Item 3.03 Material Modification to Rights of Security Holders.

On October 19, 2009, the Board of Directors (the "Board") of Cyclacel Pharmaceuticals, Inc. (the "Company") decided not to declare the quarterly cash dividend on the Company's 6% Convertible Exchangeable Preferred Stock (the "Preferred Stock") with respect to the third quarter of 2009 that would have otherwise been payable on November 1, 2009.

As previously disclosed, the Board also did not declare the quarterly cash dividend with respect to the first and second quarters of 2009. To the extent that any dividends payable on the Preferred Stock are not paid, such unpaid dividends are accrued. If the Company fails to pay in an aggregate amount equal to at least six quarterly dividends (whether or not consecutive) on the Preferred Stock, the size of the Company's Board will be increased by two members and the holders of the Preferred Stock, voting separately as a class, will have the right to vote to fill the two vacancies created thereby until the Company pays all accrued but unpaid dividends, at which time such right is terminated.

The Board will continue to evaluate the payment of the cash dividend on a quarterly basis.

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