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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number 00-50626
 CYCLACEL
PHARMACEUTICALS, INC.
  Delaware
    
    91-1707622(State or Other Jurisdiction 
of Incorporation or 
Organization)
    
    (I.R.S. Employer
Identification No.)200 Connell Drive 
Suite 1500, Berkeley Heights, 
New Jersey
    
    07922(Address of principal executive 
offices)
    
    (Zip Code)
   Name of Each Exchange on WhichTitle of Each Class
    
    RegisteredCommon Stock, $0.001 par value
    
    The NASDAQ Stock Market LLCPreferred Stock, $0.001 par value
    
    The NASDAQ Stock Market LLC
  Yes o No þ
 o þ
 þ o
 Yes
o
No o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ[Do not check if a smaller reporting company]
 Yes o No þ
   DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS
 PART IItem 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    26Item 1B. Unresolved Staff Comments
    
    
    49Item 2. Properties
    
    
    49Item 3. Legal Proceedings
    
    
    49Item 4. (Removed and Reserved)
    
    
    49PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    50Item 6. Selected Financial Data
    
    
    52Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    55Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    71Item 8. Financial Statements and Supplementary Data
    
    
    74Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    118Item 9T. Controls and Procedures
    
    
    118Item 9B. Other Information
    
    
    120PART IIIItem 10. Directors; Executive Officers and Corporate Governance
    
    
    121Item 11. Executive Compensation
    
    
    121Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    121Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    121Item 14. Principal Accountant Fees and Services
    
    
    121PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    122Exhibit 21Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
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PART I
 
 Item 1.
    
    Business
  General
  Recent Developments
        3




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Corporate information
  Overview
   
    
    Acute myeloid leukemia, or AML, in the elderly;
 
    
    Myelodysplastic syndromes, or MDS; and
 
    
    Non-small cell lung cancer, or NSCLC.
 ® ® ®
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Advancing our research and development programs
 
    
    Submitted a Special Protocol Agreement, or SPA, to the U.S. Food and Drug
Administration, or FDA, for a randomized Phase 3 study design for sapacitabine in
 elderly AML following a Type A meeting with the FDA in December 2009;
    
    Cyclacels cyclin dependent kinase, or CDK, inhibitors mechanism of action,
target profile and selectivity elucidated in recent publications which reported
activity in highly transformed and/or resistant cancers and potential in other
proliferative diseases;
    
    Sapacitabine Phase 2 elderly AML trial 1-year survival data announced at the
2009 American Society of Hematology (ASH) annual meeting;
    
    Sapacitabine Phase 2 trial of patients with MDS interim results announced at the
2009 ASH annual meeting;
    
    Sapacitabine and seliciclib combination trial initiated Phase 1 trial for solid
tumors; and
    
    Seliciclib Phase 2 trial of NPC initial results reported at
the 2009 American Society of Clinical Operations, or ASCO, meeting.
 Managing our resources
 
    
    Ended 2009 with approximately $11.5 million of cash and cash equivalents and
short-term investments. Raised an additional $15.6 million in gross proceeds
through two registered direct offerings in January 2010 and the exercise of
warrants;
    
    In November 2009, we amended the Kingsbridge Capital Limited Committed Equity
Financing Facility and raised approximately $1.0 million;
    
    In July 2009, we raised $3.4 million in gross proceeds through a registered
direct offering; and
    
    Followed our operating plan with the focus on sapacitabine clinical development
and further lowered operating costs through a reduction in workforce in the second
and third quarters of 2009; since announcing our revised operating plan in
September 2008, we have reduced our workforce by fifty one (51) people, or 63% of
our workforce and closed our Cambridge research facility.
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Research and Development Pipeline
  Development
    
    
    
    Cell CycleProgram
    
    Indication
    
    Status
    
    Target
    
    MechanismOncologySapacitabine, CYC682
    
    Elderly AML
    
    Phase 2 randomized trial completed
    
    DNA polymerase
    
    G2 and S phaseSapacitabine, CYC682
    
    MDS
    
    Phase 2 randomized trial on-going
    
    DNA polymerase
    
    G2 and S phaseSapacitabine, CYC682
    
    CTCL
    
    Phase 2 randomized trial stopped.
Not a company priority
    
    DNA polymerase
    
    G2 and S phaseSapacitabine, CYC682
    
    NSCLC
    
    Phase 2 trial on-going
    
    DNA polymerase
    
    G2 and S phaseSapacitabine + Seliciclib
    
    Cancer
    
    Phase 1 trial on-goingSeliciclib, CYC202
    
    NSCLC
    
    Phase 2b randomized trial closed
to accrual
    
    CDK2/A, 2/E, 7, 9
    
    G1/S
checkpoint and othersSeliciclib, CYC202
    
    NPC
    
    Phase 2 randomized trial. Lead-in
phase only on-going
    
    CDK2/A, 2/E, 7, 9
    
    G1/S
checkpoint and othersCYC116
    
    Cancer
    
    Phase 1 trial completed
    
    Aurora kinase & VEGFR2
    
    MitosisCDK Inhibitors, Second Generation
    
    Cancer
    
    Preclinical
    
    CDK
    
    G1/S
checkpoint and othersPlk1 Inhibitors
    
    Cancer
    
    Preclinical
    
    Plk
    
    G2/M
checkpointHdm2 Inhibitors
    
    Cancer
    
    On hold, Not a company priority
    
    Hdm2
    
    G1/2 phaseCyclin Binding Groove Inhibitors
    
    Cancer
    
    On hold. Not a company priority
    
    Cyclin binding groove
    
    S phaseOther therapeutic areasCell Cycle Inhibitors
    
    Autoimmune &
Inflammatory
Diseases
    
    Phase 1 trial completed On hold.
Not a company priority
    
    CDK
    
    G1/S
checkpoint and othersCell Cycle Inhibitors
    
    HIV/AIDS
    
    On hold. Not a company priority
    
    CDK
    
    OtherGSK-3 Inhibitors
    
    Type 2 Diabetes
    
    On hold. Not a company priority
    
    GSK-3
    
    Other
 Market opportunity in oncology
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Oncology Development Programs
     7




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Sapacitabine
 ®
  Hematological Cancers
 Phase 1 clinical trial in patients with advanced leukemias and myelodysplastic syndromes
   8




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Phase 2 randomized clinical trial in elderly patients with AML previously untreated or in first
relapse
 st
    Randomized Phase 2 clinical trial in older patients with MDS as a second-line treatment
  st
  9




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Pivotal trial plan for sapacitabine for the treatment of hematological malignancies
  Solid Tumors
 Phase 1 clinical trials in patients with refractory solid tumors or lymphomas
  Phase 2 clinical trial in patients with non-small cell lung cancer
  Phase 2 clinical trial in patients with cutaneous T-cell lymphoma, or CTCL
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EU Orphan Designation
  Seliciclib
 is more ®
 Phase 1 clinical trials in patients with refractory solid tumors
   Phase 2 clinical trials in patients with NSCLC or breast cancer
 ®
  11




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Phase 2 clinical trials in patients with NPC
    12




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CYC116
  Other programs
   Hdm2 Inhibitors
  Cyclin Binding Groove Inhibitors
   13




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Non-oncology Programs
 Cell Cycle Inhibitors in Autoimmune & Inflammatory Diseases
  CDK Inhibitors in Virology
  GSK-3 Inhibitors in Type 2 Diabetes
  Commercial Products
 ® ® ®
 Xclair® Cream
 ®
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Numoisyn® Liquid
 ® ® ® ®
 Numoisyn® Lozenges
 ® ® ® ®
 Business Strategy
  Focus on the cell cycle and cancer
  
    
    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
side-effects.
 
    
    We believe that our sapacitabine is the only orally available nucleoside analogue
presently being tested in Phase 2 trials in AML and MDS and seliciclib is the only
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
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Enter into partnering arrangements selectively, while developing our own sales and marketing
capability
  Patents, Proprietary Technology and Collaborations
  
    
    Ownership and enforcement of patent rights;
    
    Patent applications covering our own inventions in fields that we consider
important to our business strategy;
    
    License agreements with third parties granting us rights to patents in fields that
are important to our business strategy;
    
    Invention assignment agreements with our employees and consultants;
    
    Non-compete agreements with our key employees and consultants;
    
    Confidentiality agreements with our employees, consultants, and others having
access to our proprietary information;
    
    Standard policies for the maintenance of laboratory notebooks to establish priority
of our inventions;
    
    Freedom to use studies from patent counsel;
    
    Material transfer agreements; and
    
    Trademark protection.
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Licenses
  Sapacitabine
   Seliciclib
   18




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Sinclair Pharma plc
 ® ® ®
  19




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Manufacturing
  ® ® ®
 Sales and Marketing
  Government Regulation
   
    
    completion of extensive preclinical laboratory tests, preclinical animal studies
and formulation studies, all performed in accordance with the FDAs good laboratory
practice, or GLP, regulations;
    
    submission to the FDA of an IND application which must become effective before
clinical trials may begin;
    
    performance of adequate and well-controlled clinical trials to establish the safety
and efficacy of the drug candidate for each proposed indication;
    
    submission of a NDA to the FDA;
    
    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;
    
    FDA review and approval of the NDA prior to any commercial marketing, sale or
shipment of the drug; and
    
    Regulation of commercial marketing and sale of drugs.
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Clinical Trials:
 
    
    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 are typically designed to evaluate the impact
of the drug candidate in combination with currently approved drugs.
 
    
    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.
 
    
    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.
  New Drug Application.
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Fast Track Designation.
   
    
    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.
 
    
    Accelerated Approval.Under the FDAs 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.
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5 10(k) .
 Other regulatory requirements.
   23




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Competition
    24




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Employees
  Available
information
 http://www.sec.gov
  25




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Item 1A.
    
    Risk Factors
 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 Managements 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.
 We believe regulatory agencies will not accept registration pathways based on Phase 2 data
and, therefore, we will need to conduct randomized Phase 3 studies, which are time-consuming and
expensive.
   The current economic conditions and financial market turmoil could adversely affect our business
and results of operations.
  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.
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We have a history of operating losses and we may never become profitable. Our stock is a highly
speculative 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.
  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.
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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.
  Our committed equity financing facility with Kingsbridge may not be available to us if we elect to
make a draw down or may require us to make additional blackout or other payments to Kingsbridge,
which may result in dilution to our stockholders.
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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.
  
    
    fund research and development and clinical trials connected with our research;
 
    
    fund clinical trials and seek regulatory approvals;
 
    
    build or access manufacturing and commercialization capabilities;
 
    
    implement additional internal control systems and infrastructure;
 
    
    commercialize and secure coverage, payment and reimbursement of our drug
candidates, if any such candidates receive regulatory approval;
 
    
    maintain, defend and expand the scope of our intellectual property; and
 
    
    hire additional management, sales and scientific personnel.
  
    
    the scope, rate of progress and cost of our clinical trials and other research and
development activities;
 
    
    the costs and timing of seeking and obtaining regulatory approvals;
 
    
    the costs of filing, prosecuting, defending and enforcing any patent claims and
other intellectual property rights;
 
    
    the costs associated with establishing sales and marketing capabilities;
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
    
    the costs of acquiring or investing in businesses, products and technologies;
 
    
    the effect of competing technological and market developments; and
 
    
    the payment, other terms and timing of any strategic alliance, licensing or other
arrangements that we may establish.
  If we do not realize the expected benefits from the restructuring plans we announced in September
2008 and June 2009, our operating results and financial conditions could be negatively impacted.
  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.
  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.
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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.
   We are exposed to risks related to foreign currency exchange rates.
  We are exposed to risk related to the marketable securities we may purchase.
  Clinical trials are expensive, time consuming, subject to delay and may be required to continue
beyond our available funding.
  
