Cyclacel Pharmaceuticals Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
On May 6, 2025, Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into a share exchange agreement (the “Exchange Agreement”) with FITTERS Diversified Berhad, a Malaysian publicly listed company (“Fitters Parent”) and FITTERS Sdn. Bhd., a Malaysia private limited company and wholly-owned subsidiary of Fitters Parent (“Fitters”).
The parties intend to effect a voluntary share exchange transaction (the “Transaction”) whereby Fitters Parent will exchange all of its ownership interest in Fitters representing 100% of all of the issued and outstanding capital shares of Fitters, for 19.99 percent of all of the issued and outstanding shares of common stock, par value $0.001, of the Company, on the closing date of the Transaction (the “Exchange Shares”). Following the closing of the Transaction, Fitters will become a wholly-owned subsidiary of the Company and Datuk Dr. Doris Wong Sing Ee, our Chief Executive Officer and Executive Director will be appointed as a director of Fitters and all of its subsidiaries.
The Exchange Agreement contains customary representations, warranties, covenants and conditions to closing. These closing conditions include, without limitation, a requirement by the Company to call a meeting of its stockholders to approve the Transaction and change the Company’s name to “Bio Green Med Solution, Inc.,” file a listing of additional shares application with The Nasdaq Capital Market, file a registration statement on Form S-4 to register the Exchange Shares and the effectiveness of such Form S-4, and by Fitters Parent to comply with all applicable requirements under the Bursa Malaysia stock exchange. In addition, the Company and Fitters Parent must agree to the amount of the Exchange Shares in writing as of the closing date. In the event the Transaction is not closed by August 31, 2025, either party may terminate the Exchange Agreement and the transactions contemplated thereunder. The following description of the terms and conditions of the Exchange Agreement and the transactions contemplated thereunder that are material to the Company does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated by reference into this Item 1.01.
Item 7.01 Regulation FD Disclosure
On May 6, 2025, the Company issued a press release announcing the execution of the Exchange Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth in Item 7.01 of this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 2.1 | Exchange Agreement dated May 6, 2025 | |
| 99.1 | Press Release dated May 6, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: May 6, 2025 | Cyclacel Pharmaceuticals, Inc. | |
| By: | /s/ Datuk Dr. Doris Wong Sing Ee | |
| Name: | Datuk Dr. Doris Wong Sing Ee | |
| Title: | Chief Executive Officer | |
| 3 |