As filed with the Securities and Exchange Commission on July 23, 2025.

Registration No. 333-_____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CYCLACEL PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Level 10, Tower 11, Avenue 5, The Horizon

Bangsar South City, No. 8, Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia

(Address Of Principal Executive Offices And Zip Code)

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

Datuk Dr. Doris Wong

Chief Executive Officer

Cyclacel Pharmaceuticals, Inc.

Level 10, Tower 11, Avenue 5, The Horizon

Bangsar South City, No. 8, Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia

Tel.: (908) 517-7330

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Debbie A. Klis, Esq.

Rimon P.C.
1050 Connecticut Avenue, Suite 500
Washington, DC 20036
Tel.: 202-935-3390
debbie.klis@rimonlaw.com

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐ Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROPOSED TRANSACTION

YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Cyclacel Pharmaceuticals, Inc.:

Cyclacel Pharmaceuticals, Inc. (“Cyclacel” or “Parent”) and FITTERS Diversified Berhad, a Malaysia publicly-listed investment holding company on Bursa Securities (KL: 9318) (“Fitters Parent”), which is the beneficial owner of all of the ordinary shares (the “Company Ordinary Shares” or “Shares” and each, a “Share”) of Fitters Sdn. Bhd., a private limited company incorporated in Malaysia (the “Company” or “Fitters Sdn. Bhd.”) entered into an Exchange Agreement dated as of May 6, 2025, as amended on July 7, 2025 and as it may be further amended from time to time (collectively, the “Exchange Agreement”) (“Fitters Parent” and “Parent” are sometimes referred to herein as the “Parties” or each, a “Party”). The Parties thereto intend to effect a voluntary share exchange between Parent and Fitters Parent (the “Exchange”), in which the Company will become a wholly-owned subsidiary of Parent, in accordance with the terms of the Exchange Agreement and the rules under Delaware General Corporation Law (the “DGCL”) and the Malaysian Companies Act. The Company has three wholly-owned subsidiaries: AHT NRG Asia Sdn. Bhd., FITTERS (Sarawak) Sdn. Bhd., and Modular Floor Systems (M) Sdn. Bhd.

Upon the terms and subject to the conditions set forth in the Exchange Agreement, and in accordance with the DGCL, at the Closing (as hereinafter defined), Fitters Parent shall convey, assign, and transfer all of its right, title and interest to the Company Ordinary Shares to Parent. The Shares transferred to Parent at the Closing shall constitute one hundred (100%) percent of the issued and outstanding capital shares of the Company. As consideration for its acquisition of the Company Ordinary Shares, Parent shall pay an amount equal to $1,000,000 in cash and issue an amount of common stock, par value $0.001 per share (the “Parent Common Stock”) equal to nineteen and ninety-nine hundreds percent (19.99%) of the issued and outstanding shares of Parent Common Stock as of the Closing Date (as defined below) (the “Exchange Shares”) to Fitters Parent. In the event the value of the Exchange Shares is not mutually acceptable to both Parties prior to the Closing Date, the parties have agreed to negotiate in good faith an adjustment to the Exchange Shares. If the Transaction does not close by September 30, 2025, either party may terminate the Exchange Agreement and the Transaction.

Upon the terms and subject to the conditions set forth in the Exchange Agreement, the closing of the Exchange (the “Closing”) shall take place no later than three business days after the date on which the conditions to Closing set forth in the Exchange Agreement shall have been satisfied or, to the extent permitted thereunder, waived by the appropriate Party (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions) or at such other time, date or location as the parties hereto agree. The date on which the Closing actually occurs and the transactions contemplated in the Exchange Agreement become effective is hereinafter referred to as the “Closing Date.” At the time of the Closing, Parent, Fitters Parent and the Company shall deliver the certificates and other documents and instruments required to be delivered thereunder.

Subject to the provisions of the Exchange Agreement, at the Closing, the parties hereto shall (a) cause a Form Section 105 (Form of Transfer of Securities) in substantially the form of Exhibit B to the Exchange Agreement (the “Malaysia Form of Transfer”) to be executed, acknowledged and filed with the Companies Commission of Malaysia, as provided in sections 105 and 106 of the Malaysian Companies Act and (b) take all such other and further actions as may be required by the Malaysian Companies Act or other applicable Law to make the Exchange effective. The Exchange shall become effective as of the date and time of the filing of the Malaysia Form of Transfer or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Malaysia Form of Transfer in accordance with relevant provisions of the Malaysian Companies Act. The date and time of such effectiveness are referred to herein as the “Effective Time.”

For U.S. federal income tax purposes, the Parties acknowledge and agree that the Exchange constitutes a taxable disposition of the Shares by Fitters Parent and a corresponding acquisition by Parent. The Parties intend that the Exchange be treated in accordance with Sections 1001 and 1221 (or 1231, as applicable) of the Internal Revenue Code of 1986, as amended (the “Code”), and shall report the transaction consistently with such treatment.  If applicable, Parent may make an election under Section 338(g) of the Code with respect to its acquisition of the Shares, and Fitters Parent shall cooperate with the making of such election by providing such information that is reasonably requested by Parent.

Immediately after the Transaction, (a) current Parent’s stockholders are expected to own approximately 80.01% of the company and (b) Fitters Parent is expected to own approximately 19.99% of Parent.

Shares of Cyclacel common stock are currently listed on The Nasdaq Capital Market under the symbol “CYCC.” After consummation of the Transaction, Cyclacel will be renamed Bio Green Med Solution, Inc. and expects to trade on The Nasdaq Stock Market under the symbol “BGMS.” On July 22, 2025, the last trading day before the date of this proxy statement/prospectus, the closing sale price of Cyclacel common stock was $10.76 per share.

Cyclacel is holding a special meeting of stockholders, or the special meeting, in order to obtain the stockholder approvals necessary to complete the Transaction and related matters. At the special meeting, which will be held virtually at 10:00 a.m., Eastern Time, on September 4, 2025, unless postponed or adjourned to a later date, Cyclacel Pharmaceuticals will ask its stockholders to, among other things:

● approve the issuance of shares of Cyclacel common stock to Fitters Parent pursuant to the terms of the Exchange Agreement;

● comply with Nasdaq Listing Rule 5635(a), the potential issuance of more than 20% of the issued and outstanding shares of Cyclacel common stock in connection with the Transaction;

● approve an amendment to the amended and restated certificate of incorporation of Cyclacel Pharmaceuticals changing the Cyclacel Pharmaceuticals corporate name to Bio Green Med Solution, Inc., permitting actions by stockholders by written consent and ratifying all prior action by stockholder written consent and opt out of the business combination provisions of Section 203 of the DGCL;

● consider and vote upon an adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposals set forth above; and

● transact such other business as may properly come before the stockholders at the special meeting or any adjournment or postponement thereof.

