UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A
(Amendment No. 1)

 

(Mark One)

 

x                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2012

 

OR

 

o                   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 0-50626

 

CYCLACEL PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

91-1707622

(State or Other Jurisdiction
of Incorporation or Organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

200 Connell Drive, Suite 1500

Berkeley Heights, New Jersey

 

07922

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (908) 517-7330

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting filer x

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

As of May 15, 2011 there were 59,003,301 shares of the registrant’s common stock outstanding.

 

 

 


 

EXPLANATORY NOTE

 

The sole purpose of this Amendment No. 1 (this “Amendment”) to the Quarterly Report on Form 10-Q for Cyclacel Pharmaceuticals, Inc. (the “Company”) for the period ended March 31, 2012, filed with the Securities and Exchange Commission (the “Commission”) on May 15, 2012 (the “Form 10-Q”), is to file a revised redacted version of Exhibit 10.1 included in Item 6 of the Form 10-Q in connection with a Confidential Treatment Request filed with that exhibit.  Confidential treatment has been requested from the Commission for certain portions of Exhibit 10.1 under Rule 24b-2.

 

This Amendment only affects Item 6 of the Form 10-Q; no other changes have been made. This Amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the Form 10-Q.

 

2


 

PART II — OTHER INFORMATION

 

Item 6.   Exhibits

 

10.1*†

 

Form of Purchase Agreement, dated as of March 22, 2012, by and among Cyclacel Pharmaceuticals, Inc. and the investors signatory thereto

 

 

 

31.1*

 

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a) As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2*

 

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a) As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1**

 

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

32.2**

 

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

*

 

Filed herewith.

 

 

 

**

 

Previously Filed on May 15, 2012 with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012.

 

 

 

†

 

Confidential treatment has been requested with respect to certain portions of this agreement.

 

3


 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.

 

 

 

CYCLACEL PHARMACEUTICALS, INC.

 

 

 

Date: January 10, 2013

By:

/s/ Paul McBarron

 

 

Paul McBarron

 

 

Chief Operating Officer, Chief Financial Officer and Executive Vice President, Finance

 

4