View:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.)
Cyclacel Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
23254L108
(CUSIP Number)
with a copy to:
Austin W. Marxe Allen B. Levithan, Esq.
527 Madison Avenue, Suite 2600 Lowenstein Sandler PC
New York, New York 10022 65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2424
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 24, 2009
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. ?
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See section 240.13d-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be ?filed? for the purpose of Section 18 of the Securities Exchange
Act of 1934 (?Act?) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Cusip No. 23254L108
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only):
Austin W. Marxe and David M. Greenhouse
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ] Not Applicable
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions): 00
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
Not Applicable
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 0*
Shares Beneficially 8. Shared Voting Power: 6,597,093*
Owned by
Each Reporting 9. Sole Dispositive Power: 0*
Person With 10. Shared Dispositive Power: 6,597,093*
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
6,597,093*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
13. Percent of Class Represented by Amount in Row (11): 24.1% *
14. Type of Reporting Person (See Instructions): IA, IN
* This is a joint filing by Austin W. Marxe (?Marxe?) and David M.
Greenhouse (?Greenhouse?). Marxe and Greenhouse share sole voting and
investment power over 2,352,942 shares of Common Stock and 1,903,249
Warrants to purchase Common Stock owned by Special Situations Fund III QP,
L.P., 588,235 shares of Common Stock and 475,812 Warrants to purchase
Common Stock owned by Special Situations Private Equity Fund, L.P. and
705,881 shares of Common Stock and 570,974 Warrants to purchase Common
Stock owned by Special Situations Life Sciences Fund, L.P. See Items 2
and 5of this Schedule 13D for additional information.
Item 1. Security and Issuer.
This schedule related to the common stock and warrants of Cyclacel
Pharmaceuticals, Inc. (the ?Issuer?). The Issuer?s principal executive officers
are located at 200 Connell Drive, Suite 1500, Berkeley Heights, NJ 07922
Item 2. Identity and Background.
The persons filing this report are Austin W. Marxe (?Marxe?) and
David M. Greenhouse (?Greenhouse?), who are the controlling principals of AWM
Investment Company, Inc. (?AWM?), the general partner of MGP Advisers Limited
Partnership (?MGP?), the general partner of Special Situations Fund III QP,
L.P.(?SSFQP?). Marxe and Greenhouse are members of MG Advisers L.L.C. (?MG?),
the general partner of Special Situations Private Equity Fund (?SSPE?). Marxe
and Greenhouse are also members of LS Advisers L.L.C. (?LS?), the general
partner of Special Situations Life Sciences Fund, L.P. (?LIFE?). AWM serves as
the Investment Adviser to SSFQP, SSPE and LIFE. (SSFQP, SSPE, and LIFE will
hereafter be referred to as, the ?Funds?).
The principal office and business address of the Reporting Persons, is 527
Madison Avenue, Suite 2600, New York NY 10022.
The principal business of each Fund is to invest in equity and equity-related
securities and other securities of any kind or nature.
Mr. Marxe and Mr. Greenhouse have never been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors),
nor have either of them been a party to any civil proceeding commenced before
a judicial or administrative body of competent jurisdiction as a result of
which he was or is now subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws. Mr. Marxe and Mr. Greenhouse are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Each Fund utilized its own available net assets to purchase the
securities referred to in this Schedule.
Item 4. Purpose of Transaction.
The securities referred to in this Schedule have been acquired by
each of the Funds for investment purposes and not with the purpose or effect of
changing or influencing control of the Issuer. Each Fund acquired the
securities in the ordinary course of business and is holding the securities for
the benefit of its investors.
Item 5. Interest in Securities of the Issuer.
SSFQP owns 2,352,942 shares of Common Stock and 1,903,249 Warrants
to purchase Common Stock, or 16.2% of the shares outstanding, SSPE owns 588,235
shares of Common Stock and 475,812 Warrants to purchase Common Stock or 4.3% of
the shares outstanding and LIFE owns 705,881 shares of Common Stock and 570,974
Warrants to purchase Common Stock, or 5.1% of the shares outstanding. Messrs.
Marxe and Greenhouse share the power to vote and to direct the vote and to
dispose and direct the disposition of all shares of Common Stock owned by each
of the Funds. Messrs. Marxe and Greenhouse are deemed to beneficially own a
total of 3,647,058 shares of Common Stock and 2,950,035 Warrants to purchase
Common Stock or 24.1% of the outstanding shares.
On July 23, 2009, Cyclacel Pharmaceuticals, Inc. entered into a Placement
Agent Agreement with Lazard Capital Markets LLC relating to the sale by the
Company to select institutional investors of 4,000,000 units in a ?registered
direct? offering (the " Offering ?) at a purchase price of $0.85 per unit
(each, a ? Unit ?). Each Unit consists of (i) one share of the Company?s
common stock, par value $0.001 per share (the ?Common Stock?), (ii) one
warrant to purchase 0.625 of one share of Common Stock, no earlier than 180
days from the purchase date or 1/20/10 (a ?Series I Warrant?) and (iii) one
warrant to purchase 0.1838805 of one share of Common Stock, no earlier than 180
days from the purchase date or 1/20/10 (a ?Series II Warrant? and, together
with the Series I Warrant, the ?Warrants?). The following table reflects the
purchase of Common Stock and Warrants, which is equivalent to the Units. There
were no other transactions during the sixty days preceding the date of the
event that requires the filing of this statement:
A. Special Situations Fund III QP, L.P.
Date
Quantity
Average Price
(Purchases)
7/24/2009 Common Stock
2,352,942
$.85
7/24/2009 Warrants ?I?
1,470,589
7/24/2009 Warrants ?II?
432,660
Date
Quantity
Average Price
(Sales)
B. Special Situations Life Sciences Fund, L.P.
Date
Quantity
Average Price
(Purchases)
7/24/2009 Common Stock
705,881
$.85
7/24/2009 Warrants ?I?
441,176
7/24/2009 Warrants ?II?
129,798
Date
Quantity
Average Price
(Sales)
C. Special Situations Private Equity Fund, L.P.
Date
Quantity
Average Price
(Purchases)
7/24/2009 Common Stock
588,235
$.85
7/24/2009 Warrants ?I?
367,647
7/24/2009 Warrants ?II?
108,165
Date
Quantity
Average Price
(Sales)
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships
exist with respect to the securities of the Company between Messrs. Marxe and
Greenhouse and any other individual or entity.
Item 7. Material to be Filed as Exhibits.
Joint Filing Agreement.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: August 3, 2009
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
JOINT FILING AGREEMENT
Austin W. Marxe and David M. Greenhouse hereby agree that the Schedule
13D to which this agreement is attached is filed on behalf of each of them.
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
- -4-
S5313/1
08/03/09 1278889.03
- -2-
S5313/1
1278889.03