Cyclacel Pharmaceuticals Announces Majority Stockholder And Board Approval Of Reverse Stock Split At A Ratio Between 1-For-3 And 1-For-100

NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF THE HOLDERS OF A

MAJORITY OF THE VOTING POWER OF OUR CAPITAL STOCK

 

To Our Stockholders:

 

This information statement (the "Information Statement") is first being furnished by Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the "Company", "we", "us", "our", or "Cyclacel") on or about May 23, 2025 to the holders of record of the outstanding common stock of the Company, $0.001 par value per share (the "Common Stock"), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This Information Statement relates to actions taken by written consent in lieu of a meeting, on May 12, 2025 (the "Written Consent") by the stockholder owning a majority of shares of Common Stock issued and outstanding (the "Majority Consenting Stockholder") of the Company.

 

The Written Consent constitutes the consent of the Majority Consenting Stockholder and is sufficient under the General Corporation Law of the State of Delaware and our bylaws, as amended (the "Bylaws") to approve the actions described herein. Accordingly, they are not presently being submitted to our other stockholders for a vote. Pursuant to Rule 14c-2 under the Exchange Act, the actions described herein will not be implemented until a date at least 20 days after the date on which this Information Statement has been first mailed to the stockholders.

 

The Written Consent authorized the Company's board of directors (the "Board") to amend the Company's amended and restated certificate of incorporation, as amended (the "Certificate of Incorporation") to effect a reverse stock split of all outstanding shares of Common Stock, by a ratio that will not be less than one-for-three (1:3) or exceed a ratio of one-for-hundred (1:100) (the "Approved Split Ratios"), to be determined in the Board's sole discretion.

 

As described in this Information Statement, the foregoing actions were approved by the Majority Consenting Stockholder by Written Consent and subsequently approved unanimously by the Board.

 

The cost of furnishing this Information Statement will be borne by the Company. The Company may request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of Common Stock held of record by them and will reimburse such persons for their reasonable charges and expenses in connection therewith. This Information Statement will be first distributed to you on or about May 23, 2025.