    
    delays in securing clinical investigators or trial sites for our clinical
trials;
 
    
    delays in obtaining institutional review board, or IRB, and other regulatory
approvals to commence a clinical trial;
 
    
    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;
 
    
    negative or inconclusive results from clinical trials;
 
    
    unforeseen safety issues;
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
    
    uncertain dosing issues may or may not be related to suboptimal pharmacokinetic
and pharmacodynamic behaviors;
 
    
    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;
 
    
    inability to monitor patients adequately during or after treatment or problems
with investigator or patient compliance with the trial protocols;
 
    
    inability to replicate in large controlled studies safety and efficacy data
obtained from a limited number of patients in uncontrolled trials;
 
    
    inability or unwillingness of medical investigators to follow our clinical
protocols; and
 
    
    unavailability of clinical trial supplies.
  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.
   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.
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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.
   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.
  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.
   
    
    we may not be able to control the amount and timing of resources that our
collaborators may devote to the drug candidates;
 
    
    our collaborators may experience financial difficulties;
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
    
    we may be required to relinquish important rights such as marketing and
distribution rights;
 
    
    business combinations or significant changes in a collaborators business
strategy may also adversely affect a collaborators willingness or ability to
complete our obligations under any arrangement;
 
    
    a collaborator could independently move forward with a competing drug candidate
developed either independently or in collaboration with others, including our
competitors; and
 
    
    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.
   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.
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The failure to attract and retain skilled personnel and key relationships could impair our drug
development and commercialization efforts.
   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.
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
    
    those discussed in the risk factor which immediately follows;
 
    
    the fact that the FDA or other regulatory officials may not approve our or our
third party manufacturers processes or facilities; or
 
    
    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.
 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.
   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 face intense competition and our competitors may develop drugs that are less expensive, safer,
or more effective than our drug candidates.
   36




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
    
    developing drug candidates;
 
    
    conducting preclinical and clinical trials;
 
    
    obtaining regulatory approvals; and
 
    
    commercializing product candidates.
  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.
 ® ® ®
 
    
    timing of market introduction, number and clinical profile of competitive
drugs;
 
    
    our ability to provide acceptable evidence of safety and efficacy;
 
    
    relative convenience and ease of administration;
 
    
    cost-effectiveness;
 
    
    availability of coverage, reimbursement and adequate payment from health
maintenance organizations and other third party payors;
 
    
    prevalence and severity of adverse side effects; and
 
    
    other potential advantages over alternative treatment methods.
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If we are unable to compete successfully in our market place, it will harm our business.
  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.
   We may be exposed to product liability claims that may damage our reputation and we may not be able
to obtain adequate insurance.
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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.
  Defending against claims relating to improper handling, storage or disposal of hazardous chemical,
radioactive or biological materials could be time consuming and expensive.
  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.
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If we fail to enforce adequately or defend our intellectual property rights our business may be
harmed.
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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.
   
    
    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;
 
    
    be required to pay substantial royalties or grant a cross license to our
patents to another patent holder;
 
    
    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 competitors patent or other proprietary rights; or
 
    
    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.
 The development programs for our two lead drug candidates are based in part on intellectual
property rights we license from others, and any termination of those licenses could seriously harm
our business.
 
 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.
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Our common stock may have a volatile public trading price.
  
    
    disclosure of actual or potential clinical results with respect to product
candidates we are developing;
 
    
    regulatory developments in both the United States and abroad;
 
    
    developments concerning proprietary rights, including patents and litigation
matters;
 
    
    public concern about the safety or efficacy of our product candidates or
technology, or related technology, or new technologies generally;
 
    
    concern about the safety or efficacy of our product candidates or technology,
or related technology, or new technologies generally;
 
    
    public announcements by our competitors or others; and
 
    
    general market conditions and comments by securities analysts and investors.
 Fluctuations in our operating losses could adversely affect the price of our common stock.
  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.
  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.
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Certain severance-related agreements in our executive employment agreements may make an acquisition
more difficult and could result in the entrenchment of management.
  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.
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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.
  
    
    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.
   We may have limited ability to pay cash dividends on the convertible preferred stock.
  If we continue not to declare the quarterly dividends on our 6% Convertible Exchangeable Preferred
Stock for a total of six quarterly dividend periods, we will have to grant additional rights to our
holders of Preferred Stock with respect to the management of the Company.
   45




---



##### Table of Contents



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.
  
    
    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.
 Our
common stock may have a volatile public trading price.
 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.
  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.
   46




---



##### Table of Contents



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 do not intend to pay cash dividends on our common stock in the foreseeable future.
  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.
  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.
  Our distribution rights to the ALIGN products are licensed from others, and any termination of that
license could harm our business.
   47




---



##### Table of Contents



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 customer base is highly concentrated.
 ® ® ® ® ® ®
 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.
 ® ® ® ® ® ®
  48




---



##### Table of Contents



The commercialization of our products is substantially dependent on our ability to develop
effective sales and marketing capabilities.
 ® ® ® ® ® ®
  
 Item 1B.
    
    Unresolved Staff Comments
  
 Item 2.
    
    Properties
    
 Item 3.
    
    Legal Proceedings
  
 Item 4.
    
    (Removed and Reserved)
  49




---



##### Table of Contents



PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
 Market Information
  High
    
    
    Low2009Quarter ended March 31, 2009
    
    $
    0.54
    
    
    $
    0.26Quarter ended June 30, 2009
    
    $
    1.66
    
    
    $
    0.30Quarter ended September 30, 2009
    
    $
    1.24
    
    
    $
    0.79Quarter ended December 31, 2009
    
    $
    1.69
    
    
    $
    0.752008Quarter ended March 31, 2008
    
    $
    5.51
    
    
    $
    2.40Quarter ended June 30, 2008
    
    $
    3.67
    
    
    $
    1.66Quarter ended September 30, 2008
    
    $
    2.00
    
    
    $
    0.84Quarter ended December 31, 2008
    
    $
    1.16
    
    
    $
    0.23
 Holders of Common Stock
   50




---



##### Table of Contents



Performance Graph
  COMPARISON OF 45 MONTH CUMULATIVE TOTAL RETURN*
 
 *
    
    $100 invested on 3/27/06  in
stock or 2/28/06 in index, including reinvestment of dividends.
Fiscal year ending December 31. Name
    
    March 27, 2006
    
    
    December 31, 2006
    
    
    December 31, 2007
    
    
    December 31, 2008
    
    
    December 31, 2009Cyclacel
    
    
    100.00
    
    
    
    85.86
    
    
    
    68.59
    
    
    
    5.26
    
    
    
    13.02Nasdaq Composite
    
    
    100.00
    
    
    
    107.56
    
    
    
    117.24
    
    
    
    68.71
    
    
    
    101.05NASDAQ Biotechnology
    
    
    100.00
    
    
    
    93.30
    
    
    
    94.18
    
    
    
    88.44
    
    
    
    100.49
   51




---



##### Table of Contents



Dividends
  Unregistered Sales of Securities
  Securities Authorized for Issuance Under Equity Compensation Plans
  (c)Number ofsecurities remaining(b)
    
    
    available for future(a)
    
    
    Weighted-average
    
    
    issuance underNo. of securities to
    
    
    exercise price
    
    
    equity compensationbe issued upon exercise
    
    
    of outstanding
    
    
    plans (excludingof outstanding options,
    
    
    options, warrants
    
    
    securities reflected inPlan Category
    
    warrants and rights
    
    
    and rights
    
    
    column (a))Total equity
compensation plans
approved by
security holders (1)
    
    
    3,441,021
    
    
    $
    4.11
    
    
    
    1,703,766Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    
 (1)
    
    Consists of our Amended and Restated 2006 Stock Option Plan (the 2006 Plan). The 2006 Plan
provides for the grant of incentive stock options, nonqualified stock options, stock appreciation
rights, restricted stock, restricted stock units, and performance units. The number of shares available for issuance, as of
March 30, 2010, under the 2006 Plan is 5,200,000. 
 Item 6.
    
    Selected Financial Data
   52




---



##### Table of Contents



Period fromAugust 13,1996(inception) toYears Ended December 31,
    
    
    December 31,2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2009(in thousands)Consolidated Statements of Operations:Revenues:Collaboration and research and
development income
    
    $
    245
    
    
    $
    231
    
    
    $
    10
    
    
    $
    
    
    
    $
    
    
    
    $
    3,000Product revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    838
    
    
    
    910
    
    
    
    1,748Grant income
    
    
    111
    
    
    
    156
    
    
    
    119
    
    
    
    39
    
    
    
    1
    
    
    
    3,636356
    
    
    
    387
    
    
    
    129
    
    
    
    877
    
    
    
    911
    
    
    
    8,384Operating expenses:Cost of goods sold
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    429
    
    
    
    545
    
    
    
    974Research and development
    
    
    15,841
    
    
    
    21,205
    
    
    
    19,569
    
    
    
    18,869
    
    
    
    9,766
    
    
    
    170,179Selling, general and administrative
    
    
    5,290
    
    
    
    12,598
    
    
    
    12,033
    
    
    
    15,354
    
    
    
    8,538
    
    
    
    71,846Goodwill and intangibles impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,934
    
    
    
    
    
    
    
    7,934Other restructuring costs
    
    
    
    
    
    
    225
    
    
    
    1,554
    
    
    
    489
    
    
    
    366
    
    
    
    2,634Total operating expenses
    
    
    21,131
    
    
    
    34,028
    
    
    
    33,156
    
    
    
    43,075
    
    
    
    19,215
    
    
    
    253,567Operating loss
    
    
    (20,775
    )
    
    
    (33,641
    )
    
    
    (33,027
    )
    
    
    (42,198
    )
    
    
    (18,304
    )
    
    
    (245,183
    )Total other income (expense)
    
    
    801
    
    
    
    2,138
    
    
    
    6,933
    
    
    
    63
    
    
    
    (2,214
    )
    
    
    5,676Loss before taxes
    
    
    (19,948
    )
    
    
    (31,503
    )
    
    
    (26,094
    )
    
    
    (42,135
    )
    
    
    (20,518
    )
    
    
    (239,507
    )Income tax benefit
    
    
    1,900
    
    
    
    2,245
    
    
    
    2,041
    
    
    
    1,749
    
    
    
    948
    
    
    
    17,222Net loss
    
    
    (18,048
    )
    
    
    (29,258
    )
    
    
    (24,053
    )
    
    
    (40,386
    )
    
    
    (19,570
    )
    
    
    (222,285
    )Dividends on preferred shares
    
    
    (11,876
    )
    
    
    (2,827
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (38,123
    )Net loss applicable to common shareholders
    
    $
    (29,924
    )
    
    $
    (32,085
    )
    
    $
    (24,053
    )
    
    $
    (40,386
    )
    
    $
    (19,570
    )
    
    $
    (260,408
    )Net loss per share  basic and diluted
    
    $
    (4.50
    )
    
    $
    (2.40
    )
    
    $
    (1.21
    )
    
    $
    (1.98
    )
    
    $
    (0.88
    )Shares used in computing basic and
diluted net loss per share
    
    
    6,656,732
    
    
    
    13,390,933
    
    
    
    19,873,911
    
    
    
    20,433,129
    
    
    
    22,196,840
  53




---



##### Table of Contents



As of December 31,2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009(in thousands)Consolidated Balance Sheet Data:Cash and cash equivalents
    
    $
    3,117
    
    
    $
    44,238
    
    
    $
    30,987
    
    
    $
    24,220
    
    
    $
    11,493Short-term investments
    
    
    10,690
    
    
    
    9,764
    
    
    
    27,766
    
    
    
    1,502
    
    
    
    Working capital
    
    
    2,152
    
    
    
    50,244
    
    
    
    49,065
    
    
    
    20,387
    
    
    
    3,547Total assets
    
    
    19,071
    
    
    
    63,276
    
    
    
    75,912
    
    
    
    30,957
    
    
    
    14,466Long-term liabilities, net of current portion
    
    
    (78
    )
    
    
    (1,436
    )
    
    
    (3,231
    )
    
    
    (1,688
    )
    
    
    Total stockholders equity
    
    
    4,119
    
    
    
    53,919
    
    
    
    57,969
    
    
    
    20,642
    
    
    
    4,644
   54




---



##### Table of Contents



Item 7.
    
