Item 9A. Controls and Procedures
Item
9A. Controls and Procedures
(a)
Disclosure Controls:
We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act
reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s
rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. An evaluation was performed under
the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial
Officer, on the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2024.
Pursuant
to this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, the end of the period
covered by this report, our disclosure controls and procedures were effective.
(b)
Management’s Annual Report on Internal Control Over Financial Reporting:
Internal
control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief
Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles, and includes those policies and procedures that:
(1) Pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of the assets of the Company;
(2) Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being made only in accordance with authorizations
of management and directors of the Company; and
(3) Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company’s assets that could have a material effect on the
financial statements.
Internal
control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent
limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses
in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion
or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a
timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting
process, and it is possible to design safeguards into the process to reduce, though not eliminate, this risk.
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial
reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in 2013.
Management
assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. Management’s assessment included
an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal
control over financial reporting. Management reviewed the results of its assessment with the Audit Committee.
112
Table of Contents
Based
on this assessment, management determined that, as of December 31, 2024, our internal control over financial reporting was effective
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States of America.
This
annual report does not include an attestation report of our registered independent public accounting firm regarding internal control
over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant
to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
(c)
Changes in Internal Control Over Financial Reporting
There
have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) during the fiscal year ended
December 31, 2024 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
Item
9B. Other information
Amendment
to Amended and Restated Certificate of Incorporation for Reverse Stock Split
At
the Special Meeting of Stockholders (the “Special Meeting”) of the Company held on December 8, 2023, the Company’s
stockholders approved a proposal authorizing an amendment (the “Certificate of Amendment”) to the Company’s Amended
and Restated Certificate of Incorporation, as amended, to effect a one-time reverse stock split of the Company’s outstanding shares
of common stock at a ratio of not less than 1-for-3 and not greater than 1-for-15.
On
December 15, 2023, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment (and also a Certificate
of Correction to Certificate of Amendment to the Amended and Restated Certificate of Incorporation) to effect a one-time reverse stock
split of the Company’s common stock, at a ratio of 1-for-15 (the “Reverse Stock Split”). The Reverse Stock Split was
effective at 5:00 p.m. Eastern Time, after the close of trading on The Nasdaq Capital Market, on December 15, 2023 (the “Effective
Time”). At the Effective Time, every 15 shares of the Company’s issued and outstanding common stock were automatically converted
into one share of common stock, without any change in the par value per share. In addition, proportionate adjustments were made to the
per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, warrants and other convertible
securities, and to the number of shares issued and issuable under the Company’s stock incentive plans.
Rule
10b5-1 Trading Arrangements
During
the year ended December 31, 2024, no director or officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading
arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not
applicable.
113
Table of Contents
PART
III
Item
10. Directors, Executive Officers and Corporate Governance
The
information required by item 10 is incorporated herein by reference from our Proxy Statement, which will be filed with the SEC with respect
to our 2025 Annual Meeting of Stockholders.
We
have adopted a Code of Business Conduct and Ethics that applies to all of our officers, directors, and employees, including our principal
executive officer, principal financial officer, principal accounting officer, and controller, or persons performing similar functions,
which is posted on our website. Our Code of Business Conduct and Ethics is a “code of ethics,” as defined in Item 406(b)
of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Conduct
on our website. The information contained on, or accessible from, our website is not part of this Annual Report on Form 10-K by reference
or otherwise.
Item
11. Executive Compensation
The
information required by item 11 is incorporated herein by reference from our Proxy Statement, which will be filed with the SEC with respect
to our 2025 Annual Meeting of Stockholders.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The
information required by item 12 is incorporated herein by reference from our Proxy Statement, which will be filed with the SEC with respect
to our 2025 Annual Meeting of Stockholders.
Item
13. Certain Relationships and Related Transactions, and Director Independence
The
information required by item 13 is incorporated herein by reference from our Proxy Statement, which will be filed with the SEC with respect
to our 2025 Annual Meeting of Stockholders.
