Cyclacel Pharmaceuticals Files 8-K with Key Corporate Updates

TL;DR

Cyclacel Pharma dropped an 8-K: material agreement, equity sales, and shareholder votes. Big moves ahead.

AI Summary

On February 4, 2025, Cyclacel Pharmaceuticals, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and submitted matters to a vote of security holders. Additional details regarding these events and financial statements are included in the filing.

Why It Matters

This 8-K filing signals significant corporate actions by Cyclacel Pharmaceuticals, including material agreements and equity transactions, which could impact its operational and financial standing.

Risk Assessment

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

Key Players & Entities

• Cyclacel Pharmaceuticals, Inc. (company) — Registrant
• February 4, 2025 (date) — Earliest event reported
• 0001130166 (company) — Central Index Key
• 2834 (industry_code) — Standard Industrial Classification
• 911766850 (tax_id) — IRS Number
• DE (state) — State of Incorporation
• 1231 (fiscal_year_end) — Fiscal Year End
• 000-50626 (sec_file_number) — SEC File Number
• 25598104 (film_number) — Film Number
• 908-517-7330 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share CYCC The Nasdaq Capital M
• $8,000,000 — nt (the " Private Placement ") of up to $8,000,000 (the " Aggregate Purchase Price ") of s
• $1,000,000 — e Agreement must be exercised in either $1,000,000 or $2,000,000 increments. The Lazar Pu
• $2,000,000 — st be exercised in either $1,000,000 or $2,000,000 increments. The Lazar Purchase Agreeme
• $1.1 million — ares of Common Stock of the Company and $1.1 million of cash upon the terms and conditions s
• $25 million — urchase agreement for the sale of up to $25 million of shares of Common Stock and the issua
• $125,000 — of Common Stock having a value equal to $125,000 (the " Commitment Shares " and, togethe
• $62,500 b — qual to the amount obtained by dividing $62,500 by the volume weighted average price of t
• $125,000, b — o the quotient obtained by dividing (a) $125,000, by (b) the closing price of the Common St
• $0.20 — mmon Stock was equal to or greater than $0.20 (the " Purchase Date "), the Company ma
• $250,000 — ck (a " Fixed Purchase ") not to exceed $250,000, at a purchase price equal to 95% of th
• $5,000,000 — from Helena to the Company that exceeds $5,000,000, unless such limitation is waived by He
• $1.00 — ) of the Company at a purchase price of $1.00 per share for aggregate gross proceeds
• $3.1 million — r share for aggregate gross proceeds of $3.1 million. Mr. Lazar paid $1,000,000 at the initi
• $2,100,000 — g of stockholders, to pay an additional $2,100,000 in exchange for 2,100,000 shares of Ser

Filing Documents

• cyclacel_8k.htm (8-K) — 77KB
• cyclacel_ex10-1.htm (EX-10.1) — 151KB
• cyclacel_ex10-2.htm (EX-10.2) — 42KB
• cyclacel_ex10-3.htm (EX-10.3) — 249KB
• 0001829126-25-000765.txt ( ) — 838KB
• cycc-20250204.xsd (EX-101.SCH) — 4KB
• cycc-20250204_def.xml (EX-101.DEF) — 26KB
• cycc-20250204_lab.xml (EX-101.LAB) — 36KB
• cycc-20250204_pre.xml (EX-101.PRE) — 25KB
• cyclacel_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Lazar Securities Purchase Agreement On February 4, 2025, Cyclacel Pharmaceuticals, Inc. (the " Company ") entered into a securities purchase agreement (the " Lazar Purchase Agreement ") with David Lazar (the " Purchaser "), its interim Chief Executive Officer, for the issuance and sale in a private placement (the " Private Placement ") of up to $8,000,000 (the " Aggregate Purchase Price ") of shares of common stock, par value $0.001 per share (the " Common Stock ") of the Company (the " Shares "). The Company shall have the right, but not the obligation, to direct the Purchaser, by delivering written notice thereof from time to time and until September 30, 2026, to purchase up to the Aggregate Purchase Price of Shares at a purchase price equal to the greater of (i) the consolidated closing bid price immediately prior to the entry of this Agreement and (ii) the consolidated closing bid price on the business day immediately preceding the applicable purchase date. Unless otherwise agreed by the Company and the Purchaser, the Company's right to cause the Purchaser to purchase the Shares pursuant to the Lazar Purchase Agreement must be exercised in either $1,000,000 or $2,000,000 increments. The Lazar Purchase Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The issuance of the Shares will not be registered under the Securities Act of 1933, as amended (the " Securities Act ") or any state securities laws. The issuance of the Shares will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation S or Regulation D promulgated thereunder. The foregoing description of terms and conditions of the Lazar Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of the Lazar Purchase Agreement, which is attache

