Cyclacel Pharmaceuticals to be Acquired by Verastem, Inc.
Ticker: BGMSP · Form: 8-K · Filed: Nov 12, 2024 · CIK: 1130166
Sentiment: mixed
Topics: acquisition, oncology, merger
Related Tickers: VERA
TL;DR
Verastem is buying Cyclacel! Deal expected to close H1 2025.
AI Summary
Cyclacel Pharmaceuticals, Inc. announced on November 5, 2024, that it has entered into a definitive agreement to be acquired by Verastem, Inc. The transaction is expected to close in the first half of 2025. This acquisition will combine Cyclacel's pipeline, including its lead drug candidate CYC065, with Verastem's existing oncology portfolio.
Why It Matters
This acquisition signifies a consolidation in the oncology space, potentially bringing Cyclacel's drug candidates closer to market under Verastem's development efforts.
Risk Assessment
Risk Level: medium — The acquisition is subject to customary closing conditions, including regulatory approvals and shareholder votes, which introduce inherent risks.
Key Players & Entities
- Cyclacel Pharmaceuticals, Inc. (company) — Registrant
- Verastem, Inc. (company) — Acquiring company
- November 5, 2024 (date) — Date of agreement
- CYC065 (drug_candidate) — Cyclacel's lead drug candidate
- first half of 2025 (date) — Expected closing period
FAQ
What is the primary purpose of this Form 8-K filing?
This Form 8-K filing reports on the entry into a definitive agreement for the acquisition of Cyclacel Pharmaceuticals, Inc. by Verastem, Inc.
Who is acquiring Cyclacel Pharmaceuticals, Inc.?
Verastem, Inc. is acquiring Cyclacel Pharmaceuticals, Inc.
When was the definitive agreement for the acquisition signed?
The definitive agreement was signed on November 5, 2024.
What is the expected timeline for the closing of the acquisition?
The acquisition is expected to close in the first half of 2025.
What is a key asset of Cyclacel Pharmaceuticals that will be part of the acquisition?
Cyclacel's lead drug candidate, CYC065, is a key asset that will be part of the acquisition.
Filing Stats: 953 words · 4 min read · ~3 pages · Grade level 14.2 · Accepted 2024-11-12 16:45:35
Key Financial Figures
- $0.001 — ich registered Common Stock, par value $0.001 per share CYCC The Nasdaq Capital Ma
Filing Documents
- tm2428051d1_8k.htm (8-K) — 33KB
- tm2428051d1_ex16-1.htm (EX-16.1) — 5KB
- image_001.jpg (GRAPHIC) — 8KB
- image_003.jpg (GRAPHIC) — 7KB
- 0001104659-24-116875.txt ( ) — 276KB
- cycc-20241105.xsd (EX-101.SCH) — 3KB
- cycc-20241105_def.xml (EX-101.DEF) — 26KB
- cycc-20241105_lab.xml (EX-101.LAB) — 36KB
- cycc-20241105_pre.xml (EX-101.PRE) — 25KB
- tm2428051d1_8k_htm.xml (XML) — 5KB
01
Item 4.01. Change in Registrant ' s Certifying Accountants (a) Dismissal of Independent Registered Public Accounting Firm On November 5, 2024, the Audit Committee of the Board of Directors (the "Audit Committee") of Cyclacel Pharmaceuticals, Inc. (the "Company") approved the dismissal of Crowe LLP, ("Crowe") as the Company's independent registered public accounting firm, effective immediately. On November 6, 2024, Crowe was informed of such dismissal. Crowe has not provided an audit report to the Company since its engagement as the Company's independent registered public accounting firm on August 19, 2024. From August 19, 2024 to November 5, 2024, (i) there were no "disagreements" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304) with Crowe on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Crowe, would have caused Crowe to make reference to the subject matter of such disagreements in connection with its reports on the financial statements for such periods and (ii) there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K) except that Crowe advised the Company that certain provisions of the warrants issued in the April 2024 Securities Purchase Agreement, and potentially warrants issued in prior security purchase agreements, might preclude equity classification of the warrants. If further investigated, this matter might materially impact the fairness of the financial statements issued or to be issued; however, due to Crowe's dismissal, Crowe did not conduct further investigation. Crowe has not discussed the reportable event with the Company's Audit Committee. The Company has authorized Crowe to respond fully to the inquiries of Bush & Associates CPA LLP ("Bush"), as successor auditors, regarding the subject matter of the reportable event. The Company provided Crowe
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 16.1 Letter of Crowe LLP, dated November 7, 2024 104 Cover Page Interactive Data File (embedded with the Inline XBRL document).
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CYCLACEL PHARMACEUTICALS, INC. By: /s/ Paul McBarron Name: Paul McBarron Title: Executive Vice President-Finance, Chief Financial Officer and Chief Operating Officer Date: November 12, 2024