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

Rhea-AI Filing Summary

Ong Yee Lung, a director of Cyclacel Pharmaceuticals, Inc., filed an initial Form 3 reporting direct ownership of 218,000 shares of the company’s common stock and receipt of three series of common stock purchase warrants (Series A, B and C), each exercisable into 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 these warrants were issued under a securities purchase agreement dated 06/20/2025. A previously applicable 4.99% beneficial ownership limitation under each warrant was removed effective 09/01/2025.

Positive

• Director acquired direct ownership of 218,000 common shares, disclosed in an initial Form 3
• Received Series A, B, and C warrants each exercisable into 218,000 shares with defined exercise prices
• Removal of 4.99% beneficial ownership limitation under each warrant effective 09/01/2025, as disclosed

Negative

• None.

Insights

Securities Analyst

TL;DR Director Ong reported an initial direct stake and multiple warrants; beneficial-ownership caps on the warrants were removed.

This Form 3 documents a director-level insider acquiring 218,000 common shares and three parallel series of warrants, each exercisable into 218,000 shares at specified prices and exercisable beginning 06/20/2025 through 06/20/2030. The removal of a 4.99% beneficial ownership limitation on 09/01/2025 means the warrants no longer contain that exercise cap. For investors, this clarifies an insider’s potential to increase economic exposure, and it completes the Section 16 initial reporting obligation.

Corporate Governance Specialist

TL;DR Initial insider disclosure shows grant of equity and warrants with cap removal; filing is routine but relevant to insider holdings.

The disclosure is a standard Section 16 filing indicating that a director is a beneficial owner of shares and multiple warrant tranches issued under a June 20, 2025 purchase agreement. The explicit statement that the 4.99% beneficial ownership limitation was removed on September 1, 2025 is a material structural change to the warrants' terms disclosed here. This filing fulfills reporting requirements and provides transparency about the director’s current direct holdings and warrant terms.

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^*

Ong Yee Lung

(Last) (First) (Middle)

9 JALAN LAWA 3 TAMAN PELANGI

INDAH ULU TIRAM

(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. Ong 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/ Ong Yee Lung	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 CYCCP Form 3 filed by Ong Yee Lung disclose?

It discloses direct ownership of 218,000 common shares and receipt of Series A, B and C warrants, each exercisable into 218,000 shares.

What are the exercise prices and exercisability dates for the warrants?

The warrants are exercisable beginning 06/20/2025, expiring 06/20/2030, with exercise prices of $7.65, $9.00 and $10.20 for Series A, B and C respectively.

When was the 4.99% beneficial ownership limitation removed?

The filing states the 4.99% beneficial ownership limitation under each warrant was removed effective 09/01/2025.

Was this an initial or amended Section 16 filing?

This is an initial Form 3 reporting the reporting person’s beneficial ownership following the securities purchase agreement dated 06/20/2025.