ThZeal - The Zeal

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 30, 2025

Date of Report (date of earliest event reported)

Cyclacel Pharmaceuticals, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		0-50626		91-1707622
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

Level 10, Tower 11, Avenue 5, No. 8

Jalan Kerinchi, Kuala Lumpur, Malaysia 592000

(Address of principal executive offices) (Zip code)

(908) 517-7330

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 Capital Market
Preferred Stock, $0.001 par value	CYCCP	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The 2025 Annual Meeting of Cyclacel Pharmaceuticals, Inc. was held on June 30, 2025.

(b) The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:

1. Election of Directors: Our shareholders re-elected the following five (5) directors to each serve a three-year term expiring on the date of our 2028 annual meeting of shareholders or until his successor has been duly chosen and qualified.

1.A.	Datuk Dr. Doris Wong

FOR					AGAINST					ABSTAIN					BROKER NON-VOTE
Number		%			Number		%			Number		%			Number		%
	305,050,384		99.97	%		0		0	%		95,025		0.03	%		N/A		N/A

1B.	Kiu Cu Seng

FOR					AGAINST					ABSTAIN					BROKER NON-VOTE
Number		%			Number		%			Number		%			Number		%
	305,047,294		99.97	%		0		0	%		98,115		0.03	%		N/A		N/A

1.C.	Kwang Fock Chong

FOR					AGAINST					ABSTAIN					BROKER NON-VOTE
Number		%			Number		%			Number		%			Number		%
	305,045,327		99.97	%		0		0	%		100,082		0.03	%		N/A		N/A

1.D.	Dr. Satis Waran Nair Krishnan

FOR					AGAINST					ABSTAIN					BROKER NON-VOTE
Number		%			Number		%			Number		%			Number		%
	305,045,506		99.97	%		0		0	%		99,903		0.03	%		N/A		N/A

1.E.	Inigo Angel Laurduraj

FOR					AGAINST					ABSTAIN					BROKER NON-VOTE
Number		%			Number		%			Number		%			Number		%
	305,045,342		99.97	%		0		0	%		100,067		0.03	%		N/A		N/A

2. Approve a Proposed Amendment to the 2018 Equity Incentive Plan. Our shareholders approved a proposed amendment to the Company’s 2018 Equity Incentive Plan to increase the number of shares of Common Stock available for the grant of awards by 4,281,987.

FOR					AGAINST					ABSTAIN					BROKER NON-VOTE
Number		%			Number		%			Number		%			Number		%
	304,957,049		99.94	%		168,539		0.05	%		19,821		0.01	%		N/A		N/A

3. Approve by an Advisory Vote the Executive Compensation. Our shareholders approved by an advisory vote the compensation of our named executive officers and directors, as disclosed in this proxy statement.

FOR					AGAINST					ABSTAIN					BROKER NON-VOTE
Number		%			Number		%			Number		%			Number		%
	305,004,614		99.95	%		124,873		0.04	%		15,922		0.01	%		N/A		N/A

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 30, 2025	Cyclacel Pharmaceuticals, Inc.

	By:	/s/ Datuk Dr. Doris Wong Sing Ee
	Name:	Datuk Dr. Doris Wong Sing Ee
	Title:	Chief Executive Officer