Cyclacel Pharmaceuticals Inc

DEF 14A 1 tm252001-3_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under Rule 14a-12

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SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON FEBRUARY 6, 2025

January 21, 2025

Dear Stockholders of Cyclacel Pharmaceuticals, Inc.:

You are cordially invited to a Special Meeting of Stockholders (the “Special Meeting”) of Cyclacel Pharmaceuticals, Inc. (the “Company” or “Cyclacel”) to be held on February 6, 2025, beginning at 10:00 a.m. Eastern Time. This Special Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively via online audio-only broadcast. You will be able to participate in the Special Meeting, vote your shares and submit your questions during the meeting via the Internet by visiting http://www.virtualshareholdermeeting.com/CYCC2025SM. The Special Meeting will be held in virtual format only.

On January 2, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with David E. Lazar, pursuant to which he agreed to acquire (i) 1,000,000 shares of Series C Convertible Preferred Stock (“Series C Preferred Stock”) of the Company at a price of $1.00 per share and (ii) upon approval of the Nasdaq Proposal (as defined below), 2,100,000 shares of Series D Preferred Stock (“Series D Preferred Stock” and, together with the Series C Preferred Stock, the “Preferred Stock”) of the Company at a price of $1.00 per share, for aggregate gross proceeds of $3.1 million. Each share of Series C Preferred Stock is convertible into 2.65 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), and each share of Series D Preferred Stock is convertible into 110 shares of Common Stock. In no event will the Series C Preferred Stock be convertible into Common Stock in a manner that would result in Mr. Lazar or his transferees or their affiliates holding 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 conversion of the Preferred Stock that can be issued to the holder without requiring a vote of the stockholders of the Company under the rules and regulations of The Nasdaq Stock Market (“Nasdaq”); and (ii) 5% of the number of shares of Common Stock outstanding immediately before the original issue date (the “Series C Ownership Limitation”), prior to the date that the Company’s stockholders approve the issuance of shares of Common Stock to Mr. Lazar upon conversion of the Preferred Stock. In addition, prior to a Fundamental Transaction (as defined below), in no event will the Series D Preferred Stock be convertible into Common Stock in a manner that would result in Mr. Lazar or his transferees or their affiliates holding more than the lower of (i) the maximum percentage of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Preferred Stock that can be issued to the Holder without requiring a vote of the stockholders of the Company under the rules and regulations of Nasdaq; and, (ii) 49.99% of the number of shares of the Common Stock outstanding immediately before the original issue date (the “Series D Ownership Limitation). The term “Fundamental Transaction,” as used herein means when (i) the Corporation effects any merger of the Company with or into another entity and the Company is not the surviving entity, (ii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iii) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock). The certificate of designations for each of the Series C Preferred Stock and Series D Preferred Stock further provides that even following a vote of the stockholders of the Company in accordance with the rules and regulations of the trading market on which the Common Stock trades on such date and applicable securities laws to approve the removal of the Ownership Limitation, the Company shall not effect any conversion of the Preferred Stock, and a holder of the Preferred Stock shall not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion, such holder (together with any other shares of Common Stock otherwise held by such holder(s) or their affiliates) would beneficially own the number of shares of Common Stock, which would be in excess of any statutory threshold pursuant to which the acquisition of such shares would trigger a compulsory offer requirement under applicable federal or state tender offer rules for the holder and its affiliates to make a tender offer for all the shares of the Company.

Under the applicable Nasdaq rules and the Purchase Agreement, in the absence of stockholder approval, we may not issue shares of Common Stock to Mr. Lazar upon conversion of the Series C Preferred Stock, and Mr. Lazar may not vote shares of the Series C Preferred Stock, in each case, in excess of the Ownership Limitation.

In the Purchase Agreement, we agreed to call a meeting of stockholders for purposes of soliciting approval of the issuance of all the shares of Common Stock upon conversion of the Preferred Stock pursuant to the terms of the Purchase Agreement and an amendment to the Certificate of Designations for the Series C Preferred Stock (the “Series C Preferred Certificate of Designations”) in order to remove the Series C Ownership Limitation. Furthermore, the issuance of shares of our Common Stock to David Lazar upon the conversion of the Preferred Stock would result in a “change of control” under applicable rules of The Nasdaq Capital Market (“Nasdaq”). We are therefore also seeking approval from stockholders for the “change of control” that would result under Nasdaq rules upon the issuance of Common Stock to David Lazar upon conversion of the Preferred Stock. In addition, pursuant to the Purchase Agreement, we agreed to call a meeting of stockholders for purposes of an amendment to our Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), to effect a reverse stock split of our issued and outstanding shares of Common Stock, at a ratio of between 1:4 and 1:16 (the “Reverse Stock Split Amendment”), an amendment to the Certificate to increase the number of authorized shares of Common Stock from 100,000,000 shares to 250,000,000 shares (the “Share Increase Amendment”), which number would not be adjusted as a result of the Reverse Stock Split Amendment, and of an amendment to the Cyclacel Pharmaceuticals, Inc. 2018 Equity Incentive Plan, as amended (the “2018 Plan”), to reserve an additional 500,000 shares of Common Stock for issuance thereunder (the “Plan Amendment”), which number would not be adjusted as a result of the Reverse Stock Split Amendment. Accordingly, we are calling this Special Meeting in order to solicit approval from stockholders for these proposals.

