Cyclacel Pharmaceuticals 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

Cyclacel 8-K dropped: material agreements, equity sales, exec shakeups, and bylaw changes filed Jan 6.

AI Summary

Cyclacel Pharmaceuticals, Inc. filed an 8-K on January 6, 2025, reporting on several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and material modifications to the rights of security holders. The filing also notes the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. Additionally, amendments to articles of incorporation or bylaws, changes in fiscal year, and other events are covered, along with financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions at Cyclacel Pharmaceuticals, including potential changes in leadership, financial arrangements, and shareholder rights, which could impact the company's future direction and stock performance.

Risk Assessment

Risk Level: medium — The filing covers multiple significant corporate events including material agreements, equity sales, and changes in officers/directors, which can introduce uncertainty and potential risk.

Key Players & Entities

• Cyclacel Pharmaceuticals, Inc. (company) — Filer of the 8-K report
• XCYTE THERAPIES INC (company) — Former company name of Cyclacel Pharmaceuticals, Inc.

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share CYCC The Nasdaq Stock Mark
• $1.00 — ) of the Company at a purchase price of $1.00 per share for aggregate gross proceeds
• $3.1 m — r share for aggregate gross proceeds of $3.1 million, subject to the terms and conditi
• $1,000,000 — ting purposes. Mr. Lazar agreed to pay $1,000,000 at the initial closing of the transacti
• $2,100,000 — elow), Mr. Lazar will pay an additional $2,100,000 in exchange for 2,100,000 shares of Ser
• $1,100,000 — will use the $2,100,000 proceeds to pay $1,100,000 to the Holder (as defined below) pursua
• $0.02 — on the date of the Second Meeting plus $0.02. In addition, if the Lazar Stockholder
• $0.0001 — y upon issuance at an exercise price of $0.0001 per share and may be exercised at any t

Filing Documents

• tm251961d1_8k.htm (8-K) — 76KB
• tm251961d1_ex3-1.htm (EX-3.1) — 116KB
• tm251961d1_ex3-2.htm (EX-3.2) — 116KB
• tm251961d1_ex4-1.htm (EX-4.1) — 90KB
• tm251961d1_ex10-1.htm (EX-10.1) — 213KB
• tm251961d1_ex10-2.htm (EX-10.2) — 23KB
• tm251961d1_ex10-3.htm (EX-10.3) — 26KB
• tm251961d1_ex10-4.htm (EX-10.4) — 26KB
• tm251961d1_ex10-5.htm (EX-10.5) — 59KB
• tm251961d1_ex99-1.htm (EX-99.1) — 17KB
• tm251961d1_ex3-1img001.jpg (GRAPHIC) — 3KB
• tm251961d1_ex3-1img002.jpg (GRAPHIC) — 4KB
• tm251961d1_ex3-2img001.jpg (GRAPHIC) — 3KB
• tm251961d1_ex3-2img002.jpg (GRAPHIC) — 4KB
• tm251961d1_ex99-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-25-001087.txt ( ) — 1190KB
• cycc-20250102.xsd (EX-101.SCH) — 3KB
• cycc-20250102_def.xml (EX-101.DEF) — 26KB
• cycc-20250102_lab.xml (EX-101.LAB) — 36KB
• cycc-20250102_pre.xml (EX-101.PRE) — 25KB
• tm251961d1_8k_htm.xml (XML) — 5KB

02

Item 5.02. Warrant Exchange Agreement On January 2, 2025, the Company entered into a Warrant Exchange Agreement (the "Exchange Agreement") with an institutional investor (the "Holder") of certain existing warrants (the "Exchanged Warrants") to purchase an aggregate of 24,844,725 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"). The Exchanged Warrants were originally issued (i) pursuant to a securities purchase agreement, dated as of April 30, 2024 by and between the Company and the Holder and (ii) pursuant to a warrant exercise and reload agreement dated November 13, 2024 by and between the Company and the Holder. Pursuant to the Exchange Agreement, on the Initial Closing and subject to the receipt of approval of the Company's stockholders as required by the applicable rules and regulations of Nasdaq with respect to the issuance of all of the shares of Common Stock to be issued pursuant to the Exchange Agreement (the "Warrant Exchange Stockholder Approval"), the Company agreed to exchange with the Holder the Exchanged Warrants for (i) an aggregate of 24,844,725 shares of Common Stock (the "New Shares") and (ii) $1,100,000 (collectively, the "Exchange"). To the extent the Holder would otherwise beneficially own in excess of any beneficial ownership limitation applicable to the Holder after giving effect to the Exchange, the Exchanged Warrants shall be exchanged for a number of New Shares issuable to the Holder without violating the beneficial ownership limitation and the remainder of the Holder's Exchanged Warrants shall be issued as pre-funded warrants to purchase the number of shares of Common Stock equal to the number of shares of Common Stock in excess of the beneficial ownership limitation (the "Pre-Funded Warrants"). The Pre-Funded Warrants will be exercisable immediately upon issuance at an exercise price of $0.0001 per share and may be exercised at any time until the Pre-Funded Warrants are exercised in full. A holder o

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference. The shares of Series C Preferred Stock and Series D Preferred Stock (and the shares of Common Stock issuable upon conversion thereof) are being sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption provided by Regulation S ("Regulation S") of the Securities Act, which permits offers or sales of securities by the Company outside of the United States that are not made to "U.S. Persons" or for the account or benefit of a "U.S. Person", as that term is defined in Rule 902 of Regulation S. The shares of Common Stock (and shares underlying pre-funded warrants) issuable to the Holder pursuant to the Exchange Agreement will be sold without registration under the Securities Act in reliance on the exemption provided by Section 4(a)(2) and Regulation D thereunder.

03. Material Modifications to Rights

Item 3.03. Material Modifications to Rights of Security Holders. The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference.

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment and Resignation of Directors and Officers In connection with the signing of the Purchase Agreement, Mr. Spiro Rombotis resigned as Chief Executive Officer of the Company and the Board of Directors appointed Mr. Lazar as interim Chief Executive Officer of the Company, effective as of the signing of the Purchase Agreement. Mr. Lazar will serve as the Company's principal executive officer and principal financial officer until his successor is appointed. The Compensation Committee of the Board will determine Mr. Lazar's compensation at a later date. Dr. Samuel Barker continues to serve as Chairman of the Board of Directors and of the Compensation Committee. The Board of Directors also appointed Messrs. David Natan and Avraham Ben-Tzvi as members of the Board of Directors, effective as of the signing of the Purchase Agreement and as of January 5, 2025, respectively. Dr. Robert Spiegel, Dr. Christopher Henney, Dr. Brian Schwartz, Dr. Kenneth Ferguson and Ms. Karin Walker (together, the "Resigning Directors") resigned effective as of the signing of the Purchase Agreement. The resignation of each of the Resigning Directors is not based on any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. The initial terms as director for each of Mr. Natan and Mr. Ben-Tzvi will expire at the Company's 2025 and 2027 annual meeting of stockholders, respectively. Both Mr. Natan and Mr. Ben-Tzvi were appointed as members of the Audit Committee, the Compensation Committee and Nominating and Governance Committee of the Board, with Mr. Natan serving as chairman of the Audit Committee and Mr. Ben-Tzvi serving as chairman of the Nominating and Governance Committee of the Board. The Board of Directors deemed both Mr. Natan and Mr. Ben-Tzvi as independent pursuant to Rule

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