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 ExchangeAct of 1934

Date of Report (Dateof earliest event reported): December 28, 2022

CYCLACEL

PHARMACEUTICALS, INC.

(Exact name of registrantas specified in its charter)

Delaware	0-50626	91-1707622
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission File Number)	(IRS Employer<br><br> <br>Identification No.)

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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)

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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):

¨	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)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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<br> Stock, par value $0.001 per share	CYCC	The<br> Nasdaq Stock Market LLC
Preferred<br> Stock, $0.001 par value	CYCCP	The<br> Nasdaq Stock Market LLC

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 5.02 Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Extension of Employment Agreements of Spiro Rombotis and PaulMcBarron

On June 15, 2021, Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”) entered into an Employment Agreement with each of Mr. Spiro Rombotis, President and Chief Executive Officer of the Company and Paul McBarron, Executive Vice President-Finance, Chief Financial Officer and Chief Operating Officer of the Company, each of which became effective as of January 1, 2021 (the “Employment Agreements”). On December 28, 2022, the Company entered into an Extension Agreement with each of Mr. Rombotis and Mr. McBarron (the “ExtensionAgreements”), which extend the term of the Employment Agreements by six months to June 1, 2023. The original terms of the Employment Agreements were scheduled to expire on January 1, 2023. The Extension Agreements will become effective as of January 1, 2023, and all other terms and conditions of the Employment Agreements remain the same.

The foregoing description of the Extension Agreements is a summary and is qualified in its entirety by reference to the terms of the Extension Agreements, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)         Exhibits.

The following exhibits are being furnished with this Current Report on Form 8-K.

Exhibit No.	Description
10.1	Extension Agreement between Cyclacel Pharmaceuticals, Inc. and Spiro Rombotis, effective as of<br> January 1, 2023.
10.2	Extension Agreement between Cyclacel Pharmaceuticals, Inc. and Paul McBarron, effective as of January<br> 1, 2023.
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.

CYCLACEL PHARMACEUTICALS, INC.
By:	/s/ Paul McBarron
Name:	Paul McBarron
Title:	Executive Vice President-Finance,
	Chief Financial Officer and Chief Operating Officer

Date: December 30, 2022

Exhibit 10.1

CYCLACEL PHARMACEUTICALS, INC.

200 Connell Drive, Suite 1500

Berkeley Heights, NJ 07922

December 28, 2022

Mr. Spiro Rombotis

c/o Cyclacel Pharmaceuticals, Inc.

200 Connell Drive, Suite 1500

Berkeley Heights, NJ 07922

Dear Mr. Rombotis:

Reference is made to the agreement between us (the “Agreement”) made as of January 1, 2021. This will confirm our agreement to extend the Agreement through the period ended June 1, 2023, effective as of January 1, 2023. Please confirm your agreement to the foregoing by signing below in the space provided.

Sincerely,
CYCLACEL<br> PHARMACEUTICALS, INC.
By:	/s/<br> Paul McBarron
Name:	Paul<br> McBarron
Title:	EVP,<br> Finance & COO
ACKNOWLEDGED<br> AND AGREED:
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/s/<br> Spiro Rombotis
Spiro<br> Rombotis

Exhibit 10.2

CYCLACEL PHARMACEUTICALS, INC.

200 Connell Drive, Suite 1500

Berkeley Heights, NJ 07922

December 28, 2022

Mr. Paul McBarron

c/o Cyclacel Pharmaceuticals, Inc.

200 Connell Drive, Suite 1500

Berkeley Heights, NJ 07922

Dear Mr. McBarron:

Reference is made to the agreement between us (the “Agreement”) made as of January 1, 2021. This will confirm our agreement to extend the Agreement through the period ended June 30, 2023, effective as of January 1, 2023. Please confirm your agreement to the foregoing by signing below in the space provided.

Sincerely,
CYCLACEL<br> PHARMACEUTICALS, INC.
By:	/s/ Spiro Rombotis
Name:	Spiro Rombotis
Title:	President & CEO
ACKNOWLEDGED<br> AND AGREED:
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/s/<br> Paul McBarron
Paul<br> McBarron