Cyclacel Pharmaceuticals Inc

​

SPECIAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

Table of Contents

i

TABLE OF CONTENTS​

ii

TABLE OF CONTENTS​

SPECIAL MEETING PROXY STATEMENT

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 6, 2025

The Notice of Special Meeting, Proxy Statement and Proxy Card are available at:

www.proxyvote.com

We are making these proxy materials available to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Cyclacel Pharmaceuticals, Inc. (the “Company”) for a Special Meeting of Stockholders (the “Special Meeting”) and for any adjournment or postponement of the Special Meeting. The mailing of the notice of internet availability of these proxy materials will commence on January 21, 2025.

This Special Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively via online audio-only broadcast. You will be able to participate in the Special Meeting, vote your shares and submit your questions during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/CYCC2025SM. The Special Meeting will be held in virtual format only.

In this Proxy Statement, “we,” “us,” “our,” “Cyclacel” and the “Company” refer to Cyclacel Pharmaceuticals, Inc.

This Proxy Statement is being made available to you because you own shares of our Common Stock, par value $0.001 per share, or preferred stock, par value $0.001 per share, as of the record date, which entitles you to vote at the Special Meeting. By use of a proxy, you can vote whether or not you attend the Special Meeting. This Proxy Statement describes the matters we would like you to vote on and provides information on those matters.