8-K

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Dateof earliest event reported): March 27, 2024

CYCLACEL

PHARMACEUTICALS, INC.

(Exact name of registrantas specified in its charter)

200Connell Drive**, Suite 1500**

Berkeley

Heights, NJ 07922

(Address of principalexecutive offices and zip code)

Registrant’s telephone

number, including area code: (908

) 517-7330

(Former Name or FormerAddress, if Changed Since Last Report)

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

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

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 3.01 Notice of Delistingor Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 27, 2024, Cyclacel Pharmaceuticals, Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Staff (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(1) because the Company reported stockholders’ equity of less than $2.5 million as of December 31, 2023. The Company’s stockholders’ equity was $607,000 as of December 31, 2023.

The Company must submit a plan to the Staff no later than May 10, 2024 advising of actions it has taken or will take to regain compliance with Nasdaq Listing Rule 5550(b)(1). If the Staff determines to accept the plan, the Staff can grant the Company an extension of up to 180 calendar days from the date of the Notice to regain compliance. If the Staff does not approve the plan, the Company may appeal that decision to a Nasdaq hearings panel.

The Company’s management is reviewing its options to address the noncompliance and expects to submit a plan on or before the May 10, 2024 deadline.

The Notice has no immediate effect on the Company’s Nasdaq listing, and its common stock will continue to be listed under the symbol “CYCC.” However, if the Company fails to timely regain compliance with the Nasdaq Listing Rule 5550(b)(1), then the common stock will be subject to delisting from Nasdaq.

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: March 28, 2024