Form 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 00-50626
CYCLACEL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
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91-1707622
(I.R.S. Employer
Identification No.) |
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200 Connell Drive
Suite 1500
Berkeley Heights, New Jersey
(Address of principal executive offices)
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07922
(Zip Code) |
Registrants telephone number, including area code: (908) 517-7330
Securities registered under Section 12(b) of the Exchange Act:
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Title of Each Class
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Name of Each Exchange on Which Registered |
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Common Stock, $0.001 par value
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The NASDAQ Stock Market LLC |
Preferred Stock, $0.001 par value
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The NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.
Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Exchange Act. Yes o No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S- K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendments to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act:
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller
reporting company þ |
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[Do not check if a smaller reporting company] |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
The aggregate market value of the registrants voting and non-voting common stock held by
non-affiliates of the registrant (without admitting that any person whose shares are not included
in such calculation is an affiliate), as of June 30, 2010 (based upon the closing sale price of
$1.72 of such shares on The NASDAQ Global Market on June 30, 2010) was $63,554,944.
As of March 30, 2011, there were 46,598,688 shares of the registrants common
stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Explanatory Note
Overview of Restatement
The Board of Directors of Cyclacel Pharmaceuticals, Inc. (the Company), based on the
recommendation of its Audit Committee and in consultation with management, has concluded that the
following previously issued consolidated financial statements must be restated and should no longer
be relied upon because the Company erroneously accrued and included as a current liability its
undeclared cumulative preferred stock dividends in such financial statements:
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(a) |
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consolidated balance sheets as of March 31, 2009, June 30, 2009, September 30, 2009,
December 31, 2009, March 31, 2010, June 30, 2010, and September 30, 2010 and statement of
stockholders equity for the year ended December 31, 2009; and |
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(b) |
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Selected Financial Data as of and for the year ended December 31, 2009. |
As a result, in this Annual Report on Form 10-K for the year ending December 31, 2010, the
Company:
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(a) |
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restates its consolidated balance sheet as of December 31, 2009 and its statement of
stockholders equity for the year ended December 31, 2009; |
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(b) |
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amends its Managements Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) as it relates to the year ended December 31, 2009; |
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restates its Selected Financial Data as of and for the year ended December 31, 2009;
and |
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restates its unaudited consolidated balance sheets as of March 31, 2009, June 30, 2009,
September 30, 2009, March 31, 2010, June 30, 2010, and September 30, 2010. |
Background on the Restatement
The restated financial statements correct the following error:
Accounting for Preferred Stock Dividends
During March 2011, the Company became aware of an error with respect to the historical
accounting for undeclared dividends associated with the Companys outstanding preferred stock. The
Companys management determined that undeclared cumulative preferred stock dividends need only be
disclosed in the financial statements or in the notes thereto, and not accrued and included as a
current liability in the Companys Consolidated Balance Sheets, as the Company had recorded in
prior periods. The effect of correcting the error has been recorded in the applicable restated
periods.
3
Effects of the Restatement
The following table sets forth the effects of the restatement on affected items within our
previously reported consolidated balance sheets:
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As of |
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March 31, |
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June 30, |
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September 30, |
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December 31, |
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March 31, |
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June 30, |
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September 30, |
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2009 |
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2009 |
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2009 |
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2009 |
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2010 |
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2010 |
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2010 |
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$000 |
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$000 |
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$000 |
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$000 |
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$000 |
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$000 |
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$000 |
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(unaudited) |
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(unaudited) |
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(unaudited) |
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(unaudited) |
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(unaudited) |
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(unaudited) |
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Other current liabilities |
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As originally reported |
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578 |
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777 |
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1,336 |
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n/a |
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n/a |
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n/a |
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n/a |
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Adjustment |
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(307 |
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(614 |
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(921 |
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n/a |
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n/a |
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n/a |
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n/a |
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As restated |
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271 |
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163 |
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415 |
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n/a |
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n/a |
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n/a |
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n/a |
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Accrued and other current
liabilities |
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As originally reported |
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n/a |
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n/a |
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n/a |
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6,709 |
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5,818 |
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5,255 |
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5,641 |
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Adjustment |
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n/a |
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n/a |
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n/a |
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(1,228 |
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(1,443 |
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(1,032 |
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(1,213 |
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As restated |
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n/a |
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n/a |
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n/a |
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5,481 |
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4,375 |
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4,223 |
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4,428 |
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Current liabilities |
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As originally reported |
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8,549 |
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10,686 |
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9,328 |
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9,822 |
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9,511 |
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8,155 |
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7,965 |
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Adjustment |
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(307 |
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(614 |
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(921 |
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(1,228 |
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(1,443 |
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(1,032 |
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(1,213 |
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As restated |
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8,242 |
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10,072 |
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8,407 |
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8,594 |
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8,068 |
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7,123 |
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6,752 |
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Total liabilities |
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As originally reported |
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9,966 |
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11,212 |
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9,595 |
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9,822 |
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9,511 |
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8,155 |
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7,965 |
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Adjustment |
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(307 |
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(614 |
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(921 |
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(1,228 |
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(1,443 |
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(1,032 |
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(1,213 |
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As restated |
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9,659 |
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10,598 |
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8,674 |
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8,594 |
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8,068 |
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7,123 |
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6,752 |
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Additional paid-in capital |
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As originally reported |
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222,886 |
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222,932 |
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225,864 |
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226,881 |
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244,991 |
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248,314 |
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250,466 |
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Adjustment |
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307 |
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614 |
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921 |
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1,228 |
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1,528 |
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1,632 |
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1,813 |
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As restated |
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223,193 |
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223,546 |
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226,785 |
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228,109 |
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246,519 |
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249,946 |
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252,279 |
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Deficit accumulated during the development stage |
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As originally reported |
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(207,778 |
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(214,824 |
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(217,948 |
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(222,285 |
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(227,815 |
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(234,240 |
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(238,049 |
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Adjustment |
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(85 |
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(600 |
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(600 |
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As restated |
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(207,778 |
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(214,824 |
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(217,948 |
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(222,285 |
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(227,900 |
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(234,840 |
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(238,649 |
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Total stockholders equity |
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As originally reported |
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15,201 |
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8,248 |
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7,947 |
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4,644 |
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17,265 |
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14,154 |
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12,426 |
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Adjustment |
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307 |
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614 |
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921 |
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1,228 |
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1,443 |
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1,032 |
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1,213 |
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As restated |
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15,508 |
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8,862 |
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8,868 |
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5,872 |
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18,708 |
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15,186 |
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13,639 |
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The effects of the restatement did not in any way affect our results of operations,
reported loss per share, or cash flows.
The
adjustments made as a result of the restatement are also discussed in Note 3
Restatement of Previously Issued Financial Statements of the Notes to Consolidated Financial
Statements included in this Annual Report on Form 10-K. To further review the effects of the
accounting errors identified and the restatement adjustments see Part II Item 6. Selected
Financial Data, Part II Item 7. Managements Discussion and Analysis of Financial Condition
and Results of Operations and Note 17 Selected Quarterly Information of the Notes to
Consolidated Financial Statements included in this Annual Report on Form 10-K. For a description of
control deficiencies identified by management as a result of our internal reviews, and managements
plan to remediate those deficiencies, see Part II Item 9A.Controls and Procedures.
The Company has not amended and does not intend to amend its previously filed Annual Report
on Form 10-K/A and Quarterly Reports on Form 10-Q for the periods affected by the restatement. The
information that has been previously filed or otherwise reported for these periods has been
restated and is
superseded by the information in this Annual Report on Form 10-K. As such, the consolidated
financial statements and related financial information contained in such previously filed reports
should no longer be relied upon, nor should any earnings releases or other communications relating
to the Companys financial performance during these periods be relied upon.
4
PART I
In this report, Cyclacel, the Company, we, us, and our refer to Cyclacel
Pharmaceuticals, Inc.
General
Cyclacel Pharmaceuticals, Inc. was incorporated in the state of Delaware in 1996 and is
headquartered in Berkeley Heights, New Jersey, with a research facility located in Dundee,
Scotland. Cyclacel is a biopharmaceutical company developing oral therapies that target the various
phases of cell cycle control for the treatment of cancer and other serious diseases. Cyclacels
strategy is to build a diversified biopharmaceutical business focused in hematology and oncology
based on a portfolio of commercial products and a development pipeline of novel drug candidates. As
a development stage enterprise, substantially all efforts of the Company to date have been devoted
to performing research and development, conducting clinical trials, developing and acquiring
intellectual property, raising capital and recruiting and training personnel.
Recent Developments
On February 1, 2011, we paid a quarterly cash dividend in the amount of $0.15 per share on the
Companys 6% Convertible Exchangeable Preferred Stock (Preferred Stock). The dividend was paid to
the holders of record of the Preferred Stock as of the close business on January 21, 2011.
On January 11, 2011, we opened enrollment of the SEAMLESS pivotal Phase 3 trial for our
sapacitabine oral capsules as a front-line treatment of elderly patients aged 70 years or older
with newly diagnosed acute myeloid leukemia (AML) who are not candidates for intensive induction
chemotherapy under a Special Protocol Assessment, or SPA, reached with the U.S. Food & Drug
Administration, or FDA.
Corporate information
Our corporate headquarters are located at 200 Connell Drive, Suite 1500, Berkeley Heights, New
Jersey, 07922, and our telephone number is 908-517-7330. This is also where our medical and
regulatory functions are located. Our research facility is located in Dundee, Scotland which is
also the center of our translational work and development programs.
Overview
We are a biopharmaceutical company dedicated to the development and commercialization of
novel, mechanism-targeted drugs to treat human cancers and other serious diseases. We are focused
on delivering leading edge therapeutic management of cancer patients based on a clinical
development pipeline of novel drug candidates.
Clinical programs
Our clinical development priorities are focused on orally-available sapacitabine in the
following indications:
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AML in the elderly; |
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Myelodysplastic syndromes, or MDS; and |
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Non-small cell lung cancer, or NSCLC. |
5
Recent highlights of our sapacitabine clinical program are:
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In January 2011, we opened enrollment of the SEAMLESS pivotal Phase 3 trial as a
front-line treatment of elderly patients aged 70 years or older with newly diagnosed AML
who are not candidates for intensive induction chemotherapy under an SPA, reached with the
FDA; |
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In December 2010, we announced one-year survival data for sapacitabine Phase 2 trial for
older patients with MDS refractory to the hypomethylating agents azacitidine and/or
decitabine at the 2010 American Society of Hematology (ASH) annual meeting; |
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In October 2010, we published preclinical model data demonstrating sapacitabine works
synergistically with histone deacetylase (HDAC) inhibitors to induce tumor cell death in
vitro and in vivo; |
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In July 2010, we announced that the FDA granted orphan drug designation to our
sapacitabine product candidate for the treatment of both AML and MDS; and |
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In June 2010, we reported interim response data for the ongoing Phase 2 clinical trial
of sapacitabine in older patients with MDS at the American Society of Clinical Oncology, or
ASCO, meeting. |
The planning, execution and results of our clinical programs are significant factors that can
affect our operating and financial results.
Advancing our additional research and development programs
We have additional clinical programs in development awaiting further clinical data.
Once data become available and are reviewed, we will determine the feasibility of pursuing further
development and/or partnering these assets, including sapacitabine in combination with seliciclib,
seliciclib in NSCLC and nasopharyngeal cancer or NPC and CYC116. Highlights of some recent
developments related to our other research and development programs include:
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In December 2010, we announced topline data from the APPRAISE, Phase 2b,
randomized discontinuation, double-blinded, placebo-controlled study of oral
seliciclib capsules as a third line or later treatment in patients with NSCLC
showing no difference in median progression free survival (PFS) between the
seliciclib and placebo arms (48 versus 53 days respectively), but an increase in
median overall survival (OS) favoring seliciclib over placebo (388 versus 218
days); |
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In December 2010, preclinical data from a Cyclacel collaboration was presented
at the 2010 ASH Annual Meeting demonstrating that CYC065 is cytotoxic at
sub-micromolar concentrations against myeloma cell lines and CD138+ myeloma cells
derived from patients. CYC065 demonstrated antiproliferative activity even in the
presence of the growth stimulatory effects of both cytokines and bone marrow
stromal cells. CYC065 induced apoptosis in myeloma cells as evidenced by the
appearance of cleaved PARP; |
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In April 2010, preclinical data from a Cyclacel collaboration was presented at
the 2010 Annual Meeting of the American Association of Cancer Research (AACR)
introducing CYC065, Cyclacels oral CDK inhibitor, which has the same target
profile as seliciclib, and showing that CYC065 induced apoptosis in HER2 positive
breast cancer cell lines refractory to trastuzumab (Herceptin®). CYC065 was also
shown in preclinical studies to have anticancer activity in AML cell lines,
including those with human mixed-lineage leukemia (MLL) rearrangements, and chronic
lymphocytic leukemia (CLL) cells; |
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In February 2010, a peer-reviewed journal article demonstrated that seliciclib
reversed resistance to the aromatase inhibitor letrozole (Femara®) and inhibited
growth of hormone receptor positive breast cancer cells that had become insensitive
to the effects of letrozole; and |
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In January 2010, a peer-reviewed journal article demonstrated that seliciclib
was effective against lung cancer cell lines and, in particular, those with
activating mutations in K-RAS and N-RAS proteins. |
6
Our pipeline and expertise in cell cycle biology
Our core area of expertise is in cell cycle biology and we focus primarily on the development
of orally-available anticancer agents that target the cell cycle with the aim of slowing the
progression or shrinking the size of tumors, and enhancing the quality of life and improving
survival rates of cancer patients. We are generating several families of anticancer drug candidates
that act on the cell cycle including nucleoside analogues, cyclin dependent kinase, or CDK
inhibitors and Aurora kinase/Vascular Endothelial Growth Factor Receptor 2, or AK/VEGFR2
inhibitors. Although a number of pharmaceutical and biotechnology companies are currently
attempting to develop nucleoside analogues, CDK inhibitor and AK inhibitor drugs, we believe that
our drug candidates are differentiated in that they are orally-available and interact with unique
target profiles and mechanisms. For example we believe that our sapacitabine is the only
orally-available nucleoside analogue to be tested in a Phase 3 trial for AML and in a Phase 2 trial
in MDS and seliciclib is the most advanced orally-available CDK inhibitor in Phase 2 trials.
We have retained rights to commercialize our clinical development candidates and our business
strategy is to enter into selective partnership arrangements with these programs.
Commercial products
We market directly in the United States Xclair® Cream for radiation dermatitis and Numoisyn®
Liquid and Numoisyn® Lozenges for xerostomia. All three products are approved in the United States
under FDA 510 (k) or medical device registrations. As described below under Results of
Operations, for the three years ended December 31, 2008, 2009 and 2010, we recognized product
revenue totaling $0.8 million, $0.9 million and $0.6 million, respectively.
General
From our inception in 1996 through December 31, 2010, we have devoted substantially all our
efforts and resources to our research and development activities. We have incurred significant net
losses since inception. As of December 31 2010, our accumulated deficit during the development
stage was approximately $241.8 million. We expect to continue incurring substantial losses for the
next several years as we continue to develop our clinical and preclinical drug candidates. Our
operating expenses comprise research and development expenses and selling and general and
administrative expenses.
To date, we have not generated significant product revenue but have financed our operations
and internal growth through public offerings, private placements, licensing revenue, interest on
investments, government grants and research and development tax credits. Prior to October 2007, our
revenue consisted of collaboration and grant revenue. Beginning in 2008, we recognized revenue from
sales of commercial products, for the first time, following the ALIGN acquisition in October 2007.
We have recognized revenues from inception through December 31, 2010 totaling approximately $9.1
million of which approximately $2.3 million is derived from product sales, approximately $3.1
million from fees under collaborative agreements and approximately $3.7 million of grant revenue
from various government grant awards.
Although our resources are primarily directed towards advancing our anticancer drug candidate
sapacitabine through in-house development activities we are also progressing, but with
significantly lower levels of investment, our other novel drug series which are at earlier stages.
Taken together, our pipeline
covers all four phases of the cell cycle, which we believe will improve the chances of
successfully developing and commercializing novel drugs that work on their own or in combination
with approved conventional chemotherapies or with other targeted drugs to treat human cancers. As a
consequence of our continued focus on sapacitabine clinical development and related cost reduction
program, research and development expenditures for the year ended December 31, 2010 decreased $3.4
million, or 34%, from $9.8 million for the year ended December 31, 2009 to $6.4 million for the
year ended December 31, 2010. Research and development expenditures for the year ended December
31, 2009 were reduced by $9.1 million, or 48%, from $18.9 million for the year ended December 31,
2008 to $9.8 million for the year ended December 31, 2008.
7
Research and Development Pipeline
The following table summarizes our clinical and preclinical programs.
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Development |
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Cell Cycle |
Program |
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Indication |
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Status |
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Target |
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Mechanism |
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Oncology |
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Sapacitabine, CYC682 |
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Elderly AML |
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Phase 3 trial on-going |
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DNA polymerase |
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G2 and S phase |
Sapacitabine, CYC682 |
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MDS |
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Phase 2 randomized trial on-going |
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DNA polymerase |
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G2 and S phase |
Sapacitabine, CYC682 |
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CTCL |
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Phase 2 randomized trial stopped. Not a company priority |
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DNA polymerase |
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G2 and S phase |
Sapacitabine, CYC682 |
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NSCLC |
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Phase 2 trial on-going |
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DNA polymerase |
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G2 and S phase |
Sapacitabine + Seliciclib |
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Cancer |
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Phase 1 trial on-going |
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Seliciclib, CYC202 |
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NSCLC |
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Phase 2b randomized trial closed to accrual |
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CDK2, 7, 9 |
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G1/S checkpoint and others |
Seliciclib, CYC202 |
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NPC |
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Phase 2 randomized trial. Lead-in phase only on-going |
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CDK2, 7, 9 |
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G1/S checkpoint and others |
CYC116 |
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Cancer |
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Phase 1 trial completed |
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Aurora kinase & VEGFR2 |
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Mitosis |
CDK Inhibitors, Second
Generation |
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Cancer |
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Preclinical |
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CDK |
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G1/S checkpoint and others |
Plk1 Inhibitors |
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Cancer |
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Preclinical |
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Plk |
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G2/M checkpoint |
Hdm2 Inhibitors |
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Cancer |
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On hold. Not a company priority |
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Hdm2 |
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G1/2 phase |
Cyclin Binding Groove
Inhibitors |
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Cancer |
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On hold. Not a company priority |
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Cyclin binding groove |
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S phase |
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Other therapeutic areas |
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Cell Cycle Inhibitors |
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Autoimmune & Inflammatory Diseases |
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Phase 1 trial completed On hold. Not a company priority |
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CDK |
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G1/S checkpoint and others |
Cell Cycle Inhibitors |
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HIV/AIDS |
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On hold. Not a company priority |
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CDK |
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Other |
GSK-3 Inhibitors |
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Type 2 Diabetes |
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On hold. Not a company priority |
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GSK-3 |
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Other |
Market opportunity in oncology
Cancer remains a major life-threatening disease in the United States with approximately 3.2
million people afflicted by cancer and approximately 1.4 million new cases of cancer diagnosed
every year. Five common solid cancer types: non-small cell lung, breast, ovarian, prostate and
colorectal cancers, represent over 50% of all new cases of cancer in the United States each year
and account for more than 50% of all cancer deaths in the United States.
Acute myeloid leukemia is one of the most common types of leukemia or cancer in the blood and
bone marrow. According to the American Cancer Society approximately 44,000 cases of leukemia are
diagnosed annually in the United States of which about 13,000 are classified as AML. Leukemia is a
deadly disease with an estimated 9,000 deaths annually in the United States, almost all in adults.
The average age of a patient with AML is 67 and about two-thirds of AML patients are above 60 years
old. The prognosis of AML in the elderly is poor.
8
The American Cancer Society estimates that approximately 16,000 to 20,000 new cases of
myelodysplastic syndromes are diagnosed annually in the United Sates. Patients currently receive
hypomethylating agents as first-line treatment. There is no approved therapy for second-line
treatment.
Lung cancer is a cancer starting in the lungs that often takes many years to develop. About
85% to 90% of all lung cancers are non-small cell or NSCLC type. According to the American Cancer
Society, an estimated 215,000 patients are diagnosed annually with NSCLC in the United States. An
estimated 380,000 new cases are diagnosed annually in the European Union. NSCLC is a deadly disease
with an estimated 162,000 deaths annually in the United States.
NPC develops in the nasopharynx, an area in the back of the nose toward the base of the skull.
Although it is sometimes considered a head and neck or an oral cancer, nasopharyngeal cancer is
different from these cancers. It is frequently fatal, once the disease recurs after initial
chemotherapy and radiotherapy, spreads widely and has different risk factors such as Epstein-Barr
virus, or EBV infection. High EBV viral titers are considered an indicator of poor prognosis.
According to the American Cancer Society, an estimated 2,100 patients are diagnosed annually with
nasopharyngeal cancer in the United States. An estimated 2,500 are diagnosed annually in the
European Union, but an estimated 70,000 new cases are diagnosed annually in the Asia Pacific
region.
Lymphoma is a cancer of lymphoid tissue, a part of the lymphatic system. Lymphoid tissue is
formed by several types of immune system cells that work together mainly to resist infections.
About 5% of all lymphomas start in the skin often staying there without spreading to internal
organs and are called cutaneous lymphomas. The main cell types found in lymphoid tissue are B
lymphocytes and T lymphocytes resulting in B-cell or T-cell lymphoma, or CTCL. CTCL causes
disfiguring skin lesions and severe itching. According to the American Cancer Society, an
estimated 3,000 patients are diagnosed annually with lymphoma in the skin in the United States.
Oncology Development Programs
We are generating several families of anticancer drugs that act on the cell cycle, including
nucleoside analogues, cyclin dependent kinase, or CDK, inhibitors and Aurora kinase/Vascular
Endothelial Growth Factor Receptor 2, or AK/VEGFR2 inhibitors. Although a number of pharmaceutical
and biotechnology companies are currently attempting to develop nucleoside analogues, CDK
inhibitor, AK and/or VEGFR inhibitor drugs, we believe that our drug candidates, are differentiated
in that they are orally-available and interact with unique target profiles and mechanisms. For
example, we believe that our sapacitabine is the only orally-available nucleoside analogue
presently being tested in Phase 3 trials in AML and in Phase 2 for MDS, and seliciclib is the most
advanced orally-available CDK inhibitor currently in Phase 2 trials.
In our development programs, we have been an early adopter of biomarker analysis to help
evaluate whether our drug candidates are having their intended effect through their assumed
mechanisms at different doses and schedules. Biomarkers are proteins or other substances whose
presence in the blood can serve as an indicator or marker of diseases. Biomarker data from early
clinical trials may also enable us to design subsequent trials more efficiently and to monitor
patient compliance with trial protocols. We believe that in the longer term biomarkers may allow
the selection of patients more likely to respond to its drugs for clinical trial and marketing
purposes and increase the benefit to patients.
Our approach to drug discovery and development has relied on proprietary genomic technology to
identify gene targets, which are then progressed by means of structure-based drug design techniques
through to the development stage. This approach is exemplified by our Aurora kinase, or AK, and
Polo-like kinase, or Plk, inhibitor programs. Fundamentally, this approach to drug discovery and
design aims to improve our ability to select promising drug targets in the early stages of the
process so as to decrease compound attrition rates during the later, more expensive stages of drug
development. By devoting resources initially to this process, we were able to focus our efforts on
targets that have a higher probability of yielding successful drug candidates through the
utilization of an integrated suite of sophisticated discovery and design technologies by highly
skilled personnel. However, as a result of the reduction in our
workforce in 2008 and 2009 our ability to identify, optimize and develop new targets has been
significantly curtailed.
9
Sapacitabine
Our lead candidate, sapacitabine, is an orally-available prodrug of CNDAC, which is a novel
nucleoside analog, or a compound with a structure similar to a nucleoside. A prodrug is a compound
that has a therapeutic effect after it is metabolized within the body. CNDAC has a significantly
longer residence time in the blood when it is produced in the body through metabolism of
sapacitabine than when it is given directly. Sapacitabine acts through a dual mechanism whereby the
compound interferes with DNA synthesis and repair by causing single-strand DNA breaks and induces
arrest of the cell division cycle at G2/M checkpoint. A number of nucleoside drugs, such as
gemcitabine, or Gemzar®, from Eli Lilly, and cytarabine, also known as Ara-C, a generic drug, are
in wide use as conventional chemotherapies. Both sapacitabine and its major metabolite, CNDAC, have
demonstrated potent anti-tumor activity in both blood and solid tumors in preclinical studies. In a
liver metastatic mouse model, sapacitabine was shown to be superior to gemcitabine and 5-FU, two
widely used nucleoside analogs, in delaying the onset and growth of liver metastasis. We have
retained worldwide rights to commercialize sapacitabine, except for Japan, for which Daiichi-Sankyo
Co., Ltd., or Daiichi-Sankyo, has a right of first negotiation.
We are currently exploring sapacitabine in both hematological cancers and solid tumors. To
date, sapacitabine has been evaluated in approximately 400 patients in several Phase 1 and 2
studies and has shown signs of anti-cancer activity. In January 2011, we opened enrollment of the
SEAMLESS pivotal Phase 3 trial, which will evaluate sapacitabine oral capsules as a front-line
treatment in elderly patients aged 70 years or older with newly-diagnosed AML who are not
candidates for intensive induction chemotherapy. The study will be conducted under an SPA.
Hematological Cancers
Phase 1 clinical trial in patients with advanced leukemias and myelodysplastic syndromes
In December 2007, at the ASH annual meeting, we reported interim results from a Phase 1
clinical trial of oral sapacitabine in patients with advanced leukemias and MDS. The data
demonstrated that sapacitabine had a favorable safety profile and promising anti-leukemic activity
in patients with relapsed and refractory AML and MDS when administered by two different dosing
schedules. The primary objective of the study is to determine the maximum tolerated dose, or MTD,
of sapacitabine administered twice daily for seven consecutive days every 21 days or three
consecutive days per week for two weeks every 21 days. The MTD was reached at 375 mg on the
seven-day schedule and 475 mg on the three-day schedule. Dose-limiting toxicity was
gastrointestinal which included abdominal pain, diarrhea, small bowel obstruction and neutropenic
colitis. One patient treated at the MTD of 375 mg on the seven-day schedule died of complications
from neutropenic colitis. Among 46 patients, 42 with AML and 4 with MDS, in this dose escalating
study, the best responses were complete remission, or CR, or complete remission without platelet
recovery, or CRp, in six patients for an Overall Response Rate of 13%. In addition, 15 patients had
a significant decrease in bone marrow blasts including seven with blast reduction to 5% or less.
The study was conducted at The University of Texas M. D. Anderson Cancer Center and is led by Hagop
Kantarjian, M.D., Professor of Medicine and Chairman of the Leukemia Department and Dr. William
Plunkett, Professor and Chief, Section of Molecular and Cellular Oncology, Department of
Experimental Therapeutics.
Phase 2 randomized clinical trial in elderly patients with AML previously untreated or in first
relapse
In December 2007, we initiated an open-label, multicenter, randomized Phase 2 clinical trial
of oral sapacitabine in 60 elderly patients with AML aged 70 or older who are previously untreated
or in first relapse. The Phase 2 study, led by Dr. Kantarjian, has a primary endpoint of 1-year
survival rate of three dosing schedules of sapacitabine in elderly patients with previously
untreated or first relapsed AML.
Secondary objectives are to assess CR or CRp, partial remission, or PR, duration of CR or CRp,
or major hematological improvement and their corresponding durations, transfusion requirements,
number of hospitalized days and safety. The study uses a selection design with the objective of
identifying a dosing schedule among three different arms, A. 200 mg twice daily for seven days
every 3-4 weeks, B. 300 mg twice daily for seven days every 3-4 weeks, and C. 400 mg twice daily
for three days per week for two weeks every 3-4 weeks, which produces a better 1-year survival rate
in the event that all three dosing schedules are active. Each arm enrolled and treated 20 patients.
Approximately 55% of patients had AML de novo and the rest had AML preceded by antecedent
hematological disorder, or AHD, such as MDS, or myeloproliferative disease. Eighty percent of the
patients were untreated and 20% in first relapse. We completed enrollment of 60 AML patients in
this study in October 2008. In December 2009, at the 51st Annual Meeting of
ASH we reported 1-year survival data.
10
The primary endpoint of 1-year survival was 35% on Arm A, 30% on Arm C and 10% on Arm B. The
median overall survival was 212 days on Arm C (range of 13 to over 654 days), 197 days on Arm A
(range of 26 to over 610 days) and 100 days on Arm B (range of 6 to over 646 days). Overall
response rate, or ORR, a secondary endpoint, was 45% on Arm A, 35% on Arm C and 25% on Arm B with
CR rate of 25% on Arm C and 10% on Arms A and B. Thirty-day mortality was 10% on Arm C and Arm A
and 20% on Arm B. Approximately 30% of all patients received sapacitabine for at least 6 cycles.
Fifteen patients who survived one year or more received an average of 12 treatment cycles.
Exploratory subgroup analysis suggests that (i) Arm C may be more effective for de novo AML
and (ii) Arm A may be more effective for AML preceded by AHD, such as MDS.
The 3-day dosing schedule in Arm C was selected for further clinical development in elderly
patients with de novo AML based on a 1-year survival rate of 30%, ORR of 35% with durable CRs. The
7-day dosing schedule in Arm A was selected for further clinical development in elderly patients
with AML preceded by AHD based on a 1-year survival rate of 35%, ORR of 45% with durable
hematological improvement.
Randomized Phase 2 clinical trial in older patients with MDS as a second-line treatment
In September 2008, we advanced sapacitabine into Phase 2 development as a
second-line treatment in patients aged 60 or older with MDS who are previously treated with
hypomethylating agents. The MDS stratum of the study is designed as a protocol amendment expanding
the ongoing Phase 2 trial of sapacitabine in AML described above, to include a cohort of patients
with MDS. Patients with MDS often progress to AML. The primary objective of the MDS stratum is to
evaluate the 1-year survival rate of three dosing schedules of sapacitabine. Secondary objectives
are to assess the number of patients who have achieved CR or CRp, PR, hematological improvement and
their corresponding durations, transfusion requirements, number of hospitalization days and safety.
The study uses a selection design with the objective of identifying a dosing schedule which
produces a better 1-year survival rate for each stratum in the event that all three dosing
schedules are active.
In December 2010, at the ASH annual meeting, we reported 1-year survival data from a Phase 2
randomized trial of oral sapacitabine capsules, a novel nucleoside analogue, in older patients with
MDS refractory to hypomethylating agents, such as azacitidine and decitabine.
The study uses a selection design with the objective of identifying a dosing schedule that
produces a better 1-year survival rate in the event that all three dosing schedules are active. The
study enrolled 61 patients aged 60 or older with MDS refractory to hypomethylating agents
randomized across three dosing schedules of sapacitabine: 21 patients in Arm A, a 7-day low dose
regimen (200 mg b.i.d.); 20 patients in Arm B, a 7-day high dose regimen (300 mg b.i.d.) and 20
patients in Arm C, a 3-day high dose regimen (400 mg b.i.d.). Approximately 77% of patients were
aged 70 years or older and 84% were scored as intermediate-2 or high risk by IPSS, the
International Prognostic Scoring System. Baseline blast counts were between 11% and 29% in 51% of
the patients. All patients were previously treated with hypomethylating agents: 43% with
azacitidine, 34% with decitabine and 23% were double refractory
patients as they were treated with both azacitidine and decitabine (7 on Arm A, 4 on Arm B and
3 on Arm C). Approximately 16% were previously treated with lenalidomide in addition to
hypomethylating agents.
11
The primary endpoint of 1-year survival was achieved in 29% of the patients on Arm A, 30% of
the patients on Arm B and 35% of the patients on Arm C. The median overall survival was 217 days on
Arm A (range of 15 to 663 days), 232 days on Arm B (range of 37 to over 811 days) and 236 days on
Arm C (range of 16 to over 672 days). Overall response rate, a secondary endpoint consisting of the
rate of CR, CRp, PR, CRi or hematological improvement, was 24% for patients on Arm A, 35% for
patients on Arm B and 15% for patients on Arm C. Two patients achieved a CR both on Arm A.
Approximately 20% of all patients received sapacitabine for 4 to 6 cycles and 15% for 7 or more
cycles. The mortality rate from all causes within thirty days of randomization was 6.6%.
Randomized Phase 3 pivotal trial, SEAMLESS, as a front-line treatment in elderly patients aged
70 years or older with newly diagnosed AML who are not candidates for intensive induction
chemotherapy
On January 11, 2011, we opened enrollment of the SEAMLESS pivotal Phase 3 trial for the
Companys sapacitabine oral capsules as a front-line treatment of elderly patients aged 70 years or
older with newly diagnosed AML who are not candidates for intensive induction chemotherapy. The
study is being conducted under an SPA agreement that Cyclacel reached with the FDA. SEAMLESS builds
on promising 1-year survival observed in elderly patients aged 70 years or older with newly
diagnosed AML or AML in first relapse enrolled in a Phase 2 study of single agent sapacitabine.
The SEAMLESS study is chaired by Hagop M. Kantarjian, M.D., Chairman and Professor, Department
of Leukemia, The University of Texas MD Anderson Cancer Center, Houston, Texas. SEAMLESS is a
multicenter, randomized, Phase 3 study comparing three treatment arms. In Arm A sapacitabine is
administered in alternating cycles with decitabine, in Arm B sapacitabine is administered alone and
in Arm C decitabine is administered alone. The primary efficacy endpoint is overall survival. The
study is designed to demonstrate an improvement in overall survival of either of two pairwise
comparisons: (1) Arm A versus Arm C or (2) Arm B versus Arm C. Approximately 150 patients per arm
or a total of 450 patients from approximately 50 centers will be enrolled. SEAMLESS will be
monitored by a Data Safety Monitoring Board (DSMB). A prespecified interim analysis for futility
will be performed and reviewed by the DSMB.
On September 13, 2010, we reached agreement with the FDA regarding the SPA, on the design of a
pivotal Phase 3 trial, the SEAMLESS trial. An SPA provides trial sponsors with an FDA
agreement that the design and analysis of the trial adequately address objectives in support of a
submission for a marketing application if the trial is performed according to the SPA. The SPA may
only be changed through a written agreement between the sponsor and the FDA, or if the FDA becomes
aware of a substantial scientific issue essential to product efficacy or safety. However, an SPA
does not provide any assurance that a marketing application would be approved by the FDA.
Furthermore, Phase 3 clinical trials are time-consuming and expensive, and because we have limited
resources, we may be required to collaborate with a third party or raise additional funds. However,
there is no assurance that we will be able to do so.
Solid Tumors
Phase 1 clinical trials in patients with refractory solid tumors or lymphomas
Two Phase 1 studies of sapacitabine were completed by Daiichi-Sankyo, from which we
in-licensed sapacitabine, evaluating 87 patients in refractory solid tumors. In addition, we
conducted a Phase 1b dose escalation clinical trial in patients with refractory solid tumors or
lymphomas. Preliminary results of the Phase 1b study were reported at the EORTC-NCI-AACR Molecular
Targets and Cancer Therapeutics meeting in November 2006. The primary objective of the study was to
evaluate the safety profile of sapacitabine administered twice daily for 14 consecutive days or 7
consecutive days every 21 days. Of the 37 treated patients, 28 received the drug twice daily for 14
days and 9 received the drug twice daily for 7 days. The dose-limiting toxicity was reversible
myelosuppression. One patient treated at the maximum
tolerated dose died of candida sepsis in the setting of grade 4 neutropenia and
thrombocytopenia. Non-hematological toxicities were mostly mild to moderate. The best response by
investigator assessment was stable disease in 13 patients, five with non-small cell lung cancer,
two with breast cancer, two with ovarian cancer and one each with colorectal cancer, adenocarcinoma
of unknown primary, gastrointestinal stromal tumor, and parotid acinar carcinoma.
12
Phase 2 clinical trial in patients with non-small cell lung cancer
In January 2009, we began treating patients in a Phase 2, open label, single arm, multicenter,
clinical trial in patients with NSCLC who have had one prior chemotherapy. This study builds on the
observation of prolonged stable disease of four months or longer experienced by heavily pretreated
NSCLC patients involved in two Phase 1 studies of sapacitabine. The multicenter Phase 2 trial is
led by Philip D. Bonomi, M.D., at Rush University Medical Center, Chicago. The primary objective of
the study is to evaluate the rate of response and stable disease in patients with previously
treated NSCLC. Secondary objectives are to assess progression-free survival, duration of response,
duration of stable disease, 1-year survival, overall survival and safety. The study will enroll
approximately 40 patients and has a lead-in phase for dose escalation with the objective of
defining a recommended dose followed by a second stage in which patients will be treated at the
recommended dose.
