UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On March 10, 2025, Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”) entered into an Agreement for the Sale and Purchase of Certain Assets (the “Purchase Agreement”) with Cyclacel Limited, a United Kingdom-based wholly owned subsidiary of the Company that is currently in liquidation (“Cyclacel Limited”), along with Carrie James and James Hopkirk, the liquidators of Cyclacel Limited effective as of January 24, 2025 (the “Liquidators”). Under the terms of the Purchase Agreement, the Company agreed to purchase, and Cyclacel Limited agreed to sell, with the approval of the Liquidators, certain assets (the “Assets”) of Cyclacel Limited related to Plogosertib, a polo-like kinase 1 (PLK 1) inhibitor for treatment of in esophageal cancer and acute leukemia (“Plogo”), for a purchase price of £250,000 (exclusive of VAT).
Pursuant to the Purchase Agreement, the Company further agreed to dispose of the Assets, if ever, only for cash consideration (a “Subsequent Disposal”). In the event of any Subsequent Disposal, the Company agreed to pay the surplus (without any set-off, counterclaim, deduction or withholding, other than any deduction or withholding of tax as required by law) to Cyclacel Limited within 14 days of the receipt by the Company of the consideration or part consideration for the Subsequent Disposal whenever it is received (the “Surplus”). The Purchase Agreement defines Surplus as an amount equal to 50% of the difference between the consideration being received by the Buyer upon a Subsequent Disposal and the greater of: (i) the sum of £250,000; or (ii) £250,000 plus all direct costs incurred by the Company in the research or development of the Assets (including the manufacture of Plogosertib or product to be used in development) or in relation to the patent rights following the closing of the Purchase Agreement.
In connection with the Company’s entry into the Purchase Agreement, the Company, Cyclacel Limited and the Liquidators also entered into an Assignment of Patent Rights Agreement dated March 10, 2025 (the “Patent Assignment Agreement”), whereby Cyclacel Limited assigned to the Company all of its rights, title and interest in certain patent rights related to Plogo, as described in greater detail in the Purchase Agreement.
The foregoing description of the material terms of the Purchase Agreement and the Patent Assignment Agreement do not purport to be complete and are qualified in its entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibit 2.1 and 10.1 respectively, and each of which is incorporated herein in its entirety by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| * | Furnished herewith. | |
| + | Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[****]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 14, 2025 | Cyclacel Pharmaceuticals, Inc. | ||
| By: | /s/ Datuk Dr. Doris Wong Sing Ee | ||
| Name: | Datuk Dr. Doris Wong Sing Ee | ||
| Title: | Chief Executive Officer | ||
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