Item
14. Principal Accountant Fees and Services
The
information required by item 14 is incorporated herein by reference from our Proxy Statement, which will be filed with the SEC with respect
to our 2025 Annual Meeting of Stockholders.
114
Table of Contents
PART
IV
Item
15. Exhibits and Financial Statement Schedules
(a) Documents
filed as part of this report are as follows:
(1) See
“Index to Consolidated Financial Statements and Financial Statement Schedules”
at Item 8 of this Annual Report on Form 10-K.
(2) Other
financial statement schedules have not been included because they are not applicable or the
information is included in the financial statements or notes thereto.
(3) The
following is a list of exhibits filed as part of this Annual Report on Form 10-K.
(b) Exhibits:
Exhibit
Number
Description
2.1#
Agreement
for the Sale and Purchase of Certain Assets dated March 10, 2025 by and between Cyclacel
Pharmaceuticals, Inc., Cyclacel Limited, and with Carrie James and James Hopkirk, the liquidators
of Cyclacel Limited (previously filed as Exhibit 2.1 the Registrant’s Current Report
on Form 8-K, originally filed with the SEC on March 14, 2025 and incorporated herein by reference).
3.1
Amended
and Restated Certificate of Incorporation of Cyclacel Pharmaceuticals, Inc. (previously
filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, originally
filed with the SEC on April 1, 2013, and incorporated herein by reference).
3.2
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of Cyclacel Pharmaceuticals, Inc.
(previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K,
originally filed with the SEC on May 27, 2016, and incorporated herein by reference).
3.3
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of Cyclacel Pharmaceuticals, Inc.
(previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K,
originally filed with the SEC on April 14, 2020, and incorporated herein by reference).
3.4
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of Cyclacel Pharmaceuticals, Inc.
(previously filed as Exhibit 3.4 to the Registrant’s Registration Statement on
Form S-1, originally filed with the SEC on January 19, 2024, and incorporated herein
by reference).
3.5
Certificate
of Correction to the Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of Cyclacel Pharmaceuticals, Inc. (previously filed as Exhibit 3.5
to the Registrant’s Registration Statement on Form S-1, originally filed with
the SEC on January 19, 2024, and incorporated herein by reference).
3.6
Second
Amended and Restated Bylaws of Cyclacel Pharmaceuticals, Inc. (previously filed as Exhibit 3.1
to the Registrant’s Current Report on Form 8-K, originally filed with the SEC
on May 7, 2020, and incorporated herein by reference).
3.7
Amendment
No. 1 to the Second Amended and Restated Bylaws of Cyclacel Pharmaceuticals, Inc. (previously
filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, originally
filed with the SEC on November 7, 2023, and incorporated herein by reference).
3.8
Certificate
of Designation of 6% Convertible Exchangeable Preferred Stock (previously filed as Exhibit 3.2
to the Registrant’s Current Report on Form 8-K, originally filed with the SEC
on November 5, 2004, and incorporated herein by reference).
3.9
Certificate
of Designation of Series A Preferred Stock (previously filed as Exhibit 3.5 to
the Registrant’s Registration Statement on Form S-1 (No. 333-218305), originally
filed with the SEC on July 17, 2017, and incorporated herein by reference).
3.10
Certificate
of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred
Stock (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K,
originally filed with the SEC on December 22, 2020, and incorporated herein by reference).
115
Table of Contents
3.11
Certificate
of Designation of Preferences, Rights and Limitations of Series C Preferred Stock (previously
filed as Exhibit 3.1 the Registrant’s Current Report on Form 8-K, originally filed
with the SEC on January 6, 2025 and incorporated herein by reference).
3.12
Certificate
of Designation of Preferences, Rights and Limitations of Series D Preferred Stock (previously
filed as Exhibit 3.2 the Registrant’s Current Report on Form 8-K, originally filed
with the SEC on January 6, 2025 and incorporated herein by reference).