After careful consideration, the board of directors of Parent has unanimously approved the Exchange Agreement and the proposals described in this proxy statement/prospectus, and the board of directors has determined that it is advisable to consummate the Transaction. Our board of directors recommends that stockholders vote “FOR” the proposals described in the accompanying proxy statement/prospectus.

More information about Parent, Fitters Parent, the Company and its other subsidiaries, as well as the Transaction is contained in this proxy statement/prospectus. You are urged to read the accompanying proxy statement/prospectus carefully and in its entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 21.

We are excited about the opportunities the proposed Transaction brings to Cyclacel Pharmaceuticals’ stockholders, and thank you for your consideration and continued support.

Datuk Dr. Doris Wong

Chief Executive Officer and Executive Director

Cyclacel Pharmaceuticals, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated ______, 2025, and is first being mailed to stockholders on or about ______, 2025.

CYCLACEL PHARMACEUTICALS, INC.

Level 10, Tower 11, Avenue 5, The Horizon

Bangsar South City, No. 8, Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On September 4, 2025

Place: The special meeting will be a virtual meeting via live audio webcast on the Internet. You will be able to attend the special meeting, vote and submit your questions during the meeting by visiting www.proxyvote.com and entering the 16-digit control number included in the Notice of Internet Availability or proxy card that you receive.

Purposes: For the holders of Parent’s common stock, par value $0.001 per share (“Common Stock”):

Record Date: The board of directors of Cyclacel has fixed July 10, 2025 as the record date for the determination of stockholders entitled to notice of, and to vote at, the special meeting and any adjournment or postponement thereof. Only stockholders of record of shares of Cyclacel common stock at the close of business on the record date are entitled to notice of, and to vote at, the special meeting. At the close of business on the record date, [●] shares of common stock of Cyclacel were outstanding and entitled to vote at the special meeting.

Your vote is important. The affirmative vote of a majority in voting power of the issued and outstanding shares of Common Stock of Cyclacel, entitled to vote on thereon is required for approval of Proposals 1, 2 and 4. The affirmative vote of the holders of a majority of the outstanding shares of common stock entitled to vote on the record date for the special meeting is required for approval of Proposal 3. Each of Proposals 1, 2, and 3 are conditioned upon each other and the approval of each such proposal is a condition to the completion of the Transaction. Therefore, the Transaction cannot be consummated without the approval of Proposals 1, 2, and 3. You may change or revoke your proxy at any time before it is voted at the special meeting.

THE BOARD OF DIRECTORS HAS DETERMINED THAT EACH OF THE PROPOSALS OUTLINED ABOVE IS FAIR TO, AND IN THE BEST INTERESTS OF, CYCLACEL AND ITS STOCKHOLDERS AND HAS UNANIMOUSLY APPROVED EACH SUCH PROPOSAL. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS OF CYCLACEL VOTE “FOR” EACH OF THE PROPOSALS.

By Order of the Board of Directors,

Datuk Dr. Doris Wong

Chief Executive Officer and Executive Director

Kuala Lumpur, Malaysia

______, 2025

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Cyclacel Pharmaceuticals that has been filed with the Securities and Exchange Commission, or SEC, and that is not included in or delivered with this document. You may obtain this information without charge through the SEC’s website (http://www.sec.gov) or upon your written or oral request by contacting the secretary of Cyclacel Pharmaceuticals, Inc., Level 10, Tower 11, Avenue 5, The Horizon Bangsar South City, No. 8, Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia or by calling (908) 517-7330.

To ensure timely delivery of these documents, any request should be made no later than September 2, 2025 to receive them before the special meeting.

For additional details about where you can find information about Cyclacel Pharmaceuticals, please see the section entitled “Where You Can Find More Information” in this proxy statement/prospectus.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION

The following section provides answers to frequently asked questions about the Transaction. This section, however, provides only summary information. For a more complete response to these questions and for additional information, please refer to the cross-referenced sections.

Q: What is the Transaction?

A: Cyclacel Pharmaceuticals, Inc. (“Cyclacel” or “Parent”) and FITTERS Diversified Berhad, a Malaysia publicly-listed investment holding company on Bursa Securities (KL: 9318) (“Fitters Parent”), which is the beneficial owner of all of the ordinary shares (the “Company Ordinary Shares” or “Shares” and each, a “Share”) of Fitters Sdn. Bhd., a private limited company incorporated in Malaysia (the “Company” or “Fitters Sdn. Bhd.”) entered into an Exchange Agreement dated as of May 6, 2025, as amended on July 7, 2025 and as it may be further amended from time to time (collectively, the “Exchange Agreement”) (“Fitters Parent” and “Parent” are sometimes referred to herein as the “Parties” or each, a “Party”). The Parties thereto intend to effect a voluntary share exchange between Parent and Fitters Parent (the “Exchange”), in which the Company will become a wholly-owned subsidiary of Parent, in accordance with the terms of the Exchange Agreement and the rules under Delaware General Corporation Law (the “DGCL”) and the Malaysian Companies Act. The Company has three wholly-owned subsidiaries: AHT NRG Asia Sdn. Bhd., FITTERS (Sarawak) Sdn. Bhd., and Modular Floor Systems (M) Sdn. Bhd.

Upon the terms and subject to the conditions set forth in the Exchange Agreement, and in accordance with the DGCL, at the Closing (as hereinafter defined), Fitters Parent shall convey, assign, and transfer all of its right, title and interest to the Company Ordinary Shares to Parent. The Shares transferred to Parent at the Closing shall constitute one hundred (100%) percent of the issued and outstanding capital shares of the Company. As consideration for its acquisition of the Company Ordinary Shares, Parent shall pay an amount equal to $1,000,000 in cash and issue an amount of common stock, par value $0.001 per share (the “Parent Common Stock”) equal to nineteen and ninety-nine hundreds percent (19.99%) of the issued and outstanding shares of Parent Common Stock as of the Closing Date (as defined below) (the “Exchange Shares”) to Fitters Parent. In the event the value of the Exchange Shares is not mutually acceptable to both Parties prior to the Closing Date, the parties have agreed to negotiate in good faith an adjustment to the Exchange Shares. If the Transaction does not close by September 30, 2025, either party may terminate the Exchange Agreement and the Transaction.

