Key aspects of the Purchase Agreement include:
- Cyclacel will control the timing and amount of any sales of common stock to Aspire and will know the sales price before directing Aspire to purchase shares;
- Aspire has no right to require any sales by the Company, but is obligated to make purchases as the Company directs, in accordance with the terms of the Purchase Agreement;
- There are no limitations on use of proceeds, financial covenants, restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement;
- The Purchase Agreement may be terminated by Cyclacel at any time, at its discretion, without any additional cost or penalty; and
- Cyclacel has issued to Aspire Capital 74,548 common shares as consideration for entering into the purchase agreement.