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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 31, 2025
CYCLACEL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-50626 | 91-1707622 | ||
| (State or other
jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Level 10, Tower 11, Avenue 5, The Horizon
Bangsar South City, No. 8, Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia
(Address Of Principal Executive Offices And Zip Code)
Registrant’s telephone number, including area code: (908) 517-7330
200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | CYCC | The Nasdaq Stock Market LLC | ||
| Preferred Stock, $0.001 par value | CYCCP | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial Condition.
The information set forth under this “Item 2.02. Results of Operations and Financial Condition,” including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Attached as Exhibit 99.1 is a copy of a press release of Cyclacel Pharmaceuticals, Inc. (the “Company”), dated April 2, 2025, announcing certain financial results for the fourth quarter ended December 31, 2024.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended Resignation of Officers and Directors
On March 31, 2025, David Lazar, the Company’s co-principal financial officer and co-principal accounting officer agreed to delay his previously announced resignation from March 31, 2025 until the date that the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”), is filed with the Securities and Exchange Commission (“SEC”). On such date, Mr. Lazar’s resignation shall be automatically effective. Mr. Lazar’s resignation was not the result of any disagreement between Mr. Lazar and the Company on any matter relating to the Company’s operations, policies or practices.
Additionally, on March 31, 2025, each of Avraham Ben-Tzvi and David Natan agreed to delay their previously announced resignation of their services to the Company as independent director from March 31, 2025 until the filing date of the Form 10-K. On such filing date, each of their resignation shall be automatically effective.
Appointment of Two Independent Directors
On April 2, 2025, coinciding with the effective time of the resignation of Messers. Ben-Tzvi and Natan, as independent directors, the Company appointed Ms. Inigo Angel Laurduraj and Dr. Satis Waran Nair Krishnan, as independent directors, on the Company’s board of directors (the “Board”) to fill the vacancies and to hold office until their successor shall have been duly elected and qualified or until her or his earlier death, resignation or removal.
Dr. Satis Waran Nair Krishnan (age 39) is a Medical Doctor at Centric Health in Drogheda, County Louth, Ireland. Dr. Krishnan is a highly experienced practitioner originally from Malaysia. Dr. Krishnan joined Centric Health in Ireland September 2023. Prior to that, from 2010 to August 2023, Dr. Krishnan was a Doctor in the public health field for the Ministry of Health Malaysia, With a decade of practice in Malaysia and training in Dermatology from the Association of Family Physicians of Malaysia (AFPM) and the Institute of Dermatology in Bangkok, Thailand, Dr. Krishnan brings a wealth of expertise to our team. Dr. Nair is proficient in English, Russian and Ukrainian, he is dedicated to providing patient-centered care and promoting overall well-being. Dr. Krishnan received his medical degree in 2010 and Professional Diploma of General Dermatology in 2023.
Inigo Angel Laurduraj (age 40) brings extensive audit and accounting services to the Company over her 20 years in that industry. Ms. Laurduraj served as a Senior Accounting Manager at IOI Oleochemicals Sdn. Bhd., an edible oil refining and oleochemicals company for 11 years from 2007 through 2018. Prior to that, she served from 2005 through 2005 as an Auditor for Moore Stephens (now Moore Global), a global firm operating in 114 countries specializing in accounting and finance services, audit and assurance, fund services, private client services, corporate services, and tax services. Ms. Laurduraj earned an Association of Chartered Certified Accountants (ACCA) in 2015 and a Bachelors of Arts in Accounting in 2014.
There is no arrangement or understanding pursuant to which Ms. Inigo Angel Laurduraj and Dr. Satis Waran Nair Krishnan were appointed to the Board, and neither Ms. Laurduraj nor Dr. Krishnan has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. No compensation has been determined for Ms. Laurduraj or Dr. Krishnan presently but if and when determined shall be consistent with the Company’s compensation practices for non-employee directors.
Pursuant to Nasdaq Listing Rule 5605(b)(1), a majority of the Board must be comprised of independent directors as defined in Nasdaq Listing Rule 5605(a)(2). Following the appointments of Ms. Laurduraj and Dr. Krishnan, the Board currently consists of five directors of which three are considered independent directors.
