Cyclacel Pharma Files 2025 Proxy Statement
Ticker: BGMSP · Form: DEF 14A · Filed: Jan 21, 2025 · CIK: 1130166
Sentiment: neutral
Topics: proxy-statement, governance, shareholder-meeting
TL;DR
Cyclacel Pharma's DEF 14A is out - get ready to vote on directors & auditors for Feb 6th meeting.
AI Summary
Cyclacel Pharmaceuticals, Inc. filed a definitive proxy statement (DEF 14A) on January 21, 2025, for its annual meeting on February 6, 2025. The filing details the company's governance and proposals to be voted on by shareholders, including the election of directors and ratification of its independent registered public accounting firm.
Why It Matters
This filing provides shareholders with crucial information to make informed voting decisions on company leadership and important corporate matters at the upcoming annual meeting.
Risk Assessment
Risk Level: low — This is a routine proxy filing detailing corporate governance and shareholder proposals, not indicating immediate financial distress or significant operational changes.
Key Numbers
- 20250121 — Filing Date (The date the definitive proxy statement was filed with the SEC.)
- 20250206 — Meeting Date (The date of the shareholder meeting for which this proxy statement is issued.)
Key Players & Entities
- Cyclacel Pharmaceuticals, Inc. (company) — Registrant
- 200 Connell Drive, Suite 1500, Berkeley Heights, NJ 07922 (company) — Business and Mail Address
- Xcyte Therapies Inc (company) — Former Company Name
FAQ
What is the purpose of a DEF 14A filing?
A DEF 14A filing, or definitive proxy statement, is used by companies to solicit shareholder votes on important corporate matters, such as the election of directors and ratification of auditors.
When was this proxy statement filed?
This definitive proxy statement was filed on January 21, 2025.
What is the date of the shareholder meeting?
The shareholder meeting for which this proxy statement is being filed is scheduled for February 6, 2025.
What was Cyclacel Pharmaceuticals, Inc. formerly known as?
Cyclacel Pharmaceuticals, Inc. was formerly known as Xcyte Therapies Inc, with a name change date of December 18, 2000.
Where is Cyclacel Pharmaceuticals, Inc. located?
The company's business and mail address is 200 Connell Drive, Suite 1500, Berkeley Heights, NJ 07922.
Filing Stats: 4,829 words · 19 min read · ~16 pages · Grade level 11.9 · Accepted 2025-01-21 06:02:06
Key Financial Figures
- $1.00 — ed Stock") of the Company at a price of $1.00 per share and (ii) upon approval of the
- $3.1 million — share, for aggregate gross proceeds of $3.1 million. Each share of Series C Preferred Stock
- $0.001 — f the Company's common stock, par value $0.001 per share ("Common Stock"), and each sh
- $1,100,000 — ommon Stock (the "New Shares") and (ii) $1,100,000 (collectively, the "Exchange"). To the
Filing Documents
- tm252001-3_def14a.htm (DEF 14A) — 878KB
- lg_cyclacel-4c.jpg (GRAPHIC) — 19KB
- lg_secretarysoffistamp-bwlr.jpg (GRAPHIC) — 13KB
- px_cyclacel25pg01-4c.jpg (GRAPHIC) — 292KB
- px_cyclacel25pg02-4c.jpg (GRAPHIC) — 221KB
- sg_jeffreywbullock-bw.jpg (GRAPHIC) — 10KB
- 0001104659-25-004635.txt ( ) — 1615KB
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 9 PROPOSALS TO BE ACTED UPON AT THE SPECIAL MEETING 10 PROPOSAL NO. 1–NASDAQ PROPOSAL 10 PROPOSAL NO. 2–WARRANT EXCHANGE ISSUANCE PROPOSAL 15 PROPOSAL NO. 3–REVERSE STOCK SPLIT PROPOSAL 17 PROPOSAL NO. 4–SHARE INCREASE PROPOSAL 23 PROPOSAL NO. 5–2018 PLAN AMENDMENT PROPOSAL 24 PROPOSAL NO. 6–RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 30 PROPOSAL NO. 7–ADJOURNMENT PROPOSAL 32 OTHER MATTERS 33 STOCKHOLDER COMMUNICATIONS 34 APPENDIX A: SERIES C PREFERRED STOCK CERTIFICATE OF DESIGNATIONS A-1 i TABLE OF CONTENTS Page APPENDIX B: AMENDED AND RESTATED SERIES C PREFERRED STOCK CERTIFICATE OF DESIGNATIONS B-1 APPENDIX C: SERIES D PREFERRED STOCK CERTIFICATE OF DESIGNATIONS C-1 APPENDIX D: FORM OF CERTIFICATE OF AMENDMENT TO EFFECT REVERSE STOCK SPLIT D-1 A ppendix E: Charter Amendment for the Authorized Shares Increase E-1 APPENDIX F: 2018 EQUITY INCENTIVE PLAN, AS AMENDED F-1 ii TABLE OF CONTENTS Cyclacel Pharmaceuticals, Inc. 200 Connell Drive, Suite 1500 Berkeley Heights, New Jersey 07922 SPECIAL MEETING PROXY STATEMENT IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 6, 2025 The Notice of Special Meeting, Proxy Statement and Proxy Card are available at: www.proxyvote.com We are making these proxy materials available to you in connection with the solicitation of proxies by the Board of Directors (the "Board") of Cyclacel Pharmaceuticals, Inc. (the "Company") for a Special Meeting of Stockholders (the "Special Meeting") and for any adjournment or postponement of the Special Meeting. The mailing of the notice of internet availability of these proxy materials will commence on January 21, 2025. This Special Meeting will be a "virtual meeting" of stockholders, which will be conducted exclusively via online au