SEC Company Response from Cyclacel Pharmaceuticals, Inc. (BGMS, BGMSP) (CIK 0001130166) (BGMS) — May 31, 2011
Cyclacel Pharmaceuticals, Inc. (BGMS, BGMSP) (CIK 0001130166)
Date: May 31, 2011 · CIK: 0001130166 · Accession: 0000950123-11-055494
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File numbers found in text: 333-140034
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CORRESP
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Correspondence
Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500
Berkeley Heights, New
Jersey 07922
United States of America
May 31, 2011
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop
3561
Washington, D.C. 20549
Re: Cyclacel
Pharmaceuticals, Inc.
Post-Effective
Amendment No. 2 to Registration Statement on Form S-1 on
Form S-3
(SEC File No. 333-140034)
Ladies and Gentlemen:
With respect to the
above-referenced Post-Effective Amendment No. 2 to Registration Statement
on Form S-1 on Form S-3 (the “Registration Statement”), and
pursuant to Rule 461 of Regulation C promulgated under the Securities
Act of 1933, as amended, the undersigned hereby respectfully requests, on
behalf of Cyclacel Pharmaceuticals, Inc. (the “Company”),
that the Securities and Exchange Commission accelerate the effective date of
the Registration Statement to 4:30 p.m. on Thursday, June 2, 2011, or as
soon as practicable thereafter.
The
cooperation of the staff in meeting the timetable described above is very much
appreciated.
The Company
acknowledges to the Securities and Exchange Commission (the
“Commission”) that: (i) should the Commission or the
staff, acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the
filing; (ii) the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and (iii) the Company may not assert staff
comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.
Please
call Merav Gershtenman, Esq., of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., counsel to the Company, at (212) 692-6806 with any comments or
questions regarding the Registration Statement.
Very truly yours,
/s/ Paul
McBarron
Paul McBarron
Chief Operating Officer, Chief Financial
Officer,
Executive Vice President-Finance