Cyclacel Pharmaceuticals (NASDAQ: CYCCP) switches auditor amid going concern note
Rhea-AI Filing Summary
Cyclacel Pharmaceuticals, Inc. changed its independent auditor and disclosed serious funding concerns. On August 22, 2025, the board’s Audit Committee dismissed Bush & Associates CPA LLP and approved the appointment of SFAI Malaysia PLT as the new independent registered public accounting firm for the year ending December 31, 2025.
From November 5, 2024 to August 22, 2025, the company reports no accounting disagreements with Bush, but Bush advised that Cyclacel does not have sufficient funds to complete development and commercialization and had a limited cash balance as of December 31, 2024. Bush indicated this situation raises substantial doubt about Cyclacel’s ability to continue as a going concern.
Positive
- None.
Negative
- Auditor going concern warning: Prior auditor Bush advised Cyclacel lacks sufficient funds to complete development and commercialization and had limited cash as of December 31, 2024, raising substantial doubt about its ability to continue as a going concern.
Insights
Auditor switch accompanies a formal going concern warning based on limited cash.
Cyclacel Pharmaceuticals replaced Bush & Associates CPA LLP with SFAI Malaysia PLT as its independent auditor effective August 23, 2025. The company notes there were no disagreements with Bush on accounting principles, disclosure, or audit procedures, which helps limit concerns that the change stems from accounting disputes.
However, Bush advised that Cyclacel lacks sufficient funds to complete development and commercialization and had a limited cash balance as of December 31, 2024. Bush stated this raises substantial doubt about Cyclacel’s ability to continue as a going concern. A going concern warning typically signals heightened liquidity and financing risk, particularly for a development-stage company.
Future audited financial statements for the year ending December 31, 2025 from SFAI will be important to understand whether the going concern uncertainty persists, improves, or worsens, and how the company responds through cost management, partnering, or capital-raising actions disclosed in subsequent reports.
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of Registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S.
Employer Identification Number) |
(Address of principal executive offices) (Zip code)
(Registrant’s telephone number, including area code)
Not Applicable
(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 | ||
| The Capital Market | ||||
| The
|
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 4.01. Change in Registrant’s Certifying Accountants
(a) Dismissal of Independent Registered Public Accounting Firm
On August 22, 2025, the Audit Committee of the Board of Directors (the “Audit Committee”) of Cyclacel Pharmaceuticals, Inc. (the “Company”) approved the dismissal of Bush & Associates CPA LLP (“Bush”), as the Company’s independent registered public accounting firm, effective immediately. On August 22, 2025, Bush was informed of such dismissal.
From November 5, 2024 to August 22, 2025, (i) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304) with Bush on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Bush, would have caused Bush to make reference to the subject matter of such disagreements in connection with its reports on the financial statements for such periods and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K) except that Bush advised the Company that the Company does not currently have sufficient funds to complete development and commercialization and has a limited cash balance as of December 31, 2024. This raises substantial doubt about the Company’s ability to continue as a going concern.
Bush has not discussed the reportable event with the Company’s Audit Committee. The Company has authorized Bush to respond fully to the inquiries of SFAI Malaysia PLT (“SFAI”), as successor auditors, regarding the subject matter of the reportable event.
The Company provided Bush with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested Bush to furnish a letter addressed to the SEC stating whether it agrees with the above statements. A copy of Bush’s letter dated August 27, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm
On August 22, 2025, the Audit Committee approved the engagement of SFAI as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, effective August 23, 2025.
During the Company’s two most recent fiscal years ended December 31, 2024 and December 31, 2023 and through the date of this Current Report on Form 8-K, neither the Company nor anyone acting on its behalf consulted with SFAI regarding either: (i) the application of accounting principles to a specific transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that SFAI concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 or a “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 16.1 | Letter of Bush & Associates CPA LLP dated August 27, 2025 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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: August 28, 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 | |
FAQ
What did Cyclacel Pharmaceuticals (CYCCP) announce about its auditor?
Cyclacel Pharmaceuticals’ Audit Committee dismissed Bush & Associates CPA LLP as its independent registered public accounting firm on August 22, 2025, and approved the engagement of SFAI Malaysia PLT as the new auditor for the fiscal year ending December 31, 2025.
Were there any disagreements between Cyclacel Pharmaceuticals and its former auditor Bush & Associates?
The company states that from November 5, 2024 to August 22, 2025 there were no disagreements with Bush on accounting principles or practices, financial statement disclosure, or audit scope or procedure that would have required reference in Bush’s reports.
Why did Bush & Associates raise a going concern issue for Cyclacel Pharmaceuticals (CYCCP)?
Bush advised that Cyclacel does not currently have sufficient funds to complete development and commercialization and had a limited cash balance as of December 31, 2024. Bush stated this situation raises substantial doubt about the company’s ability to continue as a going concern.
How is Cyclacel Pharmaceuticals’ new auditor SFAI involved in the going concern matter?
Cyclacel authorized Bush to respond fully to inquiries from SFAI Malaysia PLT, as successor auditor, about the going concern issue that Bush identified. The company also states it did not previously consult SFAI on accounting principles, audit opinions, or reportable events before the engagement.
What period does the going concern warning for Cyclacel Pharmaceuticals relate to?
The going concern concern described by Bush relates to Cyclacel’s funding situation and limited cash balance as of December 31, 2024, and reflects Bush’s assessment during its tenure through August 22, 2025.
What exhibits are associated with Cyclacel Pharmaceuticals’ auditor change?
The company includes as an exhibit a letter from Bush & Associates CPA LLP dated August 27, 2025, in which Bush addresses whether it agrees with the company’s description of the circumstances around its dismissal.