3.13
Amended
and Restated Certificate of Designation of Preferences, Rights and Limitations of Series
C Preferred Stock filed with the Secretary of State of the State of Delaware on February 10,
2025 (previously filed as Exhibit 3.2 the Registrant’s Current Report on Form 8-K,
originally filed with the SEC on February 12, 2025 and incorporated herein by reference).
3.14
Amended
and Restated Certificate of Designation of Preferences, Rights and Limitations of Series
D Convertible Preferred Stock filed with the Secretary of State of the State of Delaware
on February 6, 2025 (previously filed as Exhibit 3.4 the Registrant’s Current
Report on Form 8-K, originally filed with the SEC on February 12, 2025 and incorporated herein
by reference).
3.15
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of Cyclacel Pharmaceuticals,
Inc. filed with the Secretary of State of the State of Delaware on February 10, 2025 (previously
filed as Exhibit 3.5 the Registrant’s Current Report on Form 8-K, originally filed
with the SEC on February 12, 2025 and incorporated herein by reference).
4.1
Specimen
of common stock Certificate (previously filed as Exhibit 4.1 to Registrant’s Registration
Statement on Form S-1, File No. 333-109653, originally filed with the SEC on February 17,
2004, as subsequently amended, and incorporated herein by reference).
4.2
Specimen
of Preferred Stock Certificate of Designation (previously filed as Exhibit 3.2 to Registrant’s
Registration Statement on Form S-1, File No. 333-119585, originally filed with
the SEC on October 21, 2004, as subsequently amended, and incorporated herein by reference).
4.3
Form
of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. common stock (previously filed as Exhibit 4.1 to the
Registrant’s Current Report on Form 8-K, originally filed with the SEC on July 1, 2011, and incorporated herein by
reference).
4.4
Registration
Rights Agreement, dated as of December 14, 2012, by and between the Company and Aspire
Capital Fund, LLC (previously filed as Exhibit 4.1 to the Registrant’s Current
Report on Form 8-K, originally filed with the SEC on December 17, 2012, and incorporated
herein by reference).
4.5
Registration
Rights Agreement, dated November 14, 2013, by and between the Company and Aspire Capital
Fund, LLC (previously filed as Exhibit 4.1 to the Registrant’s Quarterly Report
on Form 10-Q, originally filed with the SEC on November 14, 2013, and incorporated
herein by reference).
4.6
Form
of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc.’s common stock (previously filed as Exhibit 4.3 to the
Registrant’s Registration Statement on Form S-1 (No. 333-218305), originally filed with the SEC on July 17, 2017, and
incorporated herein by reference).
4.7
Form
of Pre-Funded Warrant (previously filed as Exhibit 4.1 to the Registrant’s Current
Report on Form 8-K, originally filed with the SEC on April 24, 2020, and incorporated herein
by reference).
4.8
Form
of Common Warrant (previously filed as Exhibit 4.1 to the Registrant’s Current Report
on Form 8-K, originally filed with the SEC on April 24, 2020, and incorporated herein by
reference).
4.9
Form
of Warrant (previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form
8-K, originally filed with the SEC on December 22, 2020, and incorporated herein by reference).
4.10
Form
of Pre-Funded common stock Purchase Warrant (previously filed as Exhibit 4.1 to the Registrant’s
Current Report on Form 8-K, originally filed with the SEC on December 26, 2023, and incorporated
herein by reference).
4.11
Form
of common stock Purchase Warrant (previously filed as Exhibit 4.2 to the Registrant’s
Current Report on Form 8-K, originally filed with the SEC on December 26, 2023, and incorporated
herein by reference).
4.12*
Description of Securities.
