SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Cyclacel Pharmaceuticals, Inc. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
23254L801 (CUSIP Number) |
DAVID E. LAZAR 44, Tower 100, The Towers, Winston Churchill Panama City, R1, 07196 646-768-8417 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/30/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | 23254L801 |
1 |
Name of reporting person
Lazar David E. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
PF | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
ISRAEL
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
129,629.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
8.18 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Stock, $0.001 par value | |
(b) | Name of Issuer:
Cyclacel Pharmaceuticals, Inc. | |
(c) | Address of Issuer's Principal Executive Offices:
200 CONNELL DRIVE, SUITE 1500, BERKELEY HEIGHTS,
NEW JERSEY
, 07922. | |
Item 1 Comment:
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. | ||
Item 4. | Purpose of Transaction | |
Item 4 is hereby amended to add the following:
The Reporting Person resigned as Chief Executive Officer of the Issuer effective as of April 2, 2025. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Item 5(a) is hereby amended and restated as follows:
The aggregate percentage of Shares owned by the Reporting Person is based upon 1,583,965 shares of Common Stock outstanding as of July 10, 2025, as reported in the Issuer's Registration Statement on Form S-1, which was filed with the Securities and Exchange Commission on July 30, 2025.
As of the close of business on August 1, 2025, the Reporting Person beneficially owned 129,629 Shares.
Percentage: Approximately 8.18% | |
(b) | Item 5(b) is hereby amended and restated as follows:
1. Sole power to vote or direct vote: 129,629
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 129,629
4. Shared power to dispose or direct the disposition: 0 | |
(c) | Item 5(c) is hereby amended and restated as follows:
The transactions in the Shares by the Reporting Persons during the past sixty days are set forth in more detail in Exhibit 1 and are incorporated herein by reference. | |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended to add the following:
The number Shares owned by the Reporting Person in this Amendment No. 1 is reflective of a 1-for-15 reverse stock split effected by the Issuer on July 7, 2025 (the "Reverse Stock Split").
On February 26, 2025, the Reporting Person (i) converted his shares of Preferred Stock into Shares of common stock of the Issuer pursuant to the conversion terms set forth above and (ii) sold 194,628,820 shares of Common Stock to a third party investor in a private transaction (the "February Sale"). Due to a ministerial error, the original Schedule 13D filed by the Reporting Person on February 28, 2025 inadvertently reported that the Reporting Person retained a total of 354,738 shares of Series D Preferred Stock following the February Sale, which had already been converted into 162,588 shares of Common Stock (after giving effect to the Reverse Stock Split) as of such date. | ||
Item 7. | Material to be Filed as Exhibits. | |
1 - Transactions in the Securities |
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.
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