Upon the terms and subject to the conditions set forth in the Exchange Agreement, the closing of the Exchange (the “Closing”) shall take place no later than three business days after the date on which the conditions to Closing set forth in the Exchange Agreement shall have been satisfied or, to the extent permitted thereunder, waived by the appropriate Party (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions) or at such other time, date or location as the parties hereto agree. The date on which the Closing actually occurs and the transactions contemplated in the Exchange Agreement become effective is hereinafter referred to as the “Closing Date.” At the time of the Closing, Parent, Fitters Parent and the Company shall deliver the certificates and other documents and instruments required to be delivered thereunder.

Stockholders of Cyclacel will continue to own and hold their existing shares of Cyclacel common stock. Immediately after the Transaction, (a) current Parent’s stockholders are expected to own approximately 80.01% of the company and (b) Fitters Parent is expected to own approximately 19.99% of Parent.

Q: What will happen to Cyclacel if, for any reason, the Transaction does not close?

A: If, for any reason, the Transaction does not close, our board of directors may elect to, among other things, attempt to complete another strategic transaction like the Transaction or with a different structure or continue to primarily operate the business of Cyclacel as a clinical-stage biopharmaceutical company working to develop innovative cancer medicines based on cell cycle, epigenetics and mitosis biology. If Cyclacel were to continue its current business, without the completion of the Transaction or one of more additional alternative transactions, it would likely need to identify, acquire and develop other products or product candidates in addition to its sole product candidate presently, which includes an epigenetic/anti-mitotic program involving the evaluation of plogo, a PLK1 inhibitor, in solid tumors and hematological malignancies. If Cyclacel decided to acquire and develop other products or product candidates, it would also need to rebuild its workforce. In addition, if the Transaction does not close, our board of directors may elect to seek another target company to acquire, though there is no assurance that such acquisition transaction would be successful.

Q: Why are the two companies proposing to enter into the Transaction?

A: Following the closing of the Transaction, Cyclacel and Fitters Parent believe that the combined company will have the following potential advantages:

● Parent, after the Transaction, will be continue to be a publicly traded company specializing in supplying and trading protective and fire safety equipment, including fire safety gear, fire doors, safety apparel, foam systems, and fire extinguishers. The strategic alignment between Parent and the Company enables Parent to gain exposure to a high-growth industry, while concurrently enhancing the Company’s access to US capital markets;

● the Company after the Transaction will be led by an experienced senior management team from the Company and the Cyclacel board of directors; and

● following the Transaction, the combined company is expected to enhance its global brand profile, as Parent leverages the Company’s established operational footprint in Southeast Asia, while the Company benefits from Parent’s market presence in North America.

Q: Why am I receiving this proxy statement/prospectus?

A: You are receiving this proxy statement/prospectus because you have been identified as a stockholder of Cyclacel as of the record date, and you are entitled to vote at the special meeting of stockholders to approve the matters set forth above. This document serves as:

● a proxy statement of Cyclacel used to solicit proxies for its special meeting of stockholders to vote on the matters set forth above; and

● a prospectus of Cyclacel used to offer shares of Cyclacel common stock in exchange for the Company Ordinary Shares in the Transaction.

Q: What approvals by the stockholders of Cyclacel are required to consummate the Transaction?

A: To consummate the Transaction, stockholders of Cyclacel must approve the proposal numbers 1, 2 and 3. Pursuant to the terms of the Exchange Agreement, Cyclacel is also requesting that stockholders approve proposal number 4 below, which is, collectively with proposal numbers 1 through 4 (the “Proposals”). The Proposals include the following matters:

1. the issuance of the Exchange Shares of Cyclacel to Fitters Parent pursuant to the terms of the Exchange Agreement between Cyclacel, Fitters Parent and the Fitters Sdn. Bhd. dated as of May 6, 2025, as amended on July 7, 2025 and as it may be further amended from time to time, a copy of which is attached as Annex A, which is referred to as the Exchange Agreement (Proposal 1);

2. for purposes of complying with Nasdaq Listing Rule 5635(a), the potential issuance of more than 20% of the issued and outstanding shares of Cyclacel common stock in connection with the Transaction (Proposal 2);

3. an amendment to the amended and restated certificate of incorporation of Cyclacel (a) changing the Cyclacel corporate name to Bio Green Med Solution, Inc., (b) permitting actions by stockholders by written consent and ratification of all prior action by stockholder written consent including without limitation, majority stockholder consents dated March 21, 2025, May 12, 2025 and June 18, 2025, and (c) opting out of the business combination provisions of Section 203 of the DGCL, in the form attached as Annex B (Proposal 3); and

4. to consider and vote on an adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposals set forth above (Proposal 4).

The presence, in person or represented by proxy, at the special meeting of the holders of a majority of the shares of Cyclacel common stock outstanding and entitled to vote at the special meeting is necessary to constitute a quorum at the meeting. Abstentions and broker non-votes will be counted towards a quorum. The affirmative vote of the holders of a majority of the shares of Cyclacel common stock having voting power present in person or represented by proxy at the special meeting, assuming a quorum is present, is required for approval of Proposals 1, 2 and 4. The affirmative vote of the holders of a majority of the outstanding shares of common stock entitled to vote on the record date for the special meeting is required for approval of Proposal 3. Each of Proposals 1, 2, and 3 are conditioned upon each other and the approval of each such proposal is a condition to the completion of the Transaction. Therefore, the Transaction cannot be consummated without the approval of Proposals 1, 2, and 3.

Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes. Abstentions will be counted towards the vote total for each proposal and will have the same effect as “AGAINST” votes for Proposal 3, but will have no effect on Proposals 1, 2 and 4. Similarly, broker non-votes will have the same effect as “AGAINST” votes for Proposal 3, but will have no effect on Proposals 1, 2 and 4.

As of July 10, 2025, the directors and executive officers of Cyclacel owned or controlled approximately 51.20 % of the outstanding shares of Cyclacel common stock entitled to vote at the special meeting.

The adoption of the Exchange Agreement and the approval of the Transaction and related transactions has been approved by Fitters Parent.

For a more complete description of the closing conditions under the Exchange Agreement, you are urged to read the section entitled “The Exchange Agreement—Conditions to the Completion of the Transaction” in this proxy statement/prospectus.

Q: What will Fitters Parent receive in the Transaction?

A: As a result of the Transaction, Fitters Parent will become entitled to receive cash consideration equal to $1,000,000 (or such other amount as mutually agreed upon prior to the Closing) and the Exchange Shares which equal approximately 19.99% of the issued and outstanding Parent Common Stock on a pro forma basis, immediately prior to the closing of the Transaction, or such other percentage agreed to by the Parties prior to the Closing.

