Cyclacel Pharmaceuticals cinches $45.3 million unit deal; FreeStar will close $10 million PIPE

By Sheri Kasprzak

New York, April 27 - Cyclacel Pharmaceuticals, Inc. led PIPE activity as stocks advanced and private placement activity fired back up.

In the PIPE, Cyclacel secured agreements for a $45,331,500 offering of 6.43 million units. The units, comprised of one share and one warrant for 0.4 of a share, were priced at $7.05 each, a slight premium to the company's $7.00 closing stock price on April 26. The whole warrants are exercisable at $7.00 each for seven years.

Cowen & Co., LLC was the bookrunner.

On Thursday, the stock climbed 9.71%, or 68 cents, to end the day at $7.68 (Nasdaq: CYCC).

The proceeds will be used to develop the company's three development-stage anticancer products - seliciclib, sapacitabine and CYC116.

"The proceeds of the financing together with our current cash, cash equivalents and marketable securities should provide the financial resources to expand development activities with the company's three development-stage anticancer products, seliciclib, sapacitabine and CYC116," said Spiro Rombotis, the company's chief executive officer, in a statement. "In addition, it will allow us to advance our preclinical drug pipeline developed from our research activities in cell-cycle biology."

Neither Rombotis nor Cyclacel's vice president of finance, Paul McBarron, returned telephone calls requesting comment on the offering by press time Thursday.

Looking to the company's latest earnings statement, Cyclacel reported a net loss of $29,416,000 for the year ended Dec. 31, 2005, compared with a net loss of $39,588,000 for the same period of 2004. As of Dec. 31, Cyclacel had $15.7 million in net working capital and an accumulated deficit of $155.6 million since Jan. 5, 1996.

Cyclacel, based in Short Hills, N.J., is a biopharmaceutical company focused on treatments for cancer.

FreeStar's $10 million deal

In the tech sector, FreeStar Technology Corp. penned a $10 million agreement with Svensk Kredit och Finans AB.

Svensk agreed to buy 25 million units of one share and one warrant at a weighted-average price of $0.40 each.

The warrants are exercisable at prices ranging from $1.50 to $3.00 each.

The financing agreement was announced Thursday morning, and by the end of the day, the stock had advanced 6.38%, or 3 cents, to close at $0.50 (OTCBB: FSRT).

"We have identified a number of opportunities for Rahaxi-FreeStar in the European and Scandinavian market where we can assist," said Magnus Erneving, Svensk's CEO, in a news release. "We consider our involvement with FreeStar a long-term investment."

"Our ability to access the financial markets in this fashion indicates the confidence which the financial community has in FreeStar's future," said Paul Egan, FreeStar's CEO, in a statement. "This $10 million financing, combined with the $9.2 million financing which we completed in March, further strengthens our balance sheet and provides us with the resources we need in order to execute our business plan.

"In addition, our revenue base continues to grow. FreeStar's international expansion strategy includes forming strategic business relationships with strong influential partners within the local financial target markets we are pursuing. We are therefore looking forward to the mutual opportunities with Standardbolag AB, through its ownership in Svensk Kredit och Finans AB. We are very excited about the value which we believe we are building for FreeStar shareholders."

Dublin, Ireland-based FreeStar develops payment-processing technologies.

X-Cal prices C$8.96 million PIPE

In Canada, X-Cal Resources Ltd. priced a C$8.96 million stock deal as gold prices dipped Thursday.

Gold fell $3.20 to settle at $638.80 per ounce after making substantial gains on Wednesday.

In the X-Cal offering, the company plans to sell 32 million shares at C$0.28 apiece.

New Sleeper Gold Corp. will receive C$5 million as part of its agreement to consolidate its Sleeper Gold project 100% with X-Cal.

As part of the consolidation, New Sleeper will also receive 10 million shares of X-Cal for their 50% interest in the project.

The consolidation is expected to close on May 16.

The stock slipped 2 cents on Thursday to close at C$0.36 (Toronto: XCL).

Vancouver, B.C.-based X-Cal is a gold exploration company.

Groundstar plans C$3 million deal

In the oil sector, Groundstar Resources Ltd. negotiated a C$3 million private placement of units.

The deal comes as oil prices continued to drop, this time losing 96 cents to close at $70.97 per barrel.

The company plans to sell up to 5 million units of one share and one half-share warrant. The whole warrants allow for the purchase of another share at C$1.00 each for 18 months.

Blackmont Capital Inc., the placement agent, has a greenshoe for up to 750,000 additional units.

The company's stock gained 11.11%, or 8 cents, on Thursday to end the day at C$0.80 (TSX Venture: GSA).

Calgary, Alta.-based Groundstar is an oil and natural gas exploration company.

Galaxy Energy stock edges up

Elsewhere in the oil sector, Galaxy Energy Corp.'s stock gained a penny Thursday after closing a $4.5 million private placement of convertible debentures.

The stock closed at $1.03 (Amex: GAX).

On Wednesday, the stock fell 4 cents to close at $1.02.

The 15% debentures were purchased by Eversource Group Ltd., Nicolas Mathys and Bruno Sauter.

The debentures are convertible into a total of 2,884,615 common shares at $1.56 each.

Denver-based Galaxy is an oil and natural gas exploration company.

Endwave stock advances

On Thursday, Endwave Corp.'s stock made gains after settling a $45 million PIPE earlier this week.

The stock regained the 33 cents it lost on Wednesday, or 2.2%, to close at $15.43 (Nasdaq: ENWV).

On Wednesday, the stock lost 33 cents to end at $15.10, gaining 13 cents in after-hours trading.

When the deal was announced on Tuesday, the stock gained 15.58%, or $2.08, to finish at $15.43. The stock, however, fell 67 cents in after-hours trading Tuesday.

In the placement, Endwave sold shares of series B preferred stock at $150.00 each to Oak Investment Partners XI, LP. The preferreds are convertible into common shares at $15.00, a 12.35% premium to the company's April 24 closing stock price of $13.35.

Endwave, based in Sunnyvale, Calif., manufactures, on an out-sourced basis, radio frequency modules for telecommunications companies, defense electronics systems and other applications.

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