David E. Lazar - Feb 6, 2025 Form 4 Insider Report for Cyclacel Pharmaceuticals, Inc. (CYCC)

Role
Interim CEO, 10%+ Owner
Signature
/s/ David E. Lazar
Stock symbol
CYCC
Transactions as of
Feb 6, 2025
Transactions value $
$0
Form type
4
Date filed
2/10/2025, 05:45 PM
Previous filing
Jan 7, 2025
Next filing
Mar 10, 2025
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CYCC Series D Convertible Preferred Stock Award +2.1M 2.1M Feb 6, 2025 Common Stock 231M Direct F4, F5, F6
holding CYCC Series C Convertible Preferred Stock 1M Feb 6, 2025 Common Stock 2.65M Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 agreed to 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. The initial closing took place on January 6, 2025, whereby the Reporting Person acquired 1,000,000 shares of Series C Preferred Stock for a total purchase price of $1,000,000.
F2 The shares of Series C Preferred Stock are convertible at the option of the Reporting Person for no additional consideration.
F3 The Series C Preferred Stock is perpetual and therefore has no expiration date.
F4 At a closing on February 6, 2025, the Reporting Person acquired 2,100,000 shares of Series D Preferred Stock for a total purchase price of $2,100,000. Each share of Series D Preferred Stock is convertible into 110 shares of the Company's Common Stock at any time.
F5 The shares of Series D Preferred Stock are convertible at the option of the Reporting Person for no additional consideration.
F6 The Series D Preferred Stock is perpetual and therefore has no expiration date.