    Managements 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, 2009 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
   
    
    Acute myeloid leukemia, or AML in the elderly;
 
    
    Myelodysplastic syndromes, or MDS; and
 
    
    Non-small cell lung cancer or NSCLC.
 ® ® ®
   55




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##### Table of Contents



Recent Events
     56




---



##### Table of Contents



Results of Operations
   Years ended December 31, 2008 and 2009 compared to years ended December 31, 2007 and 2008,
respectively.
 Revenues
  Years ended
    
    
    $ Differences
    
    
    % Differences2007
    
    
    2008
    
    
    2009
    
    
    2007 to 2008
    
    
    2008 to 2009
    
    
    2007 to 2008
    
    
    2008 to 2009(in thousands)Collaboration and research and development revenue
    
    $
    10
    
    
    $
    
    
    
    $
    
    
    
    $
    (10
    )
    
    $
    
    
    
    
    (100
    )%
    
    
    
    %Product Revenue
    
    
    
    
    
    
    838
    
    
    
    910
    
    
    
    838
    
    
    
    72
    
    
    
    100
    %
    
    
    9
    %Grant revenue
    
    
    119
    
    
    
    39
    
    
    
    1
    
    
    
    (80
    )
    
    
    (38
    )
    
    
    (67
    )%
    
    
    (97
    )%Total revenue
    
    $
    129
    
    
    $
    877
    
    
    $
    911
    
    
    $
    748
    
    
    $
    34
    
    
    
    580
    %
    
    
    4
    %
  ® ® ®
  57




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##### Table of Contents



The future
  Cost of goods sold
 Years ended
    
    
    $ Differences
    
    
    % Differences2007
    
    
    2008
    
    
    2009
    
    
    2007 to 2008
    
    
    2008 to 2009
    
    
    2007 to 2008
    
    
    2008 to 2009(in thousands)Cost of goods sold
    
    $
    
    
    
    $
    429
    
    
    $
    545
    
    
    $
    429
    
    
    $
    116
    
    
    
    100
    %
    
    
    27
    %
  Research and development expenses
  
    
    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.
  58




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##### Table of Contents



Years ended
    
    
    $ Differences
    
    
    % Differences2007
    
    
    2008
    
    
    2009
    
    
    2007 to 2008
    
    
    2008 to 2009
    
    
    2007 to 2008
    
    
    2008 to 2009(in thousands)Sapacitabine
    
    $
    3,326
    
    
    $
    6,601
    
    
    $
    7,001
    
    
    $
    3,275
    
    
    $
    400
    
    
    
    98
    %
    
    
    6
    %Seliciclib
    
    
    3,270
    
    
    
    2,906
    
    
    
    (84
    )
    
    
    (364
    )
    
    
    (2,990
    )
    
    
    (11
    )%
    
    
    (103
    )%CYC116
    
    
    2,626
    
    
    
    1,695
    
    
    
    162
    
    
    
    (931
    )
    
    
    (1,533
    )
    
    
    (35
    )%
    
    
    (90
    )%Other costs related to research and
development programs, management and
exploratory research
    
    
    10,347
    
    
    
    7,667
    
    
    
    2,687
    
    
    
    (2,680
    )
    
    
    (4,980
    )
    
    
    (26
    )%
    
    
    (65
    )%Total research and development expenses
    
    $
    19,569
    
    
    $
    18,869
    
    
    $
    9,766
    
    
    $
    (700
    )
    
    $
    (9,103
    )
    
    
    (4
    )%
    
    $
    (9,103
    )
  Fiscal 2009 as compared to fiscal 2008.
 Fiscal 2008 as compared to fiscal 2007.
 The future
  Selling, general and administrative expenses
  Years ended
    
    
    $ Differences
    
    
    % Differences2007
    
    
    2008
    
    
    2009
    
    
    2007 to 2008
    
    
    2008 to 2009
    
    
    2007 to 2008
    
    
    2008 to 2009(in thousands)Total selling, general and administrative expenses
    
    $
    12,033
    
    
    $
    15,354
    
    
    $
    8,538
    
    
    $
    3,321
    
    
    $
    (6,816
    )
    
    
    28
    %
    
    
    (44
    )%
  59




---



##### Table of Contents



Fiscal 2009 as compared to fiscal 2008.
 Fiscal 2008 as compared to fiscal 2007.
 The future
  Goodwill and intangible asset impairment
  Years ended
    
    
    $ Differences
    
    
    % Differences2007
    
    
    2008
    
    
    2009
    
    
    2007 to 2008
    
    
    2008 to 2009
    
    
    2007 to 2008
    
    
    2008 to 2009(in thousands)Goodwill and intangibles impairment
    
    $
    
    
    
    $
    7,934
    
    
    $
    
    
    
    $
    7,934
    
    
    $
    (7,934
    )
    
    
    100
    %
    
    
    (100
    )%
    60




---



##### Table of Contents



The future
  Restructuring charge
  Years ended
    
    
    $ Differences
    
    
    % Differences2007
    
    
    2008
    
    
    2009
    
    
    2007 to 2008
    
    
    2008 to 2009
    
    
    2007 to 2008
    
    
    2008 to 2009(in thousands)Total restructuring charge
    
    $
    1,554
    
    
    $
    546
    
    
    $
    366
    
    
    $
    (1,008
    )
    
    $
    (180
    )
    
    
    (65
    )%
    
    
    (33
    )%
 Fiscal 2009 as compared to fiscal 2008
  Fiscal 2008 as compared to fiscal 2007
    61




---



##### Table of Contents



The future
   Other income / (expense)
  Years ended
    
    
    $ Differences
    
    
    % Differences2007
    
    
    2008
    
    
    2009
    
    
    2007 to 2008
    
    
    2008 to 2009
    
    
    2007 to 2008
    
    
    2008 to 2009(in thousands)Payment under guarantee
    
    $
    
    
    
    $
    
    
    
    $
    (1,652
    )
    
    $
    
    
    
    $
    (1,652
    )
    
    
    
    
    
    
    (100
    )%Change in valuation of derivative
    
    
    (93
    )
    
    
    
    
    
    
    
    
    
    
    93
    
    
    
    
    
    
    
    100
    %
    
    
    0
    %Change in valuation of warrants liability
    
    
    3,205
    
    
    
    3,502
    
    
    
    (299
    )
    
    $
    297
    
    
    
    (3,801
    )
    
    
    9
    %
    
    
    (109
    )%Change in valuation of warrant
    
    
    
    
    
    
    
    
    
    
    (44
    )
    
    
    
    
    
    
    (44
    )
    
    
    
    
    
    
    (100
    )%Foreign Exchange gain/(loss)
    
    
    490
    
    
    
    (4,501
    )
    
    
    (144
    )
    
    
    (4,991
    )
    
    
    4,357
    
    
    
    (1019
    )%
    
    
    97
    %Interest income
    
    
    3,554
    
    
    
    1,380
    
    
    
    102
    
    
    
    (2,174
    )
    
    
    (1,278
    )
    
    
    (61
    )%
    
    
    (93
    )%Interest expense
    
    
    (223
    )
    
    
    (318
    )
    
    
    (177
    )
    
    
    (95
    )
    
    
    141
    
    
    
    (42
    )%
    
    
    44
    %Total other income (expense), net
    
    $
    6,933
    
    
    $
    63
    
    
    $
    (2,214
    )
    
    $
    (6,870
    )
    
    $
    (2,277
    )
    
    
    (99
    )%
    
    
    3,614
    %
 Fiscal 2009 as compared to fiscal 2008.
 Change in valuation of derivative
   62




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##### Table of Contents



Change in value of warrants
 Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled
in, a Companys Own Stock.
 Foreign Exchange gain / (loss)
   Interest Income
  Interest Expense
  The future
     63




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##### Table of Contents



Income tax benefit
   Years ended
    
    
    $ Differences
    
    
    % Differences2007
    
    
    2008
    
    
    2009
    
    
    2007 to 2008
    
    
    2008 to 2009
    
    
    2007 to 2008
    
    
    2008 to 2009(in thousands)Total income tax
benefit
    
    $
    2,041
    
    
    $
    1,749
    
    
    $
    948
    
    
    $
    (292
    )
    
    $
    (801
    )
    
    
    (14
    )%
    
    
    (46
    )%
 Fiscal 2009 as compared to fiscal 2008.
 Fiscal 2008 as compared to fiscal 2007.
 The future
  Liquidity and Capital Resources
  December 31,
    
    
    December 31,2008
    
    
    2009
    
    
    $ Difference
    
    
    % Difference(in thousands)Cash and cash equivalents
    
    $
    24,220
    
    
    $
    11,493
    
    
    $
    (12,727
    )
    
    
    (53
    )%Short-term investments, available for sale
    
    
    1,502
    
    
    
    
    
    
    
    (1,502
    )
    
    
    (100
    )%Total cash and cash equivalents and
short-term investments
    
    $
    25,722
    
    
    $
    11,493
    
    
    $
    (14,229
    )
    
    
    (55
    )%Current assets
    
    $
    29,014
    
    
    $
    13,369
    
    
    $
    (15,645
    )
    
    
    (54
    )%Current liabilities
    
    
    8,627
    
    
    
    9,822
    
    
    
    1,195
    
    
    
    14
    %Working capital
    
    $
    20,387
    
    
    $
    3,547
    
    
    $
    (16,840
    )
    
    
    (83
    )%
  64




---



##### Table of Contents



Cash provided by (used in) operating, investing and financing
activities
  Year ended December 31,2007
    
    
    2008
    
    
    2009(in thousands)Net cash used in operating activities
    
    $
    (23,140
    )
    
    $
    (29,905
    )
    
    $
    (15,193
    )Net cash provided by (used by) investing activities
    
    $
    (22,693
    )
    
    $
    27,342
    
    
    $
    1,559Net cash provided by (used by) financing activities
    
    $
    32,208
    
    
    $
    (1,238
    )
    
    $
    3,852
 Fiscal 2009 as compared to fiscal 2008.
 Operating activities
   65




---



##### Table of Contents



Investing activities
   Financing activities
       66




---



##### Table of Contents



Operating Capital and Capital Expenditure Requirements
    
    
    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.
   67




---



##### Table of Contents



Off-Balance Sheet Arrangements
  Critical Accounting Policies
  Revenue Recognition
 Product sales
 ® ® ®
  Stock-based Compensation
    68




---



##### Table of Contents



Warrants Liability
 February 2007 Financing
  Goodwill and Intangible Assets
  Business
Combinations
  69




---



##### Table of Contents



Impairment of Long-Lived Assets
    Recent Accounting Pronouncements
   70




---



##### Table of Contents



Subsequent Events
 The FASB Accounting Standards Codification the
Hierarchy of Generally Accepted Accounting Principles
 
 Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
  Investment and Interest Rate Risk
     71




---



##### Table of Contents



Foreign Currency Risk
      72




---



##### Table of Contents



Common Stock Price Risk
     73




---



##### Table of Contents



Item 8.
    