If the issuance of the Common Stock upon conversion of the Series C Preferred Stock and the removal of the Series C Ownership Limitation with respect to the Series C Preferred Stock are approved by our stockholders, Mr. Lazar (or his transferee) will become a significant stockholder, owning approximately 19.06% of our Common Stock (based on the conversion of all shares of the Preferred Stock that are expected to be issued to Mr. Lazar pursuant to the Purchase Agreement). We expect that our Common Stock will continue to be listed on Nasdaq provided that we can regain compliance with Nasdaq’s continued listing requirements, and the Company will continue as a public reporting company under the rules of the Securities and Exchange Commission (the “SEC”).

In addition, on January 2, 2025, the Company entered into a Warrant Exchange Agreement (the “Exchange Agreement”) with Armistice Capital Master Fund Ltd. (the “Holder”) of certain existing warrants (the “Exchanged Warrants”) to purchase an aggregate of 24,844,725 shares of Common Stock. The Exchanged Warrants were originally issued (i) pursuant to a securities purchase agreement, dated as of April 30, 2024 by and between the Company and the Holder and (ii) pursuant to a warrant exercise and reload agreement dated November 13, 2024 by and between the Company and the Holder. Pursuant to the Exchange Agreement, on the closing date and subject to approval of the Warrant Exchange Issuance Proposal (as defined below), the Company agreed to exchange with the Holder the Exchanged Warrants for (i) an aggregate of 24,844,725 shares of Common Stock (the “New Shares”) and (ii) $1,100,000 (collectively, the “Exchange”). To the extent the Holder would otherwise beneficially own in excess of any beneficial ownership limitation applicable to the Holder after giving effect to the Exchange, the Exchanged Warrants shall be exchanged for a number of New Shares issuable to the Holder without violating the beneficial ownership limitation and the remainder of the Holder’s Exchanged Warrants shall be issued as pre-funded warrants to purchase the number of shares of Common Stock equal to the number of shares of Common Stock in excess of the beneficial ownership limitation. The closing is expected to take place substantially concurrently with the date of the approval of the Warrant Exchange Issuance Proposal, subject to the approval of the Nasdaq Proposal.

In light of the foregoing, the Special Meeting has been called by the Board of Directors to submit to stockholders for approval of the following matters:

The approval of (i) the issuance to Mr. Lazar, our interim Chief Executive Officer, of the Common Stock upon conversion of the Preferred Stock, and (ii) an amendment of the Series C Preferred Stock Certificate of Designations removing the Series C Ownership Limitation, for purposes of Nasdaq Listing Rules 5635(b), (c) and (d). We refer to this proposal as the “Nasdaq Proposal” or “Proposal 1.”;

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The approval of the issuance of shares of Common Stock in connection with the Exchange Agreement, for purposes of Nasdaq Listing Rule 5635(d). We refer to this proposal as the “Warrant Exchange Issuance Proposal” or “Proposal 2.”;

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The approval of an amendment to the Certificate to effect a reverse stock split at a ratio not less than 1:4 and not more than 1:16, or the “Reverse Stock Split,” such ratio and the implementation and timing of such Reverse Stock Split to be determined in the discretion of our Board of Directors (the “Reverse Stock Split Proposal”). We refer to this proposal as the “Reverse Stock Split Proposal” or “Proposal 3.”;

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The approval of an amendment to the Certificate to increase the number of authorized shares of Common Stock from 100,000,000 shares to 250,000,000 shares, which number would not be adjusted as a result of the Reverse Stock Split Amendment, if such amendment is approved. We refer to this proposal as the “Share Increase Proposal” or “Proposal 4.”;

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The approval of an amendment to the Cyclacel Pharmaceuticals, Inc. 2018 Equity Incentive Plan, as amended to reserve an additional 500,000 shares of Common Stock for issuance thereunder, which number would not be adjusted as a result of the Reverse Stock Split Amendment, if such amendment is approved. We refer to this proposal as the “2018 Plan Amendment Proposal” or “Proposal 5.”;

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The ratification of the appointment of Bush & Associates CPA LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024. We refer to this proposal as the “Auditor Ratification Proposal” or “Proposal 6.”; and

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The approval of the adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes to approve any of the above Proposals. We refer to this proposal as the “Adjournment Proposal” or “Proposal 7.”

