M&A - Cyclacel Pharmaceuticals, Inc.

Form Type: 425

Filing Date: 2025-07-07

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225017914

Filing Summary: On July 7, 2025, Cyclacel Pharmaceuticals, Inc. entered into an amendment to the exchange agreement with FITTERS Diversified Berhad and its wholly-owned subsidiary. The transaction involves a voluntary share exchange where FITTERS Parent will exchange its entire ownership interest in FITTERS for 19.99% of the common stock of Cyclacel. As part of the agreement, Cyclacel will pay an additional USD 1,000,000 at the closing. The deadline for the finalization of this arrangement has been extended to September 30, 2025. The company released this information concurrently in a press release, emphasizing that the details included in the full text of the amendment and other relevant communications will be available for investor review.

Form Type: 8-K

Filing Date: 2025-07-07

Corporate Action: Merger

Type: New

Accession Number: 000164117225017906

Filing Summary: On July 7, 2025, Cyclacel Pharmaceuticals, Inc. entered into amendment no. 1 to an exchange agreement with FITTERS Diversified Berhad and FITTERS Sdn. Bhd. The amendment outlines a voluntary share exchange transaction where FITTERS Parent will exchange its 100% ownership interest in FITTERS for 19.99% of Cyclacel's common stock. Additionally, Cyclacel will pay USD $1,000,000 or a mutually agreed amount at closing. The deadline for the transaction execution has been extended to September 30, 2025. A press release announcing the execution of the amendment was also issued on the same date, and it will lead to further filings with the SEC regarding the transaction.

Form Type: 8-K

Filing Date: 2025-05-06

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225008836

Filing Summary: On May 6, 2025, Cyclacel Pharmaceuticals, Inc. entered into a share exchange agreement with FITTERS Diversified Berhad and its wholly-owned subsidiary FITTERS Sdn. Bhd. The agreement involves a voluntary share exchange where FITTERS Parent will exchange its entire ownership interest in FITTERS, representing 100% of the outstanding capital shares of FITTERS, for 19.99% of the common stock of Cyclacel. After the completion of this transaction, FITTERS will become a wholly-owned subsidiary of Cyclacel. Additionally, Cyclacel's CEO, Datuk Dr. Doris Wong Sing Ee, will be appointed as a director of FITTERS and its subsidiaries. The Exchange Agreement stipulates customary representations, warranties, covenants, and closing conditions, including shareholder approval for the transaction and a name change for the company to 'Bio Green Med Solution, Inc.' There is a deadline for closure of the transaction set for August 31, 2025, failing which either party may terminate the agreement. Furthermore, a press release was issued on the same date to announce this execution.

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.

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.