Cyclacel Pharmaceuticals Files 8-K: Agreements & Equity Update

TL;DR

Cyclacel Pharma 8-K: Material agreements signed, equity sold, rights modified. Big moves happening.

AI Summary

On November 13, 2024, Cyclacel Pharmaceuticals, Inc. entered into a Material Definitive Agreement. The company also reported on Unregistered Sales of Equity Securities and Material Modifications to Rights of Security Holders. Additional details regarding financial statements and exhibits were also filed.

Why It Matters

This filing indicates significant corporate actions, including definitive agreements and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Cyclacel Pharmaceuticals, Inc. (company) — Registrant
• November 13, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share CYCC The Nasdaq Capital Mar
• $0.415 — sh at a reduced exercise price equal to $0.415 per share provided the Prior Warrants w
• $2.1 m — f the Prior Warrants were approximately $2.1 million, prior to deducting placement age
• $25,000 — imbursement for accountable expenses of $25,000. The Company has also issued to Wainwri
• $0.5188 — val Date, and have an exercise price of $0.5188 per share. The New Warrants, PA Warran
• $2.1 million — ing closing of exercise of warrants for $2.1 million gross proceeds, dated November 14, 2024

Filing Documents

• tm2428551d1_8k.htm (8-K) — 38KB
• tm2428551d1_ex4-1.htm (EX-4.1) — 117KB
• tm2428551d1_ex4-2.htm (EX-4.2) — 117KB
• tm2428551d1_ex4-3.htm (EX-4.3) — 114KB
• tm2428551d1_ex10-1.htm (EX-10.1) — 48KB
• tm2428551d1_ex99-1.htm (EX-99.1) — 12KB
• image_001.jpg (GRAPHIC) — 3KB
• image_002.jpg (GRAPHIC) — 2KB
• 0001104659-24-119469.txt ( ) — 773KB
• cycc-20241113.xsd (EX-101.SCH) — 3KB
• cycc-20241113_def.xml (EX-101.DEF) — 26KB
• cycc-20241113_lab.xml (EX-101.LAB) — 36KB
• cycc-20241113_pre.xml (EX-101.PRE) — 25KB
• tm2428551d1_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 13, 2024, Cyclacel Pharmaceuticals, Inc. (the "Company") entered into a letter agreement (the "Warrant Exercise and Reload Agreement") with the holder (the "Holder") of its issued and outstanding Series B Warrants (the "Prior Warrants") to purchase an aggregate of 4,968,945 shares of common stock of the Company, par value $0.001 per share (the "Common Stock"), offering the Holder the opportunity to exercise all of its Prior Warrants for cash at a reduced exercise price equal to $0.415 per share provided the Prior Warrants were exercised in full for cash on or before 12:30 P.M. Eastern Time on the date of the Warrant Exercise and Reload Agreement. In consideration for the exercise of the Prior Warrants, the Holder received new unregistered Series C Warrants (the "Series C Warrants") exercisable for up to an aggregate of 9,937,890 shares of Common Stock (the "Series C Warrant Shares") and new unregistered Series D Warrants (the "Series D Warrants" and, together with the Series C Warrants, the "New Warrants") exercisable for up to an aggregate of 9,937,890 shares of Common Stock (the "Series D Warrant Shares" and, together with the Series C Warrant Shares, the "New Warrant Shares"). The Series C Warrants are exercisable beginning on the date upon which the Company receives stockholder approval of the issuance of the New Warrant Shares and the PA Warrant Shares (as defined below) (the "Stockholder Approval Date") for a period of five and one-half (5.5) years following the Stockholder Approval Date and the Series D Warrants are exercisable beginning on the Stockholder Approval Date for a period of eighteen (18) months following the Stockholder Approval Date. The New Warrants each have an exercise price of $0.415 per share. The shares of Common Stock issued upon exercise of the Prior Warrants are registered pursuant to an effective registration statement on Form S-1 (No. 333-279157). The Company has agre

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. To the extent required by Form 8-K, the disclosures in Item 1.01 above are incorporated herein by reference.

03 Material Modifications to Rights of Security Holders

Item 3.03 Material Modifications to Rights of Security Holders. To the extent required by Form 8-K, the disclosures in Item 1.01 above are incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On November 14, 2024, the Company issued a press release announcing the closing of the offering, which has been filed as Exhibit 99.1 to this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 4.1 Form of Series C Warrant 4.2 Form of Series D Warrant 4.3 Form of Placement Agent Warrant 10.1 Warrant Exercise and Reload Agreement, dated November 13, 2024 99.1 Press Release announcing closing of exercise of warrants for $2.1 million gross proceeds, dated November 14, 2024 104 Cover Page Interactive Data File (embedded within the 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 hereunto duly authorized. Date: November 15, 2024 Cyclacel Pharmaceuticals, Inc By: /s/ Paul McBarron Paul McBarron Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR