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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cyclacel Pharmaceuticals, Inc. - Preferred Stock
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 4, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 4, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| September 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 4, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| September 4, 2025 |
Exhibit 10.1 WARRANT EXCHANGE AGREEMENT This WARRANT EXCHANGE AGREEMENT (this “Agreement”), dated as of September , 2025, is made and entered into between Cyclacel Pharmaceuticals, Inc, a Delaware company (the “Company”), and the holder (“Holder”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Exchanged Warrants or the Securities Purchase Agreement (each a |
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| September 2, 2025 |
As filed with the Securities and Exchange Commission on September 2, 2025 As filed with the Securities and Exchange Commission on September 2, 2025 Registration No. |
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| September 2, 2025 |
AMENDED AND RESTATED SERIES C COMMON STOCK PURCHASE WARRANT CYCLACEL PHARMACEUTICALS, inc. Exhibit 10.3 AMENDED AND RESTATED SERIES C COMMON STOCK PURCHASE WARRANT CYCLACEL PHARMACEUTICALS, inc. Warrant Shares: 218,000 Initial Exercise Date: June 20, 2025 Issue Date: September 1, 2025 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the |
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| September 2, 2025 |
AMENDED AND RESTATED SERIES B COMMON STOCK PURCHASE WARRANT CYCLACEL PHARMACEUTICALS, inc. Exhibit 10.2 AMENDED AND RESTATED SERIES B COMMON STOCK PURCHASE WARRANT CYCLACEL PHARMACEUTICALS, inc. Warrant Shares: 218,000 Initial Exercise Date: June 20, 2025 Issue Date: September 1, 2025 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the |
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| September 2, 2025 |
AMENDED AND RESTATED SERIES A COMMON STOCK PURCHASE WARRANT CYCLACEL PHARMACEUTICALS, inc. Exhibit 10.1 AMENDED AND RESTATED SERIES A COMMON STOCK PURCHASE WARRANT CYCLACEL PHARMACEUTICALS, inc. Warrant Shares: 218,000 Initial Exercise Date: June 20, 2025 Issue Date: September 1, 2025 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the |
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| September 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 1, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 22, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| August 28, 2025 |
Exhibit 16.1 August 27, 2025 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N. E. Washington, D.C. 20549 Ladies and Gentlemen: We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on August 22, 2025, to be filed by our former client, Cyclacel Pharmaceuticals, Inc. We agree with the statements made in response to th |
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| August 25, 2025 |
CYCLACEL PHARMACEUTICALS, INC. Filed Pursuant to Rule 424(b)(3) Registration No. 333-288912 Prospectus Supplement No. 1 (To Prospectus dated July 25, 2025) CYCLACEL PHARMACEUTICALS, INC. This prospectus supplement updates, amends and supplements the proxy statement/prospectus dated July 25, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-4 (Registration No. 333-288912) and is being filed to u |
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| August 25, 2025 |
CYCLACEL PHARMACEUTICALS, INC. Filed by Cyclacel Pharmaceuticals, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Cyclacel Pharmaceuticals, Inc. (Commission File No. 333-288911) Filed Pursuant to Rule 424(b)(3) Registration No. 333-288912 Prospectus Supplement No. 1 (To Prospectus dated July 25, 2025) CYCLACEL PHARMACE |
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| August 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 22, 2025 |
As filed with the Securities and Exchange Commission on August 21, 2025 As filed with the Securities and Exchange Commission on August 21, 2025 Registration No. |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50626 CYCLACEL PH |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 12, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| August 13, 2025 |
Cyclacel Pharmaceuticals Reports SECOND quarter financial results and provides business update Exhibit 99.1 Cyclacel Pharmaceuticals, Inc. Cyclacel Pharmaceuticals Reports SECOND quarter financial results and provides business update KUALA LUMPUR, MALAYSIA, August 13, 2025 - Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; “Cyclacel” or the “Company”), a biopharmaceutical company developing innovative medicines, today announced its second quarter financial results and provided a |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 13, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 13, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| August 13, 2025 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and the Stockholders of Cyclacel Pharmaceuticals, Inc. OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS We have audited the accompanying consolidated balance sheets of Cyclacel Pharmaceuticals, Inc. and its subsidiaries (the “Company”) as of March 31, 2025, and December 31, 2024, and the related consolid |
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| August 13, 2025 |
Cyclacel Pharmaceuticals Reports SECOND quarter financial results and provides business update Exhibit 99.1 Cyclacel Pharmaceuticals, Inc. Cyclacel Pharmaceuticals Reports SECOND quarter financial results and provides business update KUALA LUMPUR, MALAYSIA, August 13, 2025 - Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; “Cyclacel” or the “Company”), a biopharmaceutical company developing innovative medicines, today announced its second quarter financial results and provided a |
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| August 5, 2025 |
Filed pursuant to Rule 424(b)(3) Registration Nos. 333-288911 PROSPECTUS Up to 205,951 Shares of Common Stock Up to 654,000 Shares of Common Stock Underlying the Series F Preferred Stock Up to 1,962,000 Shares of Common Stock Underlying the Common Warrants This prospectus relates to the offer and resale from time to time by the selling shareholders identified in this prospectus (the “Selling Share |
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| July 31, 2025 |
As filed with the Securities and Exchange Commission on July 30, 2025. As filed with the Securities and Exchange Commission on July 30, 2025. Registration No. 333-288911 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 93-2403210 (State or other jurisdiction of incorpo |
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| July 28, 2025 |
Exhibit 3.1 CYCLACEL PHARMACEUTICALS, INC. AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES F CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Datuk Dr. Doris Wong Sing Ee, does hereby certify that: 1. She is the Chief Executive Officer of Cyclacel Pharmaceuticals, Inc., a Delaware corporatio |
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| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 28, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| July 25, 2025 |
PROPOSED TRANSACTION YOUR VOTE IS VERY IMPORTANT Filed Pursuant to Rule 424(b)(3) Registration No. 333-288912 PROPOSED TRANSACTION YOUR VOTE IS VERY IMPORTANT To the Stockholders of Cyclacel Pharmaceuticals, Inc.: Cyclacel Pharmaceuticals, Inc. (“Cyclacel” or “Parent”) and FITTERS Diversified Berhad, a Malaysia publicly-listed investment holding company on Bursa Securities (KL: 9318) (“Fitters Parent”), which is the beneficial owner of all of th |
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| July 24, 2025 |
As filed with the Securities and Exchange Commission on July 23, 2025 As filed with the Securities and Exchange Commission on July 23, 2025 Registration No. |
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| July 24, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 Cyclacel Pharmaceuticals, Inc. |
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| July 24, 2025 |
Exhibit 10.28 Execution Copy EXECUTIVE OFFICER AND DIRECTOR SERVICES AGREEMENT THIS EXECUTIVE OFFICER AND DIRECTOR SERVICES AGREEMENT (this “Agreement”), dated as of April 22, 2025, between Cyclacel Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, with an address at 1 Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Kuala Lumpur, Malaysia 592000, and Datuk Dr. Doris Wong, Chief E |
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| July 24, 2025 |
Exhibit 10.32 Execution Copy DIRECTOR SERVICES AGREEMENT THIS DIRECTOR SERVICES AGREEMENT (this “Agreement”), dated as of April 22, 2025, between Cyclacel Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, with an address at 1 Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Kuala Lumpur, Malaysia 592000, and Dr. Satis Waran Nair Krishnan (the “Director”), with an address of c/o th |
