Cyclacel Pharmaceuticals (CYCC) Form 3 Cyclacel Pharmaceuticals / David E. Lazar ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lazar David E.

(Last) (First) (Middle)

PH THE TOWERS, TOWER 200, 30B

WINSTON CHURCHILL, PAITILLA

(Street)

PANAMA CITY R1 07196

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/02/2025

3. Issuer Name and Ticker or Trading Symbol
Cyclacel Pharmaceuticals, Inc. [ CYCC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Convertible Preferred Stock(2)(3)	01/02/2025	(4)	Common Stock	2,650,000	(5)	D

Explanation of Responses:

1. No shares of Common Stock are beneficially owned.

2. On January 2, 2025, David E. Lazar (the "Reporting Person") and Cyclacel Pharmaceuticals, Inc. (the "Company"), entered into a securies purchase agreement pursuant to which the Reporting Person will acquire (i) an aggregate of 1,000,000 shares of the Company's Series C Convertible Preferred Stock (the "Series C Preferred Stock") at a price of $1.00 per share and (ii) an aggregate of 2,100,000 shares of the Company's Series D Convertible Preferred Stock (the "Series D Preferred Stock", and together with the Series C Preferred Stock, the "Preferred Stock") at a price of $1.00 per share. Each share of Series C Preferred Stock is convertible into 2.65 shares of the Company's Common Stock at any time, subject to certain ownership limitations. The initial closing took place on January 6, 2025, whereby the Reporting Person acquired 200,000 shares of Series C Preferred Stock for a total purchase price of $1,000,000.

3. The Reporting Person will acquire the shares of Series D Preferred Stock at a subsequent closing, subject to satisfaction of certain closing conditions, for a total purchase price of $2,100,000. Each share of Series D Preferred Stock will be convertible into 110 shares of the Company's Common Stock at any time, subject to certain ownership limitations.

4. The Series C Preferred Stock is perpetual and therefore has no expiration date.

5. The shares of Series C Preferred Stock are convertible at the option of the Reporting Person for no additional consideration.

	/s/ David E. Lazar	01/07/2025
	** 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 5 (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).
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