Phase 2 clinical trial in patients with cutaneous T-cell lymphoma, or CTCL
In April 2007, we initiated a Phase 2 clinical trial in patients with advanced CTCL, a
cancer of T-lymphocytes, or white blood cells, which causes disfiguring skin lesions and severe
itching. The primary objective of the study is to evaluate tolerability and response rate of 50 mg
and 100 mg regimens of sapacitabine both twice a day for three days per week for two weeks in a
three week cycle in patients with progressive, recurrent, or persistent CTCL on or following two
systemic therapies. The study uses a selection design to choose an optimal dose if both are active.
Secondary objectives are to assess response duration, time to response, time to progression and
relief of pruritus or itching. Non-hematological toxicities were mostly mild to moderate. The best
response by investigator assessment was partial response in 3 patients out of 16 enrolled. We
stopped the trial in order to re-direct our resources to sapacitabine clinical trials with a higher
priority.
Orphan Designation
European Union
During May 2008, we received designation from the European Medicines Evaluation Agency, or
EMEA, for sapacitabine as an orphan medicine in two separate indications: AML and MDS. The EMEAs
Committee for Orphan Medicinal Products, or COMP, adopted a positive opinion on the Companys
application to designate sapacitabine as an orphan medicinal product for the indications of AML and
MDS. The objective of European orphan medicines legislation is to stimulate research and
development of medicinal products for rare diseases by providing incentives to industry. An orphan
designation in the European Union confers a range of benefits to sponsor companies including market
exclusivity for a period of 10 years, EMEA scientific advice on protocol development, direct access
to the centralized procedure for review of marketing authorizations, EMEA fee reductions and
eligibility for grant support from European agencies.
United States
In June 2010, we announced that the FDA granted orphan drug designation to our sapacitabine
product candidate for the treatment of both AML and MDS. An orphan designation in the United States
confers a range of benefits to sponsor companies, including market exclusivity for a period of
seven years from the date of drug approval, the opportunity to apply for grant funding from the
United States government to defray costs of clinical trial expenses, tax credits for clinical
research expenses and a potential waiver of the FDAs application user fee. Orphan status is
granted by the FDA to promote the
development of new drug therapies for the treatment of diseases that affect fewer than 200,000
individuals in the United States.
13
Seliciclib
Although our current clinical development priorities are focused on sapacitabine
only, our second drug candidate, seliciclib, is a novel, first-in-class, orally-available, CDK
inhibitor. The compound selectively inhibits a spectrum of enzyme targets -CDK2, CDK7 and CDK9-
that are central to the process of cell division and cell cycle control. The target profile of
seliciclib is differentiated from the published target profile of other CDK inhibitors. Its
selectivity is differentiated by recent publications by independent investigators which showed that
seliciclib (i) is more_active against NSCLC cells with K-Ras or N-Ras mutations than those
with wild type Ras and (ii) overcomes resistance to letrozole (Femara®) in breast cancer cells
caused by a particular form of cyclin E in complex with CDK2. Preclinical studies have shown that
the drug works by inducing cell apoptosis, or cell suicide, in multiple phases of the cell cycle.
To date, seliciclib has been evaluated in approximately 450 patients in several Phase 1 and 2
studies and has shown signs of anti-cancer activity. We have retained worldwide rights to
commercialize seliciclib.
Phase 1 clinical trials in patients with refractory solid tumors
We have completed two Phase 1 trials that enrolled 24 healthy volunteers and three Phase 1
trials that enrolled a total of 84 cancer patients testing different doses and schedules. The
primary toxicities observed were of a non-hematological nature, including asthenia or weakness,
elevation of liver enzymes, hypokalemia or decreased potassium levels, nausea and vomiting and
elevation in creatinine. Although these trials were designed to test safety rather than efficacy of
seliciclib given alone as monotherapy in patients with solid tumors who failed multiple previous
treatments, several of these patients appeared to have benefited from seliciclib treatment.
Seliciclib was shown in a further Phase 1 study sponsored and conducted by
independent investigators to have clinical antitumor activity in patients with nasopharyngeal
cancer, measured as a decrease in the size of primary tumor and involved lymph nodes, as well as an
increase in tumor cell deaths by biomarker analyses.
Phase 2 clinical trials in patients with NSCLC or breast cancer
Four Phase 2 trials have been conducted in cancer patients to evaluate the tolerability and
antitumor activities of seliciclib alone or in combination with standard chemotherapies used in the
treatment of advanced NSCLC or breast cancer. Interim data from two Phase 2 open-label studies of a
total of 52 patients with NSCLC, suggest that seliciclib treatment did not aggravate the known
toxicities of standard first and second-line chemotherapies nor appear to cause unexpected
toxicities, although these trials were not designed to provide statistically significant
comparisons. The combination of seliciclib with a standard dose of capecitabine (Xeloda®) was not
well tolerated in patients with advanced breast cancer.
On December 21, 2010, we announced topline results from APPRAISE, our Phase 2b,
randomized discontinuation, double-blinded, placebo-controlled, study of oral seliciclib capsules
as a third line or later treatment in patients with NSCLC. Topline results, after unblinding the
treatment assignment among randomized patients, showed that there was no difference between the
seliciclib and placebo arms in terms of progression free survival, or PFS, (48 versus 53 days
respectively) but an increase in median overall survival was observed favoring the seliciclib arm
over the placebo arm (388 versus 218 days respectively). A total of 187 patients from 21 centers in
the United States were entered in the study after having progressed on at least two prior
therapeutic regimens for their NSCLC. Of these, 53 (28%) were randomized, 27 on seliciclib and 26
on placebo. Forty-five out of 53 randomized patients (85%) received 3 or more prior therapies and
45 out of 53 randomized patients (85%) previously received at least one EGFR inhibitor drug (22 on
seliciclib and 23 on placebo). Fourteen patients were crossed-over to the seliciclib arm
after their cancer progressed while they were receiving placebo. Study data demonstrated seliciclib
to be safe at the administered dose. There was no difference between the seliciclib and placebo
arms in terms of PFS of 48 days on the seliciclib arm versus 53 days on the placebo arm. However an
increase in median overall survival was observed of 388 days on the seliciclib arm versus 218 days
on the placebo arm.
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APPRAISE was a double-blinded, randomized study of single agent seliciclib versus best
supportive care in patients with NSCLC treated with at least two prior systemic therapies. APPRAISE
was led by Chandra P. Belani, M.D. at Milton S. Hershey Medical Center, Penn State University. The
studys main objective was to learn the anti-tumor activity of seliciclib as a single agent in
refractory NSCLC and help determine further development strategies. The study design was randomized
discontinuation. All patients received seliciclib at a dose of 1200 mg twice a day for three days
for at least three cycles of two weeks each. Patients who achieved stable disease after three
cycles were randomized to continue on seliciclib or receive placebo with best supportive care.
Patients in the placebo arm who progressed were given the option to cross-over and again receive
seliciclib. The primary efficacy endpoint of APPRAISE was doubling progression free survival, or
PFS, measured in the randomized portion of the study.
In August 2008, we announced that an independent data review committee, or IDRC,
completed a review of the first interim analysis data from the study. The IDRC assessed the safety
profile of seliciclib and recommended that the study continue after reviewing data from 173
patients with previously-treated NSCLC, of whom 45 proceeded into the blinded portion of the study
and were randomized to receive either seliciclib or best supportive care. Based on the interim
data, the IDRC reached the following main conclusions: there were no safety concerns that would
warrant stopping the study; there was no trend favoring the seliciclib treatment arm; and as a
definitive conclusion could not be reached because of the low number of events, it was recommended
that the study be continued. Based on our cost versus benefit analysis, we decided not to enroll
additional patients. The APPRAISE trial continued with the 191 patients already enrolled until the
last enrolled patient had completed follow-up. In accordance with the protocol, we remain blinded
to the study data during the whole process.
Phase 2 clinical trials in patients with NPC
In November 2007, we commenced a Phase 2 multicenter, international, blinded randomized study
of oral seliciclib as a single agent in patients with NPC. The primary objective is to evaluate
6-month progression free survival, or PFS, of two dosing schedules of seliciclib in approximately
75 patients with previously treated NPC. Secondary objectives are overall survival, response rate,
response duration, safety and tolerability. The first part of the study is designed to confirm
safety and tolerability of 400 mg twice a day for four days per week or 800 mg once a day for four
days per week of seliciclib. It is open to approximately 12 to 24 patients with advanced solid
tumors as well as patients with NPC. The second part of the study is designed to detect major
differences between the two dosing schedules of seliciclib and a placebo group in terms of 6-month
PFS in approximately 51 patients. The start of the second part of the study is dependent on
clinical data from the lead-in phase and available resources.
In May 2009, at the ASCO annual meeting, we reported interim data from the lead-in portion of
the Phase 2 study which demonstrated that oral seliciclib could be safely administered in two
dosing schedules which were well tolerated and met the criteria for proceeding to the randomized
stage of the study. Seliciclib treatment resulted in prolonged stable disease in 70% of
previously-treated NPC patients, including 3 with stable disease lasting longer than 8 months,
suggesting seliciclib inhibits tumor growth in NPC. The data support further clinical development
of oral seliciclib in NPC.
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CYC116
In June 2007, we initiated a multicenter Phase 1 pharmacologic clinical trial of CYC116, an
orally-available inhibitor of Aurora kinase A and B and VEGFR2, in patients with advanced solid
tumors. The multicenter Phase 1 trial, now completed, is designed to examine the safety and
tolerability of CYC116 in patients with advanced solid tumors. The primary objective of the study
is to determine the maximum tolerated dose. Secondary objectives are to evaluate pharmacokinetic
and pharmacodynamic effects of the drug and document anti-tumor activity. Aurora kinases, or AK,
are a family of serine/threonine protein kinases discovered by Professor David Glover, our Chief
Scientist, which are only expressed in actively dividing cells and are crucial for the process of
cell division or mitosis. These proteins, which have been found to be over-expressed in many types
of cancer, have generated significant scientific and commercial interest as cancer drug targets.
VEGFR2 is a receptor protein that plays a key regulatory role in the angiogenesis pathway, or blood
vessel formation. VEGFR is targeted by recently approved drugs such as bevacizumab and sorafenib
indicated for the treatment of several solid cancers, such as breast, colorectal, kidney, liver and
lung. We have retained worldwide rights to commercialize CYC116. Further work on CYC116 will be
undertaken when appropriate levels of resource are available to direct to the program.
CYC065
In December 2010, at the ASH conference, we announced the presentation of new preclinical data
for CYC065, a novel, orally-available, cell cycle kinase inhibitor currently in IND-directed
development. CYC065 and other compounds in a related series target the same key CDK/cyclin
complexes which are targeted by seliciclib. CYC065 retains the specificity and mechanism of action
of seliciclib, but has increased anti-proliferative potency and improved pharmaceutical properties.
The data was presented by Noopur Raje, M.D., Director of the Center for Multiple Myeloma at
Massachusetts General Hospital Cancer Center in Boston and Associate Professor of Medicine at
Harvard Medical School. Dr. Raje and colleagues presented results of a study entitled, CYC065, a
Potent Derivative of Seliciclib Is Active In Multiple Myeloma In Preclinical Studies. The data
demonstrate that CYC065 is cytotoxic at sub-micromolar concentrations against myeloma cell lines
and CD138+ myeloma cells derived from patients. CYC065 demonstrated antiproliferative activity even
in the presence of the growth stimulatory effects of both cytokines and bone marrow stromal cells.
CYC065 induced apoptosis in myeloma cells as evidenced by the appearance of cleaved PARP.
Cyclacel discovered CYC065 and other novel CDK inhibitors in collaboration with the Cancer
Research UK Centre for Cancer Therapeutics at The Institute of Cancer Research (ICR), London, UK.
Other programs
We have allocated limited resources to other programs allowing us to maintain and build on our
core competency in cell cycle biology and related drug discovery. In our second generation CDK
inhibitor program, we have discovered several series of CDK inhibitors that we believe may prove to
be more potent anticancer agents than seliciclib based on preclinical observations. In our
polo-like kinase or Plk inhibitor program we have discovered potent and selective small molecule
inhibitors of Plk1, a kinase active during cell division, targeting the mitotic phase of the cell
cycle. Plk was discovered by Professor David Glover, our Chief Scientist. The Company has a number
of earlier stage programs for which limited or no resources will be allocated. For example,
extensive preclinical data published by independent investigators evidence activity by our CDK
inhibitors, including seliciclib, in various autoimmune and inflammatory diseases and conditions
associated with aberrant cell proliferation including glaucoma, graft-versus-host disease,
idiopathic pulmonary fibrosis, lupus nephritis, polycystic kidney disease and rheumatoid arthritis.
In our GSK-3 inhibitor program we have demonstrated evidence of activity in preclinical models of
Type 2 Diabetes.
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Where appropriate we intend to progress such programs through collaboration with groups that
specialize in the particular disease area until such times that these programs can be partnered
and/or progressed should funding become available.
Hdm2 Inhibitors
One of the key cell cycle regulatory proteins is p53, a protein discovered by our founder,
Professor Sir David Lane. When active, p53 causes cell arrest at the G1/S checkpoint, inducing
apoptosis in cancer cells. Under normal circumstances, p53 is held in an inactive form by binding
to another regulatory protein, Hdm2. In this program, we have investigated ways of disrupting the
interaction between Hdm2 and p53, thus activating p53. Through virtual screening technologies, we
have identified two small molecule classes capable of breaking the binding between p53 and Hdm2.
Cyclin Binding Groove Inhibitors
The activity of CDK can be inhibited by various methods, such as by blocking the ATP site, as
is the case with seliciclib, or by inhibiting the substrate binding site on the associated cyclin
protein. Preventing cyclin A from binding to its substrates results in cell cycle arrest and
induces apoptosis in cancer cells. This was the subject of a two-year collaboration with
AstraZeneca that concluded in mid-2003. We have retained all intellectual property rights
associated with this program.
Non-oncology Programs
Cell Cycle Inhibitors in Autoimmune & Inflammatory Diseases
Preclinical results from several independent investigators suggest that cell cycle inhibitors
such as seliciclib and its backup molecules arrest the progress of the cell cycle and may have
therapeutic benefit in the treatment of patients with autoimmune and inflammatory diseases as well
as in diseases characterized by uncontrolled cell proliferation. Published data indicate potential
benefit in graft-versus-host disease, idiopathic pulmonary fibrosis, glomerulonephritis, lupus
nephritis, polycystic kidney disease and rheumatoid arthritis.
CDK Inhibitors in Virology
Cell cycle inhibitors may be useful in the treatment of viral diseases to the extent that
drugs can be developed that prevent the replication of virus in infected host cells while sparing
most uninfected cells. If this is proven in humans, cell cycle inhibitors may have significant
potential in this area, as they do not rely on viral targets and are less likely to induce viral
resistance, a major cause of failure of currently available antiviral drugs. We have investigated a
number of compounds in this program, some of which appear to reduce HIV levels in biological tests
with antiviral potency equivalent to some existing HIV/AIDS therapeutic agents. We intend to
progress this program through collaboration with groups that specialize in virology research.
GSK-3 Inhibitors in Type 2 Diabetes
Inhibition of Glycogen Synthase Kinase-3 or GSK-3, downstream of insulin action, is an
essential element in the bodys regulation of blood sugar, and is a recognized target for the
treatment of Type 2 diabetes. GSK-3 is a serine/threonine protein kinase that is structurally very
similar to CDK. We have identified four chemical families of GSK-3 inhibitors some of which are
potent at picomolar concentrations which we believe are among the most potent GSK-3 inhibitors
disclosed in relevant research literature. We have selected two lead compounds from the series,
both of which have achieved proof-of-concept in the standard obese Zucker rat model of diabetes,
demonstrating stimulation of glycogen synthase, improvement in glucose tolerance and regulation of
triglycerides. We intend to progress this program through collaboration with groups that specialize
in diabetes research.
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Commercial Products
We have exclusive rights to sell and distribute three products in the United States and Canada
used primarily to manage the effects of radiation or chemotherapy in cancer patients: Xclair®
Cream, Numoisyn® Liquid and Numoisyn® Lozenges. All three products are approved in the United
States under FDA 510 (k) or medical device registrations.
Xclair® Cream
Xclair® is an aqueous cream containing sodium hyaluronate, or hyaluronic acid, and
glycyrrhetinic acid that is formulated to relieve symptoms associated with radiation dermatitis.
Sodium hyaluronate is the key water-regulating substance in human skin. Sodium hyaluronate has high
viscoelasticity and lubricity. When sodium hyaluronate solution is applied on the surface of skin,
it forms an air permeable layer that keeps skin moist and smooth. Small molecular weight sodium
hyaluronate can penetrate into the dermis where it combines with water to promote microcirculation,
nutrient absorption, and metabolism. Glycyrrhetinic acid reduces inflammation and is believed to
have immunomodulatory properties.
Numoisyn® Liquid
Numoisyn® Liquid is an oral solution used to replace natural saliva when salivary glands are
damaged. The viscosity of Numoisyn® Liquid is similar to that of natural saliva. Linseed extract in
Numoisyn® Liquid contains mucins that provide superior viscosity and reduced friction compared to
water or carboxymethylcellulose or CMC solutions. Linseed extract significantly reduces the
symptoms of dry mouth with increasing effect over time while Numoisyn® Liquid is used.
Numoisyn® Lozenges
Numoisyn® Lozenges dissolve slowly while moved around in the mouth. They contain sorbitol and
malic acid to stimulate normal salivation and provide temporary relief of dry mouth in patients who
have some residual secretory function and taste perception. Numoisyn® Lozenges support salivas
natural protection of teeth so that teeth are not damaged with repeated use of the lozenges. They
are sugar free and buffered with calcium to protect teeth. Numoisyn® Lozenges have been
demonstrated to be safe and effective for long-term use and are well tolerated by patients. Use of
Numoisyn® Lozenges improves subjective symptoms of dry mouth and does not cause bacteria or plaque
formation or loss of tooth enamel hardness.
Business Strategy
In September 2008, we announced a revision of our operating plan to concentrate our resources
on the advancement of our lead drug sapacitabine. Consistent with the revised operating plan,
during 2008 and 2009, we reduced our workforce across all locations. With the execution of the
revised operating plan and continued cost-containment efforts, we currently anticipate that our
cash and cash equivalents of approximately $29.5 million at December 31, 2010 is sufficient to meet
our anticipated short-term working capital needs and to fund our on-going sapacitabine clinical
trials for the next twelve months. However, we cannot be certain that we will be able to raise
sufficient funds to complete the development and commercialize any of our product candidates
currently in clinical development, should they succeed.
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Focus on the cell cycle and cancer
Our core area of expertise is in cell cycle biology and our scientists include recognized
leaders in this field. In addition, our senior management has extensive experience in research,
preclinical and clinical development and sales and marketing. Thus, we believe that we are well
placed to exploit the significant opportunities that this area offers for new drug discovery and
development for the following reasons:
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The novel, mechanism-targeted cell cycle drugs we are developing are designed to be
highly selective in comparison to conventional chemotherapies, potentially inducing
death in cancer cells while sparing most normal cells which may give rise to fewer
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We believe that our sapacitabine is the only orally-available nucleoside analogue
presently being tested in the Phase 3 trial in AML and Phase 2 trial in MDS and
seliciclib is the most advanced orally-available CDK inhibitor currently in Phase 2
trials. We believe that we are well positioned to realize some of the market potential
of such drugs. |
Develop anticancer drug candidates in all phases of the cell cycle and multiple compounds for
particular cell cycle targets
Targeting a broad development program focused on multiple phases of the cell cycle allows us
to minimize risk while maximizing the potential for success and also to develop products that are
complementary to one another.
Enter into partnering arrangements selectively, while developing our own sales and marketing
capability
We currently retain virtually all marketing rights to the compounds associated with our
current clinical-stage drug programs. To optimize our commercial return, we intend to enter into
selected partnering arrangements, and to leverage our sales and marketing capability by retaining
co-promotion rights as appropriate. Historically, we have planned to develop compounds through the
Phase 2 proof-of-efficacy stage before seeking a partner. We may be prepared to enter into
partnering arrangements earlier than Phase 2 proof-of-concept trials in connection with drug
programs outside our core competency in oncology.
Patents, Proprietary Technology and Collaborations
We consider intellectual property rights to be vital and use a variety of methods to secure,
protect and evaluate these rights. These include:
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Ownership and enforcement of patent rights; |
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Patent applications covering our own inventions in fields that we consider
important to our business strategy; |
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License agreements with third parties granting us rights to patents in fields that
are important to our business strategy; |
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Invention assignment agreements with our employees and consultants; |
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Non-compete agreements with our key employees and consultants; |
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Confidentiality agreements with our employees, consultants, and others having
access to our proprietary information; |
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Standard policies for the maintenance of laboratory notebooks to establish priority
of our inventions; |
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Freedom to use studies from patent counsel; |
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Material transfer agreements; and |
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Trademark protection. |
In addition to our 13 United States patents, we own 6 patents that were granted by the
European Patent Office, or EPO, for designated European countries, and 24 issued patents in other
countries. The European granted patents expire between 2019 and 2025. In addition to the licenses
we hold under the 8 patents issued in the United States, we hold licenses under 54 issued patents
worldwide, seven granted by the EPO for designated European countries and 47 issued in other
countries. The licensed European granted patents expire between 2012 and 2022. Our patent strategy
is to file patents on compounds and technologies in countries and jurisdictions that we consider
important to our business. We usually file first in the United
Kingdom and then extend our applications to other countries through the Patent Cooperation
Treaty or PCT. In some cases, we file directly in the United States.
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We give priority to obtaining substance of matter claims in the United States, the EPO, Japan
and other important markets if such protection is available. We prefer substance of matter claims
because they give us rights to the compounds themselves, and not merely a particular use. In
addition to substance of matter claims, we seek coverage for solid state forms, polymorphic and
crystalline forms, medical uses, combination therapies, specific regimens, pharmaceutical forms of
our compounds and synthetic routes where available and appropriate. Claims covering combination
therapies, specific regimens and pharmaceutical forms can be valuable because the therapeutic
effect of pharmaceuticals used in the anticancer field is often enhanced when individual
therapeutics are used in particular combinations or dosed in a certain way. The availability of
protection in these areas can, however, vary from jurisdiction to jurisdiction and combination
claims are particularly difficult to obtain for many inventions. We own 18 patent applications
pending in the United States, 14 before the EPO, one pending PCT application still in the
international application phase, and over 50 pending patent applications in other countries. No
assurances can be given that patents will be issued with respect to the pending applications, nor
that the claims will provide equivalent coverage in all jurisdictions. In addition to the pending
patent applications referred to above that we own, there are 29 pending patent applications
worldwide to which we have a license or an option to take a license.
Our patent filings for the second-generation CDK inhibitor research program exemplify our
patent strategy. Out of several series of discovered in this program we filed patent applications
seeking substance of matter protection that may be roughly grouped into 12 patent families. As we
have progressed with our research, we have reviewed our patent portfolio and have focused active
patent prosecution on 6 patent families covering substance of matter protection. Of these, we have
made a European application designating all European Patent Convention member states and direct
national filings in the United States, Japan and several additional countries covering the
compounds that we believe to be the most promising from a commercial standpoint. The earliest few
applications from this family have resulted in the issuance of European and United States patents
with substance of matter claims covering a specific compounds showing activity in preclinical and
discovery programs.
Since publications in the scientific or patent literature often lag behind actual discoveries,
we are not certain of being first to make the inventions covered by each of its pending patent
applications or the first to file those patent applications. Generally, patent applications in the
United States are maintained in secrecy for a period of 18 months or more, which increases the
uncertainty we face. Moreover, the patent positions of biotechnology and pharmaceutical companies
are highly uncertain and involve complex legal and factual questions. As a result, we cannot
predict the breadth of claims allowed in biotechnology and pharmaceutical patents, or their
enforceability. To date, there has been no consistent policy regarding the breadth of claims
allowed in biotechnology patents. Third parties or competitors may challenge or circumvent our
patents or patent applications, if issued. Because of the extensive time required for development,
testing and regulatory review of a potential product, it is possible that before we commercialize
any of our products, any related patent may expire, or remain in existence for only a short period
following commercialization, thus reducing any advantage of the patent and the commercial
opportunity of the product.
If patents are issued to others containing valid claims that cover our compounds or their
manufacture or use or screening assays related thereto, we may be required to obtain licenses to
these patents or to develop or obtain alternative technology. We are aware of several published
patent applications, and understand that others may exist, that could support claims that, if
granted, would cover various aspects of our developmental programs, including in some cases
particular uses of our lead drug candidates, sapacitabine, seliciclib, or other therapeutic
candidates, or gene sequences and techniques that we use in the course of our research and
development.
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In addition, we understand that other applications and patents exist relating to uses of
sapacitabine and seliciclib that are not part of our current clinical programs for those compounds.
Although we intend to continue to monitor the pending applications, it is not possible to predict
whether these claims will
ultimately be allowed or if they were allowed what their breadth would be. In addition, we may
need to commence litigation to enforce any patents issued to us or to determine the scope and
validity of third-party proprietary rights. Litigation would create substantial costs. In one case
we have opposed a European patent relating to human aurora kinase and the patent has been finally
revoked (no appeal was filed). We are also aware of a corresponding United States patent containing
method of treatment claims for specific cancers using aurora kinase modulators which, if held
valid, could potentially restrict the use of our aurora kinase inhibitors once clinical trials are
completed. If competitors prepare and file patent applications in the United States that claim
technology that we also claim, we may have to participate in interference proceedings in the United
States Patent and Trademark Office to determine which invention has priority. These proceedings
could result in substantial costs, even if the eventual outcome is favorable to us. An adverse
outcome in litigation could subject us to significant liabilities to third parties and require us
to seek licenses of the disputed rights from third parties or to cease using the technology, even a
therapeutic product, if such licenses are unavailable or too expensive.
Licenses
Several of our programs are based on technology licensed from others. Our breach of an
existing license or failure to obtain a license to technology required to develop, test and
commercialize our products may seriously harm our business.
Sapacitabine
We have entered into a license agreement with Daiichi-Sankyo Co., Ltd. of Japan or
Daiichi-Sankyo with respect to patents and patent applications covering the sapacitabine compound.
Daiichi-Sankyo filed patent applications claiming sapacitabine and certain crystalline forms of
sapacitabine and methods for its preparation and use which encompass our chosen commercial
development form as well as related know-how and materials. The Daiichi-Sankyo agreement commenced
on September 10, 2003. The issued patents for the sapacitabine compound cover the United States,
EPO, Japan and 19 other countries. These patents expire between 2012 and 2014. The issued patents
for the crystalline forms cover the United States, EPO, Japan and ten other countries, with patents
pending in a further four countries. These patents expire in 2022. It may be possible to extend the
term of a patent in the United States, Europe or Japan for up to five years to the extent it covers
the sapacitabine compound or its crystalline form upon regulatory approval of that compound in the
United States, Europe or Japan, but there is no assurance that we will be able to obtain any such
extension. The license grants us the exclusive right to exploit and sublicense the sapacitabine
compound and any other products covered by the patents and patent applications owned by
Daiichi-Sankyo. The license originally was subject to certain third party rights related to certain
countries but the license has been extended and is now worldwide. The license agreement also grants
us nonexclusive, sublicensed rights to CNDAC, both a precursor compound and initial metabolite of
sapacitabine.
We are under an obligation to use reasonable endeavors to develop a product and obtain
regulatory approval to sell a product and we have agreed to pay Daiichi-Sankyo an up-front fee,
reimbursement for Daiichi-Sankyos enumerated expenses, milestone payments and royalties on a
country-by-country basis. Under this agreement, aggregate milestone payments totaling $11.7 million
could be payable subject to achievement of all the specific contractual milestones and our decision
to continue with these projects. The up-front fee and certain past reimbursements have been paid.
Royalties are payable in each country for the term of patent protection in the country or for ten
years following the first commercial sale of licensed products in the country, whichever is later.
Royalties are payable on net sales. Net sales are defined as the gross amount invoiced by us or our
affiliates or licensees, less discounts, credits, taxes, shipping and bad debt losses. The
agreement extends from its commencement date to the date on which no further amounts are owed under
it. If we wish to appoint a third party to develop or commercialize a sapacitabine-based product in
Japan, within certain limitations, Daiichi-Sankyo must be notified and given a right of first
refusal to develop and/or commercialize in Japan. In general, the license may be terminated by us
for technical, scientific, efficacy, safety, or commercial reasons on six months notice or twelve
if after launch of sapacitabine-based product or by either party for material default.
In addition, pursuant to the Daiichi-Sankyo license, we are required to use commercially
reasonable efforts to commercialize products based on
the licensed rights and to use reasonable efforts to obtain regulatory approval to sell the
products in at least one country by September 2011, unless we are prevented from doing so by virtue
of an exceptional cause, which generally constitutes a scientific or other technical cause
outside of our control or arising from the activities of third parties, difficulties outside of our
reasonable control in patient recruitment into trials or any significant, unexpected change in the
regulatory requirements in a country affecting the development of our drug candidate. If
regulatory approval is not obtained by September 2011, and there has been no exceptional cause
responsible for the delay, the agreement provides that Daiichi-Sankyo may terminate the
license. On termination, if Daiichi-Sankyo wishes to acquire an exclusive license to
sapacitabine intellectual property developed by us during the term of the license, Daiichi-Sankyo
may notify us and the parties will meet to negotiate commercial terms in good faith. If agreement
cannot be reached, the terms of the exclusive license are to be determined by an expert.
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Seliciclib
We have entered into an agreement with Centre National de Recherche Scientifique, or CNRS, and
Institut Curie that grants us worldwide rights under the patents jointly owned by CNRS, Institut
Curie and the Czech Institute of Experimental Botany covering the seliciclib compound. The
effective date of the agreement is February 1, 2002. The license grants exclusive rights in the
fields of auto-immune diseases, cardiovascular diseases, dermatological diseases, infectious
diseases, inflammatory diseases, and proliferative diseases, including cancer. Non-acute chronic
diseases of the central nervous system, neurological diseases and diseases of the peripheral
nervous system are specifically excluded. The license runs for the term of the patents in each
country, or for ten years from the first commercial sale in each country, whichever is later. We
paid an up-front fee and yearly payments and milestone payments until the patents covering the
seliciclib compound, particular uses of the compound, and particular uses and derivatives of the
compound were published as granted in either the United States or by EPO which occurred in 2001 and
2003, respectively. Milestones are also payable on the first commercialization of a product that
consists of a new chemical entity that is covered by one of the licensed patents.
We will be obligated to pay royalties based on our net sales of products covered by the
patents. Royalties are payable on a country-by-country basis for the term of patent protection in
each country or ten years from the first commercial sale of royalty-bearing products in that
country, whichever is later. Royalties are payable on net sales. Net sales are defined as the gross
amount invoiced by us or by our affiliates for the products, less normal trade discounts, credits
for returned products, taxes and shipping charges. There is one royalty rate for products that are
covered by valid licensed patent claims and a second, lower royalty rate for all other products
that require a license under the licensed patents. The royalties payable under the agreement are
reduced if we are required to pay royalties with respect to patents other than the ones licensed
under this agreement and the total amount of royalties that we are required to pay exceeds a fixed
percentage amount. The amount of reduction depends on the amount by which our total royalties
exceed the fixed amount. We must also pay a portion of sublicensing revenues. The portion of
sublicensing revenues that we are required to pay is reduced if we have taken the sublicensed
product into human clinical trials. Although the license permits us to grant sublicenses, we cannot
assign the license without the consent of the CNRS and Institut Curie, which may not be
unreasonably withheld. Under the agreement, assignment is defined to include many transactions of
the type that we might wish to pursue, such as a merger or an acquisition by another company, as
well as certain takeovers. This restriction may prevent us from pursuing attractive business
opportunities. Moreover, the occurrence of a majority takeover or a similar transaction that we may
be unable to control could cause a default under the license agreement, which could lead to its
termination.
We have also purchased from the Czech Institute of Experimental Botany patents and patent
applications covering the use of seliciclib and related compounds. The issued patents are in the
United States, Australia and Korea. Under the purchase agreement, we will pay royalties to the
Czech Institute upon sales of products covered by those patents, but only if there are no royalties
paid by us to CNRS for
those sales under the license agreement with CNRS and Institut Curie covering seliciclib that
is described above.
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Patents covering the seliciclib compound are owned jointly by the Czech Institute of
Experimental Botany and CNRS. The patents have been issued in the United States and by the EPO and
expire in 2016. It may be possible to extend the term of a patent in the United States or Europe
for up to five years to the extent it covers the seliciclib compound upon regulatory approval of
that compound in the United States or Europe, but there is no assurance that we will be able to
obtain any such extension. Under agreements between CNRS and the Czech Institute of Experimental
Botany, CNRS has the exclusive right to enter into license agreements covering the patents. The
agreement reserves to both CNRS and the Czech Institute of Experimental Botany certain rights,
including the right to patent improvements and to use the patents for internal research purposes.
Sinclair Pharma plc
Through the acquisition of ALIGN we acquired from Sinclair Pharma plc, or Sinclair, United
States and Canadian distribution rights to the three commercial products marketed by ALIGN Xclair®
Cream, Numoisyn® Liquid and Numoisyn® Lozenges. Each of the agreements covering the three products
expires in June 2015, at which time we will explore options to renew such agreements. Under these
agreements, we have obligations to pay certain quarterly royalties and other amounts pursuant to
the agreement which may be reduced or lapse if we exceed certain sales levels.
Manufacturing
We have no in-house manufacturing capabilities and have no current plans to establish
manufacturing facilities for significant clinical or commercial production. We have no direct
experience in manufacturing commercial quantities of any of our products, and we currently lack the
resources or capability to manufacture any of our products on a clinical or commercial scale. As a
result, we are dependent on corporate partners, licensees or other third parties for the
manufacturing of clinical and commercial scale quantities of all of our products. We believe that
this strategy will enable us to direct operational and financial resources to the development of
our product candidates rather than diverting resources to establishing a manufacturing
infrastructure.
Sinclair contracts with third party manufacturers to supply finished goods that meet our needs
with respect to Xclair® Cream, Numoisyn® Liquid and Numoisyn® Lozenges. If any of Sinclairs third
party manufacturers or service providers do not meet our or our licensors requirements for
quality, quantity or timeliness, or do not achieve and maintain compliance with all applicable
regulations, demand for our products or our ability to continue supplying such products could
substantially decline.
Sales and Marketing
We currently have a small pharmaceutical commercial sales organization marketing our ALIGN
products and advertise our ALIGN products in industry publications. If commercially justified, we
expect to expand our sales and commercialization group to support our products that may be
commercialized for oncology/hematology indications and possibly other therapeutic areas. We intend
to market and sell directly products for indications addressing modest patient populations. For
products with indications addressing large patient populations we may partner with other
pharmaceutical companies. In addition, we may accelerate the expansion of our commercial
organization to take advantage of any product in-licensing and acquisition opportunities that we
may elect to pursue.
Government Regulation
The FDA and comparable regulatory agencies in state and local jurisdictions and in foreign
countries impose substantial requirements upon the clinical development, manufacture, marketing and
distribution of drugs. These agencies and other federal, state and local entities regulate research
and development activities and the testing, manufacture, quality control, safety, effectiveness,
labeling, storage, record keeping, approval, advertising and promotion of our drug candidates and
commercialized drugs.
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In the United States, the FDA regulates drugs under the Federal Food, Drug and Cosmetic Act
and implementing regulations. The process required by the FDA before our drug candidates may be
marketed in the United States generally involves the following:
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completion of extensive preclinical laboratory tests, preclinical animal studies
and formulation studies, all performed in accordance with the FDAs good laboratory
practice, or GLP, regulations; |
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submission to the FDA of an IND application which must become effective before
clinical trials may begin; |
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performance of adequate and well-controlled clinical trials to establish the safety
and efficacy of the drug candidate for each proposed indication; |
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submission of a NDA to the FDA; |
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satisfactory completion of an FDA pre-approval inspection of the manufacturing
facilities at which the product is produced to assess compliance with current good
manufacturing practice GMP, or cGMP, regulations; |
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FDA review and approval of the NDA prior to any commercial marketing, sale or
shipment of the drug; and |
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regulation of commercial marketing and sale of drugs. |
This testing and approval process requires substantial time, effort and financial resources,
and we cannot be certain that any approvals for our drug candidates will be granted on a timely
basis, if at all. Preclinical tests include laboratory evaluation of product chemistry, formulation
and stability, as well as studies to evaluate toxicity in animals. The results of preclinical
tests, together with manufacturing information and analytical data, are submitted as part of an IND
application to the FDA. The IND automatically becomes effective 30 days after receipt by the FDA,
unless the FDA, within the 30-day time period, raises concerns or questions about the conduct of
the clinical trial, including concerns that human research subjects will be exposed to unreasonable
health risks. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns
before the clinical trial can begin. Our submission of an IND, or those of our collaborators, may
not result in FDA authorization to commence a clinical trial. A separate submission to an existing
IND must also be made for each successive clinical trial conducted during product development.
