On January 28, 2013, Cyclacel Pharmaceuticals, Inc. (the “Company”) entered into the Securities Exchange Agreement (the “Agreement”) with one of its stockholders, pursuant to which the Company agreed to issue 116,894 shares of its common stock, $0.001 par value (the “Common Stock”), to the stockholder in exchange for their delivery to the Company of 65,013 shares of the Company’s 6% Exchangeable Convertible Preferred Stock (the “Preferred Stock”). The stockholder, 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 was settled on February 1, 2013, after which a total of 796,139 shares of Preferred Stock remain outstanding.