1 EXHIBIT 10.2 XCYTE THERAPIES, INC. SERIES D PREFERRED STOCK PURCHASE AGREEMENTPurchase Agreement • December 22nd, 2000 • Xcyte Therapies Inc • Washington
COMMON STOCK PURCHASE WARRANT cyclacel pharmaceuticals, inc.Common Stock Purchase Warrant • July 17th, 2017 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 2nd, 2024 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 30, 2024, between Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
BACKGROUNDSecurities Purchase Agreement • April 28th, 2006 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2024 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 30, 2024, by and between Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
AGREEMENTServices Agreement • December 22nd, 2000 • Xcyte Therapies Inc • England
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Cyclacel Pharmaceuticals, Inc.Security Agreement • May 2nd, 2024 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
1 EXHIBIT 10.9 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT...Warrant Agreement • December 22nd, 2000 • Xcyte Therapies Inc • California
CYCLACEL PHARMACEUTICALS, INC. (a Delaware corporation) 6,666,667 Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 2013 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
LEASE BETWEENLease Agreement • December 22nd, 2000 • Xcyte Therapies Inc • Washington
FORM OF WARRANT TO PURCHASE COMMON STOCK cyclacel pharmaceuticals, inc.Warrant Agreement • April 24th, 2020 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant") certifies that, for value received, _____________ or its assigns (the “Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on _____1 (the “Termination Date") but not thereafter, to subscribe for and purchase from Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company"), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is one of the Warrants to Purchase Common Stock (the “Warrants") issued pursuant to (i) that certain Placement Agency Agreement, dated as of [ ], 2020 by and between the Company and Roth Capital Partners, LLC (the “Placement Agen
CYCLACEL PHARMACEUTICALS, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • August 12th, 2021 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT cYCLACEL PHARMACEUTICALS, INC.Pre-Funded Common Stock Purchase Warrant • April 19th, 2024 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right
RECITALSInvestor Rights Agreement • December 22nd, 2000 • Xcyte Therapies Inc • Washington
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO...Warrant Agreement • April 28th, 2006 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Exhibit 99.4 CONFIDENTIAL April 17, 2006 Cyclacel Pharmaceuticals, Inc. 150 JFK Parkway, Suite 100 Short Hills, NJ 07078 Gentlemen: This letter agreement ("Agreement") will confirm our understanding that Cowen & Co., LLC ("Cowen") has been engaged to...Placement Agent Agreement • April 28th, 2006 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
EXHIBIT 10.22 LICENSE AGREEMENT THIS LICENSE AGREEMENT (together with the attached Exhibits, the ("Agreement") is made as of July 8 (the "Effective Date") by and between Genetics Institute, Inc., a Delaware corporation with a business address at 87...License Agreement • December 22nd, 2000 • Xcyte Therapies Inc
Cyclacel Pharmaceuticals, Inc. and EQUINITI TRUST COMPANY, LLC as Warrant Agent Warrant Agency Agreement Dated as of _______, 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 19th, 2024 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of _______, 2024 (“Agreement”), between Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2021 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, Cyclacel Pharmaceuticals, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Cyclacel Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Oppenheimer & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 19th, 2024 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • June 23rd, 2016 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Cyclacel Pharmaceuticals, Inc.Security Agreement • November 15th, 2024 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (as defined herein) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five and one-half (5.5) year anniversary of the Stockholder Approval Date, provided that, if such date is not a Trading Day (as defined herein), the immediately following Trading Day (such Trading Day, the “Termination Date”) but not thereafter, to subscribe for and purchase from Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (as defined herein). The purchase price of one share of Common Stock under this Warrant shall be equ
RENT ADJUSTMENT PERCENTAGE: 3.0% TENANT'S SHARE OF NET OPERATING EXPENSES: 8.61%Lease Agreement • December 22nd, 2000 • Xcyte Therapies Inc
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2010 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this • day of October, 2010 by and among Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
RECITALSIndemnification Agreement • December 22nd, 2000 • Xcyte Therapies Inc • Delaware
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 14th, 2013 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of November 14, 2013 by and between CYCLACEL PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
SHARES of Common Stock, _______ SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO ____ SHARES OF COMMON STOCK) AND __________ Warrants (exercisable for ____ shares of common stock) of CYCLACEL PHARMACEUTICALS, INC.Underwriting Agreement • July 17th, 2017 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, Cyclacel Pharmaceuticals, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Cyclacel Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2012 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2012, by and between CYCLACEL PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 29th, 2023 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (the “Agreement”) is made as of [Date], by and between Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [Name] (the “Indemnitee”).
RECITALSLicense and Supply Agreement • December 22nd, 2000 • Xcyte Therapies Inc • Washington
2,350,000 Units CYCLACEL PHARMACEUTICALS, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • January 21st, 2010 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
PURCHASE AGREEMENTPurchase Agreement • October 5th, 2010 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 4th day of October, 2010 by and among Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
COMMON STOCK PURCHASE WARRANT CYCLACEL PHARMACEUTICALS, INC.Common Stock Agreement • December 26th, 2023 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or December 26, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 26, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AGREEMENTAgreement for Services • December 22nd, 2000 • Xcyte Therapies Inc • England
FORM OF PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK cyclacel pharmaceuticals, inc.Pre-Funded Warrant Agreement • April 24th, 2020 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant") certifies that, for value received, _____________ or its assigns (the “Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) until this Warrant is exercised in full (the “Termination Date") but not thereafter, to subscribe for and purchase from Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company"), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is one of the Pre-Funded Warrants to Purchase Common Stock (the “Warrants") issued pursuant to (i) that certain Placement Agency Agreement, dated as of [ ], 2020 by and between the Company
