Cyclacel (CYCC) Insider Converts 186,465 Series C Warrants to Stock

Rhea-AI Filing Summary

Yap Kim Choy, a director of Cyclacel Pharmaceuticals, Inc. (CYCC), exchanged Series C Common Stock Purchase Warrants for common shares on September 4, 2025. The reporting person exchanged 186,465 Series C warrants under a warrant exchange agreement dated September 4, 2025 and received 186,465 shares of Common Stock in return. After the transaction, the reporting person beneficially owned 404,465 shares of Common Stock and held 31,535 Series C warrants remaining. The filing is a Section 16 Form 4 reporting this non-derivative acquisition and related derivative changes.

Insights

Financial Analyst

TL;DR: Insider converted 186,465 warrants into the same number of common shares, increasing direct common holdings.

The exchange converts derivative exposure into direct equity, increasing the reporting person’s common stock stake to 404,465 shares. This reduces outstanding personal warrant exposure to 31,535 warrants. The transaction appears to be executed under a warrant exchange agreement dated September 4, 2025, and is recorded as a Section 16 transaction. On its face this is a routine ownership conversion rather than a cash purchase or sale; it alters the insider’s mix of equity and derivative instruments but does not by itself disclose proceeds, valuation changes, or broader corporate actions.

Corporate Governance Expert

TL;DR: Director completed a contractual warrant-for-stock exchange; disclosure is timely and complies with Section 16 reporting.

The Form 4 shows a director-level insider converting warrants into common shares pursuant to a warrant exchange agreement dated 09/04/2025. The filing is signed and reports the change in beneficial ownership (Common Stock ownership of 404,465 shares post-transaction). From a governance and disclosure standpoint, the form provides the essential facts required by Section 16 without additional qualifiers. The filing does not indicate any amendment or voided reporting; it is a straightforward report of an exchange transaction.

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
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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^*

Yap Kim Choy

(Last) (First) (Middle)

18-25-3A THE WHARF RESIDENCE

TAMAN PUCHONG PRIMA

(Street)

PUCHONG N8 47200

(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/ Yap Kim Choy	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 did Yap Kim Choy report on Form 4 for CYCC?

The Form 4 reports that Yap Kim Choy exchanged 186,465 Series C warrants for 186,465 shares of Common Stock on 09/04/2025 and now beneficially owns 404,465 shares.

How many Series C warrants does the reporting person hold after the transaction?

After the exchange the reporting person holds 31,535 Series C warrants as reported on the Form 4.

Was the transaction executed under an agreement?

Yes. The filing states the exchange was pursuant to a warrant exchange agreement dated September 4, 2025.

Does the Form 4 show any cash price received or paid for the transaction?

No. The Form 4 shows an exchange of warrants for common shares and does not disclose any cash proceeds or purchase price.

What is the reporting person’s relationship to Cyclacel Pharmaceuticals?

The Form 4 identifies Yap Kim Choy as a Director of Cyclacel Pharmaceuticals, Inc.