Bio Green Med Solution, Inc.

Major Shareholding Notification • Oct 18, 2010

SC 13G 1 a10-19459_2sc13g.htm SC 13G

| SECURITIES
AND EXCHANGE COMMISSION |
| --- |
| Washington,
D.C. 20549 |

*SCHEDULE 13G*

*(Rule 13d-102)*

*INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )**

*Cyclacel Pharmaceuticals, Inc.*

(Name of Issuer)

*Common Stock, $0.001 par value per share*

(Title of Class of Securities)

*23254L108*

(CUSIP Number)

*October 7, 2010*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 23254L108 — (1)	Names of Reporting Persons Capital Ventures International
(2)	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	o
(3)	SEC Use Only
(4)	Citizenship or Place of
Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With	(5)	Sole Voting Power 0
	(6)	Shared Voting Power ** 2,464,065
	(7)	Sole Dispositive Power 0
	(8)	Shared Dispositive Power ** 2,464,065
(9)	Aggregate Amount
Beneficially Owned by Each Reporting Person 2,464,065
(10)	Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
(11)	Percent of Class
Represented by Amount in Row (9) 5.4%
(12)	Type of Reporting Person
(See Instructions) CO

** Heights Capital Management, Inc. is the investment manager to Capital Ventures International and as such may exercise voting and dispositive power over these shares.

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CUSIP No. 23254L108 — (1)	Names of Reporting Persons Heights Capital Management, Inc.
(2)	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	o
	(b)	o
(3)	SEC Use Only
(4)	Citizenship or Place of
Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	(5)	Sole Voting Power 0
	(6)	Shared Voting Power ** 2,464,065
	(7)	Sole Dispositive Power 0
	(8)	Shared Dispositive Power ** 2,464,065
(9)	Aggregate Amount
Beneficially Owned by Each Reporting Person 2,464,065
(10)	Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o
(11)	Percent of Class
Represented by Amount in Row (9) 5.4%
(12)	Type of Reporting Person
(See Instructions) CO

** Heights Capital Management, Inc. is the investment manager to Capital Ventures International and as such may exercise voting and dispositive power over these shares.

3

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CUSIP No. 23254L108 13G

Item 1.	(a)	Name of Issuer Cyclacel Pharmaceuticals, Inc.
	(b)	Address of Issuer’s
Principal Executive Offices 200 Connell Drive, Ste. 1500, Berkeley Heights, NJ, 07922
Item 2(a).		Name of Person Filing This statement is filed by the entities listed below, who are
collectively referred to herein as “Reporting Persons,” with respect to the
shares of Common Stock of the Company, $0.001 par value per share (the
“Shares”). (i) Capital Ventures International (ii) Heights Capital Management, Inc.
Item 2(b).		Address of Principal
Business Office or, if none, Residence The address of the principal business office of Capital Ventures
International is: One Capitol Place P.O Box 1787 GT Grand Cayman, Cayman
Islands British West Indies The address of the
principal business office of Heights Capital Management, Inc. is: 101 California Street,
Suite 3250 San Francisco, California
94111
Item 2(c).		Citizenship Citizenship is set forth in Row 4 of the cover page for each Reporting Person
hereto and is incorporated herein by reference for each such Reporting
Person.
Item 2(d)		Title of Class of
Securities Common Stock, $0.001 par value per share
Item 2(e)		CUSIP Number 23254L108
Item 3.	If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
	(a)	o	Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined
in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
	(e)	o	An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
	(i)	o	A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	A non-U.S. institution in
accordance with §240.13d–1(b)(1)(ii)(J);
	(k)	o	Group, in accordance with Rule
13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J),
please specify the type of institution: ____

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CUSIP No. 23254L108 13G

Item 4.	Ownership
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
The
information required by Items 4(a) – (c) is set forth in Rows 5 –
11 of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting Person. The
number of Shares reported as beneficially owned consists of (i) 1,642,710
Shares and (ii) an option to purchase 821,355 Shares (the
“Option”). The number of Shares
reported as beneficially owned does not include (i) warrants to purchase
821,355 shares of Common Stock that are not exercisable within 60 days of the
date of this report, (ii) warrants to purchase 410,677 shares of Common
Stock, which warrants are issuable upon exercise by the Reporting Person of
the Option, or (iii) warrants to purchase 215,695 shares of Common
Stock. None of the warrants mentioned
in this paragraph are exercisable to the extent that the total number of
Shares then beneficially owned by a Reporting Person and its Affiliates and
any other Persons whose beneficial ownership of Shares would be aggregated
with such Reporting Person for purposes of Section 13(d) of the
Exchange Act, would exceed 4.99%. The
Company’s Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2010 states that there were 36,950,549 Shares outstanding as of
August 12, 2010. The Shares outstanding used to calculate the percentage
of Shares reported as beneficially owned by the Reporting Persons also
includes the 8,323,190 shares reported as issued by the Company on the
Company’s Current Report on Form 8-K dated October 7, 2010. Heights
Capital Management, Inc., which serves as the investment manager to
Capital Ventures International, may be deemed to be the beneficial owner of
all Shares owned by Capital Ventures International. Each of the Reporting
Persons hereby disclaims any beneficial ownership of any such Shares, except
for their pecuniary interest therein.
Item 5.	Ownership of Five Percent or Less
of a Class
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following: o
Item 6.	Ownership of More than Five Percent
on Behalf of Another Person
Not
applicable.
Item 7.	Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person
Not
applicable.
Item 8.	Identification and Classification
of Members of the Group
Not
applicable
Item 9.	Notice of Dissolution of Group
Not
applicable.

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CUSIP No. 23254L108 13G

| Item 10. |
| --- |
| By
signing below each of the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect. Exhibits: Exhibit I:
Joint Filing Agreement, dated as of October 18, 2010, by and among
Capital Ventures International and Heights Capital Management, Inc. |

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: October 18, 2010

| CAPITAL VENTURES
INTERNATIONAL — By: Heights Capital
Management, Inc. | By: | /s/ Brian Sopinsky |
| --- | --- | --- |
| pursuant to a Limited
Power of Attorney | Name: | Brian Sopinsky |
| | Title | Secretary |
| By: | /s/ Brian Sopinsky | |
| Name: | Brian Sopinsky | |
| Title | Secretary | |

The Limited Power of Attorney executed by Capital Ventures International, authorizing Heights Capital Management, Inc. to sign and file this Schedule 13G on its behalf, which was filed with the Schedule 13G filed with the Securities and Exchange Commission on December 1, 2006 by Capital Ventures International and Heights Capital Management, Inc. with respect to the common stock of Discovery Laboratories, Inc., is hereby incorporated by reference.

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EXHIBIT I

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock of Cyclacel Pharmaceuticals, Inc., $0.001 par value per share is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated as of October 18, 2010

| CAPITAL VENTURES
INTERNATIONAL — By: Heights Capital
Management, Inc. | By: | /s/ Brian Sopinsky |
| --- | --- | --- |
| pursuant to a Limited
Power of Attorney | Name: | Brian Sopinsky |
| | Title | Secretary |
| By: | /s/ Brian Sopinsky | |
| Name: | Brian Sopinsky | |
| Title | Secretary | |

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