UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)*
Cyclacel Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
23254L603
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 23254L603
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13G
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Page 2 of 10 Pages
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1
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NAME OF REPORTING PERSONS
Sphera Funds Management Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
--
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6
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SHARED VOTING POWER
250,000 (*)
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7
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SOLE DISPOSITIVE POWER
--
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8
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SHARED DISPOSITIVE POWER
250,000 (*)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000 (*)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.99% (*) (**)
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12
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TYPE OF REPORTING PERSON (See instructions)
CO
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(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 12,539,189 shares of Common Stock
outstanding as of November 7, 2022, as provided in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 10, 2022.
2
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CUSIP No. 23254L603
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13G
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Page 3 of 10 Pages
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1
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NAME OF REPORTING PERSONS
Sphera Global Healthcare GP Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
--
|
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6
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SHARED VOTING POWER
250,000 (*)
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7
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SOLE DISPOSITIVE POWER
--
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8
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SHARED DISPOSITIVE POWER
250,000 (*)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000 (*)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.99% (*) (**)
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12
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TYPE OF REPORTING PERSON (See instructions)
CO
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(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 12,539,189 shares of Common Stock
outstanding as of November 7, 2022, as provided in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 10, 2022.
3
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CUSIP No. 23254L603
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13G
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Page 4 of 10 Pages
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1
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NAME OF REPORTING PERSONS
Sphera Global Healthcare Management LP
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|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
--
|
|
6
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SHARED VOTING POWER
250,000 (*)
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7
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SOLE DISPOSITIVE POWER
--
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|
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8
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SHARED DISPOSITIVE POWER
250,000 (*)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000 (*)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See instructions)
☐
|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.99% (*) (**)
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12
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TYPE OF REPORTING PERSON (See instructions)
CO
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(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 12,539,189 shares of Common Stock
outstanding as of November 7, 2022, as provided in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 10, 2022.
4
| Item 1. |
(a) |
Name of Issuer:
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Cyclacel Pharmaceuticals, Inc.
| (b) |
Address of Issuer's Principal Executive Offices:
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200 Connell Drive, Suite 1500, Berkeley Heights, New Jersey 07922
| Item 2. |
(a) |
Name of Person Filing:
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Sphera Funds Management Ltd.
Sphera Global Healthcare GP Ltd.
Sphera Global Healthcare Management LP
| (b) |
Address of Principal Business Office:
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Sphera Funds Management Ltd. – 4 Itzak
Sade, Building A, 29th Floor, Tel Aviv 6777504, Israel
Sphera Global Healthcare GP Ltd. – 4
Itzak Sade, Building A, 29th Floor, Tel Aviv 6777504,
Israel
Sphera Global Healthcare Management LP – 4
Itzak Sade, Building A, 29th Floor, Tel Aviv 6777504,
Israel
| (c) |
Citizenship:
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Sphera Funds Management Ltd. – Israel
Sphera Global Healthcare GP Ltd. – Israel
Sphera Global Healthcare Management LP – Israel
| (d) |
Title of Class of Securities:
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Common Stock, par value $0.001 per share
| (e) |
CUSIP Number:
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23254L603
| Item 3. |
Not applicable.
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5
| Item 4. |
Ownership:
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| (a) |
Amount beneficially owned:
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See row 9 of cover page of each reporting person.
The securities reported herein by Sphera Funds Management Ltd., Sphera Global Healthcare GP
Ltd., and Sphera Global Healthcare Management LP are held directly by Sphera Biotech Master Fund, L.P., which has delegated its investment management authority
to Sphera Global Healthcare Management LP (the "Management Company").
The Management Company is managed, controlled, and operated by its general partner, Sphera Global Healthcare GP Ltd., the shares of which are owned 90% by Sphera Funds Management Ltd.
This Statement shall not be construed as an admission by any of the Reporting Persons that it is the beneficial
owner of any of the securities covered by this Statement, and each Reporting Person disclaims beneficial ownership of any such securities. In addition, the
Reporting Persons and other entities named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934. Neither the filing of this Schedule 13G nor any of its contents shall be
deemed to constitute an admission that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each of the Reporting Persons and other entities named in this Schedule 13G disclaims the
existence of any such group.
| (b) |
Percent of class:
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See row 11 of cover page of each reporting person
| (c) |
Number of shares as to which such person has:
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| (i) |
Sole power to vote or to direct the vote:
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See row 5 of cover page of each reporting person
| (ii) |
Shared power to vote or to direct the vote:
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See row 6 of cover page of each reporting person and note in Item 4(a) above
| (iii) |
Sole power to dispose or to direct the disposition of:
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See row 7 of cover page of each reporting person
| (iv) |
Shared power to dispose or to direct the disposition of:
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See row 8 of cover page of each reporting person and note in Item 4(a) above
6
| Item 5. |
Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than 5 percent of the class of securities, check the following ☒.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another:
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Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not applicable.
| Item 8. |
Identification and Classification of Members of the Group:
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Not applicable.
| Item 9. |
Notice of Dissolution of Group:
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Not applicable.
7
| Item 10. |
Certification:
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
8
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.
February 6, 2023
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Sphera Funds Management Ltd.
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/s/ Neomi Elpeleg
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By: Neomi Elpeleg
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Title: Chief Financial Officer
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Sphera Global Healthcare GP Ltd.
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/s/ Neomi Elpeleg
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By: Neomi Elpeleg
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Title: Chief Financial Officer
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Sphera Global Healthcare Management LP
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/s/ Neomi Elpeleg
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By: Neomi Elpeleg
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Title: Chief Financial Officer
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9
| EXHIBIT NO. | DESCRIPTION |
| Exhibit 1 |
10
Exhibit 1
Joint Filing Agreement
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by
Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Cyclacel Pharmaceuticals, Inc.; each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or
has reason to believe that such information is inaccurate. In accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G and any amendments
thereto with respect to the equity securities (as defined in Rule 13d-1(i)) of the Issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G and any amendments thereto.
This agreement may be executed in any number of counterparts, each of which shall be deemed an original.
February 6, 2023
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Sphera Funds Management Ltd.
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/s/ Neomi Elpeleg
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By: Neomi Elpeleg
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Title: Chief Financial Officer
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Sphera Global Healthcare GP Ltd.
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/s/ Neomi Elpeleg
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By: Neomi Elpeleg
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Title: Chief Financial Officer
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Sphera Global Healthcare Management LP
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/s/ Neomi Elpeleg
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By: Neomi Elpeleg
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Title: Chief Financial Officer
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