Bio Green Med Solution, Inc.

Regulatory Filings • Jun 7, 2016

CORRESP 1 filename1.htm

Cyclacel Pharmaceuticals, Inc. 200 Connell Drive, Suite 1500 Berkeley Heights, NJ 07922 (908) 517-7330

June 7, 2016

VIA EDGAR

United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549

RE: Cyclacel Pharmaceuticals, Inc. Registration Statement on Form S-3/A Commission File No. 333- 211046 Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Cyclacel Pharmaceuticals, Inc. (the “ Company ”) hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-3 be accelerated to Wednesday, June 8, 2016, at 10:00 a.m. Eastern Time, or as soon as practicable thereafter.

The Company acknowledges that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Any questions regarding this request should be addressed to Jeffrey Schultz, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, New York, 10017, telephone (212) 692-6732.

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Very truly yours,

Cyclacel Pharmaceuticals, Inc.

/s/ Paul McBarron By: Paul McBarron Its: Executive Vice President – Finance, Chief Operating Officer and Chief Financial Officer

cc:
Joel I. Papernik, Esq. Jeffrey Schultz, Esq.

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