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| July 24, 2025 |
Consent of Inigo Angel Laurduraj to serve as a director of Cyclacel Pharmaceuticals, Inc. Exhibit 99.3 Consent to be Named as a Director Cyclacel Pharmaceuticals, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement |
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| July 24, 2025 |
Exhibit 10.31 Execution Copy DIRECTOR SERVICES AGREEMENT THIS DIRECTOR SERVICES AGREEMENT (this “Agreement”), dated as of April 22, 2025, between Cyclacel Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, with an address at 1 Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Kuala Lumpur, Malaysia 592000, and Chong Kwang Fock, Director of the Company (the “Director”), with an addre |
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| July 24, 2025 |
CYCLACEL PHARMACEUTICALS, INC. Level 10, Tower 11, Avenue 5, The Horizon Bangsar South City, No. 8, Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia July 24, 2025 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 via EDGAR RE: Cyclacel Pharmaceuticals, Inc. (CIK0001130166) Registration Statement on Form S-4 Filed: July 24, 2025 Securities Act F |
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| July 24, 2025 |
As filed with the Securities and Exchange Commission on July 23, 2025. As filed with the Securities and Exchange Commission on July 23, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 93-2403210 (State or other jurisdiction of incorporation or organization) ( |
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| July 24, 2025 |
Exhibit 10.30 Execution Copy DIRECTOR SERVICES AGREEMENT THIS DIRECTOR SERVICES AGREEMENT (this “Agreement”), dated as of April 22, 2025, between Cyclacel Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, with an address at 1 Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Kuala Lumpur, Malaysia 592000, and Inigo Angel Laurduraj (the “Director”), with an address of c/o the Compan |
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| July 24, 2025 |
Consent of Chong Kwang Fock to serve as a director of Cyclacel Pharmaceuticals, Inc. Exhibit 99.4 Consent to be Named as a Director Cyclacel Pharmaceuticals, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement |
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| July 24, 2025 |
Form 10-K Adjusted Financial Information for the Year Ended December 31, 2024 Exhibit 99.3 Retrospective Effect of May 12 & July 7, 2025 Stock Splits Selected Financial Information on Form 10-K For The Year Ended December 31, 2024 As filed April 2, 2025 As Restated For Stock Splits of May 12 and July 7, 2025 For The Year Ended December 31, 2024 Common stock; shares issued and outstanding 8,859,133 36,913 Weighted average common shares outstanding - basic & diluted 5,355,379 |
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| July 24, 2025 |
As filed with the Securities and Exchange Commission on July 23, 2025 As filed with the Securities and Exchange Commission on July 23, 2025 Registration No. |
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| July 24, 2025 |
Form 10-K Adjusted Financial Information for the Year Ended December 31, 2024 Exhibit 99.1 Retrospective Effect of May 12 & July 7, 2025 Stock Splits Selected Financial Information on Form 10-K For The Year Ended December 31, 2024 As filed April 2, 2025 As Restated For Stock Splits of May 12 and July 7, 2025 For The Year Ended December 31, 2024 Common stock; shares issued and outstanding 8,859,133 36,913 Weighted average common shares outstanding - basic & diluted 5,355,379 |
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| July 24, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) CYCLACEL PHARMACEUTICALS, INC. |
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| July 24, 2025 |
Exhibit 10.29 Execution Copy EXECUTIVE OFFICER AND DIRECTOR SERVICES AGREEMENT THIS EXECUTIVE OFFICER AND DIRECTOR SERVICES AGREEMENT (this “Agreement”), dated as of April 22, 2025, between Cyclacel Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, with an address at 1 Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Kuala Lumpur, Malaysia 592000, and Kiu Cu Seng, Chief Financial |
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| July 24, 2025 |
Consent of Dr. Satis Waran Nair Krishnan to serve as a director of Cyclacel Pharmaceuticals, Inc. Exhibit 99.5 Consent to be Named as a Director Cyclacel Pharmaceuticals, Inc. is filing a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement |
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| July 24, 2025 |
Form of Cyclacel Pharmaceuticals, Inc. Proxy Card. Exhibit 99.1 |
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| July 24, 2025 |
As filed with the Securities and Exchange Commission on July 23, 2025. As filed with the Securities and Exchange Commission on July 23, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 93-2403210 (State or other jurisdiction of incorporation or organization) ( |
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| July 16, 2025 |
Cyclacel Pharmaceuticals COMMENTS ON RECENT STOCK PRICE VOLATILITY Exhibit 99.1 Cyclacel Pharmaceuticals, Inc. Cyclacel Pharmaceuticals COMMENTS ON RECENT STOCK PRICE VOLATILITY Kuala Lumpur, Malaysia, July 16, 2025 - Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; “Cyclacel” or the “Company”), a biopharmaceutical company developing innovative medicines, today commented on recent stock price volatility. The Company is not aware of any material develo |
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| July 16, 2025 |
Cyclacel Pharmaceuticals COMMENTS ON RECENT STOCK PRICE VOLATILITY Exhibit 99.1 Cyclacel Pharmaceuticals, Inc. Cyclacel Pharmaceuticals COMMENTS ON RECENT STOCK PRICE VOLATILITY Kuala Lumpur, Malaysia, July 16, 2025 - Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; “Cyclacel” or the “Company”), a biopharmaceutical company developing innovative medicines, today commented on recent stock price volatility. The Company is not aware of any material develo |
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| July 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 15, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| July 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 15, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| July 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 7, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| July 7, 2025 |
Exhibit 2.1 AMENDMENT NO. 1 TO EXCHANGE AGREEMENT This Amendment No. 1 to Exchange Agreement (“Amendment”) is entered into and made effective as of July 7, 2025 by and among Cyclacel Pharmaceuticals, Inc., a Delaware corporation (“Parent”), FITTERS Diversified Berhad, a Malaysian publicly listed company (“Fitters Parent”) and FITTERS Sdn. Bhd., a Malaysia private limited company and a wholly-owned |
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| July 7, 2025 |
Cyclacel Pharmaceuticals ANNOUNCES AMENDMENT TO EXCHANGE AGREEMENT Exhibit 99.1 Cyclacel Pharmaceuticals, Inc. Cyclacel Pharmaceuticals ANNOUNCES AMENDMENT TO EXCHANGE AGREEMENT Kuala Lumpur, Malaysia, July 7, 2025 - Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; “Cyclacel” or the “Company”), a biopharmaceutical company developing innovative medicines, today announced that it has entered into an amendment to the Exchange Agreement with FITTERS Diver |
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| July 7, 2025 |
Cyclacel Pharmaceuticals ANNOUNCES AMENDMENT TO EXCHANGE AGREEMENT Exhibit 99.1 Cyclacel Pharmaceuticals, Inc. Cyclacel Pharmaceuticals ANNOUNCES AMENDMENT TO EXCHANGE AGREEMENT Kuala Lumpur, Malaysia, July 7, 2025 - Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; “Cyclacel” or the “Company”), a biopharmaceutical company developing innovative medicines, today announced that it has entered into an amendment to the Exchange Agreement with FITTERS Diver |
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| July 7, 2025 |
Amendment No. 1 to Exchange Agreement dated July 7, 2025 Exhibit 2.1 AMENDMENT NO. 1 TO EXCHANGE AGREEMENT This Amendment No. 1 to Exchange Agreement (“Amendment”) is entered into and made effective as of July 7, 2025 by and among Cyclacel Pharmaceuticals, Inc., a Delaware corporation (“Parent”), FITTERS Diversified Berhad, a Malaysian publicly listed company (“Fitters Parent”) and FITTERS Sdn. Bhd., a Malaysia private limited company and a wholly-owned |
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| July 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement CYCLACEL PHARMACEUTICALS, INC. (Name of Registra |
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| July 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 7, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| July 2, 2025 |
