Page 5 of 7 – SEC Filing
Explanatory Note: This Amendment No. 2 relates to and amends the Statement of Beneficial Ownership on Schedule 13D/A (“Schedule 13D/A”) of Tang Capital Partners, LP, a Delaware limited partnership, Tang Capital Management, LLC, a Delaware limited liability company, and Kevin C. Tang, a United States citizen (each, a “Reporting Person” and collectively, the “Reporting Persons”), initially filed jointly by the Reporting Persons with the U.S. Securities and Exchange Commission on September 16, 2016 and amended on February 27, 2017 (as amended, the “Statement”), with respect to the Common Stock, $0.001 par value (the “Common Stock”), of Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”).
Item 5 of the Statement is hereby amended to the extent herein after expressly set forth. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Statement.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Statement is hereby amended to add the following:
| (a) | Amount beneficially owned and percentage of class: |
| Tang Capital Partners, LP | 336,747 shares, representing 2.8% of the class |
| Tang Capital Management, LLC | 336,747 shares, representing 2.8% of the class |
| Kevin C. Tang | 336,747 shares, representing 2.8% of the class |
Tang Capital Partners, LP is the beneficial owner of 336,747 shares of the Issuer’s Common Stock. Tang Capital Partners, LP shares voting and dispositive power over such shares with Tang Capital Management, LLC and Kevin C. Tang.
Tang Capital Management, LLC, as the general partner of Tang Capital Partners, LP, may be deemed to beneficially own the 336,747 shares of the Issuer’s Common Stock beneficially owned by Tang Capital Partners, LP. Tang Capital Management, LLC shares voting and dispositive power over such shares with Tang Capital Partners, LP and Kevin C. Tang.
Kevin C. Tang, as the manager of Tang Capital Management, LLC, may be deemed to beneficially own the 336,747 shares of the Issuer’s Common Stock beneficially owned by Tang Capital Partners, LP. Kevin C. Tang shares voting and dispositive power over such shares with Tang Capital Partners, LP and Tang Capital Management, LLC.
| (b) | Voting and disposition powers: |
| Sole power to vote or direct the vote: | |
| Tang Capital Partners, LP | 0 shares |
| Tang Capital Management, LLC | 0 shares |
| Kevin C. Tang | 0 shares |
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