    Financial Statements and Supplementary Data
 INDEX TO CYCLACEL PHARMACEUTICALS, INC. FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm
    
    
    75Consolidated Balance Sheets as of December 31, 2008 and 2009
    
    
    76Consolidated Statements of Operations for the years ended
December 31, 2007, 2008 and 2009 and the period from August 13, 1996
(inception) to December 31, 2009
    
    
    77Consolidated Statements of Stockholders Equity (Deficit)
for the period from August 13, 1996 (inception) to December 31, 2009
    
    
    78Consolidated Statements of Cash Flows for the years ended
December 31, 2007, 2008 and 2009 and the period from August 13, 1996
(inception) to December 31, 2009
    
    
    85Notes to Consolidated Financial Statements
    
    
    88
  74




---



##### Table of Contents



CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     Ernst Young
    75




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##### Table of Contents



CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
 
 CONSOLIDATED BALANCE SHEETS
 (In $000s, except share amounts)
 December 31,2008
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    
    24,220
    
    
    
    11,493Short-term investments
    
    
    1,502
    
    
    
    Inventory
    
    
    508
    
    
    
    145Prepaid expenses and other current assets
    
    
    2,784
    
    
    
    1,731Total current assets
    
    
    29,014
    
    
    
    13,369Property, plant and equipment (net)
    
    
    1,748
    
    
    
    901Deposits and other assets
    
    
    195
    
    
    
    196Total assets
    
    
    30,957
    
    
    
    14,466LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    
    754
    
    
    
    1,709Accrued and other current liabilities
    
    
    6,801
    
    
    
    6,709Warrant liability
    
    
    43
    
    
    
    342Current portion of other accrued restructuring charges
    
    
    1,029
    
    
    
    1,062Total current liabilities
    
    
    8,627
    
    
    
    9,822Other accrued restructuring charges, net of current
    
    
    1,062
    
    
    
    Other long term payables
    
    
    626
    
    
    
    Total liabilities
    
    
    10,315
    
    
    
    9,822Commitments and contingencies (Note 11)Stockholders equity:Preferred stock, $0.001 par value; 5,000,000 shares
authorized at December 31, 2008 and 2009,
respectively; 2,046,813 shares issued and outstanding
at December 31, 2008 and 2009, respectively.
Aggregate preference in liquidation of $20,673,000 at
December 31, 2008 and December 31, 2009
    
    
    2
    
    
    
    2Common stock, $0.001 par value; 100,000,000 shares
authorized at December 31, 2008 and 2009,
respectively; 20,433,129 and 25,743,363 shares issued
and outstanding at December 31, 2008 and 2009,
respectively
    
    
    20
    
    
    
    26Additional paid-in capital
    
    
    223,377
    
    
    
    226,881Accumulated other comprehensive (loss)/income
    
    
    (42
    )
    
    
    20Deficit accumulated during the development stage
    
    
    (202,715
    )
    
    
    (222,285
    )Total stockholders equity
    
    
    20,642
    
    
    
    4,644Total liabilities and stockholders equity
    
    
    30,957
    
    
    
    14,466
   76




---



##### Table of Contents



CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (In $000s, except share and per share amounts)
 Period fromAugust 13,1996Year ended
    
    
    Year ended
    
    
    Year ended
    
    
    (inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2008
    
    
    2009
    
    
    2009Revenues:Collaboration and research and development revenue
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    3,000Product Revenue
    
    
    
    
    
    
    838
    
    
    
    910
    
    
    
    1,748Grant revenue
    
    
    119
    
    
    
    39
    
    
    
    1
    
    
    
    3,636129
    
    
    
    877
    
    
    
    911
    
    
    
    8,384Operating expenses:Cost of goods sold
    
    
    
    
    
    
    429
    
    
    
    545
    
    
    
    974Research and development
    
    
    19,569
    
    
    
    18,869
    
    
    
    9,766
    
    
    
    170,179Selling, general and administrative
    
    
    12,033
    
    
    
    15,354
    
    
    
    8,538
    
    
    
    71,846Goodwill and intangibles impairment
    
    
    
    
    
    
    7,934
    
    
    
    
    
    
    
    7,934Other restructuring costs
    
    
    1,554
    
    
    
    489
    
    
    
    366
    
    
    
    2,634Total operating expenses
    
    
    33,156
    
    
    
    43,075
    
    
    
    19,215
    
    
    
    253,567Operating loss
    
    
    (33,027
    )
    
    
    (42,198
    )
    
    
    (18,304
    )
    
    
    (245,183
    )Other income (expense):Costs associated with aborted 2004 IPO
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,550
    )Payment under guarantee
    
    
    
    
    
    
    
    
    
    
    (1,652
    )
    
    
    (1,652
    )Change in valuation of derivative
    
    
    (93
    )
    
    
    
    
    
    
    
    
    
    
    (308
    )Change in valuation of warrants liability
    
    
    3,205
    
    
    
    3,502
    
    
    
    (299
    )
    
    
    6,408Warrant re-pricing
    
    
    
    
    
    
    
    
    
    
    (44
    )
    
    
    (44
    )Foreign exchange gains / (losses)
    
    
    490
    
    
    
    (4,501
    )
    
    
    (144
    )
    
    
    (4,187
    )Interest income
    
    
    3,554
    
    
    
    1,380
    
    
    
    102
    
    
    
    13,643Interest expense
    
    
    (223
    )
    
    
    (318
    )
    
    
    (177
    )
    
    
    (4,634
    )Total other income, net
    
    
    6,933
    
    
    
    63
    
    
    
    (2,214
    )
    
    
    5,676Loss before taxes
    
    
    (26,094
    )
    
    
    (42,135
    )
    
    
    (20,518
    )
    
    
    (239,507
    )Income tax benefit
    
    
    2,041
    
    
    
    1,749
    
    
    
    948
    
    
    
    17,222Net loss
    
    
    (24,053
    )
    
    
    (40,386
    )
    
    
    (19,570
    )
    
    
    (222,285
    )Dividends on Preferred Ordinary shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (38,123
    )Net loss applicable to common shareholders
    
    
    (24,053
    )
    
    
    (40,386
    )
    
    
    (19,570
    )
    
    
    (260,408
    )Net loss per share  basic and diluted
    
    $
    (1.21
    )
    
    $
    (1.98
    )
    
    $
    (0.88
    )Weighted average common shares outstanding
    
    
    19,873,911
    
    
    
    20,433,129
    
    
    
    22,196,840
   77




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##### Table of Contents



CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
 (In $000s, except share and per share amounts)
 DeficitAccumulated
    
    
    
    
    
    
    accumulatedAdditional
    
    
    other
    
    
    
    
    
    
    duringpaid in
    
    
    comprehensive
    
    
    Deferred
    
    
    developmentPreferred Stock
    
    
    Common Stock
    
    
    capital
    
    
    income/(loss)
    
    
    compensation
    
    
    stage
    
    
    TotalNo.
    
    
    $000
    
    
    No.
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000On incorporation,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issue of shares for cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Translation 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,217Issue of shares for IP rights agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    262
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    262Deferred stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,002
    
    
    
    
    
    
    
    (2,002
    )
    
    
    
    
    
    
    Amortization of deferred stock-based
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    302
    
    
    
    
    
    
    
    302Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55
    
    
    
    
    
    
    
    
    
    
    
    55Loss 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
    )
    
    
    2,009Amortization of deferred stock-based
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    406
    
    
    
    
    
    
    
    406Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11
    
    
    
    
    
    
    
    
    
    
    
    11Loss 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
    )
   78




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##### Table of Contents



CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (contd)
 (In $000s, except share and per share amounts)
 DeficitAccumulated
    
    
    
    
    
    
    accumulatedAdditional
    
    
    other
    
    
    
    
    
    
    duringpaid in
    
    
    comprehensive
    
    
    Deferred
    
    
    developmentPreferred Stock
    
    
    Common Stock
    
    
    capital
    
    
    income/(loss)
    
    
    compensation
    
    
    stage
    
    
    TotalNo.
    
    
    $000
    
    
    No.
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000Issue of shares for cash, net of
issuance costs
    
    
    
    
    
    
    
    
    
    
    538,889
    
    
    
    1
    
    
    
    12,716
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,717Issue of shares on conversion of
bridging loan
    
    
    
    
    
    
    
    
    
    
    90,602
    
    
    
    
    
    
    
    1,638
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,638Issue of shares in lieu of cash bonus
    
    
    
    
    
    
    
    
    
    
    9,060
    
    
    
    
    
    
    
    164
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    164Issue of shares for research &
development agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    409
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    409Exercise of share options
    
    
    
    
    
    
    
    
    
    
    2,265
    
    
    
    
    
    
    
    40
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40Deferred stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    167
    
    
    
    
    
    
    
    (167
    )
    
    
    
    
    
    
    Amortization of deferred stock-based
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    433
    
    
    
    
    
    
    
    433Translation 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
    )
    
    
    7,983Deferred stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    294
    
    
    
    
    
    
    
    (294
    )
    
    
    
    
    
    
    Amortization of deferred stock-based
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    275
    
    
    
    
    
    
    
    275Translation 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
    )
   79




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##### Table of Contents



CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (contd)
 (In $000s, except share and per share amounts)
 DeficitAccumulated
    
    
    
    
    
    
    accumulatedAdditional
    
    
    other
    
    
    
    
    
    
    duringpaid in
    
    
    comprehensive
    
    
    Deferred
    
    
    developmentPreferred Stock
    
    
    Common Stock
    
    
    capital
    
    
    income/(loss)
    
    
    compensation
    
    
    stage
    
    
    TotalNo.
    
    
    $000
    
    
    No.
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000Issue of shares for cash, net of
issuance costs
    
    
    
    
    
    
    
    
    
    
    5,451
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of share options for cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    106
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    106Issue of shares for license agreement
    
    
    
    
    
    
    
    
    
    
    4,510
    
    
    
    
    
    
    
    183
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    183Fair value of warrants issued to
shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,215
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,215Deferred stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    363
    
    
    
    
    
    
    
    (363
    )
    
    
    
    
    
    
    Amortization of deferred stock-based
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    672
    
    
    
    
    
    
    
    672Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    191
    
    
    
    
    
    
    
    
    
    
    
    191Loss 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12Deferred stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (84
    )
    
    
    
    
    
    
    84
    
    
    
    
    
    
    
    Amortization of deferred stock-based
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    305
    
    
    
    
    
    
    
    305Translation 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
    )
   80




---



##### Table of Contents



CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (contd)
 (In $000s, except share and per share amounts)
 DeficitAccumulated
    
    
    
    
    
    
    accumulatedAdditional
    
    
    other
    
    
    
    
    
    
    duringpaid in
    
    
    comprehensive
    
    
    Deferred
    
    
    developmentPreferred Stock
    
    
    Common Stock
    
    
    capital
    
    
    income/(loss)
    
    
    compensation
    
    
    stage
    
    
    TotalNo.
    
