Cyclacel Pharmaceuticals Inc美股招股说明书(2025-08-05版)

Up to 205,951 Shares of Common StockUp to 654,000 Shares of Common Stock Underlying the Series F Preferred StockUp to 1,962,000 Shares of Common Stock Underlying the Common Warrants This prospectus relates to the offer and resale from time to time by the selling shareholders identified in this prospectus (the“Selling Shareholders”) of up to (i) 654,000 shares of Common Stock underlying shares of Series F preferred stock held by certainaccredited investors (the “Investors”) of the Company pursuant to a private placement through a securities purchase agreementbetween the Company and the Investors (the “Purchase Agreement”); (ii) 1,962,000 shares of Common Stock pursuant to the series Acommon stock purchase warrant, series B common stock purchase warrant and series C common stock purchase warrant issued to theInvestors (collectively, the “Warrants”) pursuant to the Purchase Agreement; (iii) 1,643 shares of Common Stock held by HelenaGlobal Investment Opportunities 1 Ltd. pursuant to a securities purchase agreement (the “Helena Agreement”); (iv) 145,833 shares ofCommon Stock held by the Company’s chief executive officer, Datuk Dr. Doris Wong Sing Ee; and (v) 58,476 shares of CommonStock held by the Company’s former chief executive officer, David Lazar. The Selling Shareholders named in this prospectus, and any pledgee, donee, transferee or other successor-in-interest, may offerthe shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing marketprices or at privately negotiated prices. For further information regarding the possible methods by which our Common Stock may bedistributed, see “Plan of Distribution” beginning on page 70 in this prospectus. Selling Shareholders. We are not selling any securitiesunder this prospectus and will not receive any of the proceeds from the sale of shares of Common Stock by the Selling Shareholders.The Selling Shareholders will receive all the proceeds from any sales of Common Stock offered pursuant to this prospectus. No underwriter or other person has been engaged to facilitate the sale of our Common Stock in this offering. SellingShareholder. We will bear all costs, expenses and fees in connection with registering the sales of shares of Common Stock bythe Selling Shareholders. The Selling Shareholders will bear all commissions and discounts, if any, attributable to theirrespective sales of Common Stock. Our Common Stock is traded on The Nasdaq Capital Market under the symbol “CYCC.” On July 31, 2025, the lastquoted sale price for our Common Stock as reported on The Nasdaq Capital Market was $11.21 per share. We are a “smaller reporting company” as defined under the federal securities laws, and, as such, may elect to comply withcertain reduced public company reporting requirements for future filings. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read thediscussion of the risks of investing in our securities in the section titled “Risk Factors” beginning on page 6 of this prospectus. You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto.We have not authorized anyone to provide you with different information. Neither the Securities and Exchange Commissionnor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthfulor complete. Any representation to the contrary is a criminal offense. The date of this prospectus is August 4, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THIS OFFERING5RISK FACTORS6USE OF PROCEEDS47MARKET FOR OUR COMMON STOCK48DIVIDEND POLICY49PRIVATE PLACEMENTS OF SECURITIES50MANAGEMENT52EXECUTIVE AND DIRECTOR COMPENSATION57CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS59SELLING SHAREHOLDERS60DESCRIPTION OF SECURITIES TO BE REGISTERED62CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS66PLAN OF DISTRIBUTION70LEGAL MATTERS72EXPERTS72WHERE YOU CAN FIND MORE INFORMATION72INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF FITTERS SDN. BHD.F-1 You should read this prospectus and any applicable prospectus supplement before making an investment in the securities ofCyclacel Pharmaceuticals, Inc. See “Where You Can Find More Information” for more information. You should rely only on theinformation contained in this prospectus or a prospectus supplement. The Company has not authorized anyone to provide you withdifferent information. This document may be used only in jurisdictions where offers and sales of these securities are permitted. Youshould assume that information contained in this prospectus, or in any prospectus supplement, is accurate only as of any date on thefront cover of the applicable document. Our business, financial condition, results of operations and prospects may have changed sincethat date. Unless otherwise noted in this prospe