Certificate of Amendment to Certificate of Incorporation, effective July 7, 2025 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CYCLACEL PHARMACEUTICALS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Cyclacel Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify: FIRST |
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| July 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 2, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| July 2, 2025 |
Cyclacel Pharmaceuticals ANNOUNCES STOCK SPLIT Exhibit 99.1 Cyclacel Pharmaceuticals, Inc. Cyclacel Pharmaceuticals ANNOUNCES STOCK SPLIT BERKELEY HEIGHTS, NJ, July 2, 2025 - Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; “Cyclacel” or the “Company”), a biopharmaceutical company developing innovative medicines, today announced that it expects to implement a 1-for-15 reverse stock split on its shares of common stock effect |
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| June 30, 2025 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 30, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| June 27, 2025 |
CONFIDENTIAL TREATMENT REQUESTED As confidentially submitted to the Securities and Exchange Commission on June 27, 2025. |
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| June 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| June 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement CYCLACEL PHARMACEUTICALS, INC. (Name of Registra |
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| June 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Commiss |
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| June 20, 2025 |
Form of Series B Common Stock Purchase Warrant Exhibit 10.3 EXHIBIT C-2 SERIES B COMMON STOCK PURCHASE WARRANT CYCLACEL PHARMACEUTICALS, inc. Warrant Shares: 3,270,000 Initial Exercise Date: June 20, 2025 Issue Date: June 20, 2025 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions |
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| June 20, 2025 |
Exhibit 99.1 CYCLACEL PHARMACEUTICALS ANNOUNCES $3 MILLION PRIVATE PLACEMENT OFFERING OF CONVERTIBLE PREFERRED STOCK KUALA LUMPUR, June 20, 2025 – Cyclacel Pharmaceuticals, Inc. (“Cyclacel”) (NASDAQ: CYCC, NASDAQ: CYCCP), a biopharmaceutical company that develops innovative cancer medicine, today announced that it has entered into a securities purchase agreement for the sale of its convertible Ser |
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| June 20, 2025 |
Exhibit 10.1 FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2025 (the “Effective Date”), between Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and , an individual (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to the applicable regulations under the U.S. |
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| June 20, 2025 |
Form of Series C Common Stock Purchase Warrant Exhibit 10.4 EXHIBIT C-3 SERIES C COMMON STOCK PURCHASE WARRANT CYCLACEL PHARMACEUTICALS, inc. Warrant Shares: 3,270,000 Initial Exercise Date: June 20, 2025 Issue Date: June 20, 2025 THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions |
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| June 20, 2025 |
Form of Series A Common Stock Purchase Warrant Exhibit 10.2 EXHIBIT C-1 SERIES A COMMON STOCK PURCHASE WARRANT CYCLACEL PHARMACEUTICALS, inc. Warrant Shares: 3,270,000 Initial Exercise Date: June 20, 2025 Issue Date: June 20, 2025 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions |
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| June 20, 2025 |
Certificate of Designation of Preferences, Rights and Limitations of Series F Preferred Stock Exhibit 3.1 CYCLACEL PHARMACEUTICALS, INC. CERTIFICATE OF DESIGNATIONS, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES F CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Datuk Dr. Doris Wong Sing Ee, does hereby certify that: 1. She is the Chief Executive Officer of Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”) |
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| June 16, 2025 |
EXECUTIVE OFFICER AND DIRECTOR SERVICES AGREEMENT Exhibit 10.29 Execution Copy EXECUTIVE OFFICER AND DIRECTOR SERVICES AGREEMENT THIS EXECUTIVE OFFICER AND DIRECTOR SERVICES AGREEMENT (this “Agreement”), dated as of April 22, 2025, between Cyclacel Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, with an address at 1 Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Kuala Lumpur, Malaysia 592000, and Kiu Cu Seng, Chief Financial |
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| June 16, 2025 |
Exhibit 10.31 Execution Copy DIRECTOR SERVICES AGREEMENT THIS DIRECTOR SERVICES AGREEMENT (this “Agreement”), dated as of April 22, 2025, between Cyclacel Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, with an address at 1 Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Kuala Lumpur, Malaysia 592000, and Chong Kwang Fock, Director of the Company (the “Director”), with an addre |
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| June 16, 2025 |
Exhibit 10.32 Execution Copy DIRECTOR SERVICES AGREEMENT THIS DIRECTOR SERVICES AGREEMENT (this “Agreement”), dated as of April 22, 2025, between Cyclacel Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, with an address at 1 Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Kuala Lumpur, Malaysia 592000, and Dr. Satis Waran Nair Krishnan (the “Director”), with an address of c/o th |
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| June 16, 2025 |
Confidential Treatment Requested by Cyclacel Pharmaceuticals, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on June 16, 2025. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITI |
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| June 16, 2025 |
EXECUTIVE OFFICER AND DIRECTOR SERVICES AGREEMENT Exhibit 10.28 Execution Copy EXECUTIVE OFFICER AND DIRECTOR SERVICES AGREEMENT THIS EXECUTIVE OFFICER AND DIRECTOR SERVICES AGREEMENT (this “Agreement”), dated as of April 22, 2025, between Cyclacel Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, with an address at 1 Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Kuala Lumpur, Malaysia 592000, and Datuk Dr. Doris Wong, Chief E |
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| June 16, 2025 |
Exhibit 10.30 Execution Copy DIRECTOR SERVICES AGREEMENT THIS DIRECTOR SERVICES AGREEMENT (this “Agreement”), dated as of April 22, 2025, between Cyclacel Pharmaceuticals, Inc. (the “Company”), a Delaware corporation, with an address at 1 Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Kuala Lumpur, Malaysia 592000, and Inigo Angel Laurduraj (the “Director”), with an address of c/o the Compan |
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| June 3, 2025 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2025 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Commissi |
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| June 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 3, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| June 3, 2025 |
Cyclacel Pharmaceuticals Regains Compliance With Nasdaq Minimum Bid Price RequiremenT Exhibit 99.1 Cyclacel Pharmaceuticals Regains Compliance With Nasdaq Minimum Bid Price RequiremenT KUALA LUMPUR, MALAYSIA, June 3, 2025 - Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; “Cyclacel” or the “Company”), a biopharmaceutical company that develops innovative cancer medicine, today announced that it has received a letter (the “Compliance Notice”) from the Listing Qualificatio |
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| May 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement CYCLACEL PHARMACEUTICALS, INC. (Name of Registra |
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| May 15, 2025 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 14, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| May 15, 2025 |
Exhibit 99.1 Cyclacel Pharmaceuticals Reports FIRST quarter financial results and provides business update KUALA LUMPUR, MALAYSIA, May 14, 2025 - Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; “Cyclacel” or the “Company”), a biopharmaceutical company developing innovative medicines, today announced its first quarter financial results and provided a business update. “As part of the Co |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50626 CYCLACEL P |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement CYCLACEL PHARMACEUTICALS, INC. (Name of Registra |
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| May 7, 2025 |
Certificate of Amendment to Certificate of Incorporation, effective May 12, 2025 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CYCLACEL PHARMACEUTICALS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Cyclacel Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify: FIRST |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 7, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| May 7, 2025 |