Further, an independent institutional review board, or IRB, for each medical center proposing to
conduct the clinical trial must review and approve the plan for any clinical trial before it
commences at that center and it must monitor the clinical trial until completed. The FDA, the IRB
or the clinical trial sponsor may suspend a clinical trial at any time on various grounds,
including a finding that the subjects or patients are being exposed to an unacceptable health risk.
Clinical testing also must satisfy extensive GCP regulations and regulations for informed consent.
Clinical Trials.
For purposes of an NDA submission and approval, clinical trials are typically conducted in the
following three sequential phases, which may overlap:
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Phase 1: The clinical trials are initially conducted in a limited population to
test the drug candidate for safety, dose tolerance, absorption, metabolism,
distribution and excretion in healthy humans or, on occasion, in patients, such as
cancer patients. Phase 1 clinical trials can be designed to evaluate the impact of the
drug candidate in combination with currently approved drugs. |
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Phase 2: These clinical trials are generally conducted in a limited patient
population to identify possible adverse effects and safety risks, to determine the
efficacy of the drug candidate for specific targeted indications and to determine dose
tolerance and optimal dosage. Multiple Phase 2 clinical trials may be conducted by the sponsor to obtain information
prior to beginning larger and more expensive Phase 3 clinical trial. |
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Phase 3: These clinical trials are commonly referred to as pivotal clinical trials.
If the Phase 2 clinical trials demonstrate that a dose range of the drug candidate is
effective and has an acceptable safety profile, Phase 3 clinical trials are then
undertaken in large patient populations to further evaluate dosage, to provide
substantial evidence of clinical efficacy and to further test for safety in an
expanded and diverse patient population at multiple, geographically dispersed clinical
trial sites. |
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In some cases, the FDA may condition approval of an NDA for a drug candidate on the sponsors
agreement to conduct additional clinical trials to further assess the drugs safety and
effectiveness after NDA approval.
New Drug Application
The results of drug candidate development, preclinical testing and clinical trials are
submitted to the FDA as part of an NDA. The NDA also must contain extensive manufacturing
information. Once the submission has been accepted for filing, by law the FDA has 180 days to
review the application and respond to the applicant. The review process is often significantly
extended by FDA requests for additional information or clarification. The FDA may refer the NDA to
an advisory committee for review, evaluation and recommendation as to whether the application
should be approved. The FDA is not bound by the recommendation of an advisory committee, but it
generally follows such recommendations. The FDA may deny approval of an NDA if the applicable
regulatory criteria are not satisfied, or it may require additional clinical data or an additional
pivotal Phase 3 clinical trial. Even if such data are submitted, the FDA may ultimately decide that
the NDA does not satisfy the criteria for approval. Data from clinical trials are not always
conclusive and the FDA may interpret data differently than we or our collaborators do. Once issued,
the FDA may withdraw a drug approval if ongoing regulatory requirements are not met or if safety
problems occur after the drug reaches the market. In addition, the FDA may require further testing,
including Phase 4 clinical trials, and surveillance programs to monitor the effect of approved
drugs which have been commercialized. The FDA has the power to prevent or limit further marketing
of a drug based on the results of these post-marketing programs. Drugs may be marketed only for the
approved indications and in accordance with the provisions of the approved label. Further, if there
are any modifications to a drug, including changes in indications, labeling or manufacturing
processes or facilities, we may be required to submit and obtain FDA approval of a new NDA or NDA
supplement, which may require us to develop additional data or conduct additional preclinical
studies and clinical trials.
Fast Track Designation
The FDAs fast track program is intended to facilitate the development and to expedite the
review of drugs that are intended for the treatment of a serious or life-threatening condition for
which there is no effective treatment and which demonstrate the potential to address unmet medical
needs for the condition. Under the fast track program, the sponsor of a new drug candidate may
request the FDA to designate the drug candidate for a specific indication as a fast track drug
concurrent with or after the filing of the IND for the drug candidate. The FDA must determine if
the drug candidate qualifies for fast track designation within 60 days of receipt of the sponsors
request.
If fast track designation is obtained, the FDA may initiate review of sections of an NDA
before the application is complete. This rolling review is available if the applicant provides and
the FDA approves a schedule for the submission of the remaining information and the applicant pays
applicable user fees. However, the time period specified in the Prescription Drug User Fees Act,
which governs the time period goals the FDA has committed to reviewing an application, does not
begin until the complete application is submitted. Additionally, the fast track designation may be
withdrawn by the FDA if the FDA believes that the designation is no longer supported by data
emerging in the clinical trial process.
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In some cases, a fast track designated drug candidate may also qualify for one or more of the
following programs:
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Priority Review. Under FDA policies, a drug candidate is eligible for priority
review, or review within a six-month time frame from the time a complete NDA is
accepted for filing, if the drug candidate provides a significant improvement compared
to marketed drugs in the treatment, diagnosis or prevention of a disease. We cannot
suggest or in any way guarantee that any of our drug candidates will receive a
priority review designation, or if a priority designation is received, that review or
approval will be faster than conventional FDA procedures, or that the FDA will
ultimately grant drug approval. |
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Accelerated Approval. Under the FDAs accelerated approval regulations, the FDA is
authorized to approve drug candidates that have been studied for their safety and
effectiveness in treating serious or life-threatening illnesses, and that provide
meaningful therapeutic benefit to patients over existing treatments based upon either
a surrogate endpoint that is reasonably likely to predict clinical benefit or on the
basis of an effect on a clinical endpoint other than patient survival. In clinical
trials, surrogate endpoints are alternative measurements of the symptoms of a disease
or condition that are substituted for measurements of observable clinical symptoms. A
drug candidate approved on this basis is subject to rigorous post-marketing compliance
requirements, including the completion of Phase 4 or post-approval clinical trials to
validate the surrogate endpoint or confirm the effect on the clinical endpoint.
Failure to conduct required post-approval studies, or to validate a surrogate endpoint
or confirm a clinical benefit during post-marketing studies, will allow the FDA to
withdraw the drug from the market on an expedited basis. All promotional materials for
drug candidates approved under accelerated regulations are subject to prior review by
the FDA. In rare instances the FDA may grant accelerated approval of an NDA based on
Phase 2 data and require confirmatory Phase 3 studies to be conducted after approval
and/or as a condition of maintaining approval. We can give no assurance that any of
our drugs will be reviewed under such procedures. |
When appropriate, we and our collaborators may attempt to seek fast track designation or
accelerated approval for our drug candidates. We cannot predict whether any of our drug candidates
will obtain a fast track or accelerated approval designation, or the ultimate impact, if any, of
the fast track or the accelerated approval process on the timing or likelihood of FDA approval of
any of our drug candidates.
Satisfaction of FDA regulations and requirements or similar requirements of state, local and
foreign regulatory agencies typically takes several years and the actual time required may vary
substantially based upon the type, complexity and novelty of the product or disease. Typically, if
a drug candidate is intended to treat a chronic disease, as is the case with some of our drug
candidates, safety and efficacy data must be gathered over an extended period of time. Government
regulation may delay or prevent marketing of drug candidates for a considerable period of time and
impose costly procedures upon our activities. The FDA or any other regulatory agency may not grant
approvals for new indications for our drug candidates on a timely basis, if at all. Even if a drug
candidate receives regulatory approval, the approval may be significantly limited to specific
disease states, patient populations and dosages. Further, even after regulatory approval is
obtained, later discovery of previously unknown problems with a drug may result in restrictions on
the drug or even complete withdrawal of the drug from the market. Delays in obtaining, or failures
to obtain, regulatory approvals for any of our drug candidates would harm our business. In
addition, we cannot predict what adverse governmental regulations may arise from future United
States or foreign governmental action.
510(k)
Section 510(k) of the Food, Drug and Cosmetic Act requires device manufacturers to notify FDA,
at least ninety days in advance, of their intent to market a medical device. This is known as
Premarket Notification, or PMN, or 510(k). It allows the FDA to determine whether the device is
equivalent to a device already placed into one of three classification categories. Medical device
manufacturers are required
to submit a PMN if they intend to introduce a device into commercial distribution for the
first time or reintroduce a device that will be significantly changed or modified to the extent
that its safety or effectiveness could be affected. Such change or modification could relate to the
design, material, chemical composition, energy source, manufacturing process, or intended use.
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Other regulatory requirements
Any products manufactured or distributed by us or our collaborators pursuant to FDA approvals
are subject to continuing regulation by the FDA, including recordkeeping requirements and reporting
of adverse experiences associated with the drug. Drug manufacturers and their subcontractors are
required to register their establishments with the FDA and certain state agencies and are subject
to periodic unannounced inspections by the FDA and certain state agencies for compliance with
ongoing regulatory requirements, including cGMP, which impose certain procedural and documentation
requirements upon us and our third-party manufacturers. Failure to comply with the statutory and
regulatory requirements can subject a manufacturer to possible legal or regulatory action, such as
warning letters, suspension of manufacturing, seizure of product, injunctive action or possible
civil penalties. We cannot be certain that we or our present or future third-party manufacturers or
suppliers will be able to comply with the cGMP regulations and other ongoing FDA regulatory
requirements. If our present or future third-party manufacturers or suppliers are not able to
comply with these requirements, the FDA may halt our clinical trials, require us to recall a
product from distribution, or withdraw approval of that product.
The FDA closely regulates the post-approval marketing and promotion of drugs, including
standards and regulations for direct-to-consumer advertising, off-label promotion,
industry-sponsored scientific and educational activities and promotional activities involving the
Internet. A company can make only those claims relating to safety and efficacy that are approved by
the FDA. Failure to comply with these requirements can result in adverse publicity, warning
letters, corrective advertising and potential civil and criminal penalties. Physicians may
prescribe legally available drugs for uses that are not described in the drugs labeling and that
differ from those tested by us and approved by the FDA. Such off-label uses are common across
medical specialties. Physicians may believe that such off-label uses are the best treatment for
many patients in varied circumstances. The FDA does not regulate the behavior of physicians in
their choice of treatments. The FDA does, however, impose stringent restrictions on manufacturers
communications regarding off-label use.
Competition
The biotechnology and biopharmaceutical industries are rapidly changing and highly
competitive. We are seeking to develop and market drug candidates that will compete with other
products and therapies that currently exist or are being developed. Other companies are actively
seeking to develop products that have disease targets similar to those we are pursuing. We face
competition from many different sources, including commercial, pharmaceutical and biotechnology
companies, academic institutions, government agencies and private and public research institutions.
Many of our competitors have significantly greater financial, manufacturing, marketing and drug
development resources than we do. Smaller or early-stage companies may also prove to be significant
competitors, particularly through collaborative arrangements with large and established companies.
Our commercial opportunity will be reduced or eliminated if our competitors develop and
commercialize products that are safer, more effective, have fewer side effects or are less
expensive than any products that we may develop. In addition, competitors compete in the areas of
recruiting and retaining qualified scientific and management personnel, establishing clinical trial
sites and patient registration for clinical trials, as well as in acquiring technologies and
technology licenses.
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A large number of drug candidates are in development for the treatment of leukemia, lung
cancer, lymphomas and nasopharyngeal cancer. Several pharmaceutical and biotechnology companies
have nucleoside analogs or other products on the market or in clinical trials which may be
competitive to sapacitabine in both hematological and oncology indications. These include
Astra-Zeneca, Celgene, Cephalon, Eisai, Eli Lilly, Genzyme, GlaxoSmithKline, Hospira, Johnson &
Johnson, Sunesis and Vion. There are two other orally-available CDK inhibitors in Phase 2 clinical
trials. PD-0332991 (Pfizer/Onyx)
and PHA-848125 (Nerviano Medical Sciences) target different subsets of CDK enzymes and have a
different mechanism of action from seliciclib.There are a number of companies, including
AstraZeneca, Bayer-Schering, Eisai, Merck, Nerviano Medical Sciences, Pfizer, Piramal Life
Sciences, and Roche that are developing CDK inhibitors in early stage clinical trials in cancer
patients. Although Aventis, a predecessor of Sanofi-Aventis, had previously announced that it has
ceased Phase 2 development of alvocidib or flavopiridol, a CDK inhibitor, we believe that the
National Cancer Institutes Cancer Therapy Evaluation Program, or CTEP, is continuing to enroll
patients in a CTEP sponsored trial in patients with chronic leukemia. A number of companies are
pursuing discovery and research activities in each of the other areas that are the subject of our
research and drug development programs. We believe that AstraZeneca, Entremed, Merck, jointly with
Vertex, Nerviano Medical Sciences,Pfizer, Rigel, Sunesis and Takeda-Millennium have commenced Phase
1 or Phase 2 clinical trials of Aurora kinase inhibitors in patients with advanced cancers. Several
companies have reported selection of Aurora kinase inhibitor candidates for development and may
have started or are expected to start clinical trials within the next twelve months. We believe
that Boehringer Ingelheim, GlaxoSmithKline, Nerviano Medical Sciences, Onconova, Takeda-Millennium
and Takmira Pharmaceuticals Corporation have commenced Phase 1 or Phase 2 clinical trials with Plk
inhibitor candidates for oncology indications. For our ALIGN products, we believe that Beiersdorf,
Daiichi-Sankyo, Eisai, Johnson & Johnson, MPM Medical and other companies market products for
radiation dermatitis and xerostomia.
Employees
As of March 30, 2011, we had 18 employees. We believe we have been successful in attracting
skilled and experienced management and scientific personnel. Our employees are not represented by
any collective bargaining agreements, and management considers relations with our employees to be
good.
Available information
We file reports, proxy statements and other information with the Securities and Exchange
Commission, or the SEC. Copies of Cyclacels reports, proxy statements and other information may be
inspected and copied at the public reference facilities maintained by the SEC at SEC Headquarters,
Public Reference Room, 100 F Street, N.E., Washington D.C. 20549. The public may obtain information
on the operation of the SECs Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains a website that contains reports, proxy statements and other information regarding
Cyclacel. The address of the SEC website is http://www.sec.gov. We will also provide copies
of our current reports on Forms 8-K, annual reports on Form 10-K, quarterly reports on Form 10-Q
and proxy statements, and all amendments to those reports at no charge through our website at
www.cyclacel.com as soon as reasonably practicable after such material is electronically filed
with, or furnished to, the SEC. We have not incorporated by reference in this Annual Report on Form
10K the information on, or accessible through, our website. Copies are also available, without
charge, from Cyclacel Pharmaceuticals, Inc., 200 Connell Drive, Suite 1500, Berkeley Heights, NJ
07922.
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In analyzing our company, you should consider carefully the following risk factors, together
with all of the other information included in this annual report on Form 10-K. Factors that could
cause or contribute to differences in our actual results include those discussed in the following
subsection, as well as those discussed in Managements Discussion and Analysis of Financial
Condition and Results of Operations and elsewhere throughout this annual report on Form 10-K. Each
of the following risk factors, either alone or taken together, could adversely affect our business,
operating results and financial condition, as well as adversely affect the value of an investment
in our company.
Risks Associated with Development and Commercialization of Our Drug Candidates
Clinical trial designs that were discussed with the authorities prior to their commencement may
subsequently be considered insufficient for approval at the time of application for regulatory
approval. Thus, our SPA regarding our SEAMLESS trial does not guarantee marketing approval or
approval of our sapacitabine oral capsules for the treatment of acute myeloid leukemia.
On September 13, 2010, we reached agreement with the FDA regarding an SPA on the design of a
pivotal Phase 3 trial for our sapacitabine oral capsules as a front-line treatment in elderly
patients aged 70 years or older with newly diagnosed acute myeloid leukemia, or AML, who are not
candidates for intensive induction chemotherapy, or the SEAMLESS trial. An SPA provides trial
sponsors with an agreement from the FDA that the design and analysis of the trial adequately
address objectives in support of a submission for a marketing application if the trial is performed
according to the SPA. The SPA may only be changed through a written agreement between the sponsor
and the FDA or if the FDA becomes aware of a substantial scientific issue essential to product
efficacy or safety. On January 11, 2011, we opened enrollment of the SEAMLESS trial.
An SPA, however, neither guarantees approval nor provides any assurance that a marketing
application would be approved by the FDA. There are companies that have been granted SPAs but have
ultimately failed to obtain final approval to market their drugs. The FDA may revise previous
guidance or decide to ignore previous guidance at any time during the course of clinical activities
or after the completion of clinical trials. The FDA may raise issues relating to, among other
things, safety, study conduct, bias, deviation from the protocol, statistical power, patient
completion rates, changes in scientific or medical parameters or internal inconsistencies in the
data prior to making its final decision. The FDA may also seek the guidance of an outside advisory
committee prior to making its final decision. Even with successful clinical safety and efficacy
data, including such data from a clinical trial conducted pursuant to an SPA, we may be required to
conduct additional, expensive clinical trials to obtain regulatory approval.
The development program for our lead drug candidate sapacitabine is based, in part, on intellectual
property rights we license from others and any termination of this license could seriously harm our
business.
Pursuant to the Daiichi-Sankyo license under which we license certain patent rights for
sapacitabine, our lead drug candidate, we are required to use commercially reasonable efforts to
commercialize products based on the licensed rights and to use reasonable efforts to obtain
regulatory approval to sell the products in at least one country by September 2011, unless we are
prevented from doing so by virtue of an exceptional cause, which generally constitutes a
scientific or other technical cause outside of our control or arising from the activities of third
parties, difficulties outside of our reasonable control in patient recruitment into trials or any
significant, unexpected change in the regulatory requirements in a country affecting the
development of our drug candidate. If regulatory approval is not obtained by September 2011, and
there has been no exceptional cause responsible for the delay, the agreement provides that
Daiichi-Sankyo may terminate the license. As it is unlikely that regulatory approval for the
product will be obtained by September 2011 it is the Companys intention to negotiate an
appropriate amendment to this date on various grounds, among other things, changes that have taken
place in the regulatory environment, as provided within the agreement. If negotiation was not
successful, litigation could ensue and there would be
no assurances as to the result thereof. Termination of the license agreement could seriously
harm our business. On termination, if Daiichi-Sankyo wishes to acquire an exclusive license to
sapacitabine intellectual property developed by us during the term of the license, Daiichi-Sankyo
may notify us and the parties will meet to negotiate commercial terms in good faith. If agreement
cannot be reached, the terms of the exclusive license are to be determined by an expert.
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In general, the license may be terminated by us for technical, scientific, efficacy, safety,
or commercial reasons on six months notice, or twelve months if after a launch of a
sapacitabine-based product, or by either party for material default.
Although we are currently in compliance with all of our material obligations under this
license, if we were to breach any such obligations, our counterparty may be entitled to terminate
the license. This would restrict or delay or eliminate our ability to develop and commercialize
these drug candidates, which could adversely affect our business.
If we fail to enter into and maintain successful strategic alliances for our drug candidates, we
may have to reduce or delay our drug candidate development or increase our expenditures.
An important element of our strategy for developing, manufacturing and commercializing our
drug candidates is entering into strategic alliances with pharmaceutical companies or other
industry participants to advance our programs and enable us to maintain our financial and
operational capacity.
We face significant competition in seeking appropriate alliances. We may not be able to
negotiate alliances on acceptable terms, if at all. In addition, these alliances may be
unsuccessful. If we fail to create and maintain suitable alliances, we may have to limit the size
or scope of, or delay, one or more of our drug development or research programs. If we elect to
fund drug development or research programs on our own, we will have to increase our expenditures
and will need to obtain additional funding, which may be unavailable or available only on
unfavorable terms.
Clinical trials are expensive, time consuming, subject to delay and may be required to continue
beyond our available funding.
Clinical trials are expensive, complex can take many years to conduct and may have uncertain
outcomes. We estimate that clinical trials of our most advanced drug candidates may be required to
continue beyond our available funding and may take several years more to complete. The designs used
in some of our trials have not been used widely by other pharmaceutical companies. Failure can
occur at any stage of the testing and we may experience numerous unforeseen events during, or as a
result of, the clinical trial process that could delay or prevent commercialization of our current
or future drug candidates, including but not limited to:
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delays in securing clinical investigators or trial sites for our clinical
trials; |
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delays in obtaining institutional review board, or IRB, and other regulatory
approvals to commence a clinical trial; |
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slower than anticipated rates of patient recruitment and enrollment, or
reaching the targeted number of patients because of competition for patients from
other trials or other reasons; |
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negative or inconclusive results from clinical trials; |
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unforeseen safety issues; |
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uncertain dosing issues may or may not be related to suboptimal pharmacokinetic
and pharmacodynamic behaviors; |
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approval and introduction of new therapies or changes in standards of practice
or regulatory guidance that render our clinical trial endpoints or the targeting
of our proposed indications obsolete; |
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inability to monitor patients adequately during or after treatment or problems
with investigator or patient compliance with the trial protocols; |
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inability to replicate in large controlled studies safety and efficacy data
obtained from a limited number of patients in uncontrolled trials; |
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inability or unwillingness of medical investigators to follow our clinical
protocols; and |
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unavailability of clinical trial supplies. |
If we suffer any significant delays, setbacks or negative results in, or termination of, our
clinical trials, we may be unable to continue development of our drug candidates or generate
revenue and our development costs could increase significantly. Adverse events have been observed
in our clinical trials and may force us to stop development of our product candidates or prevent
regulatory approval of our product candidates.
Adverse or inconclusive results from our clinical trials may substantially delay, or halt
entirely, any further development of our drug candidates. Many companies have failed to demonstrate
the safety or effectiveness of drug candidates in later stage clinical trials notwithstanding
favorable results in early stage clinical trials. Previously unforeseen and unacceptable side
effects could interrupt, delay or halt clinical trials of our drug candidates and could result in
the FDA or other regulatory authorities denying approval of our drug candidates. We will need to
demonstrate safety and efficacy for specific indications of use, and monitor safety and compliance
with clinical trial protocols throughout the development process. To date, long-term safety and
efficacy has not been demonstrated in clinical trials for any of our drug candidates. Toxicity and
serious adverse events as defined in trial protocols have been noted in preclinical and clinical
trials involving certain of our drug candidates. For example, neutropenia and gastro-intestinal
toxicity were observed in patients receiving sapacitabine and elevations of liver enzymes and
decrease in potassium levels have been observed in patients receiving seliciclib.
In addition, we may pursue clinical trials for sapacitabine and seliciclib in more than one
indication. There is a risk that severe toxicity observed in a trial for one indication could
result in the delay or suspension of all trials involving the same drug candidate. Even if we
believe the data collected from clinical trials of our drug candidates are promising with respect
to safety and efficacy, such data may not be deemed sufficient by regulatory authorities to warrant
product approval. Clinical data can be interpreted in different ways. Regulatory officials could
interpret such data in different ways than we do which could delay, limit or prevent regulatory
approval. The FDA, other regulatory authorities or we may suspend or terminate clinical trials at
any time. Any failure or significant delay in completing clinical trials for our drug candidates,
or in receiving regulatory approval for the commercialization of our drug candidates, may severely
harm our business and reputation.
If our understanding of the role played by CDKs or AKs in regulating the cell cycle is incorrect,
this may hinder pursuit of our clinical and regulatory strategy.
Our development of small molecule inhibitors of CDK and AK is based on our understanding of
the mechanisms of action of CDK and AK inhibitors and their interaction with other cellular
mechanisms. One of our drug candidates, seliciclib, is a CDK inhibitor, and CYC116 is an AK and
VEGFR2 inhibitor. Although a number of pharmaceutical and biotechnology companies are attempting to
develop CDK or AK inhibitor drugs for the treatment of cancer, no CDK or AK inhibitor has yet
reached the market. If our understanding of the role played by CDK or AK inhibitors in regulating
the cell cycle is incorrect, seliciclib and/or CYC116 may fail to produce therapeutically relevant
results hindering our ability to pursue our clinical and regulatory strategy.
We are making use of biomarkers, which are not scientifically validated, and our reliance on
biomarker data may thus lead us to direct our resources inefficiently.
We are making use of biomarkers in an effort to facilitate our drug development and to
optimize our clinical trials. Biomarkers are proteins or other substances whose presence in the
blood can serve as an
indicator of specific cell processes. We believe that these biological markers serve a useful
purpose in helping us to evaluate whether our drug candidates are having their intended effects
through their assumed mechanisms, and thus enable us to identify more promising drug candidates at
an early stage and to direct our resources efficiently. We also believe that biomarkers may
eventually allow us to improve patient selection in connection with clinical trials and monitor
patient compliance with trial protocols.
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For most purposes, however, biomarkers have not been scientifically validated. If our
understanding and use of biomarkers is inaccurate or flawed, or if our reliance on them is
otherwise misplaced, then we will not only fail to realize any benefits from using biomarkers, but
may also be led to invest time and financial resources inefficiently in attempting to develop
inappropriate drug candidates. Moreover, although the FDA has issued for comment a draft guidance
document on the potential use of biomarker data in clinical development, such data are not
currently accepted by the FDA or other regulatory agencies in the United States, the European Union
or elsewhere in applications for regulatory approval of drug candidates and there is no guarantee
that such data will ever be accepted by the relevant authorities in this connection. Our biomarker
data should not be interpreted as evidence of efficacy.
Due to our reliance on contract research organizations or other third parties to conduct clinical
trials, we may be unable to directly control the timing, conduct and expense of our clinical
trials.
We do not have the ability to independently conduct clinical trials required to obtain
regulatory approvals for our drug candidates. We must rely on third parties, such as contract
research organizations, data management companies, contract clinical research associates, medical
institutions, clinical investigators and contract laboratories to conduct our clinical trials. In
addition, we rely on third parties to assist with our preclinical development of drug candidates.
If these third parties do not successfully carry out their contractual duties or regulatory
obligations or meet expected deadlines, if the third parties need to be replaced or if the quality
or accuracy of the data they obtain is compromised due to the failure to adhere to our clinical
protocols or regulatory requirements or for other reasons, our preclinical development activities
or clinical trials may be extended, delayed, suspended or terminated, and we may not be able to
obtain regulatory approval for or successfully commercialize our drug candidates.
To the extent we are able to enter into collaborative arrangements or strategic alliances, we will
be exposed to risks related to those collaborations and alliances.
Although we are not currently party to any collaboration arrangement or strategic alliance
that is material to our business, in the future we expect to be dependent upon collaborative
arrangements or strategic alliances to complete the development and commercialization of some of
our drug candidates particularly after the Phase 2 stage of clinical testing. These arrangements
may place the development of our drug candidates outside our control, may require us to relinquish
important rights or may otherwise be on terms unfavorable to us.
We may be unable to locate and enter into favorable agreements with third parties, which could
delay or impair our ability to develop and commercialize our drug candidates and could increase our
costs of development and commercialization. Dependence on collaborative arrangements or strategic
alliances will subject us to a number of risks, including the risk that:
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we may not be able to control the amount and timing of resources that our
collaborators may devote to the drug candidates; |
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our collaborators may experience financial difficulties; |
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we may be required to relinquish important rights such as marketing and
distribution rights; |
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business combinations or significant changes in a collaborators business
strategy may also adversely affect a collaborators willingness or ability to
complete our obligations under any arrangement; |
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a collaborator could independently move forward with a competing drug candidate
developed either independently or in collaboration with others, including our
competitors; and |
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collaborative arrangements are often terminated or allowed to expire, which
would delay the development and may increase the cost of developing our drug
candidates. |
We have no manufacturing capacity and will rely on third party manufacturers for the late stage
development and commercialization of any drugs or devices we may develop or sell.
We do not currently operate manufacturing facilities for clinical or commercial production of
our drug candidates under development or our currently marketed ALIGN products. We currently lack
the resources or the capacity to manufacture any of our products on a clinical or commercial scale.
We depend upon a third party, Sinclair, to manufacture the commercial products sold by our ALIGN
subsidiary and we can not rely upon Sinclair to continue to supply the products. We anticipate
future reliance on a limited number of third party manufacturers until we are able, or decide to,
expand our operations to include manufacturing capacities. Any performance failure on the part of
manufacturers could delay late stage clinical development or regulatory approval of our drug, the
commercialization of our drugs or our ability to sell our commercial products, producing additional
losses and depriving us of potential product revenues.
If the FDA or other regulatory agencies approve any of our drug candidates for commercial
sale, or if we significantly expand our clinical trials, we will need to manufacture them in larger
quantities and will be required to secure alternative third-party suppliers to our current
suppliers. To date, our drug candidates have been manufactured in small quantities for preclinical
testing and clinical trials and we may not be able to successfully increase the manufacturing
capacity, whether in collaboration with our current or future third-party manufacturers or on our
own, for any of our drug candidates in a timely or economic manner, or at all. Significant scale-up
of manufacturing may require additional validation studies, which the FDA and other regulatory
bodies must review and approve. If we are unable to successfully increase the manufacturing
capacity for a drug candidate whether for late stage clinical trials or for commercial sale or are
unable to secure alternative third-party suppliers to our current suppliers, the drug development,
regulatory approval or commercial launch of any related drugs may be delayed or blocked or there
may be a shortage in supply. Even if any third party manufacturer makes improvements in the
manufacturing process for our drug candidates, we may not own, or may have to share, the
intellectual property rights to such innovation.
As we evolve from a company primarily involved in discovery and development to one also involved in
the commercialization of drugs and devices, we may encounter difficulties in managing our growth
and expanding our operations successfully.
In order to execute our business strategy, we will need to expand our development, control and
regulatory capabilities and develop financial, manufacturing, marketing and sales capabilities or
contract with third parties to provide these capabilities for us. If our operations expand, we
expect that we will need to manage additional relationships with various collaborative partners,
suppliers and other third parties. Our ability to manage our operations and any growth will require
us to make appropriate changes and upgrades, as necessary, to our operational, financial and
management controls, reporting systems and procedures wherever we may operate. Any inability to
manage growth could delay the execution of our business plan or disrupt our operations.
The failure to attract and retain skilled personnel and key relationships could impair our drug
development and commercialization efforts.
We are highly dependent on our senior management and key scientific, technical and sales and
marketing personnel. Competition for these types of personnel is intense. The loss of the services
of any member of our senior management, scientific, technical or sales or marketing staff may
significantly delay or prevent the achievement of drug development and other business objectives
and could have a material adverse effect on our business, operating results and financial
condition. We also rely on consultants and advisors to assist us in formulating our strategy. All
of our consultants and advisors are either self-employed
or employed by other organizations, and they may have conflicts of interest or other
commitments, such as consulting or advisory contracts with other organizations, that may affect
their ability to contribute to us. The success of the commercialization of the ALIGN products
depends, in large part, on our continued ability to develop and maintain important relationships
with distributors and research and medical institutions. Failure to do that could have a material
adverse effect on our ability to commercialize the ALIGN products.
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We intend to expand and develop new drug candidates. We will need to hire additional employees
in order to continue our clinical trials and market our drug candidates and medical devices. This
strategy will require us to recruit additional executive management and scientific and technical
personnel. There is currently intense competition for skilled executives and employees with
relevant scientific and technical expertise, and this competition is likely to continue. The
inability to attract and retain sufficient scientific, technical and managerial personnel could
limit or delay our product development efforts, which would adversely affect the development of our
drug candidates and commercialization of our potential drugs and growth of our business.
Our drug candidates are subject to extensive regulation, which can be costly and time-consuming,
and we may not obtain approvals for the commercialization of any of our drug candidates.
The clinical development, manufacturing, selling and marketing of our drug candidates are
subject to extensive regulation by the FDA and other regulatory authorities in the United States,
the European Union and elsewhere. These regulations also vary in important, meaningful ways from
country to country. We are not permitted to market a potential drug in the United States until we
receive approval of an NDA from the FDA. We have not received an NDA approval from the FDA for any
of our drug candidates.
Obtaining an NDA approval is expensive and is a complex, lengthy and uncertain process. The
FDA approval process for a new drug involves completion of preclinical studies and the submission
of the results of these studies to the FDA, together with proposed clinical protocols,
manufacturing information, analytical data and other information in an Investigational New Drug, or
IND, which must become effective before human clinical trials may begin. Clinical development
typically involves three phases of study: Phase 1, 2 and 3. The most significant costs associated
with clinical development are the pivotal or suitable for registration late Phase 2 or Phase 3
clinical trials as they tend to be the longest and largest studies conducted during the drug
development process. After completion of clinical trials, an NDA may be submitted to the FDA. In
responding to an NDA, the FDA may refuse to file the application, or if accepted for filing, the
FDA may grant marketing approval, request additional information or deny the application if it
determines that the application does not provide an adequate basis for approval. In addition,
failure to comply with the FDA and other applicable foreign and U.S. regulatory requirements may
subject us to administrative or judicially imposed sanctions. These include warning letters, civil
and criminal penalties, injunctions, product seizure or detention, product recalls, total or
partial suspension of production and refusal to approve either pending NDAs, or supplements to
approved NDAs.
Despite the substantial time and expense invested in preparation and submission of an NDA or
equivalents in other jurisdictions, regulatory approval is never guaranteed. The FDA and other
regulatory authorities in the United States, the European Union and elsewhere exercise substantial
discretion in the drug approval process. The number, size and design of preclinical studies and
clinical trials that will be required for FDA or other regulatory approval will vary depending on
the drug candidate, the disease or condition for which the drug candidate is intended to be used
and the regulations and guidance documents applicable to any particular drug candidate. The FDA or
other regulators can delay, limit or deny approval of a drug candidate for many reasons, including,
but not limited to:
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those discussed in the risk factor which immediately follows; |
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the fact that the FDA or other regulatory officials may not approve our or our
third party manufacturers processes or facilities; or |
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the fact that new regulations may be enacted by the FDA or other regulators may
change their approval policies or adoption of new regulations requiring new or
different evidence of safety and efficacy for the intended use of a drug
candidate. |
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With regard to the ALIGN products, and following regulatory approval of any of our drug candidates,
we are subject to ongoing regulatory obligations and restrictions, which may result in significant
expense and limit our ability to commercialize our potential products.
With regard to our ALIGN products and our drug candidates, if any, approved by the FDA or by
another regulatory authority, we are held to extensive regulatory requirements over product
manufacturing, labeling, packaging, adverse event reporting, storage, advertising, promotion and
record keeping. Regulatory approvals may also be subject to significant limitations on the
indicated uses or marketing of the drug candidates. Potentially costly follow-up or post-marketing
clinical studies may be required as a condition of approval to further substantiate safety or
efficacy, or to investigate specific issues of interest to the regulatory authority. Previously
unknown problems with the product or drug candidate, including adverse events of unanticipated
severity or frequency, may result in restrictions on the marketing of the drug or device, and could
include withdrawal of the drug or device from the market.
In addition, the law or regulatory policies governing pharmaceuticals may change. New
statutory requirements may be enacted or additional regulations may be enacted that could prevent
or delay regulatory approval of our drug candidates. We cannot predict the likelihood, nature or
extent of adverse government regulation that may arise from future legislation or administrative
action, either in the United States or elsewhere. If we are not able to maintain regulatory
compliance, we might not be permitted to market our drugs and our business could suffer.
Our applications for regulatory approval could be delayed or denied due to problems with studies
conducted before we in-licensed the rights to some of our product candidates.
We currently license some of the compounds and drug candidates used in our research programs
from third parties. These include sapacitabine which was licensed from Daiichi-Sankyo. Our present
research involving these compounds relies upon previous research conducted by third parties over
whom we had no control and before we in-licensed the drug candidates. In order to receive
regulatory approval of a drug candidate, we must present all relevant data and information obtained
during our research and development, including research conducted prior to our licensure of the
drug candidate. Although we are not currently aware of any such problems, any problems that emerge
with preclinical research and testing conducted prior to our in-licensing may affect future results
or our ability to document prior research and to conduct clinical trials, which could delay, limit
or prevent regulatory approval for our drug candidates.
We face intense competition and our competitors may develop drugs that are less expensive, safer,
or more effective than our drug candidates.
