UNITED STATES
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CURRENT REPORT
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Item 4.01. Change in Registrant’s Certifying Accountants
(a) Dismissal of Independent Registered Public Accounting Firm
On August 22, 2025, the Audit Committee of the Board of Directors (the “Audit Committee”) of Cyclacel Pharmaceuticals, Inc. (the “Company”) approved the dismissal of Bush & Associates CPA LLP (“Bush”), as the Company’s independent registered public accounting firm, effective immediately. On August 22, 2025, Bush was informed of such dismissal.
From November 5, 2024 to August 22, 2025, (i) there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304) with Bush on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Bush, would have caused Bush to make reference to the subject matter of such disagreements in connection with its reports on the financial statements for such periods and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K) except that Bush advised the Company that the Company does not currently have sufficient funds to complete development and commercialization and has a limited cash balance as of December 31, 2024. This raises substantial doubt about the Company’s ability to continue as a going concern.
Bush has not discussed the reportable event with the Company’s Audit Committee. The Company has authorized Bush to respond fully to the inquiries of SFAI Malaysia PLT (“SFAI”), as successor auditors, regarding the subject matter of the reportable event.
The Company provided Bush with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested Bush to furnish a letter addressed to the SEC stating whether it agrees with the above statements. A copy of Bush’s letter dated August 27, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Engagement of New Independent Registered Public Accounting Firm
On August 22, 2025, the Audit Committee approved the engagement of SFAI as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, effective August 23, 2025.
During the Company’s two most recent fiscal years ended December 31, 2024 and December 31, 2023 and through the date of this Current Report on Form 8-K, neither the Company nor anyone acting on its behalf consulted with SFAI regarding either: (i) the application of accounting principles to a specific transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that SFAI concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 or a “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 16.1 | Letter of Bush & Associates CPA LLP dated August 27, 2025 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: August 28, 2025 | Cyclacel Pharmaceuticals, Inc. | |
| By: | /s/ Datuk Dr. Doris Wong Sing Ee | |
| Name: | Datuk Dr. Doris Wong Sing Ee | |
| Title: | Chief Executive Officer and Executive Director | |