BGMS

Business Context and Reporting Period

Company: Cyclacel Pharmaceuticals, Inc. (Note: Request metadata listed "Bio Green Med Solution, Inc." but the filing text identifies the registrant as Cyclacel Pharmaceuticals, Inc.)
Filing Type: Form 8-K (Current Report)
Date of Report: December 21, 2023
Reporting Period: Event date December 21, 2023; Closing expected December 26, 2023.
Business Context: The Company entered into a securities purchase agreement for a Registered Direct Offering and a concurrent private placement to raise capital for working capital and general corporate purposes.

Key Financial Metrics and Transaction Details

Capital Raised: Approximately $1.29 million in aggregate gross proceeds (before deducting placement agent fees).
Securities Issued:

• Common Stock: 168,500 shares sold at $3.315 per share.
• Pre-Funded Warrants: Warrants to purchase up to 219,700 shares sold at $3.314 per share (exercise price $0.001).
• Common Warrants: Unregistered warrants to purchase up to 388,200 shares issued in the concurrent private placement (exercise price $3.19, 7-year term).

Placement Agent Fees:

• Cash fee: 8.0% of aggregate gross proceeds.
• Expense reimbursement: Up to $85,000.
• Warrants: 6.0% of aggregate shares sold (23,292 shares) at an exercise price of $4.14375 per share.

Insider Participation:

• CEO Spiro Rombotis purchased 6,070 shares and accompanying warrants.
• CFO Paul McBarron purchased 1,886 shares and accompanying warrants.
• Price: $3.315 per share (same as public offering).

Financial Statements: This filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. It is a transaction report, not a periodic financial report.

Material Changes Versus Prior Period

This filing reports a discrete capital raising event and does not provide comparative financial data (e.g., year-over-year revenue or profit changes) against a prior period. The material change is the increase in equity capital and the issuance of new warrants and shares.

Guidance, Outlook, and Risks

Use of Proceeds: Net proceeds will be used for working capital and general corporate purposes.
Lock-Up Provisions:

• 30-day standstill on issuing new Common Stock or equivalents following the closing.
• 180-day standstill on Variable Rate Transactions following the effective date of the resale registration statement.

Registration Obligations: The Company agreed to file a Form S-1 within 30 days for the resale of shares underlying the Common Warrants, with effectiveness required by the 60th day (or 90th day if a full review occurs).
Risks/Contingencies: The closing is subject to customary conditions. The filing includes standard disclaimers that representations and warranties in the agreements are for the benefit of the parties and do not represent the current state of affairs for general stockholders.

Important Facts for Investor Verification

• Company Identity: Verify the registrant is Cyclacel Pharmaceuticals, Inc. (CYCC), not "Bio Green Med Solution, Inc."
• Dilution Impact: Assess the total dilution from the 168,500 shares, 219,700 pre-funded warrants, and 388,200 common warrants issued.
• Net Proceeds: Calculate net proceeds after the 8% placement fee and up to $85,000 in expense reimbursements.
• Insider Alignment: Note that the CEO and CFO participated in the offering at the same price as institutional investors.
• Future Obligations: Confirm the timeline for the Form S-1 filing and effectiveness for warrant resale.