    
    $000
    
    
    No.
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000Issue of shares for cash, net of
issuance costs
    
    
    
    
    
    
    
    
    
    
    1,510,288
    
    
    
    1
    
    
    
    27,634
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,635Exercise of share options for cash
    
    
    
    
    
    
    
    
    
    
    6,549
    
    
    
    
    
    
    
    115
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    115Conversion of Preferred C Ordinary
shares
    
    
    
    
    
    
    
    
    
    
    3,769,139
    
    
    
    4
    
    
    
    58,144
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,148Amortization of deferred
stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    217
    
    
    
    
    
    
    
    217Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,343
    )
    
    
    
    
    
    
    
    
    
    
    (1,343
    )Loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (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
    )
    
    
    37,648Issues of shares for cash, net of
issuance costs
    
    
    
    
    
    
    
    
    
    
    430,571
    
    
    
    1
    
    
    
    8,540
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,541Exercise of warrants for cash
    
    
    
    
    
    
    
    
    
    
    22,630
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
   81




---



##### Table of Contents



CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (contd)
 DeficitAccumulated
    
    
    
    
    
    
    accumulatedAdditional
    
    
    other
    
    
    
    
    
    
    duringpaid-in
    
    
    comprehensive
    
    
    Deferred
    
    
    developmentPreferred Stock
    
    
    Common Stock
    
    
    capital
    
    
    income/(loss)
    
    
    compensation
    
    
    stage
    
    
    TotalNo.
    
    
    $000
    
    
    No.
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000Deferred stock-based
compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,050
    )
    
    
    
    
    
    
    132
    
    
    
    
    
    
    
    (1,918
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,424
    
    
    
    
    
    
    
    
    
    
    
    2,424Loss 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
    )
    
    
    23,953Translation 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
    )
    
    
    4,119Issue 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,255Loan from Cyclacel Group
plc waived
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,420
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,420Issue of common stock and
warrants for cash
    
    
    
    
    
    
    
    
    
    
    6,428,572
    
    
    
    6
    
    
    
    42,356
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,362Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,600Change in unrealized loss
on investment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    5Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    416
    
    
    
    
    
    
    
    
    
    
    
    416Loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29,258
    )
    
    
    (29,258
    )
   82




---



##### Table of Contents



CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (contd)
 DeficitAccumulated
    
    
    
    
    
    
    accumulatedAdditional
    
    
    other
    
    
    
    
    
    
    duringpaid-in
    
    
    comprehensive
    
    
    Deferred
    
    
    developmentPreferred Stock
    
    
    Common Stock
    
    
    capital
    
    
    income/(loss)
    
    
    compensation
    
    
    stage
    
    
    TotalNo.
    
    
    $000
    
    
    No.
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000Comprehensive 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
    )
    
    
    53,919Loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,053
    )
    
    
    (24,053
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (93
    )
    
    
    
    
    
    
    
    
    
    
    (93
    )Comprehensive loss for the
year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,146
    )Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,733
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,733Issue of common stock upon
exercise of stock options
    
    
    
    
    
    
    
    
    
    
    25,508
    
    
    
    
    
    
    
    163
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    163Issue of common stock for
cash on registered direct
offering, net of expenses
    
    
    
    
    
    
    
    
    
    
    4,249,668
    
    
    
    4
    
    
    
    33,353
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,357Preferred stock dividends
declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (307
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (307
    )Issue of warrants in
connection with registered
direct offering
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,750
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,750
    )Balance at December 31, 2007
    
    
    2,046,813
    
    
    
    2
    
    
    
    20,433,129
    
    
    
    20
    
    
    
    222,906
    
    
    
    (2,630
    )
    
    
    
    
    
    
    (162,329
    )
    
    
    57,969Loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (40,386
    )
    
    
    (40,386
    )Unrealized foreign exchange
on intercompany loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,330
    )
    
    
    
    
    
    
    
    
    
    
    (12,330
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,918
    
    
    
    
    
    
    
    
    
    
    
    14,918Comprehensive loss for the
year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37,798
    )
   83




---



##### Table of Contents



CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (contd)
 DeficitAccumulated
    
    
    
    
    
    
    accumulatedAdditional
    
    
    other
    
    
    
    
    
    
    duringpaid-in
    
    
    comprehensive
    
    
    Deferred
    
    
    developmentPreferred Stock
    
    
    Common Stock
    
    
    capital
    
    
    income/(loss)
    
    
    compensation
    
    
    stage
    
    
    TotalNo.
    
    
    $000
    
    
    No.
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,698
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,698Preferred stock dividends
declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,227
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,227
    )Balance at December 31, 2008
    
    
    2,046,813
    
    
    
    2
    
    
    
    20,433,129
    
    
    
    20
    
    
    
    223,377
    
    
    
    (42
    )
    
    
    
    
    
    
    (202,715
    )
    
    
    20,642Loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,570
    )
    
    
    (19,570
    )Unrealized foreign exchange
on intercompany loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,651
    
    
    
    
    
    
    
    
    
    
    
    5,651Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,589
    )
    
    
    
    
    
    
    
    
    
    
    (5,589
    )Warrant re-pricing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44Issue of common stock for
cash on registered direct
offering, net of expenses
    
    
    
    
    
    
    
    
    
    
    4,000,000
    
    
    
    4
    
    
    
    2,843
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,847Issue of common stock upon
draw down of Committed
Equity Finance Facility
    
    
    
    
    
    
    
    
    
    
    1,255,024
    
    
    
    2
    
    
    
    1,028
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,030Issue of common stock upon
exercise of stock options,
restricted stock units and
restricted stock
    
    
    
    
    
    
    
    
    
    
    55,210
    
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    810
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    810Preferred stock dividends
declared
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,228
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,228
    )Balance at 31 December, 2009
    
    
    2,046,813
    
    
    
    2
    
    
    
    25,743,363
    
    
    
    26
    
    
    
    226,881
    
    
    
    20
    
    
    
    
    
    
    
    (222,285
    )
    
    
    4,644
   84




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##### Table of Contents



CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Period fromAugust 13,1996Year ended
    
    
    Year ended
    
    
    Year ended
    
    
    (inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2008
    
    
    2009
    
    
    2009$000
    
    
    $000
    
    
    $000
    
    
    $000Operating activities:Net loss
    
    
    (24,053
    )
    
    
    (40,386
    )
    
    
    (19,570
    )
    
    
    (222,285
    )Adjustments to reconcile net loss to net cash
used in operating activities:Accretion of guaranteed stock
    
    
    10
    
    
    
    (10
    )
    
    
    
    
    
    
    Amortization of interest payable on notes
payable
    
    
    19
    
    
    
    79
    
    
    
    2
    
    
    
    100Amortization of investment premiums, net
    
    
    (844
    )
    
    
    (1,444
    )
    
    
    20
    
    
    
    (2,297
    )Change in valuation of derivative
    
    
    93
    
    
    
    
    
    
    
    
    
    
    
    308Change in valuation of warrants
    
    
    (3,205
    )
    
    
    (3,502
    )
    
    
    299
    
    
    
    (6,408
    )Warrant re-pricing
    
    
    
    
    
    
    
    
    
    
    44
    
    
    
    44Depreciation
    
    
    946
    
    
    
    1,154
    
    
    
    668
    
    
    
    11,857Amortization of intangible assets
    
    
    178
    
    
    
    708
    
    
    
    
    
    
    
    886Fixed asset impairment
    
    
    
    
    
    
    
    
    
    
    221
    
    
    
    221Unrealized foreign exchange (gains) losses
    
    
    (449
    )
    
    
    4,831
    
    
    
    
    
    
    
    7,747Deferred revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (98
    )Compensation for warrants issued to non
employees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,215Shares issued for IP rights
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    446Gain on disposal of property, plant and
equipment
    
    
    
    
    
    
    2
    
    
    
    83
    
    
    
    112Goodwill and intangibles impairment
    
    
    
    
    
    
    7,934
    
    
    
    
    
    
    
    7,934Stock-based compensation
    
    
    1,733
    
    
    
    1,698
    
    
    
    810
    
    
    
    16,395Provision for restructuring
    
    
    1,554
    
    
    
    
    
    
    
    
    
    
    
    1,779Amortization of issuance costs of Preferred
Ordinary C shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,517Changes in operating assets and liabilities:Prepaid expenses and other current assets
    
    
    (653
    )
    
    
    1,732
    
    
    
    1,716
    
    
    
    (748
    )Accounts payable and other current
liabilities
    
    
    1,531
    
    
    
    (2,701
    )
    
    
    514
    
    
    
    (986
    )Net cash used in operating activities
    
    
    (23,140
    )
    
    
    (29,905
    )
    
    
    (15,193
    )
    
    
    (181,261
    )
   85




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##### Table of Contents



CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
 CONSOLIDATED STATEMENTS OF CASH FLOWS (contd)
 Period fromAugust 13, 1996Year ended
    
    
    Year ended
    
    
    Year ended
    
    
    (inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2008
    
    
    2009
    
    
    2009$000
    
    
    $000
    
    
    $000
    
    
    $000Investing activities:Purchase of ALIGN
    
    
    (3,763
    )
    
    
    
    
    
    
    
    
    
    
    (3,763
    )Purchase of property, plant and equipment
    
    
    (1,773
    )
    
    
    (366
    )
    
    
    (15
    )
    
    
    (8,823
    )Proceeds from sale of property, plant
and equipment
    
    
    
    
    
    
    
    
    
    
    91
    
    
    
    117Purchase of short-term investments on
deposit, net of maturities
    
    
    (153,597
    )
    
    
    (3,057
    )
    
    
    
    
    
    
    (156,657
    )Cash proceeds from redemption of short
term securities
    
    
    136,440
    
    
    
    30,765
    
    
    
    1,483
    
    
    
    162,729Net cash provided by (used in) investing
activities
    
    
    (22,693
    )
    
    
    27,342
    
    
    
    1,559
    
    
    
    (6,397
    )Financing activities:Payments of capital lease obligations
    
    
    (89
    )
    
    
    (11
    )
    
    
    
    
    
    
    (3,719
    )Proceeds from issuance of ordinary and
preferred ordinary shares, net of
issuance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,858Proceeds from issuance of common stock
and warrants, net of issuance costs
    
    
    33,357
    
    
    
    
    
    
    
    3,845
    
    
    
    79,828Proceeds from the exercise of stock
options and issue of warrants, net of
issuance costs
    
    
    163
    
    
    
    
    
    
    
    7
    
    
    
    170Payment of preferred stock dividend
    
    
    (1,223
    )
    
    
    (1,227
    )
    
    
    
    
    
    
    (3,372
    )Repayment of government loan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (455
    )Government loan received
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    414Loan received from Cyclacel Group plc
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,103Proceeds of committable loan notes
issued from shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,883Loans received from shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,645Cash and cash equivalents assumed on
stock purchase of Xcyte
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,915Costs associated with stock purchase
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,951
    )Net cash provided by (used in) financing
activities
    
    
    32,208
    
    
    
    (1,238
    )
    
    
    3,852
    
    
    
    199,319Effect of exchange rate changes on cash
and cash equivalents
    
    
    374
    
    
    
    (2,966
    )
    
    
    (2,945
    )
    
    
    (168
    )Net (decrease) increase in cash and cash
equivalents
    
    
    (13,251
    )
    
    
    (6,767
    )
    
    
    (12,727
    )
    
    
    11,493Cash and cash equivalents, beginning of
period
    
    
    44,238
    
    
    
    30,987
    
    
    
    24,220
    
    
    
    Cash and cash equivalents, end of period.
    
