8-K
Bio Green Med Solution, Inc. (BGMS)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Dateof earliest event reported): January 25, 2024
CYCLACEL
PHARMACEUTICALS, INC.
(Exact name of registrantas specified in its charter)
| Delaware | 0-50626 | 91-1707622 |
|---|---|---|
| (Stateor other jurisdictionof incorporation) | (Commission File Number) | (IRSEmployerIdentification No.) |
200Connell Drive**, Suite 1500**
Berkeley
Heights, NJ 07922
(Address of principalexecutive offices and zip code)
Registrant’s telephone
number, including area code: (908
) 517-7330
(Former Name or FormerAddress, if Changed Since Last Report)
Check the appropriatebox below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the followingprovisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.001 per share | CYCC | The Nasdaq<br> Capital Market |
| Preferred<br> Stock, $0.001 par value | CYCCP | The Nasdaq<br> Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Electionof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Termination of Employment of Mark H. Kirschbaum, M.D.
On January 25, 2024, the employment of Mark H. Kirschbaum, M.D. as Chief Medical Officer of Cyclacel Pharmaceuticals, Inc. (the “Company”) was terminated by the Company, effective immediately.
Dr. Kirschbaum will have the right to continue his health insurance benefits under the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). If Dr. Kirschbaum does not elect COBRA coverage, his participation in any employee benefits programs will end on January 31, 2024. In connection with the termination of Dr. Kirschbaum’s employment, Dr. Kirschbaum is not entitled to any severance benefits.
Item 8.01. Other Events.
Appointment of Interim Chief Medical Officer
On January 25, 2024, the board of directors of the Company (the “Board”) appointed Dr. Brian Schwartz, a member of the Board, to serve in the position of interim Chief Medical Officer of the Company, effective immediately. Dr. Schwartz will not be considered an independent director while serving as interim Chief Medical Officer.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CYCLACEL PHARMACEUTICALS, INC. | |
|---|---|
| By: | /s/ Paul McBarron |
| Name: | Paul McBarron |
| Title: | Executive Vice President-Finance, |
| Chief Financial Officer and Chief Operating Officer |
Date: January 30, 2024