Insider Exchange: CYCC Director Converts 186,465 Series C Warrants

Rhea-AI Filing Summary

Ong Yee Lung, a director of Cyclacel Pharmaceuticals, filed a Form 4 reporting that on 09/04/2025 he exchanged 186,465 Series C Common Stock Purchase Warrants for 186,465 shares of Common Stock pursuant to a warrant exchange agreement dated the same day. After the transaction, the reporting person beneficially owned 404,465 shares of Cyclacel common stock. The filing is signed and dated by the reporting person and indicates the change resulted from an exchange under the specified agreement.

Positive

• Director disclosed transaction promptly via a signed Form 4 dated 09/04/2025
• 186,465 Series C warrants converted to 186,465 common shares per a warrant exchange agreement
• Post-transaction beneficial ownership reported as 404,465 shares, providing clear ownership figure

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider converted 186,465 warrants into common stock, increasing direct common stock holdings to 404,465 shares.

The transaction is a non-cash, contractual exchange of Series C warrants for common shares, which increases the director's direct common stock position without showing a purchase price paid for the shares. This operation reduces outstanding Series C warrants by the exchanged amount and transfers economic exposure from warrants to common equity for the reporting person. The filing contains clear transaction details and the post-transaction beneficial ownership figure.

Corporate Governance Expert

TL;DR: A director converted warrants to shares via an exchange agreement; disclosure appears complete and timely on Form 4.

The Form 4 discloses the director-level relationship and specifies the warrant exchange agreement date matching the reported transaction date. The filing format and signature indicate compliance with Section 16 reporting requirements. No additional amendments or contingent arrangements are disclosed in this document.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/04/2025		J(1)		186,465	A	(1)	404,465	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Common Stock Warrants	$10.2	09/04/2025		J(1)			186,465	06/20/2025	06/20/2030	Common Stock	186,465	$0.00	31,535	D

Explanation of Responses:

1. Reporting Person exchanged 186,465 Series C Common Stock Purchase Warrants for 186,465 shares of Common Stock pursuant to a warrant exchange agreement dated September 4, 2025.

	/s/ Ong Yee Lung	09/04/2025
	** 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 4 (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 transaction did Ong Yee Lung report on Form 4 for Cyclacel (CYCC)?

The report states he exchanged 186,465 Series C Common Stock Purchase Warrants for 186,465 shares of Common Stock on 09/04/2025 pursuant to a warrant exchange agreement.

How many shares does the reporting person beneficially own after the transaction?

Following the reported transaction, the reporting person beneficially owned 404,465 shares of Cyclacel common stock.

What is the relationship of the reporting person to Cyclacel?

The Form 4 lists the reporting person, Ong Yee Lung, as a Director of the issuer.

When was the Form 4 signed and filed?

The filing is signed by the reporting person and dated 09/04/2025.

Did the Form 4 disclose any cash purchase price for the shares?

No cash purchase price is disclosed; the filing describes an exchange of warrants for common shares under a warrant exchange agreement.