Bio Green Med Solution, Inc.

Major Shareholding Notification • Dec 23, 2020

SC 13G 1 d103855dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Cyclacel Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

23254L603

(CUSIP Number)

December 23, 2020

(Date of Event which Requires Filing of this Statement)

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

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ 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 disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose 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).

CUSIP No. 23254L603 13G Page 2 of 15 Pages

| 1. | NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Aspire Capital
Fund, LLC 27-1406279 |
| --- | --- |
| 2. | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF
ORGANIZATION Illinois |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 270,000 (1)
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 270,000
(1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,000 (1)
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.05% (1)(2)
12.	TYPE OF REPORTING PERSON
(see instructions) CO

(1) The securities include 270,000 shares of common stock, par value $0.001 per share (the “ Common Stock ”) of Cyclacel Pharmaceuticals, Inc. (the “ Issuer ”).

(2) Based on 5,349,896 shares of Common Stock issued and outstanding as reported in a prospectus supplement filed by the Issuer with the Securities and Exchange Commission (the “ SEC ”) under Rule 424(b)(5) on December 22, 2020.

CUSIP No. 23254L603 13G Page 3 of 15 Pages

| 1. | NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Aspire Capital
Partners, LLC 27-1406238 |
| --- | --- |
| 2. | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF
ORGANIZATION Illinois |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 270,000 (1)
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 270,000
(1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,000 (1)
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.05% (1)(2)
12.	TYPE OF REPORTING PERSON
(see instructions) CO

(1) The securities include 270,000 shares of Common Stock of the Issuer.

(2) Based on 5,349,896 shares of Common Stock issued and outstanding as reported in a prospectus supplement filed by the Issuer with the SEC under Rule 424(b)(5) on December 22, 2020.

CUSIP No. 23254L603 13G Page 4 of 15 Pages

| 1. | NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SGM Holdings Corp. 36-4303462 |
| --- | --- |
| 2. | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF
ORGANIZATION Illinois |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 270,000 (1)
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 270,000
(1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,000 (1)
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.05% (1)(2)
12.	TYPE OF REPORTING PERSON
(see instructions) CO

(1) The securities include 270,000 shares of Common Stock of the Issuer.

(2) Based on 5,349,896 shares of Common Stock issued and outstanding as reported in a prospectus supplement filed by the Issuer with the SEC under Rule 424(b)(5) on December 22, 2020.

CUSIP No. 23254L603 13G Page 5 of 15 Pages

| 1. | NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Red Cedar Capital
Corp. 20-1313891 |
| --- | --- |
| 2. | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF
ORGANIZATION Illinois |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 270,000 (1)
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 270,000
(1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,000 (1)
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.05% (1)(2)
12.	TYPE OF REPORTING PERSON
(see instructions) CO

(1) The securities include 270,000 shares of Common Stock of the Issuer.

(2) Based on 5,349,896 shares of Common Stock issued and outstanding as reported in a prospectus supplement filed by the Issuer with the SEC under Rule 424(b)(5) on December 22, 2020.

CUSIP No. 23254L603 13G Page 6 of 15 Pages

| 1. | NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Chrisko Investors,
Inc. 27-5414284 |
| --- | --- |
| 2. | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF
ORGANIZATION Illinois |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 270,000 (1)
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 270,000
(1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,000 (1)
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.05% (1)(2)
12.	TYPE OF REPORTING PERSON
(see instructions) CO

(1) The securities include 270,000 shares of Common Stock of the Issuer.

(2) Based on 5,349,896 shares of Common Stock issued and outstanding as reported in a prospectus supplement filed by the Issuer with the SEC under Rule 424(b)(5) on December 22, 2020.

CUSIP No. 23254L603 13G Page 7 of 15 Pages

| 1. | NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WML Ventures Corp. 82-3709389 |
| --- | --- |
| 2. | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF
ORGANIZATION Illinois |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 270,000 (1)
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 270,000
(1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,000 (1)
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.05% (1)(2)
12.	TYPE OF REPORTING PERSON
(see instructions) CO

(1) The securities include 270,000 shares of Common Stock of the Issuer.

(2) Based on 5,349,896 shares of Common Stock issued and outstanding as reported in a prospectus supplement filed by the Issuer with the SEC under Rule 424(b)(5) on December 22, 2020.

