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SEC Company Response from Cyclacel Pharmaceuticals, Inc. (BGMS, BGMSP) (CIK 0001130166) (BGMS) — Jun 18, 2010

Cyclacel Pharmaceuticals, Inc. (BGMS, BGMSP) (CIK 0001130166)
Date: June 18, 2010 · CIK: 0001130166 · Accession: 0000950123-10-059404

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File numbers found in text: 333-140034

Date
June 18, 2010
Author
Not clearly detected
Form
CORRESP
Company
Cyclacel Pharmaceuticals, Inc. (BGMS, BGMSP) (CIK 0001130166)

Letter

VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Attention: Brian Pitko, Esq. Re: Cyclacel Pharmaceuticals, Inc. Post —Effective Amendment No. 1 on Form S-1 to Form S-3, as amended File Number: 333-140034

Dear Mr. Pitko:

Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of 1933, as amended, Cyclacel Pharmaceuticals, Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned Post-Effective Amendment No. 1 to Registration Statement on Form S-1 to Form S-3, as amended, be accelerated to Tuesday, June 22, 2010, at 4:30 p.m., EST, or as soon as thereafter practicable.

Please note that we acknowledge the following:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Securities and Exchange Commission

June 18, 2010

Page 2

Any questions should be addressed to Avisheh Avini, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue, New York, New York 10017, telephone (212) 935-3000.

Thank you very much.

Very truly yours,
CYCLCAEL PHARMACEUTICALS, INC.

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CORRESP
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Correspondence

Cyclacel Pharmaceuticals, Inc.

200 Connell Drive, Suite 1500

Berkeley Heights, NJ 07922

June 18, 2010

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Attention: Brian Pitko, Esq.

    Re:

    Cyclacel Pharmaceuticals, Inc.

Post —Effective Amendment No. 1 on Form S-1 to Form S-3, as amended

File Number: 333-140034

Dear Mr. Pitko:

Pursuant to Rule 461 of the Rules and Regulations promulgated under the Securities Act of
1933, as amended, Cyclacel Pharmaceuticals, Inc. (the “Company”) hereby requests that the
effectiveness of the above-captioned Post-Effective Amendment No. 1 to Registration Statement on
Form S-1 to Form S-3, as amended, be accelerated to Tuesday, June 22, 2010, at 4:30 p.m., EST, or
as soon as thereafter practicable.

Please note that we acknowledge the following:

    •

    should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its
full responsibility for the adequacy and accuracy of the disclosure in the filing;
and

    •

    the Company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Securities and Exchange Commission

June 18, 2010

Page 2

Any questions should be addressed to Avisheh Avini, Esq., at Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue, New York, New York 10017, telephone
(212) 935-3000.

Thank you very much.

    Very truly yours,

CYCLCAEL PHARMACEUTICALS, INC.

/s/
Paul McBarron

    Paul McBarron

    Executive Vice President—Finance,

Chief Financial Officer and Chief Operating
Officer

    cc:

    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Joel I. Papernik, Esq.