Sec Form 13G Filing - Altium Capital Management LP filing for CYCLACEL PHARMACEUTICALS INC C (CYCC) - 2024-02-13

(Name of Issuer) 

23254L801

(CUSIP Number)

NAME OF REPORTING PERSONS
Altium Capital Management, LP

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2066653

(a) ☐ 

(b) ☐

CITIZENSHIP OR PLACE OF ORGANIZATION 

Delaware, United States of America

NUMBER OF
SHARES 

BENEFICIALLY
OWNED BY 

EACH
REPORTING 

PERSON
WITH:

SOLE VOTING 

0

SHARED VOTING POWER 

37,982 shares of Common Stock 

194,100 shares of Common Stock issuable upon exercise of 2023 Warrants⁽¹⁾ 

109,850 shares of Common Stock issuable upon exercise of Pre-Funded Warrants⁽¹⁾  

30,000 shares of Common Stock issuable upon exercise of Warrants⁽¹⁾ 

SOLE DISPOSITIVE POWER 

0 

SHARED DISPOSITIVE POWER 

37,982 shares of Common Stock 

194,100 shares of Common Stock issuable upon exercise of 2023 Warrants⁽¹⁾ 

109,850 shares of Common Stock issuable upon exercise of Pre-Funded Warrants⁽¹⁾  

30,000 shares of Common Stock issuable upon exercise of Warrants⁽¹⁾ 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 

37,982 shares of Common Stock 

194,100 shares of Common Stock issuable upon exercise of 2023 Warrants⁽¹⁾ 

109,850 shares of Common Stock issuable upon exercise of Pre-Funded Warrants⁽¹⁾  

30,000 shares of Common Stock issuable upon exercise of Warrants⁽¹⁾ 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 

4.99%⁽¹⁾⁽²⁾ 

TYPE OF REPORTING PERSON 

IA, PN 

NAME OF REPORTING PERSONS
Altium Growth Fund, LP

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2105101 

(a) ☐ 

(b) ☐ 

CITIZENSHIP OR PLACE OF ORGANIZATION 

Delaware, United States of America 

NUMBER OF
SHARES 

BENEFICIALLY
OWNED BY 

EACH
REPORTING 

PERSON
WITH:

SOLE VOTING 

0 

SHARED VOTING POWER 

37,982 shares of Common Stock 

194,100 shares of Common Stock issuable upon exercise of 2023 Warrants⁽¹⁾ 

109,850 shares of Common Stock issuable upon exercise of Pre-Funded Warrants⁽¹⁾  

30,000 shares of Common Stock issuable upon exercise of Warrants⁽¹⁾ 

SOLE DISPOSITIVE POWER 

0 

SHARED DISPOSITIVE POWER 

37,982 shares of Common Stock 

194,100 shares of Common Stock issuable upon exercise of 2023 Warrants⁽¹⁾ 

109,850 shares of Common Stock issuable upon exercise of Pre-Funded Warrants⁽¹⁾  

30,000 shares of Common Stock issuable upon exercise of Warrants⁽¹⁾ 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 

37,982 shares of Common Stock 

194,100 shares of Common Stock issuable upon exercise of 2023 Warrants⁽¹⁾ 

109,850 shares of Common Stock issuable upon exercise of Pre-Funded Warrants⁽¹⁾  

30,000 shares of Common Stock issuable upon exercise of Warrants⁽¹⁾ 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 

4.99%⁽¹⁾⁽²⁾ 

TYPE OF REPORTING PERSON 

PN 

NAME OF REPORTING PERSONS 

Altium Growth GP, LLC

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2086430 

(a) ☐ 

(b) ☐

CITIZENSHIP OR PLACE OF ORGANIZATION 

Delaware, United States of America 

NUMBER OF
SHARES 

BENEFICIALLY
OWNED BY 

EACH
REPORTING 

PERSON
WITH:

SOLE VOTING 

0 

SHARED VOTING POWER 

37,982 shares of Common Stock 

194,100 shares of Common Stock issuable upon exercise of 2023 Warrants⁽¹⁾ 

109,850 shares of Common Stock issuable upon exercise of Pre-Funded Warrants⁽¹⁾  

30,000 shares of Common Stock issuable upon exercise of Warrants⁽¹⁾ 

SOLE DISPOSITIVE POWER 

0 

SHARED DISPOSITIVE POWER 

37,982 shares of Common Stock 

194,100 shares of Common Stock issuable upon exercise of 2023 Warrants⁽¹⁾ 

109,850 shares of Common Stock issuable upon exercise of Pre-Funded Warrants⁽¹⁾  

30,000 shares of Common Stock issuable upon exercise of Warrants⁽¹⁾ 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 

37,982 shares of Common Stock 

194,100 shares of Common Stock issuable upon exercise of 2023 Warrants⁽¹⁾ 

109,850 shares of Common Stock issuable upon exercise of Pre-Funded Warrants⁽¹⁾  

30,000 shares of Common Stock issuable upon exercise of Warrants⁽¹⁾ 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 

4.99%⁽¹⁾⁽²⁾ 

TYPE OF REPORTING PERSON 

OO 

Address of Issuer’s Principal Executive Offices:  200 Connell Drive, Suite 1500 

Berkeley Heights, NJ 07922

Name of Person Filing:

This statement is jointly filed by and on behalf of each of Altium Growth Fund, LP (the “Fund”), Altium Capital Management, LLC, and Altium Growth GP, LLC. The Fund is the record and direct beneficial owner of the securities covered by this statement. Altium Capital Management, LP is the investment adviser of, and may be deemed to beneficially own securities, owned by the Fund. Altium Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities, owned by the Fund.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person listed above and is incorporated by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 1,019,310 shares of Common Stock outstanding as reported in the Issuer’s Form 424(b)(5) dated December 21, 2023, and filed with the Securities and Exchange Commission on December 26, 2023.

Pursuant to the terms of the securities purchase agreement entered into between the Fund and the Issuer, the Fund purchased Common Stock, 2023 Warrants, Prefunded Warrants, and Warrants (collectively the “Reported Warrants”). The Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the “Warrant Blockers”).

The percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Warrant Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able exercise the Reported Warrants to the extent that in the aggregate the Fund would receive shares of more than 4.99% of Common Stock of the Issuer.