Cyclacel Pharmaceuticals ANNOUNCES STOCK SPLIT Exhibit 99.1 Cyclacel Pharmaceuticals, Inc. Cyclacel Pharmaceuticals ANNOUNCES STOCK SPLIT BERKELEY HEIGHTS, NJ, May 7, 2025 - Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; “Cyclacel” or the “Company”), a biopharmaceutical company developing innovative medicines, today announced that it expects to implement a 1-for-16 reverse stock split on its shares of common stock effective May 1 |
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| May 6, 2025 |
Exhibit 99.1 Cyclacel Pharmaceuticals, INC. Announces EXECUTION OF Share Exchange Agreement to Make Fitters Sdn. Bhd. its Wholly-owned Subsidiary to Accelerate Growth and STOCKholder Value KUALA LUMPUR, MALAYSIA, May 6, 2025 - Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; “Cyclacel” or the “Company”) today announced that it entered into an Exchange Agreement with FITTERS Diversified |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 6, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| May 6, 2025 |
Exhibit 2.1 EXCHANGE AGREEMENT by and among Cyclacel Pharmaceuticals, Inc., FITTERS Diversified Berhad, and FITTERS Sdn. Bhd. dated as of May 6, 2025 Table of Contents Page Article 1 THE EXCHANGE 2 1.1 Share Exchange 2 1.2 Effects of the Exchange 2 1.3 Closing 2 1.4 Effective Time of the Exchange 2 1.5 Directors and Officers 3 Article 2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND FITTERS PAR |
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| May 1, 2025 |
Filed pursuant to Rule 424(b)(3) Registration Nos. 333-286754 PROSPECTUS Up to 35,181,951 Shares of Common Stock Up to 110,000,000 Shares of Common Stock Underlying the Series E Preferred Stock Up to 24,844,725 Shares of Common Stock Underlying the Common Warrants This prospectus relates to the offer and resale from time to time by the selling shareholders identified in this prospectus (the “Selli |
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| April 28, 2025 |
Cyclacel Pharmaceuticals, Inc. Level 10, Tower 11, Avenue 5, The Horizon Bangsar South City, No. 8, Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia April 28, 2025 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 via EDGAR RE: Cyclacel Pharmaceuticals, Inc. (CIK0001130166) Registration Statement on Form S-1 Filed: April 25, 2025 Securities Act |
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| April 25, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) CYCLACEL PHARMACEUTICALS, INC. |
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| April 25, 2025 |
Exhibit 3.2 CYCLACEL PHARMACEUTICALS, INC. AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES E CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Datuk Dr. Doris Wong Sing Ee, does hereby certify that: 1. She is the Chief Executive Officer of Cyclacel Pharmaceuticals, Inc., a Delaware corporatio |
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| April 25, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CYCLACEL PHARMACEUTICALS, INC. It is hereby certified that: FIRST: The name of the corporation is Cyclacel Pharmaceuticals, Inc. (the “Corporation”). SECOND: Section A of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entiret |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 25, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| April 25, 2025 |
As filed with the Securities and Exchange Commission on April 25, 2025 As filed with the Securities and Exchange Commission on April 25, 2025 Registration No. |
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| April 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 21, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| April 17, 2025 |
As filed with the Securities and Exchange Commission on April 17, 2025 As filed with the Securities and Exchange Commission on April 17, 2025 Registration No. |
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| April 17, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cyclacel Pharmaceuticals, Inc. |
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| April 10, 2025 |
CONFIDENTIAL TREATMENT REQUESTED As confidentially submitted to the Securities and Exchange Commission on April 9, 2025. |
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| April 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement CYCLACEL PHARMACEUTICALS, INC. (Name of Registra |
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| April 2, 2025 |
Exhibit 97.1 CYCLACEL PHARMACEUTICALS, INC. CLAWBACK POLICY I.Introduction The Board of Directors (the “Board”) of Cyclacel Pharmaceuticals, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The |
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| April 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 00-50626 CYCLACEL PHARMACEUTICALS, INC. ( |
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| April 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Commis |
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| April 2, 2025 |
Exhibit 4.12 DESCRIPTION OF SECURITIES The following description of our capital stock, certain provisions of our certificate of incorporation and bylaws, and certain provisions of Delaware law are summaries. The following description is not complete and is subject to and qualified in its entirety by our certificate of incorporation and bylaws, which are filed as exhibits to the registration statem |
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| April 2, 2025 |
Exhibit 19 CYCLACEL PHARMACEUTICALS, INC. INSIDER TRADING AND DISCLOSURE POLICY This document sets forth the policy regarding trading in the stock and other securities (the “Policy”) of Cyclacel Pharmaceuticals, Inc. (the “Company”) and, where applicable, the disclosure of such transactions. All references to the “Company” in the document include any subsidiaries of Cyclacel Pharmaceuticals, Inc. |
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| April 2, 2025 |
Cyclacel Pharmaceuticals Reports FOURTH quarter financial results and provides business update Exhibit 99.1 Cyclacel Pharmaceuticals, Inc. Cyclacel Pharmaceuticals Reports FOURTH quarter financial results and provides business update BERKELEY HEIGHTS, NJ, April 2, 2025 - Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; “Cyclacel” or the “Company”), a biopharmaceutical company developing innovative medicines, today announced fourth quarter financial results and provided a busines |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ....……..2.50 SEC FILE NUMBER 000-50626 CUSIP NUMBER 23254L801 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: Decemb |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement CYCLACEL PHARMACEUTICALS, INC. (Name of Registra |
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| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2025 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Commis |
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| March 24, 2025 |
Certificate of Designation of Preferences, Rights and Limitations of Series E Preferred Stock Exhibit 3.1 CYCLACEL PHARMACEUTICALS, INC. CERTIFICATE OF DESIGNATIONS, PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES E CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Datuk Dr. Doris Wong Sing Ee, does hereby certify that: 1. She is the Chief Executive Officer of Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”) |
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| March 24, 2025 |
Exhibit 10.1 FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 21, 2025 (the “Effective Date”), between Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and , an individual (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to the applicable regulations under |
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| March 24, 2025 |
Exhibit 99.1 CYCLACEL PHARMACEUTICALS ANNOUNCES $1 MILLION PRIVATE PLACEMENT OFFERING OF CONVERTIBLE PREFERRED STOCK KUALA LUMPUR, March 24, 2025 – Cyclacel Pharmaceuticals, Inc. (“Cyclacel”) (NASDAQ: CYCC, NASDAQ: CYCCP), a biopharmaceutical company that develops innovative cancer medicine, today announced that it has entered into a securities purchase agreement for the sale of its convertible Se |
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| March 14, 2025 |
Exhibit 10.1 DATED 10 MARCH 2025 ASSIGNMENT OF PATENT RIGHTS between CYCLACEL LIMITED (In liquidation) and CARRIE JAMES and JAMES HOPKIRK as joint liquidators of Cyclacel Limited (In liquidation) and CYCLACEL PHARMACEUTICALS, INC Kings House ● 36-37 King Street ● London ● EC2V 8BB Tel: 0203 675 7575 ● DX: 42624 Cheapside (Ref: AWO/750920C.4) THIS DEED is made and delivered on February 2025 Between |
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| March 14, 2025 |
Exhibit 2.1 THE SYMBOL “[****]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED DATED 10 MARCH 2025 (1) CYCLACEL LIMITED (IN LIQUIDATION) AND (2) CARRIE JAMES and JAMES HOPKIRK as JOINT LIQUIDATORS and (3) CYCLACEL PHARMACEUTICALS, Inc Agreem |
