UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

	☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from __________________ to __________________

Commission file number 000-50626

CYCLACEL PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware		91-1707622
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Level 10, Tower 11, Avenue 5, No. 8 Jalan Kerinchi, Kuala Lumpur, Malaysia		592000
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (908) 517-7330

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	CYCC	The Nasdaq Stock Market LLC
Preferred Stock, $0.001 par value	CYCCP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting filer ☒
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 11, 2025 there were 356,357,531 shares of the registrant’s common stock outstanding.

CYCLACEL PHARMACEUTICALS, INC.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION:
Item 1.	Financial Statements:	F-1
	Balance Sheets as of March 31, 2025 and December 31, 2025 (unaudited)	F-1
	Statements of Operations for the three months ended March 31, 2025 and the three months ended March 31, 2024 (unaudited)	F-2
	Consolidated Statements of Comprehensive Loss	F-3
	Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2025 and the three months ended March 31, 2024 (unaudited)	F-4
	Statements of Cash Flows for the three months ended March 31, 2025 and the three months ended March 31, 2024 (unaudited)	F-5
	Notes to Financial Statements (Unaudited)	F-6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Controls and Procedures	11
PART II - OTHER INFORMATION:
Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Mine Safety Disclosures	12
Item 5.	Other Information	12
Item 6.	Exhibits	12
SIGNATURE PAGE		13

Recent Developments

In December 2024, Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”) announced that it was in the process of exploring and reviewing strategic alternatives on an expedited basis in order to preserve the Company’s cash, including a potential transaction with investor, David E. Lazar of Activist Investing, LLC (“Lazar”). The Company’s Board of Directors (the “Board”) reviewed a range of appropriate strategies to realize value from its assets. The Board directed management to reduce operating costs, which included the liquidation of the Company’s wholly-owned United Kingdom subsidiary, Cyclacel Limited (“Subsidiary”), while such alternatives were being explored. On January 2, 2025, the Company entered into a securities purchase agreement with Lazar, pursuant to which he agreed to purchase from the Company 1,000,000 shares of Series C Convertible Preferred Stock and 2,100,000 shares of Series D Convertible Preferred Stock of Cyclacel at a purchase price of $1.00 per share for aggregate gross proceeds of $3.1 million, subject to the terms and conditions of the securities purchase agreement (together, the Series C Convertible Preferred Stock and Series D Convertible Preferred Stock are the “Securities”). The proceeds of the transaction were used to settle outstanding liabilities of the Company and other general corporate and operating purposes.

On February 11, 2025, investor Lazar, who was serving as the Company’s interim Chief Executive Officer and Secretary, entered into a securities purchase agreement (the “Purchase Agreement”) with an investor, Datuk Dr. Doris Wong Sing Ee (the “Investor”) pursuant to which the Investor agreed to purchase 1,000,000 shares of Series C Convertible Preferred Stock of the Company, and 1,745,262 of the 2,100,000 shares of Series D Convertible Preferred Stock of the Company, currently held by Lazar so that Purchaser would hold seventy percent (70%) of the fully diluted issued and outstanding shares of the Company. The Purchase Agreement closed on February 26, 2025 (the “Closing Date”). Additionally, the Investor succeeded to all of Lazar’s rights and interests under that certain securities purchase agreement between the Lazar and the Company dated January 2, 2025.

The Securities were convertible into shares of the common stock, par value $0.001 per share (the “Common Stock”) of the Company at the election of the Investor as follows: (i) the 1,000,000 shares of the Series C wee convertible into 2,650,000 shares of Common Stock, and (ii) 1,745,262 of the Series D were convertible into 191,978,820 shares of Common Stock. On the Closing Date, the Investor exercised the conversion rights related to the Series C and Series D shares into Common Stock in full resulting in the Investor owning 194,628,820 shares of Common Stock.

