Cyclacel Pharmaceuticals, Inc. announced that it has entered into definitive agreements for the purchase and sale of an aggregate of 4,968,945 shares of common stock at a price of $1.61 per share for the gross proceeds $8,000,001.45, series A warrants to purchase up to 4,968,945 shares of common stock and short-term series B warrants to purchase up to 4,968,945 shares of common stock and accompanying warrants on April 30, 2024. The series A warrants and short-term series B warrants will have an exercise price of $1.36 per share and will be exercisable immediately upon issuance. The series A warrants will expire five and one-half years from the date of issuance and the short-term series B warrants will expire eighteen months from the date of issuance.

The private placement is expected to close on or about May 2, 2024, subject to the satisfaction of customary closing conditions. The securities described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended and/or Regulation D promulgated thereunder.