UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2007

CYCLACEL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)


Delaware 0-50626 91-1707622
(State or other jurisdiction
of incorporation)
(Commission File Number) (IRS Employer
Identification No.)

200 Connell Drive, Suite 1500
Berkeley Heights, NJ 07922
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (973) 847-5955

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



ITEM 8.01    Other Events.

On February 20, 2007, the Company issued a press release announcing the completion of its previously announced registered direct offering on February 16, 2007 resulting in gross proceeds of $36 million through the sale of 4,249,668 shares of common stock and warrants to purchase 1,062,412 shares of common stock. As a result of the issuance, there are 20,407,621 shares of common stock outstanding. A copy of the press release is attached hereto as Exhibits 99.1 and incorporated herein by reference.

Neither the filing of the press release as an exhibit to this report nor the inclusion in the press release of a reference to our internet address shall, under any circumstances, be deemed to incorporate the information available at our internet address into this report. The information available at our internet address is not part of this report or any other report filed by us with the SEC.

Item 9.01      Financial Statements and Exhibits.

(c)  Exhibits:

No. Description
99.1 Press Release dated February 20, 2007



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  CYCLACEL PHARMACEUTICALS, INC.
Dated: February 20, 2007      
  By: /s/ Paul McBarron
    Name: Paul McBarron
    Title: Executive Vice President, Finance & Chief Operating Office



Exhibit Index:


No. Description
99.1 Press Release dated February 20, 2007