Cyclacel (NASDAQ: CYCCP) lifts ownership cap on stock warrants held
Rhea-AI Filing Summary
Cyclacel Pharmaceuticals, Inc. reported that on September 1, 2025 it entered into amended and restated Series A, B and C common stock purchase warrants. These amendments remove a prior Ownership Limitation that had restricted exercises so holders could not own or vote more than the lower of a Nasdaq-based cap and 4.99% of the company’s common stock before stockholder approval. Board and majority stockholder approval for removing this limit was obtained as described in a Schedule 14C effective July 28, 2025.
The amended Series A warrants allow each holder to purchase 218,000 common shares at $7.65 per share, Series B warrants allow 218,000 shares at $9.00 per share, and Series C warrants allow 218,000 shares at $10.20 per share. Each series now has an expiration date five years from its issuance.
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Insights
Cyclacel removed ownership caps on key warrant series, potentially changing how and when holders can exercise and vote those securities.
Cyclacel Pharmaceuticals amended its Series A, B and C common stock purchase warrants to remove an Ownership Limitation that had previously restricted exercises above the lower of a Nasdaq-based threshold and 4.99% of common shares. This change follows approval by the board and a majority stockholder, referenced in a Schedule 14C effective on July 28, 2025. The amendments may allow warrant holders to exercise and vote the underlying common shares without those prior percentage caps.
The amended Series A, B and C warrants each cover 218,000 common shares, with exercise prices of $7.65, $9.00 and $10.20 per share, respectively, and expiration dates five years from issuance. The actual impact will depend on how many warrants are exercised over time and at which prices, factors that are not detailed here and would typically develop through future company disclosures.
8-K Event Classification
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Item 1.01. Entry into a Material Definitive Agreement.
On September 1, 2025, Cyclacel Pharmaceuticals, Inc. (the “Company”) issued amended and restated series A common stock purchase warrants, amended and restated series B common stock purchase warrants and amended and restated series C common stock purchase warrants (collectively, the “Amended Warrants”) to holders of the Amended Warrants whereby the Company removed the Ownership Limitation (as defined below). The removal of the Ownership Limitation was approved by the Board of Directors and majority stockholder of the Company as disclosed in the Company’s Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on July 7, 2025, with an effective date of July 28, 2025.
As described in the Schedule 14C, the original Warrants could not be exercised in a manner that would result in the holder or his or her transferees or their affiliates holding or voting 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 exercise of the original Warrants that could be issued to the holder without requiring a vote of the stockholders of the Company under the rules and regulations of The Nasdaq Capital Market, and (ii) 4.99% of the number of shares of common stock outstanding immediately before the original issue date, prior to the date that the Company’s stockholders approved the issuance of shares of common stock to the holder thereof (the “Ownership Limitation”). The Amended Warrants removes such Ownership Limitation such that the Amended Warrants may be exercised and voted without regard to such Ownership Limitation.
The amended and restated series A common stock purchase warrants entitle each holder to purchase 218,000 shares of common stock of the Company at an exercise price of $7.65 per share with an expiration date five years from the date of issuance. The amended and restated series B common stock purchase warrants entitle each holder to purchase 218,000 shares of common stock of the Company at an exercise price of $9.00 per share with an expiration date five years from the date of issuance. The amended and restated series C common stock purchase warrants entitle each holder to purchase 218,000 shares of common stock of the Company at an exercise price of $10.20 per share with an expiration date five years from the date of issuance.
The foregoing description of the Amended Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Warrants which are filed as Exhibits 10.1, 10.2 and 10.3 respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 10.1 | Form of Amended and Restated Series A Common Stock Purchase Warrant | |
| 10.2 | Form of Amended and Restated Series B Common Stock Purchase Warrant | |
| 10.3 | Form of Amended and Restated Series C Common Stock Purchase Warrant | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
| 2 |
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: September 1, 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 | |
| 3 |
FAQ
What did Cyclacel Pharmaceuticals (CYCCP) change in its warrant terms?
Cyclacel Pharmaceuticals amended and restated its Series A, B and C common stock purchase warrants to remove an Ownership Limitation that had restricted how much common stock a holder could own or vote upon exercise.
What was the Ownership Limitation on Cyclacel’s warrants before this amendment?
Previously, the warrants could not be exercised so that a holder and related parties would own or vote more than the lower of a Nasdaq-based cap and 4.99% of outstanding common stock immediately before the original issue date, until stockholders approved the share issuance.
When do Cyclacel’s amended Series A, B and C warrants expire?
Each of the amended and restated Series A, B and C common stock purchase warrants has an expiration date five years from the date of issuance.
Who approved the removal of the Ownership Limitation at Cyclacel?
The removal of the Ownership Limitation was approved by the Board of Directors and the majority stockholder, as described in Cyclacel’s Definitive Information Statement on Schedule 14C, which had an effective date of July 28, 2025.
Where can investors find the full text of Cyclacel’s amended warrants?
The full forms of the amended and restated Series A, B and C common stock purchase warrants are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this report.