    
    30,987
    
    
    
    24,220
    
    
    
    11,493
    
    
    
    11,493
   86




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##### Table of Contents



CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
 CONSOLIDATED STATEMENTS OF CASH FLOWS (contd)
 Period fromAugust 13, 1996Year ended
    
    
    Year ended
    
    
    Year ended
    
    
    (inception) toDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2008
    
    
    2009
    
    
    2009$000
    
    
    $000
    
    
    $000
    
    
    $000Supplemental cash flow information:Cash received during the period for:Interest
    
    
    2,437
    
    
    
    723
    
    
    
    59
    
    
    
    11,704Taxes
    
    
    2,045
    
    
    
    2,033
    
    
    
    1,523
    
    
    
    16,440Cash paid during the period for:Interest
    
    
    (858
    )
    
    
    
    
    
    
    (78
    )
    
    
    (1,759
    )Schedule of non-cash transactionsAcquisitions of equipment purchased
through capital leases
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,470Issuance of common shares in connection
with license agreements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    592Issuance of Ordinary shares on
conversion of bridging loan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,638Issuance of Preferred Ordinary
C shares on conversion of secured
convertible loan notes and accrued
interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,893Issuance of Ordinary shares in lieu of
cash bonus
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    164Issuance of other long term on ALIGN
acquisition
    
    
    1,122
    
    
    
    
    
    
    
    
    
    
    
    1,122
   87




---



##### Table of Contents



CYCLACEL PHARMACEUTICALS, INC.
(A Development Stage Company)
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1 Organization of the Company
   
    
    Acute myeloid leukemia, or AML in the elderly;
 
    
    Myelodysplastic syndromes, or MDS; and
 
    
    Non-small cell lung cancer or NSCLC.
 ® ® ®
   Basis of Presentation
  2 Summary of Significant Accounting Policies
 Use of Estimates
   88




---



##### Table of Contents



Concentration of Credit Risk and Other Risks and Uncertainties
    Foreign currency and currency translation
   Segments
 Segment Reporting
 Cash and Cash Equivalents
   89




---



##### Table of Contents



Short-term Investments
   Trade Accounts Receivable and Allowance for Doubtful Accounts
  Inventory
    90




---



##### Table of Contents



Fair Value of Financial Instruments
  Property, Plant and Equipment
  Goodwill and intangible assets
 Intangibles  Goodwill and Other
 Business Combinations
 Impairment of Long-lived Assets
 Property, Plant, and Equipment
    91




---



##### Table of Contents



Revenue Recognition
 Product sales
  Revenue Recognition -Products Revenue
Recognition  Overall
 Collaboration, research and development, and grant revenue
    Clinical Trial Accounting
  Research and Development Expenditures
   92




---



##### Table of Contents



Patent Costs
  Leased Assets
   Income Taxes
  Income taxes
  Net Loss Per Common Share
 Earnings Per
Share
 Years ended December 31,2007
    
    
    2008
    
    
    2009Stock options
    
    
    2,592,246
    
    
    
    3,674,899
    
    
    
    3,349,876Restricted Stock and Restricted Stock Units
    
    
    
    
    
    
    141,700
    
    
    
    91,145Convertible preferred stock
    
    
    870,980
    
    
    
    870,980
    
    
    
    870,980Cyclacel stock to be issued on October 5, 2008
    
    
    46,044
    
    
    
    
    
    
    
    Common stock issuable to Kingsbridge
    
    
    
    
    
    
    
    
    
    
    328,602Common stock warrants
    
    
    3,809,703
    
    
    
    3,809,272
    
    
    
    7,044,363Total shares excluded from calculation
    
    
    7,318,973
    
    
    
    8,496,851
    
    
    
    11,684,966
  93




---



##### Table of Contents



Derivative Instruments
 Derivatives and Hedging
   Stock-based Compensation
 Compensation  Stock Compensation
   94




---



##### Table of Contents



Comprehensive Income (Loss)
 Comprehensive Income
 Restructuring Expense
 Exit or Disposal Cost Obligation
  Recent Accounting Pronouncements
  95




---



##### Table of Contents



Subsequent Events
  96




---



##### Table of Contents



The FASB Accounting Standards Codification the
Hierarchy of Generally Accepted Accounting Principles
 3 Significant Contracts
 Distribution, Licensing and Research Agreements
    4 Acquisition
   97




---



##### Table of Contents



5 Cash and Cash Equivalents
  December 31,2008
    
    
    2009$000
    
    
    $000Cash
    
    
    4,580
    
    
    
    2,996Deposits with original maturity of less than three months
    
    
    19,640
    
    
    
    8,49724,220
    
    
    
    11,493
 6 Short-term Investments
  December 31, 2008Gross
    
    
    GrossAmortized
    
    
    unrealized
    
    
    unrealizedcost
    
    
    gains
    
    
    losses
    
    
    Fair value$000
    
    
    $000
    
    
    $000
    
    
    $000Corporate bonds & commercial paper
    
    
    1,501
    
    
    
    1
    
    
    
    
    
    
    
    1,502
    Fair value measurements
 Fair
 Value Measurements and Disclosures (ASC 820)
 
    
    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.
  98




---



##### Table of Contents



Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Total$000
    
    
    $000
    
    
    $000
    
    
    $000Warrants
    
    
    
    
    
    
    342
    
    
    
    
    
    
    
    342
 7 Prepaid Expenses and Other Current Assets
  December 31,2008
    
    
    2009$000
    
    
    $000Research and development tax credit receivable
    
    
    1,530
    
    
    
    1,096Prepayments
    
    
    1,017
    
    
    
    456Other current assets
    
    
    237
    
    
    
    1792,784
    
    
    
    1,731
 8 Property, Plant and Equipment
  Useful lives in years from
    
    December 31,date of acquisition
    
    2008
    
    
    2009$000
    
    
    $000Leasehold improvements
    
    Life of lease (15 yrs)
    
    
    811
    
    
    
    860Research and laboratory equipment
    
    3 to 5 yrs
    
    
    7,170
    
    
    
    7,894Office equipment and furniture
    
    3 to 5 yrs
    
    
    1,859
    
    
    
    1,2809,840
    
    
    
    10,034Less: accumulated depreciation
and amortization
    
    
    
    
    (8,003
    )
    
    
    (8,912
    )Impairment
    
    
    
    
    (89
    )
    
    
    (221
    )1,748
    
    
    
    901
     99




---



##### Table of Contents



9 Intangible Assets and Goodwill
  BeneficialcontractLicense
    
    
    Customer
    
    
    ALIGN trade
    
    
    Non-compete
    
    
    pricingagreements
    
    
    relationships
    
    
    name
    
    
    agreements
    
    
    arrangement
    
    
    TotalIntangible AssetsUseful lives in years from date of acquisition
    
    7 yrs
    
    
    7 yrs
    
    
    2 yrs
    
    
    2 yrs
    
    
    2 yrs
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000
    
    
    $000Balance as of December 31, 2007
    
    
    2,945
    
    
    
    516
    
    
    
    88
    
    
    
    343
    
    
    
    413
    
    
    
    4,305Less: amortization
    
    
    (295
    )
    
    
    (51
    )
    
    
    (38
    )
    
    
    (147
    )
    
    
    (177
    )
    
    
    (708
    )Less: impairment charge
    
    
    (2,650
    )
    
    
    (465
    )
    
    
    (50
    )
    
    
    (196
    )
    
    
    (236
    )
    
    
    (3,597
    )Balance as of December 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Intangibles
 ® ® ®
  Goodwill
 Business Combinations
   100




---



##### Table of Contents



10 Accrued and Other Current Liabilities
  December 31,2008
    
    
    2009$000
    
    
    $000Accrued research and development
    
    
    3,653
    
    
    
    2,654Accrued IP / Patent costs
    
    
    264
    
    
    
    283Accrued compensation
    
    
    707
    
    
    
    136Amount payable under license agreement
    
    
    594
    
    
    
    651Amount payable under guarantee
    
    
    
    
    
    
    796Proposed preference dividend
    
    
    307
    
    
    
    1,228Other current liabilities
    
    
    1,276
    
    
    
    9616,801
    
    
    
    6,709
 11 Commitments and contingencies
 General
  Leases
  Operatingleaseobligations$ 0002010
    
    
    1,6062011
    
    
    6712012
    
    
    4152013
    
    
    4072014
    
    
    407Thereafter
    
    
    4,396
  101




---



##### Table of Contents



Guarantee
   102




---



##### Table of Contents



Purchase Obligations
  Preferred Dividends
  Legal proceedings
  12 Stockholders Equity
 Preferred stock
    103




---



##### Table of Contents



Year from November 1, 2009 to October 31, 2010
    
    $
    10.30Year from November 1, 2010 to October 31, 2011
    
    $
    10.24Year from November 1, 2011 to October 31, 2012
    
    $
    10.18Year from November 1, 2012 to October 31, 2013
    
    $
    10.12Year from November 1, 2013 to October 31, 2014
    
    $
    10.06November 1, 2014 and thereafter
    
    $
    10.00
    104




---



##### Table of Contents



Common Stock
 March 2006 Stock Purchase Agreement
  April 2006 Securities Purchase Agreement
  February 2007 Registered Direct Offering
   July 2009 Registered Direct Financing
   105




---



##### Table of Contents



December 2007 Committed Equity Financing Facility (CEFF)
     106




---



##### Table of Contents



Common Stock Warrants
  WeightedExpiration
    
    
    Common Shares
    
    
    AverageIssued in Connection With
    
    Date
    
    
    Issuable
    
    
    Exercise PriceMarch 2006 stock issuance
    
    
    2013
    
    
    
    2,571,429
    
    
    
    7.00February 2007 stock issuance
    
    
    2014
    
    
    
    1,062,412
    
    
    
    8.44December 2007 CEFF
    
    
    2012
    
    
    
    175,000
    
    
    
    1.40July 2009 Series I stock issuance
    
    
    2010
    
    
    
    2,500,000
    
    
    
    1.00July 2009 Series II stock issuance
    
    
    2014
    
    
    
    735,522
    
    
    
    1.00Total
    
    
    
    
    
    
    7,044,363
    
    
    
    4.32
 Exercise of Stock Options
  13 Stock-Based Compensation Arrangements
  1 4
   Year ended
    
    
    Year ended
    
    
    Year endedDecember 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2008
    
    
    2009($000s)Research and development
    
    
    837
    
    
    
    736
    
    
    
    271Selling, general and administrative
    
    
    896
    
    
    
    962
    
    
    
    539Stock-based compensation costs
before income taxes
    
    $
    1,733
    
    
    $
    1,698
    
    
    $
    810
  107




---



##### Table of Contents



2006 Plans
      Acceleration of Options
    Cyclacel Plans
   108




---



##### Table of Contents



Xcyte Plans
     WeightedWeighted
    
    
    averageNumber of
    
    
    average
    
    
    remaining
    
    
    Aggregateoptions
    
    
    exercise
    
    
    contractual
    
    
    intrinsicCyclacel Pharmaceuticals, Inc.
    
    outstanding
    
    
    price
    
    
    term (years)
    
    
    valueBalance as of December 31, 2007
    
    
    2,592,346
    
    
    $
    6.39
    
    
    
    9.14
    
    
    