For a more complete description of what Fitters Parent will receive in the Transaction, please see the sections entitled “Market Price and Dividend Information,” “The Transaction—Transaction Consideration and Exchange Shares” and “The Exchange Agreement—Transaction Consideration and Exchange Shares” in this proxy statement/prospectus.

Q: Who will be the directors of Cyclacel following the Transaction?

A: There is not anticipated to be any change in the current board of directors of Cyclacel, and immediately following the Transaction, the board of directors of Cyclacel is expected to be composed of the following members of the board of directors of Cyclacel prior to the Transaction, as set forth below:

Q: Who will be the executive officers of Cyclacel immediately following the Transaction?

A: There is not anticipated to be any change in the current officers of Cyclacel, and immediately following the Transaction, the executive management of Cyclacel is expected to be composed of the following members of the executive management team prior to the Transaction, as set forth below:

Q: As a stockholder of Cyclacel, how does the board of directors recommend that I vote?

A: After careful consideration, the board of directors of Cyclacel recommends that stockholders vote “FOR” all of the Proposals.

Q: What risks should I consider in deciding whether to vote in favor of the Transaction?

A: You should carefully review the section of this proxy statement/prospectus entitled “Risk Factors,” which sets forth certain risks and uncertainties related to the Transaction, risks and uncertainties to which the combined company’s business, following the closing of the Transaction will be subject, and risks and uncertainties to which each of Cyclacel and the Company is subject.

Q: When do you expect the Transaction to be consummated?

A: The Transaction is anticipated to be consummated as early as the third quarter of 2025 after the special meeting of stockholders of Cyclacel to be held on September 4, 2025, but the exact timing cannot be predicted. For more information, please see the section entitled “The Exchange Agreement—Conditions to the Completion of the Transaction” in this proxy statement/prospectus.

Q: What do I need to do now?

A: Cyclacel urges you to read this proxy statement/prospectus carefully, including its annexes, and to consider how the Transaction affects you.

If you are a stockholder of record, you may vote in one of the following ways:

● You may vote by mail. Complete, sign and date the proxy card that accompanies this proxy statement and return it promptly in the postage-prepaid envelope provided (if you receive printed proxy materials). Your completed, signed and dated proxy card must be received prior to the special meeting.

● You may vote by telephone. To vote over the telephone, dial toll-free 1-800-579-1639 using a touch-tone telephone and follow the recorded instructions (have your Notice of Internet Availability or proxy card in hand when you call). You will be asked to provide the company number and control number from your Notice of Internet Availability or proxy card. Telephone voting is available 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on September 3, 2025.

● You may vote via the Internet. To vote via the Internet, go to www.proxyvote.com to complete an electronic proxy card (have your Notice of Internet Availability or proxy card in hand when you visit the website). You will be asked to provide the control number from your Notice of Internet Availability or proxy card. Internet voting is available 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on September 3, 2025.

If you are a beneficial owner of shares held of record by a broker, bank or other nominee, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Beneficial owners of shares should generally be able to vote by returning the voting instruction card, or by telephone or via the Internet. However, the availability of telephone or Internet voting will depend on the voting process of your broker, bank, or other nominee. If you are a beneficial owner, you may not vote your shares in person at the special meeting unless you obtain a legal proxy from your broker, bank or other nominee.

Q: What happens if I do not return a proxy card or otherwise provide proxy instructions, as applicable?

A: The failure to return your proxy card or otherwise provide proxy instructions will reduce the aggregate number of votes required to approve Proposals 1, 2 and 4 and will have the same effect as voting against Proposal 3. Further, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting.

Q: May I vote in person at the special meeting of stockholders?

A: If your shares of common stock are registered directly in your name with our transfer agent, you are considered to be the stockholder of record with respect to those shares, and the proxy materials and proxy card are being sent directly to you by Cyclacel. If you are a stockholder of record, you may attend the special meeting of stockholders and vote your shares in person. Even if you plan to attend the special meeting in person, Cyclacel requests that you sign and return the enclosed proxy card to ensure that your shares will be represented at the special meeting if you are unable to attend.

If your shares of common stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and the proxy materials are being forwarded to you by your broker or other nominee together with a voting instruction form. As the beneficial owner, you are also invited to attend the special meeting of stockholders. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the special meeting unless you obtain a legal proxy from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the special meeting.

Q: When and where is the special meeting of stockholders being held?

A: The special meeting of stockholders will be a virtual meeting via live audio webcast on the Internet. You will be able to attend the special meeting, vote and submit your questions during the meeting by visiting www.proxyvote.com and entering the 16-digit control number included in the Notice of Internet Availability or proxy card that you receive.

Q: If my shares are held in “street name” by my broker, will my broker vote my shares for me?

A: Unless your broker has discretionary authority to vote on certain matters, your broker will not be able to vote your shares of common stock on matters requiring discretionary authority without instructions from you.

If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under the rules applicable to brokers on which your broker may vote shares held in “street name” in the absence of your voting instructions. On non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes. It is anticipated that Proposals 1 and 2 will be non-discretionary items. To make sure that your vote is counted, you should instruct your broker to vote your shares, following the procedures provided by your broker.

Q: Can I change my vote or revoke my proxy?

A: If you are a stockholder of record, you can change your vote or revoke your proxy at any time before the special meeting by:

● By submitting a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above or by providing written notice of revocation to us before the special meeting at Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Kuala Lumpur, Malaysia 59200, Attention: Kiu Cu Seng, Chief Financial Officer, Executive Director and Secretary;

● By submitting a later proxy by Internet or by telephone as instructed above; or

● By attending the special meeting and voting at the meeting. Attending the special meeting will not, in and of itself, change or revoke a previously submitted proxy unless you specifically request it or vote at the special meeting. Your most current vote, whether by telephone, Internet or proxy card is the one that will be counted.

Q: Who is paying for this proxy solicitation?

A: We will pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses.

We have engaged Laurel Hill Advisory Group, LLC, to act as our proxy solicitor in connection with the proposals to be acted upon at our special meeting. Pursuant to our agreement, Laurel Hill Advisory Group, LLC will, among other things, provide advice regarding proxy solicitation issues and solicit proxies from our stockholders on our behalf in connection with the special meeting. For these services, we will pay a fee of approximately $20,000 plus expenses.

Q: Who can help answer my questions?

