8-K

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

June30, 2025

Date

of Report (date of earliest event reported)

Cyclacel

Pharmaceuticals, Inc.

(Exact name of Registrant as specified in its charter)

Level10, Tower 11, Avenue 5, No. 8

JalanKerinchi, Kuala Lumpur, Malaysia 592000

(Address of principal executive offices) (Zip code)

(908)517-7330

(Registrant’s telephone number, including area code)

NotApplicable

(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):

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 5.07Submission 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.

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.

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.

Item9.01 Financial Statements and Exhibits.

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.