David E. Lazar - 26 Feb 2025 Form 4 Insider Report for Cyclacel Pharmaceuticals, Inc. (CYCC)

Role: Interim CEO, 10%+ Owner
Signature: /s/ David E. Lazar
Issuer symbol: CYCC
Transactions as of: 26 Feb 2025
Net transactions value: -$5,507,996
Form type: 4
Filing time: 28 Feb 2025, 16:48:15 UTC
Previous filing: 10 Mar 2025
Next filing: 07 Apr 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CYCC	Common Stock	Options Exercise		+2,650,000			2,650,000	26 Feb 2025	Direct	F1, F2
transaction	CYCC	Common Stock	Options Exercise		+191,978,820	+7244%		194,628,820	26 Feb 2025	Direct	F3, F4
transaction	CYCC	Common Stock	Sale	$5,507,996	-194,628,820	-100%	$0.0283^*	0	26 Feb 2025	Direct	F5

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
transaction	CYCC	Series C Convertible Preferred Stock	Options Exercise		-1,000,000	-100%		0	26 Feb 2025	Common Stock	2,650,000		Direct	F2, F6, F7
transaction	CYCC	Series D Convertible Preferred Stock	Options Exercise		-1,745,262	-83%		354,738	26 Feb 2025	Common Stock	191,978,820		Direct	F4, F8, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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").
F2	The shares of Series C Preferred Stock are convertible at the option of the Reporting Person for no additional consideration.
F3	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.
F4	The shares of Series D Preferred Stock are convertible at the option of the Reporting Person for no additional consideration.
F5	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.
F6	The Series C Preferred Stock is exercisable immediately upon issuance, is perpetual and has no expiration date.
F7	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.
F8	The Series D Preferred Stock is exercisable immediately upon issuance, is perpetual and has no expiration date.
F9	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.