A large number of drug candidates are in development for the treatment of leukemia, lung
cancer, lymphomas and nasopharyngeal cancer. Several pharmaceutical and biotechnology companies
have nucleoside analogs or other products on the market or in clinical trials which may be
competitive to sapacitabine in both hematological and oncology indications. These include Celgene,
Cephalon, Eisai, Johnson & Johnson, Eli Lilly, Genzyme, GlaxoSmithKline, Hospira, Pfizer, Seattle
Genetics, Sunesis and Vion. There are two other-orally available CDK inhibitor in Phase 2 clinical
trials. PD-0332991 (Pfizer/Onyx) and PHA-848125 (Nerviano Medical Sciences) target different
subsets of CDK enzymes and have a different mechanism of action from seliciclib. We believe that
seliciclib is currently the most advanced orally available CDK-specific agent in Phase 2 clinical
trials but that there are a number of companies, including AstraZeneca, Bayer-Schering, Eisai,
Merck, Nerviano Medical Sciences, Pfizer, Piramal Life Sciences, and Roche that are developing CDK
inhibitors in early stage clinical trials in cancer patients. Although Aventis, a predecessor of
Sanofi-Aventis, had previously announced that it has ceased Phase 2 development of alvocidib or
flavopiridol, a CDK inhibitor, we believe that the National Cancer Institutes Cancer Therapy
Evaluation Program, or CTEP, is continuing to enroll patients in a CTEP sponsored trial in patients
with chronic leukemia. A number of companies are pursuing discovery and
research activities in each of the other areas that are the subject of our research and drug
development programs. We believe that AstraZeneca, Entremed, Merck, jointly with Vertex, Nerviano
Medical Sciences, Pfizer, Rigel, Sunesis and Takeda-Millennium have commenced Phase 1 or Phase 2
clinical trials of Aurora kinase inhibitors in patients with advanced cancers. Several companies
have reported selection of Aurora kinase inhibitor candidates for development and may have started
or are expected to start clinical trials within the next twelve months. We believe that Boehringer
Ingelheim, GlaxoSmithKline, Nerviano Medical Sciences, Onconova, Takeda-Millennium and Tekmira
Pharmaceuticals Corporation have commenced Phase 1 or Phase 2 clinical trials with Plk inhibitor
candidates for oncology indications. For our ALIGN products, we believe that Beiersdorf,
Daiichi-Sankyo, Eisai, Johnson & Johnson, MPM Medical and other companies market products for
radiation dermatitis and xerostomia.
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Our competitors, either alone or together with collaborators, may have substantially greater
financial resources and research and development staff. Our competitors may also have more
experience:
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developing drug candidates; |
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conducting preclinical and clinical trials; |
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obtaining regulatory approvals; and |
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commercializing product candidates. |
Our competitors may succeed in obtaining patent protection and regulatory approval and may
market drugs before we do. If our competitors market drugs that are less expensive, safer, more
effective or more convenient to administer than our potential drugs, or that reach the market
sooner than our potential drugs, we may not achieve commercial success. Scientific, clinical or
technical developments by our competitors may render our drug candidates obsolete or
noncompetitive. We anticipate that we will face increased competition in the future as new
companies enter the markets and as scientific developments progress. If our drug candidates obtain
regulatory approvals, but do not compete effectively in the marketplace, our business will suffer.
The commercial success of the ALIGN products and our drug candidates depends upon their market
acceptance among physicians, patients, healthcare providers and payors and the medical community.
It is necessary that our and our distribution partners products, including Xclair® Cream,
Numoisyn® Liquid and Numoisyn® Lozenges achieve and maintain market acceptance. If our drug
candidates are approved by the FDA or by another regulatory authority, the resulting drugs, if any,
may not gain market acceptance among physicians, healthcare providers and payors, patients and the
medical community. The degree of market acceptance of any of our approved drugs or devices will
depend on a variety of factors, including:
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timing of market introduction, number and clinical profile of competitive
drugs; |
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our ability to provide acceptable evidence of safety and efficacy; |
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relative convenience and ease of administration; |
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availability of coverage, reimbursement and adequate payment from health
maintenance organizations and other third party payors; |
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prevalence and severity of adverse side effects; and |
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other potential advantages over alternative treatment methods. |
If our drugs fail to achieve market acceptance, we may not be able to generate significant
revenue and our business would suffer.
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If we are unable to compete successfully in our market place, it will harm our business.
There are existing products in the marketplace that compete with our products. Companies may
develop new products that compete with our products. Certain of these competitors and potential
competitors have longer operating histories, substantially greater product development capabilities
and financial, scientific, marketing and sales resources. Competitors and potential competitors may
also develop products that are safer, more effective or have other potential advantages compared to
our products. In addition, research, development and commercialization efforts by others could
render our products obsolete or non-competitive. Certain of our competitors and potential
competitors have broader product offerings and extensive customer bases allowing them to adopt
aggressive pricing policies that would enable them to gain market share. Competitive pressures
could result in price reductions, reduced margins and loss of market share. We could encounter
potential customers that, due to existing relationships with our competitors, are committed to
products offered by those competitors. As a result, those potential customers may not consider
purchasing our products.
There is uncertainty related to coverage, reimbursement and payment by healthcare providers and
payors for the ALIGN products and newly approved drugs, if any. The inability or failure to obtain
or maintain coverage could affect our ability to market the ALIGN products and our future drugs and
decrease our ability to generate revenue.
The availability and levels of coverage and reimbursement of newly approved drugs by
healthcare providers and payors is subject to significant uncertainty. The commercial success of
the ALIGN products and our drug candidates in both the United States and international markets is
substantially dependent on whether third party coverage and reimbursement is available. The United
States Centers for Medicare and Medicaid Services, health maintenance organizations and other third
party payors in the United States, the European Union and other jurisdictions are increasingly
attempting to contain healthcare costs by limiting both coverage and the level of reimbursement of
new drugs and, as a result, they may not cover or provide adequate payment for our potential drugs.
The ALIGN products and our drug candidates may not be considered cost-effective and reimbursement
may not be available to consumers or may not be sufficient to allow the ALIGN products or our drug
candidates to be marketed on a competitive basis.
In some countries, pricing of prescription drugs is subject to government control. In such
countries, pricing negotiations with governmental authorities can take three to 12 months or longer
following application to the competent authorities. To obtain reimbursement or pricing approval in
such countries may require conducting an additional clinical trial comparing the cost-effectiveness
of the drug to other alternatives. In the United States, the Medicare Part D drug benefit
implemented in 2006 will limit drug coverage through formularies and other cost and utilization
management programs, while Medicare Part B limits drug payments to a certain percentage of average
price or through restrictive payment policies of least costly alternatives and inherent
reasonableness Our business could be materially harmed if coverage, reimbursement or pricing is
unavailable or set at unsatisfactory levels.
Intellectual property rights and distribution rights for our drug candidate seliciclib and ALIGN
products are licensed from others, and any termination of these licenses could harm our business.
We have in-licensed certain patent rights in connection with the development program of our
drug candidate seliciclib. Pursuant to the CNRS and Institut Curie license under which we license
seliciclib, we are obligated to pay license fees, milestone payments and royalties and provide
regular progress reports. We are also obligated to use reasonable efforts to develop and
commercialize products based on the licensed patents.
We have in-licensed from Sinclair the distribution rights to the ALIGN products. This license
agreement imposes obligations on us and is expected to expire in 2015. Although we are currently in
compliance with all of our material obligations under this license, if we were to breach any such
obligations, Sinclair would be permitted to terminate the license. In addition, if we unable to
extend the term of the license agreement, it would prevent us from distributing the ALIGN products.
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Although we are currently in compliance with all of our material obligations under these
licenses, if we were to breach any such obligations our counterparties may be entitled to terminate
the licenses. This would restrict or delay or eliminate our ability to develop and commercialize
the seliciclib or sell the ALIGN products, which could adversely affect our business.
We may be exposed to product liability claims that may damage our reputation and we may not be able
to obtain adequate insurance.
Because we conduct clinical trials in humans, we face the risk that the use of our drug
candidates will result in adverse effects. We believe that we have obtained reasonably adequate
product liability insurance coverage for our trials. We cannot predict, however, the possible harm
or side effects that may result from our clinical trials. Such claims may damage our reputation and
we may not have sufficient resources to pay for any liabilities resulting from a claim excluded
from, or beyond the limit of, our insurance coverage.
As we market commercialized products through our ALIGN subsidiary we are exposed to additional
risks of product liability claims. These risks exist even with respect to drugs and devices that
are approved for commercial sale by the FDA or other regulatory authorities in the United States,
the European Union or elsewhere and manufactured in facilities licensed and regulated by the FDA or
other such regulatory authorities. We have secured limited product liability insurance coverage,
but may not be able to maintain such insurance on acceptable terms with adequate coverage, or at a
reasonable cost. There is also a risk that third parties that we have agreed to indemnify could
incur liability. Even if we were ultimately successful in product liability litigation, the
litigation would consume substantial amounts of our financial and managerial resources and may
exceed insurance coverage creating adverse publicity, all of which would impair our ability to
generate sales of the litigated product as well as our other potential drugs.
We may be required to defend lawsuits or pay damages in connection with the alleged or actual
violation of healthcare statutes such as fraud and abuse laws, and our corporate compliance
programs can never guarantee that we are in compliance with all relevant laws and regulations.
Our commercialization efforts in the United States are subject to various federal and state
laws pertaining to promotion and healthcare fraud and abuse, including federal and state
anti-kickback, fraud and false claims laws. Anti-kickback laws make it illegal for a manufacturer
to offer or pay any remuneration in exchange for, or to induce, the referral of business, including
the purchase of a product. The federal government has published many regulations relating to the
anti-kickback statutes, including numerous safe harbors or exemptions for certain arrangements.
False claims laws prohibit anyone from knowingly and willingly presenting, or causing to be
presented for payment to third-party payers including Medicare and Medicaid, claims for reimbursed
products or services that are false or fraudulent, claims for items or services not provided as
claimed, or claims for medically unnecessary items or services.
Our activities relating to the sale and marketing of our products will be subject to scrutiny
under these laws and regulations. It may be difficult to determine whether or not our activities,
comply with these complex legal requirements. Violations are punishable by significant criminal
and/or civil fines and other penalties, as well as the possibility of exclusion of the product from
coverage under governmental healthcare programs, including Medicare and Medicaid. If the government
were to investigate or make allegations against us or any of our employees, or sanction or convict
us or any of our employees, for violations of any of these legal requirements, this could have a
material adverse effect on our business, including our stock price. Our activities could be subject
to challenge for many reasons, including the broad scope and complexity of these laws and
regulations, the difficulties in interpreting and applying these legal requirements, and the high
degree of prosecutorial resources and attention being devoted to the biopharmaceutical industry and
health care fraud by law enforcement authorities. During the last few years, numerous
biopharmaceutical companies have paid multi-million dollar fines and entered into burdensome
settlement agreements for alleged violation of these requirements, and other companies are under
active investigation. Although we have developed and implemented corporate and field compliance
programs as part of our commercialization efforts, we cannot assure you that we or our employees,
directors or agents were, are or will be in compliance with all laws and regulations or that we
will not come under investigation, allegation or sanction.
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In addition, we may be required to prepare and report product pricing-related information to
federal and state governmental authorities, such as the Department of Veterans Affairs and under
the Medicaid program. The calculations used to generate the pricing-related information are complex
and require the exercise of judgment. If we fail to accurately and timely report product
pricing-related information or to comply with any of these or any other laws or regulations,
various negative consequences could result, including criminal and/or civil prosecution,
substantial criminal and/or civil penalties, exclusion of the approved product from coverage under
governmental healthcare programs including Medicare and Medicaid, costly litigation and restatement
of our financial statements. In addition, our efforts to comply with this wide range of laws and
regulations are, and will continue to be, time-consuming and expensive.
If our supplier upon whom we rely fails to produce on a timely basis the finished goods in the
volumes that we require or fails to meet quality standards and maintain necessary licensure from
regulatory authorities, we may be unable to meet demand for our products, potentially resulting in
lost revenues.
Our licensor and supplier Sinclair contracts with third party manufacturers to supply the
finished goods to us to meet our needs. If any of Sinclairs third party manufacturers service
providers do not meet our or our licensors requirements for quality, quantity or timeliness, or do
not achieve and maintain compliance with all applicable regulations, demand for our products or our
ability to continue supplying such products could substantially decline. As the third party
manufacturers are the sole supplier of the products any delays may impact our sales.
In all the countries where we sell or may sell our products, governmental regulations exist to
define standards for manufacturing, packaging, labeling and storing. All of our suppliers of raw
materials and contract manufacturers must comply with these regulations. Failure to do so could
result in supply interruptions. In the United States, the FDA requires that all suppliers of
pharmaceutical bulk material and all manufacturers of pharmaceuticals for sale in or from the
United States achieve and maintain compliance with the FDAs Current Good Manufacturing Practice or
cGMP regulations and guidelines. Failure of our third-party manufacturers to comply with applicable
regulations could result in sanctions being imposed on them or us, including fines, injunctions,
civil penalties, disgorgement, suspension or withdrawal of approvals, license revocation, seizures
or recalls of products, operating restrictions and criminal prosecutions, any of which could
significantly and adversely affect supplies of our products. In addition, before any product batch
produced by our manufacturers can be shipped, it must conform to release specifications
pre-approved by regulators for the content of the pharmaceutical product. If the operations of one
or more of our manufacturers were to become unavailable for any reason, any required FDA review and
approval of the operations of an alternative supplier could cause a delay in the manufacture of our
products.
Our customer base is highly concentrated.
Our principal customers are a small number of wholesale drug distributors. These customers
comprise a significant part of the distribution network for pharmaceutical products in the United
States. Three large wholesale distributors, AmerisourceBergen Corporation, Cardinal Health, Inc.
and McKesson Corporation, control a significant share of the market in the United States. Our
ability to distribute any product, including Xclair® Cream, Numoisyn® Liquid and Numoisyn® Lozenges
and to recognize revenues on a timely basis is substantially dependent on our ability to maintain
commercially reasonable agreements with each of these wholesale distributors and the extent to
which these distributors, over whom we have no control, comply with such agreements. Our agreements
with wholesaler distributors may contain terms that are not favorable, given our relative lack of
market leverage as a company with only three approved products or other factors, which could
adversely affect our commercialization of Xclair® Cream, Numoisyn® Liquid and Numoisyn® Lozenges.
The loss of any of these customers could materially and adversely affect our ability to distribute
our products, resulting in a negative impact on our operations and financial condition.
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We may be unable to accurately estimate demand and monitor wholesaler inventory of Xclair® Cream,
Numoisyn® Liquid or Numoisyn® Lozenges. Although we attempt to monitor wholesaler inventory of
Xclair® Cream, Numoisyn® Liquid or Numoisyn® Lozenges, we also rely on third party information,
which is inherently uncertain and may not be accurate, to assist us in monitoring estimated
inventory levels and prescription trends. Inaccurate estimates of the demand and inventory levels
of the product
may cause our revenues to fluctuate significantly from quarter to quarter and may cause our
operating results for a particular quarter to be below expectations.
Inventory levels of Xclair® Cream, Numoisyn® Liquid or Numoisyn® Lozenges held by wholesalers
can also cause our operating results to fluctuate unexpectedly. For the years ended December 31,
2009 and 2010, approximately 85% and 87%, respectively, of our product sales in the United States
were to three wholesalers, Cardinal Health, Inc., McKesson Corporation and AmerisourceBergen.
Inventory levels held by those wholesalers can cause our operating results to fluctuate
unexpectedly if our sales to wholesalers do not match customer demand. We have entered into
inventory management agreements with these U.S. wholesalers under which they provide us with data
regarding inventory levels at these wholesalers. However, these wholesalers may not be completely
effective in matching inventory levels to customer demand, as they make estimates to determine
customer demand. In addition, inventory is held at retail pharmacies and other non-wholesaler
locations, for which we have no inventory management agreements and have no control in respect to
their buying patterns. Also, the non-retail sector in the United States, which includes government
institutions and large health maintenance organizations, tends to be less consistent in terms of
buying patterns, and often causes quarter-over-quarter fluctuations in inventory and ordering
patterns. We attempt to monitor inventory of Xclair®, Numoisyn® Liquid or Numoisyn® Lozenges in the
United States through the use of internal sales forecasts and the expiration dates of product
shipped, among other factors.
The commercialization of our products is substantially dependent on our ability to develop
effective sales and marketing capabilities.
Our successful commercialization of Xclair® Cream, Numoisyn® Liquid and Numoisyn® Lozenges in
the United States will depend on our ability to establish and maintain an effective sales and
marketing organization in the United States. We hired trained and deployed additional marketing
personnel and a small oncology specialty sales force. We may increase or decrease the size of our
sales force in the future, depending on many factors, including the effectiveness of the sales
force, the level of market acceptance of Xclair® Cream, Numoisyn® Liquid and Numoisyn® Lozenges and
the results of our clinical trials. Prior to our launches of these products, we had never sold or
marketed any products.
For our product candidates currently under development, our strategy is to develop compounds
through the Phase 2 stage of clinical testing and market or co-promote certain of our drugs on our
own. We have limited sales, marketing or distribution capabilities. We will depend primarily on
strategic alliances with third parties, which have established distribution systems and sales
forces, to commercialize our drugs. To the extent that we are unsuccessful in commercializing any
drugs or devices ourselves or through a strategic alliance, product revenues will suffer, we will
incur significant additional losses and our share price will be negatively affected.
Defending against claims relating to improper handling, storage or disposal of hazardous chemical,
radioactive or biological materials could be time consuming and expensive.
Our research and development involves the controlled use of hazardous materials, including
chemicals, radioactive and biological materials such as chemical solvents, phosphorus and bacteria.
Our operations produce hazardous waste products. We cannot eliminate the risk of accidental
contamination or discharge and any resultant injury from those materials. Various laws and
regulations govern the use, manufacture, storage, handling and disposal of hazardous materials. We
may be sued for any injury or contamination that results from our use or the use by third parties
of these materials. Compliance with environmental laws and regulations may be expensive, and
current or future environmental regulations may impair our research, development and production
efforts.
Risks Related to Our Business and Financial Condition
The current economic conditions and financial market turmoil could adversely affect our business
and results of operations.
Economic conditions remain difficult with the continuing uncertainty in the global credit
markets, the financial services industry and the United States capital markets and with the United
States economy as a
whole experiencing a period of substantial turmoil and uncertainty characterized by
unprecedented intervention by the United States federal government and the failure, bankruptcy, or
sale of various financial and other institutions. We believe the current economic conditions and
financial market turmoil could adversely affect our operations, business and prospects, as well as
our ability to obtain funds. If these circumstances persist or continue to worsen, our future
operating results could be adversely affected, particularly relative to our current expectations.
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We are at an early stage of development as a company and we do not have, and may never have, any
products that generate significant revenues.
We are at an early stage of development as a company and have a limited operating history on
which to evaluate our business and prospects. While we have earned modest product revenues from the
ALIGN business acquired in October 2007, since beginning operations in 1996, we have not generated
any product revenues from our product candidates currently in development. We cannot guarantee that
any of our product candidates currently in development will ever become marketable products and we
do not anticipate material revenues from the ALIGN products in the foreseeable future. We must
demonstrate that our drug candidates satisfy rigorous standards of safety and efficacy for their
intended uses before the FDA, and other regulatory authorities in the United States, the European
Union and elsewhere. Significant additional research, preclinical testing and clinical testing is
required before we can file applications with the FDA or other regulatory authorities for premarket
approval of our drug candidates. In addition, to compete effectively, our drugs must be easy to
administer, cost-effective and economical to manufacture on a commercial scale. We may not achieve
any of these objectives. Sapacitabine, our most advanced drug candidates for the treatment of
cancer, is currently in Phase 3 for AML and Phase 2 for MDS. Seliciclib is currently in Phase 2
clinical trials. A combination trial of sapacitabine and seliciclib is currently in a Phase 1
clinical trial. We cannot be certain that the clinical development of these or any other drug
candidates in preclinical testing or clinical development will be successful, that we will receive
the regulatory approvals required to commercialize them or that any of our other research and drug
discovery programs will yield a drug candidate suitable for investigation through clinical trials.
Our commercial revenues from our product candidates currently in development, if any, will be
derived from sales of drugs that will not become marketable for several years, if at all.
We have a history of operating losses and we may never become profitable. Our stock is a highly
speculative investment.
We have incurred operating losses in each year since beginning operations in 1996 due to costs
incurred in connection with our research and development activities and selling, general and
administrative costs associated with our operations, and we may never achieve profitability. As of
December 31, 2009 and 2010, our accumulated deficit was $222.3 million and $241.8 million,
respectively. Our net loss for the years ended December 31, 2008, 2009 and 2010 was $40.4 million,
$19.6 million and $16.0 million, respectively. Our net loss applicable to common stockholders from
inception through December 31, 2010 was $282.9 million. Our drug candidates are in the mid-stages
of clinical testing and we must conduct significant additional clinical trials before we can seek
the regulatory approvals necessary to begin commercial sales of our drugs. We expect to incur
continued losses for several years, as we continue our research and development of our drug
candidates, seek regulatory approvals, commercialize any approved drugs and market and promote the
ALIGN products: Xclair® Cream, Numoisyn® Liquid and Numoisyn® Lozenges. If our drug candidates are
unsuccessful in clinical trials or we are unable to obtain regulatory approvals, or if our drugs
are unsuccessful in the market, we will not be profitable. If we fail to become and remain
profitable, or if we are unable to fund our continuing losses, particularly in light of the current
economic conditions, you could lose all or part of your investment.
Capital markets are currently experiencing a period of disruption and instability, which has had
and could continue to have a negative impact on the availability and cost of capital.
The general disruption in the United States capital markets has impacted the broader worldwide
financial and credit markets and reduced the availability of debt and equity capital for the market
as a whole. These global conditions could persist for a prolonged period of time or worsen in the
future. Our
ability to access the capital markets may be restricted at a time when we would like, or need,
to access those markets, which could have an impact on our flexibility to react to changing
economic and business conditions. The resulting lack of available credit, lack of confidence in the
financial sector, increased volatility in the financial markets could materially and adversely
affect the cost of debt financing and the proceeds of equity financing may be materially adversely
impacted by these market conditions.
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If we fail to comply with the continued listing requirements of the NASDAQ Global Market our common
stock price may be delisted and the price of our common stock and our ability to access the capital
markets could be negatively impacted.
Our common stock is currently listed for trading on the NASDAQ Global Market. We must satisfy
NASDAQs continued listing requirements, including among other things, a minimum stockholders
equity of $10.0 million and a minimum bid price for our common stock of $1.00 per share, or risk
delisting, which would have a material adverse affect on our business. A delisting of our common
stock from the NASDAQ Global Market could materially reduce the liquidity of our common stock and
result in a corresponding material reduction in the price of our common stock. In addition,
delisting could harm our ability to raise capital through alternative financing sources on terms
acceptable to us, or at all, and may result in the potential loss of confidence by investors,
suppliers, customers and employees and fewer business development opportunities. During 2009,
Cyclacel received notification from the NASDAQ Stock Market that the Company was not in
compliance with the minimum $10 million stockholders equity requirement for continued listing set
forth in NASDAQ Marketplace Rule 5450(b)(1)(A). On January 27, 2010, NASDAQ notified the Company
that it regained compliance with the minimum $50 million market value of listed securities
requirement and that it currently complies with all other applicable standards for continued
listing on The NASDAQ Global Market. Accordingly, the Companys shares of common and preferred
stock will continue to trade on The NASDAQ Global Market.
Raising additional capital in the future may not be available to us on reasonable terms, if at all,
when or as we require additional funding. If we issue additional shares of our common stock or
other securities that may be convertible into, or exercisable or exchangeable for, our common
stock, our existing stockholders would experience further dilution. If we fail to obtain additional
funding, we may be unable to complete the development and commercialization of our lead drug
candidate, sapacitabine, or continue to fund our research and development programs.
We have funded all of our operations and capital expenditures with proceeds from the issuance
of public equity securities, private placements of our securities, interest on investments,
licensing revenue, government grants, research and development tax credits and product revenue. In
order to conduct the lengthy and expensive research, preclinical testing and clinical trials
necessary to complete the development and marketing of our drug candidates, we will require
substantial additional funds. Based on our current operating plans of focusing on the advancement
of sapacitabine, we expect our existing resources to be sufficient to fund our planned operations
for at least the next twelve months. To meet our long-term financing requirements, we may raise
funds through public or private equity offerings, debt financings or strategic alliances. Raising
additional funds by issuing equity or convertible debt securities may cause our stockholders to
experience substantial dilution in their ownership interests and new investors may have rights
superior to the rights of our other stockholders. Raising additional funds through debt financing,
if available, may involve covenants that restrict our business activities and options. To the
extent that we raise additional funds through collaborations and licensing arrangements, we may
have to relinquish valuable rights to our drug discovery and other technologies, research programs
or drug candidates, or grant licenses on terms that may not be favorable to us. Additional funding
may not be available to us on favorable terms, or at all, particularly in light of the current
economic conditions. If we are unable to obtain additional funds, we may be forced to delay or
terminate our current clinical trials and the development and marketing of our drug candidates
including sapacitabine.
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To the extent we elect to fund the development of a drug candidate or the commercialization of a
drug at our expense, we will need substantial additional funding.
We plan to market drugs on our own, with or without a partner, that can be effectively
commercialized and sold in concentrated markets that do not require a large sales force to be
competitive. To achieve this goal, we will need to establish our own specialized sales force,
marketing organization and supporting distribution capabilities. The development and
commercialization of our drug candidates is very expensive, including our anticipated Phase 3
clinical trials for sapacitabine. To the extent we elect to fund the full development of a drug
candidate or the commercialization of a drug at our expense, we will need to raise substantial
additional funding to:
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fund research and development and clinical trials connected with our research; |
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fund clinical trials and seek regulatory approvals; |
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build or access manufacturing and commercialization capabilities; |
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implement additional internal control systems and infrastructure; |
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commercialize and secure coverage, payment and reimbursement of our drug
candidates, if any such candidates receive regulatory approval; |
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maintain, defend and expand the scope of our intellectual property; and |
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hire additional management, sales and scientific personnel. |
Our future funding requirements will depend on many factors, including:
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the scope, rate of progress and cost of our clinical trials and other research and
development activities; |
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the costs and timing of seeking and obtaining regulatory approvals; |
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the costs of filing, prosecuting, defending and enforcing any patent claims and
other intellectual property rights; |
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the costs associated with establishing sales and marketing capabilities; |
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the costs of acquiring or investing in businesses, products and technologies; |
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the effect of competing technological and market developments; and |
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the payment, other terms and timing of any strategic alliance, licensing or other
arrangements that we may establish. |
If we are not able to secure additional funding when needed, especially in light of the
current economic conditions and financial market turmoil, we may have to delay, reduce the scope of
or eliminate one or more of our clinical trials or research and development programs or future
commercialization efforts.
Any future workforce and expense reductions may have an adverse impact on our internal programs,
strategic plans, and our ability to hire and retain key personnel, and may also be distracting to
our management.
Further workforce and expense reductions in addition to those carried out in September 2008
and June 2009 could result in significant delays in implementing our strategic plans. In addition,
employees, whether or not directly affected by such reduction, may seek future employment with our
business partners or competitors. Although our employees are required to sign a confidentiality
agreement at the time of hire, the confidential nature of certain proprietary information may not
be maintained in the course of any such future employment. In addition, any additional workforce
reductions or restructurings would be expected to involve significant expense as a result of
contractual terms in certain of our existing agreements, including potential severance obligations
as well as any payments that may, under certain circumstances, be required
under our agreement with the Scottish Enterprise. Further, we believe that our future success
will depend in large part upon our ability to attract and retain highly skilled personnel. We may
have difficulty retaining and attracting such personnel as a result of a perceived risk of future
workforce and expense reductions. Finally, the implementation of expense reduction programs may
result in the diversion of the time and attention of our executive management team and other key
employees, which could adversely affect our business.
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Budget constraints resulting from our restructuring plan may negatively impact our research and
development, forcing us to delay our efforts to develop certain product candidates in favor of
developing others, which may prevent us from commercializing our product candidates as quickly as
possible.
Research and development is an expensive process. As part of our restructuring plan, we have
decided to focus our clinical development priorities on sapacitabine, while still possibly
continuing to progress additional programs pending the availability of clinical data and the
availability of funds, at which time we will determine the feasibility of pursuing, if at all,
further advanced development of seliciclib, CYC116 or additional programs. Because we have had to
prioritize our development candidates as a result of budget constraints, we may not be able to
fully realize the value of our product candidates in a timely manner, if at all.
We are exposed to risks related to foreign currency exchange rates.
Some of our costs and expenses are denominated in foreign currencies. Most of our foreign
expenses are associated with our research and development operations of our United Kingdom-based
wholly-owned subsidiary. When the United States dollar weakens against the British pound, the
United States dollar value of the foreign currency denominated expense increases, and when the
United States dollar strengthens against the British pound, the United States dollar value of the
foreign currency denominated expense decreases. Consequently, changes in exchange rates, and in
particular a weakening of the United States dollar, may adversely affect our results of operations
Risks Related to our Intellectual Property
We may be subject to damages resulting from claims that our employees or we have wrongfully used or
disclosed alleged trade secrets of their former employers.
Many of our employees were previously employed at universities or other biotechnology or
pharmaceutical companies, including our competitors or potential competitors. Although no claims
against us are currently pending, we may be subject to claims that these employees or we have
inadvertently or otherwise used or disclosed trade secrets or other proprietary information of
their former employers. Litigation may be necessary to defend against these claims. If we fail in
defending such claims, in addition to paying monetary damages, we may lose valuable intellectual
property rights or personnel. A loss of key research personnel or their work product could hamper
or prevent our ability to commercialize certain potential drugs, which could severely harm our
business. Even if we are successful in defending against these claims, litigation could result in
substantial costs and be a distraction to management.
If we fail to enforce adequately or defend our intellectual property rights our business may be
harmed.
Our commercial success depends in large part on obtaining and maintaining patent and trade
secret protection for our drug candidates, the methods used to manufacture those drug candidates
and the methods for treating patients using those drug candidates.
Specifically, sapacitabine is covered in granted, composition of matter patents that expire in
2014 in the United States and 2012 outside the United States. Sapacitabine is further protected by
additional granted, composition of matter patents claiming certain, stable crystalline forms of
sapacitabine and their pharmaceutical compositions and therapeutic uses that expire in 2022. In
early development, amorphous sapacitabine was used. We have used one of the stable, crystalline
forms of sapacitabine in nearly all our Phase 1 and in all of our Phase 2 clinical studies. We have
also chosen this form for commercialization. Additional patents claim certain medical uses and
formulations of sapacitabine which have emerged in our
clinical trials. Seliciclib is protected by granted, composition of matter patents that expire
in 2016. Additional patents claim certain medical uses which have emerged from our research
programs.
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Failure to obtain, maintain or extend the patents could adversely affect our business. We will
only be able to protect our drug candidates and our technologies from unauthorized use by third
parties to the extent that valid and enforceable patents or trade secrets cover them.
Our ability to obtain patents is uncertain because legal means afford only limited protections
and may not adequately protect our rights or permit it to gain or keep any competitive advantage.
Some legal principles remain unresolved and the breadth or interpretation of claims allowed in
patents in the United States, the European Union or elsewhere can still be difficult to ascertain
or predict. In addition, the specific content of patents and patent applications that are necessary
to support and interpret patent claims is highly uncertain due to the complex nature of the
relevant legal, scientific and factual issues. Changes in either patent laws or in interpretations
of patent laws in the United States, the European Union or elsewhere may diminish the value of our
intellectual property or narrow the scope of our patent protection. Our existing patents and any
future patents we obtain may not be sufficiently broad to prevent others from practicing our
technologies or from developing competing products and technologies. In addition, we generally do
not control the patent prosecution of subject matter that we license from others and have not
controlled the earlier stages of the patent prosecution. Accordingly, we are unable to exercise the
same degree of control over this intellectual property as we would over our own.
Even if patents are issued regarding our drug candidates or methods of using them, those
patents can be challenged by our competitors who may argue such patents are invalid and/or
unenforceable. Patents also will not protect our drug candidates if competitors devise ways of
making or using these product candidates without legally infringing our patents. The U.S. Federal
Food, Drug and Cosmetic, or FD&C, Act and FDA regulations and policies and equivalents in other
jurisdictions provide incentives to manufacturers to challenge patent validity or create modified,
noninfringing versions of a drug in order to facilitate the approval of abbreviated new drug
applications for generic substitutes. These same types of incentives encourage manufacturers to
submit new drug applications that rely on literature and clinical data not prepared for or by the
drug sponsor.
Proprietary trade secrets and unpatented know-how are also very important to our business. We
rely on trade secrets to protect our technology, especially where we do not believe that patent
protection is appropriate or obtainable. However, trade secrets are difficult to protect. Our
employees, consultants, contractors, outside scientific collaborators and other advisors may
unintentionally or willfully disclose our confidential information to competitors, and
confidentiality agreements may not provide an adequate remedy in the event of unauthorized
disclosure of confidential information. Enforcing a claim that a third party obtained illegally and
is using trade secrets is expensive and time consuming, and the outcome is unpredictable. Moreover,
our competitors may independently develop equivalent knowledge, methods and know-how. Failure to
obtain or maintain trade secret protection could adversely affect our competitive business
position.
Intellectual property rights of third parties may increase our costs or delay or prevent us from
being able to commercialize our drug candidates and/or the ALIGN products.
There is a risk that we are infringing or will infringe the proprietary rights of third
parties because patents and pending applications belonging to third parties exist in the United
States, the European Union and elsewhere in the world in the areas of our research and/or the ALIGN
products. Others might have been the first to make the inventions covered by each of our or our
licensors pending patent applications and issued patents and might have been the first to file
patent applications for these inventions. We are aware of several published patent applications,
and understand that others may exist, that could support claims that, if granted, could cover
various aspects of our developmental programs, including in some cases particular uses of our lead
drug candidate sapacitabine, seliciclib or other therapeutic candidates, or gene sequences and
techniques that we use in the course of our research and development. In addition, we understand
that other applications and patents exist relating to potential uses of sapacitabine and seliciclib
that are not
45
part of our current clinical programs for these compounds. Numerous third-party United States and
foreign issued patents and pending applications exist in the area of kinases, including CDK, AK and
Plk for which we have research programs. For example, some pending patent applications contain
broad claims that could represent freedom to operate limitations for some of our kinase programs
should they be issued unchanged. Although we intend to continue to monitor these applications, we
cannot predict what claims will ultimately be allowed and if allowed what their scope would be. In
addition, because the patent application process can take several years to complete, there may be
currently pending applications, unknown to us, which may later result in issued patents that cover
the production, manufacture, commercialization or use of our drug candidates. If we wish to use the
technology or compound claimed in issued and unexpired patents owned by others, we will need to
obtain a license from the owner, enter into litigation to challenge the validity of the patents or
incur the risk of litigation in the event that the owner asserts that we infringe its patents. In
one case we have opposed a European patent relating to human aurora kinase and the patent has been
finally revoked (no appeal was filed). We are also aware of a corresponding U.S. patent containing
method of treatment claims for specific cancers using aurora kinase modulators which, if held
valid, could potentially restrict the use of our aurora kinase inhibitors once clinical trials are
completed.
There has been substantial litigation and other proceedings regarding patent and other
intellectual property rights in the pharmaceutical and biotechnology industries. Defending against
third party claims, including litigation in particular, would be costly and time consuming and
would divert managements attention from our business, which could lead to delays in our
development or commercialization efforts. If third parties are successful in their claims, we might
have to pay substantial damages or take other actions that are adverse to our business. As a result
of intellectual property infringement claims, or to avoid potential claims, we might:
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be prohibited from selling or licensing any product that we may develop unless
the patent holder licenses the patent to us, which it is not required to do; |
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be required to pay substantial royalties or grant a cross license to our
patents to another patent holder; |
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decide to move some of our screening work outside Europe; |
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be required to pay substantial damages for past infringement, which we may have
to pay if a court determines that our product candidates or technologies infringe
a competitors patent or other proprietary rights; or |
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be required to redesign the formulation of a drug candidate so it does not
infringe, which may not be possible or could require substantial funds and time. |
Risks Related to Securities Regulations and Investment in Our Securities
Failure to achieve and maintain internal controls is accordance with Sections 302 and 404 of the
Sarbanes-Oxley Act of 2002 could have a material adverse affect on our business and stock price.
