10. Stockholders’ Equity

Preferred Stock

As of December 31, 2016, there were 335,273 shares of the Company’s 6% Convertible Exchangeable (“Preferred Stock”) issued and outstanding at an issue price of $10.00 per share. Dividends on the Preferred Stock are cumulative from the date of original issuance at the annual rate of 6% of the liquidation preference of the Preferred Stock, payable quarterly on the first day of February, May, August and November, commencing February 1, 2005. Any dividends must be declared by the Company’s Board of Directors and must come from funds that are legally available for dividend payments. The Preferred Stock has a liquidation preference of $10.00 per share, plus accrued and unpaid dividends.

The Company’s Board of Directors considers numerous factors in determining whether to declare the quarterly dividend pursuant to the Certificate of Designations governing the terms of the Company’s Preferred Stock, including the requisite financial analysis and determination of a surplus. Accrued and unpaid dividends in arrears on preferred stock were $0.7 million, or $1.95 per share, of preferred stock, as of December 31, 2015 and 2016.

The Preferred Stock is convertible at the option of the holder at any time into the Company’s shares of common stock at a conversion rate of approximately 0.00507 shares of common stock for each share of Preferred Stock based on a price of $1,974. The Company has reserved 1,698 shares of common stock for issuance upon conversion of the remaining shares of Preferred Stock outstanding at December 31, 2016. The shares of previously-converted Preferred Stock have been retired, cancelled and restored to the status of authorized but unissued shares of preferred stock, subject to reissuance by the Board of Directors as shares of Preferred Stock of one or more series.

The Company may automatically convert the Preferred Stock into common stock if the closing price of the Company’s common stock has exceeded $2,961, which is 150% of the conversion price of the Preferred Stock, for at least 20 trading days during any 30-day trading period, ending within five trading days prior to notice of automatic conversion.

The Certificate of Designations governing the Preferred Stock provides that if the Company fails to pay dividends on its Preferred Stock for six quarterly periods, holders of Preferred Stock are entitled to nominate and elect two directors to the Company’s Board of Directors. This right accrued to the holders of Preferred Stock as of August 2, 2010 and two directors were nominated and elected at the annual meeting held on May 24, 2011.

The Preferred Stock has no maturity date and no voting rights prior to conversion into common stock, except under limited circumstances.

The Company may, at its option, redeem the Preferred Stock in whole or in part, out of funds legally available at the redemption price of $10.00 per share.

The Preferred Stock is exchangeable, in whole but not in part, at the option of the Company on any dividend payment date beginning on November 1, 2005 (the “Exchange Date”) for the Company’s 6% Convertible Subordinated Debentures (“Debentures”) at the rate of $10.00 principal amount of Debentures for each share of Preferred Stock. The Debentures, if issued, will mature 25 years after the Exchange Date and have terms substantially similar to those of the Preferred Stock. No such exchanges have taken place as of December 31, 2016.

For the year ended December 31, 2015, the company declared dividends of $0.15 per share quarterly on its Preferred Stock. These dividends were paid on May 1, August 1 and November 2, 2015, and February 1, 2016, respectively.

On March 29, 2016, the Board of Directors of the Company declared a quarterly cash dividend in the amount of $0.15 per share on the Company’s Preferred Stock. The cash dividend was paid on May 2, 2016 to the holders of record of the Preferred Stock as of the close of business on April 18, 2016.

On May 26, 2016, the Board of Directors of the Company declared a quarterly cash dividend in the amount of $0.15 per share on the Company’s Preferred Stock. The cash dividend was paid on August 1, 2016 to the holders of record of the Preferred Stock as of the close of business on July 17, 2016.

On September 6, 2016, the Board of Directors declared a quarterly cash dividend in the amount of $0.15 per share on the Company’s Preferred Stock. The cash dividend was paid on November 1, 2016 to the holders of record of the Preferred Stock as of the close of business on October 17, 2016.

On December 7, 2016, the Board of Directors declared a quarterly cash dividend in the amount of $0.15 per share on the Company’s Preferred Stock. The cash dividend was paid on February 1, 2017 to the holders of record of the Preferred Stock as of the close of business on January 18, 2017.