A: If you are a stockholder of Cyclacel and would like additional copies of this proxy statement/prospectus without charge or if you have questions about the Transaction, including the procedures for voting your shares, you should contact Laurel Hill Advisory Group, LLC, 2 Robbins Lane, Suite 201, Jericho, NY 11753, or by phone: (516) 933-3100 or via email to dcarlo@laurelhill.com, or you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639, or (3) send an email to sendmaterial@proxyvote.com. If you send an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

PROSPECTUS SUMMARY

This summary highlights selected information from this proxy statement/prospectus and may not contain all the information that is important to you. To better understand the Transaction, the proposals being considered at the special meeting, you should read this entire proxy statement/prospectus carefully, including the Exchange Agreement and the other annexes to which you are referred herein. For more information, please see the section entitled “Where You Can Find More Information” in this proxy statement/prospectus.

The Companies

CYCLACEL PHARMACEUTICALS, INC.

Level 10, Tower 11, Avenue 5, The Horizon

Bangsar South City, No. 8, Jalan Kerinchi

59200, Kuala Lumpur, Malaysia

Ph: (908) 517-7330

Cyclacel Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company working to develop innovative cancer medicines based on cell cycle, epigenetics and mitosis biology. We are a pioneer company in the field of cancer cell cycle biology with a vision to improve patient healthcare by translating insights in cancer biology into medicines that can overcome resistance and ultimately increase a patient’s overall survival.

The epigenetic/anti-mitotic program is evaluating plogo, a PLK1 inhibitor, in solid tumors and hematological malignancies. Our strategy is to build a diversified biopharmaceutical business based on a pipeline of novel drug candidates addressing oncology and hematology indications.

We have retained rights to commercialize our clinical development candidates and our business objective is to enter into selective partnership arrangements with these programs. Substantially all our efforts to date have been devoted to performing research and development, conducting clinical trials, developing and acquiring intellectual property, raising capital and recruiting and training personnel. As part of the Company’s efforts to reduce operating costs, it has determined to focus on the development of plogo only.

FITTERS DIVERSIFIED BERHAD

No. 1, Jalan Tembaga SD 5/2

Bandar Sri Damansara

52200 Kuala Lumpur, Selangor, Malaysia

Ph: +60 3-6276 7155

FITTERS Diversified Berhad, a Malaysia publicly-listed investment holding company on Bursa Securities (KL: 9318) (“Fitters Parent”) and its subsidiaries commenced its business operations as a fire protection and prevention solutions provider in the 1970s. On October 4, 1994, Fitters Parent gained official listing on the Second Board of Bursa Malaysia Securities Berhad (“Bursa Securities”) and was subsequently promoted to the Main Board of Bursa Securities on July 4, 2007.

Fitters Parent’s subsidiary, Fitters Sdn. Bhd. (the “Company”) operates as Malaysia’s one-stop fire protection specialist and is involved in the manufacturing, trading and specialized installation of fire-fighting equipment as well as the supply of fire safety protection products and services.

The Transaction (see page 62)

If the Transaction is completed, Fitters Parent shall convey, assign, and transfer all of its right, title and interest to all of its ordinary shares (the “Company Ordinary Shares” or “Shares” and each, a “Share”) of the Company to Parent. The Shares transferred to Parent at the Closing shall constitute 100% percent of the issued and outstanding capital shares of the Company. As consideration for its acquisition of the Shares, Parent shall pay an amount equal to $1,000,000 in cash (or such amount as mutually agreed upon prior to the Closing) and issue an amount of common stock, par value $0.001 per share (the “Parent Common Stock”) equal to nineteen and ninety-nine hundreds percent (19.99%) of the issued and outstanding shares of Parent Common Stock as of the Closing Date (the “Exchange Shares”) to Fitters Parent. In the event the value of the Exchange Shares is not mutually acceptable to both Parties prior to the Closing Date, the parties have agreed to negotiate in good faith an adjustment to the Exchange Shares. If the Transaction does not close by September 30, 2025, either party may terminate the Exchange Agreement and the Transaction.

Stockholders of Cyclacel will continue to own and hold their existing shares of Cyclacel common stock. Immediately after the Transaction, (a) current Parent’s stockholders are expected to own approximately 80.01% of the company and (b) Fitters Parent is expected to own approximately 19.99% of Parent, which amounts are subject to adjustment before the Closing. For a more complete description of the Transaction or the Exchange Shares, please see the sections entitled “The Transaction” beginning on page 62 and “The Exchange Agreement—Transaction Consideration and Exchange Shares” beginning on page 82.

The Transaction will be completed as promptly as practicable after all of the conditions to completion of the Transaction are satisfied or waived, including the approval of the stockholders of Cyclacel. Cyclacel and Fitters Parent are working to complete the Transaction as quickly as practicable. However, Cyclacel and Fitters Parent cannot predict the exact timing of the completion of the Transaction because it is subject to various conditions. After completion of the Transaction, assuming Cyclacel receives the required stockholder approval of Proposal 1 and Proposal 3, Cyclacel will be renamed Bio Green Med Solution, Inc.

Reasons for the Transaction (see pages 67 and 70)

Following the Transaction, the combined company will focus on the Company’s core program involving the provision of fire services. Cyclacel believes that the combine company will have the following potential advantages:

● the combined company, after the Transaction, will be a Nasdaq listed company focused on supplying and trading protective and fire safety equipment, including fire safety gear, fire doors, safety apparel, foam systems, and fire extinguishers. The strategic alignment between Parent and the Company enables Parent to gain exposure to a high-growth industry, while concurrently enhancing the Company’s access to US capital markets;

● the Company, after the Transaction, will be led by an experienced senior management team from the Company and the Cyclacel board of directors; and

● following the Transaction, the combined company is expected to enhance its global brand profile, as Parent leverages the Company’s established operational footprint in Southeast Asia, while the Company benefits from Parent’s market presence in North America.

Each of the board of directors of Cyclacel and Fitters Parent also considered other reasons for the Transaction, as described in this proxy statement/prospectus.

For example, Cyclacel’s board of directors considered, among other things:

● the pace of our ability to go to market through our program focused on epigenetics/mitosis control biology, which at present, in Cyclacel’s efforts to reduce operating costs, has caused a change to focus on the development of the plogo clinical program only while fadraciclib, Cyclacel’s subsidiary’s other drug development program, was being marketed for sale by liquidators and will no longer be part of the assets of Cyclacel as of January 2025, which means that the likelihood that Cyclacel could improve its revenue to benefit the stockholders of Cyclacel in the foreseeable future on a stand-alone basis is limited;

● the strategic alternatives of Cyclacel to the Transaction, including potential transactions that could have resulted from discussions that management and its representatives conducted with other potential strategic partners;

● the current market conditions, and Cyclacel’s current liquidity position, its depressed stock price and continuing net operating losses;

● the risks of continuing to operate Cyclacel on a stand-alone basis, including the need to rebuild its product candidate development program, infrastructure and management to continue its operations;

● Cyclacel management’s belief that it would be difficult to obtain additional equity or debt financing on acceptable terms, if at all;

● the opportunity as a result of the Transaction for Cyclacel stockholders to participate in the potential value that may result from advancing the Company’s pipeline of services on a global basis as a fire safety and prevention company focused on the provision of fire services and the potential increase in value of the company following the closing of the Transaction;

● the terms and conditions of the draft Exchange Agreement and associated transactions, as well as the safeguards and protective provisions included therein intended to mitigate risks; and

● the risk that Cyclacel is not able to successfully execute its business plan and commercialize its product candidate, plogo, on the planned timeline or at all.