4.13
Form
of Pre-Funded Warrant (previously filed as Exhibit 4.1 the Registrant’s Current Report
on Form 8-K, originally filed with the SEC on May 2, 2024 and incorporated herein by reference)
4.14
Form
of Series A Warrant (previously filed as Exhibit 4.2 the Registrant’s Current Report
on Form 8-K, originally filed with the SEC on May 2, 2024 and incorporated herein by reference)
4.15
Form
of Series B Warrant (previously filed as Exhibit 4.3 the Registrant’s Current Report
on Form 8-K, originally filed with the SEC on May 2, 2024 and incorporated herein by reference)
116
Table of Contents
4.16
Form
of Placement Agent Warrant (previously filed as Exhibit 4.4 the Registrant’s Current
Report on Form 8-K, originally filed with the SEC on May 2, 2024 and incorporated herein
by reference)
4.17
Form
of Series C Warrant (previously filed as Exhibit 4.1 the Registrant’s Current Report
on Form 8-K, originally filed with the SEC on November 15, 2024 and incorporated herein by
reference).
4.18
Form
of Series D Warrant (previously filed as Exhibit 4.2 the Registrant’s Current Report
on Form 8-K, originally filed with the SEC on November 15, 2024 and incorporated herein by
reference).
4.19
Form
of Placement Agent Warrant (previously filed as Exhibit 4.3 the Registrant’s Current
Report on Form 8-K, originally filed with the SEC on November 15, 2024 and incorporated herein
by reference).
4.20
Form
of Pre-Funded Warrant (previously filed as Exhibit 4.1 the Registrant’s Current Report
on Form 8-K, originally filed with the SEC on January 6, 2025 and incorporated herein by
reference).
10.1 †
Amended
and Restated 2006 Equity Incentive Plan (previously filed as Exhibit 10.1 to Registrant’s
Current Report on Form 8-K, originally filed with the SEC on May 24, 2012, and
incorporated herein by reference).
10.2 †
2015
Equity Incentive Plan (previously filed as Exhibit 10.1 to Registrant’s Current
Report on Form 8-K, originally filed with the SEC on May 22, 2015, and incorporated herein
by reference).
10.3 †
Amended
and Restated 2018 Equity Incentive Plan (previously filed as Exhibit 10.1 to Registrant’s
Current Report on Form 8-K originally filed with the SEC on June 14, 2023, and incorporated
herein by reference).
10.4 #
Clinical
Collaboration Agreement by and between Cyclacel Pharmaceuticals, Inc. and the University
of Texas M.D. Anderson Cancer Center dated as of August 21, 2018 (previously filed as
Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2018 and incorporated herein by reference).
10.5
Cyclacel Pharmaceuticals, Inc. 2020 Inducement Equity Incentive Plan (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q, originally filed with the SEC on November 12, 2020, and incorporated herein by reference).
10.6
Form of Stock Option Grant Notice and Stock Option Agreement under the Cyclacel Pharmaceuticals, Inc. 2020 Inducement Equity Incentive Plan (previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 10-Q, originally filed with the SEC on November 12, 2020, and incorporated herein by reference).
10.7
Employment
Agreement between Cyclacel Pharmaceuticals, Inc. and Spiro Rombotis (previously filed as
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with
the SEC on May 4, 2023 and incorporated herein by reference).
10.8
Employment
Agreement between Cyclacel Pharmaceuticals, Inc. and Paul McBarron (previously filed as Exhibit
10.2 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC
on May 4, 2023 and incorporated herein by reference).
10.9
Form
of Indemnification Agreement for directors (previously filed as Exhibit 10.16 to the Registrant’s
Annual Report on Form 10-K/A, originally filed with the SEC on November 29, 2023, and incorporated
herein by reference).
10.10
Placement
Agency Agreement by and between Cyclacel Pharmaceuticals, Inc. and Ladenburg Thalmann &
Co. Inc., dated December 21, 2023 (previously filed as Exhibit 10.1 the Registrant’s
Current Report on Form 8-K, originally filed with the SEC on December 26, 2023 and incorporated
herein by reference).
