BGMS 8-K
Bio Green Med Solution, Inc. (BGMS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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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).
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Item 1.01 Entry into a Material Definitive Agreement.
Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”) entered into a settlement agreement with Dr. Samuel L. Barker, a resigning director as described below in Item 5.02 and is incorporated by reference into this Item 1.01.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 25, 2025, the Nasdaq Stock Market notified the Company that it has regained compliance with the equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”), as required by the Nasdaq Hearing Panel’s decision dated October 22, 2024. As previously reported by the Company on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on October 24, 2024, on October 15, 2024, the Company met with the Nasdaq Hearings Panel regarding the Company’s potential delisting from The Nasdaq Stock Market as a result of its non-compliance with the Equity Rule. On October 22, 2024, the Company received the Nasdaq Hearings Panel decision which granted the Company until December 24, 2024 to regain compliance with the Equity Rule. Following the Company’s regaining compliance with the Equity Rule, in application of Listing Rule 5815(d)(4)(B), the Company will be subject to a Mandatory Panel Monitor for a period of one year from February 25, 2025.
Item 3.03 Material Modification to Rights of Security Holders.
The information and disclosure in Item 5.01 below regarding the voting rights of the Series C Convertible Preferred Stock and Series D Convertible Preferred Stock is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
Series C and Series D Preferred Stock Purchase Agreement
On February 11, 2025, David E. Lazar (the “Seller”), the interim Chief Executive Officer and Secretary of the Company, entered into a securities purchase agreement (the “Purchase Agreement”) with an investor, Datuk Dr. Doris Wong Sing Ee (the “Investor”) pursuant to which the Investor agreed to purchase 1,000,000 shares of Series C Convertible Preferred Stock of the Company, $0.0001 par value per share (the “Series C”) and such number of the 2,100,000 shares of Series D Convertible Preferred Stock of the Company, $0.0001 par value per share (the “Series D”) currently held by Seller so that Purchaser shall hold seventy percent (70%) of the issued and outstanding shares of the Company, which resulted in the issuance of 1,745,262 shares of Series D (collectively, the Series C and Series D are the “Securities”). The transaction contemplated by the Purchase Agreement closed on February 26, 2025 (the “Closing Date”). Additionally, the Investor purchased and succeeded to all of the Seller’s rights and interests under that certain securities purchase agreement between the Seller and the Company dated January 2, 2025.
In consideration for the sale of the Securities, the Investor delivered $6,300,000 (the “Purchase Price”) less the holdback amount of $100,000 (the “Holdback Amount”) to the escrow agent. The Purchase Price included a cash brokerage fee in the amount of $800,000 (the “Broker Fee”) paid to Lighthouse Advisory Limited (“Broker”). The Holdback Amount will be held back by the Investor for 120 days from the Closing Date to satisfy any indemnity and other agreed upon claims and expenses.
The Securities are convertible into shares of the common stock, par value $0.001 per share (the “Common Stock”) of the Company at the election of the Investor as follows: (i) the 1,000,000 shares of the Series C are convertible into 2,650,000 shares of Common Stock, and (ii) 1,745,262 of the Series D are convertible into 191,978,820 shares of Common Stock currently held by Seller so that the Investor shall hold 194,628,820 shares of Common Stock equivalent to approximately seventy percent (70%) of the issued and outstanding shares of the Company, on an as-converted basis.
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As previously reported by the Company on Form 8-K filed with the SEC on February 12, 2025, at a special meeting of stockholders held on February 6, 2025 (the “Special Meeting”), the stockholders of the Company approved an amendment (the “Series C Amendment”) to the Company’s certificate of designation designating the rights, preferences and limitations of the Company’s Series C (the “Series C Certificate of Designation”). As described in the Company’s proxy statement for the Special Meeting, the Series C Certificate of Designation provided that the Series C could not be converted or voted in a manner that would result in the holder or his or her transferees or their affiliates holding or voting more than the lower of (i) the maximum percentage of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of the Series C Convertible Preferred Stock that could be issued to the holder without requiring a vote of the stockholders of the Company under the rules and regulations of The Nasdaq Stock Market and (ii) 5% of the number of shares of common stock outstanding immediately before the original issue date (the “Series C Ownership Limitation”), prior to the date that the Company’s stockholders approved the issuance of shares of common stock to the holder thereof. The Series C Amendment removed such Series C Ownership Limitation so that the shares of Series C Convertible Preferred Stock may be converted and voted without regard to such Series C Ownership Limitation.
Following the approval of the Series C Amendment at the Special Meeting, the Company filed the Series C Amendment with the Secretary of State of the State of Delaware on February 10, 2025. Except for the removal of the Series C Ownership Limitation, the Series C Amendment did not make any other changes to the Series C Certificate of Designation.
Additionally, also as previously reported by the Company on Form 8-K filed with the SEC on February 12, 2025, on February 6, 2025, the Company’s board of directors (the “Board”) and David Lazar approved an amendment to the Company’s Series D Convertible Preferred Stock (the “Series D Amendment”) to the Company’s certificate of designation designating the rights, preferences and limitations of the Company’s Series D (the “Series D Certificate of Designation” and together with the Series C Certificate of Designation, the “Certificates of Designation”) prior to the issuance of any shares of Series D. The Series D Certificate of Designation provided that the Series D Convertible Preferred Stock could not be converted or voted in a manner that would result in the holder or his or her transferees or their affiliates holding or voting more than the lower of (i) the maximum percentage of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of the Series D Convertible Preferred Stock that could be issued to the holder thereof without requiring a vote of the stockholders of the Company under the rules and regulations of The Nasdaq Stock Market and (ii) 49.99% of the number of shares of the common stock outstanding immediately before the original issue date (the “Series D Ownership Limitation”), prior to the date that the Company’s stockholders approve the issuance of shares of common stock to the holder thereof.
The Series D Amendment removes such Series D Ownership Limitation so that the shares of Series D Convertible Preferred Stock may be converted and voted without regard to such Series D Ownership Limitation. Following the Series D Amendment, the Company issued 2,100,000 shares of Series D Convertible Preferred Stock to David Lazar pursuant to the Securities Purchase Agreement, dated as of January 2, 2025, by and between the Company and David Lazar, which was previously filed with a current report on Form 8-K filed by the Company with the SEC on January 6, 2025.
The Company filed the Series D Amendment with the Secretary of State of the State of Delaware on February 6, 2025. Except for the removal of the Series D Ownership Limitation and related definitions, the Series D Amendment did not make any other changes to the Series D Certificate of Designation.
Exercise of Conversion Right
On the Closing Date, the Seller issued written notice to the Company to exercise the conversion rights related to the Series C and Series D shares into Common Stock of the Company registered in the Investor’s name, as follows: (i) the conversion of 1,000,000 shares of Series C into 2,650,000 shares of Common Stock of the Company; and (ii) the conversion of 1,745,262 shares of Series D into 191,978,820 shares of Common Stock of the Company.
The Securities were sold in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (“Section 4(a)(2)”). The Investor in the Securities is an individual that is not an existing investor in the Company. The foregoing description of terms and conditions of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, which is attached hereto as Exhibit 10.1.
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Assignment and Assumption Agreement
In connection with the consummation of the Purchase Agreement, the Seller and the Investor entered into an assignment and assumption agreement (the “Assignment and Assumption Agreement”) as of February 26, 2025, pursuant to which Seller assigned to the Investor and the Investor agreed to assume from Seller (as the assignor), that certain securities purchase agreement (the “Lazar SPA”) between the Company and the Seller dated February 4, 2025. As previously reported on Form 8-K filed with the SEC on February 6, 2025, the Lazar SPA pertains to the issuance and sale in a private placement of up to $8,000,000 (the “Lazar Purchase Price”) of shares of the Common Stock of the Company. Under the Lazar SPA, the Company shall have the right, but not the obligation, to direct the Seller (as purchaser under the Lazar SPA), until September 30, 2026, to purchase up to the Lazar Purchase Price of Shares at a purchase price equal to the greater of (i) the consolidated closing bid price immediately prior to the entry of this Agreement and (ii) the consolidated closing bid price on the business day immediately preceding the applicable purchase date, in either $1,000,000 or $2,000,000 increments unless otherwise.
As previously reported on Form 8-K filed with the SEC on February 24, 2025, the Seller and the Company entered into an amendment to the Lazar SPA (the “Amendment”) to amend the applicable purchase price to be the greater of (i) the consolidated closing bid price immediately prior to the entry into the Lazar SPA and (ii) the consolidated closing bid price on the Trading Day (as defined in the Lazar SPA) immediately preceding the applicable Purchase Date (as defined in the Lazar SPA) if such purchase occurs on a Trading Day prior to close of market or the consolidated closing bid on the Trading Day of Purchase Date if it occurs following close of the market on a Trading Day until the market opens on the next Trading Day. The Amendment also added a contractual six (6) month lock-up for any Shares issued in all of the private placement offerings described in the Lazar SPA.
