UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Securities Purchase Agreement
On January 9, 2025, Cyclacel Pharmaceuticals, Inc. (the “Company”) amended its Securities Purchase Agreement (the “Purchase Agreement”) with David E. Lazar (together with the Company, the “Parties”), by entering into an addendum to the Purchase Agreement (the “Addendum”) to correct an inadvertent error in the original Purchase Agreement. The Addendum rectified that mistake by correctly stating the intent of the parties, which was that, pursuant to section 2.3(a)(v) of the Purchase Agreement, Mr. Lazar has not been appointed as a member of the board of directors of the Company (the “Board”) and will not be appointed as Chairman of the Board. Mr. Lazar only had the right to appoint one (1) member of the Board, which was David Natan, who has been appointed chairman of the audit committee of the Board.
Except for the Addendum, all other terms of the Purchase Agreement and exhibits thereto remain unchanged and in full force and effect.
A copy of the Addendum is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Addendum to Securities Purchase Agreement, dated as of January 9, 2025, by and between the Company and David Lazar | |
| 104 | Cover Page Interactive Data File |
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: January 9, 2025 | Cyclacel Pharmaceuticals, Inc. | ||
| By: | /s/ David Lazar | ||
| Name: | David Lazar | ||
| Title: | Interim Chief Executive Officer | ||
Exhibit 10.1
ADDENDUM TO SECURITIES PURCHASE AGREEMENT,
DATED JANUARY 2, 2025
This Addendum, dated January 9, 2025, shall be made part of the securities purchase agreement, dated January 2, 2025 (the “Agreement”), by and between Cyclacel Pharmaceuticals, Inc. (the “Company”) and David Lazar (the “Purchaser” and together with the Company, the “Parties”), and shall be deemed effective at the time of the Agreement.
WHEREAS, the Parties desire to correctly state the intent of the Parties to the Agreement.
NOW, THEREFORE, the Parties hereby agree as follows:
| 1. | Section 2.3(a)(v) of the Agreement is hereby amended and restated to read, in its entirety, as follows: |
“(v) as of the First Closing, a copy of the resolutions of the Company’s Board of Directors (A) authorizing Company’s execution, delivery, and performance of this Agreement, including, inter alia, the authorization and issuance of the Securities as well as the authorization of a right for the Purchaser to sell, assign or otherwise transfer either the Securities (as well as any Common Stock underlying any such Securities) and/or its rights to acquire the Securities (as well as any Common Stock underlying any such Securities) pursuant to this agreement (the “Securities Purchase Rights”), including by way of option for Purchaser to sell and/or a transferee thereof to purchase, the Securities Purchase Rights (the “Securities Purchase Rights Transfer Right”), (B) with respect to Section 3.1(y), (C) the Rule 16b-3 Exemption Approvals, which resolutions shall be prepared and adopted in the form provided by Purchaser to the Company, and (D) the appointment of a designee of David Lazar, who shall be deemed “independent” under the rules and regulations of the Trading Market and applicable securities laws, as a member of the Board of Directors (the “New Director”).”
IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed by the respective officers thereunto duly authorized, in each case as of the date first written above.
| “COMPANY” | |
| CYCLACEL PHARMACEUTICALS, INC. |
| By: | /s/ Paul McBarron | |
| Name: Paul McBarron | ||
| Title: Director | ||
| PURCHASER |
| /s/ David Lazar | |
| David Lazar |
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