Bio Green Med Solution, Inc. — Director's Dealing 2025

Jan 8, 2025

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Cyclacel Pharmaceuticals, Inc. (CYCC)
CIK: 0001130166
Period of Report: 2025-01-02

Reporting Person: Lazar David E. (Director, Chief Executive Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series C Convertible Preferred Stock	$		Common Stock (2650000)		Direct

Footnotes

F1: No shares of Common Stock are beneficially owned.

F2: On January 2, 2025, David E. Lazar (the "Reporting Person") and Cyclacel Pharmaceuticals, Inc. (the "Company"), entered into a securies purchase agreement pursuant to which the Reporting Person will acquire (i) an aggregate of 1,000,000 shares of the Company's Series C Convertible Preferred Stock (the "Series C Preferred Stock") at a price of $1.00 per share and (ii) an aggregate of 2,100,000 shares of the Company's Series D Convertible Preferred Stock (the "Series D Preferred Stock", and together with the Series C Preferred Stock, the "Preferred Stock") at a price of $1.00 per share. Each share of Series C Preferred Stock is convertible into 2.65 shares of the Company's Common Stock at any time, subject to certain ownership limitations. The initial closing took place on January 6, 2025, whereby the Reporting Person acquired 200,000 shares of Series C Preferred Stock for a total purchase price of $1,000,000.

F3: The Reporting Person will acquire the shares of Series D Preferred Stock at a subsequent closing, subject to satisfaction of certain closing conditions, for a total purchase price of $2,100,000. Each share of Series D Preferred Stock will be convertible into 110 shares of the Company's Common Stock at any time, subject to certain ownership limitations.

F4: The Series C Preferred Stock is perpetual and therefore has no expiration date.

F5: The shares of Series C Preferred Stock are convertible at the option of the Reporting Person for no additional consideration.