Item 1.01 Entry into a Material Definitive Agreement

On December 31, 2012, Cyclacel Pharmaceuticals, Inc. (the "Company") entered into the Securities Exchange Agreement (the "Agreement") with Tang Capital Partners, LP ("Tang"), pursuant to which the Company agreed to issue 631,561 shares of its common stock, $0.001 par value (the "Common Stock"), to Tang in exchange for Tang's delivery to the Company of 351,990 shares of the Company's 6% Exchangeable Convertible Preferred Stock (the "Preferred Stock"). Tang, who is not an "affiliate" of the Company within the meaning of Rule 144(a)(1) under the Securities Act of 1933, as amended (the "Securities Act"), approached the Company with the proposed exchange transaction (the "Exchange"). The terms of the Exchange were determined by arms-length negotiations between the parties. The shares of Common Stock were issued in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act for securities exchanged by the issuer and an existing security holder where no commission or other remuneration is paid or given directly or indirectly by the issuer for soliciting such exchange. This transaction is expected to settle on January 2, 2013, after which a total of 861,152 shares of Preferred Stock will remain outstanding.

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