Cyclacel Pharmaceuticals, Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
BGMS$0.86-0.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-14.
0001641172-25-010270
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001641172-25-023648
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 71 previous paragraphs and 71 current paragraphs.
45 unchanged; 23 reworded; 3 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 9 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
Net cash used in financing activities was $6.2 million for the six months ended June 30, 2024 a direct result of receiving approximately $6.2 million, net of expenses, from the issuance of common stock and warrants under a Securities Purchase Agreement with an institutional investor.
Current report
Six Months Ended June 30, 2025 and 2024
Current report
We expect general and administrative expenditures for the year ended December 31, 2025 to be higher than our expenditures for the year ended December 31, 2024, due to the various one-time costs associated with the two changes of control of the Company during the first half of the current year. Furthermore, if we are successful in completing the Exchange Agreement with FITTERS Diversified Berhad, and Fitters Sdn. Bhd becomes a wholly owned subsidiary, we anticipate our overall expenditures to increase significantly during the fourth quarter of this year.
Removed paragraphs (3)
Previous report
Net cash used in financing activities was $79,000 for the three months ended March 31, 2024 primarily due to dividend payment of approximately $50,000 to the holders of our 6% Preferred Stock.
Previous report
Three Months Ended March 31, 2025 and 2024
Previous report
We expect general and administrative expenditures for the year ended December 31, 2025 to be broadly in line with our expenditures for the year ended December 31, 2024, as the Company begins to stabilize following a change of control.
Reworded paragraphs (23)
Previous wording
We are a clinical-stage biopharmaceutical company developing innovative cancer medicines based on cell cycle, transcriptional regulation, epigenetics and mitosis control biology. We reported revenue of $0 for the three months ended March 31, 2025, and revenues of $29,000 for the three months ended March 31, 2024. We do not expect to report a significant amount of revenue for the foreseeable future.
Current wording
We are a clinical-stage biopharmaceutical company developing innovative cancer medicines based on cell cycle, transcriptional regulation, epigenetics and mitosis control biology. We reported revenue of $0 for the six months ended June 30, 2025, and revenues of $33,000 for the six months ended June 30, 2024. We do not expect to report a significant amount of revenue from research and development activities for the foreseeable future. If we are successful in completing the Exchange Agreement with FITTERS Diversified Berhad, and Fitters Sdn. Bhd becomes a wholly owned subsidiary, we anticipate seeing growth in revenues during the fourth quarter of this year.
Previous wording
We currently retain all marketing rights worldwide to the compounds associated with our drug programs.
Current wording
We currently retain all marketing rights worldwide to the compounds associated with our drug program.
Previous wording
For the three months ended March 31, 2025, we used net cash of $8.2 million to fund our operating activities. We have cash and cash equivalents of $3.5 million as of March 31, 2025, which will allow it to meet its liquidity requirements into the second quarter of 2025. However, there remains substantial doubt about our ability to continue as a going concern. We are currently investigating ways to raise additional capital through private equity financing or by entering into a strategic transaction. In the event that we are not able to secure funding, we may be forced to curtail operations, delay or stop ongoing development activities, cease operations altogether, and/or file for bankruptcy.
Current wording
For the six months ended June 30, 2025, we used net cash of $4.3 million to fund our operating activities. We have cash and cash equivalents of $4.3 million as of June 30, 2025, which will allow it to meet its liquidity requirements into the fourth quarter of 2025. However, there remains substantial doubt about our ability to continue as a going concern. We are currently investigating ways to raise additional capital through private equity financing or by entering into a strategic transaction. In the event that we are not able to secure funding, we may be forced to curtail operations, delay or stop ongoing development activities, cease operations altogether, and/or file for bankruptcy.