In addition, Fitters Parent’s board of directors approved the Transaction based on a number of factors, including the following:

● The Company’s need for capital to support the increase to the sales of its current services to new geographic areas by accessing the United States’ public market capital, including sources of capital from a broader range of investors than it could otherwise obtain if it continued to operate as a subsidiary of Fitters Parent, which is listed on the Main Board of Bursa Securities (Malaysia);

● the expectation that the Transaction would be a more time-and cost-effective means to access capital than other options considered; and

● the fact that Exchange Shares of Cyclacel common stock issued to Fitters Parent will be registered pursuant to a registration statement on Form S-4 by Cyclacel and will become freely tradable for Fitters Parent.

Interests of the Directors and Executive Officers of Cyclacel in the Transaction (see page 79)

As of July 10, 2025, the directors and executive officers of Cyclacel owned or controlled approximately 51.20 % of the outstanding shares of Cyclacel common stock. In addition, Datuk Dr. Doris Wong, Cyclacel’s chief executive officer and executive director owns approximately seven (7%) percent of the issued and outstanding ordinary shares of Fitters Parent. In considering the recommendation of the board of directors that the stockholders vote to approve Proposal 1, stockholders should be aware that our current and former directors and executive officers have interests in the Transaction that are different from, or in addition to, the interests of stockholders generally.

These interests are discussed in more detail in the section entitled “The Transaction—Interests of the Directors and Executive Officers of Cyclacel in the Transaction” of this proxy statement/prospectus. The members of the board of directors were aware of the different or additional interests described in such section and considered these interests, among other matters, in evaluating and negotiating the Exchange Agreement and the Transaction, and in recommending to our stockholders that the Transaction be approved.

Interests of the Directors and Executive Officers of Fitters Parent in the Transaction (see page 82)

Cyclacel stockholders should be aware that certain executive officers and directors of Fitters Parent have interests in the Transaction that may be different from the interests of stockholders of Cyclacel.

Continued Service with the Company

Certain of the directors of Fitters Parent are expected to remain directors of the Company after the Closing.

Fairness Opinion of the Fitters Sdn. Bhd. and its subsidiaries (see page 70)

On April 8, 2025, Strategic Capital Advisory Sdn. Bhd. (“Strategic Capital Advisory”), a highly specialized corporate finance services company retained by Cyclacel, rendered its written fairness opinion (the “Fairness Opinion”) to the Cyclacel board of directors, that, as of the date of such opinion, and based upon the various assumptions, qualifications and limitations set forth therein, that the fair value of entire equity interest of Fitters Parent and its subsidiaries RM92.27 million to RM107.71 million, that translates to USD20.72 million to USD24.19 million (using the exchange rate of USD1.00 to RM4.453 as of the date of the written Fairness Opinion. Accordingly, Strategic Capital Advisory concluded that the purchase consideration falls within the ranges of values derived using the Discounted Free Cash Flow to Firm (“FCFF”) methodology, hence it is fair from a financial point of view, to the stockholders of Cyclacel.

The full text of the written Fairness Opinion of Strategic Capital Advisory dated April 8, 2025 is attached as Annex C to this proxy statement/prospectus and is incorporated by reference. Cyclacel encourages its stockholders to read the Fairness Opinion in its entirety for the assumptions made, procedures followed, other matters considered and limits of the review by Strategic Capital Advisory. The summary of the written opinion of Strategic Capital Advisory set forth elsewhere in the proxy statement/prospectus is qualified by reference to the full text of the Fairness Opinion. Strategic Capital Advisory provided its Fairness Opinion for the sole benefit and use of the board of directors of Cyclacel in its consideration of the Transaction. Strategic Capital Advisory’s Fairness Opinion is not a recommendation to any stockholder as to how to vote with respect to the proposed Transaction or to take any other action in connection with the Transaction or otherwise.

Management Following the Closing of the Transaction (see page 154)

Immediately following the Transaction, the executive management team of Cyclacel will remain the same, as set forth below:

Overview of the Exchange Agreement and Agreements Related to the Exchange Agreement

Transaction Consideration and Exchange Shares (see page 82)

At the effective time of the Transaction, each outstanding ordinary share of Fitters held by Fitters Parent will be exchanged for the Exchange Shares of Cyclacel, as described in more detail herein. No fractional shares of Cyclacel common stock will be issued in connection with the Transaction. Instead, all fractional shares of Cyclacel common stock that are issuable to Fitters Parent will be aggregated and will be rounded up into one full share of Cyclacel common stock.

The amount of Exchange Shares is calculated using a formula intended to allocate to Fitters Parent, a percentage of the combined company. As consideration for its acquisition of the shares of Cyclacel common stock, Parent shall pay an amount equal to $1,000,000 in cash (or such amount as mutually agreed upon prior to the Closing) and issue an amount of Parent Common Stock equal to nineteen and ninety nine hundreds (19.99%) percent of the issued and outstanding shares of Parent Common Stock as of the Closing Date to Fitters Parent by issuance of book-entry shares representing the Exchange Shares in accordance with the applicable provisions of the DGCL, and instruct Cyclacel’s transfer agent to update the register of stockholders of Parent.

Based on the estimates set forth above, following the completion of the Transaction, (a) current Cyclacel stockholders are expected to own approximately 80.01% of the common stock of Cyclacel, and (b) Fitters Parent is expected to own approximately 19.99% of the common stock of Cyclacel, which final percentages are subject to adjustment based on the number of Exchange Shares issued at the Closing, as set forth in the Exchange Agreement. In the event the value of the Exchange Shares is not mutually acceptable to both Parties prior to the Closing Date, the parties have agreed to negotiate in good faith an adjustment to the Exchange Shares. If the Transaction does not close by September 30, 2025, either party may terminate the Exchange Agreement and the Transaction.

Cyclacel stock options that remain unexercised prior to the effective time of the Transaction will remain outstanding following the effective time of the Transaction. Likewise, any outstanding warrants to purchase shares of Cyclacel common stock that are outstanding immediately prior to the effective time of the Transaction will remain outstanding following the effective time of the Transaction.