10.11
Securities
Purchase Agreement by and between Cyclacel Pharmaceuticals, Inc. and the Purchasers, dated
December 21, 2023 (previously filed as Exhibit 10.2 the Registrant’s Current Report
on Form 8-K, originally filed with the SEC on December 26, 2023 and incorporated herein by
reference).
10.12
Securities
Purchase Agreement by and between Cyclacel Pharmaceuticals, Inc. and Spiro Rombotis and Paul
McBarron, dated December 21, 2023 (previously filed as Exhibit 10.3 the Registrant’s
Current Report on Form 8-K, originally filed with the SEC on December 26, 2023 and incorporated
herein by reference).
10.13
Securities
Purchase Agreement, dated as of April 30, 2024, between the Company and the purchaser named
therein (previously filed as Exhibit 10.1 the Registrant’s Current Report on Form 8-K,
originally filed with the SEC on May 2, 2024 and incorporated herein by reference).
10.14
Form
of Registration Rights Agreement, dated as of April 30, 2024, between the Company and the
purchaser named therein (previously filed as Exhibit 10.2 the Registrant’s Current
Report on Form 8-K, originally filed with the SEC on May 2, 2024 and incorporated herein
by reference).
10.15
Warrant
Exercise and Reload Agreement, dated November 13, 2024 (previously filed as Exhibit 10.1
the Registrant’s Current Report on Form 8-K, originally filed with the SEC on November
15, 2024 and incorporated herein by reference).
117
Table of Contents
10.16
Securities
Purchase Agreement, dated as of January 2, 2025, by and between the Company and David Lazar
(previously filed as Exhibit 10.1 the Registrant’s Current Report on Form 8-K, originally
filed with the SEC on January 6, 2025 and incorporated herein by reference).
10.17
Form
of Director Settlement Agreement and Release (previously filed as Exhibit 10.2 the Registrant’s
Current Report on Form 8-K, originally filed with the SEC on January 6, 2025 and incorporated
herein by reference).
10.18
Settlement
and Release Agreement, dated as of January 2, 2025, by and between the Company and Spiro
Rombotis (previously filed as Exhibit 10.3 the Registrant’s Current Report on Form
8-K, originally filed with the SEC on January 6, 2025 and incorporated herein by reference).
10.19
Settlement
and Release Agreement, dated as of January 2, 2025, by and between the Company and Paul McBarron
(previously filed as Exhibit 10.4 the Registrant’s Current Report on Form 8-K, originally
filed with the SEC on January 6, 2025 and incorporated herein by reference).
10.20
Warrant
Exchange Agreement, dated as of January 2, 2025, by and between the Holder and the Company
(previously filed as Exhibit 10.5 the Registrant’s Current Report on Form 8-K, originally
filed with the SEC on January 6, 2025 and incorporated herein by reference).
10.21
Addendum
to Securities Purchase Agreement, dated as of January 9, 2025, by and between the Company
and David Lazar (previously filed as Exhibit 10.1 the Registrant’s Current Report on
Form 8-K, originally filed with the SEC on January 9, 2025 and incorporated herein by reference).
10.22
Securities
Purchase Agreement, dated as of February 4, 2025, between the Company and David Lazar
(previously filed as Exhibit 10.1 the Registrant’s Current Report on Form 8-K, originally
filed with the SEC on February 6, 2025 and incorporated herein by reference).
10.23
Amendment
Agreement, dated as of February 4, 2025, between the Company and Armistice Capital Master
Fund Ltd. (previously filed as Exhibit 10.2 the Registrant’s Current Report on Form
8-K, originally filed with the SEC on February 6, 2025 and incorporated herein by reference).
10.24
Securities
Purchase Agreement, dated as of February 5, 2025, between the Company and Helena Special
Opportunities 1 Ltd. (previously filed as Exhibit 10.3 the Registrant’s Current Report
on Form 8-K, originally filed with the SEC on February 6, 2025 and incorporated herein by
reference).
10.25
Lock-Up
Addendum, dated February 20, 2025, by and between the Company and David Lazar (previously
filed as Exhibit 10.1 the Registrant’s Current Report on Form 8-K, originally filed
with the SEC on February 24, 2025 and incorporated herein by reference).