Previous wording
On February 25, 2025, Nasdaq notified the Company that it has regained compliance with the equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”), as required by the Nasdaq Hearing Panel’s decision dated October 22, 2024. As previously reported by the Company on Form 8-K, filed with the SEC on October 24, 2024, on October 15, 2024, the Company met with the Nasdaq Hearings Panel regarding its potential delisting from Nasdaq as a result of its non-compliance with the Equity Rule. On October 22, 2024, the Company received the Nasdaq Hearings Panel decision which granted the Company until December 24, 2024 to regain compliance with the Equity Rule. This date was subsequently extended to February 25, 2025. Following the Company’s regaining compliance with the Equity Rule, pursuant to the Nasdaq notice on February 25, 2025, the Company will be subject to a Mandatory Panel Monitor for a period of one year from February 25, 2025 pursuant to Listing Rule 5815(d)(4)(B).
Current wording
On February 25, 2025, Nasdaq notified us that we have regained compliance with the equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”), as required by the Nasdaq Hearing Panel’s decision dated October 22, 2024. Following our regaining compliance with the Equity Rule, pursuant to the Nasdaq notice on February 25, 2025, we will be subject to a Mandatory Panel Monitor for a period of one year from February 25, 2025 pursuant to Listing Rule 5815(d)(4)(B).
Previous wording
Since our inception, we have relied primarily on the proceeds from sales of common and preferred equity securities to finance our operations and internal growth. Additional funding has come through research and development tax credits, government grants, the sale of product rights, interest on investments and licensing revenue. We have incurred significant losses since our inception. As of March 31, 2025, we had an accumulated deficit of $440.5 million.
Current wording
Since our inception, we have relied primarily on the proceeds from sales of common and preferred equity securities to finance our operations and internal growth. Additional funding has come through research and development tax credits, government grants, the sale of product rights, interest on investments and licensing revenue. We have incurred significant losses since our inception. As of June 30, 2025, we had an accumulated deficit of $441.8 million.
Previous wording
Cash from operating, investing and financing activities for the three months ended March 31, 2025 and 2024 is summarized as follows (in $000s):
Current wording
Cash from operating, investing and financing activities for the six months ended June 30, 2025 and 2024 is summarized as follows (in $000s):
Previous wording
Net cash used in operating activities increased by $2.8 million, from $0.5 million for the three months ended March 31, 2024 to $3.2 million for the three months ended March 31, 2025. The increase in cash used by operating activities was primarily due toa change in working capital of $7.1 million as result of the change of control of the Company, and offset by decrease in net loss of $2.8 million and increase of $1.5 million of stock compensation expense.
Current wording
Net cash used in operating activities increased by $0.7 million, from $3.6 million for the six months ended June 30, 2024 to $4.3 million for the six months ended June 30, 2025. The increase in cash used by operating activities was primarily due to a change in working capital of $11.8 million, and offset by decrease in net loss of $4.8 million and increase of $1.3 million of non-cash stock compensation expense and $4.9m non-cash gain on deconsolidation of subsidiary.
Previous wording
Net cash used by investing activities was $0 for each of the three months ended March 31, 2025 and 2024.
Current wording
Net cash used by investing activities was $0 for each of the six months ended June 30, 2025 and 2024.
Previous wording
Net cash provided by financing activities was $3.6 million for the three months ended March 31, 2025 as a direct result of receiving approximately $3.6 million, net of expenses, from the issuance of preferred stock under a Securities Purchase Agreement following a change of control of the Company.
Current wording
Net cash provided by financing activities was $5.5 million for the six months ended June 30, 2025 as a direct result of receiving approximately $6.6 million, net of expenses, from the issuance of preferred stock under Securities Purchase Agreements following a change of control of the Company. This was offset by a payment of $1.1m under the November 2024 Warrant Exchange Agreement, as amended.
Previous wording
We recognized $0 revenue for the three months ended March 31, 2025 and $29,000 for the three months ended March 31, 2024. This revenue is related to recovery of clinical manufacturing costs associated with an investigator sponsored study managed by Cedars-Sinai Medical Center.
