UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 2013
CYCLACEL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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0-50626 |
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91-1707622 |
(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (908) 517-7330
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On March 27, 2013, Cyclacel Pharmaceuticals, Inc. (the Company) entered into the Securities Exchange Agreement (the Agreement) with Tang Capital Partners, LP (Tang), pursuant to which the Company agreed to issue 765,198 shares of its common stock, $0.001 par value (the Common Stock), to Tang in exchange for Tangs delivery to the Company of 375,457 shares of the Companys 6% Exchangeable Convertible Preferred Stock (the Preferred Stock). Tang, who is not an affiliate of the Company within the meaning of Rule 144(a)(1) under the Securities Act of 1933, as amended (the Securities Act), approached the Company with the proposed exchange transaction (the Exchange). The terms of the Exchange were determined by arms-length negotiations between the parties. The shares of Common Stock were issued in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act for securities exchanged by the issuer and an existing security holder where no commission or other remuneration is paid or given directly or indirectly by the issuer for soliciting such exchange. This transaction settled on March 28, 2013, after which a total of 420,862 shares of Preferred Stock will remain outstanding.
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.
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CYCLACEL PHARMACEUTICALS, INC. | |
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By: |
/s/ Paul McBarron |
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Name: |
Paul McBarron |
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Title: |
Executive Vice PresidentFinance, |
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Chief Financial Officer and Chief Operating Officer |
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Date: March 28, 2013 |
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