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| March 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 10, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| March 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER Cyclacel Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 91-1707622 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification |
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| February 27, 2025 |
Exhibit 10.3 SETTLEMENT AGREEMENT AND GENERAL AND MUTUAL RELEASE This Settlement Agreement and General and Mutual Release (the “Agreement”) is on this 26th day of February 2025 by and between Cyclacel Pharmaceuticals, Inc. (the “Company”) and Samuel L. Barker (the “Director”), collectively known herein as the “Parties.” WHEREAS, the Director was elected to act as a Member of the Board of Directors |
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| February 27, 2025 |
Exhibit 99.1 CYCLACEL PHARMACEUTICALS ANNOUNCES CLOSING OF A CHANGE OF CONTROL TRANSACTION AND APPOINTMENT OF NEW EXECUTIVE LEADERSHIP BERKELEY HEIGHTS, NJ, February 27, 2025 - Cyclacel Pharmaceuticals, Inc. (“Cyclacel”) (NASDAQ: CYCC, NASDAQ: CYCCP), a biopharmaceutical company that develops innovative cancer medicines, today announced a change in control and leadership on February 26, 2025. Purs |
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| February 27, 2025 |
EX-10.1 2 cyclacelex10-1.htm EXHIBIT 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Agreement (the “Agreement”) is entered into as of this 11th day of February 2025 by and between David Elliot Lazar, whose address is 44, Tower 100 The Towers, Winston Churchill, San Francisco, Paitilla, Panama City, Panama 07196 (“Seller”), and Datuk Doris Wong, an individual residing in Kuala Lumpur, Malaysi |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 26, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| February 27, 2025 |
Exhibit 10.2 ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (“Agreement”) is made as of February 26, 2025 (the “Effective Date”), by and between David Elliot Lazar, whose address is 44, Tower 100 The Towers, Winston Churchill, San Francisco, Paitilla, Panama City, Panama 07196 (“Assignor”), and Doris Wong Sing Ee, an individual residing in Kuala Lumpur, Malaysia (“Ass |
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| February 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Com |
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| February 24, 2025 |
Lock-Up Addendum, dated February 20, 2025, by and between the Company and David Lazar Exhibit 10.1 LOCK - UP ADDENDUM 1 February 20, 2025 Cyclacel Phannaceuticals Inc . 200 Connell Drive, Suite 1500 Berkeley Heights, NJ 07922 RE: Lock - up of Common Stock of Cyclacel Pharmaceuticals Inc. Dear Sirs : The undersigned has ent e red int o a Securities Purchase Agreement with Cyclacel Pharmaceuticals Inc . (the "Compan y" ) dated February 4 , 2025 (the "Lazar Pur c hase Agreement " ) , |
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| February 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 6, 2025 Date of Report (date of earliest event reported) Cyclacel Pharmaceuticals, Inc. |
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| February 12, 2025 |
Exhibit 3.4 Delaware Page 1 The First State I, CHARUNI P. SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “CYCLACEL PHARMACEUTICALS, INC.”, FILED IN THIS OFFICE ON THE SIXTH DAY OF FEBRUARY, A.D. 2025, AT 4:40 O`CLOCK P.M. 2579644 8100 SR# 20250426472 Authentication: 202890111 Date: 02-07-25 You may veri |
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| February 12, 2025 |
Exhibit 3.5 Delaware Page 1 The First State I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CYCLACEL PHARMACEUTICALS, INC.”, FILED IN THIS OFFICE ON THE TENTH DAY OF FEBRUARY, A.D. 2025, AT 1:30 O`CLOCK P.M. 2579644 8100 SR# 20250463132 Authentication: 202900595 Date: 02-10-25 Y |
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| February 12, 2025 |
Exhibit 3.2 Delaware Page 1 The First State I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “CYCLACEL PHARMACEUTICALS, INC.”, FILED IN THIS OFFICE ON THE TENTH DAY OF FEBRUARY, A.D. 2025, AT 1:29 O`CLOCK P.M. 2579644 8100 SR# 20250463130 Authentication: 202900567 Date: 02-10-25 |
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| February 6, 2025 |
Securities Purchase Agreement, dated as of February 4, 2025, between the Company and David Lazar Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 4, 2025 (the “Effective Date”), between Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and David Lazar (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Regulation D and Regulation S under the Sec |
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| February 6, 2025 |
Exhibit 10.3 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 5, 2025 (the “Execution Date”), by and between CYCLACEL PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and HELENA SPECIAL OPPORTUNITIES 1 LTD (the “Investor”). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to th |
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| February 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2025 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Comm |
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| February 6, 2025 |
Exhibit 10.2 AMENDMENT TO WARRANT EXCHANGE AGREEMENT This AMENDMENT TO WARRANT EXCHANGE AGREEMENT (this “Amendment Agreement”), dated as of February 4, 2025, is made and entered into between Cyclacel Pharmaceuticals, Inc, a Delaware company (the “Company”), and Armistice Capital Master Fund Ltd. (“Holder”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the War |
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| February 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2025 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Comm |
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| January 21, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| January 10, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| January 10, 2025 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2025 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Commi |
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| January 10, 2025 |
Exhibit 10.1 ADDENDUM TO SECURITIES PURCHASE AGREEMENT, DATED JANUARY 2, 2025 This Addendum, dated January 9, 2025, shall be made part of the securities purchase agreement, dated January 2, 2025 (the “Agreement”), by and between Cyclacel Pharmaceuticals, Inc. (the “Company”) and David Lazar (the “Purchaser” and together with the Company, the “Parties”), and shall be deemed effective at the time of |
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| January 8, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| January 6, 2025 |
Exhibit 10.4 SETTLEMENT AGREEMENT AND GENERAL AND MUTUAL RELEASE This Settlement Agreement and General and Mutual Release (the “Agreement”) is on this second day of January, 2025 by and between Cyclacel Pharmaceuticals, Inc. (the “Company”) and Paul McBarron (the “Officer”), collectively known herein as the “Parties.” WHEREAS, the Officer has served as Executive Vice President, Finance and Chief O |
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| January 6, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| January 6, 2025 |
Exhibit 10.3 SETTLEMENT AGREEMENT AND GENERAL AND MUTUAL RELEASE This Settlement Agreement and General and Mutual Release (the “Agreement”) is on this second day of January, 2025 by and between Cyclacel Pharmaceuticals, Inc. (the “Company”) and Spiro Rombotis (the “Officer”), collectively known herein as the “Parties.” WHEREAS, the Officer has served as President and Chief Executive Officer of the |
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| January 6, 2025 |
Certificate of Designation of Preferences, Rights and Limitations of Series D Preferred Stock Exhibit 3.2 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “CYCLACEL PHARMACEUTICALS, INC.”, FILED IN THIS OFFICE ON THE THIRD DAY OF JANUARY, A.D. 2025, AT 9:31 O`CLOCK A.M. 2579644 8100 SR# 20250015081 Authentication: 202612105 Date: 01-03-25 You may |
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| January 6, 2025 |
Cyclacel Pharmaceuticals Announces Agreement for the Acquisition of Preferred Stock by David Lazar Exhibit 99.1 Investors Cyclacel Pharmaceuticals Announces Agreement for the Acquisition of Preferred Stock by David Lazar Jan 03 2025 David Lazar agrees to invest $3.1 million in Preferred Stock and becomes Interim CEO BERKELEY HEIGHTS, N.J., Jan. 03, 2025 (GLOBE NEWSWIRE) - Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; "Cyclacel" or the "Company") today announced that the Company e |
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| January 6, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 2, 2025 (the “Effective Date”), between Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Mr. David Lazar, an individual resident in Panama (the “Purchaser” or “Lazar”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuan |
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| January 6, 2025 |
Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “CYCLACEL PHARMACEUTICALS, INC.”, FILED IN THIS OFFICE ON THE THIRD DAY OF JANUARY, A.D. 2025, AT 9:30 O`CLOCK A.M. 2579644 8100 SR# 20250015033 Authentication: 202612017 Date: 01-03-25 You may |
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| January 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2025 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Commi |
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| January 6, 2025 |
Form of Director Settlement Agreement and Release Exhibit 10.2 FORM OF SETTLEMENT AGREEMENT AND GENERAL AND MUTUAL RELEASE This Settlement Agreement and General and Mutual Release (the “Agreement”) is on this second day of January, 2025 by and between Cyclacel Pharmaceuticals, Inc. (the “Company”) and (the “Director”), collectively known herein as the “Parties.” WHEREAS, the Director was elected to act as a member of the Board of Directors of the |
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| January 6, 2025 |
Warrant Exchange Agreement, dated as of January 2, 2025, by and between the holder and the Company Exhibit 10.5 WARRANT EXCHANGE AGREEMENT This WARRANT EXCHANGE AGREEMENT (this “Agreement”), dated as of January 2, 2025, is made and entered into between Cyclacel Pharmaceuticals, Inc, a Delaware company (the “Company”), and the holder (“Holder”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Exchanged Warrants or the Exercise and Reload Agreement ( |
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| December 12, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2024 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Comm |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Com |
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| November 15, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| November 15, 2024 |
Form of Placement Agent Warrant Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| November 15, 2024 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| November 15, 2024 |
Cyclacel Pharmaceuticals ANNOUNCES CLOSING OF EXERCISE OF WARRANTS FOR $2.1 MILLION GROSS PROCEEDS Exhibit 99.1 Cyclacel Pharmaceuticals, Inc. Cyclacel Pharmaceuticals ANNOUNCES CLOSING OF EXERCISE OF WARRANTS FOR $2.1 MILLION GROSS PROCEEDS BERKELEY HEIGHTS, NJ, November 14, 2024 - Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; "Cyclacel" or the "Company"), a biopharmaceutical company developing innovative cancer medicines, today announced that it closed its previously announced |
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| November 15, 2024 |
Warrant Exercise and Reload Agreement, dated November 13, 2024 Exhibit 10.1 CYCLACEL PHARMACEUTICALS, INC. November 13, 2024 Holder of Warrants Issued in May 2024 Re: Inducement Offer to Exercise Warrants Issued in May 2024 Dear Holder: Cyclacel Pharmaceuticals, Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value $0.001 per |
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| November 14, 2024 |
CYCC / Cyclacel Pharmaceuticals, Inc. / ARMISTICE CAPITAL, LLC Passive Investment SC 13G 1 armistice-cycc093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CYCLACEL PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 23254L801 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Che |
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| November 14, 2024 |
CYCC / Cyclacel Pharmaceuticals, Inc. / Lind Global Fund II LP Passive Investment SC 13G/A 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cyclacel Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 23254L801 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the ap |
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| November 14, 2024 |
EX-99.1 2 exhibit99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.001 per share, of Cyclacel Pharmaceuticals, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. November 14, 2024 LIND GLOBAL FUND I |
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| November 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Com |
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| November 12, 2024 |
Cyclacel Pharmaceuticals Reports THIRD quarter financial results and provides business update Exhibit 99.1 Cyclacel Pharmaceuticals, Inc. Cyclacel Pharmaceuticals Reports THIRD quarter financial results and provides business update BERKELEY HEIGHTS, NJ, November 12, 2024 - Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; "Cyclacel" or the "Company"), a biopharmaceutical company developing innovative medicines, today announced third quarter financial results and provided a busin |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 12, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2024 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Comm |
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| November 12, 2024 |
Letter of Crowe LLP, dated November 7, 2024 Exhibit 16.1 Crowe LLP Independent Member Crowe Global November 7, 2024 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N. E. Washington, D.C. 20549 Ladies and Gentlemen: We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on November 5, 2024, to be filed by our former client, Cyclacel Pharmaceuticals, Inc. We agre |
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| November 7, 2024 |
CYCLACEL PHARMACEUTICALS, INC. 200 CONNELL DRIVE, SUITE 1500 BERKELEY HEIGHTS, NJ 07922 CYCLACEL PHARMACEUTICALS, INC. 200 CONNELL DRIVE, SUITE 1500 BERKELEY HEIGHTS, NJ 07922 November 7, 2024 Via EDGAR Transmission U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Cyclacel Pharmaceuticals, Inc. Withdrawal of Registration Statement on Form S-1 File No. 333-282555 Ladies and Gentlemen: Pursuant to Rule 477 promulgated |
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| October 24, 2024 |
Exhibit 99.1 Cyclacel Pharmaceuticals, Inc. Cyclacel Pharmaceuticals ANNOUNCES That NASDAQ GRANTED AN EXTENSION TO REGAIN COMPLIANCE WITH THE EQUITY STANDARD RULE BERKELEY HEIGHTS, NJ, October 24, 2024 - Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; "Cyclacel" or the "Company"), a biopharmaceutical company developing innovative cancer medicines, today announced that it received a wr |
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| October 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2024 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Comm |
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| October 9, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Cyclacel Pharmaceuticals, Inc. |
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| October 9, 2024 |
As filed with the Securities and Exchange Commission on October 8, 2024 As filed with the Securities and Exchange Commission on October 8, 2024 Registration Statement No. |
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| September 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2024 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Com |
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| August 30, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2024 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Commi |
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| August 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2024 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Commi |
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| August 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2024 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Commi |
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| August 22, 2024 |
Letter of RSM US LLP, dated August 22, 2024 Exhibit 16.1 RSM US LLP 80 City Square Boston, MA 02129 T +1 617 912 9000 F +1 617 912 9001 www.rsmus.com August 22, 2024 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read Cyclacel Pharmaceuticals, Inc.’s statements included under Item 4.01(a) of its Form 8-K filed on August 22, 2024 and we agree with such statements concerning our firm. /s/ RSM US LLP |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000 |
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| August 14, 2024 |
Exhibit 99.1 Cyclacel Pharmaceuticals, Inc. Cyclacel Pharmaceuticals Reports SECOND quarter financial results and provides business update - Oral Fadraciclib Phase 2 Proof of Concept Study Enrolling Well - - 065-101 PoC Interim Data Anticipated in the Fourth Quarter of 2024 - - Management to Host Conference Call at 4:30 pm EDT Today - BERKELEY HEIGHTS, NJ, August 14, 2024 - Cyclacel Pharmaceutical |
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| August 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Commi |
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| July 31, 2024 |
REGISTRATION NO. 333 - UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 91-1707622 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 200 Connell Drive Suite 1500 Berke |
