UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amended Series F Convertible Preferred Stock Certificate of Designation
On July 28, 2025, after obtaining the approval of the Board of Directors and majority stockholder of Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”) as disclosed in the Company’s Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on July 7, 2025 (the “Schedule 14C”), the Company filed an Amended and Restated Certificate of Designations, Preferences, Rights and Limitations of Series F Convertible Preferred Stock (the “Restated Certificate of Designation”) with the Secretary of State of the State of Delaware. The Restated Certificate of Designation became effective upon filing.
As described in the Schedule 14C, the Series F Certificate of Designation provided that the Series F Convertible Preferred Stock could not be converted or voted in a manner that would result in the holder or his or her transferees or their affiliates holding or voting more than the lower of (i) the maximum percentage of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of the Series F Convertible Preferred Stock that could be issued to the holder without requiring a vote of the stockholders of the Company under the rules and regulations of The Nasdaq Capital Market, and (ii) 4.99% of the number of shares of common stock outstanding immediately before the original issue date (the “Series F Ownership Limitation”), prior to the date that the Company’s stockholders approved the issuance of shares of common stock to the holder thereof. The Restated Certificate of Designation removes such Series F Ownership Limitation so that the shares of Series F Convertible Preferred Stock may be converted and voted without regard to such Series F Ownership Limitation.
Except for the removal of the Series F Ownership Limitation, the Restated Certificate of Designation does not make any other changes to the Series F Certificate of Designation.
A copy of the Restated Certificate of Designation is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 3.1 | Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series F Preferred Stock filed with the Secretary of State of the State of Delaware on July 28, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
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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: July 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 | |
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