UNITED STATES
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CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
Cyclacel Pharmaceuticals, Inc. (the “Company”) held a Special Meeting on December 8, 2023 at 9:30 a.m. Eastern Time in virtual format. Of the Company’s 12,642,822 shares of common stock issued and outstanding and eligible to vote as of the record date of November 6, 2023, 7,315,280 shares, or approximately 57.86% of the eligible shares of common stock, were present virtually or represented by proxy. A quorum was present for all matters. Each of the matters set forth below is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 14, 2023. The following actions were taken at the Special Meeting:
Proposal 1
The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split at a ratio of not less than 1-for-3 and not greater than 1-for-15, with the exact ratio to be set within that range at the discretion of the Company’s Board of Directors (the “Board”) without further approval or authorization of the Company’s stockholders and with the Board able to elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders, in its sole discretion.
| Votes For | Votes Against | Votes Abstained | ||
| 4,610,133 | 2,685,011 | 20,136 |
Proposal 2
The Company’s stockholders approved an adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt Proposal 1.
| Votes For | Votes Against | Votes Abstained | ||
| 5,586,025 | 1,693,794 | 35,461 |
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.
| CYCLACEL PHARMACEUTICALS, INC. | ||
| By: | /s/ Paul McBarron | |
| Name: | Paul McBarron | |
| Title: | Executive Vice President-Finance, | |
| Chief Financial Officer and Chief Operating Officer | ||
Date: December 12, 2023