[Form 3] Cyclacel Pharmaceuticals, Inc. 6% Cnvrtbl. Prfrd. Stock Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Kua Khai Loon, a director of Cyclacel Pharmaceuticals, Inc., reported initial beneficial ownership after a securities purchase agreement dated June 20, 2025. He directly acquired 218,000 shares of the company's common stock and received three tranches of common stock purchase warrants (Series A, B and C), each exercisable to purchase 218,000 shares. Each warrant became exercisable on 06/20/2025 and expires on 06/20/2030 with exercise prices of $7.65, $9.00, and $10.20, respectively. The filing states the 4.99% beneficial ownership limitation under each warrant was removed on 09/01/2025. The Form 3 indicates the reporting person filed as an individual and is identified as a director.

Positive

• Director disclosure completed: Form 3 filed reporting holdings and warrants in compliance with Section 16.
• Defined warrant economics: Each warrant series has clear exercise prices and expiration dates ($7.65, $9.00, $10.20; expiring 06/20/2030).
• Removal of 4.99% limitation: The filing explicitly states the beneficial ownership cap under each warrant was removed on 09/01/2025.

Negative

• Potential dilution present: Three warrant series each cover 218,000 shares, which could increase outstanding shares if exercised.
• No percentage ownership disclosed: The filing does not state what portion of total shares the reported holdings represent, limiting context for materiality assessment.

Insights

Corporate Governance Expert

TL;DR: Director reports direct equity and multiple warrants with removal of 4.99% cap, increasing potential voting/ownership flexibility.

The filing documents a director-level acquisition of 218,000 common shares and three sets of warrants each covering 218,000 shares. All warrants are exercisable from 06/20/2025 and expire on 06/20/2030, with stated exercise prices. The explicit removal of the 4.99% beneficial ownership limitation as of 09/01/2025 is notable because it changes the contractual cap on how many shares the warrants can convert into for that holder. The Form 3 is properly filed as the initial statement for a reporting director, meeting Section 16 disclosure requirements.

Securities Analyst

TL;DR: Director holds equity plus three warrant series with defined exercise prices and dates; sale agreement dated 06/20/2025 underlies the positions.

The report specifies the positions arose from a securities purchase agreement dated 06/20/2025. It lists direct ownership of common stock and three warrant series exercisable into identical share amounts. Each warrant series shows a clear exercise price ($7.65, $9.00, $10.20) and a common expiration of 06/20/2030. The removal of the 4.99% beneficial ownership limitation on 09/01/2025 is an explicit contractual change documented in the filing. The disclosure is specific and punctual; no other financial metrics are provided.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kua Khai Loon

(Last) (First) (Middle)

NO 28 JALAN EKOFLORA 1/13 TAMAN EKOFLORA

(Street)

JOHOR BAHRU N8 81100

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2025

3. Issuer Name and Ticker or Trading Symbol
Cyclacel Pharmaceuticals, Inc. [ CYCC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	218,000(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Common Stock Warrants	06/20/2025(1)	06/20/2030	Common Stock	218,000	$7.65	D
Series B Common Stock Warrants	06/20/2025(1)	06/20/2030	Common Stock	218,000	$9	D
Series C Common Stock Warrants	06/20/2025(1)	06/20/2030	Common Stock	218,000	$10.2	D

Explanation of Responses:

1. In connection with a securities purchase agreement dated June 20, 2025, Mr. Kua acquired 218,000 shares of the Company's common stock. He also received series A, series B and series C common stock purchase warrants to each purchase 218,000 shares of the Company's common stock, respectively. The beneficial ownership limitation of 4.99% under each such warrant was removed on September 1, 2025.

	/s/ Kua Khai Loon	09/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Cyclacel (CYCCP) Form 3 disclose about Kua Khai Loon's holdings?

The Form 3 reports 218,000 shares of common stock owned directly and three warrant series each exercisable for 218,000 shares.

When are the warrants exercisable and when do they expire?

All three warrant series are exercisable on 06/20/2025 and expire on 06/20/2030 according to the filing.

What are the exercise prices for the Series A, B and C warrants?

The filing lists exercise prices of $7.65 for Series A, $9.00 for Series B, and $10.20 for Series C.

What change to beneficial ownership limitations was reported?

The Form 3 states the 4.99% beneficial ownership limitation under each warrant was removed on 09/01/2025.

What transaction gave rise to these holdings?

The holdings arose from a securities purchase agreement dated 06/20/2025, as stated in the filing.