Board Approval of Committee Assignments
In connection with Ms. Laurduraj and Dr. Krishnan’s appointment, as well as the Board’s recent appointment of Mr. Kwang Fock Chong as independent director, as previously announced on Form 8-K filed with the SEC on February 27, 2025, on April 2, 2025, the Board also approved the following committee appointments after a thorough review of all of the candidates’ backgrounds, relevant experience and professional and personal reputations:
| · | Audit Committee -- Kwang Fock Chong (Chair); Inigo Angel Laurduraj; and Dr. Satis Waran Nair Krishnan |
| · | Compensation and Organization Committee -- Inigo Angel Laurduraj (Chair); Kwang Fock Chong; and Dr. Satis Waran Nair Krishnan |
| · | Nominating and Governance Committee -- Dr. Satis Waran Nair Krishnan (Chair), Kwang Fock Chong and Inigo Angel Laurduraj |
The Board also determined that each of Kwang Fock Chong, Inigo Angel Laurduraj, and Dr. Satis Waran Nair Krishnan also satisfy the additional requirements of financial literacy and audit committee independence for audit committee service under the applicable rules and regulations of the SEC and the listing standards of Nasdaq.
The Company announced the appointments in its April 2, 2025 press release. A copy of that press release is being filed with this Form 8-K as Exhibit 99.1.
Item 7.01. Regulation FD Disclosure.
The information set forth in Item 2.02 of this Current Report on Form 8-K is hereby incorporated by reference. A copy of the press release announcing Ms. Laurduraj and Dr. Krishnan’s appointment to the Board is furnished hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 99.1 | Press release announcing financial results for Cyclacel Pharmaceuticals, Inc.’s fourth quarter ended December 31, 2024, dated April 2, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
Forward-Looking Statements. This Current Report on Form 8-K contains forward-looking statements that involve substantial risks and uncertainties. Such forward-looking statements are based on the Company’s beliefs and assumptions and on information currently available to it on the date hereof. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These and other risks are described more fully in the Company’s other filings with the Securities and Exchange Commission, including the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with the Securities and Exchange Commission from time to time. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
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: April 2, 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 | ||
Exhibit 99.1
 |
Cyclacel Pharmaceuticals, Inc. |
CYCLACEL PHARMACEUTICALS REPORTS FOURTH QUARTER FINANCIAL RESULTS AND PROVIDES BUSINESS UPDATE
BERKELEY HEIGHTS, NJ, April 2, 2025 - Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; “Cyclacel” or the “Company”), a biopharmaceutical company developing innovative medicines, today announced fourth quarter financial results and provided a business update.
“As part of Cyclacel’s efforts to reduce operating costs, it has determined to focus on the development of plogosertib, a polo-like kinase 1 (PLK 1) inhibitor for treatment of advanced cancers and hematological malignancies, which we acquired on March 10, 2025, from Cyclacel Limited, our wholly-owned subsidiary that is currently in liquidation,” said Datuk Dr. Doris Wong Sing Ee, Chief Executive Officer and Executive Director. “Our new, alternative salt, oral formulation of plogosertib with improved bioavailability is under development.”
“The commencement of the liquidation of Cyclacel Limited means that the Company will no longer have control over Cyclacel Limited and its financial results will be deconsolidated from those of the Company; as a result, the Company anticipates a significant decrease to research and development expenses for the year ended December 31, 2025 as we focus on our plogosertib clinical program and have no expenditures related to fadraciclib,” said Kiu Cu Seng, Chief Financial Officer. “The deconsolidation of Cyclacel Limited, which is anticipated to increase stockholders’ equity by approximately $5.0 million, will be reported in the Company’s Form 10-Q for the three months ended March 31, 2025.”
Financial Highlights
As of December 31, 2024, pro forma cash and cash equivalents totaled $7.2 million, including $4.1 million of equity financing received after the end of the year. Cash and cash equivalents as of December 31, 2024, totaled $3.1 million, compared to $3.4 million as of December 31, 2023. Net cash used in operating activities was $8.0 million for the twelve months ended December 31, 2024 compared to $16.1 million for the same period of 2023. The Company estimates that its available cash, including the equity financing of $4.1 million, will fund currently planned activities into the second quarter of 2025.
Research and development (R&D) expenses were $0.9 million and $6.7 million for the three months and year ended December 31, 2024, as compared to $3.5 million and $19.2 million for the same period in 2023. R&D expenses relating to fadraciclib were $0.8 million and $5.0 million for the three months and year ended December 31, 2024, as compared to $2.7 million and $13.4 million for the same period in 2023 due to decrease in clinical trial and other non-clinical expenditures. R&D expenses related to plogosertib were $0.1 million and $1.6 million for the three months and year ended December 31, 2024, as compared to $0.7 million and $5.0 million for the same period in 2023 due to decrease in clinical trial and other non-clinical expenditures.