The foregoing description of terms and conditions of the Assignment and Assumption Agreement does not purport to be complete and is qualified in its entirety by the full text of the Assignment and Assumption Agreement, which is attached hereto as Exhibit 10.2.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Executive Officer
On February 26, 2025, David Lazar, the Company’s interim Chief Executive Officer, interim principal financial officer, interim principal accounting officer, and Secretary, provided notice of his resignation as Chief Executive Officer and Secretary of the Company effective February 26, 2025. Mr. Lazar will continue his role as co-principal financial officer and co-principal accounting officer to assist with the transition of the Company’s new Chief Financial Officer, as discussed below. Mr Lazar’s resignation was not the result of any disagreement between Mr. Lazar and the Company on any matter relating to the Company’s operations, policies or practices. In connection with Mr. Lazar’s departure, he will not be eligible to receive any severance benefits or any performance based bonus compensation for the 2025 partial year.
Appointment of Chief Executive Officer and Director
Effective as of February 26, 2025, the Board appointed Datuk Dr. Doris Wong Sing Ee, as Chief Executive Officer and, in such role, she will serve as the Company’s principal executive officer. Datuk Dr. Doris Wong Sing Ee was also elected to the Board of the Company as of the effective date.
Datuk Dr. Doris Wong Sing Ee, aged 43, brings more than 20 years of management experience to her role as Chief Executive Officer of the Company across various industries ranging from oil and gas, property development, solar, engineering, advertising, food and beverage, raw materials and more. She specializes in business development, strategic consultancy and corporate advisory in mergers and acquisition and joint venture across Malaysia, Singapore, China, Japan, Thailand and Indonesia. Since October 2020, Datuk Dr. Doris Wong Sing Ee has been serving as an Executive Director of Metronic Global Bhd, an investment holding company, where she has been optimizing financial operations, establishing business goals, advising the board of directors on organizational activities and executing special business projects. She has also been involved in various investment opportunities in business diversification, generating new revenue and increasing shareholders’ wealth.
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Datuk Dr. Doris Wong Sing Ee has also been serving as the Executive Director of BSL Corporation Berhad (KLSE: BSLCORP) since May 2024, a public listed company with its business segments constituting stamping and manufacturing of precision metal parts and fabrication of tools and dies, printed circuit boards (PCB) assembly of all types of electronics and electrical components, devices and systems, fabrication and forging of base metal components for consumer products.
Datuk Dr. Doris Wong Sing Ee served as an independent director and member of the audit committee and the compensation committee of Energem Corp since from its initial public offering on November 16, 2021 until her appointment as Executive Director on January 27, 2023. Following Energem Corp’s completion of a series of transactions that resulted in its business combination with Graphjet Technology Sdn. Bhd. (Nasdaq: GTI), a Malaysian private limited company (“Graphjet”) on March 14, 2024, Datuk Dr. Doris Wong Sing Ee served as a director of Graphjet until January 6, 2025.
Since February 2017, Datuk Dr. Doris Wong Sing Ee has been a non-independent non-executive director at Trive Property Group Bhd (0118.KL). Previously, from January 2019 to September 2020, Datuk Dr. Doris Wong Sing Ee served as Chief Corporate Officer in Metronic Engineering Sdn. Bhd. (0043.KL) where she oversaw HR operations, set objectives for the HR team and helped shape the brand strategy of the company. Datuk Dr. Doris Wong Sing Ee served as General Manager from 2015 to 2016 in Dai-Ichi Kikaku Sdn. Bhd. where she was overseeing and handling business development, client strategy and direction, creative, production, media planning, procurement and research. From 2012 to 2015, Datuk Dr. Doris Wong Sing Ee served as Strategic Business Consultant for JLPW Law Firm where she handled mergers and acquisitions and joint venture deals internationally for various industries and from 2002 to 2012, Datuk Dr. Doris Wong Sing Ee started her career as a Managing Director at Niagamatic Sdn. Bhd., where she controlled all business operations to give strategic guidance and directions to the board and staff to ensure the company achieved its financial vison, mission and long-term goals.
In connection with her appointment, Datuk Dr. Doris Wong Sing Ee may be entitled to compensation which has not yet been determined by the Company. There are no arrangements or understandings with any other person pursuant to which Datuk Dr. Doris Wong Sing Ee was appointed as the Company’s Chief Executive Officer and there are no family relationships between Datuk Dr. Doris Wong Sing Ee and any Company director or executive officer, and no arrangements or understandings between Mr. Wong and any other person pursuant to which she was selected as an officer. Datuk Dr. Doris Wong Sing Ee is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
Appointment of Chief Financial Officer
Effective as of February 26, 2025, the Board appointed Kiu Cu Seng, as Chief Financial Officer and, in such role, he will serve as the Company’s co-principal financial officer and co-principal accounting officer along with David Lazar until the effective date of his resignation on the earlier of the filing date of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024 or March 31, 2025, as discussed above. The Company’s Board also appointed Mr. Kiu as Executive Director and Secretary.
Mr. Kiu (aged 36) brings significant accounting and audit experience involving publicly listed companies during his years working with accounting standards. Mr. Kiu served as Energem Corp’s Chief Financial Officer from August 12, 2021 through its completion of a series of transactions that resulted in its business combination with Graphjet on March 14, 2024. Since March 2021, Mr. Kiu has served as Group Accountant for BCM Alliance Bhd, Sanichi Technology Bhd. and Trive Property Group Bhd. His responsibility is on group consolidation issues. From June 2019 to February 2021, Mr. Kiu served as Manager in SBY & Partners PLT (formerly known as Siew Boon Yeong & Associates) an established professional accounting organization providing a comprehensive range of services ranging from audit and assurance, taxation and accounting where he specialized in auditing matters.
From June 2017 to February 2019, Mr. Kiu served as a Senior Auditor with Siew Boon Yeong & Associates. Prior to that, from December 2016 to June 2017, Mr. Kiu served as a semi-senior auditor at the corporate compliance firm, Z. AMIN and he started his career in 2013 until December 2016 with YTS & Associate. Mr. Kiu graduated from Infrastructure University Kuala Lumpur in the year 2013 with bachelor’s degree (with Honors) in Accounting and from Kuala Lumpur Infrastructure University College with a Diploma in Accounting in 2009.
In connection with his appointment, Mr. Kiu may be entitled to compensation which has not yet been determined by the Company. There are no arrangements or understandings with any other person pursuant to which Mr. Kiu was appointed as the Company’s Chief Financial Officer There are no family relationships between Mr. Kiu and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer. Additionally, there have been no transactions involving Mr. Kiu that would require disclosure under Item 404(a) of Regulation S-K.
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Resignation of Certain Directors
Coinciding with the Closing Date of February 26, 2025, the following directors of the Company tendered their resignation or notice of resignation from the Board: (i) Dr. Samuel L. Barker resigned as an independent director effectively immediately; (ii) Avraham Ben-Tzvi provided notice that his resignation as an independent director will be effective upon the earlier of the filing date of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024 or March 31, 2025; (iii) Paul McBarron resigned as a non-independent director effective immediately; (iv) David Natan provided notice that his resignation as an independent director will be effective upon the earlier of the filing date of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024 or March 31, 2025; and (iv) Spiro Rombotis resigned as a non-independent director effective immediately.
Appointment of Certain Directors
In connection with the resignation of Messers. Barker, McBarron and Rombotis, effective as of February 26, 2025, the Board appointed Chong Kwang Fock to act as an Independent Director, as well as the Board appointments of Datuk Dr. Doris Wong Sing Ee and Kiu Cu Seng, as noted above.
Kwang Fock Chong is a Chartered Accountant in Malaysia, and brings nearly 20 years of the working experience to the Company. He served as an Independent Director, Chair of the Audit Committee and member of the Compensation Committee of Energem Corp since its initial public offering on November 16, 2021 until its business combination with Graphjet on March 14, 2024. His experience includes auditing of public listed companies, multinationals and private limited companies in various industries. Other than conducting statutory audit in Malaysia, he also performed audit for companies based in China and the AIPAC region. He was also involved in Reporting Accountants’ engagement on initial public offering exercise, due diligence, reviewing financial forecast and projections.
Mr. Chong serves as Auditors and Partner of KHLC PLT where his main responsibility is reviewer and signing partner since October 2020. From July 2014 to September 2020, Mr. Chong served as Auditor and Partner of SBY Partners PLT that provides audit and assurance services. His main responsibility was reviewer and signing partner. Mr. Chong received his Diploma in 2002 from Tunku Abdul Rahman College in Financial Accounting. He achieved his Association of Chartered Certified Accountants certification in 2005.
