Cyclacel Announces Private Placement Financing for Up to $22.1M

Cyclacel Pharmaceuticals, Inc.

announced today that it has agreed to sell approximately $15.2 million of units to several institutional investors including the Special Situations Funds. The investors will have the right to acquire up to an additional $6.9 million of units at any time up to nine months after closing. The units consist of one share of common stock and 0.5 of a warrant, with each whole warrant representing the right to purchase one share of common stock at an exercise price of $1.92 per share for a period of five years. Upon closing, the Company expects to receive net proceeds of approximately $14.1 million after the deduction of expected offering expenses. Cyclacel anticipates using a portion of the net proceeds from the financing to fund "SEAMLESS", its planned pivotal Phase 3 trial, under a Special Protocol Assessment agreement with the U.S. Food and Drug Administration, for the Company's sapacitabine oral capsules as a front-line treatment in elderly patients aged 70 years or older with newly diagnosed acute myeloid leukemia (AML) who are not candidates for intensive induction chemotherapy. The investors have agreed to purchase a total of 8,323,190 units at a price of $1.82625 per unit. The investors will have the right to acquire up to 4,161,595 additional units at a price of $1.67 per unit at any time up to nine months after closing. The sale of the units is expected to close on or about October 7, 2010, subject to the satisfaction of customary closing conditions. Lazard Capital Markets LLC served as the lead placement agent and Roth Capital Partners, LLC served as the co-placement agent for the offering.