David E. Lazar - Jan 2, 2025 Form 3 Insider Report for Cyclacel Pharmaceuticals, Inc. (CYCC)

Role
Chief Executive Officer, Director
Signature
/s/ David E. Lazar
Stock symbol
CYCC
Transactions as of
Jan 2, 2025
Transactions value $
$0
Form type
3
Date filed
1/7/2025, 07:04 PM
Previous filing
Dec 31, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding CYCC Common Stock 0 Jan 2, 2025 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding CYCC Series C Convertible Preferred Stock Jan 2, 2025 Common Stock 2.65M Direct F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 No shares of Common Stock are beneficially owned.
F2 On January 2, 2025, David E. Lazar (the "Reporting Person") and Cyclacel Pharmaceuticals, Inc. (the "Company"), entered into a securies purchase agreement pursuant to which the Reporting Person will acquire (i) an aggregate of 1,000,000 shares of the Company's Series C Convertible Preferred Stock (the "Series C Preferred Stock") at a price of $1.00 per share and (ii) an aggregate of 2,100,000 shares of the Company's Series D Convertible Preferred Stock (the "Series D Preferred Stock", and together with the Series C Preferred Stock, the "Preferred Stock") at a price of $1.00 per share. Each share of Series C Preferred Stock is convertible into 2.65 shares of the Company's Common Stock at any time, subject to certain ownership limitations. The initial closing took place on January 6, 2025, whereby the Reporting Person acquired 200,000 shares of Series C Preferred Stock for a total purchase price of $1,000,000.
F3 The Reporting Person will acquire the shares of Series D Preferred Stock at a subsequent closing, subject to satisfaction of certain closing conditions, for a total purchase price of $2,100,000. Each share of Series D Preferred Stock will be convertible into 110 shares of the Company's Common Stock at any time, subject to certain ownership limitations.
F4 The Series C Preferred Stock is perpetual and therefore has no expiration date.
F5 The shares of Series C Preferred Stock are convertible at the option of the Reporting Person for no additional consideration.