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

Rhea-AI Filing Summary

Cyclacel Pharmaceuticals, Inc. director Yap Kim Choy filed an Initial Statement of Beneficial Ownership (Form 3) disclosing an acquisition tied to a June 20, 2025 securities purchase agreement. Mr. Yap acquired 218,000 shares of common stock and received three separate warrant series (Series A, B and C), each to purchase 218,000 shares. The warrants became exercisable on 06/20/2025 and expire 06/20/2030 with exercise prices of $7.65, $9.00 and $10.20, respectively. A beneficial ownership limitation of 4.99% under each warrant was removed on 09/01/2025. The Form 3 lists Mr. Yap as a director and reports direct ownership of the disclosed securities.

Positive

• Director-level insider acquisition disclosed: 218,000 common shares directly owned
• Warrants detailed with terms: Series A/B/C each exercisable 06/20/2025, expiring 06/20/2030 at $7.65, $9.00 and $10.20
• Beneficial ownership cap removed: 4.99% limitation under each warrant removed on 09/01/2025

Negative

• None.

Insights

Financial Analyst

TL;DR: Director acquired equity and sizable warrants with defined exercise prices and removal of a 4.99% ownership cap.

The filing documents a director-level insider taking a direct equity position of 218,000 common shares and receiving three warrant tranches each covering 218,000 shares. The warrants are exercisable starting 06/20/2025 and expire 06/20/2030 at exercise prices of $7.65, $9.00 and $10.20. Removal of the 4.99% beneficial ownership cap on 09/01/2025 may allow full exercise without the prior limitation. For analysts, the key quantifiable items are share counts, strike prices and expiration dates; the filing does not disclose consideration paid or the economic intent behind the acquisition, so valuation or dilution impact cannot be assessed from this document alone.

Corporate Governance Expert

TL;DR: Routine Section 16 filing shows a director's initial ownership and warrant awards; disclosure is timely and complete on face.

The Form 3 fulfills initial insider reporting requirements by identifying the reporting person as a director and listing direct holdings and derivative instruments with dates, strikes and expirations. The explicit removal of the 4.99% beneficial ownership limitation on 09/01/2025 is material to the legal exercisability of the warrants. The filing does not indicate any related-party approvals, board actions, or changes to governance policies, so governance implications are limited to standard insider disclosure practices.

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^*

Yap Kim Choy

(Last) (First) (Middle)

18-25-3A THE WHARF RESIDENCE

TAMAN PUCHONG PRIMA

(Street)

PUCHONG N8 47200

(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. Yap 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/ Yap Kim Choy	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 Form 3 filed for Cyclacel Pharmaceuticals (symbol CYCCP) disclose?

The Form 3 discloses that director Yap Kim Choy acquired 218,000 common shares and received Series A, B and C warrants each to purchase 218,000 shares.

When are the warrants exercisable and when do they expire?

All three warrant series are listed as exercisable on 06/20/2025 and expire on 06/20/2030.

What are the exercise prices for the warrants reported on the Form 3?

The exercise prices are $7.65 for Series A, $9.00 for Series B and $10.20 for Series C.

Was there any restriction on exercising the warrants?

A 4.99% beneficial ownership limitation under each warrant was removed on 09/01/2025, per the filing.

What is the reporter's relationship to the issuer?

The Form 3 identifies the reporting person, Yap Kim Choy, as a Director of Cyclacel Pharmaceuticals.