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.

As previously reported, on August 26, 2024, the Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") determined that Cyclacel Pharmaceuticals, Inc. (the "Company") was not in compliance with the Nasdaq Listing Rule 5550(b)(1) (the "Equity Rule") because the Company reported stockholders' equity of less than $2.5 million as of June 30, 2024. The notice from the Staff further stated that unless the Company timely requests a hearing before a Nasdaq Hearings Panel (the "Panel"), the Company's securities would be subject to delisting.

Accordingly, the Company timely requested a hearing before the Panel and a hearing has been scheduled for October, 15, 2024. The request automatically stays any suspension or delisting action pending the Panel's decision after the hearing and the expiration of any additional extension period granted by the Panel after the hearing. At the hearing, the Company will present its plan for regaining and sustaining compliance with the Equity Rule for continued listing.However, there can be no assurance that a hearing with the Panel will be successful or, if the Panel determines to continue the Company's listing, that the Company will be able to satisfy the continued listing criteria subsequent to the hearing. If the Company's appeal is denied by the Panel or if the Company fails to regain compliance with Nasdaq Listing Rules during any additional compliance period granted by the Panel, the Company's common stock will be subject to delisting from the Nasdaq.