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): June 14, 2022
CYCLACEL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 0-50626 | | 91-1707622 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | CYCC | The Nasdaq Stock Market LLC |
| Preferred Stock, $0.001 par value | CYCCP | The Nasdaq Stock Market LLC |
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).
Emerging growth company ¨
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 Arrangements of Certain Officers.
(e) The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Cyclacel Pharmaceuticals, Inc. (the “Company”) was held in a virtual format on June 14, 2022 at 10:00 AM EDT. At the Annual Meeting, the stockholders approved an amendment to the Cyclacel Pharmaceuticals, Inc. 2018 Equity Incentive Plan (the “Amended and Restated Plan”), reserving an additional 500,000 shares of common stock for further issuance under such plan. The Company’s Board of Directors approved the Amended and Restated Plan on April 25, 2022, subject to stockholder approval.
A summary of the principal features of the Amended and Restated Plan can be found in the Company’s proxy statement under the heading “Proposal 3 – Amendment to 2018 Equity Incentive Plan to Increase the Number of Shares of Common Stock Available for the Grant of Awards by 500,000 Shares.” The summary of the Amended and Restated Plan contained in the 2022 Proxy Statement is qualified in its entirety by the full text of the Amended and Restated Plan filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The actions set forth below were taken at the Annual Meeting.
Proposals Submitted to Holders of Common Stock
The following proposals were submitted to the holders of the Company’s shares of common stock and voted upon at the Annual Meeting: (i) the re-election of two Class 1 directors to the Company’s board of directors, (ii) the ratification of the selection of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022, (iii) the approval of an amendment to the Company’s 2018 Equity Incentive Plan, and (iv) the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement.
(i) Votes of the common stockholders regarding the election of the Class 1 director nominees were as follows:
| | | | Votes For | | | | Votes
Withheld | | | | Broker
Non-Votes | |
| Dr. Samuel L. Barker | | | 2,604,913 | | | | 266,432 | | | | 3,560,063 | |
| Karin L. Walker | | | 2,639,846 | | | | 231,499 | | | | 3,560,063 | |
Based on the votes set forth above, Dr. Samuel L. Barker and Karin L. Walker were duly re-elected as Class 1 directors of the Company to serve until the 2025 annual meeting of stockholders or until their respective successors are elected and qualified or until their earlier resignation or removal.
(ii) Votes of the common stockholders regarding the ratification of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 were as follows:
| Votes For | | Votes
Against | | Abstentions | | Broker
Non-Votes |
| 5,909,971 | | 408,936 | | 112,501 | | 0 |
Based on the votes set forth above, the selection of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 was ratified.
(iii) Votes of the common stockholders regarding the approval of an amendment to the Company’s 2018 Equity Incentive Plan were as follows:
| Votes For | | Votes
Against | | Abstentions | | Broker
Non-Votes |
| 2,365,534 | | 403,836 | | 101,975 | | 3,560,063 |
Based on the votes set forth above, the proposal to approve an amendment to the Company’s 2018 Equity Incentive Plan was approved.
(iv) Votes of the common stockholders, on an advisory basis, regarding the executive compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement, were as follows:
| Votes For | | Votes
Against | | Abstentions | | Broker
Non-Votes |
| 2,456,357 | | 394,675 | | 20,313 | | 3,560,063 |
Based on the votes set forth above, the proposal to approve the executive compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement, was approved on an advisory basis.
Proposals Submitted to Holders of Preferred Stock
The election of Dr. Kenneth M. Ferguson as a Class 1 director to the Company’s board of directors was submitted to the holders of the Company’s shares of 6% Convertible Exchangeable Preferred Stock (the “Preferred Stock”) and voted upon at the Annual Meeting. Votes of the preferred stockholders regarding the election of Dr. Kenneth M. Ferguson as a Class 1 director were as follows:
| | | Votes For | | | Votes
Against | | | Abstentions | | | Broker
Non-Votes | |
| Dr. Kenneth M. Ferguson | | | 226,160 | | | | 3,310 | | | | 6,966 | | | | 0 | |
Based on the votes set forth above, Dr. Kenneth M. Ferguson was duly elected as a Class 1 director of the Company to serve until the 2025 annual meeting of stockholders or until his respective successor is elected and qualified or until his earlier resignation or removal.
Item 8.01 Other Events.
On June 14, 2022, the board of directors of the Company declared a quarterly cash dividend in the amount of $0.15 per share on the Company’s Preferred Stock. The cash dividend will be payable on August 1, 2022 to the holders of record of the Preferred Stock as of the close of business on July 15, 2022.
The Board considered numerous factors in determining whether to declare the quarterly dividend, including the requisite financial analysis and determination of a surplus. While the Board will analyze the advisability of the declaration of dividends in future quarters, there is no assurance that future quarterly dividends will be declared.
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.
| | CYCLACEL PHARMACEUTICALS, INC. |
| | |
| | By: | /s/ Paul McBarron |
| | Name: | Paul McBarron |
| | Title: | Executive Vice President-Finance, |
| | | Chief Financial Officer and Chief Operating Officer |
Date: June 16, 2022