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The proxy statement attached to this letter provides you with more specific information concerning the Special Meeting, the Purchase Agreement, the Exchange Agreement, the transactions contemplated by the Purchase Agreement and the Exchange Agreement, the Reverse Stock Split Amendment, the Share Increase Amendment, the Plan Amendment, and other related matters, including information as to how to cast your vote. We encourage you to read the entire proxy statement, the Purchase Agreement, the Series C Preferred Stock Certificate of Designation, the Series D Preferred Stock Certificate of Designation and the Exchange Agreement, copies of which were previously filed as Exhibits 10.1, 3.1, 3.2 and 10.5, respectively, to the Company’s Current Report on Form 8-K filed with the SEC on January 6, 2025, and the other appendices to the proxy statement carefully and in their entirety. The proposals being presented for approval of our stockholders are more fully described in the Proxy Statement accompanying this Notice. Please refer to the Proxy Statement for further information with respect to the business to be transacted at the Special Meeting. No other matters will be considered at the Special Meeting.

Your vote is important. The close of business on January 6, 2025 has been fixed as the record date for the determination of stockholders of the Company entitled to notice of, and to vote at, the Special Meeting.

Only stockholders of record at the close of business on January 6, 2025 are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof.

Enclosed is a proxy that will entitle you to vote your shares on the matters presented at the Special Meeting, even if you are unable to attend. Please mark the proxy to indicate your vote, date and sign the proxy and return it in the enclosed envelope as soon as possible for receipt prior to the Special Meeting, or follow the instructions in the accompanying proxy materials to vote via the internet. Regardless of the number of shares you own, please be sure you are represented at the Special Meeting either by attending virtually or by returning your proxy or voting on the internet as soon as possible.

On behalf of Cyclacel Pharmaceuticals, Inc., I thank you for your ongoing interest and investment in our company.

Sincerely,

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON FEBRUARY 6, 2025

January 21, 2025

Dear Stockholders of Cyclacel Pharmaceuticals, Inc.:

The Board of Directors (the “Board”) of Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), has called for a Special Meeting of stockholders (the “Special Meeting”), to be held on February 06, 2025, beginning at 10:00 a.m. Eastern Time. This Special Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively via online audio-only broadcast. You will be able to participate in the Special Meeting, vote your shares and submit your questions during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/CYCC2025SM. The Special Meeting will be held in virtual format only. The Special Meeting has been called for the following purposes:

The approval of (i) the issuance to Mr. Lazar, our interim Chief Executive Officer, of the Common Stock upon conversion of the Preferred Stock, and (ii) an amendment of the Series C Preferred Stock Certificate of Designations removing the Series C Ownership Limitation, for purposes of Nasdaq Listing Rules 5635(b), (c) and (d). We refer to this proposal as the “Nasdaq Proposal” or “Proposal 1.”;

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The approval of the issuance of shares of Common Stock in connection with the Exchange Agreement, for purposes of Nasdaq Listing Rule 5635(d). We refer to this proposal as the “Warrant Exchange Issuance Proposal” or “Proposal 2.”;

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The approval of an amendment to the Certificate to effect a reverse stock split at a ratio not less than 1:4 and not more than 1:16, or the “Reverse Stock Split,” such ratio and the implementation and timing of such Reverse Stock Split to be determined in the discretion of our Board (the “Reverse Stock Split Proposal”). We refer to this proposal as the “Reverse Stock Split Proposal” or “Proposal 3.”;

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The approval of an amendment to the Certificate to increase the number of authorized shares of Common Stock from 100,000,000 shares to 250,000,000 shares, which number would not be adjusted as a result of the Reverse Stock Split Amendment, if such amendment is approved. We refer to this proposal as the “Share Increase Proposal” or “Proposal 4.”;

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The approval of an amendment to the Cyclacel Pharmaceuticals, Inc. 2018 Equity Incentive Plan, as amended (the “2018 Plan”) to reserve an additional 500,000 shares of Common Stock for issuance thereunder, which number would not be adjusted as a result of the Reverse Stock Split Amendment, if such amendment is approved. We refer to this proposal as the “2018 Plan Amendment Proposal” or “Proposal 5.”;

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The ratification of the appointment of Bush & Associates CPA LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024. We refer to this proposal as the “Auditor Ratification Proposal” or “Proposal 6.”; and

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The approval of the adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes to approve any of the above Proposals. We refer to this proposal as the “Adjournment Proposal” or “Proposal 7.”

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No other matters will be considered at the Special Meeting.

Pursuant to the Company’s Second Amended and Restated Bylaws, as amended (the “Bylaws”), the Board has fixed the close of business on January 6, 2025, as the record date for determination of the stockholders entitled to vote at the Special Meeting and any adjournments or postponements thereof. Please complete, sign and submit your proxy, which is solicited by the Board, as soon as possible so that your shares can be voted at the Special Meeting in accordance with your instructions. You can ensure that your shares are voted at the Special Meeting by voting via the internet or by completing, signing and returning the enclosed proxy. If you do attend the Special Meeting, you may then withdraw your proxy and vote your shares at the meeting. In any event, you may revoke your proxy prior to its exercise. Shares represented by proxies that are returned properly signed but unmarked will be voted in favor of proposals made by us.

This Notice of Special Meeting of Stockholders, Proxy Statement and the proxy card are available online at: www.proxyvote.com.

BY ORDER OF THE BOARD OF DIRECTORS,