Benzinga | Apr 29, 2021 04:15PM EDT

Cyclacel Pharma Files Proxy Materials

To Our Stockholders:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Cyclacel Pharmaceuticals, Inc. (the "Company") to be held at 10:00 a.m., E.D.T., on June 15, 2021. As a result of the public health and travel risks and concerns due to the COVID-19 pandemic, this year's annual meeting will be held via live audio webcast on the internet. You will be able to participate, vote and submit your questions during the annual meeting by visiting www.virtualshareholdermeeting.com/CYCC2021. You will not be able to attend the annual meeting physically.

The attached Notice of Annual Meeting and proxy statement describe the business we will conduct at the annual meeting and provide information about us that the holders of our common stock (the "Common Stock") should consider when voting.

At the annual meeting, we will ask our holders of Common Stock to:

1.

re-elect each of Paul McBarron, Dr. Christopher Henney, and Dr. Robert Spiegel, nominees for Class 3 directors, to our Board of Directors;

2.

ratify the selection of RSM US LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021;

3.

approve a proposed amendment to the Company's 2018 Equity Incentive Plan to increase the number of shares of Common Stock available for the grant of awards by 700,000 shares; and

4.

approve by an advisory vote the compensation of our named executive officers, as disclosed in this proxy statement.

The Board of Directors recommends the approval of each of these proposals.

Such other business will be transacted as may properly come before the annual meeting and at any adjournments or postponements thereof.

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 29, 2021, we will commence mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access our proxy statement for our 2021 Annual Meeting of Stockholders and our 2020 annual report to stockholders. The Notice also provides instructions on how to vote online and how to receive a paper copy of the proxy materials by mail.

We hope you will be able to attend the annual meeting. Whether you plan to attend the annual meeting or not, it is important that you cast your vote either at the meeting or by proxy. You may vote over the Internet as well as by telephone or by mail. Therefore, when you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the annual meeting, whether or not you can attend.

Thank you for your ongoing support of Cyclacel Pharmaceuticals, Inc. We look forward to seeing you at the annual meeting.

Sincerely,

/s/ Spiro Rombotis

Spiro Rombotis

President and Chief Executive Officer

TABLE OF CONTENTS

Cyclacel Pharmaceuticals, Inc.

200 Connell Drive, Suite 1500

Berkeley Heights, New Jersey 07922

April 29, 2021

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

? TIME: ? ? 10 a.m. E.D.T ?

? DATE: ? ? June 15, 2021 ?

This year?s annual meeting will be a virtual meeting via live audio webcast on the Internet. You will be able to attend the annual meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/? ACCESS: ? ? ?CYCC2021 and entering the 16-digit control number included ? in the Notice of Internet Availability or proxy card that you receive. For further information about the virtual annual meeting, please see the Questions and Answers about the Meeting beginning on page 2 of the accompanying proxy statement.? PURPOSES: ? ? For the holders of our common stock (?Common Stock?): ?

1.

To re-elect each of Paul McBarron, Dr. Christopher Henney,? ? ? ? and Dr. Robert Spiegel, nominees for Class 3 directors, to ? our Board of Directors;

?

2.

To ratify the selection of RSM US LLP as our independent? ? ? ? registered public accounting firm for our fiscal year ending ? December 31, 2021;

?

3.

To approve a proposed amendment to the Company?s 2018 Equity Incentive Plan to increase the number of shares of Common? ? ? ? Stock available for the grant of awards by 700,000 shares; ? and

?

4.

? ? ? ? To approve by an advisory vote the compensation of our named ? executive officers, as disclosed in this proxy statement.

?

In addition, the Company will transact any other business that may properly be presented before the annual meeting or at any adjournment or postponement thereof.

WHO MAY VOTE?

You may vote if you were the record holder of our Common Stock at the close of business on April 20, 2021. A list of stockholders of record will be available at the annual meeting and during the ten days prior to the annual meeting at the office of our Secretary at the above address.

All stockholders are cordially invited to attend the annual meeting. Whether you plan to attend the annual meeting or not, we urge you to vote by following the instructions in the Notice of Internet Availability of Proxy Materials that you previously received and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the meeting. If you participate in and vote your shares at the annual meeting, your proxy will not be used.

By order of the Board of Directors

/s/ Paul McBarron

Paul McBarron,

Secretary