Settlement Agreement with Director
On February 26, 2025, the Company entered into settlement agreements with Dr. Barker. Pursuant to the terms of the settlement agreement, Dr. Barker resigned his position as a member of the Board of Directors, and any positions held on committees of the Board of Directors. In addition, Dr. Barker will receive his accrued Board fees in full consideration of the release of claims against the Company and other promises and covenants set forth in the settlement agreement.
Pursuant to the terms of the settlement agreement, the Company will provide continuing indemnification to Dr. Barker in a manner consistent with that which was in place as of the effective date of the settlement agreement, and will cause to be maintained in effect the Company’s existing director and officer liability insurance pursuant to the Company’s tail insurance coverage and will not modify its governing documents to modify Dr. Barker’s rights under such policy, as further set forth in the settlement agreement. The settlement agreement contains a mutual non-disparagement clause.
The foregoing description of terms and conditions of the settlement agreement does not purport to be complete and is qualified in its entirety by the full text of the settlement agreement, which is attached hereto as Exhibit 10.3.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Securities Purchase Agreement dated February 11, 2025 by and between David Elliot Lazar and Doris Wong Sing Ee | |
| 10.2 | Assignment and Assumption Agreement dated February 26, 2025 by and between David Elliot Lazar and Doris Wong Sing Ee | |
| 10.3 | Settlement and Release Agreement dated February 26, 2025 by and between Dr. Samuel Barker and the Company | |
| 99.1 | Press Release issued February 27, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: February 27, 2025 | Cyclacel Pharmaceuticals, Inc. | ||
| By: | /s/ Datuk Dr. Doris Wong Sing Ee | ||
| Name: | Datuk Dr. Doris Wong Sing Ee | ||
| Title: | Chief Executive Officer | ||
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Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
This Agreement (the “Agreement”) is entered into as of this 11th day of February 2025 by and between David Elliot Lazar, whose address is 44, Tower 100 The Towers, Winston Churchill, San Francisco, Paitilla, Panama City, Panama 07196 (“Seller”), and Datuk Doris Wong, an individual residing in Kuala Lumpur, Malaysia (“Purchaser”). Seller and Purchaser may be referred to herein as the “Parties” and each of them separately as a “Party.”
WHEREAS, Seller, the interim Chief Executive Officer of Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Issuer” and, together with its subsidiaries, the “Group”), is the holder of 1,000,000 shares of Series C Convertible Preferred Stock, $0.0001 par value per share (the “Series C”) of the Issuer and 2,100,000 shares of Series D Convertible Preferred Stock (the “Series D”), $0.0001 par value per share; and
WHEREAS, the Purchaser proposes to purchase, and the Seller proposes to sell all of his interest and rights in (i) 1,000,000 shares of the Series C (convertible into 2,650,000 shares of common stock of the Issuer), and (ii) 1,745,262 of the Series D (convertible into 191,978,820 shares of common stock of the Issuer) currently held by Seller so that Purchaser shall hold 194,628,820 shares of common stock of the Issuer equivalent to approximately seventy percent (70%) of the issued and outstanding shares of the (together, the “Securities”) Issuer, on an as-converted basis, as well as all of the Seller’s applicable protections in that certain Securities Purchase Agreement dated as of January 2, 2025, between Seller and Issuer, pursuant to which, inter alia, the Seller had acquired the Securities (the “Series C&D SPA”; and together with the Securities, the “Sold Assets”), all pursuant to this Agreement; and
NOW, THEREFORE, in consideration of these premises and the mutual agreements contained in this Agreement, the Parties agree as follows:
1. Agreement to Purchase and Sell. Subject to the terms and conditions of this Agreement, upon execution hereof, Seller shall sell, assign, transfer, convey, and deliver to Purchaser, the Securities and any and all rights in the Sold Assets to which Seller is entitled, and by doing so, Seller shall be deemed to have assigned all of his rights, title and interest in and to the Sold Assets to Purchaser, assuming the entire Purchase Price is paid in accordance with this Agreement. Such sale of the Securities shall be evidenced by book entry statements thereof or stock certificates, duly endorsed in blank or accompanied by stock powers duly executed in blank or other instruments of transfer in form and substance reasonably satisfactory to the Issuer and Purchaser, and a duly executed assignment of the Series C&D SPA in the form attached hereto as Exhibit C (together, the “Closing Transfer Documents”).
2. Consideration.
(a) In consideration for the sale of the Sold Assets, the Purchaser shall deliver to the Escrow Agent (as defined in the Escrow Agreement), Six Million Three Hundred Thousand Dollars (USD $6,300,000) (the “Purchase Price”) less the Holdback (as defined below), which includes a cash brokerage fee in the amount of Eight Hundred Thousand United States Dollars (USD $800,000) (the “Broker Fee”) to be paid to Lighthouse Advisory Limited (“Broker”), pursuant to the Escrow Agreement, in the form attached hereto as Exhibit B (the “Escrow Agreement”). The Purchase Price (less the Holdback) shall be disbursed/released upon the Closing (as defined below). For avoidance of doubt it is hereby clarified and agreed by the parties hereto that failure by the Purchaser to provide the Seller with confirmation of the transmission of the Escrow Amount to the Escrow Agent by the Escrow Amount Deposit Deadline (as defined in the Escrow Agreement) shall render this agreement null and void ab initio.
(b) $100,000 of the Purchase Price, including any interest accrued thereon (altogether, the “Holdback Amount”), shall be held back by the Purchaser at the Closing pursuant to Section 3 and the Parties’ right receive the amounts so held back shall be subject to the terms and conditions set forth herein.
3. Closing; Deliverables.
(a) The Closing shall be held upon satisfaction of the following closing conditions: (the “Closing”) (i) receipt by the Escrow Agent of the Closing Transfer Documents, or other instruments of transfer in form and substance reasonably satisfactory to the Purchaser, including Exhibit A for the appointment of three (3) designees of the Purchaser, and (ii) completion of the deliverables set forth in Section 3(b).
(b) At the Closing, the Seller shall deliver to the Purchaser (i) evidence of the Purchaser’s ownership of the Series C and Series D, including the (A) documentation pursuant to which the Seller received the Series C and Series D, (B) any documentary evidence of the due recordation in the Issuer’s share register of the Purchaser’s full and unrestricted title to such Series C and Series D, (C) this Agreement duly executed by the Seller, and (D) evidence of the appointment of the Purchaser’s three (3) designees as directors of the Issuer and the resignation of three (3) current Directors of the Issuer, subject to payment of all accrued and unpaid Director fees and bonuses, (ii) removal of any beneficial ownership limitation provisions in the certificate of designations, preferences, rights and limitations of the Series D, (iii) evidence satisfactory to the Purchaser of the filing and acceptance by the Delaware Secretary of State of the amended and restated certificate of designations, preferences, rights and limitations of the Series D removing any beneficial ownership limitation provisions therein, (iv) evidence satisfactory to the Purchaser that the Issuer has delivered to the transfer agent of the Issuer the applicable documentation in order to process the full conversion of the Series C and Series D in the name of the Purchaser, (v) evidence satisfactory to the Purchaser that all approvals and notifications have been obtained or sent, including without limitation, applicable stockholder and Nasdaq approvals and notifications, (vi) correspondence from Nasdaq that the Issuer has satisfied the equity requirement under Nasdaq listing rule 5550(b)(1) related to stockholder equity non-compliance of the Issuer, (vii) bank statements and other documents deemed reasonable by the Purchaser showing the cash balance and financial position of the Issuer, including any liabilities, as set forth in the flow of funds in Schedule 5.11, (viii) evidence satisfactory to the Purchaser that the bank signatories of all banking accounts of the Issuer has been changed to the Purchaser or the Purchaser’s designated representatives, (ix) evidence satisfactory to the Purchaser that the Judgment Sum in the New Jersey Judgment No.: DJ 216892 18 has been paid and satisfied in full, (x) evidence satisfactory to the Purchaser that there shall be no obligation upon the Issuer for salaries, commissions or fees payable to employees, consultants, agents or other professionals except as set forth in the flow of funds in Schedule 5.11, (xi) evidence satisfactory to the Purchaser that the Issuer has not committed to sell or sold any securities under the securities purchase agreement dated as of February 4, 2025 between the Issuer and the Seller (the “Lazar Securities Purchase Agreement”), and/or the securities purchase agreement dated as of February 5, 2025 between the Issuer and Helena Special Opportunities 1 Ltd., (xii) a continuing directors and officers insurance policy covering the new directors and officers of the Issuer after the Closing, and (xiii) such other documents as may be required under applicable law or reasonably requested by the Purchaser (the “Seller Closing Deliverables”).
