M&A - Cyclacel Pharmaceuticals, Inc.

Form Type: 8-K

Filing Date: 2025-03-14

Corporate Action: Acquisition

Type: New

Accession Number: 000182912625001770

Filing Summary: On March 10, 2025, Cyclacel Pharmaceuticals, Inc. entered into a Purchase Agreement with Cyclacel Limited, a wholly owned subsidiary that is currently in liquidation. The Company agreed to purchase specific assets related to Plogosertib, a treatment for esophageal cancer and acute leukemia, for £250,000. The agreement requires any future disposal of these assets to be for cash consideration, with 50% of any surplus above £250,000 paid back to Cyclacel Limited. The Company also executed a Patent Assignment Agreement, transferring all patent rights related to Plogo from Cyclacel Limited to Cyclacel Pharmaceuticals. The agreements detail the financial terms and conditions surrounding the acquisition of these assets.

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Form Type: 8-K

Filing Date: 2025-02-27

Corporate Action: Acquisition

Type: Update

Accession Number: 000182912625001253

Filing Summary: On February 26, 2025, Cyclacel Pharmaceuticals, Inc. entered into a significant agreement to sell shares of its Series C and Series D Convertible Preferred Stock, resulting in a 70% acquisition by Datuk Dr. Doris Wong Sing Ee. The transaction closed on the same date, with the Investor purchasing 1,000,000 shares of Series C and additional Series D shares for a total of $6,300,000, which included an $800,000 brokerage fee. The convertible securities enable the Investor to potentially acquire approximately 194,628,820 shares of the company’s common stock post-conversion. This acquisition follows the approval of amendments to the certificates of designation for both series of convertible preferred stock that removed prior ownership limitations. Additionally, Cyclacel reported that it had regained compliance with Nasdaq's equity listing requirement. Accompanying these changes were the resignations of several directors, including the company’s interim CEO, David Lazar, who has been replaced by Datuk Dr. Doris Wong Sing Ee. The updated board structure also includes the appointment of Kiu Cu Seng as Chief Financial Officer and other directors, alongside a settlement agreement with Dr. Samuel L. Barker regarding his resignation as a director. This series of events marks a pivotal shift in governance and ownership structure for Cyclacel Pharmaceuticals, Inc.

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