CUSIP No. 23254L603 13G Page 8 of 15 Pages

| 1. | NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steven G.
Martin |
| --- | --- |
| 2. | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF
ORGANIZATION United
States |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 270,000 (1)
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 270,000
(1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,000 (1)
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.05% (1)(2)
12.	TYPE OF REPORTING PERSON
(see instructions) IN

(1) The securities include 270,000 shares of Common Stock of the Issuer.

(2) Based on 5,349,896 shares of Common Stock issued and outstanding as reported in a prospectus supplement filed by the Issuer with the SEC under Rule 424(b)(5) on December 22, 2020.

CUSIP No. 23254L603 13G Page 9 of 15 Pages

| 1. | NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Erik J.
Brown |
| --- | --- |
| 2. | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF
ORGANIZATION United
States |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 270,000 (1)
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 270,000
(1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,000 (1)
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.05% (1)(2)
12.	TYPE OF REPORTING PERSON
(see instructions) IN

(1) The securities include 270,000 shares of Common Stock of the Issuer.

(2) Based on 5,349,896 shares of Common Stock issued and outstanding as reported in a prospectus supplement filed by the Issuer with the SEC under Rule 424(b)(5) on December 22, 2020.

CUSIP No. 23254L603 13G Page 10 of 15 Pages

| 1. | NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Christos
Komissopoulos |
| --- | --- |
| 2. | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF
ORGANIZATION United
States |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 270,000 (1)
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 270,000
(1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,000 (1)
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.05% (1)(2)
12.	TYPE OF REPORTING PERSON
(see instructions) IN

(1) The securities include 270,000 shares of Common Stock of the Issuer.

(2) Based on 5,349,896 shares of Common Stock issued and outstanding as reported in a prospectus supplement filed by the Issuer with the SEC under Rule 424(b)(5) on December 22, 2020.

CUSIP No. 23254L603 13G Page 11 of 15 Pages

| 1. | NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) William F. Blank,
III |
| --- | --- |
| 2. | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF
ORGANIZATION United
States |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6.	SHARED VOTING POWER 270,000 (1)
7.	SOLE DISPOSITIVE POWER 0
8.	SHARED DISPOSITIVE POWER 270,000
(1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,000 (1)
10.	CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 5.05% (1)(2)
12.	TYPE OF REPORTING PERSON
(see instructions) IN

(1) The securities include 270,000 shares of Common Stock of the Issuer.

(2) Based on 5,349,896 shares of Common Stock issued and outstanding as reported in a prospectus supplement filed by the Issuer with the SEC under Rule 424(b)(5) on December 22, 2020.

CUSIP No. 23254L603 13G Page 12 of 15 Pages

Item 1.

(a)	Name of Issuer Cyclacel Pharmaceuticals, Inc. (“ Issuer ”)
(b)	Address of Issuer’s Principal Executive Offices 200 Connell Drive, Suite 1500, Berkeley Heights, NJ 07922

Item 2.

| (a) | Name of Person Filing Aspire Capital Fund, LLC (“ Aspire Fund ”) Aspire
Capital Partners, LLC (“ Aspire Partners ”) SGM Holdings Corp. (“ SGM ”) Red Cedar Capital Corp. (“ Red Cedar ”) Chrisko
Investors, Inc. (“ Chrisko ”) WML Ventures Corp. (“ WML Ventures ”) Steven G. Martin (“ Mr. Martin ”) Erik J. Brown
(“ Mr. Brown ”) Christos Komissopoulos (“ Mr. Komissopoulos ”) William F. Blank, III (“ Mr. Blank ”) |
| --- | --- |
| (b) | Address of the Principal Office or, if none, residence The address of the principal business office of each of Aspire Fund, Aspire Partners, SGM, Red Cedar, Chrisko, WML Ventures, Mr. Martin, Mr. Brown,
Mr. Komissopoulos and Mr. Blank is: 155 N. Wacker Drive, Suite 1600,
Chicago, Illinois 60606 |
| (c) | Citizenship Aspire Fund – Illinois Aspire Partners – Illinois SGM – Illinois Red Cedar – Illinois Chrisko – Illinois WML Ventures – Illinois Mr. Martin – United States Mr. Brown – United
States Mr. Komissopoulos – United States Mr. Blank – United States |
| (d) | Title of Class of Securities Common Stock, par value $0.001 per share (“ Common Stock ”). |
| (e) | CUSIP Number 23254L603 |

CUSIP No. 23254L603 13G Page 13 of 15 Pages

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:

Not applicable.