Historically, Cyclacel Limited has been a wholly owned subsidiary of the Company. The Company’s two ongoing clinical research programs were conducted through Cyclacel Limited and all intellectual property and rights to those programs were owned by that entity. On January 31, 2025, the creditors voluntary liquidation of Cyclacel Limited was announced in the London Gazette, one of the official public records of the government of the United Kingdom. Upon the commencement of the liquidation of the Cyclacel Limited, the Company lost operational and strategic control over the Cyclacel Limited and the financial results of Cyclacel Limited have been deconsolidated from Company as of January 31, 2025. On the date of deconsolidation, stockholders’ equity increased by approximately $5.0 million.

As part of the Company’s efforts to reduce operating costs it has determined to focus on the development of the plogosertib (“Plogo”) clinical program only. Accordingly, on March 10, 2025, the Company repurchased certain assets related to Plogo from Cyclacel Limited with the approval of the joint liquidator in exchange for approximately $0.3 million in cash. Fadraciclib, Cyclacel Limited’s other drug development program, is being marketed for sale by the joint liquidator . The Company has no plans at this time to repurchase any rights to or assets of the fadraciclib program.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CYCLACEL PHARMACEUTICALS, INC.

CONSOLIDATED BALANCE SHEETS

(In $000s, except share, per share, and liquidation preference amounts)

(Unaudited)

	March 31,			December 31,
	2025			2024
ASSETS
Current assets:
Cash and cash equivalents	$	3,450		$	3,137
Prepaid expenses and other current assets		264			537
Total current assets		3,714			3,674
Property and equipment, net		1			3
Right-of-use lease asset		19			5
Non-current deposits		—			412
Total assets	$	3,734		$	4,094
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	114		$	4,599
Accrued and other current liabilities		549			1,669
Total current liabilities		663			6,268
Lease liability		9			—
Total liabilities		672			6,268

Stockholders’ equity (deficit):
Preferred stock, $0.001 par value; 5,000,000 shares authorized at March 31, 2025 and December 31, 2024; 6% Convertible Exchangeable preferred stock; 135,273 shares issued and outstanding at March 31, 2025 and December 31, 2024. Aggregate preference in liquidation of $1,717,967 as of March 31, 2025 and $1,697,676 as of December 31, 2024		—			—
Series A convertible preferred stock, $0.001 par value; 264 shares issued and outstanding at March 31, 2025 and December 31, 2024		—			—
Series B convertible preferred stock, $0.001 par value; 0 shares issued and outstanding at March 31, 2025 and December 31, 2024		—			—
Series C convertible preferred stock, $0.001 par value; 0 shares issued and outstanding at March 31, 2025 and December 31, 2024		—			—
Series D convertible preferred stock, $0.001 par value; 354,738 shares issued and outstanding at March 31, 2025 and 0 shares issued and outstanding at December 31, 2024		—			—
Series E convertible preferred stock, $0.001 par value; 1,000,000 shares issued and outstanding at March 31, 2025 and 0 shares issued and outstanding at December 31, 2024		1			—
Preferred stock, value		1			—
Common stock, $0.001 par value; 250,000,000 shares authorized at March 31, 2025 and 100,000,000 shares authorized at December 31, 2024; 207,336,389 shares issued and outstanding at March 31, 2025 and 8,859,133 shares issued and outstanding at December 31, 2024		204			9
Additional paid-in capital		443,318			438,202
Accumulated other comprehensive loss		—			(891	)
Accumulated deficit		(440,461	)		(439,494	)
Total stockholders’ equity (deficit)		3,062			(2,174	)
Total liabilities and stockholders’ equity (deficit)	$	3,734		$	4,094

The accompanying notes are an integral part of these consolidated financial statements.

