Cyclacel Pharmaceuticals Inc.
01/07/2025 | Press release | Distributed by Public on 01/07/2025 18:04
Initial Statement of Beneficial Ownership (Form 3)
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series C Convertible Preferred Stock(2)(3) | 01/02/2025 | (4) | Common Stock | 2,650,000 | (5) | D |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Lazar David E. PH THE TOWERS, TOWER 200, 30B WINSTON CHURCHILL, PAITILLA PANAMA CITY, R1 07196 |
X | Chief Executive Officer |
Signatures
| /s/ David E. Lazar | 01/07/2025 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | No shares of Common Stock are beneficially owned. |
| (2) | On January 2, 2025, David E. Lazar (the "Reporting Person") and Cyclacel Pharmaceuticals, Inc. (the "Company"), entered into a securies purchase agreement pursuant to which the Reporting Person will acquire (i) an aggregate of 1,000,000 shares of the Company's Series C Convertible Preferred Stock (the "Series C Preferred Stock") at a price of $1.00 per share and (ii) an aggregate of 2,100,000 shares of the Company's Series D Convertible Preferred Stock (the "Series D Preferred Stock", and together with the Series C Preferred Stock, the "Preferred Stock") at a price of $1.00 per share. Each share of Series C Preferred Stock is convertible into 2.65 shares of the Company's Common Stock at any time, subject to certain ownership limitations. The initial closing took place on January 6, 2025, whereby the Reporting Person acquired 200,000 shares of Series C Preferred Stock for a total purchase price of $1,000,000. |
| (3) | The Reporting Person will acquire the shares of Series D Preferred Stock at a subsequent closing, subject to satisfaction of certain closing conditions, for a total purchase price of $2,100,000. Each share of Series D Preferred Stock will be convertible into 110 shares of the Company's Common Stock at any time, subject to certain ownership limitations. |
| (4) | The Series C Preferred Stock is perpetual and therefore has no expiration date. |
| (5) | The shares of Series C Preferred Stock are convertible at the option of the Reporting Person for no additional consideration. |