General and administrative expenses for the three months and year ended December 31, 2024, were $0.9 million and $5.4 million, compared to $1.9 million and $6.7 million for the same period of the previous year due to a decrease in stock compensation and professional and corporate fees.
Total other income, net, for the three months and year ended December 31, 2024, were an expense of $30,000 and income of $10,000, compared to an expense of $333,000 and $98,000 for the same period of the previous year, due to foreign exchange movements.
United Kingdom research & development tax credits for the three months and year ended December 31, 2024 were a debit of $1.2 million and a credit of 0.8 million compared to credits $0.4 million and $3.0 million for the same period of the previous year and are directly correlated to qualifying research and development expenditure.
Net loss for the three months and year ended December 31, 2024, was $3.0 million and $11.2 million (including stock based compensation expense of $0.1 million and $0.6 million respectively), compared to $5.3 million and $22.6 million (including stock based compensation expense of $0.3 million and $1.5 million respectively) for the same period in 2023.
Board and Committee Appointments
On April 2, 2025, coinciding with the effective time of the previously announced resignations of Avraham Ben-Tzvi and David Natan, as independent directors, the Company appointed Ms. Inigo Angel Laurduraj and Dr. Satis Waran Nair Krishnan, as independent directors, on the Company’s board of directors (the “Board”) to fill the vacancies.
Dr. Satis Waran Nair Krishnan (age 39) is a Medical Doctor at Centric Health in Drogheda, County Louth, Ireland. Dr. Krishnan is a highly experienced practitioner originally from Malaysia. Dr. Krishnan joined Centric Health in Ireland September 2023. Prior to that, from 2010 to August 2023, Dr. Krishnan was a Doctor in the public health field for the Ministry of Health Malaysia, With a decade of practice in Malaysia and training in Dermatology from the Association of Family Physicians of Malaysia (AFPM) and the Institute of Dermatology in Bangkok, Thailand, Dr. Krishnan brings a wealth of expertise to our team. Dr. Nair is proficient in English, Russian and Ukrainian, he is dedicated to providing patient-centered care and promoting overall well-being. Dr. Krishnan received his medical degree in 2010 and Professional Diploma of General Dermatology in 2023.
Inigo Angel Laurduraj (age 40) brings extensive audit and accounting services to the Company over her 20 years in that industry. Ms. Laurduraj served as a Senior Accounting Manager at IOI Oleochemicals Sdn. Bhd., an edible oil refining and oleochemicals company for 11 years from 2007 through 2018. Prior to that, she served from 2005 through 2005 as an Auditor for Moore Stephens (now Moore Global), a global firm operating in 114 countries specializing in accounting and finance services, audit and assurance, fund services, private client services, corporate services, and tax services. Ms. Laurduraj earned an Association of Chartered Certified Accountants (ACCA) in 2015 and a Bachelors of Arts in Accounting in 2014.
In connection with Ms. Laurduraj and Dr. Krishnan’s appointment, as well as the Board’s recent appointment of Mr. Kwang Fock Chong as independent director, on April 2, 2025, the Board also approved the following committee appointments:
| ● | Audit Committee -- Kwang Fock Chong (Chair); Inigo Angel Laurduraj; and Dr. Satis Waran Nair Krishnan |
| ● | Compensation Committee -- Inigo Angel Laurduraj (Chair); Kwang Fock Chong; nd Dr. Satis Waran Nair Krishnan |
| ● | Governance Committee -- Dr. Satis Waran Nair Krishnan (Chair), Kwang Fock Chong and Inigo Angel Laurduraj |
The Company wishes to express its gratitude to the departing directors for their dedicated service and their support of Cyclacel’s efforts to serve the unmet medical needs of cancer patients.
About Cyclacel Pharmaceuticals, Inc.
Cyclacel is a clinical-stage, biopharmaceutical company developing innovative cancer medicines based on cell cycle, epigenetics and mitosis biology. The epigenetic/anti-mitotic program is evaluating plogosertib, a PLK1 inhibitor, in patients with both solid tumors and hematological malignancies. Cyclacel’s strategy is to build a diversified biopharmaceutical business based on a pipeline of novel drug candidates addressing oncology and hematology indications. For additional information, please visit www.cyclacel.com.
