Cyclacel swaps warrants for 559,395 new shares
Cyclacel Pharmaceuticals, Inc. entered into a Warrant Exchange Agreement with certain accredited investors on September 4, 2025.
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Rhea-AI Filing Summary
Cyclacel Pharmaceuticals, Inc. entered into a Warrant Exchange Agreement with certain accredited investors on September 4, 2025. The company agreed to exchange existing Series C common stock purchase warrants, which were exercisable for an aggregate of 559,395 shares of common stock, for an equal aggregate of 559,395 new shares of common stock issued directly to the holders.
The exchanged warrants were originally issued under a securities purchase agreement dated June 20, 2025. The new shares will be issued without registration under the Securities Act of 1933 in reliance on the Section 3(a)(9) exemption, meaning they are part of a private, unregistered exchange with existing security holders.
8-K Event Classification
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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
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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):
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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).
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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 1.01. Entry into a Material Definitive Agreement.
On September 4, 2025, Cyclacel Pharmaceuticals, Inc. (the “Company”) entered into a Warrant Exchange Agreement (the “Exchange Agreement”) with certain accredited investors (the “Holders”) of existing Series C common stock purchase warrants (the “Exchanged Warrants”) to purchase an aggregate of 559,395 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Exchanged Warrants were originally issued pursuant to a securities purchase agreement, dated as of June 20, 2025 by and between the Company and each Holder. Pursuant to the Exchange Agreement, the Company agreed to exchange with the Holders, respectively, the Exchanged Warrants for an aggregate of 559,395 shares of Common Stock (the “New Shares”).
The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Exchange Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference. The New Shares will be issued without registration under the Securities Act of 1933, as amended, in reliance on the exemption provided by Section 3(a)(9).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 10.1 | Form of Warrant Exchange Agreement | |
| 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 4, 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 |