During March 2011, we identified a deficiency in respect of our internal controls over
financial reporting, specifically our controls over the accounting for cumulative preferred stock
dividends, that constitutes a material weakness as described in the SECs guidance regarding
Managements Report on Internal Control Over Financial Reporting as of December 31, 2010. As a
result of this deficiency, the financial statements included in our Form 10-K for the year ended
December 31, 2009, filed on March 29, 2010, as amended by
Amendment No. 1 to our Annual Report on Form 10-K/A for
the year ended December 31, 2009 filed on May 17, 2010 and, as
further amended by Amendment No. 2 to our Annual Report on
Form 10-K/A for the year ended December 31, 2009 filed on May 19, 2010, included errors related to the presentation and
disclosure of undeclared cumulative preferred stock dividends in the consolidated balance sheet and
in the statement of stockholders equity. Unaudited balance sheets for the each of the first three
quarters of 2009 and 2010 also contained errors. In addition, in May 2010, we filed an amendment to
our Annual Report on Form 10-K for the year ended December 31, 2009, to report a restatement of our
financial statements and report a material weakness in our internal control over financial
reporting as of December 31, 2009, specifically related to the operational failure of the controls
in place to ensure the correct computation of net loss per share and presentation of preferred
stock dividends in the consolidated statement of cash flows.
In March 2011, our auditors identified a further error in respect of the accounting, presentation and disclosure
of cumulative undeclared preferred stock dividends. Specifically, the inclusion of undeclared cumulative preferred
stock dividends as a current liability its consolidated financial statements, which resulted from the same material
weakness as described above. This has resulted in the restatement of our consolidated balance sheets as of March 31,
2009, June 30, 2009, September 30, 2009, December 31, 2009, March 31, 2010, June 30, 2010, and September 30, 2010 and
consolidated statement of stockholders equity for the year ended December 31, 2009 and selected financial data as of
and for the year ended December 31, 2009.
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If we fail to maintain our internal controls or fail to implement required new or improved
controls, as such control standards are modified, supplemented or amended from time to time, we may
not be able to conclude on an ongoing basis that we have effective internal controls over financial
reporting. Effective internal controls are necessary for us to produce reliable financial reports
and are important in the prevention of financial fraud. If we cannot produce reliable financial
reports or prevent fraud, our business and operating results could be harmed.
We incur increased costs and management resources as a result of being a public company, and we
still may fail to comply with public company obligations.
As a public company, we face and will continue to face increased legal, accounting,
administrative and other costs and expenses as a public company that we would not incur as a
private company. Compliance with the Sarbanes Oxley Act of 2002, as well as other rules of the SEC,
the Public Company Accounting Oversight Board and the NASDAQ Global Market resulted in a
significant initial cost to us as well as an ongoing compliance costs. As a public company, we are
subject to Section 404 of the Sarbanes Oxley Act relating to internal control over financial
reporting. We have completed a formal process to evaluate our internal controls for purposes of
Section 404, and we concluded that as of December 31, 2010, our internal control over financial
reporting was ineffective. As our business grows and changes, there can be no assurances that we can
maintain the effectiveness of our internal controls over financial reporting.
Effective internal controls over financial reporting are necessary for us to provide reliable
financial reports and, together with adequate disclosure controls and procedures, are designed to
prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating
results could be harmed. We have completed a formal process to evaluate our internal control over
financial reporting. However, guidance from regulatory authorities in the area of internal controls
continues to evolve and substantial uncertainty exists regarding our on-going ability to comply by
applicable deadlines. Any failure to implement required new or improved controls, or difficulties
encountered in their implementation, could harm our operating results or cause us to fail to meet
our reporting obligations. Ineffective internal controls could also cause investors to lose
confidence in our reported financial information, which could have a negative effect on the trading
price of our common stock.
Our common stock may have a volatile public trading price.
An active public market for our common stock has not developed. Our stock can trade in small
volumes which may make the price of our stock highly volatile. The last reported price of our stock
may not represent the price at which you would be able to buy or sell the stock. The market prices
for securities of companies comparable to us have been highly volatile. Often, these stocks have
experienced significant price and volume fluctuations for reasons that are both related and
unrelated to the operating performance of the individual companies. In addition, the stock market
as a whole and biotechnology and other life science stocks in particular have experienced
significant recent volatility. Like our common stock, these stocks have experienced significant
price and volume fluctuations for reasons unrelated to the operating performance of the individual
companies. In addition, due to our existing stock price, we may not continue to qualify for
continued listing on the NASDAQ Global Market. To maintain listing, we are required to maintain a
minimum closing bid price of $1.00 per share and, among other requirements, to maintain a minimum
stockholders equity value of $10 million. Factors giving rise to this volatility may include:
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disclosure of actual or potential clinical results with respect to product
candidates we are developing; |
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regulatory developments in both the United States and abroad; |
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developments concerning proprietary rights, including patents and litigation
matters; |
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public concern about the safety or efficacy of our product candidates or
technology, or related technology, or new technologies generally; |
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concern about the safety or efficacy of our product candidates or technology,
or related technology, or new technologies generally; |
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public announcements by our competitors or others; and |
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general market conditions and comments by securities analysts and investors. |
Fluctuations in our operating losses could adversely affect the price of our common stock.
Our operating losses may fluctuate significantly on a quarterly basis. Some of the factors
that may cause our operating losses to fluctuate on a period-to-period basis include the status of
our preclinical and clinical development programs, level of expenses incurred in connection with
our preclinical and clinical development programs, implementation or termination of collaboration,
licensing, manufacturing or other material agreements with third parties, non-recurring revenue or
expenses under any such agreement, and compliance with regulatory requirements. Period-to-period
comparisons of our historical and future financial results may not be meaningful, and investors
should not rely on them as an indication of future performance. Our fluctuating losses may fail to
meet the expectations of securities analysts or investors. Our failure to meet these expectations
may cause the price of our common stock to decline.
If securities or industry analysts do not publish research or reports about us, if they change
their recommendations regarding our stock adversely or if our operating results do not meet their
expectations, our stock price and trading volume could decline.
The trading market for our common stock is influenced by the research and reports that
industry or securities analysts publish about us. If one or more of these analysts cease coverage
of us or fail to regularly publish reports on us, we could lose visibility in the financial
markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one
or more of the analysts who cover us downgrade our stock or if our operating results do not meet
their expectations, our stock price could decline.
Anti-takeover provisions in our charter documents and provisions of Delaware law may make an
acquisition more difficult and could result in the entrenchment of management.
We are incorporated in Delaware. Anti-takeover provisions of Delaware law and our amended and
restated certificate of incorporation and amended and restated bylaws may make a change in control
or efforts to remove management more difficult. Also, under Delaware law, our Board of Directors
may adopt additional anti-takeover measures.
We have the authority to issue up to 5 million shares of preferred stock and to determine the
terms of those shares of stock without any further action by our stockholders. If the Board of
Directors exercises this power to issue preferred stock, it could be more difficult for a third
party to acquire a majority of our outstanding voting stock and vote the stock they acquire to
remove management or directors.
Our amended and restated certificate of incorporation and amended and restated bylaws also
provides staggered terms for the members of our Board of Directors. Under Section 141 of the
Delaware General Corporation Law, our directors may be removed by stockholders only for cause and
only by vote of the holders of a majority of voting shares then outstanding. These provisions may
prevent stockholders from replacing the entire board in a single proxy contest, making it more
difficult for a third party to acquire control of us without the consent of our Board of Directors.
These provisions could also delay the removal of management by the Board of Directors with or
without cause. In addition, our directors may only be removed for cause and amended and restated
bylaws limit the ability our stockholders to call special meetings of stockholders.
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Under Section 203 of the Delaware General Corporation Law, a corporation may not engage in a
business combination with any holder of 15% or more of its capital stock until the holder has held
the stock for three years unless, among other possibilities, the Board of Directors approves the
transaction. Our Board of Directors could use this provision to prevent changes in management. The
existence of the foregoing provisions could limit the price that investors might be willing to pay
in the future for shares of our common stock.
We have the authority to issue up to 5 million shares of preferred stock and to determine the terms
of those shares of stock without any further action by our stockholders. If the Board of Directors
exercises this power to issue preferred stock, it could be more difficult for a third party to
acquire a majority of our outstanding voting stock and vote the stock they acquire to remove
management or directors.
Our amended and restated certificate of incorporation and amended and restated bylaws also
provides staggered terms for the members of our Board of Directors. Under Section 141 of the
Delaware General Corporation Law, our directors may be removed by stockholders only for cause and
only by vote of the holders of a majority of voting shares then outstanding. These provisions may
prevent stockholders from replacing the entire board in a single proxy contest, making it more
difficult for a third party to acquire control of us without the consent of our Board of Directors.
These provisions could also delay the removal of management by the Board of Directors with or
without cause. In addition, our directors may only be removed for cause and amended and restated
bylaws limit the ability our stockholders to call special meetings of stockholders.
Under Section 203 of the Delaware General Corporation Law, a corporation may not engage in a
business combination with any holder of 15% or more of its capital stock until the holder has held
the stock for three years unless, among other possibilities, the Board of Directors approves the
transaction. Our Board of Directors could use this provision to prevent changes in management. The
existence of the foregoing provisions could limit the price that investors might be willing to pay
in the future for shares of our common stock.
Certain severance-related agreements in our executive employment agreements may make an acquisition
more difficult and could result in the entrenchment of management.
In March 2008 (as subsequently amended, most recently as of January 1, 2011), we entered into
employment agreements with our President and Chief Executive Officer and our Executive Vice
President, Finance, Chief Financial Officer and Chief Operating Officer, which contain severance
arrangements in the event that such executives employment is terminated without cause or as a
result of a change of control (as each such term is defined in each agreement). The financial
obligations triggered by these provisions may prevent a business combination or acquisition that
would be attractive to stockholders and could limit the price that investors would be willing to
pay in the future for our stock.
In the event of an acquisition of our common stock, we cannot assure our common stockholders that
we will be able to negotiate terms that would provide for a price equivalent to, or more favorable
than, the price at which our shares of common stock may be trading at such time.
We may not effect a consolidation or merger with another entity without the vote or consent of
the holders of at least a majority of the shares of our preferred stock (in addition to the
approval of our common stockholders), unless the preferred stock that remains outstanding and its
rights, privileges and preferences are unaffected or are converted into or exchanged for preferred
stock of the surviving entity having rights, preferences and limitations substantially similar, but
no less favorable, to our convertible preferred stock.
49
In addition, in the event a third party seeks to acquire our company or acquire control of our
company by way of a merger, but the terms of such offer do not provide for our preferred stock to
remain outstanding or be converted into or exchanged for preferred stock of the surviving entity
having rights, preferences and limitations substantially similar, but no less favorable, to our
preferred stock, the terms of the Certificate of Designation of our preferred stock provide for an
adjustment to the conversion ratio of our preferred stock such that, depending on the terms of any
such transaction, preferred stockholders may be entitled, by their terms, to receive up to $10.00
per share in common stock, causing our common stockholders not to receive
as favorable a price as the price at which such shares may be trading at the time of any such
transaction. As of December 31, 2010, there were 1,213,142 shares of our preferred stock issued and
outstanding. If the transaction were one in which proceeds were received by the Company for
distribution to stockholders, and the terms of the Certificate of Designation governing the
preferred stock were strictly complied with, approximately $13,344,563 would be paid to the
preferred holders before any distribution to the common stockholders, although the form of
transaction could affect how the holders of preferred stock are treated. In such an event, although
such a transaction would be subject to the approval of our holders of common stock, we cannot
assure our common stockholders that we will be able to negotiate terms that would provide for a
price equivalent to, or more favorable than, the price at which our shares of common stock may be
trading at such time. Thus, the terms of our preferred stock might hamper a third partys
acquisition of our company.
Our certificate of incorporation and bylaws and certain provisions of Delaware law may delay or
prevent a change in our management and make it more difficult for a third party to acquire us.
Our amended and restated certificate of incorporation and bylaws contain provisions that could
delay or prevent a change in our Board of Directors and management teams. Some of these provisions:
|
|
|
authorize the issuance of preferred stock that can be created and issued by the
Board of Directors without prior stockholder approval, commonly referred to as
blank check preferred stock, with rights senior to those of our common stock; |
|
|
|
provide for the Board of Directors to be divided into three classes; and |
|
|
|
require that stockholder actions must be effected at a duly called stockholder
meeting and prohibit stockholder action by written consent. |
In addition, because we are incorporated in Delaware, we are governed by the provisions of
Section 203 of the Delaware General Corporation Law, which limits the ability of large stockholders
to complete a business combination with, or acquisition of, us. These provisions may prevent a
business combination or acquisition that would be attractive to stockholders and could limit the
price that investors would be willing to pay in the future for our stock.
These provisions also make it more difficult for our stockholders to replace members of our
Board of Directors. Because our Board of Directors is responsible for appointing the members of our
management team, these provisions could in turn affect any attempt to replace our current
management team. Additionally, these provisions may prevent an acquisition that would be attractive
to stockholders and could limit the price that investors would be willing to pay in the future for
our common stock.
We may have limited ability to pay cash dividends on our preferred stock, and there is no assurance
that future quarterly dividends will be declared.
Delaware law may limit our ability to pay cash dividends on our preferred stock. Under
Delaware law, cash dividends on our preferred stock may only be paid from surplus or, if there is
no surplus, from the corporations net profits for the current or preceding fiscal year. Delaware
law defines surplus as the amount by which the total assets of a corporation, after subtracting
its total liabilities, exceed the corporations capital, as determined by its Board of Directors.
Since we are not profitable, our ability to pay cash dividends will require the availability
of adequate surplus. Even if adequate surplus is available to pay cash dividends on our preferred
stock, we may not have sufficient cash to pay dividends on the convertible preferred stock or we
may choose not to declare the dividends.
On February 1, 2011, we paid a quarterly cash dividend with respect to fourth quarter of
fiscal year 2010. The Board of Directors considered numerous factors in determining whether to
declare the quarterly dividend, including the requisite financial analysis and determination of a
surplus. While the Board of Directors will analyze the advisability of the declaration of dividends
in future quarters, there is no assurance that future quarterly dividends will be declared.
50
We have not declared quarterly dividends on our 6% preferred stock for a total of six quarterly
dividend periods. As a result, we will have to grant additional rights to our holders of preferred
stock with respect to the management of the Company.
Although our Board of Directors declared the quarterly cash dividend with respect to the
fourth quarter of fiscal year 2010, which was paid on February 1, 2011, there are still dividends
that have accrued and are unpaid on the preferred stock for at least six quarters. As a result,
the holders of our preferred stock are now entitled to nominate and elect two directors to the
Companys board of directors. This right accrued to the Preferred Stockholders as of August 2,
2010. We held a special meeting of the holders of our preferred stock to elect two directors to our
Board of Directors, which was adjourned because a quorum of the holders of our preferred stock was
not present in person or represented by proxy to transact business at the meeting. A quorum was not
reached at such adjourned meeting either, and the meeting was not further adjourned. The holders
of our preferred stock will have the opportunity at our 2011 annual meeting of stockholders to
elect two directors to our Board of Directors. Once elected, the directors elected by the
preferred stockholders will have the ability to participate in the management of the Company until
all such dividends have been paid in full.
Our common and convertible preferred stock may experience extreme price and volume fluctuations,
which could lead to costly litigation for the Company and make an investment in the Company less
appealing.
The market price of our common and convertible preferred stock may fluctuate substantially due
to a variety of factors, including:
|
|
|
additions to or departures of our key personnel; |
|
|
|
announcements of technological innovations or new products or services by us or
our competitors; |
|
|
|
announcements concerning our competitors or the biotechnology industry in
general; |
|
|
|
new regulatory pronouncements and changes in regulatory guidelines; |
|
|
|
general and industry-specific economic conditions; |
|
|
|
changes in financial estimates or recommendations by securities analysts; |
|
|
|
variations in our quarterly results; |
|
|
|
announcements about our collaborators or licensors; and |
|
|
|
changes in accounting principles. |
The market prices of the securities of biotechnology companies, particularly companies like us
without product revenues and earnings, have been highly volatile and are likely to remain highly
volatile in the future. This volatility has often been unrelated to the performance of particular
companies. In the past, companies that experience volatility in the market price of their
securities have often faced securities class action litigation. Moreover, market prices for stocks
of biotechnology-related and technology companies frequently reach levels that bear no relationship
to the performance of these companies. These market prices generally are not sustainable and are
highly volatile. Whether or not meritorious, litigation brought against us could result in
substantial costs, divert our managements attention and resources and harm our financial condition
and results of operations. In addition, due to our stock price from time to time, we may not
continue to qualify for continued listing on the NASDAQ Global Market. Please see Risk Factor: Our
common stock may have a volatile public trading price.
51
The future sale of our common and preferred stock and future issuances of our common stock upon
conversion of our preferred stock, could negatively affect our stock price and cause dilution to
existing holders of our common stock.
If our common or preferred stockholders sell substantial amounts of our stock in the public
market, or the market perceives that such sales may occur, the market price of our common and
preferred stock could fall. For example, we were approached by a preferred stockholder that elected
to convert 123,400 of its shares of preferred stock, which shares were converted into 239,396
shares of common stock in the first quarter of 2010. In addition, 710,271 shares of preferred stock
were converted to 1,416,203 shares of common stock during the second quarter of 2010. If
additional holders of preferred stock elect to convert their shares to shares of common stock at
renegotiated prices, such conversion as well as the sale of substantial amounts of our common or
preferred stock, could cause dilution to existing holders of our common stock, thereby also
negatively affecting the price of our common stock.
If we exchange the convertible preferred stock for debentures, the exchange will be taxable but we
will not provide any cash to pay any tax liability that any convertible preferred stockholder may
incur.
An exchange of convertible preferred stock for debentures, as well as any dividend make-whole
or interest make-whole payments paid in our common stock, will be taxable events for United States
federal income tax purposes, which may result in tax liability for the holder of convertible
preferred stock without any corresponding receipt of cash by the holder. In addition, the
debentures may be treated as having original issue discount, a portion of which would generally be
required to be included in the holders gross income even though the cash to which such income is
attributable would not be received until maturity or redemption of the debenture. We will not
distribute any cash to the holders of the securities to pay these potential tax liabilities.
If we automatically convert the convertible preferred stock, there is a substantial risk of
fluctuation in the price of our common stock from the date we elect to automatically convert to the
conversion date.
We may automatically convert the convertible preferred stock into common stock if the closing
price of our common stock has exceeded $35.30. There is a risk of fluctuation in the price of our
common stock between the time when we may first elect to automatically convert the preferred and
the automatic conversion date.
We do not intend to pay cash dividends on our common stock in the foreseeable future.
We do not anticipate paying cash dividends on our common stock in the foreseeable future. Any
payment of cash dividends will depend on our financial condition, results of operations, capital
requirements, the outcome of the review of our strategic alternatives and other factors and will be
at the discretion of our Board of Directors. Accordingly, investors will have to rely on capital
appreciation, if any, to earn a return on their investment in our common stock. Furthermore, we may
in the future become subject to contractual restrictions on, or prohibitions against, the payment
of dividends.
The number of shares of common stock which are registered, including the shares to be issued upon
exercise of our outstanding warrants, is significant in relation to our currently outstanding
common stock and could cause downward pressure on the market price for our common stock.
The number of shares of common stock registered for resale, including those shares which are
to be issued upon exercise of our outstanding warrants, is significant in relation to the number of
shares of common stock currently outstanding. If the security holder determines to sell a
substantial number of shares into the market at any given time, there may not be sufficient demand
in the market to purchase the shares without a decline in the market price for our common stock.
Moreover, continuous sales into the market of a number of shares in excess of the typical trading
volume for our common stock, or even the availability of such a large number of shares, could
depress the trading market for our common stock over an extended period of time.
52
If persons engage in short sales of our common stock, including sales of shares to be issued upon
exercise of our outstanding warrants, the price of our common stock may decline.
Selling short is a technique used by a stockholder to take advantage of an anticipated decline
in the price of a security. In addition, holders of options and warrants will sometimes sell short
knowing they can, in effect, cover through the exercise of an option or warrant, thus locking in a
profit. A significant number of short sales or a large volume of other sales within a relatively
short period of time can create downward pressure on the market price of a security. Further sales
of common stock issued upon exercise of our outstanding warrants could cause even greater declines
in the price of our common stock due to the number of additional shares available in the market
upon such exercise, which could encourage short sales that could further undermine the value of our
common stock. You could, therefore, experience a decline in the value of your investment as a
result of short sales of our common stock.
We are exposed to risk related to the marketable securities we may purchase.
We may invest cash not required to meet short term obligations in short term marketable
securities. We may purchase securities in United States government, government-sponsored agencies
and highly rated corporate and asset-backed securities subject to an approved investment policy.
Historically, investment in these securities has been highly liquid and has experienced only very
limited defaults. However, recent volatility in the financial markets has created additional
uncertainty regarding the liquidity and safety of these investments. Although we believe our
marketable securities investments are safe and highly liquid, we cannot guarantee that our
investment portfolio will not be negatively impacted by recent or future market volatility or
credit restrictions.
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Item 1B. |
|
Unresolved Staff Comments |
None.
In October 2006, we entered into a five-year lease for office space of approximately 6,500
square feet in Berkeley Heights, New Jersey, which is our corporate headquarters. In October 2000,
we entered into a 25-year lease for our research and development facility in Dundee, Scotland. We
believe that our existing facilities are adequate to accommodate our business needs.
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|
Item 3. |
|
Legal Proceedings |
From time to time, we may be involved in routine litigation incidental to the conduct of our
business. On April 27, 2010, we were served with a complaint filed by Celgene Corporation in the
United States District Court for the District of Delaware seeking a declaratory judgment that four
of our own patents, claiming the use of romidepsin injection in T-cell lymphomas, are invalid and
not infringed by Celgenes products, but directly involve the use and administration of Celgenes
ISTODAX® (romidepsin for injection) product. On June 17, 2010, we filed our answer and
counterclaims to the declaratory judgment complaint. We have filed counterclaims charging Celgene
with infringement of each of our four patents and seeking damages for Celgenes infringement as
well as injunctive relief. The four patents directly involve the use and administration of
Celgenes ISTODAX® (romidepsin for injection) product.
|
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Item 4. |
|
(Removed and Reserved) |
53
PART II
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Item 5. |
|
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Market Information
Our common stock is traded on The NASDAQ Global Market, or NASDAQ, under the symbol CYCC.
Our preferred stock currently trades on NASDAQ under the symbol CYCCP. The following table
summarizes, for the periods indicated, the high and low sales prices for the common stock as
reported by NASDAQ:
|
|
|
|
|
|
|
|
|
|
|
High |
|
|
Low |
|
2010 |
|
|
|
|
|
|
|
|
Quarter ended March 31, 2010 |
|
$ |
4.08 |
|
|
$ |
1.00 |
|
Quarter ended June 30, 2010 |
|
$ |
2.97 |
|
|
$ |
1.38 |
|
Quarter ended September 30, 2010 |
|
$ |
1.98 |
|
|
$ |
1.40 |
|
Quarter ended December 31, 2010 |
|
$ |
1.95 |
|
|
$ |
1.44 |
|
2009 |
|
|
|
|
|
|
|
|
Quarter ended March 31, 2009 |
|
$ |
0.54 |
|
|
$ |
0.26 |
|
Quarter ended June 30, 2009 |
|
$ |
1.66 |
|
|
$ |
0.30 |
|
Quarter ended September 30, 2009 |
|
$ |
1.24 |
|
|
$ |
0.79 |
|
Quarter ended December 31, 2009 |
|
$ |
1.69 |
|
|
$ |
0.75 |
|
54
Holders of Common Stock
On March 30, 2011, we had approximately 75 registered holders of record of our common stock.
On March 29, 2011, the closing sale price of our common stock as reported by NASDAQ was $1.38 per
share.
Dividends
We have never declared nor paid any cash dividends on our common stock and do not currently
anticipate declaring or paying any cash dividends on our outstanding shares of common stock in the
foreseeable future. We are, however, required to make or accrue quarterly dividend payments on our
Preferred Stock. Except for dividends paid on the Preferred Stock, we currently intend to retain
all of our future earnings, if any, to finance operations. Any future determination relating to our
dividend policy will be made at the discretion of our Board of Directors and will depend on a
number of factors, including future earnings, capital requirements, financial conditions, future
prospects, contractual restrictions and other factors that our Board of Directors may deem
relevant. Pursuant to the terms of our outstanding Preferred Stock the Board of Directors declared
a quarterly dividend on January 11, 2011. The dividend on the Preferred Stock was paid on February
1, 2011 to the holders of record as of the close business on January 21, 2011. As previously
disclosed, the Board of Directors did not declare the quarterly cash dividend with respect to each
of the four quarters of fiscal year 2009 and the first, second and third quarters of fiscal year
2010. The Board of Directors considered numerous factors in determining to declare the quarterly
dividend, including the requisite financial analysis and determination of a surplus. While the
Board of Directors will analyze the advisability of the declaration of dividends in future
quarters, there is no assurance that future quarterly dividends will be declared.
55
Item 6. Selected Financial Data
This section presents our historical financial data. The consolidated statement of operations
data for the years ended December 31, 2008, 2009, 2010 and for the period from August 13, 1996
(inception) to December 31, 2010 and the consolidated balance sheet data as of December 31, 2010
have been derived from our audited financial statements included elsewhere in this Annual Report on
Form 10-K. The Consolidated Balance Sheet Data as of December 31, 2009 has been restated to reflect
adjustments to our previously issued consolidated financial statements. The adjustments are also
discussed in Item 7 Managements Discussion and Analysis of Financial Condition and Results of
Operations and in Note 3 Restatement of Previously Issued Financial Statements included in
Item 8 of this Annual Report on Form 10-K.
The statement of operations data for the years ended 2006 and 2007 and the balance sheet data
as of December 31, 2006, 2007 and 2008 have been derived from our audited financial statements
that are not included in this Annual Report on Form 10-K. Historical results are not necessarily
indicative of future results.
The information contained in the following tables should be read in conjunction with
Managements Discussion and Analysis of Financial Condition and Results of Operations and the
financial statements included in this Annual Report on Form 10-K.
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 13, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(inception) to |
|
|
|
Years Ended December 31, |
|
|
December 31, |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2010 |
|
|
|
(in thousands, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaboration and research and
development revenue |
|
$ |
231 |
|
|
$ |
10 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
100 |
|
|
$ |
3,100 |
|
Product revenue |
|
|
|
|
|
|
|
|
|
|
838 |
|
|
|
910 |
|
|
|
574 |
|
|
|
2,322 |
|
Grant revenue |
|
|
156 |
|
|
|
119 |
|
|
|
39 |
|
|
|
1 |
|
|
|
12 |
|
|
|
3,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
387 |
|
|
|
129 |
|
|
|
877 |
|
|
|
911 |
|
|
|
686 |
|
|
|
9,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold |
|
|
|
|
|
|
|
|
|
|
429 |
|
|
|
545 |
|
|
|
418 |
|
|
|
1,392 |
|
Research and development |
|
|
21,205 |
|
|
|
19,569 |
|
|
|
18,869 |
|
|
|
9,766 |
|
|
|
6,414 |
|
|
|
176,593 |
|
Selling, general and administrative |
|
|
12,598 |
|
|
|
12,033 |
|
|
|
15,354 |
|
|
|
8,538 |
|
|
|
10,120 |
|
|
|
81,966 |
|
Goodwill and intangibles impairment |
|
|
|
|
|
|
|
|
|
|
7,934 |
|
|
|
|
|
|
|
|
|
|
|
7,934 |
|
Other restructuring costs |
|
|
225 |
|
|
|
1,554 |
|
|
|
489 |
|
|
|
366 |
|
|
|
|
|
|
|
2,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
34,028 |
|
|
|
33,156 |
|
|
|
43,075 |
|
|
|
19,215 |
|
|
|
16,952 |
|
|
|
270,519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(33,641 |
) |
|
|
(33,027 |
) |
|
|
(42,198 |
) |
|
|
(18,304 |
) |
|
|
(16,266 |
) |
|
|
(261,449 |
) |
Total other income (expense) |
|
|
2,138 |
|
|
|
6,933 |
|
|
|
63 |
|
|
|
(2,214 |
) |
|
|
(412 |
) |
|
|
5,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before taxes |
|
|
(31,503 |
) |
|
|
(26,094 |
) |
|
|
(42,135 |
) |
|
|
(20,518 |
) |
|
|
(16,678 |
) |
|
|
(256,185 |
) |
Income tax benefit |
|
|
2,245 |
|
|
|
2,041 |
|
|
|
1,749 |
|
|
|
948 |
|
|
|
657 |
|
|
|
17,879 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
(29,258 |
) |
|
|
(24,053 |
) |
|
|
(40,386 |
) |
|
|
(19,570 |
) |
|
|
(16,021 |
) |
|
|
(238,306 |
) |
Dividend on preferred ordinary shares |
|
|
(2,827 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38,123 |
) |
Deemed dividend on convertible
exchangeable preferred shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,515 |
) |
|
|
(3,515 |
) |
Dividend on convertible exchangeable
preferred shares |
|
|
|
|
|
|
(307 |
) |
|
|
(1,227 |
) |
|
|
(1,228 |
) |
|
|
(167 |
) |
|
|
(2,929 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss applicable to common shareholders |
|
$ |
(32,085 |
) |
|
$ |
(24,360 |
) |
|
$ |
(41,613 |
) |
|
$ |
(20,798 |
) |
|
$ |
(19,703 |
) |
|
$ |
(282,873 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share basic and diluted |
|
$ |
(2.40 |
) |
|
$ |
(1.23 |
) |
|
$ |
(2.04 |
) |
|
$ |
(0.94 |
) |
|
$ |
(0.52 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in computing basic and
diluted net loss per share |
|
|
13,390,933 |
|
|
|
19,873,911 |
|
|
|
20,433,129 |
|
|
|
22,196,840 |
|
|
|
37,844,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
(as restated) |
|
|
2010 |
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Balance Sheet
Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
44,238 |
|
|
$ |
30,987 |
|
|
$ |
24,220 |
|
|
$ |
11,493 |
|
|
$ |
29,495 |
|
Short-term investments |
|
|
9,764 |
|
|
|
27,766 |
|
|
|
1,502 |
|
|
|
|
|
|
|
|
|
Working capital |
|
|
50,244 |
|
|
|
49,065 |
|
|
|
20,387 |
|
|
|
4,775 |
|
|
|
24,516 |
|
Total assets |
|
|
63,276 |
|
|
|
75,912 |
|
|
|
30,957 |
|
|
|
14,466 |
|
|
|
31,459 |
|
Long-term liabilities, net of
current portion |
|
|
(1,436 |
) |
|
|
(3,231 |
) |
|
|
(1,688 |
) |
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
53,919 |
|
|
|
57,969 |
|
|
|
20,642 |
|
|
|
5,872 |
|
|
|
24,924 |
|
In connection with the stock purchase agreement entered into with Xcyte Therapies Inc.,
or Xcyte, in March 2006, Cyclacel Limited was considered to be the acquiring company for accounting
purposes. Accordingly, the assets and liabilities of Xcyte were recorded, as of March 27, 2006, at
their respective fair values and added to those of Cyclacel Limited. The results of operations and
balance sheet data for 2006 reflect the results of the combined companies from March 28, 2006
through December 31, 2006.
57
|
|
|
Item 7. |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
Cautionary Statement Regarding Forward-Looking Statements
This report contains certain statements that may be deemed forward-looking statements
within the meaning of United States securities laws. All statements, other than statements of
historical fact, that address activities, events or developments that we intend, expect, project,
believe or anticipate will or may occur in the future are forward-looking statements. Such
statements are based upon certain assumptions and assessments made by our management in light of
their experience and their perception of historical trends, current conditions, expected future
developments and other factors they believe to be appropriate. Certain factors that could cause
results to differ materially from those projected or implied in the forward looking statements are
set forth in this Annual Report on Form 10-K for the year ended December 31, 2010 under the caption
Item 1A Risk factors.
We encourage you to read those descriptions carefully. We caution you not to place undue
reliance on the forward-looking statements contained in this report. These statements, like all
statements in this report, speak only as of the date of this report (unless an earlier date is
indicated) and we undertake no obligation to update or revise the statements except as required by
law. Such forward-looking statements are not guarantees of future performance and actual results
will likely differ, perhaps materially, from those suggested by such forward-looking statements.
Overview of Restatement
The Board of Directors, based on the recommendation of its Audit Committee and in consultation
with management, has concluded that the following previously issued consolidated financial
statements must be restated and should no longer be relied upon because we erroneously accrued and
included as a current liability undeclared cumulative preferred stock dividends in such financial
statements:
|
(a) |
|
consolidated balance sheets as of March 31, 2009, June 30, 2009, September 30, 2009,
December 31, 2009, March 31, 2010, June 30, 2010, and September 30, 2010 and its statement
of stockholders equity for the year ended December 31, 2009; and |
|
(b) |
|
Selected Financial Data as of and for the year ended December 31, 2009. |
As a result, in this Annual Report on Form 10-K for the year ending December 31, 2010, we:
|
(a) |
|
restate our consolidated balance sheet as of December 31, 2009 and statement of
stockholders equity for the year ended December 31, 2009; |
|
(b) |
|
amend our Managements Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) as it relates to the year ended December 31, 2009 and each of the
first, second and third quarters of fiscal 2010; |
|
(c) |
|
restate our Selected Financial Data as of and for the year ended December 31, 2009; and |
|
(d) |
|
restate our unaudited consolidated balance sheets as of March 31, 2009, June 30, 2009,
September 30, 2009, March 31, 2010, June 30, 2010, and September 30, 2010. |
Background on the Restatement
The restated financial statements correct the following error:
Accounting for Preferred Stock Dividends
During March 2011, we became aware of an error with respect to the historical accounting for
undeclared dividends associated with our outstanding preferred stock. We determined that undeclared
cumulative preferred stock dividends need only be disclosed in the financial statements or in the
notes thereto, and not accrued and included as a current liability in the our consolidated balance
sheets, as was recorded in prior periods. The effect of correcting the error has been recorded in the
applicable restated periods.
58
The adjustments made as a result of the restatement are also discussed in Note 3
Restatement of Previously Issued Financial Statements, of the Notes to Consolidated Financial
Statements included in this Annual Report on Form 10-K. To further review the effects of the
accounting errors identified and the restatement adjustments see Part II Item 6. Selected
Financial Data and Note 17 Selected Quarterly Information of the Notes to Consolidated
Financial Statements included in this Annual Report on Form 10-K. For a description of control
deficiencies identified by management as a result of our internal reviews, and managements plan to
remediate those deficiencies, see Part II Item 9A.Controls and Procedures.
We have not amended and do not intend to amend our previously filed Annual Report on Form
10-K/A and Quarterly Reports on Form 10-Q for the periods affected by the restatement. The
information that has been previously filed or otherwise reported for these periods has been
restated and is superseded by the information in the Annual Report on Form 10-K. As such, the
consolidated financial statements and related financial information contained in such previously
filed reports should no longer be relied upon, nor should any earnings releases or other
communications relating to the Companys financial performance during these periods be relied upon.
Overview
Our clinical development priorities are focused on sapacitabine in the following indications:
|
|
|
Acute myeloid leukemia, or AML, in the elderly; |
|
|
|
Myelodysplastic syndromes, or MDS; and |
|
|
|
Non-small cell lung cancer, or NSCLC. |
We have ongoing clinical programs in development awaiting further data. Once data become
available and are reviewed, we will determine the feasibility of pursuing further development
and/or partnering these assets, including sapacitabine in combination with seliciclib, seliciclib
in NSCLC and nasopharyngeal cancer, or NPC, and CYC116. In addition, we market directly in the
United States Xclair® Cream for radiation dermatitis and Numoisyn® Liquid and Numoisyn® Lozenges
for xerostomia.
Our core area of expertise is in cell cycle biology and we focus primarily on the development
of orally-available anticancer agents that target the cell cycle with the aim of slowing the
progression or shrinking the size of tumors, and enhancing the quality of life and improving
survival rates of cancer patients. We are generating several families of anticancer drugs that act
on the cell cycle including nucleoside analogues, cyclin dependent kinase or CDK inhibitors and
Aurora kinase/Vascular Endothelial Factor Receptor 2 or AK/VEGFR2 inhibitors. Although a number of
pharmaceutical and biotechnology companies are currently attempting to develop nucleoside
analogues, CDK inhibitor and AK inhibitor drugs, we believe that our drug candidates are
differentiated in that they are orally-available and interact with unique target profiles and
mechanisms. For example we believe that our sapacitabine is the only orally-available nucleoside
analogue presently being tested in Phase 3 trial in AML and in Phase 2 for MDS and seliciclib is
the most advanced orally-available CDK inhibitor currently in Phase 2 trials. Although our
resources are primarily directed towards advancing our anticancer drug candidate sapacitabine
through in-house development activities we are also progressing, but with lower levels of
investment than in previous years, our other novel drug series which are at earlier stages. As a
consequence of our continued focus on sapacitabine clinical development and related cost reduction
program, research and development expenditures for the year ended December 31, 2010 decreased $3.4
million, or 34%, from $9.8 million for the year ended December 31, 2009 to $6.4 million for the
year ended December 31, 2010. Research and development expenditures for the year ended December
31, 2009 were reduced by $9.1 million, or 48%, from $18.9 million for the year ended December 31,
2008 to $9.8 million for the year ended December 31, 2009.
