c12130sc13g.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
SCHEDULE 13G

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

 
Cyclacel Pharmaceuticals, Inc.
(Name of Issuer)
 
Common Stock, $0.001 par value
(Title of Class of Securities)
 
 
 
23254L306
(CUSIP Number)
 
 
 
December 31, 2012
(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
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
 
631,561
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
631,561
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
631,561
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.0%
12
TYPE OF REPORTING PERSON
 
PN

 
 
 
 
CUSIP No.  23254L306
 
13G
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
 
631,561
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
631,561
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
631,561
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.0%
12
TYPE OF REPORTING PERSON
 
OO

 
 
 
 
CUSIP No.  23254L306
 
13G
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
 
631,561
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
631,561
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
631,561
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.0%
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 (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 631,561 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 9,084,515 shares of the Issuer’s Common Stock outstanding (8,452,954 shares outstanding per the Form S-1 (file number 333-185674) as filed with the Securities and Exchange Commission on December 26, 2012, plus the 631,561 shares of the Issuer’s Common Stock issued to Tang Capital Partners as described in the Issuer’s Form 8-K as filed with the Securities and Exchange Commission on December 31, 2012).
 
 
 
 
 
 
(b) 
Percent of Class:
 
Tang Capital Partners
7.0%
Tang Capital Management
7.0%
Kevin C. Tang
7.0%
 
 
(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
631,561 shares
Tang Capital Management
631,561 shares
Kevin C. Tang
631,561 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
631,561 shares
Tang Capital Management
631,561 shares
Kevin C. Tang
631,561 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:
January 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