(c) At the Closing, the Purchaser shall deliver to Seller (i) this Agreement duly executed by the Purchaser, (ii) evidence of the acceptance of the appointment of Purchaser’s three (3) designees as directors of the Issuer, and (iii) evidence on the assignment by Seller of the Lazar Securities Purchase Agreement to the Purchaser or an agreement by the Purchaser in writing, whereby the Purchaser agrees to be bound to the Issuer by the provisions of the Lazar Securities Purchase Agreement in lieu of the Seller (the “Purchaser Closing Deliverables”).
(d) The term of the Holdback Amount shall be 120 days from the Closing Date (the “Holdback Term”). All Losses suffered by the Issuer and/or the Purchaser related to the failure to obtain any Required Approvals shall be first made or set-off against the Holdback Amount. Upon the later of the obtaining any Required Approvals requested by Nasdaq or the end of the Holdback Term, the Holdback Amount less any Losses suffered, if any, shall be paid to the Seller.
4. Representations and Warranties of Seller. As an inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated herein, Seller represents and warrants to Purchaser, as of the date hereof and as of the Closing, as follows:
4.1 Authority. Seller has the right, power, authority, and capacity to execute and deliver this Agreement, consummate the transactions contemplated hereby, and perform his obligations under this Agreement. Subject to execution and delivery by Purchaser, this Agreement constitutes the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with the terms hereof.
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4.2 Ownership.
(a) Seller is the sole record and beneficial owner of the Sold Assets, has good and marketable title to the Sold Assets, free and clear of all Encumbrances (hereafter defined), other than applicable restrictions under applicable securities laws, and has or will have full legal right and power to sell, transfer and deliver the Sold Assets to Purchaser in accordance with this Agreement.
(b) “Encumbrances” means any liens, pledges, hypothecations, charges, adverse claims, options, preferential arrangements or restrictions of any kind, including, without limitation, any restriction of the use, voting, transfer, receipt of income or other exercise of any attributes of ownership. Upon the execution and delivery of this Agreement, Purchaser will receive good and marketable title to the Sold Assets, free and clear of all Encumbrances, other than restrictions imposed pursuant to any applicable securities laws and regulations, and have been issued in compliance with all federal and state securities laws. The shares of common stock of the Issuer underlying the Securities will be duly and validly issued, fully paid, and nonassessable, free and clear of any Encumbrances.
4.3 Valid Issuance. The Sold Assets are duly authorized, duly designated (as applicable), validly issued, fully paid and non-assessable, and were not and will not be issued in violation of any preemptive or similar rights.
4.4 No Conflict. None of the execution, delivery, or performance of this Agreement, and the consummation of the transactions contemplated hereby, conflicts or will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument, contract or agreement to which the Seller is a party or by which any of his assets is bound, or to which the Sold Assets are subject; or (ii) any federal, state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to the Seller or the Sold Assets.
4.5 No Consent. Except as required by applicable securities laws, no consent, approval, authorization or order of, or any filing or declaration with any governmental authority or any other person is required for the consummation by the Seller of any of the transactions on its part contemplated under this Agreement. As of the Closing, the Issuer has obtained all the Required Approvals.
4.6 No Other Interest. Neither the Seller nor any of his affiliates has any interest, direct or indirect, in any shares of capital stock or other equity in the Issuer, other than the Securities.
4.7 Capitalization. The authorized capital of the Issuer (the “Authorized Stock”), as of execution of this Agreement, consists of 250,000,000 shares of common stock, par value $0.001, of which a total of (i) 11,256,133 shares are issued and outstanding, (ii) 1,269,485 shares are pending issuance to Armistice Capital Master Fund Ltd., (iii) 181,951 shares are pending issuance to Helena Special Opportunities 1 Ltd., and 5,000,000 shares of preferred stock, par value $0.001, of which a total of (A) 135,273 6% Convertible Exchangeable shares are outstanding, convertible into 3 shares of common stock, (B) 264 Series A convertible preferred stock shares are outstanding, convertible into 440 shares of common stock, (C) 1,000,000 shares of the Series C, and (D) 2,100,000 shares of the Series D. Schedule 4.7 sets forth the fully diluted capitalization of the Issuer. Except as disclosed on Schedule 4.7, no person, firm or corporation has any right, agreement, warrant or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to require the Issuer to issue any shares in its capital or to convert any securities of the Issuer or of any other company into shares in the capital of the Issuer. There are no outstanding securities or instruments of the Issuer that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Seller or the Issuer is or may become bound to redeem a security of the Issuer. Except for the Required Approvals, no further approval or authorization of any stockholder, the board of directors of the Issuer or other person is required for the issuance and sale of the Sold Assets.
4.8 Filings. The Issuer has filed all reports and other materials (the “Reports”) required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) on a timely basis or has received a valid extension of such time of filing and has filed any such Reports prior to the expiration of any such extension. Where a Report has been untimely filed, neither the Seller nor the Issuer has received any indication that the Securities and Exchange Commission or any other governmental or regulatory authority intends to take the position that the Issuer is in breach of the Exchange Act despite such filing. In the event the Seller and/or the Issuer receive any notification from the Securities and Exchange Commission or any other governmental or regulatory authority on any intention to claim the Issuer is in breach of the Exchange Act for any late filings, the Seller and/or Issuer shall forthwith notify the Purchaser of the same.
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4.9 Reports. As of their respective dates, the Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and the Exchange Act, as applicable, and none of the Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. To the Seller’s knowledge, the Issuer is not an issuer subject to Rule 144(i) under the Securities Act.
4.10 Nasdaq. The Issuer’s common stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”). Other than (i) the notice from Nasdaq indicating that the Issuer was not in compliance with the minimum stockholders’ equity requirement for continued listing on Nasdaq and was therefore not in compliance with Nasdaq Listing Rule 5550(b)(1) requiring companies listed on the Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000 or to meet the alternatives of market value of listed securities or net income from continuing operations, as reported by the Issuer on a Current Report on Form 8-K, dated October 24, 2024 and (ii) the notice from Nasdaq notifying the Issuer that, based upon the closing bid price of the Issuer’s Common Stock for the last 30 consecutive business days, the Common Stock did not meet the minimum bid price of $1.00 per share required by Nasdaq Listing Rule 5550(a)(2), initiating an automatic 180 calendar-day grace period for the Issuer to regain compliance, as reported by the Issuer on a Current Report on Form 8-K, dated December 12, 2024, the Issuer is currently in compliance with all other Nasdaq Listing Rules.
4.11 Anti-Dilution Rights. Other than as disclosed on Schedule 4.7 and Schedule 4.11, the Issuer is not a party to or bound by any agreement or understanding granting anti-dilution rights to any person with respect to any of its equity or debt securities; no person has a right to purchase or acquire or receive any equity or debt security of the Issuer.
4.12 Further Assistance. The Seller agrees to execute and deliver such other documents and to perform such other acts as shall be necessary to effectuate the purposes of this Agreement.
4.13 Litigation. There are no actions, suits, proceedings, judgments, claims or investigations pending or threatened in writing by or against the Issuer or affecting the Issuer or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. To the knowledge of the Seller after due and careful inquiry, there is no default on the part of the Issuer with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality or any circumstance which would result in the discovery of such default. There has not been, and to the knowledge of the Seller, there is not pending or contemplated, any investigation by the Securities Exchange Commission involving the Issuer or any current or former director or executive officer of the Issuer. In the event the Seller and/or the Issuer receive any notification and/or letters threatening to commence any actions, suits, proceedings, judgments, claims or investigations against the Issuer or affecting the Issuer or its properties, the Seller shall no later than two (2) business days, notify the Purchaser of the potential actions pending and/or threatened against the Issuer.
4.14 Liabilities. Other than as disclosed in the Reports, there are no trade payables, accrued expenses, liabilities, taxes, obligations or commitments which the Issuer would be required to accrue or reflect in its financial statements pursuant to GAAP.
4.15 Tax Returns. The Issuer has filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. In addition, to the knowledge of the Seller after due and careful inquiry, all such tax returns are correct and complete in all material respects. All taxes of the Issuer which are (i) shown as due on such tax returns, (ii) otherwise due and payable or (iii) claimed or asserted by any taxing authority to be due, have been paid. There are no liens for any taxes upon the assets of the Issuer, other than statutory liens for taxes not yet due and payable. To the knowledge of the Seller after due and careful inquiry, there are no proposed or threatened tax claims or assessments.
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4.16 Books and Records. The books and records, financial and otherwise, of the Issuer are in all material aspects complete and correct and have been maintained in accordance with good business and accounting practices.
4.17 Financial Statements. The financial statements of the Issuer included in the Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Securities Exchange Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Issuer and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. There are no off-balance sheet arrangements to which the Issuer or any of its subsidiaries is a party.
