Cyclacel Pharmaceuticals Announces Leadership Change After $6.3M Share Purchase; Datuk Dr. Doris Wong Sing Ee Acquires 70% Stake And Becomes CEO; David Lazar Resigns As Interim CEO, Kiu Cu Seng Appointed CFO

Cyclacel Pharmaceuticals, Inc. ("Cyclacel") (NASDAQ:CYCC, NASDAQ:CYCCP), a biopharmaceutical company that develops innovative cancer medicines, today announced a change in control and leadership on February 26, 2025.

Pursuant to the closing of a Securities Purchase Agreement (the "Agreement") between Cyclacel's former interim chief executive officer David Lazar ("Seller") and Datuk Dr. Doris Wong Sing Ee ("Purchaser"), executed on February 11, 2025, Purchaser purchased from Seller, 1,000,000 shares of Series C Convertible Preferred Stock of Cyclacel, $0.0001 par value per share (the "Series C") and such number of the 2,100,000 shares of Series D Convertible Preferred Stock of Cyclacel, $0.0001 par value per share (the "Series D") held by Seller so that Purchaser owns 70% of the issued and outstanding shares of Cyclacel, which resulted in the issuance of 1,745,262 shares of Series D (collectively, the Series C and Series D, the "Securities"). The transaction contemplated by the Agreement closed on February 26, 2025 (the "Closing Date") at which point Purchaser purchased and succeeded to all of Seller's rights and interests under the securities purchase agreement between Seller and Cyclacel dated January 2, 2025.

Purchaser acquired the Securities for a total consideration of $6,300,000 (the "Purchase Price") less a holdback amount of $100,000 (the "Holdback Amount") to the escrow agent. The Purchase Price included a cash brokerage fee of $800,000. The Holdback Amount will be held by Purchaser for 120 days from the Closing Date to satisfy any indemnity and other agreed upon claims and expenses.

On the Closing Date, Seller issued written notice to Cyclacel to exercise the conversion rights related to the Series C and Series D shares into the common stock, par value $0.001 per share (the "Common Stock") of Cyclacel registered in Purchaser's name, as follows: (i) 1,000,000 shares of Series C into 2,650,000 shares of Common Stock and (ii) 1,745,262 shares of Series D into 191,978,820 shares of Common Stock. As of the Closing Date, Purchaser has become the new controlling shareholder of Cyclacel.

At the same time, David Lazar resigned as interim chief executive officer and secretary and Datuk Dr. Doris Wong Sing Ee was elected as Chief Executive Officer and Executive Director of Cyclacel. Cyclacel also announced the appointment of Kiu Cu Seng as Executive Director, Secretary and Chief Financial Officer and, in such role, he will serve as the Company's co-principal financial officer and co-principal accounting officer along with David Lazar until the effective date of his resignation on the earlier of the filing date of the Company's annual report on Form 10-K for the fiscal year ended December 31, 2024 or March 31, 2025.