    Granted
    
    
    1,469,575
    
    
    $
    1.18Exercised
    
    
    
    
    
    
    Cancelled/forfeited
    
    
    (387,022
    )
    
    $
    5.92Options outstanding at December 31, 2008
    
    
    3,674,899
    
    
    $
    4.36
    
    
    
    8.74
    
    
    
    2Granted
    
    
    221,000
    
    
    $
    0.39Exercised
    
    
    (17,180
    )
    
    $
    0.43
    
    
    
    
    
    
    
    7Cancelled/forfeited
    
    
    (528,843
    )
    
    $
    3.76Options outstanding at December 31, 2009
    
    
    3,349,876
    
    
    $
    4.21
    
    
    
    7.76
    
    
    
    698Unvested at December 31, 2009
    
    
    1,381,616
    
    
    $
    2.62
    
    
    
    8.43
    
    
    
    484Vested and exercisable at December 31,
2009
    
    
    1,968,260
    
    
    $
    5.34
    
    
    
    7.79
    
    
    
    
  109




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##### Table of Contents



Weighted AverageExercise
    
    Number
    
    
    remaining
    
    
    Numberprice
    
    outstanding
    
    
    contractual life
    
    
    exercisable$0.31  1.98
    
    
    1,176,146
    
    
    
    8.92
    
    
    
    365,6762.15  4.95
    
    
    223,667
    
    
    
    8.04
    
    
    
    107,1345.26  5.81
    
    
    619,030
    
    
    
    7.79
    
    
    
    324,7386.30  8.30
    
    
    1,309,033
    
    
    
    6.71
    
    
    
    1,148,71215.00  45.30
    
    
    22,000
    
    
    
    5.12
    
    
    
    22,0003,349,876
    
    
    
    
    
    
    
    1,968,260
  Year ended
    
    Year ended
    
    Year endedDecember 31,
    
    December 31,
    
    December 31,2007
    
    2008
    
    2009Expected term (years)
    
    4.25  6.00
    
    4.25  6.00
    
    0.75  5 YrsRisk free interest rate
    
    3.28  5.07%
    
    1.54  3.76%
    
    0.325  .84%Volatility
    
    65  80%
    
    45  75%
    
    65  169%Dividends
    
    0.00%
    
    0.00%
    
    0.00%Resulting weighted average grant date fair value
    
    $3.68
    
    $0.68
    
    $0.39
    110




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##### Table of Contents



Restricted Stock
  Weighted Average GrantRestricted Stock Units
    
    
    Date Value Per ShareNon-vested at December 31, 2007
    
    
    
    
    
    
    Granted
    
    
    50,000
    
    
    $
    0.44Non-vested at December 31, 2008
    
    
    50,000
    
    
    $
    0.44Granted
    
    
    
    
    
    
    Vested
    
    
    (13,542
    )
    
    $
    0.44Cancelled
    
    
    
    
    
    
    Non-vested at December 31, 2009
    
    
    36,458
    
    
    $
    0.44
  111




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##### Table of Contents



Restricted Stock Units
  Weighted Average GrantRestricted Stock Units
    
    
    Date Value Per ShareNon-vested at December 31, 2007
    
    
    
    
    
    
    Granted
    
    
    91,700
    
    
    $
    0.44Non-vested at December 31, 2008
    
    
    91,700
    
    
    $
    0.44Granted
    
    
    
    
    
    
    Vested
    
    
    (24,488
    )
    
    $
    0.44Cancelled
    
    
    (12,525
    )
    
    $
    0.44Non-vested at December 31, 2009
    
    
    54,687
    
    
    $
    0.44
 14 Restructuring
    112




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##### Table of Contents



Lease restructuring
    
    
    Sales taxcharges
    
    
    assessment
    
    
    Total$000
    
    
    $000
    
    
    $000Balance at December 31, 2007
    
    
    2,995
    
    
    
    270
    
    
    
    3,265Cash payments
    
    
    (1,106
    )
    
    
    
    
    
    
    (1,106
    )Adjustments for lease-related
deferred expenses and liabilities
    
    
    202
    
    
    
    
    
    
    
    202Balance at December 31, 2008
    
    
    2,091
    
    
    
    270
    
    
    
    2,361Cash payments
    
    
    (1,156
    )
    
    
    (372
    )
    
    
    (1,528
    )Adjustments for lease-related
deferred expenses and liabilities
    
    
    127
    
    
    
    
    
    
    
    125Adjustment for sales tax assessment
    
    
    
    
    
    
    102
    
    
    
    102Balance at December 31, 2009
    
    
    1,062
    
    
    
    
    
    
    
    1,062Current
    
    
    1,062
    
    
    
    
    
    
    
    1,062Long term liabilities
    
    
    
    
    
    
    
    
    
    
    
 Lease restructuring charges
   Sales tax assessment
   15 Pension Plans
  4 01(k) Plan
   113




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##### Table of Contents



16 Taxes
  Year ended
    
    
    Year ended
    
    
    Year endedDecember 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2008
    
    
    2009$000
    
    
    $000
    
    
    $000Domestic
    
    
    (5,448
    )
    
    
    (11,337
    )
    
    
    (3,013
    )Foreign
    
    
    (20,646
    )
    
    
    (30,798
    )
    
    
    (17,505
    )Total loss before taxes
    
    
    (26,094
    )
    
    
    (42,135
    )
    
    
    (20,518
    )
  Year ended
    
    
    Year ended
    
    
    Year endedDecember 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2008
    
    
    2009$000
    
    
    $000
    
    
    $000Current  domestic
    
    
    (2
    )
    
    
    (4
    )
    
    
    (12
    )Current  foreign
    
    
    2,043
    
    
    
    1,753
    
    
    
    960Current  total
    
    
    2,041
    
    
    
    1,749
    
    
    
    948
   Year ended
    
    
    Year ended
    
    
    Year endedDecember 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2008
    
    
    2009$000
    
    
    $000
    
    
    $000Loss before income taxes
    
    
    (26,094
    )
    
    
    (42,135
    )
    
    
    (20,518
    )Income tax expense computed at statutory
federal tax rate
    
    
    (8,872
    )
    
    
    (14,361
    )
    
    
    (6,976
    )State income tax (net of federal benefit)
    
    
    1
    
    
    
    3
    
    
    
    8Disallowed expenses and non-taxable
income
    
    
    (3,005
    )
    
    
    (1,939
    )
    
    
    (773
    )Tax losses
    
    
    4,349
    
    
    
    3,584
    
    
    
    2,322Research and development tax relief
    
    
    (2,551
    )
    
    
    (2,191
    )
    
    
    (1,185
    )Valuation allowance
    
    
    7,272
    
    
    
    11,161
    
    
    
    4,605Change in state tax rate
    
    
    (268
    )Research and development tax credit rate
difference
    
    
    510
    
    
    
    438
    
    
    
    237Foreign tax rate differential
    
    
    525
    
    
    
    1,556
    
    
    
    814(2,039
    )
    
    
    (1,749
    )
    
    
    (948
    )
  114




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2008
    
    
    2009$000
    
    
    $000Net operating loss carryforwards
    
    
    35,140
    
    
    
    42, 534Depreciation, amortization and impairment of
property and equipment
    
    
    2,178
    
    
    
    1,996Lease restructuring charges
    
    
    817
    
    
    
    399Tax Credits
    
    
    61
    
    
    
    Stock Options
    
    
    582
    
    
    
    775Accrued Expenses
    
    
    1,563
    
    
    
    2,684Other
    
    
    110
    
    
    
    67Translation adjustment
    
    
    (2,814
    )
    
    
    (3,097
    )Deferred Tax Assets
    
    
    37,637
    
    
    
    45,358Valuation allowance for deferred tax assets
    
    
    (37,637
    )
    
    
    (45,358
    )Net deferred taxes
    
    
    
    
    
    
    
   2008
    
    
    2009$000
    
    
    $000Accumulated tax losses
    
    
    110,478
    
    
    
    131,685
     115




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##### Table of Contents



17 Segment and Geographic Information
   2007
    
    
    2008
    
    
    2009$000
    
    
    $000
    
    
    $000RevenueUnited States
    
    
    
    
    
    
    838
    
    
    
    910United Kingdom
    
    
    129
    
    
    
    39
    
    
    
    1129
    
    
    
    877
    
    
    
    911Net lossUnited States
    
    
    (1,783
    )
    
    
    (11,341
    )
    
    
    (3,007
    )United Kingdom
    
    
    (22,270
    )
    
    
    (29,045
    )
    
    
    (16,563
    )(24,053
    )
    
    
    (40,386
    )
    
    
    (19,570
    )Total AssetsUnited States
    
    
    66,947
    
    
    
    22,842
    
    
    
    10,460United Kingdom
    
    
    8,965
    
    
    
    8,115
    
    
    
    4,00675,912
    
    
    
    30,957
    
    
    
    14,466Long Lived Assets, netUnited States
    
    
    532
    
    
    
    516
    
    
    
    330United Kingdom
    
    
    2,484
    
    
    
    1,232
    
    
    
    5713,016
    
    
    
    1,748
    
    
    
    901
  116




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##### Table of Contents



18 Selected Quarterly Information (unaudited)
  For the three months endedMarch 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,2009
    
    
    2009
    
    
    2009
    
    
    2009$000, except per share amountsRevenues
    
    
    228
    
    
    
    266
    
    
    
    230
    
    
    
    187Loss before taxes
    
    
    (5,421
    )
    
    
    (7,278
    )
    
    
    (3,329
    )
    
    
    (4,490
    )Net loss applicable to common shareholders
    
    
    (5,063
    )
    
    
    (7,045
    )
    
    
    (3,124
    )
    
    
    (4,338
    )Net loss per share  basic and diluted (1)
    
    $
    (0.25
    )
    
    $
    (0.34
    )
    
    $
    (0.13
    )
    
    $
    (0.18
    )
 For the three months endedMarch 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,2008
    
    
    2008
    
    
    2008
    
    
    2008$000, except per share amountsRevenues
    
    
    177
    
    
    
    180
    
    
    
    269
    
    
    
    251Loss before taxes
    
    
    (6,927
    )
    
    
    (8,969
    )
    
    
    (18,058
    )
    
    
    (8,181
    )Net loss applicable to common shareholders
    
    
    (6,252
    )
    
    
    (8,544
    )
    
    
    (17,647
    )
    
    
    (7,943
    )Net loss per share  basic and diluted (1)
    
    $
    (0.31
    )
    
    $
    (0.42
    )
    
    $
    (0.86
    )
    
    $
    (0.39
    )
 (1)
    
    The addition of loss per common share by quarter may not equal the total loss per common
share for the year or year to date due to rounding. 19 Subsequent Events
         117




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Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9T.
    
    Controls and Procedures
 Managements Annual Report on Internal Control Over Financial Reporting
      Internal Control
 Integrated Framework
   118




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(b) Report of the Independent Registered Public Accounting Firm:
  Internal Control  Integrated Framework
     119




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Ernst & Young LLP
   Changes in Internal Control Over Financial Reporting
  
 Item 9B.
    
    Other information
 (a) Submission of matters to a vote of security holders
   120




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##### Table of Contents



PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance
  
 Item 11.
    
    Executive Compensation
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholders
Matters
  
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
  
 Item 14.
    
    Principal Accountant Fees and Services
   121




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Item 15.
    