Current wording
We recognized $0 revenue for the three and six months ended June 30, 2025 and $4,000 and $33,000 for the three and six months ended June 30, 2024. This revenue is related to recovery of clinical manufacturing costs associated with an investigator sponsored study managed by Cedars-Sinai Medical Center.
Previous wording
We do not expect to report revenue for the foreseeable future.
Current wording
We do not expect to report revenue from research and development activities for the foreseeable future. If we are successful in completing the Exchange Agreement with FITTERS Diversified Berhad, and Fitters Sdn. Bhd becomes a wholly owned subsidiary, we anticipate seeing growth in revenues during the fourth quarter of this year.
Previous wording
The following table provides information with respect to our research and development expenditures for the three months ended March 31, 2025 and 2024 (in $000s except percentages):
Current wording
The following table provides information with respect to our research and development expenditures for the three and six months ended June 30, 2025 and 2024 (in $000s except percentages):
Previous wording
Total research and development expenses represented 16% and 64% of our operating expenses for the three months ended March 31, 2025 and 2024 respectively.
Current wording
Total research and development expenses represented 14% and 60% of our operating expenses for the six months ended June 30, 2025 and 2024, respectively.
Previous wording
Research and development expenses decreased by $2.0 million from $2.8 million for the three months ended March 31, 2024 to $0.8 million for the three months ended March 31, 2025. Expenditure for the transcriptional regulation program ceased as a result of the Company’s UK subsidiary, Cyclacel Limited, being liquidated on January 24, 2025. Research and development expenses relating to plogosertib decreased by $0.6 million relative to the respective comparative period whilst we continue to explore and develop an alternative salt, oral formulation with improved bioavailability.
Current wording
Research and development expenses decreased by $3.9 million from $4.8 million for the six months ended June 30, 2024 to $0.9 million for the six months ended June 30, 2025. Expenditure for the transcriptional regulation program ceased as a result of the Company’s UK subsidiary, Cyclacel Limited, being liquidated on January 24, 2025. Research and development expenses relating to plogosertib decreased by $2.9 million relative to the respective comparative period whilst we paused our clinical trials and continue to explore and develop an alternative salt, oral formulation with improved bioavailability.
Previous wording
General and administrative expenses include costs for administrative personnel, legal and other professional expenses and general corporate expenses. The following table summarizes the general and administrative expenses for the three months ended March 31, 2025 and 2024 (in $000s except percentages):
Current wording
General and administrative expenses include costs for administrative personnel, legal and other professional expenses and general corporate expenses. The following table summarizes the general and administrative expenses for the three and six months ended June 30, 2025 and 2024 (in $000s except percentages):
Previous wording
Total general and administrative expenses represented 84% and 36% of our operating expenses for the three months ended March 31, 2025 and 2024 respectively.
Current wording
Total general and administrative expenses represented 86% and 40% of our operating expenses for the six months ended June 30, 2025 and 2024, respectively.
Previous wording
General and administrative expenses increased by approximately $2.6 million from $1.6 million for the three months ended March 31, 2024 to $4.2 million for the three months ended March 31, 2025, due to several one-time costs associated with the change of control of the Company; primarily stock compensation expense of $1.4 million, D&O insurance costs of $0.7 million, compensation expense of $0.3 million and legal costs of $0.1 million.
Current wording
General and administrative expenses increased by approximately $2.3 million from $3.2 million for the six months ended June 30, 2024 to $5.5 million for the six months ended June 30, 2025, due to several one-time costs associated with the two changes of control of the Company; primarily stock compensation expense of $1.3 million, D&O insurance costs of $0.7 million, compensation expense of $0.3 million.
