SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Lazar David E.
(Last) (First) (Middle)
PH THE TOWERS, TOWER 200, 30B
WINSTON CHURCHILL, PAITILLA
(Street)
PANAMA CITY R1 07196
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cyclacel Pharmaceuticals, Inc. [ CYCC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
X Officer (give title below) Other (specify below)
Interim CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/26/2025 M 2,650,000(1) A (2) 2,650,000 D
Common Stock 02/26/2025 M 191,978,820(3) A (4) 194,628,820 D
Common Stock 02/26/2025 S 194,628,820(5) D $0.0283(5) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Convertible Preferred Stock (2) 02/26/2025 M 1,000,000 (6) (6) Common Stock 2,650,000 (7) 0 D
Series D Convertible Preferred Stock (4) 02/26/2025 M 1,745,262 (8) (8) Common Stock 191,978,820 (9) 354,738 D
Explanation of Responses:
1. These shares represent the conversion of 1,000,000 shares of the Series C Convertible Preferred Stock (the "Series C Preferred Stock") of Cyclacel Pharmaceuticals, Inc. (the "Company") owned by the Reporting Person into shares of the Company's common stock, par value $0.001 per share (the "Common Stock").
2. The shares of Series C Preferred Stock are convertible at the option of the Reporting Person for no additional consideration.
3. These shares represent the conversion of 1,745,262 shares of the Company's Series D Convertible Preferred Stock (the "Series D Preferred Stock") owned by the Reporting Person into shares of Common Stock of the Company.
4. The shares of Series D Preferred Stock are convertible at the option of the Reporting Person for no additional consideration.
5. On February 26, 2025, the Reporting Person sold 194,628,820 shares of Common Stock in a private transaction for total consideration of $5,500,000.
6. The Series C Preferred Stock is exercisable immediately upon issuance, is perpetual and has no expiration date.
7. At a closing on January 6, 2025, the Reporting Person acquired 1,000,000 shares of Series C Preferred Stock from the Company for a total purchase price of $1,000,000. Each share of Series C Preferred Stock is convertible into 2.65 shares of the Company's Common Stock at any time.
8. The Series D Preferred Stock is exercisable immediately upon issuance, is perpetual and has no expiration date.
9. At a closing on February 6, 2025, the Reporting Person acquired 2,100,000 shares of Series D Preferred Stock from the Company for a total purchase price of $2,100,000. Each share of Series D Preferred Stock is convertible into 110 shares of the Company's Common Stock at any time.
/s/ David E. Lazar 02/28/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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