    Exhibits and Financial Statement Schedules
       EXHIBITNUMBER
    
    DESCRIPTION1.1
    
    
    Placement Agent Agreement, dated July 23, 2009, by and between the Company and Lazard Capital Markets LLC (previously filed as
Exhibit 1.1 to the Registrants Current Report on Form 8-K, originally filed with the SEC on July 24, 2009, and incorporated herein
by reference).1.2
    
    
    Placement Agent Agreement, dated January 11, 2010, by and between the Company and ROTH Capital Partners, LLC (previously filed as
Exhibit 1.1 to the Registrants Current Report on Form 8-K, originally filed with the SEC on January 11, 2010, and incorporated
herein by reference).1.3
    
    
    Placement Agent Agreement, dated January 21, 2010, by and between the Company and ROTH Capital Partners, LLC (previously filed as
Exhibit 1.1 to the Registrants Current Report on Form 8-K, originally filed with the SEC on January 21, 2010, and incorporated
herein by reference).3.1
    
    
    Amended and Restated Certificate of Incorporation of Xcyte Therapies, Inc. (previously filed as Exhibit 3.1 to the Registrants
Registration Statement on Form S-1, File No. 333-109653, originally filed with the SEC on October 10, 2003, as subsequently
amended, and incorporated herein by reference).3.1.1
    
    
    Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Xcyte Therapies, Inc. (previously filed as
Exhibit 3.3.1 to the Registrants Quarterly Report on Form 10-Q, for the quarterly period ended March 31, 2006, originally filed
with the SEC on May 16, 2006, and incorporated herein by reference).3.2
    
    
    Amended and Restated Bylaws of Xcyte Therapies, Inc. (Previously filed as Exhibit 3.3 to Registrants Registration Statement on
Form S-1, File No. 333-109653, originally filed with the SEC on October 10, 2003, as subsequently amended, and incorporated herein
by reference).3.2.1
    
    
    Amendment No. 1 to the Amended and Restated Bylaws of Xcyte Therapies, Inc. (previously filed as Exhibit 3.01 to the Registrants
Current Report on Form 8-K, originally filed with the SEC on September 8, 2008, and incorporated herein by reference).3.3
    
    
    Preferred Stock Certificate of Designations (previously filed as Exhibit 3.2 to the Registrants Current Report on Form 8-K,
originally filed with the SEC on November 5, 2004, and incorporated herein by reference).4.1
    
    
    Specimen of Common Stock Certificate (previously filed as Exhibit 4.1 to Registrants Registration Statement on Form S-1, File
No. 333-109653, originally filed with the SEC on October 10, 2003, as subsequently amended, and incorporated herein by reference).4.2
    
    
    Specimen of Preferred Stock Certificate of Designation (previously filed as Exhibit 3.2 to Registrants Registration Statement on
Form S-1, File No. 333-119585, originally filed with the SEC on October 7, 2004, as subsequently amended, and incorporated herein
by reference).4.3
    
    
    Form of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock (previously filed as Exhibit 99.3 to the
Registrants Current Report on Form 8-K, originally filed with the SEC on April 28, 2006, and incorporated herein by reference).4.4
    
    
    Form of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock (previously filed as Exhibit 10.2 to the
Registrants Current Report on Form 8-K, originally filed with the SEC on February 15, 2007, and incorporated herein by reference).4.5
    
    
    Form of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock, dated December 10, 2007, issued to Kingsbridge
Capital Limited (previously filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K, originally filed with the SEC on
December 11, 2007, and incorporated herein by reference).4.6
    
    
    Registration Rights Agreement, dated December 10, 2007, by and between Cyclacel Pharmaceuticals, Inc. and Kingsbridge
Capital Limited (previously filed as Exhibit 4.2 to the Registrants Current Report on Form 8-K, originally filed with
the SEC on December 11, 2007, and incorporated herein by reference).4.7
    
    
    Amended and Restated Warrant to purchase Common Stock, dated as of November 24, 2009, issued by the Company to
Kingsbridge Capital Limited. (previously filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K,
originally filed with the SEC on November 25, 2009, and incorporated herein by reference).4.8
    
    
    Form of Series I Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock (previously filed as
Exhibit 4.1 to the Registrants Current Report on Form 8-K, originally filed with the SEC on July 24, 2009, and
incorporated herein by reference).4.9
    
    
    Form of Series II Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock (previously filed as
Exhibit 4.2 to the Registrants Current Report on Form 8-K, originally filed with the SEC on July 24, 2009, and
incorporated herein by reference).4.10
    
    
    Form of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock (previously filed as Exhibit 4.1 to
the Registrants Current Report on Form 8-K, originally filed with the SEC on January 11, 2010, and incorporated
herein by reference).4.11
    
    
    Form of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock (previously filed as Exhibit 4.1 to
the Registrants Current Report on Form 8-K, originally filed with the SEC on January 21, 2010, and incorporated
herein by reference).10.1
    
    
    Stock Purchase Agreement, dated December 15, 2005, between Xcyte Therapies, Inc., and Cyclacel Group plc (previously
filed as Exhibit 2.1 to the Registrants Current Report on Form 8-K, originally filed with the SEC on December 20,
2005, and incorporated herein by reference).
  122




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##### Table of Contents



EXHIBITNUMBER
    
    DESCRIPTION10.2
    
    
    Amendment No. 1 to the Stock Purchase Agreement, dated January 13, 2006, between Xcyte Therapies Inc., and Cyclacel
Group plc (previously filed as exhibit 2.1 to the Registrants current report on Form 8-K filed with the Commission on
January 19, 2006, and incorporated herein by reference).10.3
    
    
    Form of Securities Purchase Agreement, dated April 26, 2006 (previously filed as Exhibit 99.2 to the Registrants
Current Report on Form 8-K, originally filed with the SEC on April 28, 2006, and incorporated herein by reference).10.4
    
    
    Form of Subscription Agreement, dated February 13, 2007, by and between Cyclacel Pharmaceuticals, Inc. and certain
purchasers (previously filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K, originally filed with the
SEC on February 15, 2007, and incorporated herein by reference).10.5
    
    
    Form of Placement Agent Agreement, dated February 13, 2007, by and among Cyclacel Pharmaceuticals, Inc., Lazard
Capital Markets LLC, Needham & Company, LLC and ThinkEquity Partners LLC (previously filed as Exhibit 10.3 to the
Registrants Current Report on Form 8-K, originally filed with the SEC on February 15, 2007, and incorporated herein
by reference).10.6
    
    
    Asset Purchase Agreement by and among ALIGN Pharmaceuticals, LLC, ALIGN Holdings, LLC and Achilles Acquisition, LLC,
dated October 5, 2007 (previously filed as Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q, for the
quarterly period ended September 30, 2007, originally filed with the SEC on November 7, 2007, and incorporated herein
by reference).10.7
    
    
    Common Stock Purchase Agreement, dated December 10, 2007, by and between Cyclacel Pharmaceuticals, Inc. and
Kingsbridge Capital Limited (previously filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K,
originally filed with the SEC on December 11, 2007, and incorporated herein by reference).10.8
    
    
    Employment Offer Letter by and between Achilles Acquisition, LLC and William C. Collins, dated October 3, 2007
(previously filed as Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q, for the quarterly period ended
September 30, 2007, originally filed with the SEC on November 7, 2007, and incorporated herein by reference).10.9
    
    
    Amended and Restated 2006 Equity Incentive Plan (previously filed as Exhibit 10.1 to the Registrants Current Report
on Form 8-K, originally filed with the SEC on June 19, 2007, and incorporated herein by reference).10.10
    
    
    Employment Agreement by and between Cyclacel Pharmaceuticals, Inc. and Spiro Rombotis, dated as of January 1, 2008
(previously filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K, originally filed with the SEC on
March 24, 2008, and incorporated herein by reference).10.11
    
    
    Employment Agreement by and between Cyclacel Pharmaceuticals, Inc. and Paul McBarron, dated as of January 1, 2008
(previously filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K, originally filed with the SEC on
April 2, 2008, and incorporated herein by reference).10.12
    
    
    Amendment No. 1, dated as of December 31, 2008, to Employment Agreement by and between Cyclacel Pharmaceuticals, Inc.
and Spiro Rombotis, dated as of January 1, 2008 (previously filed as Exhibit 10.1 to the Registrants Quarterly Report
on Form 10-Q, for the quarterly period ended March 31, 2009, originally filed with the SEC on May 15, 2009, and
incorporated herein by reference).10.13
    
    
    Amendment No. 1 to Common Stock Purchase Agreement, dated as of November 24, 2009, by and between the Company and
Kingsbridge Capital Limited (previously filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K,
originally filed with the SEC on November 25, 2009, and incorporated herein by reference).10.14
    
    
    Form of Subscription Agreement between the Company and certain investors (previously filed as Exhibit 10.1 to the
Registrants Current Report on Form 8-K, originally filed with the SEC on July 24, 2009, and incorporated herein by
reference).10.15
    
    
    Form of Subscription Agreement between the Company and certain investors (previously filed as Exhibit 10.1 to the
Registrants Current Report on Form 8-K, originally filed with the SEC on January 11, 2010, and incorporated herein by
reference).10.16
    
    
    Form of Subscription Agreement between the Company and certain investors (previously filed as Exhibit 10.1 to the
Registrants Current Report on Form 8-K, originally filed with the SEC on January 21, 2010, and incorporated herein by
reference).10.17
    
    
    Agreement between the Company and Scottish Enterprise dated March 27, 2006 (previously filed as Exhibit 10.2 to the
Registrants Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2009, originally filed with the
SEC on August 13, 2009, and incorporated herein by reference).10.18
    
    
    Addendum to Agreement between the Company and Scottish Enterprise dated June 22, 2009 (previously filed as Exhibit
10.3 to the Registrants Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2009, originally filed
with the SEC on August 13, 2009, and incorporated herein by reference).21
    *
    
    Subsidiaries of Cyclacel Pharmaceuticals, Inc.23.1
    *
    
    Consent of Independent Registered Public Accounting Firm.31.1
    *
    
    Certificate of Spiro Rombotis, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    *
    
    Certification of Paul McBarron, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    **
    
    Certification of Spiro Rombotis, pursuant to Section 906 of the Sarbanes-Oxley Act of2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States
Code).32.2
    **
    
    Certification of Paul McBarron, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code).
 
    
    Indicates management compensatory plan, contract or arrangement.*
    
    Filed herewith.**
    
    Furnished herewith.  123




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##### Table of Contents



SIGNATURES
  CYCLACEL PHARMACEUTICALS, INC.Date: March 29, 2010
    By:
    /s/ Paul McBarronPaul McBarronChief Operating Officer &
Executive Vice President, Finance  Signature
    
    Title
    
    Date/s/ Spiro Rombotis

Spiro Rombotis
    
    President & Chief Executive
Officer (Principal Executive
Officer)
and Director
    
    March 29, 2010/s/ Paul McBarron

Paul McBarron
    
    Chief Operating Officer &
Executive Vice President, Finance
(Principal Financial and
Accounting Officer)
and Director
    
    March 29, 2010/s/ Dr. David UPrichard
    
    Chairman
    
    March 29, 2010Dr. David UPrichard/s/ Dr. Christopher Henney
    
    Vice Chairman
    
    March 29, 2010Dr. Christopher Henney/s/ Dr. Nicholas Bacopoulos
    
    Director
    
    March 29, 2010Dr. Nicholas Bacopoulos/s/ Sir John Banham
    
    Director
    
    March 29, 2010Sir John Banham/s/ Daniel Spiegelman
    
    Director
    
    March 29, 2010Daniel Spiegelman