10.26
Securities
Purchase Agreement dated February 11, 2025 by and between David Elliot Lazar and Doris Wong
Sing Ee (previously filed as Exhibit 10.1 the Registrant’s Current Report on Form 8-K,
originally filed with the SEC on February 27, 2025 and incorporated herein by reference).
10.27
Assignment
and Assumption Agreement dated February 26, 2025 by and between David Elliot Lazar and Doris
Wong Sing Ee (previously filed as Exhibit 10.2 the Registrant’s Current Report on Form
8-K, originally filed with the SEC on February 27, 2025 and incorporated herein by reference).
10.28
Settlement
and Release Agreement dated February 26, 2025 by and between Dr. Samuel Barker and the Company
(previously filed as Exhibit 10.3 the Registrant’s Current Report on Form 8-K, originally
filed with the SEC on February 27, 2025 and incorporated herein by reference).
10.29
Assignment
of Patent Rights Agreement dated March 10, 2025 by and between Cyclacel Pharmaceuticals,
Inc., Cyclacel Limited, and with Carrie James and James Hopkirk, the liquidators of Cyclacel
Limited (previously filed as Exhibit 10.1 the Registrant’s Current Report on Form 8-K,
originally filed with the SEC on March 14, 2025 and incorporated herein by reference).
21
Subsidiaries
of Cyclacel Pharmaceuticals, Inc. (previously filed as Exhibit 21 to the Registrant’s
Annual Report on Form 10-K, originally filed with the SEC on March 26, 2014, and
incorporated herein by reference).
19
Insider Trading Policy
23.1*
Consent of Independent Registered Public Accounting Firm.
31.1 *
Certification
of Datuk Dr. Doris Wong Sing Ee, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification
of Kiu Cu Seng and David Lazar, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification
of Datuk Dr. Doris Wong Sing Ee, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section
1350, Chapter 63 of Title 18, United States Code).
32.2**
Certification
of Kiu Cu Seng and David Lazar, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections(a) and (b) of Section 1350,
Chapter 63 of Title 18, United States Code).
97.1*
Clawback Policy
101
The
following materials from Cyclacel Pharmaceuticals, Inc.’s Annual Report on Form 10-K
for the year ended December 31, 2024, formatted in Inline XBRL (Extensible Business Reporting
Language): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated
Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes
to Condensed Consolidated Financial Statements.
104
Cover
Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
Exhibits:
† Indicates
management compensatory plan, contract or arrangement.
# Confidential
treatment has been granted with respect to certain portions of this exhibit, which portions
have been omitted and filed separately with the Securities and Exchange Commission as part
of an application for confidential treatment pursuant to the Securities and Exchange Act
of 1934, as amended.
* Filed
herewith.
** Furnished
herewith.
118
Table of Contents
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned.
CYCLACEL PHARMACEUTICALS, INC.
Date:
November 26, 2025
By:
/s/
Datuk Dr. Doris Wong Sing Ee
Datuk
Dr. Doris Wong Sing Ee
Chief
Executive Officer
(Principal
Executive Officer)
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/
Datuk Dr. Doris Wong Sing Ee
Chief
Executive Officer,
November
26, 2025
Datuk
Dr. Doris Wong Sing Ee
(Principal
Executive Officer) and Director
/s/
Kiu Cu Seng
Chief
Financial Officer & Secretary,
November
26, 2025
Kiu
Cu Seng
Chief
Financial Officer and Principal
Accounting
Officer, Director
/s/
Inigo Angel Laurduraj
Director
November
26, 2025
Inigo
Angel Laurduraj
/s/
Dr. Satis Waran Nair Krishnan
Director
November
26, 2025
Dr.
Satis Waran Nair Krishnan
/s/
Soon Ping Pappas
Director
November
26, 2025
Soon
Ping Pappas
119