Cyclacel (NASDAQ: CYCCP) holders approve major share and charter changes
Rhea-AI Filing Summary
Cyclacel Pharmaceuticals, Inc. reported that shareholders approved all proposals at a special meeting held on September 4, 2025. Investors backed the issuance of Cyclacel common stock to Fitters Parent under an Exchange Agreement, with 1,095,988 votes in favor and a reported 58.8% support level.
Shareholders also approved the potential issuance of more than 20% of the company’s outstanding common stock in connection with a transaction to comply with Nasdaq Listing Rule 5635(a), with similar voting support. In addition, they approved amending the certificate of incorporation to change the company’s name to Bio Green Med Solution, Inc., permit stockholder actions by written consent, ratify prior written-consent actions, and opt out of the business combination provisions of Section 203 of the Delaware General Corporation Law.
Positive
- None.
Negative
- None.
Insights
Shareholders approved major share issuances and governance changes tied to a transaction.
Cyclacel shareholders endorsed issuing common stock to Fitters Parent under an Exchange Agreement and also approved the potential issuance of more than 20% of outstanding common stock to satisfy Nasdaq Listing Rule 5635(a). Both proposals received about
Investors further approved amending the certificate of incorporation to change the corporate name to Bio Green Med Solution, Inc., allow stockholder actions by written consent, ratify prior written-consent actions, and opt out of Section 203 of the Delaware General Corporation Law. These steps collectively reshape the company’s capital and governance structure in connection with the referenced transaction, and their practical effects will depend on how the approved share issuances and new governance tools are used over time.
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 5.07 Submission of Matters to a Vote of Security Holders.
On September 4, 2025, Cyclacel Pharmaceuticals, Inc. (the “Company”) held the previously announced special meeting of shareholders (the “Special Meeting”) as a virtual meeting, conducted via live audio webcast, in connection with three proposals, as described below and in greater detail in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on July 25, 2025.
Set forth below is the final voting results for the following single proposal submitted to a vote of the shareholders of the Company at the Special Meeting:
Proposal 1: Proposal to approve of the Issuance of Shares of Cyclacel common stock to Fitters Parent
The following resolution was approved at the Special Meeting:
RESOLVED, the approval of the issuance of Cyclacel common stock to Fitters Parent pursuant to the terms of the Exchange Agreement.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||||||||||
| Number | % | Number | % | Number | % | Number | % | |||||||||||||||||||||
| 1,095,988 | 58.8 | % | 6,691 | 0.4 | % | 131 | 0.007 | % | N/A | N/A | ||||||||||||||||||
Proposal 2: Proposal to Approve the potential issuance of more than 20% of common stock
The following resolution was approved at the Special Meeting:
RESOLVED, the approval of the potential issuance of more than 20% of the issued and outstanding shares of Cyclacel common stock in connection with the Transaction to comply with Nasdaq Listing Rule 5635(a), is approved.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||||||||||
| Number | % | Number | % | Number | % | Number | % | |||||||||||||||||||||
| 1,095,986 | 58.8 | % | 6,664 | 0.4 | % | 160 | 0.008 | % | N/A | N/A | ||||||||||||||||||
Proposal 3: Proposal to Approve an amendment to amended and restated certificate of incorporation changing corporate name to Bio Green Med Solution, Inc.
The following resolution was approved at the Special Meeting:
RESOLVED, the approval of an amendment to the amended and restated certificate of incorporation of Cyclacel Pharmaceuticals changing the Cyclacel Pharmaceuticals corporate name to Bio Green Med Solution, Inc., permitting actions by stockholders by written consent and ratifying all prior action by stockholder written consent and opt out of the business combination provisions of Section 203 of the DGCL, is approved.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||||||||||
| Number | % | Number | % | Number | % | Number | % | |||||||||||||||||||||
| 1,097,489 | 58.9 | % | 5,151 | 0.3 | % | 170 | 0.008 | % | N/A | N/A | ||||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within 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: September 5, 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 (CYCCP) shareholders approve at the September 4, 2025 special meeting?
Shareholders approved issuing Cyclacel common stock to Fitters Parent under an Exchange Agreement, authorized a potential issuance of more than 20% of the outstanding common stock in connection with a transaction to comply with Nasdaq Listing Rule 5635(a), and approved amendments to the certificate of incorporation including a corporate name change and governance changes.
How did Cyclacel (CYCCP) shareholders vote on issuing shares to Fitters Parent?
The proposal to approve the issuance of Cyclacel common stock to Fitters Parent received 1,095,988 votes FOR, 6,691 AGAINST, and 131 ABSTAIN, corresponding to a reported 58.8% FOR vote.
What was approved regarding the potential issuance of more than 20% of Cyclacel common stock?
Shareholders approved a proposal authorizing the potential issuance of more than 20% of the issued and outstanding shares of Cyclacel common stock in connection with a transaction, specifically to comply with Nasdaq Listing Rule 5635(a). This proposal received 1,095,986 votes FOR, or about 58.8% support.
What corporate name change did Cyclacel (CYCCP) investors approve?
Investors approved an amendment to the amended and restated certificate of incorporation to change the corporate name from Cyclacel Pharmaceuticals, Inc. to Bio Green Med Solution, Inc.
What governance changes to Cyclacel’s charter were approved at the special meeting?
Shareholders approved amendments permitting actions by stockholders by written consent, ratifying all prior stockholder actions taken by written consent, and opting out of the business combination provisions of Section 203 of the Delaware General Corporation Law.
What level of support did the corporate name and charter amendment receive from Cyclacel shareholders?
The proposal covering the name change and related charter amendments received 1,097,489 votes FOR, 5,151 AGAINST, and 170 ABSTAIN, with a reported 58.9% FOR vote.