59
We have worldwide rights to commercialize sapacitabine, seliciclib and CYC116 and our business
strategy is to enter into selective partnership arrangements with these programs. Taken together,
our pipeline covers all four phases of the cell cycle, which we believe will improve the chances of
successfully developing and commercializing novel drugs that work on their own or in combination
with approved conventional chemotherapies or with other targeted drugs to treat human cancers.
Our corporate headquarters is located in Berkeley Heights, New Jersey, with a research
facility located in Dundee, Scotland.
From our inception in 1996 through December 31, 2010, we have devoted substantially all our
efforts and resources to our research and development activities. We have incurred significant net
losses since inception. As of December 31, 2010, our accumulated deficit during the development
stage was approximately $241.8 million. We expect to continue incurring substantial losses for the
next several years as we continue to develop our clinical and pre-clinical drug candidates. Our
operating expenses are comprised research and development expenses and selling, general and
administrative expenses.
To date, we have not generated significant product revenue but have financed our operations
and internal growth through private placements, registered direct financings, licensing revenue,
collaborations, interest on investments, government grants and research and development tax
credits. We have recognized revenues from inception through December 31, 2010 totaling
approximately $9.1 million, of which approximately $3.1 million is derived from fees under
collaborative agreements, approximately $3.7 million of grant revenue from various United Kingdom
government grant awards, and approximately $2.3 million from product sales. We have also recognized
$17.9 million in research and development tax credits, which are reported as income tax benefits on
the consolidated statements of operations, from the United Kingdoms tax authority, H.M. Revenue &
Customs since inception.
Recent Events
On February 1, 2011, we paid a quarterly cash dividend in the amount of $0.15 per share on the
Companys 6% Convertible Exchangeable Preferred Stock, or Preferred Stock. The dividend was paid
to the holders of record of the Preferred Stock as of the close business on January 21, 2011.
The Board of Directors considered numerous factors in determining whether to declare the
quarterly dividend, including the requisite financial analysis and determination of a surplus.
While the Board of Directors will analyze the advisability of the declaration of dividends in
future quarters, there is no assurance that future quarterly dividends will be declared.
60
Results of Operations
Years ended December 31, 2009 and 2010 compared to years ended December 31, 2008 and 2009,
respectively.
Revenues
The following table summarizes the components of our revenues for the years ended December 31,
2008, 2009 and 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended |
|
|
$ Differences |
|
|
% Differences |
|
|
|
|
|
|
2008 to |
|
|
2009 to |
|
|
2008 to |
|
|
2009 to |
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
|
(in thousands) |
|
|
Collaboration
and research and
development revenue |
|
$ |
|
|
|
$ |
|
|
|
$ |
100 |
|
|
$ |
|
|
|
$ |
100 |
|
|
|
|
% |
|
|
100 |
% |
Product Revenue |
|
|
838 |
|
|
|
910 |
|
|
|
574 |
|
|
|
72 |
|
|
|
(336 |
) |
|
|
9 |
% |
|
|
(37 |
)% |
Grant revenue |
|
|
39 |
|
|
|
1 |
|
|
|
12 |
|
|
|
(38 |
) |
|
|
11 |
|
|
|
(97 |
)% |
|
|
1,100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
$ |
877 |
|
|
$ |
911 |
|
|
$ |
686 |
|
|
$ |
34 |
|
|
$ |
(225 |
) |
|
|
4 |
% |
|
|
(25 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaboration and research and development revenue in 2010 is derived from an agreement with a
pharmaceutical company under which we provided one of our compounds for evaluation. No revenue was
recognized under collaborative agreements during 2008 and 2009.
Product revenue is derived from the sale of Xclair® Cream, Numoisyn® Liquid and Numoisyn®
Lozenges following the ALIGN asset acquisition on October 5, 2007. During the years ended December
31, 2008, 2009 and 2010, we recognized approximately $0.8 million, $0.9 million, and $0.6 million
in revenues, respectively. The decrease in product revenue for the year ended December 31, 2010
versus that in the prior year was due to a higher than anticipated amount of product returns
approximating $0.2 million, related to expiring product with a two-year shelf-life previously sold
into the marketplace. Additionally, we increased our provisions for product returns and have fully
reserved against shipped products approaching and within six months of expiration. Additionally, we
increased our provisions for product returns and have fully reserved against shipped products
approaching and within six months of expiration.
Grant revenue is recognized as we incur and pay for qualifying costs and services under the
applicable grant. Grant revenue is primarily derived from various United Kingdom government and
European Union grant awards. For the years ended 2008, 2009 and 2010, we had grant revenue of
$39,000, $1,000 and $12,000, respectively. The increase in 2010 was as a result of finalizing a
three year European Union grant which concluded in 2010.
The future
This was the third full year of ALIGN product sales since we acquired ALIGN in October 2007.
We expect to continue to maintain the sales of ALIGN products in 2011 through the support of a
small sales and marketing infrastructure. We do not expect grant revenue to increase over the next
12 months as no awards are expected in this period.
Cost of goods sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended |
|
|
$ Differences |
|
|
% Differences |
|
|
|
|
|
|
2008 to |
|
|
2009 to |
|
|
2008 to |
|
|
2009 to |
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
|
(in thousands) |
|
|
Cost of goods sold |
|
$ |
429 |
|
|
$ |
545 |
|
|
$ |
418 |
|
|
$ |
116 |
|
|
$ |
(127 |
) |
|
|
27 |
% |
|
|
(23 |
)% |
61
Cost of goods sold includes the cost of ALIGN products that have been delivered to our
customers and for which revenues have been recognized. The reduction in the cost of sales in 2010
was due to lower product revenues. Total cost of goods sold represented 51% and 60% of product
revenue for the years ended December 31, 2008 and 2009, respectively. The cost of sales for the
year ended December 31, 2010 represented 73% of product revenues and in the future we expect to
maintain a similar margin level as we incurred in 2009.
Research and development expenses
From our inception, we have focused on drug discovery and development programs, with
particular emphasis on orally-available anticancer agents and our research and development expenses
have represented costs incurred to discover and develop novel small molecule therapeutics,
including clinical trial costs for sapacitabine, seliciclib, sapacitabine in combination with
seliciclib and CYC116. We have also incurred costs in the advancement of product candidates toward
clinical and pre-clinical trials and the development of in-house research to advance our biomarker
program and technology platforms. However, during 2008 and 2009, in response to changing market
conditions, we extensively reduced or stopped expenditure on development and preclinical activities
outside of our core focus on sapacitabine. The benefit of these cost reductions has been realized
in 2009 and 2010. We expense all research and development costs as they are incurred. Research and
development expenses primarily include:
|
|
|
clinical trial and regulatory-related costs; |
|
|
|
payroll and personnel-related expenses, including consultants and contract
research; |
|
|
|
preclinical studies and laboratory supplies and materials; |
|
|
|
technology license costs; and |
|
|
|
rent and facility expenses for our laboratories. |
The following table provides information with respect to our research and development
expenditures for the years ended December 31, 2008, 2009 and 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended |
|
|
$ Differences |
|
|
% Differences |
|
|
|
|
|
|
2008 to |
|
|
2009 to |
|
|
2008 to |
|
|
2009 to |
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
|
(in thousands) |
|
|
Sapacitabine |
|
$ |
6,601 |
|
|
$ |
7,001 |
|
|
$ |
5,222 |
|
|
$ |
400 |
|
|
$ |
(1,779 |
) |
|
|
6 |
% |
|
|
(25 |
)% |
Seliciclib |
|
|
2,906 |
|
|
|
(84 |
) |
|
|
53 |
|
|
|
(2,990 |
) |
|
|
137 |
|
|
|
(103) |
% |
|
|
163 |
% |
CYC116 |
|
|
1,695 |
|
|
|
162 |
|
|
|
25 |
|
|
|
(1,533 |
) |
|
|
(137 |
) |
|
|
(90 |
)% |
|
|
(85 |
)% |
Other costs related
to research and
development
programs,
management and
exploratory
research |
|
|
7,667 |
|
|
|
2,687 |
|
|
|
1,114 |
|
|
|
(4,980 |
) |
|
|
(1,573 |
) |
|
|
(65 |
)% |
|
|
(59 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total research
and development
expenses |
|
$ |
18,869 |
|
|
$ |
9,766 |
|
|
$ |
6,414 |
|
|
$ |
(9,103 |
) |
|
$ |
(3,352 |
) |
|
|
(48 |
)% |
|
|
(34 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses represented 44%, 51% and 38% of our operating
expenses for the years ended December 31, 2008, 2009 and 2010, respectively. Included in research
and development expenses is stock-based compensation of approximately $0.7 million, $0.3 million
and $0.4 million for the years ended December 31, 2008, 2009 and 2010, respectively.
Fiscal 2010 as compared to fiscal 2009. Research and development costs decreased by 34%, or
approximately $3.4 million, from approximately $9.8 million for the year ended December 31, 2009 to
approximately $6.4 million for the year ended December 31, 2010. Approximately $1.7 million was due
to closing out of all programs other than sapacitabine. Research and development costs associated
with the
sapacitabine program decreased by approximately $1.6 million due largely to capsule
manufacture costs incurred in 2009 that were not necessary in 2010.
62
Fiscal 2009 as compared to fiscal 2008. Research and development costs decreased by 48%, or
approximately $9.1 million, from approximately $18.9 million for the year ended December 31, 2008
to approximately $9.8 million for the year ended December 31, 2009. Starting in September 2008 with
our announced cost containment efforts, we reduced or eliminated costs of all programs other than
sapacitabine clinical trials and, as a result, the research and development costs were reduced by
approximately $9.1 million in 2009 from 2008. Sapacitabine program costs increased by approximately
$0.4 million due to the increase in clinical trial costs of running the AML and MDS programs.
The future
We will continue to concentrate our resources on the development of sapacitabine. We anticipate
that overall research and development expenditures in 2011 will increase as we enroll the
SEAMLESS pivotal Phase 3 trial.
Selling, general and administrative expenses
Selling, general and administrative expenses include costs for sales and marketing operations,
administrative personnel, legal and other professional expenses and general corporate expenses. The
following table summarizes the total selling, general and administrative expenses for the years
ended December 31, 2008, 2009 and 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended |
|
|
$ Differences |
|
|
% Differences |
|
|
|
|
|
|
2008 to |
|
|
2009 to |
|
|
2008 to |
|
|
2009 to |
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
|
(in thousands) |
|
|
Total
selling, general
and administrative
expenses |
|
$ |
15,354 |
|
|
$ |
8,538 |
|
|
$ |
10,120 |
|
|
$ |
(6,816 |
) |
|
$ |
1,582 |
|
|
|
(44 |
)% |
|
|
19 |
% |
Total selling, general and administrative expenses represented 36%, 44% and 60% of our
operating expenses for the years ended December 31, 2008, 2009 and 2010, respectively.
Fiscal 2010 as compared to fiscal 2009. Selling, general and administrative expenses increased
by 19%, or $1.6 million, to $10.1 million for the year ended December 31, 2010, from approximately
$8.5 million for the year ended December 31, 2009. This was primarily due to increased consultancy
and professional costs of approximately $1.0 million, an increase in stock compensation costs of
$0.9 million, and an increase in legal costs of $0.5 million. This was partially offset by
reductions in employment related costs of $0.4 million and intellectual property costs of $0.2
million.
Fiscal 2009 as compared to fiscal 2008. Selling, general and administrative expenditure
decreased by 44%, or $6.8 million, from approximately $15.4 million for the year ended December 31,
2008 to approximately $8.5 million for the year ended December 31, 2009. This was as a result of
cost saving measures first established in September 2008 and then during the second and third
quarters of 2009. The cost savings resulted from reductions in employment related costs of $2.6
million, intellectual property expenditures of $1.3 million, stock-based compensation expenses of
$0.5 million, professional fees of $0.5 million, investor relations costs of $0.2 million,
information technology costs of $0.2 million and travel costs of $0.1 million. Additionally, sales
and marketing costs related to ALIGN in 2009 were reduced by $0.1 million compared to 2008, which
included one-time business launch costs not repeated in 2009.
The future
We expect our selling, general and administrative expenditures in 2011 to remain at the same
level or to be less than our expenditures in 2010.
63
Goodwill and intangible asset impairment
The following table summarizes the goodwill and intangibles impairment charges for the years
ended December 31, 2008, 2009 and 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended |
|
|
$ Differences |
|
|
% Differences |
|
|
|
|
|
|
2008 to |
|
|
2009 to |
|
|
2008 to |
|
|
2009 to |
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
|
(in thousands) |
|
|
Goodwill and
intangibles
impairment |
|
$ |
7,934 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(7,934 |
) |
|
$ |
|
|
|
|
(100 |
)% |
|
|
|
|
In September 2008, the goodwill acquired in the Xcyte transaction was written down in full and
we recorded an impairment charge of approximately $2.7 million in accordance with Accounting
Standard Codification, or ASC, 350 IntangiblesGoodwill and Other, or ASC 350. This impairment
charge was identified through our annual impairment review process and was triggered primarily by a
decline in our stock price that reduced our market capitalization below book value of the net
assets of the Xcyte reporting unit. Our reduced market capitalization reflected the general
decline in the economic environment.
Intangible assets acquired in the ALIGN transaction were also fully written down in September
2008, in accordance with ASC, Codification Topic 360, entitled Property, Plant and Equipment, or
ASC 360. An impairment charge of approximately $3.6 million was recognized on the consolidated
statement of operations. This one-time non-cash charge was triggered by a downwards revision of
our projected net cash flows from product sales, required due to budgetary constraints experienced
by health care providers and restrictions of the cost reimbursement regime. As a result, the sum
of the expected undiscounted cash flows was less than the carrying amount of the asset group
comprising the intangible assets on September 30, 2008.
In December 2008, goodwill allocated to our ALIGN reporting unit following the ALIGN
acquisition was fully written down in accordance with ASC 350, resulting in an impairment charge of
approximately $1.6 million being recognized on the consolidated statement of operations. A further
decline in our stock price during the fourth quarter of 2008 caused us to perform an impairment
analysis during December 2008. In determining the impairment charge, we considered the negative
impact the current economic situation might have on sales growth expectations of the ALIGN products
resulting in a downward revisions of projected net cash flows from product sales. These factors
caused the fair value of the reporting unit to be less than its carrying value on December 31,
2008, leading to a write-down of the goodwill residing in that reporting unit.
The future
Previously recognized goodwill and intangible assets acquired have been fully impaired as of
December 31, 2008. Accordingly, there can be no further write-downs of these assets in 2011.
Restructuring charge
The following table summarizes the restructuring charges for years ended December 31, 2008,
2009 and 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended |
|
|
$ Differences |
|
|
% Differences |
|
|
|
|
|
|
2008 to |
|
|
2009 to |
|
|
2008 to |
|
|
2009 to |
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
|
(in thousands) |
|
|
Total restructuring charge |
|
$ |
489 |
|
|
$ |
366 |
|
|
$ |
|
|
|
$ |
(123 |
) |
|
$ |
|
|
|
|
(25 |
)% |
|
|
|
% |
64
Fiscal 2010 as compared to fiscal 2009. There was no restructuring charge for the year ended
December 31, 2010, as compared to a charge of $0.4 million for the year ended December 31, 2009.
During 2009, we reduced our workforce by twenty-six (26) people as part of a revision of our
operating plan to concentrate our resources on the advancement of our lead drug, sapacitabine.
There were no such reductions in 2010.
Fiscal 2009 as compared to fiscal 2008. The restructuring charge decreased by 25% or $0.1
million from approximately $0.5 million for the year ended December 31, 2008 to $0.4 million for
the year ended December 31, 2009.
In September 2008, we began revising our operating plan to concentrate our resources on the
advancement of our lead drug, sapacitabine, while maintaining a core competency in drug discovery
and cell cycle biology. The plan initially reduced our workforce across all locations by 25 people.
We recorded and paid approximately $0.4 million of severance costs and $0.1 million of accelerated
depreciation for assets that will no longer be utilized. In addition we accrued a charge of $0.1
million in respect of costs of exiting the lease of our redundant Cambridge, England, research
facility.
The future
During the fourth quarter of 2010, we did not renew the lease on a manufacturing facility in
Bothell, Washington. We have met all our obligations against the lease and there will be no further
accretion expense associated with the restructuring liability.
Revisions to our operating plan, if any, will be assessed as circumstances dictate.
65
Other income / (expense)
The following table summarizes the other income for years ended December 31, 2008, 2009 and
2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended |
|
|
$ Differences |
|
|
% Differences |
|
|
|
|
|
|
2008 to |
|
|
2009 to |
|
|
2008 to |
|
|
2009 to |
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
|
(in thousands) |
|
|
Payment under guarantee |
|
$ |
|
|
|
$ |
(1,652 |
) |
|
$ |
|
|
|
$ |
(1,652 |
) |
|
$ |
1,652 |
|
|
|
(100 |
)% |
|
|
100 |
% |
Change in valuation of
warrants liability |
|
|
3,502 |
|
|
|
(299 |
) |
|
|
(338 |
) |
|
|
(3,801 |
) |
|
|
(39 |
) |
|
|
(109 |
)% |
|
|
(13 |
)% |
Amendment to CEFF warrants |
|
|
|
|
|
|
(44 |
) |
|
|
|
|
|
|
(44 |
) |
|
|
44 |
|
|
|
(100 |
)% |
|
|
100 |
% |
Foreign Exchange gain/(loss) |
|
|
(4,501 |
) |
|
|
(144 |
) |
|
|
(68 |
) |
|
|
4,357 |
|
|
|
76 |
|
|
|
97 |
% |
|
|
53 |
% |
Interest income |
|
|
1,380 |
|
|
|
102 |
|
|
|
37 |
|
|
|
(1,278 |
) |
|
|
(65 |
) |
|
|
(93 |
)% |
|
|
(64 |
)% |
Interest expense |
|
|
(318 |
) |
|
|
(177 |
) |
|
|
(43 |
) |
|
|
141 |
|
|
|
134 |
|
|
|
44 |
% |
|
|
76 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income
(expense), net |
|
$ |
63 |
|
|
$ |
(2,214 |
) |
|
$ |
(412 |
) |
|
$ |
(2,277 |
) |
|
$ |
1,802 |
|
|
|
(3,614 |
)% |
|
|
81 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2010 as compared to fiscal 2009. Total other income (expense), net, decreased by
approximately $1.8 million from a loss of $2.2 million in 2009 to a loss of $0.4 million in 2010,
mainly due the $1.6 million charge for the payment under guarantee to the Scottish Enterprise in
2009 and, to a lesser extent, the reduction in interest income of $0.1 million arising from lower
yields available on lower average interest bearing cash and cash equivalents and $0.1 million in
interest expense. The differences related to these items are explained further below.
Change in valuation of warrants liability
The change in valuation of warrants relates to the issue of warrants to purchase shares of our
common stock under the registered direct financing completed in February 2007. The warrants issued
to the investors are classified as and are being accounted for as a liability. The value of the
warrants is being marked to market each reporting period as a derivative gain or loss until
exercised or expiration. For each of the years ended December 31, 2009 and 2010, we recognized an
expense of approximately $0.3 million in the change in the value of warrants.
Foreign Exchange gain / (loss)
In conjunction with the operational review conducted by the Company in September 2008, the
nature of intercompany funding was considered. It was concluded that as repayment of intercompany
loans is not expected in the foreseeable future, the nature of the funding advanced was of a
long-term investment nature and that the terms of the loans should be amended to reflect this.
Effective October 1, 2008, intercompany loans ceased to be repayable on demand and have no fixed
repayment date. As a result of the change in repayment terms, from October 1, 2008, all unrealized
foreign exchange gains or losses arising on the intercompany loans are recognized in other
comprehensive income on the consolidated statement of stockholders equity until repayment of the
intercompany loan becomes foreseeable. For the year ended December 31, 2010, unfavorable unrealized
foreign exchange movements related to intercompany loans recorded in other comprehensive income
totaled $2.1 million compared to favorable unrealized foreign exchange movements of $5.7 million in
2009.
Foreign exchange gains/losses not related to intercompany loans are recorded in income
(expense). Foreign exchange gain/(loss) was a $68,000 expense for the year ended December 31, 2010,
compared to a $144,000 expense for the year ended December 31, 2009.
66
Interest Income
Interest income decreased by approximately $65,000, from $102,000 for the year ended December
31, 2009 to $37,000 for the year ended December 31, 2010. During 2008, maturing short-term
investments were reinvested in cash and cash equivalents, being a more secure form of investment
and providing greater liquidity. As a result, these assets attracted a lower rate of interest.
This was compounded by a reduction in the average balance of cash and cash equivalents and
short-term investments during 2010 as compared to 2009.
Interest Expense
Interest expense decreased by $134,000, from $177,000 for year ended December 31, 2009 to
$43,000 for the year ended December 31, 2010. This is due largely to the reduction in accretion
expense associated with the Bothell restructuring lease, which expired in December 2010. For each
of the years ended December 31, 2009 and 2010, we recorded accretion expense associated with the
Bothell restructuring lease of $127,000 and $42,000, respectively.
Fiscal 2009 as compared to fiscal 2008. Total other income (expense), net, reduced by
approximately $2.3 million from a gain $0.1 million in 2008 to an expense of $2.2 million in 2009
due to the reduction in interest income of $1.3 million arising form lower yields available on
lower average interest bearing cash and cash equivalents, an increase of $3.8 million in the
valuation of warrants liability and $1.6 million in respect of a payment under guarantee related to
our arrangement with Scottish Enterprise. This increase in expense was offset by a reduction in
foreign exchange losses of $4.4 million in 2009 compared to 2008. The differences related to these
items are explained further below.
Change in valuation of warrants liability
The change in valuation of warrants relates to the issue of warrants to purchase shares of our
common stock under the registered direct financing completed in February 2007. The warrants issued
to the investors are classified as and are being accounted for as a liability. The value of the
warrants is being marked to market each reporting period as a derivative gain or loss until
exercised or expiration. For the year ended December 31, 2008, we recorded a gain of approximately
$3.5 million in the change in the value of warrants. For the year ended December 31, 2009, we
recognized an expense of approximately $0.3 million as the change in the value of warrants.
Foreign Exchange gain / (loss)
For the year ended December 31, 2009 favorable unrealized foreign exchange movements recorded
in other comprehensive income totaled $5.7 million compared to unfavorable foreign exchange
movements of $12.3 million in 2008.
Foreign exchange gains/losses not related to intercompany loans are recorded in income
(expense) in the year ended December 31, 2009 which totaled $0.1 million expense compared to a $4.5
million of expense in 2008, of which $4.8 million related to unrealized foreign exchange losses
arising on the intercompany loans charged to this category before the October 1, 2008 change offset
by a realized gain of $0.3 million on transactions in the year in respect of underlying operations.
Interest Income
During 2008, maturing short-term investments were reinvested in cash and cash equivalents,
being a more secure form of investment and providing greater liquidity. As a result, these assets
attracted a lower rate of interest. This was compounded by a reduction in the average balance of
cash and cash equivalents and short-term investments during 2009 as compared to 2008.
Interest Expense
Interest expense decreased approximately $0.1 million, from $0.3 million for year ended
December 31, 2008 to $0.2 million for the year ended December 31, 2009. For the years ended
December 31, 2008 and
2009, we recorded accretion expense associated with the Bothell restructuring lease of $0.2
million and $0.1 million, respectively on the consolidated statement of operations as interest
expense.
67
The future
The valuation of the warrants liability will continue to be re-measured at the end of each
reporting period. The valuation of the warrants is dependent upon many factors, including our
stock price, interest rates and the remaining term of the instrument and may fluctuate
significantly, which may have a significant impact on our statement of operations.
As the nature of funding advanced through intercompany loans is that of a long-term investment
in nature, future unrealized foreign exchange gains and losses on such funding will be recognized
in other comprehensive income until repayment of the intercompany loan becomes foreseeable. This
will minimize the future impact of unrealized foreign exchange fluctuations on earnings.
Income tax benefit
Credit is taken for research and development tax credits, which are claimed from the United
Kingdoms taxation and customs authority, in respect of qualifying research and development costs
incurred.
The following table summarizes research and development tax credits for the years ended
December 31, 2008, 2009 and 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended |
|
|
$ Differences |
|
|
% Differences |
|
|
|
|
|
|
2008 to |
|
|
2009 to |
|
|
2008 to |
|
|
2009 to |
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
|
(in thousands) |
|
|
Total income
tax benefit |
|
$ |
1,749 |
|
|
$ |
948 |
|
|
$ |
657 |
|
|
$ |
(801 |
) |
|
$ |
(291 |
) |
|
|
(46 |
)% |
|
|
(31 |
)% |
Fiscal 2010 as compared to fiscal 2009. Research and development tax credits recoverable
decreased by 31%, or approximately $0.3 million, from approximately $0.9 million for the year ended
2009 to approximately $0.7 million for the year ended December 31, 2010. The level of tax credits
recoverable is linked directly to qualifying research and development expenditure incurred in any
one year but restricted to payroll taxes paid by us in the United Kingdom in that same year. The
decrease is a reflection of decreased income taxes available for recovery as a consequence of the
lower eligible research and development payroll expenses in the United Kingdom following the
workforce reductions commenced in September 2008 and continued in 2009.
Fiscal 2009 as compared to fiscal 2008. Research and development tax credits recoverable
decreased by 46%, or approximately $0.8 million, from approximately $1.7 million for the year ended
2008 to approximately $0.9 million for the year ended December 31, 2009. The level of tax credits
recoverable is linked directly to qualifying research and development expenditure incurred in any
one year but restricted to payroll taxes paid by us in the United Kingdom in that same year. The
decrease was a reflection of decreased income taxes available for recovery as a consequence of the
lower eligible research and development payroll expenses in the United Kingdom following the
workforce reductions commenced in September 2008 and continued in the second and third quarters of
2009.
The future
We expect to continue to be eligible to receive United Kingdom research and development tax
credits for the foreseeable future and will elect to do so. However, as a result of our revised
operating plan announced in September 2008 and the subsequent reduction in workforce in 2009 the
amount of payroll taxes payable in future periods will be lower than in previous periods,
restricting available income tax credits to that lower amount.
68
Liquidity and Capital Resources
The following is a summary of our key liquidity measures as at December 31, 2009 and 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
December 31, |
|
|
|
|
|
|
|
|
|
(as restated) |
|
|
2010 |
|
|
$ Difference |
|
|
% Difference |
|
|
|
(in thousands) |
|
|
|
|
|
Cash and cash equivalents |
|
$ |
11,493 |
|
|
$ |
29,495 |
|
|
$ |
18,002 |
|
|
|
157 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
$ |
13,369 |
|
|
$ |
31,051 |
|
|
$ |
17,682 |
|
|
|
132 |
% |
Current liabilities |
|
|
(8,594 |
) |
|
|
(6,535 |
) |
|
|
2,059 |
|
|
|
(24 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total working capital |
|
$ |
4,775 |
|
|
$ |
24,516 |
|
|
$ |
19,741 |
|
|
|
413 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2010, we had cash and cash equivalents of $29.5 million as compared to $11.5
million at December 31, 2009. The higher balance at December 31, 2010 was primarily due to:
|
|
|
The completion of a private placement during October 2010, which resulted in
approximately $14.0 million in net proceeds; |
|
|
|
Two registered direct offerings in January 2010 for net proceeds of
approximately $11.9 million; and |
|
|
|
The issuance of 2.8 million common shares for approximately $4.9 million as
part of the committed equity financing facility, or CEFF, with Kingsbridge Capital Limited,
or Kingsbridge and the exercise of options and warrants totaling $2.6 million during
2010. |
Current liabilities decreased by 24%, or $2.1 million, from $8.6 million at December
31, 2009 to $6.5 million at December 31, 2010. Of the $2.1 million decrease, $1.0 million relates
to the full satisfaction of the Xcyte restructuring liability in 2010 and $0.9 million relates to
the amount payable under guarantee to Scottish Enterprise as part of the amendment in July 2009 to
the March 2006 Agreement, which was paid during 2010. In addition, there were reductions in costs
related to intellectual property of approximately $0.2 million and Sinclair distribution agreement
of approximately $0.7 million, offset by an increase in warrants liability of $0.3 million.
Since our inception, we have not generated any significant product revenues and have relied
primarily on the proceeds from sales of common and preferred equity securities, as well as
warrants, to finance our operations and internal growth. Additional funding has come through
interest on investments, licensing revenue, government grants and research and development tax
credits. We have incurred significant losses since our inception. As of December 31, 2010, we had
an accumulated deficit of $241.8 million.
We believe that existing funds together with cash generated from operations and recent
financing activities are sufficient to satisfy our planned working capital, capital expenditures
and other financial commitments for at least the next twelve months. Current business and capital
market risks could have a detrimental effect on the availability of sources of funding and our
ability to access them in the future which may delay or impede our progress of advancing our drugs
currently in the clinic to approval by the FDA for commercialization.
69
Cash provided by (used in) operating, investing and financing
activities
Cash provided by (used in) operating, investing and financing activities for the years ended
December 31, 2008, 2009 and 2010 is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, |
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
|
(in thousands) |
|
Net cash used in operating activities |
|
$ |
(29,905 |
) |
|
$ |
(14,886 |
) |
|
$ |
(16,044 |
) |
Net cash provided by investing activities |
|
$ |
27,342 |
|
|
$ |
1,559 |
|
|
$ |
33 |
|
Net cash provided by (used in) financing activities |
|
$ |
(1,238 |
) |
|
$ |
3,545 |
|
|
$ |
33,396 |
|
Operating activities
Net cash used in operating activities increased by $1.1 million, to $16.0 million in 2010 from
$14.9 million in 2009. Net cash used in operating activities during the year ended 31 December 2010
of $16.0 million resulted primarily from our net loss of $16.0 million, adjusted for material
non-cash activities comprising change in valuation of liability-classified warrants, depreciation
and amortization and non-cash stock based compensation expense amounting to $2.5 million and a net
reduction of $2.4 million due to a decrease in prepaid expenses and other current assets combined
with a net decrease in accounts payable and other current liabilities.
Net cash used in operating activities decreased by $15.0 million, from $29.9 million in 2008
to $14.9 million in 2009. Our net cash used in operating activities significantly decreased
primarily as a result of our cost reduction plan first implemented in September 2008 and then again
during June of 2009 and the focus to advancing sapacitabine into a pivotal Phase 3 trial. Net cash
used in operating activities during the year ended December 31, 2009 of $14.9 million resulted from
our net operating loss of $19.6 million, adjusted for material non-cash activities comprised of the
change in valuation of liability-classified warrants, depreciation and amortization, fixed asset
impairment, and non-cash stock based compensation expense, amounting to $2.1 million and a net
increase of $2.5 million due to a decrease in prepaid expenses and other current assets combined
with a net increase in accounts payable and other current liabilities.
Investing activities
Net cash provided by investing activities in the year ended December 31, 2010 amounted to
$33,000. During the year ended December 31, 2009, cash provided by investing activities amounted to
$1.6 million. During 2008, the proceeds from maturing short-term investments were reinvested in
cash and cash equivalents to reduce our risk profile. In addition, the net proceeds from $27.7
million of maturing short-term investments were used to fund our operating activities.
Capital expenditure was reduced to $8,000 for the year ended December 31, 2010 compared to
expenditures of $15,000 for the year ended December 31, 2009 and $366,000 for the year ended
December 31, 2008.
Financing activities
Net cash provided by financing activities increased by $29.9 million, from a source of $3.5
million for the year ended December 31, 2009 to a source of $33.4 million for the year ended
December 31, 2010.
For the year ended December 31, 2010 the net cash provided by financing activities increased
primarily due to the completion of a private placement of approximately $14.0 million in net
proceeds during October 2010, the two registered direct offerings in January 2010 for net proceeds
of approximately $11.9 million, the issuing of 2.8 million common shares for approximately $4.9
million as part of the CEFF with Kingsbridge Capital Limited, or Kingsbridge and the exercise of
options and warrants totaling $2.6 million during 2010.
For year ended December 31, 2009, the net cash provided by financing activities of $3.5
million related primarily to net proceeds received from the registered direct offering of $2.9
million in July 2009. On December 10, 2007, we entered into a CEFF with Kingsbridge, which was
subsequently amended on November 24, 2009, in which Kingsbridge committed to purchase the lesser of
4,084,590 shares of common stock or $60 million of common stock from us over a three year period.
The CEFF expired on December 10, 2010.
70
During December 2009 we sold an aggregate of 1,255,024 shares of our common stock to
Kingsbridge under the terms of the CEFF in consideration of an aggregate of $1.0 million.
For the year ended December 31, 2008, the net cash outflow for financing activities primarily
related to the payment of our preferred stock dividend of $1.2 million.
Operating Capital and Capital Expenditure Requirements
We expect to continue to incur substantial operating losses in the future. While we have
generated modest product revenues from ALIGN product sales for the years ended December 31, 2008,
2009 and 2010, we cannot guarantee that we will generate any significant product revenues until a
product candidate has been approved by the FDA or similar regulatory agencies in other countries
and successfully commercialized.
We currently anticipate that our cash and cash equivalents will be sufficient to fund our
operations for at least the next 12 months. We cannot be certain that any of our programs will be
successful or that we will be able to raise sufficient funds to complete the development and
commercialize any of our product candidates currently in development, should they succeed.
Additionally, we plan to continue to evaluate in-licensing and acquisition opportunities to gain
access to new drugs or drug targets that would fit with our strategy. Any such transaction would
likely increase our funding needs in the future.
Our future funding requirements will depend on many factors, including but not limited to:
|
|
|
the rate of progress and cost of our clinical trials, preclinical studies and
other discovery and research and development activities; |
|
|
|
the costs associated with establishing manufacturing and commercialization
capabilities; |
|
|
|
the costs of acquiring or investing in businesses, product candidates and
technologies; |
|
|
|
the costs of filing, prosecuting, defending and enforcing any patent claims and
other intellectual property rights; |
|
|
|
the costs and timing of seeking and obtaining FDA and other regulatory
approvals; |
|
|
|
the effect of competing technological and market developments; and |
|
|
|
the economic and other terms and timing of any collaboration, licensing or
other arrangements into which we may enter. |
Until we can generate a sufficient amount of product revenue to finance our cash requirements,
which we may never do, we expect to finance future cash needs primarily through public or private
equity offerings, debt financings or strategic collaborations. Although we are not reliant on
institutional credit finance and therefore not subject to debt covenant compliance requirements or
potential withdrawal of credit by banks, the current economic climate has also impacted the
availability of funds and activity in equity markets. We do not know whether additional funding
will be available on acceptable terms, or at all. If we are not able to secure additional funding
when needed, we may have to delay, reduce the scope of or eliminate one or more of our clinical
trials or research and development programs or make changes to our operating plan similar to the
revision made in September 2008. In addition, we may have to partner one or more of our product
candidate programs at an earlier stage of development, which would lower the economic value of
those programs to us.
Off-Balance Sheet Arrangements
As of December 31, 2010, we had no off-balance sheet arrangements.
71
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations is based on
our financial statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. Our significant accounting policies are described in Note
2 of the consolidated financial statements. The preparation of these financial statements requires
us to make estimates and judgments that affect the reported amounts of assets, liabilities and
expenses and related disclosure of contingent assets and liabilities. We review our estimates on an
ongoing basis. We base our estimates on historical experience and on various other assumptions that
we believe to be reasonable under the circumstances. Actual results may differ from these estimates
under different assumptions or conditions. We believe the judgments and estimates required by the
following accounting policies to be critical in the preparation of our consolidated financial
statements.
Revenue Recognition
Product sales
We have adopted the following revenue recognition policy related to the sales of Xclair®
Cream, Numoisyn® Liquid and Numoisyn® Lozenges. We recognize revenue from these product sales when
persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered;
the price is fixed or determinable; and collectability is reasonably assured.
We offer a general right of return on these product sales and account for all product sales
using the sell-through method. Under the sell-through method, revenue is not recognized upon
shipment of product to distributors. Instead, we record deferred revenue at gross invoice sales
price and deferred cost of sales at the cost at which those goods were held in inventory. We
recognize revenue when such inventory is sold through to pharmacies. To estimate product sold
through to pharmacies, we rely on third-party information, including information obtained from
significant distributors with respect to their inventory levels and sell-through to pharmacies. For
2010, we recorded $0.2 million of product returns due to a higher than anticipated amount of
returns. From the first quarter of 2010, our supplier has increased the product shelf-life to
three years on one of our products to assist us in the management of the product supply chain.