4.18 Undisclosed Liabilities. As of the date of this Agreement, there are no liabilities or obligations of any kind, whether accrued, contingent, absolute, inchoate or otherwise (collectively, “Liabilities”) of the Issuer or any of its subsidiaries, individually or in the aggregate, that are required to be recorded or reflected on a balance sheet prepared in accordance with GAAP, other than Liabilities reflected or reserved against in the financial statements (or the notes thereto) included in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2024. Except as set forth in Schedule 4.18, if provided, there are no Liabilities of the Issuer or any of its subsidiaries individually in excess of $10,000 or that in aggregate exceed $25,000 that will remain following the Issuer’s settlement of outstanding Liabilities as of the Closing.
4.19 Absence of Material Adverse Effect. Since the date of the Issuer’s latest audited financial statements filed with the Securities and Exchange Commission pursuant to the Exchange Act on Form 10-Q, there has been no effect which, individually or in the aggregate with any one or more other effects, would reasonably be expected to result in (i) a material adverse effect on the business, assets, liabilities, results of operations or financial condition of the Group, or (ii) a material adverse effect on the legality, validity or enforceability of this Agreement.
4.20 Full Disclosure. To the knowledge of the Seller after due and careful inquiry, no representation or warranty of the Seller to Purchaser in this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein, in light of the circumstances in which they were made, not misleading. There is no fact known to the Seller that has specific application to the Sold Assets or the Issuer that materially adversely affects or, as far as can be reasonably foreseen, materially threatens the Sold Assets or the Issuer that has not been set forth in this Agreement.
4.21 Affiliate Status. The Seller is an “affiliate,” as defined in Rule 144(a), promulgated under Section 4(a)(1) of the Securities Act of 1933.
4.22 Employees, Directors and Officers. The Issuer and the Seller have not entered into any employment or independent contractor agreements with any individuals or entities, or any option agreements or warrants, grants or promises for the issuance of the Authorized Stock, except as otherwise set forth in Schedule 4.22 and included under the Employee & Director equity awards line in Schedule 4.7.
4.23 Required Approvals. On or before the Closing Date, the Issuer and the Seller shall have obtained any and all consents, approvals, notifications, authorizations, waivers or orders of or, given any notice to, or made any filing or registration with, any court or other federal, state, local or other governmental authority, Nasdaq, Issuer’s board of directors and stockholders in connection with the issuance and sale of the Securities and the rights underlying the Series C&D SPA to the Purchaser, and the issuance or potential issuance of the Securities resulting in a change of control of the Issuer (“Required Approvals”).
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4.24 Offering Exemption. The offer, sale and issuance of the Securities to be issued in conformity with the terms of this Agreement constitute transactions which are exempt from the registration requirements of the Securities Act and from all applicable state registration or qualification requirements. Subject to the receipt of the Required Approvals and assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 5, the issuance and sale of the Securities hereunder will not contravene the rules and regulations of the Nasdaq. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 5, the issuance and sale of the Securities by the Seller to the Purchaser is exempt from the prospectus requirements of applicable securities laws of the location of the Purchaser.
4.25 Certain Fees. Except for the Broker Fee, no brokerage or finder’s fees or commissions are or will be payable by the Seller to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactions contemplated by the Agreement. The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Agreement.
4.26 Foreign Corrupt Practices. Neither the Seller nor the Issuer, nor to the knowledge of the Seller, any agent or other person acting on behalf of the Seller or the Issuer, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Issuer (or made by any person acting on its behalf of which the Issuer is aware) which is in violation of law or (iv) violated in any material respect any provision of Foreign Corrupt Practices Act of 1977, as amended.
4.27 Office of Foreign Assets Control. Neither the Issuer nor the Seller nor, to the Seller’s knowledge, any director, officer, agent, employee or affiliate of the Issuer or any subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.
4.28 Money Laundering. The operations of the Groups are and have been conducted at all times in compliance in all material respects with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no action or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Group with respect to the Money Laundering Laws is pending or, to the knowledge of the Seller, threatened.
4.29 Flow of Funds. The Issuer’s anticipated flow of funds described in Schedule 5.11 attached hereto shall be substantially the same from the date of execution of this Agreement until the Closing. The Seller understands and acknowledges that the Purchaser has agreed to enter into this Agreement substantially relying on the representations made by the Seller regarding the anticipated flow of funds in Schedule 5.11 attached hereto.
5. Representations and Warranties of Purchaser. As an inducement to Seller to enter into this Agreement and to consummate the transactions contemplated herein, Purchaser represents and warrants to Seller as follows:
5.1 Authority. Purchaser has the right, power, authority and capacity to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations under this Agreement. Subject to execution and delivery by Seller, this Agreement constitutes the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with the terms hereof.
5.2 No Consent. No consent, approval, authorization or order of, or any filing or declaration with any governmental authority or any other person is required for the consummation by Purchaser of any of the transactions on its part contemplated under this Agreement.
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5.3 No Conflict. None of the execution, delivery, or performance of this Agreement, and the consummation of the transactions contemplated hereby, conflicts or will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument, contract or agreement to which Purchaser is a party or by which it is bound; or (ii) any federal, state, local or foreign law, ordinance, judgment, decree, order, statute, or regulation, or that of any other governmental body or authority, applicable to Purchaser.
5.4 Potential Loss of Investment. The Purchaser understands that an investment in the Sold Assets is a speculative investment that involves a high degree of risk and the potential loss of its entire investment.
5.5 Receipt of Information. The Purchaser has received all documents, records, books, and other information pertaining to the investment that the Purchaser has requested. Purchaser has reviewed the publicly available information regarding the Issuer, which can be located on sec.gov or otherwise distributed to the public in compliance with Regulation FD and the State of Delaware Secretary of the State website.
5.6 No Advertising. At no time was the Purchaser presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.
5.7 Investment Experience. The Purchaser (either by itself or with its advisors) is (i) experienced in making investments of the kind described in this Agreement, (ii) able to afford the entire loss of its investment in the Securities, and (iii) is a qualified “accredited investor.”
5.8 Investment Purposes. The Purchaser is acquiring the restricted Securities for its own account as principal, not as a nominee or agent, and no other person has a direct or indirect beneficial interest in the amount of restricted Securities Purchaser is acquiring herein.
5.9 Restrictive Legends. The Purchaser acknowledges that the Securities (including any common stock of the Issuer into which the Series C or Series D may be converted) were and will be issued pursuant to exemptions from registration under the Securities Act, and are also deemed to be “control securities”, and shall each bear legends stating that transfer of those Securities is restricted, substantially as follows:
THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT. TRANSFER OF THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION/EXERCISE OF THIS SECURITY IS PROHIBITED, EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
5.10 Intentionally Omitted.
5.11 Flow of Funds. The Purchaser has reviewed the Issuer’s anticipated flow of funds described in Schedule 5.11 hereto. The Purchaser understands that such flow of funds shall occur or be processed at or around the Closing.
5.12 Minimum Bid Price Deficiency. The Purchaser is aware of the Issuer’s minimum bid price deficiency disclosed in Section 4.10.
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6. Covenants.
6.1 Minimum Bid Price Deficiency. The Purchaser shall take commercially reasonable steps to cure the minimum bid price deficiency within the time frame defined by Nasdaq.
7. Indemnification.
7.1 Indemnification relating to Agreement. The Seller and the Purchaser shall indemnify and hold harmless the other Party and such Party’s agents, beneficiaries, affiliates, representatives and their respective successors and assigns (collectively, the “Indemnified Persons”) from and against any and all damages, losses, liabilities, claims, contingencies, taxes and costs and expenses (including, without limitation, attorneys’ fees and costs) (collectively, “Losses”) resulting directly or indirectly from (a) any inaccuracy, misrepresentation, or breach of any of the representations and warranties of such party in this Agreement, or any actions, omissions or statements of fact inconsistent with, in any material respect, any such representation or warranty, and (b) any failure by such Party to perform or comply with any agreement, covenant or obligation in this Agreement.
7.2 Indemnification relating to Business. The Seller shall indemnify and hold harmless the Purchaser and its agents, beneficiaries, affiliates, representatives, and successors and assigns (the “Indemnified Purchaser Parties”) against any Losses arising from third-party claims against Purchaser or the Group relating to the period prior to the Closing, where there has been a breach of Section 4.18 or where any Liabilities of the Group relating to the period prior to the Closing are borne by the Group or an Indemnified Purchaser Party after the Closing, then Seller shall be liable for the related Loss with a cap on the liability up to the Purchase Price.
7.3 Survival. All representations, warranties, covenants and agreements of the Parties contained herein or in any other certificate or document delivered pursuant hereto shall survive the date hereof until the expiration of the applicable statute of limitations.
