Cyclacel Pharmaceuticals, Inc. Cyclacel Pharmaceuticals ANNOUNCES $8.0 MILLION PRIVATE PLACEMENT PRICED AT-THE-MARKET

Pharmaceuticals ANNOUNCES $8.0 MILLION PRIVATE PLACEMENT

AT-THE-MARKET UNDER NASDAQ RULES

HEIGHTS, NJ, April 30, 2024 -- Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; "Cyclacel"

or the "Company"), a biopharmaceutical company developing innovative medicines based on cancer cell biology, today announced

that it has entered into definitive agreements for the purchase and sale of an aggregate of 4,968,945 shares of common stock (or pre-funded

warrant in lieu thereof), series A warrants to purchase up to 4,968,945 shares of common stock and short-term series B warrants to purchase

up to 4,968,945 shares of common stock at a purchase price of $1.61 per share of common stock (or per pre-funded warrant in lieu thereof)

and accompanying warrants in a private placement priced at-the-market under Nasdaq rules. The series A warrants and short-term series

B warrants will have an exercise price of $1.36 per share and will be exercisable immediately upon issuance. The series A warrants will

expire five and one-half years from the date of issuance and the short-term series B warrants will expire eighteen months from the date

of issuance. The private placement is expected to close on or about May 2, 2024, subject to the satisfaction of customary closing

H.C. Wainwright & Co. is acting as the

exclusive placement agent for the offering.

The gross proceeds from the offering are expected

to be approximately $8.0 million, prior to deducting placement agent's fees and other offering expenses payable by the Company.

The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.

The securities described above are being offered

in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or

Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under

the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered

or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements

of the Securities Act and such applicable state securities laws. Pursuant to a registration rights agreement with investors, the Company

has agreed to file a resale registration statement covering the securities described above.

This press release shall not constitute an offer

to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction

in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any

such state or other jurisdiction.

About Cyclacel Pharmaceuticals, Inc.

a clinical-stage, biopharmaceutical company developing innovative cancer medicines based on cell cycle, transcriptional regulation and

mitosis biology. The transcriptional regulation program is evaluating fadraciclib, a CDK2/9 inhibitor, and the anti-mitotic program CYC140,

a PLK1 inhibitor, in patients with both solid tumors and hematological malignancies. Cyclacel's strategy is to build a diversified

biopharmaceutical business based on a pipeline of novel drug candidates addressing oncology and hematology indications. For additional

information, please visit www.cyclacel.com.

Forward-looking Statements

news release contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to be materially

different from historical results or from any future results expressed or implied by such forward-looking statements. Such forward-looking

statements include, among other things, statements related to the completion of the offering, the satisfaction of customary closing conditions

related to the offering and the intended use of proceeds therefrom. Factors that may cause actual results to differ materially include

market and other conditions, the risk that product candidates that appeared promising in early research and clinical trials do not demonstrate

safety and/or efficacy in larger-scale or later clinical trials, trials may have difficulty enrolling, Cyclacel may not obtain

approval to market its product candidates, the risks associated with reliance on outside financing to meet capital requirements, the

risks associated with reliance on collaborative partners for further clinical trials, development and commercialization of product candidates

and Cyclacel's ability to regain and maintain compliance with Nasdaq's continued listing requirements. You are urged to consider

statements that include the words "may," "will," "would," "could," "should," "believes,"

"estimates," "projects," "potential," "expects," "plans," "anticipates,"

"intends," "continues," "forecast," "designed," "goal," or the negative of those words

or other comparable words to be uncertain and forward-looking. For a further list and description of the risks and uncertainties the

Company faces, please refer to our most recent Annual

Report on Form 10-K and other periodic and other filings we file with the Securities and Exchange Commission and are available

at www.sec.gov. Such forward-looking statements are current only as of the date they are made,

and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Copyright 2024 Cyclacel Pharmaceuticals, Inc. All Rights

Reserved. The Cyclacel logo and Cyclacel are trademarks of Cyclacel Pharmaceuticals, Inc.