UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 14, 2012

CYCLACEL PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (908) 517-7330

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01               Other Information.

On May 14, 2012, Cyclacel Pharmaceuticals, Inc. (the “Company”) mailed a letter to its stockholders enclosing an additional proxy card relating to the upcoming annual meeting scheduled for May 23, 2012 and reminding them to vote their shares with respect to the following proposals:

·                  the election of directors,

·                  to approve the reverse stock split in a ratio of up to and including 1:10, such ratio to be determined by the Company’s Board of Directors, so as to enable the Company to regain compliance with the minimum per share bid price requirement and thereby continue its listing on The NASDAQ Global Market,

·                  to approve the 2006 amended and restated equity incentive plan to increase the number of shares available for the grant of awards by 4.8 million shares (on a pre-split basis), and

·                  to ratify the appointment of an independent registered public accounting firm.

A copy of the letter is attached as Exhibit 99.1, and the information contained therein is incorporated herein by reference.

Neither the filing of the letter as an exhibit to this Report nor the inclusion in the letter of a reference to our internet address shall, under any circumstances, be deemed to incorporate the information available at our internet address into this Report. The information available at our internet address is not part of this Report or any other report filed by us with the Securities and Exchange Commission.

Item 9.01               Financial Statements and Exhibits.

(d)           Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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Exhibit 99.1

**** IMPORTANT ****

May 14, 2012

Dear Cyclacel Pharmaceuticals, Inc. Shareholder:

Enclosed you will find an additional proxy form relating to Cyclacel Pharmaceutical’s Annual Meeting of Shareholders to be held on May 23, 2012.

At our annual meeting, shareholders will act upon:

·                  the election of directors,

·                  to approve the reverse stock split in a ratio of up to and including 1:10, such ratio to be determined by our Board of Directors, so as to enable us to regain compliance with the minimum per share bid price requirement and thereby continue our listing on The NASDAQ Global Market,

·                  to approve the 2006 amended and restated equity incentive plan to increase the number of shares available for the grant of awards by 4.8 million shares (on a pre-split basis), and

·                  to ratify  the appointment of our independent registered public accounting firm.

Your Board, as fellow shareholders, urges each of you to vote “FOR” each of the proposals outlined in the proxy statement previously sent to you.

***Please Vote Today***

We are sending you this reminder notice because we have not yet heard from you, and we urge you to vote your shares immediately.  As a shareholder, you have the right to vote over the Internet or by telephone, and we are asking you to do so now to save Cyclacel Pharmaceuticals, Inc. further expense and to ensure that your vote is counted.  Instructions on how to vote over the telephone or Internet are enclosed in this package.

We strongly encourage you to exercise your right to vote, and to vote by telephone or over the Internet using the instructions provided.

If you sign and return the enclosed form without indicating a different choice, your shares will be voted “FOR” each of the proposals.

Thank you for your investment in Cyclacel Pharmaceuticals, Inc. and for voting your shares.  If you have questions or need help voting your shares, please call our proxy solicitation firm, Morrow & Co., LLC at 1-(800) 607-0088.

x  200 Connell Drive, Suite 1500, Berkeley Heights, New Jersey  07922, USA  Tel +1 (908) 517 5330 Fax +1 866 271 3466

o  1 James Lindsay Place, Dundee, DD1 5JJ, UK  Tel +44 1382 206 062 Fax +44 1382 206 067

www.cyclacel.com  –  info@cyclacel.com