Previous wording
The following table summarizes other (expense) income, net for the three months ended March 31, 2025 and 2024 (in $000 except percentages):
Current wording
The following table summarizes other (expense) income, net for the three and six months ended June 30, 2025 and 2024 (in $000 except percentages):
Previous wording
Total other income increased by $4.9 million from $55,000 for the three months ended March 31, 2024 to $5.0 million for the three months ended March 31, 2025. The liquidation of our formerly wholly owned subsidiary and the subsequent deconsolidation thereof in January 2025 resulted in a $5.0 million gain on deconsolidation. Other income for the three months ended March 31, 2025 relates to royalties receivable under a December 2005 Asset Purchase Agreement, or APA, whereby Xcyte Therapies, Inc., or Xcyte (a business acquired by us in March 2006) sold certain assets and intellectual property to ThermoFisher Scientific Company, or TSC (formerly Invitrogen Corporation) through the APA and other related agreements. The assets and technology were not part of our product development plan following the transaction between Xcyte and Cyclacel in March 2006. Accordingly, we presented $0 and $52,000 as other income arising from royalties from the APA during each of the three months ended March 31, 2025 and 2024 respectively.
Current wording
Total other income increased by $4.9 million from $30,000 for the six months ended June 30, 2024 to $4.9 million for the six months ended June 30, 2025. The liquidation of our formerly wholly owned subsidiary and the subsequent deconsolidation thereof in January 2025 resulted in a $5.0 million gain on deconsolidation. Other income for the six months ended June 30, 2025 relates to royalties receivable under a December 2005 Asset Purchase Agreement, or APA, whereby Xcyte Therapies, Inc., or Xcyte (a business acquired by us in March 2006) sold certain assets and intellectual property to ThermoFisher Scientific Company, or TSC (formerly Invitrogen Corporation) through the APA and other related agreements. The assets and technology were not part of our product development plan following the transaction between Xcyte and Cyclacel in March 2006. Accordingly, we presented $2,000 and $0 as other income arising from royalties from the APA during each of the six months ended June 30, 2025 and 2024, respectively.
Previous wording
Foreign exchange losses increased by $9,000, from a gain of $1,000 for the three months ended March 31, 2024, to a loss of $8,000 for the three months ended March 31, 2025.
Current wording
Foreign exchange losses increased by $15,000, from a gain of $4,000 for the six months ended June 30, 2024, to a loss of $11,000 for the six months ended June 30, 2025.
Previous wording
The following table summarizes total income tax benefit for the three months ended March 31, 2025 and 2024 (in $000s except percentages):
Current wording
The following table summarizes total income tax benefit for the three and six months ended June 30, 2025 and 2024 (in $000s except percentages):
Previous wording
The total income tax benefit, which comprised of research and development tax credits recoverable was $1.4 million, during the three months ended March 31, 2024 to $0 for the three months ended March 31, 2025, following the liquidation of the UK Subsidiary and the subsequent loss of eligibility for recoverable tax credits as a result thereof. The level of tax credits recoverable is linked directly to qualifying research and development expenditure incurred in any one year and the availability of trading losses.
Current wording
The total income tax charge was$2,000, during the six months ended June 30, 2025, compared to tax benefit of $1.8 million for the six months ended June 30, 2024 which comprised of research and development tax credits recoverable, following the liquidation of the UK Subsidiary and the subsequent loss of eligibility for recoverable tax credits as a result thereof. The level of tax credits recoverable is linked directly to qualifying research and development expenditure incurred in any one year and the availability of trading losses.
Previous wording
Our critical accounting policies are those policies which require the most significant judgments and estimates in the preparation of our consolidated financial statements. We evaluate our estimates, judgments, and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. A summary of our critical accounting policies is presented in Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2024 and Note 2 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. There have been no material changes to our critical accounting policies during the three months ended March 31, 2025.
Current wording
Our critical accounting policies are those policies which require the most significant judgments and estimates in the preparation of our consolidated financial statements. We evaluate our estimates, judgments, and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. A summary of our critical accounting policies is presented in Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2024 and Note 2 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. There have been no material changes to our critical accounting policies during the six months ended June 30, 2025.