Forward-looking Statements
This news release contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. Such forward-looking statements include, among other things, Cyclacel’s future plans and prospects, Cyclacel’s anticipated cash runway and the planned timing of data results and continued development of plogosertib. Factors that may cause actual results to differ materially include market and other conditions, the risk that product candidates that appeared promising in early research and clinical trials do not demonstrate safety and/or efficacy in larger-scale or later clinical trials, trials may have difficulty enrolling, Cyclacel may not obtain approval to market its product candidates, the risks associated with reliance on outside financing to meet capital requirements, the risks associated with reliance on collaborative partners for further clinical trials, development and commercialization of product candidates and Cyclacel’s ability to regain and maintain compliance with Nasdaq’s continued listing requirements, although no assurance to that effect can be given. You are urged to consider statements that include the words “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “anticipates,” “intends,” “continues,” “forecast,” “designed,” “goal,” or the negative of those words or other comparable words to be uncertain and forward-looking. For a further list and description of the risks and uncertainties the Company faces, please refer to our most recent Annual Report on Form 10-K and other periodic and other filings we file with the Securities and Exchange Commission and are available at www.sec.gov. Such forward-looking statements are current only as of the date they are made, and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts
Cyclacel Pharmaceuticals, Inc.
Datuk Dr. Doris Wong Sing Ee
Chief Executive Officer
Tel: (908) 517-7330
Email: doris@cyclacel.com
© Copyright 2025 Cyclacel Pharmaceuticals, Inc. All Rights Reserved. The Cyclacel logo and Cyclacel® are trademarks of Cyclacel Pharmaceuticals, Inc.
SOURCE:
Cyclacel Pharmaceuticals, Inc.
CYCLACEL PHARMACEUTICALS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (LOSS)
(In $000s, except share and per share amounts)
| Three Months Ended December 31, |
Twelve Months Ended December 31, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenues: | ||||||||||||||||
| Collaboration and research and development revenue | - | 31 | 43 | 420 | ||||||||||||
| Revenues | $ | - | $ | 31 | $ | 43 | $ | 420 | ||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | 880 | 3,519 | 6,655 | 19,155 | ||||||||||||
| General and administrative | 946 | 1,873 | 5,392 | 6,718 | ||||||||||||
| Total operating expenses | 1,826 | 5,392 | 12,047 | 25,873 | ||||||||||||
| Operating loss | (1,826 | ) | (5,361 | ) | (12,004 | ) | (25,453 | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Foreign exchange gains (losses) | (60 | ) | (355 | ) | (54 | ) | (414 | ) | ||||||||
| Interest income | 30 | 23 | 12 | 266 | ||||||||||||
| Other income, net | - | (1 | ) | 52 | 50 | |||||||||||
| Total other income (expense), net | (30 | ) | (333 | ) | 10 | (98 | ) | |||||||||
| Loss before taxes | (1,856 | ) | (5,694 | ) | (11,994 | ) | (25,551 | ) | ||||||||
| Income tax benefit | (1,194 | ) | 422 | 782 | 2,996 | |||||||||||
| Net loss | (3,050 | ) | (5,272 | ) | (11,212 | ) | (22,555 | ) | ||||||||
| Dividend on convertible exchangeable preferred shares | - | (50 | ) | - | (201 | ) | ||||||||||
| Net loss applicable to common shareholders | $ | (3,050 | ) | $ | (5,322 | ) | $ | (11,212 | ) | $ | (22,756 | ) | ||||
| Basic and diluted earnings per common share: | ||||||||||||||||
| Net loss per share – basic and diluted (common shareholders) | $ | (0.33 | ) | $ | (6.16 | ) | $ | (2.09 | ) | $ | (26.75 | ) | ||||
CYCLACEL PHARMACEUTICALS, INC.
CONSOLIDATED BALANCE SHEET
(In $000s, except share, per share, and liquidation preference amounts)
| December 31, 2024 |
December 31, 2023 |
|||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 3,137 | $ | 3,378 | ||||
| Prepaid expenses and other current assets | 537 | 4,066 | ||||||
| Total current assets | 3,674 | 7,444 | ||||||
| Property and equipment, net | 3 | 9 | ||||||
| Right-of-use lease asset | 5 | 93 | ||||||
| Non-current deposits | 412 | 1,259 | ||||||
| Total assets | $ | 4,094 | $ | 8,805 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 4,599 | $ | 3,543 | ||||
| Accrued and other current liabilities | 1,669 | 4,618 | ||||||
| Total current liabilities | 6,268 | 8,161 | ||||||
| Lease liability | - | 37 | ||||||
| Total liabilities | 6,268 | 8,198 | ||||||
| Stockholders’ equity | (2,174 | ) | 607 | |||||
| Total liabilities and stockholders’ equity | $ | 4,094 | $ | 8,805 | ||||