UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On February 20, 2025, Cyclacel Pharmaceuticals, Inc. (the “Company”), amended, through addendum, its securities purchase agreement (the “Lazar Purchase Agreement”) with David Lazar (the “Purchaser”), its interim Chief Executive Officer, which was initially entered into on February 4, 2025 (the “Amendment”). Pursuant to the Lazar Purchase Agreement, the Company shall have the right, but not the obligation, to direct the Purchaser, by delivering written notice thereof from time to time and until September 30, 2026, to purchase up to $8,000,000 (the “Aggregate Purchase Price”) of shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company (the “Shares”) in one or more private placement offerings. The Amendment was entered into to amend the applicable purchase price to be the greater of (i) the consolidated closing bid price immediately prior to the entry into the Lazar Purchase Agreement and (ii) the consolidated closing bid price on the Trading Day (as defined in the Lazar Purchase Agreement) immediately preceding the applicable Purchase Date (as defined in the Lazar Purchase Agreement) if such purchase occurs on a Trading Day prior to close of market or the consolidated closing bid on the Trading Day of Purchase Date if it occurs following close of the market on a Trading Day until the market opens on the next Trading Day. The issuance of the Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. The issuance of the Shares will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation S or Regulation D promulgated thereunder.
The Amendment also added a contractual six (6) month lock-up for any Shares issued in all of the private placement offerings described in the Lazar Purchase Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 10.1 | Lock-Up Addendum, dated February 20, 2025, by and between the Company and David Lazar |
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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: February 24, 2025 | Cyclacel Pharmaceuticals, Inc. | ||
| By: | /s/ David Lazar | ||
| Name: | David Lazar | ||
| Title: | Interim Chief Executive Officer | ||
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