8. Miscellaneous.
8.1 Further Assurances. From time to time, whether at or following the Closing, each party shall make reasonable commercial efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable, including as required by applicable laws, to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement.
8.2 Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed duly given (a) if by personal delivery, when so delivered, (b) if sent through an express delivery service, the day shown by such delivery service that the notice was delivered or, in the absence of such notice, four days after being so sent to the respective addresses of the Parties as indicated on the signature page hereto, and (c) if by email, on the day the email is sent (provided the sender receives no automatically generated notice of non-delivery). Any party may change the address or email address to which notices and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.
8.3 Choice of Law; Jurisdiction. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. Each of the Parties agrees to submit to the jurisdiction of the federal courts located in the Borough of Manhattan in New York City in any actions or proceedings arising out of or relating to this Agreement. Each of the Parties, by execution and delivery of this Agreement, expressly and irrevocably (i) consents and submits to the personal jurisdiction of any of such courts in any such action or proceeding; (ii) consents to the service of any complaint, summons, notice or other process relating to any such action or proceeding by delivery thereof to such Party as set forth in Section 7.2 above and (iii) waives any claim or defense in any such action or proceeding based on any alleged lack of personal jurisdiction, improper venue or forum non conveniens or any similar basis. EACH OF THE UNDERSIGNED HEREBY WAIVES FOR ITSELF AND ITS PERMITTED SUCCESSORS AND ASSIGNS THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INSTITUTED IN CONNECTION WITH THIS AGREEMENT.
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8.4 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties in respect of the transactions contemplated hereby and supersedes all prior and contemporaneous agreements, arrangements and understandings of the Parties relating to the subject matter hereof. No representation, promise, inducement, waiver of rights, agreement or statement of intention has been made by any of the Parties which is not expressly embodied in this Agreement.
8.5 Assignment. Each Party’s rights and obligations under this Agreement shall not be assigned or delegated, by operation of law or otherwise, without the other Party’s prior written consent, and any such assignment or attempted assignment shall be void, of no force or effect, and shall constitute a material default by such Party.
8.6 Amendments. This Agreement may be amended, modified, superseded or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the Parties hereto.
8.7 Waivers. The failure of any Party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by any Party of any condition, or the breach of any term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other term, covenant, representation or warranty of this Agreement.
8.8 Counterparts. This Agreement may be executed simultaneously in two or more counterparts and by facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
8.9 Severability. If any term, provisions, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
8.10 Interpretation. The Parties agree that this Agreement shall be deemed to have been jointly and equally drafted by them, and that the provisions of this Agreement therefore shall not be construed against a Party or Parties on the ground that such Party or Parties drafted or was more responsible for the drafting of any such provision(s). The Parties further agree that they have each carefully read the terms and conditions of this Agreement, that they know and understand the contents and effect of this Agreement and that the legal effect of this Agreement has been fully explained to its satisfaction by counsel of its own choosing.
8.11 Headings. The headings contained in this Agreement are intended solely for convenience and shall not affect the interpretation of the Agreement or the rights of the Parties.
8.12 Termination. This Agreement may be terminated by the Purchaser by written notice to the Seller, if the Closing has not been consummated on or before the seventh (7th) business day following the date hereof, provided, however, that no such termination will affect the right of any Party to sue for any breach by any other Party hereto. This Agreement may be terminated by the Seller by written notice to the Purchaser, if the Closing has not been consummated on or before the end of the first business day following the delivery by the Seller of all the Seller Closing Deliverables, provided, however, that no such termination will affect the right of any Party to sue for any breach by any other Party hereto.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.
| David Elliot Lazar | |
| /s/ David Elliot Lazar | |
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Address for notices: |
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Unit 44, Tower 100 The Towers Panama | |
| [email protected] | |
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Datuk Dr. Doris Wong Sing Ee |
| /s/ Datuk Dr. Doris Wong Sing Ee | |
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Address for notices: Level 10, Tower 11 Avenue 5, No. 8, Jalan Kerinchi Bangsar South Wilayah Persekutuan Kuala Lumpur 59200 Malaysia |
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EXHIBIT A
DIRECTOR APPOINTMENT
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EXHIBIT B
ESCROW AGREEMENT
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EXHIBIT C
ASSIGNMENT AGREEMENT
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SCHEDULE 4.7
CAPITALIZATION SPREADSHEET
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SCHEDULE 4.11
WARRANTS SUMMARY SPREADSHEET
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SCHEDULE 4.22
EMPLOYMENT AND CONSULTANT AGREEMENTS
Please see data room for all agreements.
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SCHEDULE 5.10
PRO FORMA BALANCE SHEET
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SCHEDULE 5.11
FLOW OF EXISTING ISSUER FUNDS
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Exhibit 10.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (“Agreement”) is made as of February 26, 2025 (the “Effective Date”), by and between David Elliot Lazar, whose address is 44, Tower 100 The Towers, Winston Churchill, San Francisco, Paitilla, Panama City, Panama 07196 (“Assignor”), and Doris Wong Sing Ee, an individual residing in Kuala Lumpur, Malaysia (“Assignee”). Assignee and Assignors are referred herein from time to time collectively as the “Parties” and each individually as a “Party.”
RECITALS
A. Assignor and Assignee have entered into that certain Securities Purchase Agreement, dated as of February 11, 2025 (the “Purchase Agreement”), pursuant to which Assignor has agreed to sell to Assignee, and Assignee has agreed to purchase from Assignor, certain securities of Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), as more fully described in the Purchase Agreement (the “Transaction”); and
B. In connection with the Transaction, Assignors have agreed to assign to Assignee, and Assignee has agreed to assume from Assignors, the securities purchase agreement between the Company and the Assignor dated February 4, 2025 (the “Assigned Agreement”).
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Section 1. Defined Terms. Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings assigned to them in the Purchase Agreement.
Section 2. Assignment. Effective as 12:01 A.M. (Eastern Standard Time) on the Effective Date, Assignor hereby irrevocably, absolutely, and unconditionally assigns, transfers, conveys, and delivers to Assignee and its successors and permitted assigns forever all of Assignor’s right, title, and interest of every kind, nature, and description in, to and under the Assigned Agreement.
Section 3. Assumption. As of 12:01 A.M. (Eastern Standard Time) on the Effective Date, Assignee hereby accepts assignment of the Assigned Agreement, assumes all of the rights and obligations of Assignor under the Assigned Agreement, and agrees to abide by and perform all terms, covenants, and conditions of Assignor under the Assigned Agreement.
Section 4. Further Assurances. Subject to the terms of this Agreement, at the request of a Party, the Parties shall take all reasonable and lawful action as may be necessary or appropriate to cause the intent of this Agreement to be carried out.
Section 5. Successors and Assigns. This Agreement shall be binding upon Assignor and Assignee and their respective successors and assigns. The terms and conditions of this Agreement shall survive the consummation of the transfers provided for herein.
Section 6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.
Section 7. Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement. Facsimile copies or “PDF” or similar electronic data format copies of signatures shall constitute original signatures for all purposes of this Agreement and any enforcement hereof.
Section 8. Entire Agreement. This Agreement, together with the Purchase Agreement, constitute the entire agreement and supersede all other agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof.
Section 9. Amendments. This Agreement may not be modified or amended except by a writing executed by the Parties.
Section 10. Severability. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.
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IN WITNESS WHEREOF, the Parties have caused this Assignment and Assumption Agreement to be executed as of the Effective Date.
| David Elliot Lazar (Assignor) | |
| /s/ David Elliot Lazar | |
| Doris Wong Sing Ee (Assignee) | |
| /s/ Doris Wong Sing Ee | |
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Exhibit 10.3
SETTLEMENT AGREEMENT AND GENERAL AND MUTUAL RELEASE
This Settlement Agreement and General and Mutual Release (the “Agreement”) is on this 26th day of February 2025 by and between Cyclacel Pharmaceuticals, Inc. (the “Company”) and Samuel L. Barker (the “Director”), collectively known herein as the “Parties.”
WHEREAS, the Director was elected to act as a Member of the Board of Directors of the Company (the “Services”).
WHEREAS, the Director has provided the Services commonly performed by a director of a company in a similar position.
WHEREAS, there is no dispute as to the provision of the Services nor any disagreements with the Company.
WHEREAS, the Parties desire and intend that this Agreement supplement and modify all prior contracts, agreements and understandings between the Parties.
WHEREAS, the Parties desire that the Director submits his resignation from the Board of Directors of the Company and from all committees of the Board, if any, on which he or she shall be serving on the date hereof, forthwith.
