UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 4.01. Change in Registrant’s Certifying Accountants
(a) Dismissal of Independent Registered Public Accounting Firm
On November 5, 2024, the Audit Committee of the Board of Directors (the “Audit Committee”) of Cyclacel Pharmaceuticals, Inc. (the “Company”) approved the dismissal of Crowe LLP, (“Crowe”) as the Company’s independent registered public accounting firm, effective immediately. On November 6, 2024, Crowe was informed of such dismissal.
Crowe has not provided an audit report to the Company since its engagement as the Company’s independent registered public accounting firm on August 19, 2024.
From August 19, 2024 to November 5, 2024, (i) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304) with Crowe on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Crowe, would have caused Crowe to make reference to the subject matter of such disagreements in connection with its reports on the financial statements for such periods and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K) except that Crowe advised the Company that certain provisions of the warrants issued in the April 2024 Securities Purchase Agreement, and potentially warrants issued in prior security purchase agreements, might preclude equity classification of the warrants. If further investigated, this matter might materially impact the fairness of the financial statements issued or to be issued; however, due to Crowe’s dismissal, Crowe did not conduct further investigation.
Crowe has not discussed the reportable event with the Company’s Audit Committee. The Company has authorized Crowe to respond fully to the inquiries of Bush & Associates CPA LLP (“Bush”), as successor auditors, regarding the subject matter of the reportable event.
The Company provided Crowe with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested Crowe to furnish a letter addressed to the SEC stating whether it agrees with the above statements. A copy of Crowe’s letter dated November 7, 2024, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm
On November 5, 2024, the Audit Committee approved the engagement of Bush as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, effective immediately.
During the Company’s two most recent fiscal years ended December 31, 2023 and December 31, 2022 and through the date of this Current Report on Form 8-K, neither the Company nor anyone acting on its behalf consulted with Bush regarding either: (i) the application of accounting principles to a specific transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Bush concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 or a “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
| (d) Exhibits |
| Exhibit No. | Description | |
| 16.1 | Letter of Crowe LLP, dated November 7, 2024 | |
| 104 | Cover Page Interactive Data File (embedded with 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.
| CYCLACEL PHARMACEUTICALS, INC. | ||
| By: | /s/ Paul McBarron | |
| Name: | Paul McBarron | |
| Title: | Executive Vice President-Finance, | |
| Chief Financial Officer and Chief Operating Officer | ||
Date: November 12, 2024
Exhibit 16.1
 |
Crowe LLP |
| Independent Member Crowe Global |
November 7, 2024
Office of the Chief Accountant
Securities and Exchange Commission
100 F Street, N. E.
Washington, D.C. 20549
Ladies and Gentlemen:
We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on November 5, 2024, to be filed by our former client, Cyclacel Pharmaceuticals, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm.
Crowe LLP
Indianapolis, Indiana
| cc: | Ms. Karin L. Walker |
Audit Committee Chair
Cyclacel Pharmaceuticals, Inc.