[Form 4] Cyclacel Pharmaceuticals, Inc. 6% Cnvrtbl. Prfrd. Stock Insider Trading Activity

Rhea-AI Filing Summary

Kua Khai Loon, a director of Cyclacel Pharmaceuticals, Inc. (ticker CYCC), reported on 09/04/2025 that he exchanged 186,465 Series C Common Stock Purchase Warrants for 186,465 shares of common stock under a warrant exchange agreement. After the transaction he beneficially owns 404,465 shares of common stock and directly holds 31,535 Series C warrants remaining. The filing indicates the exchange was recorded under transaction code J(1) and shows the warrants had a $10.20 conversion/exercise price and expire on 06/20/2030. This Form 4 documents the insider conversion of derivative securities into common equity.

Positive

• Executed warrant exchange converting 186,465 Series C warrants into 186,465 common shares, increasing direct common ownership to 404,465 shares
• Clear disclosure with explanation and signature, showing compliance with Section 16 reporting requirements

Negative

• Reduction in derivative holdings: the reporting person now holds only 31,535 Series C warrants after the exchange
• No information provided on whether the exchanged shares were subsequently sold or subject to transfer restrictions

Insights

Financial Analyst

TL;DR: Director converted warrants into common stock, increasing direct common holdings while reducing warrant count.

The reported exchange of 186,465 Series C warrants for an equal number of common shares increases the reporting persons direct common stock stake to 404,465 shares, while leaving 31,535 warrants outstanding directly. This is a non-cash ownership reclassification from derivative to underlying shares under a warrant exchange agreement and is recorded with transaction code J(1). For investors, the change modestly increases direct common share count held by an insider but does not, by itself, provide information on proceeds, market sales, or broader corporate financing plans.

Corporate Governance Expert

TL;DR: Routine insider conversion, documented properly; shows alignment toward holding common shares versus warrants.

The Form 4 discloses a compliant, signed insider report of a warrant-for-share exchange executed on 09/04/2025. The filing lists the directors address, relationship to the issuer, and resulting beneficial ownership figures. The use of code J(1) and the explicit explanation satisfy disclosure norms. The record does not indicate any sales or transfers beyond the exchange, and it identifies the remaining warrant position of 31,535 units expiring 06/20/2030.

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^*

Kua Khai Loon

(Last) (First) (Middle)

NO 28 JALAN EKOFLORA

1/13 TAMAN EKOFLORA

(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

	/s/ Kua Khai Loon	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 Kua Khai Loon report on Form 4 for CYCC?

The director reported exchanging 186,465 Series C warrants for 186,465 common shares on 09/04/2025, resulting in 404,465 common shares beneficially owned.

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

The filing shows 31,535 Series C warrants remain directly held by the reporting person.

What was the exercise/conversion price and expiration date of the warrants exchanged?

The Series C warrants had a stated conversion/exercise price of $10.20 and an expiration date of 06/20/2030.

Did the Form 4 indicate any sale of shares following the exchange?

No; the Form 4 records an exchange of warrants for common shares and does not report any subsequent sale of the acquired shares.

What transaction code was used in the filing?

The transaction is reported with code J(1), indicating an exchange or conversion transaction as explained in the form.