0001214659-13-001798.txt : 20130402 0001214659-13-001798.hdr.sgml : 20130402 20130402085730 ACCESSION NUMBER: 0001214659-13-001798 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130402 DATE AS OF CHANGE: 20130402 GROUP MEMBERS: KEVIN C. TANG GROUP MEMBERS: TANG CAPITAL MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cyclacel Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001130166 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 911766850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80136 FILM NUMBER: 13733430 BUSINESS ADDRESS: STREET 1: 200 CONNELL DRIVE STREET 2: SUITE 1500 CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 BUSINESS PHONE: 908-517-7330 MAIL ADDRESS: STREET 1: 200 CONNELL DRIVE STREET 2: SUITE 1500 CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 FORMER COMPANY: FORMER CONFORMED NAME: XCYTE THERAPIES INC DATE OF NAME CHANGE: 20001218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TANG CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001191935 IRS NUMBER: 680517277 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4747 EXECUTIVE DRIVE STREET 2: SUITE 510 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-200-3830 MAIL ADDRESS: STREET 1: 4747 EXECUTIVE DRIVE STREET 2: SUITE 510 CITY: SAN DIEGO STATE: CA ZIP: 92121 SC 13G/A 1 a41130sc13ga1.htm AMENDMENT NO. 1 a41130sc13ga1.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
 
SCHEDULE 13G/A

 
Under the Securities Exchange Act of 1934
(Amendment No. 1)

 
Cyclacel Pharmaceuticals, Inc.
(Name of Issuer)
 
Common Stock, $0.001 par value
(Title of Class of Securities)
 
 
 
23254L306
(CUSIP Number)
 
 
 
March 27, 2013
(Date of Event Which Requires Filing of This Statement)
 
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
o
Rule 13d-1(b)
 
 
ý
Rule 13d-1(c)
 
 
o
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 


 
 

 
 
CUSIP No.  23254L306
 
13G/A
Page 2 of 8 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
TANG CAPITAL PARTNERS, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a) ¨
(b) ý
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
765,198
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
765,198
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
765,198
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.1%
12
TYPE OF REPORTING PERSON
 
PN

 
 

 
 
CUSIP No.  23254L306
 
13G/A
Page 3 of 8 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
TANG CAPITAL MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a) ¨
(b) ý
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
765,198
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
765,198
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
765,198
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.1%
12
TYPE OF REPORTING PERSON
 
OO

 
 

 
 
CUSIP No.  23254L306
 
13G/A
Page 4 of 8 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
KEVIN C. TANG
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a) ¨
(b) ý
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
765,198
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
765,198
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
765,198
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.1%
12
TYPE OF REPORTING PERSON
 
IN
 
 
 

 


 
Item 1(a).
Name of Issuer:
 
Cyclacel Pharmaceuticals, Inc. (the “Issuer”)
 
Item1(b).
Address of Issuer’s Principal Executive Offices:
 
200 Connell Drive, Suite 1500, Berkeley heights, NJ 07922
 
Item 2(a).
Name of Person Filing:
 
This Statement on Schedule 13G/A (this “Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin C. Tang, the manager of Tang Capital Management.
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:

4747 Executive Drive, Suite 510, San Diego, CA 92121
 
Item 2(c).
Citizenship:
 
Tang Capital Partners is a Delaware limited partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen.
 
Item 2(d).
Title of Class of Securities:
 
Common Stock, $0.001 par value (the "Common Stock")
 
Item 2(e).
CUSIP Number:  23254L306
 
Item 3. 
Not applicable.
 
Item 4. 
Ownership.
 
 
(a) 
Amount Beneficially Owned:
 
Tang Capital Partners.  Tang Capital Partners is the beneficial owner of 765,198 shares of the Issuer’s Common Stock and shares voting and dispositive power over such shares with Tang Capital Management and Kevin C. Tang.
 
Tang Capital Management. Tang Capital Management, as the general partner of Tang Capital Partners, may be deemed to beneficially own the shares of the Issuer’s Common Stock beneficially owned by Tang Capital Partners.
 
Kevin C. Tang.  Kevin C. Tang, as the manager of Tang Capital Management, may be deemed to beneficially own the shares of the Issuer’s Common Stock beneficially owned by Tang Capital Partners.
 
Mr. Tang disclaims beneficial ownership of all shares reported herein except to the extent of his pecuniary interest therein.
 
The percentages used herein are based upon 10,831,779 shares of the Issuer’s Common Stock outstanding as of March 29, 2013 per the Issuer’s Annual Report on Form 10-K (file number 000-50626) as filed with the Securities and Exchange Commission on April 1, 2013.
 
 
 

 
 
 
(b) 
Percent of Class:
 
Tang Capital Partners
7.1%
Tang Capital Management
7.1%
Kevin C. Tang
7.1%
 
 
(c) 
Number of shares as to which such person has:
 
 
(i) 
sole power to vote or to direct the vote:
 
Tang Capital Partners
0 shares
Tang Capital Management
0 shares
Kevin C. Tang
0 shares
 
 
(ii) 
shared power to vote or to direct the vote:
 
Tang Capital Partners
765,198 shares
Tang Capital Management
765,198 shares
Kevin C. Tang
765,198 shares
 
 
(iii) 
sole power to dispose or to direct the disposition of:
 
Tang Capital Partners
0 shares
Tang Capital Management
0 shares
Kevin C. Tang
0 shares
 
 
(iv) 
shared power to dispose or to direct the disposition of:
 
Tang Capital Partners
765,198 shares
Tang Capital Management
765,198 shares
Kevin C. Tang
765,198 shares
 
Item 5. 
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ¨
 
Item 6. 
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
Not applicable.
 
Item 8. 
Identification and Classification of Members of the Group.
 
Not applicable.
 
Item 9. 
Notice of Dissolution of Group.
 
Not applicable.
 
 
 

 
 
Item 10. 
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
 
 
 

 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 

Date:
April 2, 2013
   
     
     
TANG CAPITAL PARTNERS, LP
 
   
By:  Tang Capital Management, LLC, its General Partner
 
     
     
By:
/s/ Kevin C. Tang
 
 
Kevin C. Tang, Manager
 
     
     
TANG CAPITAL MANAGEMENT, LLC
 
     
     
By:
/s/ Kevin C. Tang
 
 
Kevin C. Tang, Manager
 
     
     
/s/ Kevin C. Tang
 
Kevin C. Tang