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| July 31, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Cyclacel Pharmaceuticals, Inc. |
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| June 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2024 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Commiss |
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| June 25, 2024 |
Exhibit 10.1 2018 EQUITY INCENTIVE PLAN, AS AMENDED Effective June 21, 2024 1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Cyclacel Pharmaceuticals, Inc. 2018 Equity Incentive Plan, have the following meanings: Administrator means the Board of Directors, unless it has delegated power to act on its behalf to the Committe |
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| May 14, 2024 |
Exhibit 99.1 Cyclacel Pharmaceuticals, Inc. Cyclacel Pharmaceuticals Reports first quarter financial results and provides business update - New Clinical Data to be Presented at ASCO Annual Meeting Highlighting Potential Precision Medicine Strategy with Oral Fadraciclib - - First Patients Enrolled in Oral Fadraciclib Phase 2 Proof of Concept Study - - Balance Sheet Bolstered with $8.0 million Priva |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Commissi |
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| May 13, 2024 |
CYCLACEL PHARMACEUTICALS, INC. 15,204,972 Shares of Common Stock Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-279157 PROSPECTUS CYCLACEL PHARMACEUTICALS, INC. 15,204,972 Shares of Common Stock The selling stockholders named in this prospectus may use this prospectus to offer and resell from time to time up to 15,204,972 shares of our common stock, par value $0.001 per share, which are comprised of (i) 145,000 shares (the “Shares”) of our comm |
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| May 10, 2024 |
CYCLACEL PHARMACEUTICALS, INC. 200 CONNELL DRIVE, SUITE 1500 BERKELEY HEIGHTS, NJ 07922 CYCLACEL PHARMACEUTICALS, INC. 200 CONNELL DRIVE, SUITE 1500 BERKELEY HEIGHTS, NJ 07922 May 10, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tamika Sheppard Re: Cyclacel Pharmaceuticals, Inc. Registration Statement on Form S-1 File No. 333-279157 (the “Registration Statement”) Acceleration Request Ladies |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defini |
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| May 8, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| May 6, 2024 |
As filed with the Securities and Exchange Commission on May 6, 2024 As filed with the Securities and Exchange Commission on May 6, 2024 Registration Statement No. |
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| May 6, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) CYCLACEL PHARMACEUTICALS, INC. |
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| May 2, 2024 |
Exhibit 10.2 EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 30, 2024, by and between Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant t |
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| May 2, 2024 |
Exhibit 99.2 Cyclacel Pharmaceuticals, Inc. Cyclacel Pharmaceuticals ANNOUNCES CLOSING OF $8.0 MILLION PRIVATE PLACEMENT PRICED AT-THE-MARKET UNDER NASDAQ RULES BERKELEY HEIGHTS, NJ, May 2, 2024 - Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; "Cyclacel" or the "Company"), a biopharmaceutical company developing innovative medicines based on cancer cell biology, today announced that i |
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| May 2, 2024 |
Exhibit 99.1 Cyclacel Pharmaceuticals, Inc. Cyclacel Pharmaceuticals ANNOUNCES $8.0 MILLION PRIVATE PLACEMENT PRICED AT-THE-MARKET UNDER NASDAQ RULES BERKELEY HEIGHTS, NJ, April 30, 2024 - Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; "Cyclacel" or the "Company"), a biopharmaceutical company developing innovative medicines based on cancer cell biology, today announced that it has en |
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| May 2, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 2, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 30, 2024, between Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and con |
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| May 2, 2024 |
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 2, 2024 |
Form of Placement Agent Warrant Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 2, 2024 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2024 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Commis |
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| April 29, 2024 |
CYCLACEL PHARMACEUTICALS, INC. 200 CONNELL DRIVE, SUITE 1500 BERKELEY HEIGHTS, NJ 07922 CYCLACEL PHARMACEUTICALS, INC. 200 CONNELL DRIVE, SUITE 1500 BERKELEY HEIGHTS, NJ 07922 April 29, 2024 Via EDGAR Transmission U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Cyclacel Pharmaceuticals, Inc. Withdrawal of Registration Statement on Form S-1 File No. 333-278197 Ladies and Gentlemen: Pursuant to Rule 477 promulgated un |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-50626 CYCLACEL PHA |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2024 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Commis |
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| April 25, 2024 |
As filed with the Securities and Exchange Commission on April 24, 2024 As filed with the Securities and Exchange Commission on April 24, 2024 Registration Statement No. |
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| April 25, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Cyclacel Pharmaceuticals, Inc. |
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| April 19, 2024 |
As filed with the Securities and Exchange Commission on April 19, 2024 As filed with the Securities and Exchange Commission on April 19, 2024 Registration Statement No. |
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| April 19, 2024 |
Exhibit 4.13 PRE-FUNDED COMMON STOCK PURCHASE WARRANT cYCLACEL PHARMACEUTICALS, INC. Warrant Shares: Initial Exercise Date: , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the |
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| April 19, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Cyclacel Pharmaceuticals, Inc. |
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| April 19, 2024 |
Form of Warrant Agency Agreement. Exhibit 10.15 Cyclacel Pharmaceuticals, Inc. and EQUINITI TRUST COMPANY, LLC as Warrant Agent Warrant Agency Agreement Dated as of , 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2024 (“Agreement”), between Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”). W I T N E S S E T H WHEREAS, pursuant to a |
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| April 19, 2024 |
Form of Securities Purchase Agreement. Exhibit 10.14 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2024, between Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions |
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| April 19, 2024 |
Form of Placement Agency Agreement. Exhibit 1.1 PLACEMENT AGENCY AGREEMENT , 2024 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $ of registered securities of the Company, including, |
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| April 19, 2024 |
Exhibit 4.12 COMMON STOCK PURCHASE WARRANT CYCLACEL PHARMACEUTICALS, INC. Warrant Shares: Issue Date: , 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that the Stockholder Approva |
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| March 28, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Commis |
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| March 22, 2024 |
As filed with the Securities and Exchange Commission on March 22, 2024 As filed with the Securities and Exchange Commission on March 22, 2024 Registration Statement No. |
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| March 22, 2024 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Cyclacel Pharmaceuticals, Inc. |
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| March 21, 2024 |
Exhibit 10.13 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is made and entered into as of January 26, 2024 (“Effective Date”) by and between Cyclacel Limited (“Company”), with its registered office at 2 London Wall Place, London, EC2Y 5AU, United Kingdom and Brian Schwartz, MD, (“Consultant”), an individual residing at 465 NE 6th Street, Boca Raton, FL 33432, United States of Ameri |
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| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 00-50626 CYCLACEL PHARMACEUTICALS, INC. ( |
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| March 21, 2024 |
Exhibit 4.12 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 Exhibit 4.12 DESCRIPTION OF SECURITIES The following description of our capital stock, certain provisions of our certificate of incorporation and bylaws, and certain provisions of Delaware law are summaries. The following description is not complete and is subject to and qualified in its entirety by our certificate of incorporation and bylaws, which are filed as exhibits to the registration statem |
