[SCHEDULE 13D/A] Cyclacel Pharmaceuticals, Inc. 6% Cnvrtbl. Prfrd. Stock SEC Filing

Rhea-AI Filing Summary

On 08/08/2025, investor David E. Lazar filed Amendment No. 2 to Schedule 13D for Cyclacel Pharmaceuticals, Inc. (CUSIP 23254L801). The filing states that, as of the close of business 08/05/2025, Lazar no longer beneficially owns any shares of Cyclacel’s common stock. Based on the company’s reported 1,583,965 shares outstanding as of 07/10/2025 (per the 07/30/2025 Form S-1), his ownership is now 0 shares / 0 %.

Accordingly, this amendment is designated as a final “exit” filing; all voting and dispositive powers are listed as zero. Exhibit 1 (not included here) details transactions within the past 60 days, but the cover page confirms that no shares remain. No other material agreements, legal proceedings, or changes were disclosed.

Positive

• None.

Negative

• Former 13-D filer David E. Lazar reduced his Cyclacel holdings to 0 %, filing a final exit Schedule 13D.

Insights

Corporate Governance Analyst

TL;DR: Compliance exit filing; insider now at 0 %—informative but operationally neutral.

Lazar’s amendment satisfies Section 13-D requirements by updating ownership to 0 %. The exit removes a previously reporting holder, reducing transparency on any future activity but also eliminating overhang concerns tied to his stake. Governance impact is limited; board composition and control remain unchanged. Overall, it is a routine regulatory disclosure without strategic ramifications.

Portfolio Manager

TL;DR: Full liquidation of insider stake—sentiment mildly negative, signals lack of conviction.

From a trading lens, a complete divestiture by a former 13-D filer can pressure sentiment, especially for thin-float names like Cyclacel (≈1.6 M shares outstanding). While no sale details are given here, the absence of any remaining position may suggest diminished confidence or profit-taking. Short-term price volatility is possible, but long-term fundamentals remain untouched.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Cyclacel Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

23254L801

(CUSIP Number)

DAVID E. LAZAR
44, Tower 100, The Towers, Winston Churchill
Panama City, R1, 07196
646-768-8417

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/05/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 23254L801

1

Name of reporting person

Lazar David E.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value
(b)	Name of Issuer: Cyclacel Pharmaceuticals, Inc.
(c)	Address of Issuer's Principal Executive Offices: 200 CONNELL DRIVE, SUITE 1500, BERKELEY HEIGHTS, NEW JERSEY , 07922.
Item 1 Comment: The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned ("Amendment No. 2). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. As a result of the transactions described herein, the filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Person.
Item 2.	Identity and Background
(a)	Item 5(a) is hereby amended and restated as follows: The aggregate percentage of Shares owned by the Reporting Person is based upon 1,583,965 shares of Common Stock outstanding as of July 10, 2025, as reported in the Issuer's Registration Statement on Form S-1, which was filed with the Securities and Exchange Commission on July 30, 2025. As of the close of business on August 5, 2025, the Reporting Person did not beneficially own any Shares. Percentage: 0%
(b)	Item 5(b) is hereby amended and restated as follows: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 0
(c)	Item 5(c) is hereby amended and restated as follows: The transactions in the Shares by the Reporting Persons during the past sixty days are set forth in more detail in Exhibit 1 and are incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	1 - Transactions in the Securities

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Lazar David E.

Signature:	/s/ David E. Lazar
Name/Title:	David E. Lazar
Date:	08/08/2025

FAQ

Why did David E. Lazar file Amendment No. 2 to Schedule 13D for CYCCP?

Because he has fully exited his position, now owning 0 shares and 0 % of Cyclacel, requiring an "exit" amendment.

How many Cyclacel shares does David E. Lazar currently own?

The filing reports 0 shares beneficially owned as of 08/05/2025.

What percentage of Cyclacel’s outstanding shares does Lazar hold after the transaction?

He holds 0 % of the 1,583,965 shares outstanding.

What is the outstanding share count referenced in the filing?

The amendment cites 1,583,965 common shares outstanding as of 07/10/2025.

Does Amendment No. 2 represent the final Schedule 13D filing for Lazar?

Yes. The document states it is the final amendment and constitutes an exit filing.

When did the ownership change become reportable?

The reportable event date is 08/05/2025, the day Lazar’s ownership dropped to zero.