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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
August
13, 2025
Date
of Report (date of earliest event reported)

Cyclacel
Pharmaceuticals, Inc.
(Exact
name of Registrant as specified in its charter)
Delaware |
|
0-50626 |
|
91-1707622 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
Level
10, Tower 11, Avenue 5, No. 8
Jalan
Kerinchi, Kuala Lumpur, Malaysia 592000
(Address
of principal executive offices) (Zip code)
(908)
517-7330
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☒ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common Stock, par value
$0.001 per share |
|
CYCC |
|
The Nasdaq Capital Market
|
Preferred Stock, $0.001
par value |
|
CYCCP |
|
The Nasdaq Capital Market
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.02. Results of Operations and Financial Condition.
and
Item
7.01. Regulation FD Disclosure.
The
following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01,
“Regulation FD Disclosure”, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On
August 13, 2025, Cyclacel Pharmaceuticals Inc. issued a press release setting forth its second quarter 2025 results. A copy of the press
release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item
9.01. Financial Statements and Exhibits.
Exhibit
No. |
|
Exhibit |
99.1 |
|
Press Release of Cyclacel Pharmaceuticals Inc. dated August 13, 2025. |
104 |
|
Cover Page Interactive
Data File (embedded within the 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 13, 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 |