Cyclacel Pharmaceuticals Files 8-K on Security Holder Rights
Ticker: BGMSP · Form: 8-K · Filed: Feb 12, 2025 · CIK: 1130166
| Field | Detail |
|---|---|
| Company | Cyclacel Pharmaceuticals, INC. (BGMSP) |
| Form Type | 8-K |
| Filed Date | Feb 12, 2025 |
| Risk Level | medium |
| Pages | 5 |
| Reading Time | 6 min |
| Key Dollar Amounts | $0.001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, filing-update, bylaws
Related Tickers: CYCC
TL;DR
Cyclacel Pharma (CYCC) filed an 8-K on Feb 6th about changes to security holder rights and bylaws. Filing date Feb 12th.
AI Summary
On February 6, 2025, Cyclacel Pharmaceuticals, Inc. filed an 8-K report detailing material modifications to security holder rights and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits, with the report being filed as of February 12, 2025. The company, formerly known as XCYTE THERAPIES INC, is incorporated in Delaware and operates in the pharmaceutical preparations industry.
Why It Matters
This 8-K filing indicates potential changes affecting the rights of Cyclacel Pharmaceuticals' security holders and updates to the company's foundational documents, which could impact investors and stakeholders.
Risk Assessment
Risk Level: medium — Filings related to modifications of security holder rights and amendments to corporate bylaws can introduce uncertainty and potential shifts in corporate governance or shareholder value.
Key Numbers
- 0-50626 — Commission File Number (Identifies the company's SEC filing history)
- 91-1707622 — IRS Number (Company's Employer Identification Number)
Key Players & Entities
- Cyclacel Pharmaceuticals, Inc. (company) — Registrant
- XCYTE THERAPIES INC (company) — Former company name
- February 6, 2025 (date) — Date of earliest event reported
- February 12, 2025 (date) — Date as of change / Filing date
- Delaware (jurisdiction) — State of incorporation
FAQ
What specific material modifications were made to the rights of security holders?
The filing indicates material modifications to the rights of security holders but does not specify the exact nature of these modifications within the provided text.
What amendments were made to the Articles of Incorporation or Bylaws?
The filing states there were amendments to the Articles of Incorporation or Bylaws, but the specific details of these amendments are not detailed in the provided excerpt.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on February 6, 2025.
What is the company's former name?
The company's former name was XCYTE THERAPIES INC.
In which state is Cyclacel Pharmaceuticals, Inc. incorporated?
Cyclacel Pharmaceuticals, Inc. is incorporated in Delaware.
Filing Stats: 1,573 words · 6 min read · ~5 pages · Grade level 14.9 · Accepted 2025-02-12 16:08:55
Key Financial Figures
- $0.001 — ch registered Common Stock, par value $0.001 per share CYCC The Nasdaq Capital M
Filing Documents
- cyclacel_8k.htm (8-K) — 40KB
- cyclacel_ex3-2.htm (EX-3.2) — 103KB
- cyclacel_ex3-4.htm (EX-3.4) — 81KB
- cyclacel_ex3-5.htm (EX-3.5) — 12KB
- ex3-2_002.jpg (GRAPHIC) — 5KB
- ex3-2_001.jpg (GRAPHIC) — 42KB
- ex3-4_002.jpg (GRAPHIC) — 5KB
- ex3-4_001.jpg (GRAPHIC) — 6KB
- ex3-5_002.jpg (GRAPHIC) — 5KB
- ex3-5_001.jpg (GRAPHIC) — 42KB
- 0001829126-25-000905.txt ( ) — 644KB
- cycc-20250206.xsd (EX-101.SCH) — 4KB
- cycc-20250206_def.xml (EX-101.DEF) — 26KB
- cycc-20250206_lab.xml (EX-101.LAB) — 36KB
- cycc-20250206_pre.xml (EX-101.PRE) — 25KB
- cyclacel_8k_htm.xml (XML) — 6KB
03. Material Modifications to Rights of Security Holders
Item 3.03. Material Modifications to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information regarding the Amendments (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amended Series C Convertible Preferred Stock Certificate of Designation At a special meeting of stockholders held on February 6, 2025 (the "Special Meeting"), the stockholders of Cyclacel Pharmaceuticals, Inc. (the "Company") approved an amendment (the "Series C Amendment") to the Company's certificate of designation designating the rights, preferences and limitations of the Company's Series C Convertible Preferred Stock (the "Series C Certificate of Designation"). As described in the Company's proxy statement for the Special Meeting, the Series C Certificate of Designation provided that the Series C Convertible Preferred Stock could not be converted or voted in a manner that would result in the holder or his or her transferees or their affiliates holding or voting more than the lower of (i) the maximum percentage of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of the Series C Convertible Preferred Stock that could be issued to the holder without requiring a vote of the stockholders of the Company under the rules and regulations of The Nasdaq Stock Market and (ii) 5% of the number of shares of common stock outstanding immediately before the original issue date (the "Series C Ownership Limitation"), prior to the date that the Company's stockholders approved the issuance of shares of common stock to the holder thereof. The Series C Amendment removes such Series C Ownership Limitation so that the shares of Series C Convertible Preferred Stock may be converted and voted without regard to such Series C Ownership Limitation. Following the approval of the Series C Amendment at the Special Meeting, the Company filed the Series C Amendment with the Secretary of State of the State of Delaware on February 10, 2025. Except for the removal of the Series C Ownership Limitation, the Series C
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits 3.1* Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (previously filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K, originally filed with the SEC on January 6, 2025, and incorporated herein by reference) 3.2 Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock filed with the Secretary of State of the State of Delaware on February 10, 2025 3.3* Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (previously filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K, originally filed with the SEC on January 6, 2025, and incorporated herein by reference) 3.4 Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on February 6, 2025 3.5 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cyclacel Pharmaceuticals, Inc. filed with the Secretary of State of the State of Delaware on February 10, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Previously filed 3
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. Date: February 12, 2025 Cyclacel Pharmaceuticals, Inc. By: /s/ David E. Lazar Name: David E. Lazar Title: Interim Chief Executive Officer 4