Current Report Filing (8-k)
December 21 2020 - 4:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): December 17, 2020
CYCLACEL PHARMACEUTICALS, INC.
(Exact name of registrant as specified
in its charter)
Delaware
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0-50626
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91-1707622
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922
(Address of principal executive offices and zip code)
Registrant’s telephone number,
including area code: (908) 517-7330
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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CYCC
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The Nasdaq Stock Market LLC
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Preferred Stock, $0.001 par value
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CYCCP
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The Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Effective December 17, 2020, the Board of
Directors (the “Board”) of the Cyclacel Pharmaceuticals, Inc. (the “Company”) appointed Brian Schwartz,
M.D. to serve as a Class 2 Director until the 2023 annual meeting of the Company’s stockholders.
There are no arrangements or understandings
between Dr. Schwartz and any other person pursuant to which Dr. Schwartz was appointed as a director. There are no transactions
to which the Company is a party and in which Dr. Schwartz has a material interest that is required to be disclosed under Item 404(a)
of Regulation S-K.
Dr. Schwartz has not previously held any
positions with the Company and has no family relations with any directors or executive officers of the Company.
On December 17, 2020, the Board granted,
under and pursuant to the terms of the Company’s 2018 Equity Incentive Plan, to Dr. Schwartz an option to purchase up to
5,200 shares of the Company’s common stock at an exercise price of $4.13 per share for his services as a non-executive director
of the Company, all of such options to vest on the first anniversary of the date of grant. The option expires on December 17, 2030.
In addition, Dr. Schwartz is entitled to
receive an annual fee of $45,000 for his services as a non-executive director of the Company. Dr. Schwartz will also be reimbursed
for certain customary business expenses in connection with attending the Board meeting.
Dr. Schwartz has a successful track record
in oncology drug development at several biopharmaceutical companies. He most recently served as Chief Medical Officer of ArQule
Inc., a biopharmaceutical company acquired by Merck & Co. for $2.7 billion in early 2020. During his 11 years at ArQule, he
served as a senior member of the management team and managed interdisciplinary teams that advanced preclinical and clinical drug
development programs in oncology and rare diseases. Prior to ArQule, he served as Chief Medical Officer and Senior Vice President,
Clinical and Regulatory Affairs at Ziopharm Oncology, Inc., where he built and led clinical, regulatory, and quality assurance
teams developing novel cancer therapies. Earlier in his career, he held several positions at Bayer Healthcare and Leo Laboratories.
At Bayer, he was most recently Medical Director, US Oncology and previously Global Clinical Leader responsible for the development
and approval of sorafenib (Nexavar®) in all major markets. He has extensive regulatory experience working with the US FDA,
the European Medicines Agency (EMA), and other competent health authorities.
Dr. Schwartz currently serves on the Board
of Directors of Enlivex Therapeutics Limited, LifeSci Acquisition Corp. and Mereo BioPharma Group plc. He earned his medical degree
and did his residency at the University of Pretoria, South Africa, did his fellowship at the University of Toronto and practiced
medicine before his career in the biopharmaceutical industry.
Attached as Exhibit 99.1 is a copy of a
press release of the Company, dated December 21, 2020, announcing the election of Dr. Schwartz to the Board.
Item 9.01: Financial
Statements and Exhibits.
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.
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CYCLACEL PHARMACEUTICALS, INC.
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By:
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/s/ Paul McBarron
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Name:
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Paul McBarron
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Title:
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Executive Vice President—Finance, Chief Financial Officer and Chief Operating Officer
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Date: December 21, 2020
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