1 EXHIBIT 10.2 XCYTE THERAPIES, INC. SERIES D PREFERRED STOCK PURCHASE AGREEMENTPurchase Agreement • December 22nd, 2000 • Xcyte Therapies Inc • Washington
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 24th, 2020 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement") is dated as of April 21, 2020, 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
AGREEMENTAgreement • December 22nd, 2000 • Xcyte Therapies Inc • England
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...Xcyte Therapies Inc • December 22nd, 2000 • California
CYCLACEL PHARMACEUTICALS, INC. (a Delaware corporation) 6,666,667 Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 2013 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT cYCLACEL PHARMACEUTICALS, INC.Cyclacel Pharmaceuticals, Inc. • April 19th, 2024 • 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
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...Cyclacel Pharmaceuticals, Inc. • April 28th, 2006 • Pharmaceutical preparations • Delaware
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
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 19th, 2024 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ______, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 4th, 2015 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 3, 2015, 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”).
At Market Issuance Sales AgreementCyclacel Pharmaceuticals, Inc. • June 23rd, 2016 • Pharmaceutical preparations • New York
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.Cyclacel Pharmaceuticals, Inc. • December 26th, 2023 • 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 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).
RECITALSInvestor Rights Agreement • December 22nd, 2000 • Xcyte Therapies Inc • Washington
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”).
COMMON STOCK PURCHASE WARRANT cyclacel pharmaceuticals, inc.Cyclacel Pharmaceuticals, Inc. • July 17th, 2017 • 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’
2,164,000 SHARES of Common Stock, 8,872 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO 4,436,000 SHARES OF COMMON STOCK) AND 6,600,000 Warrants (exercisable for 6,600,000 shares of common stock) of CYCLACEL PHARMACEUTICALS, INC.Underwriting Agreement • July 21st, 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.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 19th, 2024 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT OF XCYTE THERAPIES, INC.Xcyte Therapies Inc • December 22nd, 2000
RECITALSIndemnification Agreement • December 22nd, 2000 • Xcyte Therapies Inc • Delaware
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.
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.
1 EXHIBIT 10.3 XCYTE THERAPIES, INC. ADDENDUM TO SERIES D PREFERRED STOCK PURCHASE AGREEMENT AND OMNIBUS AMENDMENT TO SERIES D FINANCING AGREEMENTS This Addendum to Series D Preferred Stock Purchase Agreement and Omnibus Amendment to Series D...Xcyte Therapies Inc • December 22nd, 2000
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Cyclacel Pharmaceuticals, Inc.Cyclacel Pharmaceuticals, Inc. • May 2nd, 2024 • 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).
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”).
RECITALSLicense and Supply Agreement • December 22nd, 2000 • Xcyte Therapies Inc • Washington
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”).
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”).
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.
UNDERWRITING AGREEMENTCyclacel Pharmaceuticals, Inc. • March 15th, 2021 • 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.
2,350,000 Units CYCLACEL PHARMACEUTICALS, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • January 21st, 2010 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 2007 • Cyclacel Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 10, 2007, is by and between CYCLACEL PHARMACEUTICALS, INC. (the “Company”) and KINGSBRIDGE CAPITAL LIMITED (the “Investor”).
XCYTE THERAPIES, INC. 1,500,000 Shares [ %] Convertible Exchangeable Preferred Stock ($0.001 par value per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • October 21st, 2004 • Xcyte Therapies Inc • Pharmaceutical preparations • New York
Such counsel is of the opinion that the sections of the Registration Statement and the Prospectus captioned “Risk Factors—Risks Related To Our Business—Our ability to initiate a pivotal trial in patients with CLL on our proposed protocol and timeline is uncertain and highly dependent on the FDA,” “Risk Factors—Risks Related To Our Business —We may fail to obtain or may experience delays in obtaining regulatory approval to market Xcellerated T Cells, which will significantly harm our business,” “Risk Factors—Risks Related To Our Business —Even if we obtain regulatory approvals for Xcellerated T Cells, those approvals and ongoing regulation of our products may limit how we manufacture and market our products, which could prevent us from realizing the full benefit of our efforts,” “Risk Factors—Risks Related To Our Business —If we or any of our third party manufacturers do not maintain high standards of manufacturing, our ability to develop and commercialize Xcellerated T Cells could be d