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 3.02 by reference. Item5.07. Submission of Matters to a Vote of Security Holders. The Company held a special meeting of stockholders (the " Special Meeting ") on February 6, 2025 at 10:00 a.m. Eastern Time in virtual format. Of the Company's 13,906,133 shares of Common Stock and Series C Convertible Preferred Stock issued and outstanding and eligible to vote as of the record date of January 6, 2025, 7,092,260 shares, or approximately 51.00% of the eligible shares of Common Stock, were present virtually or represented by proxy. A quorum was present for all matters. Each of the matters set forth below is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on January 21, 2025. The following actions were taken at the Special Meeting: Proposal 1 The Company's stockholders approved (i) the issuance of Common Stock to the Company's interim Chief Executive Officer, Mr. David Lazar, upon conversion of the Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, and (ii) an amendment to the Series C Preferred Stock Certificate of Designations removing the ownership limitation thereunder, for purposes of Nasdaq Listing Rules 5635(b), (c) and (d). Votes For Votes Against Votes Abstained Broker Non-Votes 659,603 471,803 9,114 3,301,740 4 Proposal 2 The Company's stockholders approved the issuance of shares of Common Stock in connection with the Warrant Exchange Agreement between the Company and Armistice Capital Master Fund Ltd., for purposes of Nasdaq Listing Rule 5635(d). Votes For Votes Against Votes Abstained Broker Non-Votes 3,257,515 526,024 6,981 3,301,740 Proposal 3 The Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a

01 Other Events

Item 8.01 Other Events. As previously reported in a Current Report on Form 8-K, on January 2, 2025, the Company entered into a Securities Purchase Agreement with David Lazar pursuant to which he agreed to purchase from the Company 1,000,000 shares of Series C Convertible Preferred Stock (the " Series C Preferred Stock ") and 2,100,000 shares of Series D Convertible Preferred Stock (the " Series D Preferred Stock ") of the Company at a purchase price of $1.00 per share for aggregate gross proceeds of $3.1 million. Mr. Lazar paid $1,000,000 at the initial closing of the transactions under the Purchase Agreement in exchange for 1,000,000 shares of Series C Preferred Stock and agreed, subject to the satisfaction of certain closing conditions and within two business days of the receipt of stockholder approval at the Company's special meeting of stockholders, to pay an additional $2,100,000 in exchange for 2,100,000 shares of Series D Preferred Stock. As described above, the Nasdaq Issuance (Proposal 1) was approved by the Company's stockholders at the Special Meeting and, accordingly, Mr. Lazar paid $2,100,000 to the Company on February 6, 2025. As previously reported, the Company received a notice from the Listing Qualifications Staff (the " Staff ") of The Nasdaq Stock Market LLC (" Nasdaq ") stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain minimum stockholders' equity of $2.5 million (the " Stockholders' Equity Rule "). Following a hearing before the Nasdaq Hearings Panel (the " Panel "), the Company was granted until December 24, 2024 to evidence compliance with the Stockholders' Equity Rule, which was subsequently extended to February 6, 2025. The Company undertook the transactions described above in an effort to regain compliance with the Stockholders' Equity Rule. As a result of the transactions described herein and the deconsolidation of the Company's subsidiary Cyclacel Ltd., as report

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit 10.1 Securities Purchase Agreement, dated as of February 4, 2025, between the Company and David Lazar 10.2 Amendment Agreement, dated as of February 4, 2025, between the Company and Armistice Capital Master Fund Ltd. 10.3 Securities Purchase Agreement, dated as of February 5, 2025, between the Company and Helena Special Opportunities 1 Ltd. 104 Cover Page Interactive Data File (embedded within the XBRL document) 7

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/ David Lazar Name: David Lazar Title: Interim Chief Executive Officer Date: February 6, 2025 8

View Full Filing

View this 8-K filing on SEC EDGAR