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): August 29, 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.

As previously reported, on August 26, 2024, the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) determined that Cyclacel Pharmaceuticals, Inc. (the “Company”) was not in compliance with the Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”) because the Company reported stockholders’ equity of less than $2.5 million as of June 30, 2024. The notice from the Staff further stated that unless the Company timely requests a hearing before a Nasdaq Hearings Panel (the “Panel”), the Company’s securities would be subject to delisting.

Accordingly, the Company timely requested a hearing before the Panel and a hearing has been scheduled for October, 15, 2024. The request automatically stays any suspension or delisting action pending the Panel’s decision after the hearing and the expiration of any additional extension period granted by the Panel after the hearing. At the hearing, the Company will present its plan for regaining and sustaining compliance with the Equity Rule for continued listing. However, there can be no assurance that a hearing with the Panel will be successful or, if the Panel determines to continue the Company’s listing, that the Company will be able to satisfy the continued listing criteria subsequent to the hearing. If the Company’s appeal is denied by the Panel or if the Company fails to regain compliance with Nasdaq Listing Rules during any additional compliance period granted by the Panel, the Company’s common stock will be subject to delisting from the 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: August 30, 2024