As of April 19, 2010, Cyclacel Pharmaceuticals, Inc. (the "Company") has issued, or will issue, upon settlement, an aggregate of 1,416,203 shares of its common stock, $0.001 par value per share (the "Common Stock"), to several of its stockholders in exchange for such stockholders' delivery to the Company of an aggregate of 710,271 shares of the Company's outstanding 6% Exchangeable Convertible Preferred Stock (the "Preferred Stock").
No stockholder is an "affiliate" of the Company within the meaning of Rule 144(a)(1) under the Securities Act of 1933, as amended, (the "Securities Act"). Each stockholder approached the Company with the proposed exchange transaction (the "Exchange"), and the terms of the Exchange were determined by arms-length negotiation between the parties.
The shares of Common Stock have been, or will be, upon settlement, issued in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act for securities exchanged by an issuer and an existing security holder stockholder where no commission or other remuneration is paid or given directly or indirectly by the issuer for soliciting such exchange.
These transactions either have settled, or are expected to settle, by no later than April 23, 2010, after which time, a total of 1,213,142 shares of Preferred Stock will remain outstanding.
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