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

Rhea-AI Filing Summary

Schedule 13D/A (Amendment 1) for Cyclacel Pharmaceuticals (CYCC, CYCCP) updates the beneficial ownership of former CEO David E. Lazar.

• Current stake: 129,629 common shares, representing 8.18% of the 1,583,965 shares outstanding as of 10 Jul 2025.
• Recent corporate actions: Cyclacel effected a 1-for-15 reverse stock split on 7 Jul 2025; share numbers in this filing are post-split.
• Ownership changes: On 26 Feb 2025 Lazar converted his preferred stock to common and sold 194,628,820 common shares (pre-split) to a third-party investor. Earlier filings overstated the preferred shares he retained; this amendment corrects that error.
• Governance update: Lazar resigned as Chief Executive Officer effective 2 Apr 2025 but remains a significant shareholder with sole voting and dispositive power over the reported shares.

No group affiliation, financing source identified as PF (personal funds), and no legal proceedings or additional arrangements beyond those disclosed.

Positive

• Clarifies actual insider ownership after prior reporting error, improving transparency
• No pending legal proceedings or adverse arrangements disclosed

Negative

• Former CEO sold a large block (194.6 M pre-split shares), signaling reduced long-term commitment
• Resignation of CEO may diminish management-shareholder alignment and raises succession considerations

Insights

Corporate Governance Expert

TL;DR: Ex-CEO still holds 8.18% but has exited management, slightly weakening insider alignment.

Lazar’s resignation removes day-to-day influence while his stake drops to a sub-10% level, limiting his ability to block corporate actions that require majority or super-majority consent. Investors lose a management-level insider yet retain a sizeable shareholder whose interests remain financially aligned. The correction of prior mis-reporting improves disclosure reliability but signals no new capital commitments. Overall impact on control dynamics is modest; board composition and new leadership now matter more.

Securities Analyst

TL;DR: Filing largely informational; market impact likely muted unless further sales occur.

The amendment confirms Lazar’s post-split holding and documents a large February divestiture. With sole voting power over only 8.18%, he no longer qualifies as a control person. Liquidity risk rises slightly if he elects to sell remaining shares, but the position is small relative to daily trading volume. No financial or operational data are included; thus, valuation drivers remain unchanged. Disclosure accuracy improves, limiting regulatory risk.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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)

07/30/2025

(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 129,629.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 129,629.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

129,629.00

12

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

13

Percent of class represented by amount in Row (11)

8.18 %

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. 1 to the Schedule 13D filed by the undersigned ("Amendment No. 1). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: The Reporting Person resigned as Chief Executive Officer of the Issuer effective as of April 2, 2025.
Item 5.	Interest in Securities of the Issuer
(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 1, 2025, the Reporting Person beneficially owned 129,629 Shares. Percentage: Approximately 8.18%
(b)	Item 5(b) is hereby amended and restated as follows: 1. Sole power to vote or direct vote: 129,629 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 129,629 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 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: The number Shares owned by the Reporting Person in this Amendment No. 1 is reflective of a 1-for-15 reverse stock split effected by the Issuer on July 7, 2025 (the "Reverse Stock Split"). On February 26, 2025, the Reporting Person (i) converted his shares of Preferred Stock into Shares of common stock of the Issuer pursuant to the conversion terms set forth above and (ii) sold 194,628,820 shares of Common Stock to a third party investor in a private transaction (the "February Sale"). Due to a ministerial error, the original Schedule 13D filed by the Reporting Person on February 28, 2025 inadvertently reported that the Reporting Person retained a total of 354,738 shares of Series D Preferred Stock following the February Sale, which had already been converted into 162,588 shares of Common Stock (after giving effect to the Reverse Stock Split) as of such date.
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:	08/04/2025

FAQ

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

He beneficially owns 129,629 common shares, equal to 8.18 % of shares outstanding.

Why was this Schedule 13D amended?

To correct a prior miscount of preferred shares, reflect a 1-for-15 reverse split, and update Lazar’s holdings after a February 2025 sale.

Did David E. Lazar resign from Cyclacel?

Yes, he resigned as CEO on 2 Apr 2025 but remains a significant shareholder.

What transaction reduced Lazar’s stake?

On 26 Feb 2025 he converted preferred shares and sold 194,628,820 common shares (pre-split) in a private deal.

Does Lazar share voting or dispositive power with others?

No. He has sole voting and dispositive power over all reported shares.