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Stock Based Compensation
 9 Months Ended
Sep. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Stock Based Compensation

12. Stock Based Compensation

 

ASC 718 requires compensation expense associated with share-based awards to be recognized over the requisite service period which, for the Company, is the period between the grant date and the date the award vests or becomes exercisable. The Company recognizes all share-based awards under the straight-line attribution method, assuming that all granted awards will vest. Forfeitures are recognized in the periods when they occur.

 

Stock based compensation has been reported within expense line items on the consolidated statement of operations for the three and nine months ended September 30, 2025 and 2024 as shown in the following table (in $000s):

 

   2025   2024   2025   2024 
   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2025   2024   2025   2024 
General and administrative  $1   $101   $1,596   $421 
Research and development   5   $6    83    78 
Stock-based compensation costs  $6   $107   $1,679   $499 

 

2018 Plan

 

In May 2018, the Company’s stockholders approved the 2018 Equity Incentive Plan (the “2018 Plan”), under which Cyclacel may make equity incentive grants to its officers, employees, directors and consultants. The 2018 Plan allows for various types of award grants, including stock options and restricted stock units.

 

 

On February 6, 2025, the Company’s stockholders approved an amendment to the 2018 Plan to reserve an additional 500,000 shares of Common Stock for issuance thereunder, which number would not be adjusted as a result of any current or future reverse stock split. On June 30, 2025, the Company’s stockholders approved another amendment to the 2018 Plan to reserve an additional 4,281,987 shares of Common Stock for issuance thereunder. As of September 30, 2025, the Company has reserved approximately 4,782,110 shares of the Company’s common stock under the 2018 Plan for future issuances.

 

Stock option awards granted under the Company’s equity incentive plans have a maximum life of 10 years and generally vest over a one to four-year period from the date of grant. Certain awards, though, vest immediately upon grant, including those granted in 2025, as discussed in further detail below.

 

2020 Inducement Equity Incentive Plan

 

In October 2020, the Inducement Equity Incentive Plan (the “Inducement Plan”), became effective. Under the Inducement Plan, Cyclacel may make equity incentive grants to new senior level Employees (persons to whom the Company may issue securities without stockholder approval). The Inducement Plan allows for the issuance of up to 55 shares of the Company’s common stock (or the equivalent of such number). As of September 30, 2025, no shares under the Inducement Plan were in issue, resulting in a remaining reserve of 55 shares.

 

Option Awards Granted Outside of the 2018 Plan and Inducement Plan

 

During February and March 2025, the Company issued stock option awards to employees and consultants outside of the 2018 Plan and the Inducement Plan. The shares underlying these options are not registered for resale. All of the options granted outside of the 2018 Plan and Inducement Plan vest immediately upon grant and can be exercised beginning three months from the recipient’s Termination Date through the expiry of the option awards, which is ten years from the grant date. The Termination Date is defined as the date on which an award recipient ceases to be an employee, director or consultant of the Company or of an Affiliate for any reason other than the death or disability, or termination of the recipient for cause.

 

Option Grants and Exercises

 

There were 24,812 options granted during the nine months ended September 30, 2025. Of these awards, 1,066 were issued under the 2018 Plan and the rest were issued outside of the 2018 Plan and the Inducement Plan. Options granted during the nine months ended September 30, 2025 had a grant date fair value ranging between $60.86 and $72.38 per option.

 

There were 52 options granted under the 2018 Plan during the nine months ended September 30, 2024. These options had a grant date fair value of $424.89 per option.

 

The fair value of the stock options granted is calculated using the Black-Scholes option-pricing model as prescribed by ASC 718 using the following assumptions:

 

   Nine months
ended		   Nine months
ended		 
   September 30, 2025   September 30, 2024 
Expected term (years)   5 - 10    6 
Risk free interest rate   4.060% – 4.250%   3.995%
Volatility   100% – 107%   93%
Expected dividend yield over expected term   0.00%   0.00%
Resulting weighted average grant date fair value  $70.79   $424.80 

 

There were no stock options exercised during each of the nine months ended September 30, 2025 and 2024, respectively. The Company does not expect to be able to benefit from the deduction for stock option exercises that may occur because the Company has tax loss carryforwards from prior periods that would be expected to offset any potential taxable income.

 

 

Outstanding Options

 

A summary of the share option activity and related information is as follows:

 

           Weighted     
       Weighted   Average     
   Number of   Average   Remaining   Aggregate 
   Options   Exercise Price   Contractual   Intrinsic 
   Outstanding   Per Share   Term (Years)   Value ($000) 
Options outstanding at December 31, 2024   494   $10,658.40    7.20   $— 
Granted   24,812   $78.92    —   $— 
Exercised   —   $—    —   $— 
Cancelled/forfeited   (369)  $9,966.29    —   $— 
Options outstanding at September 30, 2025   24,937   $104.31    9.38   $— 
                     
Unvested at September 30, 2025   20   $2,094.84    7.75   $— 
Vested and exercisable at September 30, 2025   24,917   $102.72    9.38   $— 

 

Restricted Stock Units

 

No restricted stock units were issued during the nine months ended September 30, 2025. The Company issued 52 restricted stock units during the nine months ended September 30, 2024. These restricted stock units vested monthly over a six-month service period. These restricted stock units were valued at $547.20 at the date of grant, which was equivalent to the market price of a share of the Company’s common stock on that date.

 

Seventy-one restricted stock units were issued in January 2023. These units vest on the third anniversary of their date of grant, or earlier if certain defined clinical trial related performance targets are met. A three-year vesting assumption was applied to these restricted stock units as satisfaction of the performance conditions is not probable at this time. Each restricted stock unit was valued at $3,240.00 at the date of grant, which was equivalent to the market price of a share of the Company’s common stock on that date. As of September 30, 2025, all but 10 of the original awards granted have been forfeited due to the recipient’s termination of service with the Company. In the nine months ended September 30, 2025, the Company reduced stock compensation cost, a component of selling general, and administrative expense, by approximately $61,000 as a result of forfeitures of these awards during that period.

 

The July 2025 Reverse Stock Split resulted in the effective cancellation of certain previously issued and outstanding restricted stock units. In the quarter ended June 30, 2025, the Company accelerated the recognition of any remaining unrecognized compensation expense upon the impending cancellation of those awards. This resulted in an approximately $1,000 charge during the nine months ended September 30, 2025.

 

Summarized information for restricted stock units as of September 30, 2025, is as follows:

 

       Weighted 
   Restricted   Average 
   Stock Units   Grant Date 
   Outstanding   Value Per Share 
         
Unvested at September 30, 2025   10   $3,240.00 
           
Vested at September 30, 2025   —   $- 
    10    -