Cyclacel Pharmaceuticals Inc

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PROPOSAL NO. 4 — SHARE INCREASE PROPOSAL

General

Our Board has determined that it is advisable to increase our authorized Common Stock from 100,000,000 shares to 250,000,000 shares, and has voted to recommend that the stockholders adopt an amendment to our Certificate effecting the proposed increase (the “Share Increase Amendment”). The full text of the proposed Share Increase Amendment to the Certificate is attached to this proxy statement as Appendix E.

As of January 6, 2025, approximately 11,256,133 shares of our Common Stock were issued and outstanding (excluding treasury shares) and approximately an additional 259,535,512 shares of Common Stock were reserved for issuance upon the conversion of certain securities (including up to 233,650,443 shares of Common Stock issuable upon conversion of each existing series of our preferred stock and 24,844,725 shares of Common Stock issuable pursuant to the Warrant Exchange) and exercise of options granted under our various stock-based plans. Accordingly, assuming the reservation of all of the shares of Common Stock described above (which number, for illustration purposes, has not been adjusted as a result of the Reverse Stock Split Amendment), the Company needs 170,791,645 additional shares of Common Stock to be authorized for future issuance under the Certificate.

Our Board believes it continues to be in our best interest to have sufficient additional authorized but unissued shares of Common Stock available in order to provide flexibility for corporate action in the future. Management believes that the availability of additional authorized shares for issuance from time to time in our Board’s discretion in connection with future financings, stock splits or for other corporate purposes is desirable in order to avoid repeated separate amendments to our Certificate and the delay and expense incurred in holding special meetings of the stockholders to approve such amendments. We currently have no specific understandings, arrangements or agreements with respect to any future acquisitions that would require us to issue a material amount of new shares of our common stock. However, our Board believes that the currently available unissued shares do not provide sufficient flexibility for corporate action in the future.

We will not solicit further authorization by vote of the stockholders for the issuance of the additional shares of Common Stock proposed to be authorized, except as required by law, regulatory authorities or rules of The Nasdaq Stock Market or any other stock exchange on which our shares may then be listed. The issuance of additional shares of Common Stock could have the effect of diluting existing stockholder earnings per share, book value per share and voting power. Our stockholders do not have any preemptive right to purchase or subscribe for any part of any new or additional issuance of our securities.

In order to approve this proposal, assuming that a quorum is present at the Special Meeting, the affirmative vote of a majority of the votes cast by the stockholders entitled to vote on the Share Increase Proposal is required for the proposal to pass. Abstentions and broker non-votes, if any, will have no effect on the Share Increase Proposal.

As of the Record Date, there were 11,256,133 shares of Common Stock and 1,000,000 shares of our Series C Preferred Stock outstanding and entitled to vote. Holders of our Common Stock are entitled to one (1) vote for each share of Common Stock outstanding as of the Record Date. Holders of our Series C Preferred Stock will vote together with the holders of our Common Stock on the Share Increase Proposal on an as-converted to Common Stock basis, such that the number of votes per share of Series C Preferred Stock is equal to 2.65. As of the Record Date, holders of our Series C Preferred Stock are entitled to 2.65 votes for each share of Series C Preferred Stock outstanding.

The Board unanimously recommends that you vote “FOR” Proposal No. 4 to approve the Share Increase Proposal.