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

Rhea-AI Filing Summary

Cyclacel Pharmaceuticals reporting persons Armistice Capital, LLC and Steven Boyd state they do not beneficially own any shares of Cyclacel common stock. The filing discloses 0 shares and 0% ownership, and explains that Armistice Capital acts as investment manager for Armistice Capital Master Fund Ltd., which is the direct holder of the shares. The statement clarifies that the Master Fund disclaims beneficial ownership because it lacks voting and dispositive power under its investment management agreement, while Armistice and Mr. Boyd may be deemed to possess voting and investment power through that agreement. The ownership percentages are calculated using 1,583,965 shares reported outstanding in the issuer's S-1.

Positive

• Clear disclosure of ownership status and the investment manager / master fund relationship
• States 0 shares and 0% beneficial ownership using the issuer's reported 1,583,965 share base

Negative

• None.

Insights

Financial Analyst

TL;DR: Reporting persons disclose no beneficial ownership; relationship with the Master Fund explains voting/investment power.

The filing is a straightforward Section 13G/A disclosure showing 0 shares (0%) beneficially owned by Armistice Capital and Steven Boyd while documenting an investment management relationship with the Master Fund, the actual record holder. For investors, the filing signals there is no active ownership stake attributed to these reporting persons for proxy or takeover implications. The disclosure reduces ambiguity by stating the Master Fund's disclaimer of beneficial ownership due to contractual limits on voting/disposition, while Armistice and its managing member acknowledge potential deemed power via the investment management agreement.

Corporate Governance Expert

TL;DR: Governance disclosure is compliant and clarifies allocation of control versus legal ownership.

The Schedule 13G/A properly separates legal record ownership (Master Fund) from potential deemed beneficial ownership by the investment manager and its managing member. This distinction is important for governance transparency: although the Master Fund holds the shares, contractual delegation of voting and dispositive authority to Armistice creates the appearance of control that the filing addresses by noting the Master Fund's disclaimer. There are no indications of an intent to influence company control based on the reported zero beneficial ownership.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Cyclacel Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

23254L876

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 23254L876

1

Names of Reporting Persons

Armistice Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 23254L876

1

Names of Reporting Persons

Steven Boyd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Cyclacel Pharmaceuticals, Inc.
(b)	Address of issuer's principal executive offices: 200 CONNELL DRIVE, SUITE 1500, BERKELEY HEIGHTS, NJ, 07922
Item 2.
(a)	Name of person filing: Armistice Capital, LLC Steven Boyd Collectively, the "Reporting Persons"
(b)	Address or principal business office or, if none, residence: Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America
(c)	Citizenship: Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 23254L876
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 0
(b)	Percent of class: 0 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 0 The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on 1,583,965 Shares outstanding as of July 10, 2025, as reported on the Issuer's Form S-1 filed with the Securities and Exchange Commission on July 31, 2025. Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Armistice Capital, LLC

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd - Managing Member
Date:	08/14/2025

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	08/14/2025

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: August 14, 2025 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd

FAQ

What does the Schedule 13G/A filed for Cyclacel Pharmaceuticals (CYCCP) disclose about ownership?

The filing states the reporting persons beneficially own 0 shares representing 0% of the class.

Who are the reporting persons named in the Cyclacel Schedule 13G/A?

The reporting persons are Armistice Capital, LLC and Steven Boyd (the managing member).

Why does the filing mention Armistice Capital Master Fund Ltd.?

The Master Fund is the direct holder of the shares; Armistice Capital is its investment manager and exercises voting and investment power under an investment management agreement.

Does the Master Fund claim beneficial ownership in the filing?

No; the Master Fund expressly disclaims beneficial ownership of the securities it directly holds due to its lack of voting and dispositive power under the investment management agreement.

What share base is used to calculate the percentage ownership?

The filing uses a share count of 1,583,965 shares outstanding as reported in the issuer's S-1 to compute percentages.