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.

Reporting person — Aspire Capital Fund, LLC	270,000	5.05 %	0	270,000	0	270,000
Aspire Capital Partners, LLC	270,000	5.05 %	0	270,000	0	270,000
SGM Holdings Corp.	270,000	5.05 %	0	270,000	0	270,000
Red Cedar Capital Corp.	270,000	5.05 %	0	270,000	0	270,000
Chrisko Investors, Inc.	270,000	5.05 %	0	270,000	0	270,000
WML Ventures	270,000	5.05 %	0	270,000	0	270,000
Steven G. Martin	270,000	5.05 %	0	270,000	0	270,000
Erik J. Brown	270,000	5.05 %	0	270,000	0	270,000
Christos Komissopoulos	270,000	5.05 %	0	270,000	0	270,000
William F. Blank, III	270,000	5.05 %	0	270,000	0	270,000

The percent of class shown in the table above is based on 5,349,896 shares of Common Stock issued and outstanding as reported in a prospectus supplement filed by the Issuer with the Securities and Exchange Commission under Rule 424(b)(5) on December 22, 2020.

Aspire Fund may be deemed the beneficial owner of 270,000 shares of Common Stock of the Issuer. Aspire Partners is the Managing Member of Aspire Fund. SGM is the Managing Member of Aspire Partners. Mr. Martin is the president and sole shareholder of SGM, as well as a principal of Aspire Partners. Mr. Brown is the president and sole shareholder of Red Cedar, which is a principal of Aspire Partners. Mr. Komissopoulos is president and sole shareholder of Chrisko, which is a principal of Aspire Partners. Mr. Blank is the president and sole shareholder of WML Ventures, which is a principal of Aspire Partners.

Pursuant to Section 13(d) of the Act, each of Aspire Partners, SGM, Red Cedar, Chrisko, WML Ventures, Mr. Martin, Mr. Brown, Mr. Komissopoulos and Mr. Blank may be deemed to be a beneficial owner of the Shares held by Aspire Fund.

Pursuant to Rule 13d-4 of the Act, each of Aspire Partners, SGM, Red Cedar, Chrisko, WML Ventures, Mr. Martin, Mr. Brown, Mr. Komissopoulos and Mr. Blank disclaims beneficial ownership of the Shares held by Aspire Fund.

Item 5. Ownership of 5 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 5 percent of the class of securities, check the following ☐.

CUSIP No. 23254L603 13G Page 14 of 15 Pages

Item 6. Ownership of More than 5 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 a Group.

Not applicable.

CUSIP No. 23254L603 13G Page 15 of 15 Pages

Item 10. Certification.

By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under §240.14a-11.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 23, 2020

| ASPIRE CAPITAL FUND, LLC BY: ASPIRE CAPITAL PARTNERS, LLC BY: SGM HOLDINGS
CORP. — By: | /s/ Steven G. Martin | ASPIRE CAPITAL PARTNERS, LLC BY: SGM HOLDINGS CORP. — By: | /s/ Steven G. Martin |
| --- | --- | --- | --- |
| Name: | Steven G. Martin | Name: | Steven G. Martin |
| Title: | President | Title: | President |
| SGM HOLDINGS CORP. | | RED CEDAR CAPITAL CORP. | |
| By: | /s/ Steven G. Martin | By: | /s/ Erik J. Brown |
| Name: | Steven G. Martin | Name: | Erik J. Brown |
| Title: | President | Title: | President |
| CHRISKO INVESTORS, INC. | | WML VENTURES CORP. | |
| By: | /s/ Christos Komissopoulos | By: | /s/ William F. Blank III |
| Name: | Christos Komissopoulos | Name: | William F. Blank III |
| Title: | President | Title: | President |
| STEVEN G. MARTIN | | ERIK J. BROWN | |
| /s/ Steven G. Martin | | /s/ Erik J. Brown | |
| CHRISTOS KOMISSOPOULOS | | WILLIAM F. BLANK III | |
| /s/ Christos Komissopoulos | | /s/ William F. Blank III | |

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	Joint Filing Agreement
99.2	Power of Attorney