Collaboration, research and development, and grant revenue
Certain of our revenues are earned from collaborative agreements. We recognize revenue when
persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered;
the fee is fixed or determinable; and collectability is reasonably assured. Determination of
whether these criteria have been met is based on managements judgments regarding the nature of the
research performed, the substance of the milestones met relative to those we must still perform,
and the collectability of any related fees. Should changes in conditions cause management to
determine these criteria are not met for certain future transactions, revenue recognized for any
reporting period could be adversely affected.
Research and development revenues, which are earned under agreements with third parties for
contract research and development activities, are recorded as the related services are performed.
Milestone payments are non-refundable and recognized as revenue when earned, as evidenced by
achievement of the specified milestones and the absence of ongoing performance obligations. Any
amounts received in advance of performance are recorded as deferred revenue. None of the revenues
recognized to date are refundable if the relevant research effort is not successful.
Grant revenues from government agencies and private research foundations are recognized as the
related qualified research and development costs are incurred, up to the limit of the prior
approved funding amounts. Grant revenues are not refundable.
72
Stock-based Compensation
We grant stock options, restricted stock units and restricted stock to officers, employees,
directors and consultants under the Companys 2006 Amended and Restated 2006 Equity Incentive Plan,
which was amended and restated as of April 14, 2008. We also have outstanding options under
various stock-based compensation plans for employees and directors.
We measure compensation cost for all stock-based awards at fair value on date of grant and
recognize compensation over the requisite service period for awards expected to vest. The fair
value of restricted stock and restricted stock units is determined based on the number of shares
granted and the quoted price of our common stock on the date of grant. The determination of
grant-date fair value for stock option awards is estimated using an option-pricing model, which
includes variables such as the expected volatility of our share price, the anticipated exercise
behavior of our employees, interest rates, and dividend yields. These variables are projected based
on our historical data, experience, and other factors. Changes in any of these variables could
result in material adjustments to the expense recognized for share-based payments.
Such value is recognized as an expense over the requisite service period, net of estimated
forfeitures, using the straight-line attribution method. The estimation of stock awards that will
ultimately vest requires judgment, and to the extent actual results or updated estimates differ
from our current estimates, such amounts are recorded as a cumulative adjustment in the period
estimates are revised. We consider many factors when estimating expected forfeitures, including
types of awards, employee class, and historical experience. During the second, third and fourth
quarters of 2010, we revised downward the forfeiture rates on certain stock options granted mostly
due to the high probability of those options becoming fully vested over the next twelve months,
which resulted in an additional expense of $0.5 million. During the quarter ended March 31, 2009,
we revised the forfeiture rates because actual forfeiture rates were higher than those previously
estimated primarily due to the lapsing of stock option grants on the termination of employees. The
revision to past forfeiture estimates for the three months ended March 31, 2009 resulted in a
reversal of stock-based compensation cost recognized in prior years with a consequent net gain of
approximately $0.2 million on the consolidated statement of operations. During each of the quarters
ended September 30, 2009 and June 30, 2009, we revised the forfeiture rates because actual
forfeiture rates were higher than those previously estimated primarily due to the lapsing of stock
option grants on the termination of employees. For the nine months ended September 30, 2009, we
recognized a net cumulative credit of approximately $0.5 million with respect to the revised
forfeiture rates. Related to the workforce reduction in the second and third quarters of 2009, we
amended the exercise period in which the employees would be able to exercise their vested stock
options from thirty (30) days post termination date to nine months. In addition, we allowed the
individuals to continue to vest stock options until November 18, 2009 as if they were still
employed in recognition of past work. Per ASC 718, we considered this a Type III modification and
thus we recorded stock-based compensation expense of $0.3 million during the second and third
quarters of 2009.
Warrants Liability
February 2007 Financing
ASC 815, Derivatives and Hedging (ASC 815) requires freestanding contracts that are
settled in our own stock, including common stock warrants to be designated as equity instruments,
assets or liabilities. Under the provisions of ASC 815, a contract designated as an asset or a
liability must be carried at fair value until exercised or expired, with any changes in fair value
recorded in the results of operations. A contract designated as an equity instrument must be
included within equity, and no subsequent fair value adjustments are required. We review the
classification of the contracts at each balance sheet date. Pursuant to ASC 815, since we are
unable to control all the events or actions necessary to settle the warrants in registered shares
the warrants have been recorded as a current liability at fair value. The fair value of the
outstanding warrants is evaluated at each reporting period with any resulting change in the fair
value being reflected in the consolidated statements of operations. We recorded a charge of
approximately $0.3 million to reflect the change in fair value for each of the years ended December
31, 2010 and December 31, 2009. Fair value is estimated using an option-pricing model, which
includes variables such as the expected volatility of our share price, interest rates, and dividend
yields. These variables are projected based on our historical data, experience, and other factors.
Changes in any of these variables could result in material adjustments to the expense recognized
for changes in the valuation of the warrants liability.
73
Recent Accounting Pronouncements
In April 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-17 Revenue
Recognition-Milestone Method (Topic 605): Milestone Method of Revenue Recognition, a consensus of
the FASB Emerging Issues Task Force (ASU 2010-17). The amendments in ASU No. 2010-17 deal with
research and development contracts that are tied to completing a phase of a study or achieving a
specific result in a research project. The objective of ASU 2010-17 is to provide guidance on
defining a milestone and determining when it may be appropriate to apply the milestone method of
revenue recognition for research or development transactions. Prior to issuance of ASU No. 2010-17,
authoritative guidance on the use of the milestone method did not exist. An entitys decision to
use the milestone method of revenue recognition over other proportional revenue recognition methods
is a policy decision made by the entity. Use of the milestone method will require certain
disclosures. The guidance provided by ASU No. 2010-17 is effective on a prospective basis for
milestones achieved in fiscal years, and interim periods within those years, beginning on or after
June 15, 2010. Early adoption is permitted, with certain restrictions. The adoption of this new ASU
did not have a material impact on our consolidated financial statements.
In January 2010, the FASB issued an amendment to the accounting standards related to the
disclosures about an entitys use of fair value measurements. Among these amendments, entities will
be required to provide enhanced disclosures about transfers into and out of the Level 1 (fair value
determined based on quoted prices in active markets for identical assets and liabilities) and Level
2 (fair value determined based on significant other observable inputs) classifications, provide
separate disclosures about purchases, sales, issuances and settlements relating to the tabular
reconciliation of beginning and ending balances of the Level 3 (fair value determined based on
significant unobservable inputs) classification and provide greater disaggregation for each class
of assets and liabilities that use fair value measurements. Except for the detailed Level 3
roll-forward disclosures, the new standard is effective for the Company for interim and annual
reporting periods beginning after December 31, 2009. The adoption of this accounting standards
amendment did not have a material impact on the Companys consolidated financial statements. The
requirement to provide detailed disclosures about the purchases, sales, issuances and settlements
in the roll-forward activity for Level 3 fair value measurements is effective for the Company for
interim and annual reporting periods beginning after December 31, 2010. The adoption of these new
disclosure requirements did not have a material impact on our consolidated financial statements.
In February 2010, the FASB issued an amendment to the accounting standards related to the
accounting for, and disclosure of, subsequent events in an entitys consolidated financial
statements. This standard amends the authoritative guidance for subsequent events that was
previously issued and among other things exempts Securities and Exchange Commission registrants
from the requirement to disclose the date through which it has evaluated subsequent events for
either original or restated financial statements. This standard does not apply to subsequent events
or transactions that are within the scope of other applicable GAAP that provides different guidance
on the accounting treatment for subsequent events or transactions. The adoption of this standard
did not have a material impact on our consolidated financial statements.
74
|
|
|
Item 7A. |
|
Quantitative and Qualitative Disclosures About Market Risk |
We are exposed to market risk related to fluctuations in foreign currency exchange rates and
investment credit ratings.
Foreign Currency Risk
We are exposed to foreign currency rate fluctuations related to the operation of our
subsidiary in the United Kingdom. At the end of each reporting period, income and expenses of the
subsidiary are remeasured into U.S. dollars using the average currency rate in effect for the
period and assets and liabilities are remeasured into U.S. dollars using either historical rates or
the exchange rate in effect at the end of the period. Intercompany loans with this subsidiary are
denominated in U.S. dollars and unrealized foreign exchange gains and losses arising on these loans
have been recorded in the consolidated statement of operations within the separate line item
foreign exchange gains/(losses) within other income (expense) up to September 30, 2008.
During the year ended December 31, 2008, there were unfavorable unrealized foreign exchange
movements of approximately $17.2 million on intercompany loans due to the increase in the strength
of the United States dollar against the British pound. Of the $17.2 million, $4.8 million was
recorded in the consolidated statement of operations within the separate line item foreign exchange
gains/(losses), within other income (expense). This was offset by a realized gain of $0.3 million
on transactions in the year in respect of underlying operations, resulting in a net foreign
exchange loss of $4.5 million.
In conjunction with the operational review conducted by us in September 2008, the nature of
intercompany funding was considered. It was concluded that as repayment of intercompany loans is
not expected in the foreseeable future, the nature of the funding advanced was of a long-term
investment nature and that the terms of the loans should be amended to reflect this. Effective
October 1, 2008, intercompany loans ceased to be repayable on demand and have no fixed repayment
date. As a result of the change in repayment terms, from October 1, 2008 all unrealized foreign
exchange gains or losses arising on intercompany loans are recognized in other comprehensive
income, and will continue to be recorded as such until repayment of the intercompany loan becomes
foreseeable.
We currently do not engage in foreign currency hedging. We enter into certain transactions
denominated in foreign currencies in respect of underlying operations and, therefore, we are
subject to currency exchange risks. We realized losses of $0.1 million for each of the years ended
December 31, 2010 and 2009.
Common Stock Price Risk
In February 2007, we issued common stock and warrants. Pursuant to ASC 815, we recorded the
fair value of the warrants as a current liability. The fair value of the outstanding warrants is
evaluated at each reporting period with any resulting change in the fair value being reflected in
the consolidated statements of operations. The change in fair value recognized in the financial
statements for each of the years ended December 31, 2009 and 2010 was a loss of approximately $0.3
million. Fair value of the derivative instruments will be affected by estimates of various factors
that may affect the respective instrument, including our stock price, the risk free rate of return
and expected volatility in the fair value of our stock price. As the fair value of this derivative
may fluctuate significantly from period to period, the resulting change in valuation may have a
significant impact on our results of operations.
75
|
|
|
Item 8. |
|
Financial Statements and Supplementary Data |
INDEX TO CYCLACEL PHARMACEUTICALS, INC. FINANCIAL STATEMENTS
76
CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Cyclacel Pharmaceuticals, Inc.
We have audited the accompanying consolidated balance sheets of Cyclacel Pharmaceuticals, Inc. (a development stage company)
as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders
equity, and cash flows for each of the three years in the period ended December 31, 2010 and the period from
August 13, 1996 (inception) to December 31, 2010. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. We were not engaged to perform an audit of the Companys internal
control over financial reporting. Our audit included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Cyclacel Pharmaceuticals,
Inc.(a development stage company) at December 31, 2010 and 2009, and the consolidated
results of its operations and its cash flows for each of the three years in the period
ended December 31, 2010 and for the period from August 13, 1996 (inception) to December
31, 2010, in conformity with U.S. generally accepted accounting principles.
As discussed in Note 3 to the consolidated financial statements, the consolidated balance
sheet as of December 31, 2009 and the consolidated statement of stockholders equity for
the year ended December 31, 2009 have been restated to reverse an accrual of undeclared
cumulative preferred stock dividends.
/s/ Ernst & Young LLP
London, England
March 31, 2011
77
CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(In $000s, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
|
|
|
|
(as
restated) |
|
|
2010 |
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
11,493 |
|
|
$ |
29,495 |
|
Inventory |
|
|
145 |
|
|
|
174 |
|
Prepaid expenses and other current assets |
|
|
1,731 |
|
|
|
1,382 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
13,369 |
|
|
|
31,051 |
|
Property, plant and equipment (net) |
|
|
901 |
|
|
|
408 |
|
Deposits and other assets |
|
|
196 |
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
14,466 |
|
|
$ |
31,459 |
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
1,709 |
|
|
$ |
1,723 |
|
Accrued and other current liabilities |
|
|
5,481 |
|
|
|
4,132 |
|
Warrants liability |
|
|
342 |
|
|
|
680 |
|
Current portion of other accrued restructuring charges |
|
|
1,062 |
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
8,594 |
|
|
|
6,535 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
8,594 |
|
|
|
6,535 |
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value; 5,000,000 shares
authorized at December 31, 2009 and 2010,
respectively; 2,046,813 and 1,213,142 shares issued
and outstanding at December 31, 2009 and 2010,
respectively. Aggregate preference in liquidation of
$21,696,218 and $13,344,562 at December 31, 2009 and
December 31, 2010, respectively |
|
|
2 |
|
|
|
1 |
|
Common stock, $0.001 par value; 100,000,000 shares
authorized at December 31, 2009 and 2010,
respectively; 25,743,363 and 46,564,914 shares
issued and outstanding at December 31, 2009 and 2010,
respectively |
|
|
26 |
|
|
|
47 |
|
Additional paid-in capital |
|
|
228,109 |
|
|
|
266,666 |
|
Accumulated other comprehensive income |
|
|
20 |
|
|
|
31 |
|
Deficit accumulated during the development stage |
|
|
(222,285 |
) |
|
|
(241,821 |
) |
|
|
|
|
|
|
|
Total stockholders equity |
|
|
5,872 |
|
|
|
24,924 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
14,466 |
|
|
$ |
31,459 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
78
CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(In $000s, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 13, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1996 |
|
|
|
Year ended |
|
|
Year ended |
|
|
Year ended |
|
|
(inception) to |
|
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2010 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaboration and research and development revenue |
|
$ |
|
|
|
$ |
|
|
|
$ |
100 |
|
|
$ |
3,100 |
|
Product Revenue |
|
|
838 |
|
|
|
910 |
|
|
|
574 |
|
|
|
2,322 |
|
Grant revenue |
|
|
39 |
|
|
|
1 |
|
|
|
12 |
|
|
|
3,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
877 |
|
|
|
911 |
|
|
|
686 |
|
|
|
9,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold |
|
|
429 |
|
|
|
545 |
|
|
|
418 |
|
|
|
1,392 |
|
Research and development |
|
|
18,869 |
|
|
|
9,766 |
|
|
|
6,414 |
|
|
|
176,593 |
|
Selling, general and administrative |
|
|
15,354 |
|
|
|
8,538 |
|
|
|
10,120 |
|
|
|
81,966 |
|
Goodwill and intangibles impairment |
|
|
7,934 |
|
|
|
|
|
|
|
|
|
|
|
7,934 |
|
Other restructuring costs |
|
|
489 |
|
|
|
366 |
|
|
|
|
|
|
|
2,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
43,075 |
|
|
|
19,215 |
|
|
|
16,952 |
|
|
|
270,519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(42,198 |
) |
|
|
(18,304 |
) |
|
|
(16,266 |
) |
|
|
(261,449 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs associated with aborted 2004 IPO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,550 |
) |
Payment under guarantee |
|
|
|
|
|
|
(1,652 |
) |
|
|
|
|
|
|
(1,652 |
) |
Change in valuation of derivative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(308 |
) |
Change in valuation of warrants liability |
|
|
3,502 |
|
|
|
(299 |
) |
|
|
(338 |
) |
|
|
6,070 |
|
Warrant re-pricing |
|
|
|
|
|
|
(44 |
) |
|
|
|
|
|
|
(44 |
) |
Foreign exchange gains / (losses) |
|
|
(4,501 |
) |
|
|
(144 |
) |
|
|
(68 |
) |
|
|
(4,255 |
) |
Interest income |
|
|
1,380 |
|
|
|
102 |
|
|
|
37 |
|
|
|
13,680 |
|
Interest expense |
|
|
(318 |
) |
|
|
(177 |
) |
|
|
(43 |
) |
|
|
(4,677 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net |
|
|
63 |
|
|
|
(2,214 |
) |
|
|
(412 |
) |
|
|
5,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before taxes |
|
|
(42,135 |
) |
|
|
(20,518 |
) |
|
|
(16,678 |
) |
|
|
(256,185 |
) |
Income tax benefit |
|
|
1,749 |
|
|
|
948 |
|
|
|
657 |
|
|
|
17,879 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
(40,386 |
) |
|
|
(19,570 |
) |
|
|
(16,021 |
) |
|
|
(238,306 |
) |
Dividend on preferred ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38,123 |
) |
Deemed dividend on convertible exchangeable preferred shares |
|
|
|
|
|
|
|
|
|
|
(3,515 |
) |
|
|
(3,515 |
) |
Dividend on convertible exchangeable preferred shares |
|
|
(1,227 |
) |
|
|
(1,228 |
) |
|
|
(167 |
) |
|
|
(2,929 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss applicable to common shareholders |
|
$ |
(41,613 |
) |
|
$ |
(20,798 |
) |
|
$ |
(19,703 |
) |
|
$ |
(282,873 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share basic and diluted |
|
$ |
(2.04 |
) |
|
$ |
(0.94 |
) |
|
$ |
(0.52 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
20,433,129 |
|
|
|
22,196,840 |
|
|
|
37,844,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
79
CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
(In $000s, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
other |
|
|
|
|
|
|
during |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
paid-in |
|
|
comprehensive |
|
|
Deferred |
|
|
development |
|
|
|
|
|
|
Preferred Stock |
|
|
Common Stock |
|
|
Capital |
|
|
income/(loss) |
|
|
compensation |
|
|
stage |
|
|
Total |
|
|
|
No. |
|
|
$000 |
|
|
No. |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
On incorporation, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of shares for cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
(4 |
) |
Loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(290 |
) |
|
|
(290 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(294 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 1997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
(4 |
) |
|
|
|
|
|
|
(290 |
) |
|
|
(293 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of shares for cash, net of
issuance costs |
|
|
|
|
|
|
|
|
|
|
266,778 |
|
|
|
|
|
|
|
4,217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,217 |
|
Issue of shares for IP rights
agreement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
262 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
262 |
|
Deferred stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,002 |
|
|
|
|
|
|
|
(2,002 |
) |
|
|
|
|
|
|
|
|
Amortization of deferred
stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
302 |
|
|
|
|
|
|
|
302 |
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
55 |
|
Loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,534 |
) |
|
|
(2,534 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,479 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 1998 |
|
|
|
|
|
|
|
|
|
|
266,778 |
|
|
|
|
|
|
|
6,482 |
|
|
|
51 |
|
|
|
(1,700 |
) |
|
|
(2,824 |
) |
|
|
2,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred
stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
406 |
|
|
|
|
|
|
|
406 |
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
11 |
|
Loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,964 |
) |
|
|
(3,964 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,953 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 1999 |
|
|
|
|
|
|
|
|
|
|
266,778 |
|
|
|
|
|
|
|
6,482 |
|
|
|
62 |
|
|
|
(1,294 |
) |
|
|
(6,788 |
) |
|
|
(1,538 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
80
CYLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (contd)
(In $000s, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
other |
|
|
|
|
|
|
during |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
paid-in |
|
|
comprehensive |
|
|
Deferred |
|
|
development |
|
|
|
|
|
|
Preferred Stock |
|
|
Common Stock |
|
|
capital |
|
|
income/(loss) |
|
|
compensation |
|
|
stage |
|
|
Total |
|
|
|
No. |
|
|
$000 |
|
|
No. |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
Issue of shares for cash, net of issuance costs |
|
|
|
|
|
|
|
|
|
|
538,889 |
|
|
|
1 |
|
|
|
12,716 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,717 |
|
Issue of shares on conversion of bridging loan |
|
|
|
|
|
|
|
|
|
|
90,602 |
|
|
|
|
|
|
|
1,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,638 |
|
Issue of shares in lieu of cash bonus |
|
|
|
|
|
|
|
|
|
|
9,060 |
|
|
|
|
|
|
|
164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
164 |
|
Issue of shares for research & development agreement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
409 |
|
Exercise of share options |
|
|
|
|
|
|
|
|
|
|
2,265 |
|
|
|
|
|
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40 |
|
Deferred stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
167 |
|
|
|
|
|
|
|
(167 |
) |
|
|
|
|
|
|
|
|
Amortization of deferred stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
433 |
|
|
|
|
|
|
|
433 |
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(194 |
) |
|
|
|
|
|
|
|
|
|
|
(194 |
) |
Loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,686 |
) |
|
|
(5,686 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,880 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2000 |
|
|
|
|
|
|
|
|
|
|
907,594 |
|
|
|
1 |
|
|
|
21,616 |
|
|
|
(132 |
) |
|
|
(1,028 |
) |
|
|
(12,474 |
) |
|
|
7,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
294 |
|
|
|
|
|
|
|
(294 |
) |
|
|
|
|
|
|
|
|
Amortization of deferred stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
275 |
|
|
|
|
|
|
|
275 |
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(466 |
) |
|
|
|
|
|
|
|
|
|
|
(466 |
) |
Loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,382 |
) |
|
|
(10,382 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,848 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2001 |
|
|
|
|
|
|
|
|
|
|
907,594 |
|
|
|
1 |
|
|
|
21,910 |
|
|
|
(598 |
) |
|
|
(1,047 |
) |
|
|
(22,856 |
) |
|
|
(2,590 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
81
CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (contd)
(In $000s, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
other |
|
|
|
|
|
|
during |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
paid-in |
|
|
comprehensive |
|
|
Deferred |
|
|
development |
|
|
|
|
|
|
Preferred Stock |
|
|
Common Stock |
|
|
capital |
|
|
income/(loss) |
|
|
compensation |
|
|
stage |
|
|
Total |
|
|
|
No. |
|
|
$000 |
|
|
No. |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
Issue of shares for cash, net of issuance costs |
|
|
|
|
|
|
|
|
|
|
5,451 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of share options for cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
106 |
|
Issue of shares for license agreement |
|
|
|
|
|
|
|
|
|
|
4,510 |
|
|
|
|
|
|
|
183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
183 |
|
Fair value of warrants issued to shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,215 |
|
Deferred stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
363 |
|
|
|
|
|
|
|
(363 |
) |
|
|
|
|
|
|
|
|
Amortization of deferred stock-based
compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
672 |
|
|
|
|
|
|
|
672 |
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
191 |
|
|
|
|
|
|
|
|
|
|
|
191 |
|
Loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,853 |
) |
|
|
(14,853 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,662 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2002 |
|
|
|
|
|
|
|
|
|
|
917,555 |
|
|
|
1 |
|
|
|
23,777 |
|
|
|
(407 |
) |
|
|
(738 |
) |
|
|
(37,709 |
) |
|
|
(15,076 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of share options for cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 |
|
Deferred stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(84 |
) |
|
|
|
|
|
|
84 |
|
|
|
|
|
|
|
|
|
Amortization of deferred stock-based
compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
305 |
|
|
|
|
|
|
|
305 |
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,846 |
) |
|
|
|
|
|
|
|
|
|
|
(1,846 |
) |
Loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,542 |
) |
|
|
(15,542 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,388 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2003 |
|
|
|
|
|
|
|
|
|
|
917,555 |
|
|
|
1 |
|
|
|
23,705 |
|
|
|
(2,253 |
) |
|
|
(349 |
) |
|
|
(53,251 |
) |
|
|
(32,147 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
82
CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (contd)
(In $000s, except share and per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
other |
|
|
|
|
|
|
during |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
paid-in |
|
|
comprehensive |
|
|
Deferred |
|
|
development |
|
|
|
|
|
|
Preferred Stock |
|
|
Common Stock |
|
|
capital |
|
|
income/(loss) |
|
|
compensation |
|
|
stage |
|
|
Total |
|
|
|
No. |
|
|
$000 |
|
|
No. |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
Issue of shares for cash, net of issuance costs |
|
|
|
|
|
|
|
|
|
|
1,510,288 |
|
|
|
1 |
|
|
|
27,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,635 |
|
Exercise of share options for cash |
|
|
|
|
|
|
|
|
|
|
6,549 |
|
|
|
|
|
|
|
115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115 |
|
Conversion of Preferred C Ordinary shares |
|
|
|
|
|
|
|
|
|
|
3,769,139 |
|
|
|
4 |
|
|
|
58,144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,148 |
|
Amortization of deferred stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
217 |
|
|
|
|
|
|
|
217 |
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,343 |
) |
|
|
|
|
|
|
|
|
|
|
(1,343 |
) |
Loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,977 |
) |
|
|
(14,977 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,320 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2003 |
|
|
|
|
|
|
|
|
|
|
6,203,531 |
|
|
|
6 |
|
|
|
109,598 |
|
|
|
(3,596 |
) |
|
|
(132 |
) |
|
|
(68,228 |
) |
|
|
37,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issues of shares for cash, net of issuance costs |
|
|
|
|
|
|
|
|
|
|
430,571 |
|
|
|
1 |
|
|
|
8,540 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,541 |
|
Exercise of warrants for cash |
|
|
|
|
|
|
|
|
|
|
22,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,050 |
) |
|
|
|
|
|
|
132 |
|
|
|
|
|
|
|
(1,918 |
) |
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,424 |
|
|
|
|
|
|
|
|
|
|
|
2,424 |
|
Loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22,742 |
) |
|
|
(22,742 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,318 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2004 |
|
|
|
|
|
|
|
|
|
|
6,656,732 |
|
|
|
7 |
|
|
|
116,088 |
|
|
|
(1,172 |
) |
|
|
|
|
|
|
(90,970 |
) |
|
|
23,953 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,786 |
) |
|
|
|
|
|
|
|
|
|
|
(1,786 |
) |
Loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18,048 |
) |
|
|
(18,048 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19,834 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2005 |
|
|
|
|
|
|
|
|
|
|
6,656,732 |
|
|
|
7 |
|
|
|
116,088 |
|
|
|
(2,958 |
) |
|
|
|
|
|
|
(109,018 |
) |
|
|
4,119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
83
CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (contd)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
other |
|
|
|
|
|
|
during |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
paid-in |
|
|
comprehensive |
|
|
Deferred |
|
|
development |
|
|
|
|
|
|
Preferred Stock |
|
|
Common Stock |
|
|
capital |
|
|
income/(loss) |
|
|
compensation |
|
|
stage |
|
|
Total |
|
|
|
No. |
|
|
$000 |
|
|
No. |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
Issue of shares to
certain directors and officers |
|
|
|
|
|
|
|
|
|
|
648,413 |
|
|
|
1 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of shares on conversion
of Loan Note Instrument |
|
|
|
|
|
|
|
|
|
|
456,308 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reverse Acquisition |
|
|
2,046,813 |
|
|
|
2 |
|
|
|
1,967,928 |
|
|
|
2 |
|
|
|
16,251 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,255 |
|
Loan from Cyclacel Group plc
waived |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,420 |
|
Issue of common stock and
warrants for cash |
|
|
|
|
|
|
|
|
|
|
6,428,572 |
|
|
|
6 |
|
|
|
42,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,362 |
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,600 |
|
Change in unrealized loss on
investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
5 |
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
416 |
|
|
|
|
|
|
|
|
|
|
|
416 |
|
Loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(29,258 |
) |
|
|
(29,258 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(28,842 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006 |
|
|
2,046,813 |
|
|
|
2 |
|
|
|
16,157,953 |
|
|
|
16 |
|
|
|
194,714 |
|
|
|
(2,537 |
) |
|
|
|
|
|
|
(138,276 |
) |
|
|
53,919 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
84
CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (contd)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
other |
|
|
|
|
|
|
during |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
paid-in |
|
|
comprehensive |
|
|
Deferred |
|
|
development |
|
|
|
|
|
|
Preferred Stock |
|
|
Common Stock |
|
|
capital |
|
|
income/(loss) |
|
|
compensation |
|
|
stage |
|
|
Total |
|
|
|
No. |
|
|
$000 |
|
|
No. |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,733 |
|
Issue of common stock upon
exercise of stock options |
|
|
|
|
|
|
|
|
|
|
25,508 |
|
|
|
|
|
|
|
163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
163 |
|
Issue of common stock for cash on
registered direct offering, net of
expenses |
|
|
|
|
|
|
|
|
|
|
4,249,668 |
|
|
|
4 |
|
|
|
33,353 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,357 |
|
Preferred stock dividends declared |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(307 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(307 |
) |
Issue of warrants in connection
with registered direct offering |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,750 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,750 |
) |
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(93 |
) |
|
|
|
|
|
|
|
|
|
|
(93 |
) |
Loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24,053 |
) |
|
|
(24,053 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24,146 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007 |
|
|
2,046,813 |
|
|
|
2 |
|
|
|
20,433,129 |
|
|
|
20 |
|
|
|
222,906 |
|
|
|
(2,630 |
) |
|
|
|
|
|
|
(162,329 |
) |
|
|
57,969 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,698 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,698 |
|
Preferred stock dividends declared |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,227 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,227 |
) |
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized foreign exchange on
intercompany loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,330 |
) |
|
|
|
|
|
|
|
|
|
|
(12,330 |
) |
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,918 |
|
|
|
|
|
|
|
|
|
|
|
14,918 |
|
Loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(40,386 |
) |
|
|
(40,386 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(37,798 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008 |
|
|
2,046,813 |
|
|
|
2 |
|
|
|
20,433,129 |
|
|
|
20 |
|
|
|
223,377 |
|
|
|
(42 |
) |
|
|
|
|
|
|
(202,715 |
) |
|
|
20,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
85
CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (contd)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Accumulated |
|
|
|
|
|
|
accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
paid-in |
|
|
other |
|
|
|
|
|
|
during |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital |
|
|
comprehensive |
|
|
Deferred |
|
|
development |
|
|
Total |
|
|
|
Preferred Stock |
|
|
Common Stock |
|
|
(as restated) |
|
|
income/(loss) |
|
|
compensation |
|
|
stage |
|
|
(as restated) |
|
|
|
No. |
|
|
$000 |
|
|
No. |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
Warrant re-pricing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44 |
|
Issue of common stock for cash
on registered direct offering,
net of expenses |
|
|
|
|
|
|
|
|
|
|
4,000,000 |
|
|
|
4 |
|
|
|
2,843 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,847 |
|
Issue of common stock upon
draw down of Committed Equity
Finance Facility |
|
|
|
|
|
|
|
|
|
|
1,255,024 |
|
|
|
2 |
|
|
|
1,028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,030 |
|
Issue of common stock upon
exercise of stock options,
restricted stock units and
restricted stock |
|
|
|
|
|
|
|
|
|
|
55,210 |
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 |
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
810 |
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized foreign exchange on
intercompany loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,651 |
|
|
|
|
|
|
|
|
|
|
|
5,651 |
|
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,589 |
) |
|
|
|
|
|
|
|
|
|
|
(5,589 |
) |
Loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19,570 |
) |
|
|
(19,570 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19,508 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2009,
as restated |
|
|
2,046,813 |
|
|
|
2 |
|
|
|
25,743,363 |
|
|
|
26 |
|
|
|
228,109 |
|
|
|
20 |
|
|
|
|
|
|
|
(222,285 |
) |
|
|
5,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
86
CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (contd)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
other |
|
|
|
|
|
|
during |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
paid-in |
|
|
comprehensive |
|
|
Deferred |
|
|
development |
|
|
|
|
|
|
Preferred Stock |
|
|
Common Stock |
|
|
capital |
|
|
income/(loss) |
|
|
compensation |
|
|
stage |
|
|
Total |
|
|
|
No. |
|
|
$000 |
|
|
No. |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
Issue of common stock
for cash on registered direct
offering, net of expenses |
|
|
|
|
|
|
|
|
|
|
5,200,000 |
|
|
|
5 |
|
|
|
11,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,897 |
|
Issue of common stock upon
draw down of Committed Equity
Finance Facility |
|
|
|
|
|
|
|
|
|
|
2,818,925 |
|
|
|
3 |
|
|
|
4,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,863 |
|
Warrant exercise |
|
|
|
|
|
|
|
|
|
|
2,618,266 |
|
|
|
3 |
|
|
|
2,496 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,499 |
|
Issue of common stock on
private placement, net of
expenses |
|
|
|
|
|
|
|
|
|
|
8,323,190 |
|
|
|
8 |
|
|
|
13,972 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,980 |
|
Stock-based awards exercised |
|
|
|
|
|
|
|
|
|
|
205,571 |
|
|
|
|
|
|
|
77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77 |
|
Preferred stock conversions |
|
|
(833,671 |
) |
|
|
(1 |
) |
|
|
1,655,599 |
|
|
|
2 |
|
|
|
3,514 |
|
|
|
|
|
|
|
|
|
|
|
(3,515 |
) |
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,746 |
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized foreign exchange on
intercompany loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,073 |
) |
|
|
|
|
|
|
|
|
|
|
(2,073 |
) |
Translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,084 |
|
|
|
|
|
|
|
|
|
|
|
2,084 |
|
Loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,021 |
) |
|
|
(16,021 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,010 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2010 |
|
|
1,213,142 |
|
|
|
1 |
|
|
|
46,564,914 |
|
|
|
47 |
|
|
|
266,666 |
|
|
|
31 |
|
|
|
|
|
|
|
(241,821 |
) |
|
|
24,924 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
87
CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 13, 1996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(inception) |
|
|
|
Year ended |
|
|
Year ended |
|
|
Year ended |
|
|
to |
|
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2010 |
|
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
(40,386 |
) |
|
|
(19,570 |
) |
|
|
(16,021 |
) |
|
|
(238,306 |
) |
Adjustments to reconcile net loss to net cash
used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion of guaranteed stock |
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of interest payable on notes
payable |
|
|
79 |
|
|
|
2 |
|
|
|
|
|
|
|
100 |
|
Amortization of investment premiums, net |
|
|
(1,444 |
) |
|
|
20 |
|
|
|
|
|
|
|
(2,297 |
) |
Change in valuation of derivative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
308 |
|
Change in valuation of warrants |
|
|
(3,502 |
) |
|
|
299 |
|
|
|
338 |
|
|
|
(6,070 |
) |
Warrant re-pricing |
|
|
|
|
|
|
44 |
|
|
|
|
|
|
|
44 |
|
Depreciation |
|
|
1,154 |
|
|
|
668 |
|
|
|
457 |
|
|
|
12,314 |
|
Amortization of intangible assets |
|
|
708 |
|
|
|
|
|
|
|
|
|
|
|
886 |
|
Fixed asset impairment |
|
|
|
|
|
|
221 |
|
|
|
|
|
|
|
221 |
|
Unrealized foreign exchange (gains) losses |
|
|
4,831 |
|
|
|
|
|
|
|
|
|
|
|
7,747 |
|
Deferred revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(98 |
) |
Compensation for warrants issued to non
employees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,215 |
|
Shares issued for IP rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
446 |
|
Loss (gain) on disposal of property, plant
and equipment |
|
|
2 |
|
|
|
83 |
|
|
|
(13 |
) |
|
|
99 |
|
Goodwill and intangibles impairment |
|
|
7,934 |
|
|
|
|
|
|
|
|
|
|
|
7,934 |
|
Stock-based compensation |
|
|
1,698 |
|
|
|
810 |
|
|
|
1,746 |
|
|
|
18,141 |
|
Provision for restructuring |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,779 |
|
Amortization of issuance costs of Preferred
Ordinary C shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,517 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and other assets |
|
|
1,732 |
|
|
|
1,716 |
|
|
|
516 |
|
|
|
(232 |
) |
Accounts payable and other current liabilities |
|
|
(2,701 |
) |
|
|
821 |
|
|
|
(3,067 |
) |
|
|
(5,890 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(29,905 |
) |
|
|
(14,886 |
) |
|
|
(16,044 |
) |
|
|
(199,142 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
88
CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS (contd)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 13, 1996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(inception) |
|
|
|
Year ended |
|
|
Year ended |
|
|
Year ended |
|
|
to |
|
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2010 |
|
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of ALIGN |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,763 |
) |
Purchase of property, plant and equipment |
|
|
(366 |
) |
|
|
(15 |
) |
|
|
(8 |
) |
|
|
(8,831 |
) |
Proceeds from sale of property, plant and
equipment |
|
|
|
|
|
|
91 |
|
|
|
41 |
|
|
|
158 |
|
Purchase of short-term investments on
deposit, net of maturities |
|
|
(3,057 |
) |
|
|
|
|
|
|
|
|
|
|
(156,657 |
) |
Cash proceeds from redemption of short term
securities |
|
|
30,765 |
|
|
|
1,483 |
|
|
|
|
|
|
|
162,729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing
activities |
|
|
27,342 |
|
|
|
1,559 |
|
|
|
33 |
|
|
|
(6,364 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of capital lease obligations |
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
(3,719 |
) |
Proceeds from issuance of ordinary and
preferred ordinary shares, net of issuance
costs |
|
|
|
|
|
|
|
|
|
|
30,820 |
|
|
|
121,678 |
|
Proceeds from issuance of common stock and
warrants, net of issuance costs |
|
|
|
|
|
|
3,845 |
|
|
|
2,576 |
|
|
|
82,404 |
|
Proceeds from the exercise of stock options
and warrants, net of issuance costs |
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
170 |
|
Payment of preferred stock dividend |
|
|
(1,227 |
) |
|
|
(307 |
) |
|
|
|
|
|
|
(1,534 |
) |
Repayment of government loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(455 |
) |
Government loan received |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
414 |
|
Loan received from Cyclacel Group plc |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,103 |
|
Proceeds of committable loan notes issued
from shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,883 |
|
Loans received from shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,645 |
|
Cash and cash equivalents assumed on stock
purchase of Xcyte |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,915 |
|
Costs associated with stock purchase |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,951 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing
activities |
|
|
(1,238 |
) |
|
|
3,545 |
|
|
|
33,396 |
|
|
|
234,553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and
cash equivalents |
|
|
(2,966 |
) |
|
|
(2,945 |
) |
|
|
617 |
|
|
|
448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash
equivalents |
|
|
(6,767 |
) |
|
|
(12,727 |
) |
|
|
18,002 |
|
|
|
29,495 |
|
Cash and cash equivalents, beginning of period |
|
|
30,987 |
|
|
|
24,220 |
|
|
|
11,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
|
24,220 |
|
|
|
11,493 |
|
|
|
29,495 |
|
|
|
29,495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period from |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 13, 1996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(inception) |
|
|
|
Year ended |
|
|
Year ended |
|
|
Year ended |
|
|
to |
|
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2010 |
|
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
$000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash received during the period for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
723 |
|
|
|
59 |
|
|
|
11 |
|
|
|
11,715 |
|
Taxes |
|
|
2,033 |
|
|
|
1,523 |
|
|
|
1,082 |
|
|
|
17,522 |
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
(78 |
) |
|
|
(155 |
) |
|
|
(1,914 |
) |
Schedule of non-cash transactions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid costs related to the issuance of
common stock |
|
|
|
|
|
|
|
|
|
|
80 |
|
|
|
80 |
|
Acquisitions of equipment purchased through
capital leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,470 |
|
Issuance of common shares in connection with
license agreements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
592 |
|
Issuance of Ordinary shares on conversion of
bridging loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,638 |
|
Issuance of Preferred Ordinary C shares on
conversion of secured convertible loan notes
and accrued interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,893 |
|
Issuance of Ordinary shares in lieu of
cash bonus |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
164 |
|
Issuance of other long term payable on ALIGN
acquisition |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,122 |
|
90
CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1 Organization of the Company
Cyclacel
Pharmaceuticals, Inc. (Cyclacel or the Company) is a development-stage
biopharmaceutical company dedicated to the development and commercialization of novel,
mechanism-targeted drugs to treat human cancers and other serious diseases. Cyclacels strategy is
to build a diversified biopharmaceutical business focused in hematology and oncology based on a
portfolio of commercial products and a development pipeline of novel drug candidates.