NOW, THEREFORE, the Parties, intending to be legally bound, and in consideration of the mutual promises, covenants and agreements contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, agree as follows:
1. Settlement Payments Due to the Director from the Company.
Upon execution hereof, the Company shall pay to the Director a cash settlement payment, including with respect to any and all accrued and unpaid director’s fees as of the date hereof as applicable to the Director, in the amount of $50,000 (the “Cash Settlement”) in immediately available cash, to be transmitted via Bank Wire, in U.S. dollars, in accordance with the following instructions to:
BANK: COMPLETE BANK DETAILS
Goldman Sacs
Name on Account: Sam L. Barker
Routing Number 011302920
Account Number 26900013097402
or any other address subsequently designated in writing by the Director. It is agreed and understood that time is of the essence with respect to the payments.
2. Resignation and Release.
The Director hereby resigns as a Member of the Board of Directors of the Company and irrevocably and unconditionally releases, acquits and forever discharges the Company and any principals and any successors and assigns (and any officers, directors, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities) (hereinafter referred to for purposes of this section as the “Clients”), from any and all claims, demands, rights, causes of action, liens, actions, suits, attorneys’ fees, costs, damages, losses, expenses and contractual obligations of whatever kind or nature, whether absolute or contingent, liquidated or unliquidated, direct or indirect, in law or in equity, fully accrued or not fully accrued, matured or unmatured, known or unknown, foreseen or unforeseen, suspected or unsuspected, relating to any matter whatsoever (collectively, “Claims”) which the Director had, currently has, shall or may have, provided that the foregoing is not intended to and shall not have the effect of (i) terminating or limiting in any way Director’s rights to indemnification and advancement of expenses under the Company’s Amended and Restated Certificate of Incorporation or Third Amended and Restated Bylaws or Indemnification Agreement or to continued coverage under the D&O Policy (as defined in Section 3 below), including under the Company’s existing Oakwood insurance coverage; (ii) limiting the ability of Director to enforce this Agreement; or (iii) limiting, reducing or eliminating any of the benefits which Director is entitled to receive as a holder of equity securities in the Company, including the Shares (as defined in Section 4 below). Notwithstanding the foregoing, the release contained herein shall not release the Director from their obligations pursuant to this Agreement.
The Company, for itself and for its successors and assigns hereby irrevocably and unconditionally releases, acquits and forever discharges the Director, any successors and assigns (and any officers, directors, shareholders, managers, members, employees, representatives, attorneys, consultants, and agents of such entities), from any and all Claims (as defined above) which the Company had, currently has, shall or may have. Notwithstanding the foregoing, the release contained herein shall not release the Clients from their obligations pursuant to this Agreement.
3. Consideration. The Parties understand and agree that this Agreement shall not be construed as (i) an admission of liability by one party to the other, (ii) that either party has violated any federal, state or local statute, law, ordinance or regulation, or (iii) there has been any material disagreements with the Company. In addition to the Cash Settlement, as full consideration for the release of Claims and the other promises and covenants set forth herein and as payment of all amounts owed or otherwise payable by the Company to Director for his or her service as a member of the Board of the Directors of the Company, the Company shall (i) continue to indemnify and advance expenses to Director under the Company’s Amended and Restated Certificate of Incorporation and Third Amended, Indemnification Agreement and Restated Bylaws, as permitted by the Delaware General Corporation Law and (ii) continue to provide coverage to Director under the Company’s director and officer liability insurance pursuant to the Company’s previously obtained coverage via the AON Tail and present coverage from Oakwood insurance (the “D&O Policy”). The Company agrees that it will not amend its governing documents or modify the coverage of Director under the D&O Policy in a manner that would adversely impact Director’s rights to any benefits thereunder.
4. Acknowledgement of Equity Ownership. The Company acknowledges and agrees that the Director, owns 66 shares, 2,626 restricted stock units and 5,704 stock options (collectively, the “Shares”), respectively, of the Company’s common stock, free and clear of all claims of, or encumbrances imposed by, the Company.
5. No Admission. The Parties understand and agree that this Agreement shall not be construed as (i) an admission of liability by one party to the other, (ii) that either party has violated any federal, state or local statute, law, ordinance or regulation, or (iii) there has been any material disagreements with the Company.
6. Binding Agreement. This Agreement supersedes all prior agreements between the Parties. This Agreement shall be binding upon the Parties hereto and their respective successors and assigns. The Parties agree and stipulate that this Agreement is enforceable in all respects and is not subject to any affirmative claim, once this Agreement is executed.
7. Entire Agreement. This Agreement constitutes the entire and complete understanding between the Parties hereto, and no other representation, promise, or agreement shall be binding upon either of them unless it is in writing and executed by the Parties.
8. Amendment. This Agreement may not be amended or modified in any manner except by a writing signed by each of the Parties hereto.
9. Recitals. The Parties hereto acknowledge and agree that the recitals set forth at the beginning of this Agreement are true and correct in all respects and are incorporated herein by this reference.
10. Governing Law; Venue. This Agreement is made and delivered in and shall be governed by and construed in accordance with, the applicable laws of the State of Delaware. Any suit involving any dispute or matter arising under this Agreement, the Parties hereby consent to personal jurisdiction in the State of Delaware.
11. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the provision shall be modified to the extent necessary to render it enforceable and, if necessary, shall be fully severable.
12. Authority. Each signer below warrants that he/she has actual authority to enter into this Agreement. It is understood that each party to this Agreement is relying on the other party executing his Agreement having actual authority to enter into the Agreement.
13. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same Agreement and each of which shall be deemed an original. An executed counterpart of this Agreement faxed or scanned and emailed shall have the same force and effect as an originally executed counterpart.
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14. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
15. Encouragement to Consult Attorney; Time to Consider Agreement. EACH OF THE PARTIES REPRESENTS THAT THIS AGREEMENT HAS BEEN ENTERED INTO FREELY AND VOLUNTARILY; THAT IT HAS HAD THE OPPORTUNITY TO ASCERTAIN AND WEIGH ALL OF THE FACTS AND CIRCUMSTANCES LIKELY TO INFLUENCE ITS JUDG-MENTS; THAT IT HAS HAD THE OPPORTUNITY TO SEEK AND OBTAIN LEGAL COUNSEL, AND HAS AVAILED ITSELF OF COUNSEL PRIOR TO SIGNING THIS AGREEMENT, AND TO BE DULY APPRISED OF ITS LEGAL RIGHTS; AND THAT IT HAS READ AND FULLY UNDERSTANDS THE TERMS OF THE AGREEMENT.
16. Non-Disparagement. The Parties agree that they will not say, write or cause to be said or written, any statement that may be considered defamatory, derogatory or disparaging of any of the other Parties.
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IN WITNESS WHEREOF, the Parties have made and entered into this Settlement Agreement and General and Mutual Release as of the date set forth above.
Cyclacel Pharmaceuticals, Inc.
| /s/ David Lazar | ||
| By: | David Lazar | |
| Its: | CEO | |
| Director | ||
| /s/ Samuel L. Barker | ||
| Samuel L. Barker | ||
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Exhibit 99.1
CYCLACEL PHARMACEUTICALS ANNOUNCES CLOSING OF A
CHANGE OF CONTROL TRANSACTION AND APPOINTMENT OF NEW
EXECUTIVE LEADERSHIP
BERKELEY HEIGHTS, NJ, February 27, 2025 -- Cyclacel Pharmaceuticals, Inc. (“Cyclacel”) (NASDAQ: CYCC, NASDAQ: CYCCP), a biopharmaceutical company that develops innovative cancer medicines, today announced a change in control and leadership on February 26, 2025.
Pursuant to the closing of a Securities Purchase Agreement (the “Agreement”) between Cyclacel’s former interim chief executive officer, David Lazar (“Seller”) and Datuk Dr. Doris Wong Sing Ee (“Purchaser”), executed on February 11, 2025, Purchaser purchased from Seller, 1,000,000 shares of Series C Convertible Preferred Stock of Cyclacel, $0.0001 par value per share (the “Series C”) and such number of the 2,100,000 shares of Series D Convertible Preferred Stock of Cyclacel, $0.0001 par value per share (the “Series D”) held by Seller so that Purchaser owns 70% of the issued and outstanding shares of Cyclacel, which resulted in the issuance of 1,745,262 shares of Series D (collectively, the Series C and Series D, the “Securities”). The transaction contemplated by the Agreement closed on February 26, 2025 (the “Closing Date”) at which point Purchaser purchased and succeeded to all of Seller’s rights and interests under the securities purchase agreement between Seller and Cyclacel dated January 2, 2025.
Purchaser acquired the Securities for a total consideration of $6,300,000 (the “Purchase Price”) less a holdback amount of $100,000 (the “Holdback Amount”) to the escrow agent. The Purchase Price included a cash brokerage fee of $800,000. The Holdback Amount will be held by Purchaser for 120 days from the Closing Date to satisfy any indemnity and other agreed upon claims and expenses.