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| March 21, 2024 |
Exhibit 97.1 CYCLACEL PHARMACEUTICALS, INC. CLAWBACK POLICY I.Introduction The Board of Directors (the “Board”) of Cyclacel Pharmaceuticals, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The |
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| March 19, 2024 |
Exhibit 99.1 Cyclacel Pharmaceuticals Reports fourth quarter and full year 2023 financial results and provides business update - On Track to Start Oral Fadraciclib Phase 2 Proof of Concept in 1H 2024 - - Expect to Report Final Data from Fadraciclib 065-101 Dose Escalation – - Oral Plogosertib Preclinical Data Support Precision Medicine Strategy in ARID1A- and SMARCA-Mutated Cancers – - Management |
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| March 19, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2024 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Commis |
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| February 14, 2024 |
CYCC / Cyclacel Pharmaceuticals, Inc. / Dellora Investments LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cyclacel Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 23254L603 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 14, 2024 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-276623 PROSPECTUS CYCLACEL PHARMACEUTICALS, INC. 411,969 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF OUTSTANDING WARRANTS This prospectus relates to the proposed resale from time to time, by the selling security holders identified in this prospectus of up to 411,969 shares of Cyclacel Pharmaceuticals, Inc. (the “Company”), common stock, $0 |
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| February 14, 2024 |
CYCC / Cyclacel Pharmaceuticals, Inc. / Schonfeld Strategic Advisors LLC Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| February 13, 2024 |
SC 13G/A 1 altiumcycc-sc13ga.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cyclacel Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 23254L801 (CUSIP Number) December 31, 2023 (Date of Event Which Requires F |
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| February 13, 2024 |
Joint Acquisition Statement Pursuant to Section 240.13d-1(k) EX-1 2 ex-1.htm JOINT ACQUISITION STATEMENT Page 9 of 9 Altium Capital Management, LP SC 13G/A EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of |
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| February 12, 2024 |
February 12, 2024 Via Edgar United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| February 8, 2024 |
As filed with the Securities and Exchange Commission on February 7, 2024 As filed with the Securities and Exchange Commission on February 7, 2024 Registration Statement No. |
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| February 7, 2024 |
SC 13G/A 1 p24-0477sc13ga.htm CYCLACEL PHARMACEUTICALS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cyclacel Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 23254L603 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of th |
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| February 7, 2024 |
919 Third Avenue New York, NY 10022 212 935 3000 mintz.com February 7, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jessica Dickerson and Laura Crotty, Office of Life Sciences Re: Cyclacel Pharmaceuticals, Inc. Registration Statement on Form S-1 Filed January 19, 2024 File No. 333-276623 (the “Registration St |
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| January 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Comm |
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| January 19, 2024 |
Exhibit 3.5 CERTIFICATE OF CORRECTION The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is Cyclacel Pharmaceuticals, Inc. 2. A Certificate of Amendment to the Amended and Restated Certificate of Incorporation was filed by the Secretary of State of Delaware on December 15, 2023. Said Certifi |
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| January 19, 2024 |
As filed with the Securities and Exchange Commission on January 19, 2024 As filed with the Securities and Exchange Commission on January 19, 2024 Registration Statement No. |
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| January 19, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Cyclacel Pharmaceuticals, Inc. |
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| January 19, 2024 |
Exhibit 3.4 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CYCLACEL PHARMACEUTICALS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Cyclacel Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify: FIRST |
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| January 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2024 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Comm |
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| January 10, 2024 |
Joint Acquisition Statement Pursuant to Section 240.13d-1(k) EX-1 2 ex-1.htm JOINT ACQUISITION STATEMENT Altium Capital Management, LP - SC 13G Page 9 of 9 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of |
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| January 10, 2024 |
SC 13G 1 cycc-sc13g122123.htm SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cyclacel Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 23254L801 (CUSIP Number) December 21, 2023 ( |
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| January 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Commi |
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| January 9, 2024 |
Exhibit 99.1 Cyclacel Pharmaceuticals, Inc. (CYCC) BIOTECH SHOWCASE JANUARY 2024 Translating cancer biology into medicines Disclaimer This presentation contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. |
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| January 4, 2024 |
CYCC / Cyclacel Pharmaceuticals, Inc. / Lind Global Fund II LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cyclacel Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 23254L801 (CUSIP Number) December 26, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa |
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| January 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2024 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Commi |
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| January 4, 2024 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.001 per share, of Cyclacel Pharmaceuticals, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. January 4, 2024 LIND GLOBAL FUND II LP By: Lind Global Partner |
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| December 26, 2023 |
Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 21, 2023, between Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the te |
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| December 26, 2023 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 21, 2023, between Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and |
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| December 26, 2023 |
Form of Pre-Funded Common Stock Purchase Warrant Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT CYCLACEL PHARMACEUTICALS, INC. Warrant Shares: Issue Date: Initial Exercise Date: December 26, 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any |
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| December 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2023 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-50626 91-1707622 (State or other jurisdiction of incorporation) (Com |
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| December 26, 2023 |
Form of Common Stock Purchase Warrant Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG |
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| December 26, 2023 |
Exhibit 99.1 Cyclacel Pharmaceuticals Announces Registered Direct and Private Placement Offering Priced At-The-Market Under Nasdaq Rules December 22, 2023 BERKELEY HEIGHTS, N.J., Dec. 22, 2023 (GLOBE NEWSWIRE) - Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; "Cyclacel" or the "Company"), a biopharmaceutical company developing innovative medicines based on cancer cell biology, announc |
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| December 26, 2023 |
168,500 Shares of Common Stock Prefunded Warrants to Purchase 219,700 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-274328 PROSPECTUS SUPPLEMENT (To Prospectus dated September 1, 2023) 168,500 Shares of Common Stock Prefunded Warrants to Purchase 219,700 Shares of Common Stock We are offering 168,500 shares (“Shares”) of our common stock, par value $0.001 per share (“common stock”) and an aggregate of 219,700 prefunded warrants (each a “Prefunded Warrant” an |