Conditions to the Completion of the Transaction (see page 98)

To complete the Transaction, each of the closing conditions set forth in the Exchange Agreement must be satisfied or waived including without limitation:

In addition to the foregoing closing conditions, the obligations of Parent and the obligations of Fitters Parent and the Company to consummate the transactions contemplated under the Exchange Agreement are also subject to the satisfaction or waiver in writing prior to the Effective Time of the certain conditions as discussed in this proxy statement/prospectus.

For purposes of the Exchange Agreement, “Parent Stockholder Exchange Vote” means the affirmative vote of a majority of the shares of Parent Common Stock properly cast being the only vote of the holders of any class or series of Parent’s capital stock necessary to approve the Exchange Agreement and thereby approve the transactions contemplated under the Exchange Agreement, including the issuance of the Exchange Shares to Fitters Parent pursuant to the terms of the Exchange Agreement.

Termination of the Exchange Agreement (see page 101)

Either of Fitters Parent or Cyclacel can terminate the Exchange Agreement under certain specified circumstances, which would prevent the Transaction from being consummated.

Regulatory Approvals (see page 98)

In the United States, Cyclacel must comply with applicable federal and state securities laws and the rules and regulations of The Nasdaq Stock Market in connection with the issuance of shares of Cyclacel common stock and the filing of this proxy statement/prospectus with the Securities and Exchange Commission. As of the date hereof, the registration statement on Form S-4 of which this proxy statement/prospectus is a part, has not become effective.

In Malaysia, Fitters Parent shall have complied with all applicable Bursa Malaysia Securities Berhad Main Market Listing Requirements, including any required notices to Bursa Malaysia and other necessary approvals regarding the transactions contemplated under this Agreement.

Material U.S. Federal Income Tax Consequences of the Transaction (see page 152)

The exchange of the Company Ordinary Shares by Fitters Parent for the Transaction consideration will be treated as an exchange described in Section 1001 of the Code, the material U.S. federal income tax consequences of which should be as follows:

● Fitters Parent will recognize gain or loss upon the conveyance, assignment, and transfer of all of its right, title and interest to the Company Ordinary Shares to Parent by delivering to Parent executed and transferrable Share certificates pursuant to the Transaction but such gain or loss will be taxable in the U.S. only if the gain or loss is effectively connected with a trade or business of Fitters Parent in the United States; and

● Even if Fitters Parent has a trade or business in the United States to which such gain is effectively connected, it will not be subject to tax if Fitters Parent is eligible for the benefits of a comprehensive income tax treaty with the United States and such trade or business does not also constitute a permanent establishment under the treaty.

Tax matters are very complicated; accordingly, you should consult your tax advisor for a full understanding of the tax consequences of the Transaction to you, including the applicability and effect of federal, state, and non-U.S. income and other tax laws. For more information, please see the section entitled “The Transaction—Material U.S. Federal Income Tax Consequences of the Transaction” of this proxy statement/prospectus.

The Transaction will not result in any material tax consequences to holders of Cyclacel common stock.

Nasdaq Stock Market Listing (see page 98)

Cyclacel anticipates that the company’s common stock will continue to be listed on The Nasdaq Stock Market following the closing of the Transaction under the trading symbol “BGMS.”

Anticipated Accounting Treatment (see page 93)

The Transaction will be recorded as a business combination under the acquisition method of accounting in accordance with U.S. GAAP and IFRS (i.e., ASC 805/IFRS 3) The Transaction will be treated by Cyclacel as a business combination under the acquisition method of accounting for business combinations in accordance with accounting principles generally accepted in the United States, or U.S. GAAP.

For accounting purposes, Cyclacel is considered to be acquiring Fitters Sdn. Bhd. (the “Company”) in the Transaction due to Cyclacel’s control over the Company after the Closing under U.S. GAAP, as defined in Accounting Standards Codification (“ASC 805-10”). ASC 805 applies to public and privately held entities and is applicable to all transactions or other events that meet the definition of a business combination.

Appraisal Rights (see page 93)

Holders of Cyclacel common stock are not entitled to appraisal rights in connection with the Transaction.

Risk Factors (see page 21)

Both Cyclacel and the Company are subject to various risks associated with their businesses and their industries. In addition, the Transaction, including the possibility that the Transaction may not be completed, poses a number of risks to each company and its respective securityholders, including the following risks:

These risks and other risks are discussed in greater detail under the section entitled “Risk Factors” in this proxy statement/prospectus. Cyclacel and Fitters Parent both encourage you to read and consider all of these risks carefully.

SELECTED HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Selected Historical Consolidated Financial Data of Cyclacel

The following summarizes our selected consolidated financial data for the periods and as of the dates indicated. We have derived the consolidated statement of operations data for the years ended December 31, 2024, 2023 and 2022 and the consolidated balance sheet data as of December 31, 2024 and 2023 from our audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The selected statement of operations data for the years ended December 31, 2021 and 2020 are derived from our consolidated financial statements or unaudited interim condensed consolidated financial statements not included in this proxy statement/prospectus. Our unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of our financial position as of March 31, 2025 and 2024 and our results of our operations for the three months ended March 31, 2025 and 2024. The results for the three months ended March 31, 2025 are not necessarily indicative of results to be expected for the year ended December 31, 2025 any other interim periods or any future period or year. This historical financial data should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cyclacel” and with our audited and unaudited consolidated financial statements and their related notes, which are included elsewhere in this proxy statement/prospectus.

Comparative Historical and Unaudited Pro Forma Per Share Data

The information below reflects the historical net loss and book value per share of Cyclacel common stock and the historical net loss and book value per share of the Company ordinary shares in comparison with the unaudited pro forma net loss and book value per share after giving effect to the Transaction on a pro forma basis. The pro forma amounts are presented for illustrative purposes only and are not necessarily indicative of what the financial position, results of operations or per share information of the company would have been if Cyclacel and Fitters Parent had effected the Transaction as of or for the periods presented.