On the Closing Date, Seller issued written notice to Cyclacel to exercise the conversion rights related to the Series C and Series D shares into the common stock, par value $0.001 per share (the “Common Stock”) of Cyclacel registered in Purchaser’s name, as follows: (i) 1,000,000 shares of Series C into 2,650,000 shares of Common Stock and (ii) 1,745,262 shares of Series D into 191,978,820 shares of Common Stock. As of the Closing Date, Purchaser has become the new controlling shareholder of Cyclacel.
At the same time, David Lazar resigned as interim chief executive officer and secretary and Datuk Dr. Doris Wong Sing Ee was elected as Chief Executive Officer and Executive Director of Cyclacel. Cyclacel also announced the appointment of Kiu Cu Seng, as Executive Director, Secretary and Chief Financial Officer and, in such role, he will serve as the Company’s co-principal financial officer and co-principal accounting officer along with David Lazar until the effective date of his resignation on the earlier of the filing date of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024 or March 31, 2025.
“I am honored to serve as Cyclacel’s next CEO,” said Datuk Dr. Doris Wong Sing Ee. “I look forward to our exciting next chapter as I work with the rest of Cyclacel’s management team and board of directors to further build our biopharmaceutical business and deliver value for patients, shareholders and our other stakeholders.”
Coinciding with the Closing Date, the following directors of the Company tendered their resignation or notice of resignation from the Board: (i) Dr. Samuel L. Barker resigned as an independent director; (ii) Avraham Ben-Tzvi provided notice that his resignation as an independent director will be effective upon the earlier of the filing date of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024 or March 31, 2025; (iii) Paul McBarron resigned as a non-independent director; (iv) David Natan provided notice that his resignation as an independent director will be effective upon the earlier of the filing date of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024 or March 31, 2025; and (iv) Spiro Rombotis resigned as a non-independent director.
In connection with the resignation of Messers. Barker, McBarron and Rombotis, effective as of February 26, 2025, the Board appointed Chong Kwang Fock to act as an Independent Director, as well as the Board appointments of Datuk Dr. Doris Wong Sing Ee and Kiu Cu Seng, as noted above.
About Datuk Dr. Doris Wong Sing Ee
Datuk Dr. Doris Wong Sing Ee is a seasoned leader with more than 20 years of management experience across various industries ranging from oil and gas, property development, solar, engineering, advertising, food and beverage, raw materials and more. She specializes in business development, strategic consultancy and corporate advisory in mergers and acquisition and joint venture across Malaysia, Singapore, China, Japan, Thailand and Indonesia. Datuk Dr. Doris Wong Sing Ee has also been serving as the Executive Director of BSL Corporation Berhad (KLSE: BSLCORP) since May 2024, a public listed company with its business segments constituting stamping and manufacturing of precision metal parts and fabrication of tools and dies, printed circuit boards (PCB) assembly of all types of electronics and electrical components, devices and systems, fabrication and forging of base metal components for consumer products.
Since October 2020, Datuk Dr. Doris Wong Sing Ee has been serving as an Executive Director of Metronic Global Bhd, an investment holding company, where she has been optimizing financial operations, establishing business goals, advising the board of directors on organizational activities and executing special business projects. She has also been involved in various investment opportunities in business diversification, generating new revenue and increasing shareholders’ wealth. Datuk Dr. Doris Wong Sing Ee served as an independent director and member of the audit committee and the compensation committee of Energem Corp since from its initial public offering on November 16, 2021 until her appointment as Executive Director on January 27, 2023. Following Energem Corp’s completion of a series of transactions that resulted in its business combination with Graphjet Technology Sdn. Bhd. (Nasdaq: GTI), a Malaysian private limited company (“Graphjet”) on March 14, 2024, Datuk Dr. Doris Wong Sing Ee served as a director of Graphjet until January 6, 2025. Since February 2017, Datuk Dr. Doris Wong Sing Ee has been a non-independent non-executive director at Trive Property Group Bhd (0118.KL). Previously, from January 2019 to September 2020, Datuk Dr. Doris Wong Sing Ee served as Chief Corporate Officer in Metronic Engineering Sdn. Bhd. (0043.KL) where she oversaw HR operations, set objectives for the HR team and helped shape the brand strategy of the company.
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About Kiu Cu Seng
Mr. Kiu brings significant accounting and audit experience involving publicly listed companies during his years working with accounting standards to the Company. Mr. Kiu served as Energem Corp’s Chief Financial Officer from August 12, 2021 through its completion of a series of transactions that resulted in its business combination with Graphjet on March 14, 2024. Since March 2021, Mr. Kiu has served as Group Accountant for BCM Alliance Bhd, Sanichi Technology Bhd. and Trive Property Group Bhd. His responsibility is on group consolidation issues. From June 2019 to February 2021, Mr. Kiu served as Manager in SBY & Partners PLT (formerly known as Siew Boon Yeong & Associates) an established professional accounting organization providing a comprehensive range of services ranging from audit and assurance, taxation and accounting where he specialized in auditing matters. From June 2017 to February 2019, Mr. Kiu served as a Senior Auditor with Siew Boon Yeong & Associates. Mr. Kiu graduated from Infrastructure University Kuala Lumpur in 2013 with a bachelor’s degree (with Honors) in Accounting and from Kuala Lumpur Infrastructure University College with a Diploma in Accounting in 2009.
About Chong Kwang Fock
Kwang Fock Chong is a Chartered Accountant in Malaysia, and brings nearly 20 years of the working experience to the Company. He served as an Independent Director, Chair of the Audit Committee and member of the Compensation Committee of Energem Corp since its initial public offering on November 16, 2021 until its business combination with Graphjet on March 14, 2024. His experience includes auditing of public listed companies, multinationals and private limited companies in various industries. Other than conducting statutory audit in Malaysia, he also performed audit for companies based in China and the AIPAC region. He was also involved in Reporting Accountants’ engagement on initial public offering exercise, due diligence, reviewing financial forecast and projections.
Mr. Chong serves as Auditors and Partner of KHLC PLT where his main responsibility is reviewer and signing partner since October 2020. From July 2014 to September 2020, Mr. Chong served as Auditor and Partner of SBY Partners PLT that provides audit and assurance services. His main responsibility was reviewer and signing partner. Mr. Chong received his Diploma in 2002 from Tunku Abdul Rahman College in Financial Accounting. He achieved his Association of Chartered Certified Accountants certification in 2005.
Advisors
Rimon P.C. served as legal counsel to Datuk Dr. Doris Wong Sing Ee.
ABZ Law Office served as legal counsel to David Lazar.
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About Cyclacel Pharmaceuticals, Inc.
Cyclacel is a clinical-stage, biopharmaceutical company developing innovative cancer medicines based on cell cycle, transcriptional regulation and mitosis biology. The transcriptional regulation program is evaluating fadraciclib, a CDK2/9 inhibitor, and the anti-mitotic program plogosertib, a PLK1 inhibitor, in patients with both solid tumors and hematological malignancies. Cyclacel’s strategy is to build a diversified biopharmaceutical business based on a pipeline of novel drug candidates addressing oncology and hematology indications. For additional information, please visit www.cyclacel.com.
Forward-looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Safe Harbor provisions of the US Private Securities Litigation Reform Act of 1995, and encompasses all statements, other than statements of historical fact contained in this press release. These forward-looking statements can be identified by terminology such as “may,” “could,” “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “targets,” “likely to”, “understands” and similar statements. These forward-looking statements are based on management’s current expectations. However, it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. These statements are neither promises nor guarantees but involve known and unknown risks, uncertainties and other important factors and circumstances that may cause Cyclacel’s actual results, performance or achievements to be materially different from its expectations expressed or implied by the forward-looking statements, including conditions in the U.S. capital markets, negative global economic conditions, potential negative developments resulting from epidemics or natural disasters, other negative developments in Cyclacel’s business or unfavorable legislative or regulatory developments. We caution you therefore against relying on these forward-looking statements, and we qualify all of our forward-looking statements by these cautionary statements.
For a discussion of additional factors that may affect the outcome of such forward-looking statements, see our 2023 annual report filed with the SEC on Form 10-K on March 21, 2024, as amended on April 30, 2024 (Commission File Number: 000-50626), and in particular the “Risk Factors” section, as well as the other documents filed with or furnished to the SEC by Cyclacel from time to time. Copies of these filings are available online from the SEC at www.sec.gov, or on the SEC Filings section of our Investor Relations website at https://investor.cyclacel.com/sec-filings. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. These forward-looking statements should not be relied upon as representing Cyclacel’s views as of any date subsequent to the date of this press release. All forward-looking statements in this press release are based on information currently available to Cyclacel, and Cyclacel and its authorized representatives assume no obligation to update these forward-looking statements in light of new information or future events. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Investor Relations Contact
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