Failure to Satisfy Listing Rule - Form 8-K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 27, 2024, Cyclacel Pharmaceuticals, Inc. (the "Company") received a notice (the "Notice") from the Listing Qualifications Staff ("Staff") of The Nasdaq Stock Market LLC ("Nasdaq") stating that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(1) because the Company reported stockholders' equity of less than $2.5 million as of December 31, 2023. The Company's stockholders' equity was $607,000 as of December 31, 2023.

The Company must submit a plan to the Staff no later than May 10, 2024 advising of actions it has taken or will take to regain compliance with Nasdaq Listing Rule 5550(b)(1). If the Staff determines to accept the plan, the Staff can grant the Company an extension of up to 180 calendar days from the date of the Notice to regain compliance. If the Staff does not approve the plan, the Company may appeal that decision to a Nasdaq hearings panel.

The Company's management is reviewing its options to address the noncompliance and expects to submit a plan on or before the May 10, 2024 deadline.

The Notice has no immediate effect on the Company's Nasdaq listing, and its common stock will continue to be listed under the symbol "CYCC." However, if the Company fails to timely regain compliance with the Nasdaq Listing Rule 5550(b)(1), then the common stock will be subject to delisting from Nasdaq.