Liquidation: Cyclacel Pharmaceuticals, Inc.

Form Type: 10-Q

Filing Date: 2025-05-14

Corporate Action: Liquidation

Type: Update

Accession Number: 000164117225010270

Filing Summary: Cyclacel Pharmaceuticals, Inc. reported significant developments regarding its strategic direction, including a decision to liquidate its wholly-owned subsidiary, Cyclacel Limited, due to financial constraints. This decision followed a strategic review initiated in December 2024 to explore alternatives aimed at preserving cash. The company entered into a securities purchase agreement with investor David E. Lazar to issue shares of Series C and D Convertible Preferred Stock, generating approximately $3.1 million in gross proceeds intended for settling liabilities and operational costs. Additionally, on February 26, 2025, another agreement was established where Lazar's shares were transferred to Datuk Dr. Doris Wong Sing Ee, who then held a 70% ownership stake after exercising conversion rights of the preferred stock to Common Stock, resulting in significant dilution of equity. Liquidation procedures for Cyclacel Limited commenced on January 31, 2025, as announced in the London Gazette, marking a pivotal financial and operational transition for the company as it shifts focus solely to the development of its Plogosertib clinical program, having acquired related assets from the liquidated subsidiary. This has led to a noticeable increase in stockholders' equity by approximately $5.0 million following the deconsolidation of Cyclacel Limited's financial results.

Form Type: 8-K

Filing Date: 2025-02-05

Corporate Action: Liquidation

Type: New

Accession Number: 000182912625000729

Filing Summary: On January 31, 2025, Cyclacel Pharmaceuticals, Inc. announced the creditors voluntary liquidation (CVL) of its UK subsidiary, Cyclacel Limited, as published in the London Gazette. The company's board determined that the subsidiary should undergo CVL, leading to the appointment of joint liquidators to manage the winding up process. This decision aligns with the company's ongoing strategy to explore alternatives and reduce operational costs. The company plans to acquire plogosertib, a drug that has undergone Phase 1 clinical trials, from the liquidators and intends to further develop this drug with a new oral formulation. Concurrently, Cyclacel will market the subsidiary's other drug fadraciclib for sale, relinquishing it as an asset. Following the liquidation, Cyclacel will no longer control the subsidiary, resulting in a deconsolidation expected to enhance stockholders' equity by approximately $5.6 million, which will be reported in the upcoming Form 10-Q for the quarter ended March 31, 2025.