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 September 1, 2025, Cyclacel Pharmaceuticals, Inc. (the “Company”) issued amended and restated series A common stock purchase warrants, amended and restated series B common stock purchase warrants and amended and restated series C common stock purchase warrants (collectively, the “Amended Warrants”) to holders of the Amended Warrants whereby the Company removed the Ownership Limitation (as defined below). The removal of the Ownership Limitation was approved by the Board of Directors and majority stockholder of the Company as disclosed in the Company’s Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on July 7, 2025, with an effective date of July 28, 2025.
As described in the Schedule 14C, the original Warrants could not be exercised in a manner that would result in the holder or his or her transferees or their affiliates holding or voting more than the lower of (i) the maximum percentage of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of the original Warrants that could be issued to the holder without requiring a vote of the stockholders of the Company under the rules and regulations of The Nasdaq Capital Market, and (ii) 4.99% of the number of shares of common stock outstanding immediately before the original issue date, prior to the date that the Company’s stockholders approved the issuance of shares of common stock to the holder thereof (the “Ownership Limitation”). The Amended Warrants removes such Ownership Limitation such that the Amended Warrants may be exercised and voted without regard to such Ownership Limitation.
The amended and restated series A common stock purchase warrants entitle each holder to purchase 218,000 shares of common stock of the Company at an exercise price of $7.65 per share with an expiration date five years from the date of issuance. The amended and restated series B common stock purchase warrants entitle each holder to purchase 218,000 shares of common stock of the Company at an exercise price of $9.00 per share with an expiration date five years from the date of issuance. The amended and restated series C common stock purchase warrants entitle each holder to purchase 218,000 shares of common stock of the Company at an exercise price of $10.20 per share with an expiration date five years from the date of issuance.
The foregoing description of the Amended Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Warrants which are filed as Exhibits 10.1, 10.2 and 10.3 respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 10.1 | Form of Amended and Restated Series A Common Stock Purchase Warrant | |
| 10.2 | Form of Amended and Restated Series B Common Stock Purchase Warrant | |
| 10.3 | Form of Amended and Restated Series C Common Stock Purchase Warrant | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
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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: September 1, 2025 | Cyclacel Pharmaceuticals, Inc. | |
| By: | /s/ Datuk Dr. Doris Wong Sing Ee | |
| Name: | Datuk Dr. Doris Wong Sing Ee | |
| Title: | Chief Executive Officer and Executive Director | |
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