F-1

CYCLACEL PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In $000s, except share and per share amounts)

(Unaudited)

	2025			2024
	Three Months Ended
	March 31,
	2025			2024
Revenues:
Clinical trial supply	$	—		$	29
Revenues	$	—		$	29

Operating expenses:
Research and development		822			2,802
General and administrative		4,214			1,582
Total operating expenses		5,036			4,384
Operating loss		(5,036	)		(4,355	)
Other income (expense):
Foreign exchange gains (losses)		(8	)		1
Interest income		6			2
Gain on deconsolidation of subsidiary		4,947			—
Other income, net		10			52
Total other income (expense), net		4,955			55
Loss before taxes		(81	)		(4,300	)
Income tax benefit		—			1,354
Net loss		(81	)		(2,946	)
Dividend on convertible exchangeable preferred shares		—			—
Net loss applicable to common shareholders	$	(81	)	$	(2,946	)
Basic and diluted earnings per common share:
Net loss per share – basic and diluted (common shareholders)	$	(0.00	)	$	(2.27	)

The accompanying notes are an integral part of these consolidated financial statements.

F-2

CYCLACEL PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In $000s)

(Unaudited)

	2025			2024
	Three Months Ended
	March 31,
	2025			2024
Net loss	$	(81	)	$	(2,946	)
Translation adjustment		2,385			2,140
Translation adjustment on deconsolidation of subsidiary		886			—
Unrealized foreign exchange loss on intercompany loans		(2,380	)		(2,130	)
Comprehensive loss	$	810		$	(2,936	)

The accompanying notes are an integral part of these consolidated financial statements.

F-3

CYCLACEL PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In $000s, except share amounts)

(Unaudited)

	Shares			Amount			Shares		Amount		Capital			Loss			Deficit			(Deficit)
											Additional			Other						Total Stockholders’
	Preferred Stock						Common Stock				Paid-in			Comprehensive			Accumulated			Equity
	Shares			Amount			Shares		Amount		Capital			Loss			Deficit			(Deficit)
Balances at December 31, 2023		454,537		$	—			1,058,892	$	1	$	429,796		$	(908	)	$	(428,282	)	$	607
Issue costs on issuance of common stock upon conversion of pre-funded warrants in underwritten offering		—			—			219,700		—		(80	)		—			—			(80	)
Series B Preferred stock conversions		(119,000	)		—			39,667		—		—			—			—			—
Stock-based compensation		—			—			—		—		203			—			—			203
Unrealized foreign exchange on intercompany loans		—			—			—		—		—			(2,130	)		—			(2,130	)
Translation adjustment		—			—			—		—		—			2,140			—			2,140
Loss for the period		—			—			—		—		—			—			(2,946	)		(2,946	)
Balances at March 31, 2024		335,537		$	—			1,318,259	$	1	$	429,919		$	(898	)	$	(431,228	)	$	(2,206	)

Balances at December 31, 2024		135,537		$	—			8,859,133	$	9	$	438,202		$	(891	)	$	(439,494	)	$	(2,174	)
Balances		135,537		$	—			8,859,133	$	9	$	438,202		$	(891	)	$	(439,494	)	$	(2,174	)
Issue costs on issuance of common stock, preferred stock and associated warrants on underwritten offering, net of expenses		—			—			—		—		(248	)		—			—			(248	)
Issue of Series C preferred stock in Securities Purchase Agreement		1,000,000			1			—		—		999			—			—			1,000
Series C Preferred stock conversions		(1,000,000	)		(1	)		2,650,000		3		(2	)		—			—			—
Issue of Series D preferred stock in Securities Purchase Agreement		2,100,000			2			—		—		1,892			—			—			1,894
Series D Preferred stock conversions		(1,745,262	)		(2	)		191,978,820		192		(190	)		—			—			—
Issue of Series D preferred stock in Securities Purchase Agreement		1,000,000			1			—		—		999			—			—			1,000
Warrant Exercise		—			—			3,666,485		—		—			—			—			—
Issue of common stock on Securities Purchase Agreement		—			—			181,951		—		—			—			—			—
Stock-based compensation		—			—			—		—		1,666			—			—			1,666
Deconsolidation of Subsidiary		—

SEC Form 10-Q filed by Cyclacel Pharmaceuticals Inc.