Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

           Standard; Transfer of Listing.

As previously disclosed, on January 11, 2019, Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the "Company") received notice from the Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, based upon the closing bid price of the Company's common stock (the "Common Stock") for the previous 30 consecutive business days, the Company no longer satisfied the requirement to maintain a minimum bid price of $1.00 per share, as required by Nasdaq Listing Rule 5450(a)(1) (the "Bid Price Rule"). In accordance with the Nasdaq Listing Rules, the Company was afforded 180 days, or until July 8, 2019, to regain compliance with the Bid Price Rule by evidence of a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. The Company was previously afforded a second 180 calendar period, or until January 6, 2020, to regain compliance with the minimum closing bid price requirement under certain circumstances since the Company notified Nasdaq of its intent to cure the deficiency by effecting a reverse stock split in order to regain compliance with the minimum closing bid price requirement.

The Company was unable to regain compliance with the Bid Price Rule by January 6, 2020. Accordingly, on January 7, 2020, the Company received a letter from the Staff notifying it that its Common Stock and preferred stock would be subject to delisting from Nasdaq unless the Company timely appealed Nasdaq's determination to a Nasdaq Listing Qualifications Panel (the "Panel").

The Company intends to timely appeal Nasdaq's determination to the Panel, at which time it will present its plan to gain compliance with the Bid Price Rule, and request a further extension of time to do so. The Panel has the discretion to grant the Company up to an additional 180 calendar days from the date of the Staff's notice, or until July 6, 2020, to satisfy the Bid Price Rule. The Company's appeal will automatically stay any delisting action pending the issuance of a final decision and the expiration of any further extension granted by the Panel. There can be no assurance that the Panel will grant the Company's request for continued listing.

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