Cyclacels clinical development priorities are focused on sapacitabine in the following
indications:
|
|
|
Acute myeloid leukemia, or AML in the elderly; |
|
|
|
Myelodysplastic syndromes, or MDS; and |
|
|
|
Non-small cell lung cancer or NSCLC. |
On January 11, 2011, the Company opened enrollment of the SEAMLESS pivotal Phase 3 trial for
the Companys sapacitabine oral capsules as a front-line treatment of elderly patients aged 70
years or older with newly diagnosed AML who are not candidates for intensive induction chemotherapy
under a Special Protocol Assessment, or SPA, reached with the U.S. Food & Drug Administration, or
FDA.
The Company has additional clinical programs in development awaiting further clinical data.
These programs include research around compounds known as seliciclib and CYC116. Once data become
available and are reviewed, the Company will determine the feasibility of pursuing further
development and/or partnering these assets, including sapacitabine in combination with seliciclib,
seliciclib in NSCLC and nasopharyngeal cancer or NPC and CYC116. In addition, the Company markets
directly in the United States Xclair® Cream for radiation dermatitis and Numoisyn® Liquid and
Numoisyn® Lozenges for xerostomia.
As a development stage enterprise, substantially all efforts of the Company to date have been
devoted to performing research and development, conducting clinical trials, developing and
acquiring intellectual property, raising capital and recruiting and training personnel.
Basis of Presentation
The accompanying consolidated financial statements as of December 31, 2009 and 2010, and for
each of the three years in the period ended December 31, 2010, have been prepared in accordance
with accounting principles generally accepted in the United States, or GAAP. The consolidated
financial statements include the financial statements of Cyclacel Pharmaceuticals, Inc. and all of
the Companys wholly owned subsidiaries. All intercompany balances and transactions have been
eliminated.
2 Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets, liabilities and related
disclosures of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Cyclacel reviews its
estimates on an ongoing basis. The estimates are based on historical experience and on various
other assumptions that the Company believes to be reasonable under the circumstances. Actual
results may differ from these estimates. Cyclacel believes the judgments and estimates required by
the following accounting policies to be significant in the preparation of the Companys
consolidated financial statements.
91
Concentration of Credit Risk and Other Risks and Uncertainties
The Company has significant customer concentration and the loss of any major customer could
have a significant negative impact on the Companys revenue. During the years ended December 31,
2008, 2009 and 2010, approximately 85%, 86% and 87%, respectively, of the Companys product sales
in the United States were to three wholesalers: Cardinal Health, Inc., McKesson Corporation and
AmerisourceBergen. As of December 31, 2008, 2009 and 2010, these three wholesalers accounted for
83%, 98% and 99%, respectively, of the Companys trade accounts receivable (which are reported as a
component of Prepaid Expenses and Other Current Assets). The loss of any of these major
wholesalers or reduced demand for products by a major wholesaler could have a significant negative
impact on the Companys revenue. It is likely that the Company will continue to have significant
customer concentration in the future.
Drug candidates developed by the Company typically will require approvals or clearances from
the FDA or other international regulatory agencies prior to commercialize sales. There can be no
assurance that the Companys drug candidates will receive any of the required approvals or
clearances. If the Company was denied approval or clearance or such approval was delayed, it may
have a material adverse impact on the Company.
Foreign currency and currency translation
Transactions that are denominated in a foreign currency are remeasured into the functional
currency at the current exchange rate on the date of the transaction. Any foreign
currency-denominated monetary assets and liabilities are subsequently remeasured at current
exchange rates, with gains or losses recognized as foreign exchange (losses)/gains in the statement
of operations.
The assets and liabilities of the Companys international subsidiary are translated from its
functional currency into United States dollars at exchange rates prevailing at the balance sheet
date. Average rates of exchange during the period are used to translate the statement of
operations, while historical rates of exchange are used to translate any equity transactions.
Translation adjustments arising on consolidation due to differences between average rates and
balance sheet rates, as well as unrealized foreign exchange gains or losses arising from
translation of intercompany loans that are of a long-term-investment nature, are recorded in other
comprehensive income.
Segments
After considering its business activities and geographic reach, the Company has concluded that
it operates in just one operating segment being the discovery, development and commercialization of
novel, mechanism-targeted drugs to treat cancer and other serious disorders, with development
operations in two geographic areas, namely the United States and the United Kingdom.
Cash and Cash Equivalents
Cash equivalents are stated at cost, which is substantially the same as fair value. The
Company considers all highly liquid investments with an original maturity of three months or less
at the time of initial deposit to be cash equivalents. The objectives of the Companys cash
management policy are to safeguard and preserve funds, to maintain liquidity sufficient to meet
Cyclacels cash flow requirements and to attain a market rate of return.
Trade Accounts Receivable and Allowance for Doubtful Accounts
An allowance for doubtful accounts is provided, as necessary, on trade receivables based on
their respective aging categories and historical collection experience, taking into consideration
the type of payer, historical and projected collection outcomes, and current economic and business
conditions that could affect the collectability of the Companys receivables. The allowance for
doubtful accounts is reviewed, at a minimum, on a quarterly basis. Changes in the allowance for
doubtful accounts are recorded as an adjustment to bad debt expense within general and
administrative expenses. Material revisions to reserve estimates may result from adverse changes
in collection experience. The Company writes off accounts
against the allowance for doubtful accounts when reasonable collection efforts have been
unsuccessful and it is likely the receivable will not be recovered.
92
Inventory
Cyclacel values inventories at the lower of cost or market value. The Company determines cost
using the first-in, first-out method. As of December 31, 2009 and 2010, all inventories were
classified as finished goods. The Company analyzes its inventory levels at least quarterly to
identify any items that may expire prior to sale, inventory that has a cost basis in excess of net
realizable value, or inventory in excess of expected sales requirements. The determination of
whether or not inventory costs will be realizable requires estimates by the Companys management.
A critical input in this determination is future expected inventory requirements, based on sales
forecasts. The Company writes down the value of inventory to the extent that inventory is expected
to expire before being sold. If actual market conditions are less favorable than those projected
by management, additional inventory write-downs may be required in future periods.
During 2009, the Company wrote-down approximately $0.1 million of inventory, based upon
current inventory levels, expiration dates, and future sales. This amount was recorded within cost
of sales on the consolidated statement of operations. There were no such write-downs during the
year ended December 31, 2010. In the future, reduced demand, quality issues or excess supply may
result in write-downs, which would be recorded as adjustments to cost of sales.
Fair Value of Financial Instruments
Financial instruments consist of cash and cash equivalents, accounts receivable, accounts
payable and accrued liabilities. The carrying amounts of these financial instruments approximate
their respective fair values due to the nature of the accounts, notably their short maturities.
Property, Plant and Equipment
Property, plant and equipment is stated at cost and depreciated on a straight-line basis over
the estimated useful lives of the related assets, which are generally three to five years.
Amortization of leasehold improvements is computed using the straight-line method over the shorter
of the remaining lease term or the estimated useful life of the related assets, currently between
five and fifteen years. Upon sale or retirement of assets, the costs and related accumulated
depreciation and amortization are removed from the balance sheet and the resulting gain or loss on
sale is reflected as a component of operating income or loss. Expenditures for maintenance and
repairs are charged to operating expenses as incurred.
During 2009 and 2010, the Company sold fixed assets related to the closed Cambridge facility
totaling $0.1 million and approximately $28,000, respectively.
Impairment of Long-lived Assets
The Company reviews property, plant and equipment for impairment whenever events or changes in
business circumstances indicate that the carrying amount of the assets may not be fully
recoverable. The Company assesses the recoverability of the potentially affected long-lived assets
by determining whether the carrying value of such assets can be recovered through undiscounted
future operating cash flows.
Impairment, if any, is measured as the amount by which the carrying amount of a long-lived
asset (or asset group) exceeds its fair value.
Measurement of fair value is determined using the income-based valuation methodology. The
income based valuation approach measures the fair value of an asset (or asset group) by
calculating the present value of the future expected cash flows to be derived from that asset, from
the perspective of a market participant. Such cash flows are discounted using a rate of return
that incorporates the risk-free rate for the use of funds, the expected rate of inflation and risks
associated with using the asset. If the carrying amount of a long-lived asset exceeds its fair
value, an impairment loss is recognized.
93
Goodwill and intangible assets impairment
In September 2008, the Company recorded an impairment charge of approximately $2.7 million in
order to fully write down the goodwill acquired in the in the purchase of Xcyte Therapies, Inc.
(Xcyte) in accordance with Accounting Standards Codification (ASC) 350, Intangibles
Goodwill and Other (ASC 350). This impairment charge was identified through the annual
impairment review process and was triggered primarily by a decline in the Companys stock price
that reduced market capitalization below the book value of the net assets of the Companys single
reporting unit.
Also in September 2008, the Company recorded an impairment charge of $3.6 million related to
intangible assets acquired in the acquisition of the Companys ALIGN reporting unit in accordance
with ASC 360, Property, Plant and Equipment (ASC 360). This one-time non-cash charge was
triggered by the Companys downward revision of projected net cash flows from product sales,
required due to budgetary constraints experienced by health care providers and restrictions of the
cost reimbursement regime. As a result, the sum of the expected undiscounted cash flows was less
than the carrying amount of the asset group comprising the intangible assets on September 30, 2008.
In December 2008, the Company recorded an impairment charge of approximately $1.6 million in
order to fully write down the goodwill related to the acquisition of the Companys ALIGN reporting
unit in accordance with ASC 350. The Company considered the negative impact the existing economic
situation might have on sales growth expectations of the ALIGN products, resulting in a downward
revision of projected net cash flows from product sales. These factors caused the discounted cash
flows for the reporting unit to be less than its carrying value on December 31, 2008.
These impairment charges are recorded in Goodwill and intangibles impairment in the
Companys Consolidated Statements of Operations.
Revenue Recognition
Product sales
The Company recognizes revenue from product sales when persuasive evidence of an arrangement
exists; delivery has occurred or services have been rendered; the selling price is fixed or
determinable; and collectability is reasonably assured.
The Company offers a general right of return on these product sales, and has considered the
guidance in ASC 605-15, Revenue Recognition -Products (ASC 605-15) and ASC 605 10 Revenue
Recognition Overall (ASC 605-10). Under these guidelines, the Company accounts for all product
sales using the sell-through method. Under the sell-through method, revenue is not recognized
upon shipment of product to distributors. Instead, the Company records deferred revenue at gross
invoice sales price and deferred cost of sales at the cost at which those goods were held in
inventory. The Company recognizes revenue when such inventory is sold through to pharmacies. To
estimate product sold through to pharmacies, the Company relies on third-party information,
including information obtained from significant distributors with respect to their inventory levels
and sell-through to pharmacies. During 2010, the Company recorded $0.2 million of product returns
due to a higher than anticipated amount of returns related to expiring product. Since the first
quarter of 2010, the Companys supplier increased the product shelf-life to three years on one of
the Companys products to assist in the management of the product supply chain.
Collaboration, research and development, and grant revenue
Certain of the Companys revenues are earned from collaborative agreements. The Company
recognizes revenue when persuasive evidence of an arrangement exists; delivery has occurred or
services have been rendered; the fee is fixed or determinable; and collectability is reasonably
assured. Determination of whether these criteria have been met is based on managements judgments
regarding the nature of the research performed, the substance of the milestones met relative to
those the Company must still perform, and the collectability of any related fees. Should changes in
conditions cause management to determine
these criteria are not met for certain future transactions, revenue recognized for any
reporting period could be adversely affected.
94
Research and development revenues, which are earned under agreements with third parties for
contract research and development activities, are recorded as the related services are performed.
Milestone payments are non-refundable and recognized as revenue when earned, as evidenced by
achievement of the specified milestones and the absence of ongoing performance obligations. Any
amounts received in advance of performance are recorded as deferred revenue. None of the revenues
recognized to date are refundable if the relevant research effort is not successful.
Grant revenues from government agencies and private research foundations are recognized as the
related qualified research and development costs are incurred, up to the limit of the prior
approval funding amounts. Grant revenues are not refundable.
Clinical Trial Accounting
Data management and monitoring of all of the Companys clinical trials are performed by
contract research organizations (CROs) or clinical
research associates (CRAs) in accordance
with the Companys standard operating procedures. Typically, CROs and some CRAs bill monthly for
services performed, and others bill based upon milestones achieved. For outstanding amounts, the
Company accrues unbilled clinical trial expenses based on estimates of the level of services
performed each period. Costs of setting up clinical trial sites for participation in the trials are
expensed immediately as research and development expenses. Clinical trial site costs related to
patient enrollment are accrued as patients are entered into the trial and any initial payment made
to the clinical trial site is recognized upon execution of the clinical trial agreements and
expensed as research and development expenses.
Research and Development Expenditures
Research and development expenses consist primarily of costs associated with the Companys
product candidates, upfront fees, milestones, compensation and other expenses for research and
development personnel, supplies and development materials, costs for consultants and related
contract research, facility costs, amortization of purchased technology and depreciation.
Expenditures relating to research and development are expensed as incurred.
Patent Costs
Patent prosecution costs are charged to operations as incurred as recoverability of such
expenditure is uncertain.
Leased Assets
The costs of operating leases are charged to operations on a straight-line basis over the
lease term.
The Company treats a lease as a capital lease when the Company enters into a lease which
entails taking substantially all the risks and rewards of ownership of an asset,. The asset is
recorded in the balance sheet and is depreciated in accordance with the aforementioned depreciation
policies. The capital elements of future lease payments are recorded as liabilities and the
interest is charged to operations over the period of the lease.
Income Taxes
The Company accounts for income taxes under the liability method. Under this method, deferred
tax assets and liabilities are determined based on the difference between the financial statement
and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the
differences are expected to affect taxable income. Valuation allowances are established when
necessary to reduce deferred tax assets to the amounts expected to be realized.
The Company adopted the guidance related to accounting for uncertainty in income taxes,
primarily codified in ASC 740 Income taxes (ASC 740). ASC 740 specifies the accounting for
uncertainty in
income taxes recognized in a companys financial statements by prescribing a minimum
probability threshold a tax position is required to meet before being recognized in the financial
statements.
95
Credit is taken in the accounting period for research and development tax credits, which will
be claimed from H. M. Revenue & Customs, the United Kingdoms taxation and customs authority, in
respect of qualifying research and development costs incurred in the same accounting period.
Net Loss Per Common Share
The Company calculates net loss per common share in accordance with ASC 260 Earnings Per
Share (ASC 260). Basic and diluted net loss per common share was determined by dividing net loss
applicable to common stockholders by the weighted average number of common shares outstanding
during the period. The Companys potentially dilutive shares, which include outstanding common
stock options, restricted stock, restricted stock units, convertible preferred stock and common
stock warrants, have not been included in the computation of diluted net loss per share for all
periods as the result would be anti-dilutive.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
|
Year ended |
|
|
Year ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
Stock options |
|
|
3,674,899 |
|
|
|
3,349,876 |
|
|
|
3,489,932 |
|
Restricted Stock and Restricted Stock Units |
|
|
141,700 |
|
|
|
91,145 |
|
|
|
59,885 |
|
Convertible preferred stock |
|
|
870,980 |
|
|
|
870,980 |
|
|
|
516,228 |
|
Common stock issuable to Kingsbridge |
|
|
|
|
|
|
328,602 |
|
|
|
|
|
Options issued in connection with the
October 2010 financing |
|
|
|
|
|
|
|
|
|
|
6,242,398 |
|
Common stock warrants |
|
|
3,809,272 |
|
|
|
7,044,363 |
|
|
|
10,005,192 |
|
|
|
|
|
|
|
|
|
|
|
Total shares excluded from calculation |
|
|
8,496,851 |
|
|
|
11,684,966 |
|
|
|
20,313,635 |
|
|
|
|
|
|
|
|
|
|
|
Derivative Instruments
The accounting for derivatives requires significant judgments and estimates in determining the
fair value in the absence of quoted market values. These estimates are based on valuation
methodologies and assumptions deemed appropriate in the circumstances. The use of different
assumptions may have a material effect on the estimated fair value amount and the Companys results
of operations.
Inputs used to determine fair value of financial and non-financial assets and liabilities are
categorized using a fair value hierarchy that prioritizes observable and unobservable inputs into
three broad levels, from Level 1, which is the most reliable, to Level 3, which is the least
reliable (see Note 6 Fair Value). Management reviews the categorization of fair value inputs
on a periodic basis and may determine that it is necessary to transfer an input from one level of
the fair value hierarchy to another based on changes in events or circumstances, such as a change
in the observability of an input. Any such transfer will be recognized at the end of the reporting
period.
96
Stock-based Compensation
The Company grants stock options, restricted stock units and restricted stock to officers,
employees and directors under the Amended and Restated Equity Incentive Plan (2006 Plan), which
was approved on March 16, 2006 and subsequently amended and restated on April 14, 2008. The
Company also has outstanding options under various stock-based compensation plans for employees and
directors. These plans are described more fully in Note 12 Stock-Based Compensation Arrangements. The
Company accounts for these plans under ASC 718 Compensation Stock Compensation (ASC 718).
ASC 718 requires measurement of compensation cost for all stock-based awards at fair value on
date of grant and recognition of compensation over the requisite service period for awards expected
to vest. The fair value of restricted stock and restricted stock units is determined based on the
number of shares granted and the quoted price of the Companys common stock on the date of grant.
The determination of grant-date fair value for stock option awards is estimated using the
Black-Scholes model, which includes variables such as the expected volatility of our share price,
the anticipated exercise behavior of our employees, interest rates, and dividend yields. These
variables are projected based on our historical data, experience, and other factors. Changes in any
of these variables could result in material adjustments to the expense recognized for share-based
payments. Such value is recognized as expense over the requisite service period, net of estimated
forfeitures, using the straight-line attribution method. The estimation of stock awards that will
ultimately vest requires judgment, and to the extent actual results or updated estimates differ
from current estimates, such amounts are recorded as a cumulative adjustment in the period
estimates are revised. The Company considers many factors when estimating expected forfeitures,
including type of awards granted, employee class, and historical experience. Actual results and
future estimates may differ substantially from current estimates.
Comprehensive Income (Loss)
In accordance with ASC 220, Comprehensive Income (ASC 220) all components of comprehensive
income (loss), including net income (loss), are reported in the financial statements in the period
in which they are recognized. Comprehensive income (loss) is defined as the change in equity during
a period from transactions and other events and circumstances from non owner sources. Net income
(loss) and other comprehensive income (loss), including foreign currency translation adjustments,
are reported, net of any related tax effect, to arrive at comprehensive income (loss). No taxes
were recorded on items of other comprehensive income.
Recent Accounting Pronouncements
In April 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-17 Revenue
Recognition-Milestone Method (Topic 605): Milestone Method of Revenue Recognition, a consensus of
the FASB Emerging Issues Task Force (ASU 2010-17). The amendments in ASU No. 2010-17 deal with
research and development contracts that are tied to completing a phase of a study or achieving a
specific result in a research project. The objective of ASU 2010-17 is to provide guidance on
defining a milestone and determining when it may be appropriate to apply the milestone method of
revenue recognition for research or development transactions. Prior to issuance of ASU No. 2010-17,
authoritative guidance on the use of the milestone method did not exist. An entitys decision to
use the milestone method of revenue recognition over other proportional revenue recognition methods
is a policy decision made by the entity. Use of the milestone method will require certain
disclosures. The guidance provided by ASU No. 2010-17 is effective on a prospective basis for
milestones achieved in fiscal years, and interim periods within those years, beginning on or after
June 15, 2010. Early adoption is permitted, with certain restrictions. The adoption of this new ASU
did not have a material impact on the Companys consolidated financial statements.
97
In January 2010, the FASB issued an amendment to the accounting standards related to the
disclosures about an entitys use of fair value measurements. Among these amendments, entities will
be required to provide enhanced disclosures about transfers into and out of the Level 1 (fair value
determined based on quoted prices in active markets for identical assets and liabilities) and Level
2 (fair value determined based on significant other observable inputs) classifications, provide
separate disclosures about purchases, sales, issuances and settlements relating to the tabular
reconciliation of beginning and ending balances of the Level 3 (fair value determined based on
significant unobservable inputs) classification and provide greater disaggregation for each class
of assets and liabilities that use fair value measurements. Except for the detailed Level 3
roll-forward disclosures, the new standard is effective for the Company for interim and
annual reporting periods beginning after December 31, 2009. The adoption of this accounting
standards amendment did not have a material impact on the Companys consolidated financial
statements. The requirement to provide detailed disclosures about the purchases, sales, issuances
and settlements in the roll-forward activity for Level 3 fair value measurements is effective for
the Company for interim and annual reporting periods beginning after December 31, 2010. The
adoption of this standard did not have a material impact on the Companys consolidated financial
statements.
In February 2010, the FASB issued an amendment to the accounting standards related to the
accounting for, and disclosure of, subsequent events in an entitys consolidated financial
statements. This standard amends the authoritative guidance for subsequent events that was
previously issued and among other things exempts Securities and Exchange Commission registrants
from the requirement to disclose the date through which it has evaluated subsequent events for
either original or restated financial statements. This standard does not apply to subsequent events
or transactions that are within the scope of other applicable GAAP that provides different guidance
on the accounting treatment for subsequent events or transactions. The adoption of this standard
did not have a material impact on the Companys consolidated financial statements.
3 Restatement of Previously Issued Financial Statements
The Company has restated its consolidated balance sheet as of December 31, 2009 and its
statement of stockholders equity for the year ended December 31, 2009. The Company has also
restated its unaudited consolidated balance sheets for each of the first three quarters in 2009 and
2010 in Note 17 Selected Quarterly Financial Data.
Background on the Restatement
The restated financial statements correct the following error:
Accounting for Preferred Stock Dividends
During March 2011, the Company became aware of an error with respect to the historical
accounting for undeclared dividends associated with the Companys outstanding preferred stock. The
Companys management determined that undeclared cumulative preferred stock dividends need only be
disclosed in the financial statements or in the notes thereto, and not accrued and included as a
current liability in the Companys consolidated balance sheets, as the Company had recorded in
prior periods. The effect of correcting the error has been recorded in the applicable restated
periods.
98
The effect of correcting the error is reflected on the restated Consolidated
Balance Sheet as of December 31, 2009 as presented below:
CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
At December 31, 2009
(In $000s, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Previously |
|
|
|
|
|
|
|
|
|
Reported on |
|
|
|
|
|
|
|
|
|
Form 10-K/A |
|
|
Adjustments |
|
|
As Restated |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
11,493 |
|
|
$ |
|
|
|
$ |
11,493 |
|
Inventory |
|
|
145 |
|
|
|
|
|
|
|
145 |
|
Prepaid expenses and other current assets |
|
|
1,731 |
|
|
|
|
|
|
|
1,731 |
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
13,369 |
|
|
|
|
|
|
|
13,369 |
|
Property, plant and equipment (net) |
|
|
901 |
|
|
|
|
|
|
|
901 |
|
Deposits and other assets |
|
|
196 |
|
|
|
|
|
|
|
196 |
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
14,466 |
|
|
$ |
|
|
|
$ |
14,466 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
1,709 |
|
|
$ |
|
|
|
$ |
1,709 |
|
Accrued and other current liabilities |
|
|
6,709 |
|
|
|
(1,228 |
) |
|
|
5,481 |
|
Warrants liability |
|
|
342 |
|
|
|
|
|
|
|
342 |
|
Current portion of other accrued restructuring charges |
|
|
1,062 |
|
|
|
|
|
|
|
1,062 |
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
9,822 |
|
|
|
(1,228 |
) |
|
|
8,594 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
9,822 |
|
|
|
(1,228 |
) |
|
|
8,594 |
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value; 5,000,000 shares
authorized and 2,046,813 shares issued and
outstanding. Aggregate preference in liquidation
of $21,696,218 |
|
|
2 |
|
|
|
|
|
|
|
2 |
|
Common stock, $0.001 par value; 100,000,000 shares
authorized and 25,743,363 shares issued and
outstanding |
|
|
26 |
|
|
|
|
|
|
|
26 |
|
Additional paid-in capital |
|
|
226,881 |
|
|
|
1,228 |
|
|
|
228,109 |
|
Accumulated other comprehensive income |
|
|
20 |
|
|
|
|
|
|
|
20 |
|
Deficit accumulated during the development stage |
|
|
(222,285 |
) |
|
|
|
|
|
|
(222,285 |
) |
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
4,644 |
|
|
|
1,228 |
|
|
|
5,872 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
14,466 |
|
|
$ |
|
|
|
$ |
14,466 |
|
|
|
|
|
|
|
|
|
|
|
99
4 Significant Contracts
Distribution, Licensing and Research Agreements
The Company has entered into licensing agreements with academic and research organizations.
Under the terms of these agreements, the Company has received licenses to technology and patent
applications. The Company is required to pay royalties on future sales of product employing the
technology or falling under claims of patent applications.
Pursuant to the Daiichi-Sankyo license under which the Company licenses certain patent rights
for sapacitabine, its lead drug candidate, the Company is under an obligation to use reasonable
endeavors to develop a product and obtain regulatory approval to sell a product and has agreed to
pay Daiichi-Sankyo an up-front fee, reimbursement for Daiichi-Sankyos enumerated expenses,
milestone payments and royalties on a country-by-country basis. Under this agreement, aggregate
milestone payments totaling $11.7 million could be payable subject to achievement of all the
specific contractual milestones and the Companys decision to continue with these projects. The
up-front fee and certain past reimbursements have been paid. Royalties are payable in each country
for the term of patent protection in the country or for ten years following the first commercial
sale of licensed products in the country, whichever is later. Royalties are payable on net sales.
Net sales are defined as the gross amount invoiced by the Company or its affiliates or licensees,
less discounts, credits, taxes, shipping and bad debt losses. The agreement extends from its
commencement date to the date on which no further amounts are owed under it. If the Comapny wishes
to appoint a third party to develop or commercialize a sapacitabine-based product in Japan, within
certain limitations, Daiichi-Sankyo must be notified and given a right of first refusal to develop
and/or commercialize in Japan. In general, the license may be terminated by the Company for
technical, scientific, efficacy, safety, or commercial reasons on six months notice, or twelve
months, if after a launch of a sapacitabine-based product, or by either party for material default.
In addition, pursuant to the Daiichi-Sankyo license, the Company is required to use commercially
reasonable efforts to commercialize products based on the licensed rights and to use reasonable
efforts to obtain regulatory approval to sell the products in at least one country by September
2011, unless we are prevented from doing so by virtue of an exceptional cause, which generally
constitutes a scientific or other technical cause outside of the Companys control or arising from
the activities of third parties, difficulties outside of the Companys reasonable control in
patient recruitment into trials or any significant, unexpected change in the regulatory
requirements in a country affecting the development of our drug candidate. If regulatory approval
is not obtained by September 2011, and there has been no exceptional cause responsible for the
delay, the agreement provides that Daiichi-Sankyo may terminate the license. On termination, if
Daiichi-Sankyo wishes to acquire an exclusive license to sapacitabine intellectual property
developed by us during the term of the license, Daiichi-Sankyo may notify the Company and the
parties will meet to negotiate commercial terms in good faith. If agreement cannot be reached, the
terms of the exclusive license are to be determined by an expert.
In connection with the asset acquisition of ALIGN on October 5, 2007, the Company acquired
distribution rights for the exclusive rights to sell and distribute three products in the United
States. Each of the agreements covering the three products expires in June 2015, after which the
Company has no rights to distribute these products. The Company, as part of securing long term
supply arrangements, had commitments to make payments totaling approximately $1.3 million, $0.6
million of which was paid in 2009 and the remainder of $0.7 million was paid in 2010. Also, the
Company has a minimum purchase obligation equivalent to the value of product purchased in the
previous year. For the year ended December 31, 2011 this equates to $0.1 million.
100
5 Cash and Cash Equivalents
The following is a summary of cash and cash equivalents at December 31, 2009 and 2010:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2010 |
|
|
|
$000 |
|
|
$000 |
|
Cash |
|
|
2,996 |
|
|
|
429 |
|
Deposits with original maturity of less than three months |
|
|
8,497 |
|
|
|
29,066 |
|
|
|
|
|
|
|
|
Total cash and cash equivalents |
|
|
11,493 |
|
|
|
29,495 |
|
|
|
|
|
|
|
|
6 Fair Value
Fair value measurements
The Company adopted ASC 820 Fair Value Measurements and Disclosures (ASC 820) for its
financial assets and liabilities on January 1, 2008, and for non-financial assets and non-financial
liabilities that are not recognized or disclosed at fair value in the financial statements on a
recurring basis on January 1, 2009. The Companys adoption of ASC 820 did not materially affect
the Companys financial position, results of operations or liquidity. As defined in ASC 820, fair
value is based on the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. In order to increase
consistency and comparability in fair value measurements, ASC 820 establishes a fair value
hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three
broad levels, which are described below:
|
|
|
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the
measurement date for assets or liabilities. The fair value hierarchy gives the highest
priority to Level 1 inputs. |
|
|
|
Level 2: Inputs other than quoted prices within Level 1 that are observable for the
asset or liability, either directly or indirectly. |
|
|
|
Level 3: Unobservable inputs that are used when little or no market data is available.
The fair value hierarchy gives the lowest priority to Level 3 inputs. |
In determining fair value, the Company utilizes valuation techniques that maximize the use of
observable inputs and minimize the use of unobservable inputs to the extent possible as well as
considering counterparty credit risk in its measurement of fair value.
The fair value of the Companys warrants liability was determined using the following inputs
as of December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements |
|
|
|
Using Fair Value Hierarchy |
|
|
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
|
|
$000 |
|
$000 |
|
$000 |
|
Warrants liability
|
|
|
|
|
|
|
680 |
|
101
Warrants Liability
The Company issued warrants to purchase shares of common stock under the registered direct
financing completed in February 2007. These warrants are being accounted for as a liability in
accordance
with ASC 815 Derivatives and Hedging (ASC 815). At the date of the transaction, the fair
value of the warrants of $6.8 million was determined utilizing the Black-Scholes option pricing
model utilizing the following assumptions: risk free interest rate 4.68%, expected volatility
85%, expected dividend yield 0%, and a remaining contractual life of 7 years. The value of the
warrant is being marked to market each reporting period as a derivative gain or loss on the
consolidated statement of operations until exercised or expiration. The fair value of the warrants
was approximately $0.3 and $0.7 million. The Company used the Black-Scholes option-pricing model
with the following assumptions to value the warrants:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2010 |
|
Exercise price |
|
$ |
8.44 |
|
|
$ |
8.44 |
|
Expected term |
|
4.13 Yrs |
|
|
3.13 Yrs |
|
Risk free interest rate |
|
|
2.13 |
% |
|
|
1.02 |
% |
Expected volatility |
|
|
96 |
% |
|
|
121 |
% |
Expected dividend yield over expected term |
|
|
|
|
|
|
|
|
During 2010, the Company recognized the change in the value of warrants of approximately
$0.3 million as a loss on the consolidated statement of operations. During 2009 and 2008, the
Company recognized the change in the value of warrants as a loss of approximately $0.3 million and
a gain of approximately $3.5 million, respectively, on the consolidated statement of operations.
The following table reconciles the beginning and ending balance of Level 3 inputs for the
year ended December 31, 2010:
|
|
|
|
|
|
|
Level 3 |
|
|
|
$000 |
|
Balance as of December 31, 2009 |
|
|
342 |
|
Change in valuation of warrants liability |
|
|
338 |
|
|
|
|
|
Balance as of December 31, 2010 |
|
|
680 |
|
|
|
|
|
The Company has reassessed the categorization of its warrants liability within the fair
value hierarchy of ASC 820 as of December 31, 2010 from Level 2 to Level 3 due to managements
determination that a significant input, while based on observable data, was unobservable due to the
subjectivity of the assumptions used in determining that input.
7 Prepaid Expenses and Other Current Assets
The following is a summary of prepaid expenses and other current assets at December 31, 2009
and 2010:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2009 |
|
|
2010 |
|
|
|
$000 |
|
|
$000 |
|
Research and development tax credit receivable |
|
|
1,096 |
|
|
|
660 |
|
Prepayments |
|
|
456 |
|
|
|
317 |
|
Other current assets |
|
|
179 |
|
|
|
405 |
|
|
|
|
|
|
|
|
|
|
|
1,731 |
|
|
|
1,382 |
|
|
|
|
|
|
|
|
102
8 Property, Plant and Equipment
Property, plant and equipment consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Useful lives in years from |
|
|
December 31, |
|
|
|
date of acquisition |
|
|
2009 |
|
|
2010 |
|
|
|
|
|
|
$000 |
|
|
$000 |
|
Leasehold improvements |
|
|
5 to 15 yrs |
|
|
|
860 |
|
|
|
844 |
|
Research and laboratory equipment |
|
|
3 to 5 yrs |
|
|
|
7,673 |
|
|
|
6,281 |
|
Office equipment and furniture |
|
|
3 to 5 yrs |
|
|
|
1,280 |
|
|
|
1,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,813 |
|
|
|
8,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: accumulated depreciation
and amortization |
|
|
|
|
|
|
(8,912 |
) |
|
|
(7,984 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
901 |
|
|
|
408 |