SEC Comment Letter for Cyclacel Pharmaceuticals, Inc. (BGMS, BGMSP) (CIK 0001130166) (BGMS) — Jun 9, 2017
Cyclacel Pharmaceuticals, Inc. (BGMS, BGMSP) (CIK 0001130166)
Date: June 9, 2017 · CIK: 0001130166 · Accession: 0000000000-17-020224
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June 9, 2017 Spiro Rombotis Chief Executive Officer Cyclacel Pharmaceuticals, Inc. 200 Connell Drive, Suite 1500 Berkeley Heights, NJ 07922 Cyclacel Pharmaceuticals, Inc. Registration Statement on Form S-1 Filed May 26, 2017 File No. 333-218305Re: Dear Mr. Rombotis: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-1 filed May 26, 2017 Facing Page Please revise the fee table to calculate the registration fee based on each of the securities being offered. Please refer to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations for guidance.1. Cover Page Please tell us whether you will use the recent stock price listed on the cover page to determine the offering price of the units. If you will not use the recent stock price to set the offering price, then please include disclosure on the cover page indicating the factors that will be used to determine the offering price.2.
Spiro Rombotis Cyclacel Pharmaceuticals, Inc. 2 PageJune 9, 2017 Incorporation of Information by Reference, page 60 Please incorporate by reference your definitive proxy statement filed April 12, 2017. Please refer to Item 12(a)(2) of Form S-1 for guidance.3. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Johnny Gharib (202) 551-3170 or Erin Jaskot at (202) 551-3442 if you have any questions. Division of Corporation Finance Office of Healthcare & Insurance cc: Joel Papernik, Esq.
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June 9, 2017
Spiro Rombotis
Chief Executive Officer
Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922
Cyclacel Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed May 26, 2017
File No. 333-218305Re:
Dear Mr. Rombotis:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed May 26, 2017
Facing Page
Please revise the fee table to calculate the registration fee based on each of the securities
being offered. Please refer to Question 240.06 of the Securities Act Rules Compliance
and Disclosure Interpretations for guidance.1.
Cover Page
Please tell us whether you will use the recent stock price listed on the cover page to
determine the offering price of the units. If you will not use the recent stock price to set
the offering price, then please include disclosure on the cover page indicating the factors
that will be used to determine the offering price.2.
Spiro Rombotis
Cyclacel Pharmaceuticals, Inc.
2 PageJune 9, 2017
Incorporation of Information by Reference, page 60
Please incorporate by reference your definitive proxy statement filed April 12, 2017.
Please refer to Item 12(a)(2) of Form S-1 for guidance.3.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Johnny Gharib (202) 551-3170 or Erin Jaskot at (202) 551-3442 if you
have any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Joel Papernik, Esq.