Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer or Listing.

On October 27, 2009, Cyclacel Pharmaceuticals, Inc. (the "Company") received a deficiency letter from The NASDAQ Stock Market LLC ("NASDAQ") notifying the Company that for the last 30 consecutive business days the bid price of the Company's securities had closed below $1.00 per share, the minimum closing bid price required by the continued listing requirements of NASDAQ set forth in NASDAQ Marketplace Rule 5450(a)(1) (the "Rule").

In accordance with Marketplace Rule 5810(c)(3)(A), the Company has been given a grace period of 180 calendar days, or until April 26, 2010, to regain compliance with the Rule. To regain compliance, the closing bid price of the Company's securities must meet or exceed $1.00 per share for at least ten consecutive business days. If the Company does not regain compliance with the Rule by April 26, 2010, NASDAQ will provide written notification to the Company indicating that its securities may be delisted from The NASDAQ Global Market. Alternatively, the Company may be eligible for an additional grace period if it meets the initial listing standards, with the exception of bid price, for The NASDAQ Capital Market.

On October 30, 2009, the Company issued a press release announcing its receipt of NASDAQ's deficiency letter. A copy of the press release is being furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

The following exhibit is furnished herewith:

99.1 Press release, dated October 30, 2009

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