Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Cyclacel Pharmaceuticals, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
23254L801 (CUSIP Number) |
Datuk Dr. Doris Wong Sing Ee Level 10, Tower 11, Ave. 5, No. 8, Jalan, Kerinchi, Bangsar South Wilayah Persekut Kuala Lumpur, N8, 59200 60 (12) 223 7897 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/26/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 23254L801 |
| 1 |
Name of reporting person
Doris Wong Sing Ee | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MALAYSIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
194,628,820.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
70.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Based on 246,357,569 shares outstanding on February 28, 2025
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Cyclacel Pharmaceuticals, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
200 CONNELL DRIVE, SUITE 1500, BERKELEY HEIGHTS,
NEW JERSEY
, 07922. |
| Item 2. | Identity and Background |
| (a) | Datuk Dr. Doris Wong Sing Ee is a citizen of Malaysia. Datuk Dr. Doris Wong Sing Ee's present principal occupation is Chief Executive Officer and Executive Director of the Issuer. |
| (b) | Datuk Dr. Doris Wong Sing Ee's business address is 200 Connell Drive, Suite 1500, Berkeley Heights, NJ 07922. |
| (c) | The Reporting Person is a private investor. |
| (d) | During the last five years, Datuk Dr. Doris Wong Sing Ee (i) has not been convicted in any criminal proceeding (excluding traffic violations), and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is a citizen of Malaysia. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The shares of common stock were purchased by Datuk Dr. Doris Wong Sing Ee in a private transaction pursuant to a certain Securities Purchase Agreement, between the Reporting Person and a certain shareholder of the Issuer, for the aggregate purchase price of $6.3M. The purchase transaction closed on February 26, 2025. | |
| Item 4. | Purpose of Transaction |
Datuk Dr. Doris Wong Sing Ee purchased the shares pursuant to the Securities Purchase Agreement. In connection with the purchase, Datuk Dr. Doris Wong Sing Ee was appointed as Chief Executive Office and as an Executive Director of the Issuer.Subject to ongoing evaluation, except as set forth above, the Reporting Person has no current plans or proposals which relate to or would result in any of the following:(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;(b) An extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries;(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;(e) Any material change in the present capitalization or dividend policy of the Issuer;(f) Any other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;(g) Changes in the Issuer's charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or(j) Any action similar to any of those enumerated above.See also Item 3. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of the 194,628,820 shares of common stock (the "Shares") of the Issuer. The percentage of Shares reported to be beneficially owned by the Reporting Person is based on information from the Issuer. Thus, the Reporting Person is deemed to be the beneficial owner of an aggregate 70.0% of the common stock of the Issuer. |
| (b) | The Reporting Person has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of the 194,628,820 shares of common stock (the "Shares") of the Issuer. The percentage of Shares reported to be beneficially owned by the Reporting Person is based on information from the Issuer. Thus, the Reporting Person is deemed to be the beneficial owner of an aggregate 70.0% of the common stock of the Issuer. |
| (c) | Except as described in Item 4, during the past 60 days, the Reporting Person has not effected any transactions with respect to the shares of common stock of the Issuer. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Reference is made to the transaction stated in Item 3 above. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A - Securities Purchase Agreement (incorporated by reference from the Current Report on Form 8-K filed by the Issuer on February 27, 2025.https://www.sec.gov/Archives/edgar/data/1130166/000182912625001253/cyclacel_ex10-1.htm |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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