You should read the information below in conjunction with the audited and unaudited consolidated financial statements of each of Cyclacel and the Company included in this proxy statement/prospectus and the related notes and the unaudited pro forma condensed combined financial information and notes related to such financial statements included elsewhere in this proxy statement/prospectus.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Cyclacel Pharmaceuticals, Inc. (“Cyclacel” or “Parent”) and FITTERS Diversified Berhad, a Malaysia publicly-listed investment holding company on Bursa Securities (KL: 9318) (“Fitters Parent”), which is the beneficial owner of all of the ordinary shares (the “Company Ordinary Shares” or “Shares” and each, a “Share”) of Fitters Sdn. Bhd., a private limited company incorporated in Malaysia (the “Company” or “Fitters Sdn. Bhd.”) entered into an Exchange Agreement dated as of May 6, 2025, as amended on July 7, 2025 and as it may be further amended from time to time (collectively, the “Exchange Agreement”) (“Fitters Parent” and “Parent” are sometimes referred to herein as the “Parties” or each, a “Party”). The Parties thereto intend to effect a voluntary share exchange between Parent and Fitters Parent (the “Exchange”), in which the Company will become a wholly-owned subsidiary of Parent, in accordance with the terms of the Exchange Agreement and the rules under Delaware General Corporation Law (the “DGCL”) and the Malaysian Companies Act. The Company has three wholly-owned subsidiaries: AHT NRG Asia Sdn. Bhd., FITTERS (Sarawak) Sdn. Bhd., and Modular Floor Systems (M) Sdn. Bhd.

Upon the terms and subject to the conditions set forth in the Exchange Agreement, and in accordance with the DGCL, at the Closing (as hereinafter defined), Fitters Parent shall convey, assign, and transfer all of its right, title and interest to the Company Ordinary Shares to Parent. The Shares transferred to Parent at the Closing shall constitute one hundred (100%) percent of the issued and outstanding capital shares of the Company. As consideration for its acquisition of the Company Ordinary Shares, Parent shall pay an amount equal to $1,000,000 in cash and issue an amount of common stock, par value $0.001 per share (the “Parent Common Stock”) equal to nineteen and ninety-nine hundreds percent (19.99%) of the issued and outstanding shares of Parent Common Stock as of the Closing Date (as defined below) (the “Exchange Shares”) to Fitters Parent. In the event the value of the Exchange Shares is not mutually acceptable to both Parties prior to the Closing Date, the parties have agreed to negotiate in good faith an adjustment to the Exchange Shares. If the Transaction does not close by September 30, 2025, either party may terminate the Exchange Agreement and the Transaction.

Upon the terms and subject to the conditions set forth in the Exchange Agreement, the closing of the Exchange (the “Closing”) shall take place no later than three business days after the date on which the conditions to Closing set forth in the Exchange Agreement shall have been satisfied or, to the extent permitted thereunder, waived by the appropriate Party (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions) or at such other time, date or location as the parties hereto agree. The date on which the Closing actually occurs and the transactions contemplated in the Exchange Agreement become effective is hereinafter referred to as the “Closing Date.” At the time of the Closing, Parent, Fitters Parent and the Company shall deliver the certificates and other documents and instruments required to be delivered thereunder.

The following unaudited pro forma condensed combined financial statements give effect to the exchange of all of the outstanding ordinary shares of the Company for newly-issued shares of common stock of Cyclacel in the Transaction, pursuant to the Exchange Agreement between the parties, and were prepared in accordance with the regulations of the Securities and Exchange Commission (the “SEC”). Cyclacel was determined to be the accounting acquirer based upon the terms of the Transaction and other factors including: (i) Cyclacel’s security holders will own 80.01% of the company, (ii) Cyclacel directors will hold all of the board seats in the combined company, and (iii) Cyclacel management will hold all key positions in the management of the combined company, immediately following the closing of the Transaction.

In the unaudited pro forma condensed combined financial statements, the Transaction will be recorded as a business combination using the acquisition method of accounting under accounting principles generally accepted in the United States, or “U.S. GAAP”. The Transaction will be accounted for as Cyclacel as the accounting acquirer, and it will record the assets acquired and liabilities assumed by Cyclacel in the Transaction at their fair values as of the acquisition date. Cyclacel and Fitters Parent have determined a preliminary estimated purchase price calculated as described in Note 2 to the unaudited pro forma condensed combined financial statements. The net tangible and intangible assets acquired and liabilities assumed in connection with the Transaction are recorded at their estimated acquisition date fair values. A final determination of these estimated fair values will be based on the estimated net tangible and intangible assets and liabilities of Cyclacel that exist as of the date of completion of the Transaction.

The unaudited pro forma condensed combined balance sheet as of March 31, 2025 gives effect to the Transaction as if it took place on March 31, 2025 and combines the historical balance sheets of Cyclacel and the Company as of such date. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2025 and for the year ended December 31, 2024 gives effect to the Transaction as if it took place as of January 1, 2025, and combines the historical results of Cyclacel and the Company for each period. The historical financial statements of Cyclacel and the Company have been adjusted to give pro forma effect to events that are (i) directly attributable to the Transaction, (ii) factually supportable, and (iii) with respect to the unaudited pro forma condensed combined statements of operations, at the date hereof are expected to have a continuing impact on the combined companies’ results.

The unaudited pro forma condensed combined financial information is based on the assumptions and adjustments that are described in the accompanying notes. The unaudited pro forma condensed combined financial statements and pro forma adjustments have been prepared based on preliminary estimates of fair value of assets acquired and liabilities assumed. Differences between these preliminary estimates and the final acquisition accounting are likely to occur and these differences could be material as compared to the accompanying unaudited pro forma condensed combined financial statements and the combined companies’ future results of operations and financial position. The actual amounts recorded as of the completion of the Transaction may also differ materially from the information presented in these unaudited condensed combined pro forma financial statements as a result of, among other factors, the amount of capital raised by the Company between entering the Exchange Agreement and closing of the Transaction; the amount of cash used in Cyclacel’s operations between the signing of the Exchange Agreement and the closing of the Transaction; the timing of closing of the Transaction; changes in the fair value of Cyclacel common stock; and other changes in the Cyclacel assets and liabilities that occur prior to the completion of the Transaction.

The unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies, if any. The unaudited pro forma condensed combined financial information is preliminary and has been prepared for informational purposes only and is not necessarily indicative of the financial position or results of operations in future periods or the results that actually would have been realized had Cyclacel and the Company been a combined company during the specified periods. The actual results reported in periods following the transaction are expected to differ significantly from those reflected in the unaudited pro forma condensed combined financial information presented herein for a number of reasons, including, but not limited to, the termination of Cyclacel clinical trials and the related reduction in work force in March 2025, sales of assets and actual differences from the assumptions used to prepare the pro forma financial information.

The unaudited pro forma condensed combined financial information, including the notes thereto, should be read in conjunction with the separate Cyclacel and Company historical financial statements, and their respective management’s discussion and analysis of financial condition and results of operations included elsewhere in this proxy statement/prospectus.

Unaudited Condensed Pro Forma Combined Balance Sheet as of March 31, 2025