Common Stock

June 2016 At Market Issuance

On June 23, 2016, the Company entered into a sales agreement with FBR (the “FBR Sales Agreement”), under which the Company may issue and sell shares of its common stock, from time to time through FBR, acting as its sales agent, under the Company’s effective “shelf” registration statement on Form S-3 which became effective on June 8, 2016. Under the FBR Sales Agreement, FBR may sell the shares of common stock by any method that is deemed to be an “at the market offering”. The Company will pay FBR a commission of 3.0% of the gross sales price per share sold. The Company is not obligated to make any sales of common stock under the FBR Sales Agreement. As of December 31, 2016, pursuant to a prospectus supplement dated June 23, 2016, the Company has sold 766,149 shares of common stock under the sales agreement for net proceeds of approximately $3.9 million and pursuant to a prospectus supplement dated August 30, 2016, the Company has sold 483,476 shares of common stock under the sales agreement for net proceeds of approximately $2.8 million. There are a further approximately $1.2 million of our shares of common stock that may be sold pursuant to the prospectus supplement dated as of August 30, 2016.

July 2015 Controlled Equity Offering SM

On July 10, 2015, the Company entered into a Controlled Equity OfferingSM Sales Agreement with Cantor Fitzgerald (the “Cantor Sales Agreement”) under which the Company may, from time to time, sell shares of its common stock having an aggregate offering price of up to $8.35 million through Cantor Fitzgerald. Under the Cantor Sales Agreement, Cantor Fitzgerald may sell shares of Cyclacel common stock by methods deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company will pay Cantor Fitzgerald a commission of up to 3.0% of the gross sales price per share sold. Cyclacel is not obligated to make any sales under the Cantor Sales Agreement. Effective as of June 17, 2016, and prior to entering into the FBR Sales Agreement, the Company and Cantor agreed to terminate the Cantor Sales Agreement. The Company had issued an aggregate of 114,078 shares pursuant to the Cantor Sales Agreement of which 41,996 were issued during the year ended December 31, 2016 for net proceeds of approximately $0.2 million.

March 2015 Public Offering

On March 9, 2015, the Company completed a public offering of 833,333 shares of its common stock at a price to the public of $12.00 per share for proceeds, net of certain fees and expenses, of approximately $9.2 million.

November 2013 Stock Purchase Agreement

On November 14, 2013, the Company entered into a common stock Purchase Agreement with Aspire (the “Aspire Purchase Agreement”). Upon execution of the Aspire Purchase Agreement, Aspire purchased 42,626 shares of common stock for an aggregate purchase price of $2.0 million. Under the terms of the Aspire Purchase Agreement, Aspire has committed to purchase up to an additional 253,503 shares from time to time as directed by the Company or, in certain instances, as agreed to by both parties, over the next two years at prices derived from the market prices on or near the date of each sale. However, such commitment is limited to an additional $18.0 million of share purchases. In consideration for entering into the Aspire Purchase Agreement, concurrent with the execution of the Aspire Purchase Agreement, the Company issued 13,842 shares of the Company’s common stock to Aspire in lieu of a commitment fee. The fair value of these shares were recorded as a component of other assets and re-measured each reporting period, until the agreement expired, with gains or losses reported in the consolidated statements of operations. During the year ended December 31, 2015, the Company sold all remaining 117,869 shares of common stock that were subject to the Aspire Purchase Agreement for net proceeds of approximately $1.4 million and the Aspire Purchase Agreement was automatically terminated by its terms.

Summary of Outstanding Warrants

The following table summarizes information about warrants outstanding at December 31, 2015:

Issued in Connection With	Expiration Date		Common Shares Issuable		Weighted Average Exercise Price
July 2011 stock issuance		2016		45,343		$	114.24
Total				45,343		$	114.24

There are no outstanding warrants at December 31, 2016. The 45,343 warrants outstanding at December 31, 2015 related to the July 2011 stock issuance and these warrants lapsed in July 2016. There were no exercises of warrants during the year ended December 31, 2015 and 2016.

Exercise of Stock Options

No stock options were exercised during the years ended December 31, 2015 and 2016.