SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 23254L108

13G

(1)

Names of Reporting Persons
Capital Ventures International

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power  **
1,371,960

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power  **
1,371,960

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,371,960

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

(11)

Percent of Class Represented by Amount in Row (9)
2.5%

(12)

Type of Reporting Person (See Instructions)
CO

CUSIP No. 23254L108

13G

(1)

Names of Reporting Persons
Heights Capital Management, Inc.

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
0

(6)

Shared Voting Power  **
1,371,960

(7)

Sole Dispositive Power
0

(8)

Shared Dispositive Power  **
1,371,960

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
1,371,960

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

(11)

Percent of Class Represented by Amount in Row (9)
2.5%

(12)

Type of Reporting Person (See Instructions)
CO

CUSIP No. 23254L108

13G

Item 1.

(a)

Name of Issuer
Cyclacel Pharmaceuticals, Inc.

(b)

Address of Issuer’s Principal Executive Offices
200 Connell Drive, Ste. 1500, Berkeley Heights, NJ, 07922

Item 2(a).

Name of Person Filing
This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the shares of Common Stock of the Company, $0.001 par value per share (the “Shares”).

(i)            Capital Ventures International

(ii)           Heights Capital Management, Inc.

Item 2(b).

Address of Principal Business Office or, if none, Residence
The address of the principal business office of Capital Ventures International is:

One Capitol Place

P.O Box 1787 GT

Grand Cayman, Cayman Islands

British West Indies

The address of the principal business office of Heights Capital Management, Inc. is:

101 California Street, Suite 3250

San Francisco, California 94111

Item 2(c).

Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

Item 2(d)

Title of Class of Securities
Common Stock, $0.001 par value per share

Item 2(e)

CUSIP Number
23254L108

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

(k)

o

Group, in accordance with rule 13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

CUSIP No. 23254L108

13G

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

The number of Shares reported as beneficially owned consists of (i) 334,910 Shares, (ii) an option to purchase 821,355 Shares (the “Option”) and (iii) warrants to purchase 215,695 shares of Common Stock.  The number of Shares reported as beneficially owned does not include (i) warrants to purchase 821,355 shares of Common Stock that are not exercisable within 60 days of the date of this report or (ii) warrants to purchase 410,677 shares of Common Stock, which warrants are issuable upon exercise by the Reporting Person of the Option.  None of the warrants mentioned in this paragraph are exercisable to the extent that the total number of Shares then beneficially owned by a Reporting Person and its Affiliates and any other Persons whose beneficial ownership of Shares would be aggregated with such Reporting Person for purposes of Section 13(d) of the Exchange Act, would exceed 4.99%.

The Company’s Prospectus (Registration Statement No. 333-170421) dated December 6, 2010 and filed on December 7, 2010 indicates there were 54,909,661 Shares outstanding as of the completion of the offering covered thereby.

Heights Capital Management, Inc., which serves as the investment manager to Capital Ventures International, may be deemed to be the beneficial owner of all Shares owned by Capital Ventures International. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   x

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

CUSIP No. 23254L108

13G

Item 10.

Certification

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits:

Exhibit I: Joint Filing Agreement, dated as of October 15, 2010, by and among Capital Ventures International and Heights Capital Management, Inc.

Dated:

February 11, 2011

CAPITAL VENTURES INTERNATIONAL

HEIGHTS CAPITAL MANAGEMENT, INC.

By:

Heights Capital Management, Inc.

By:

/s/ Brian Sopinsky

pursuant to a Limited Power of Attorney

Name:

Brian Sopinsky

Title

Secretary

By:

/s/ Brian Sopinsky

Name:

Brian Sopinsky

Title

Secretary

CAPITAL VENTURES INTERNATIONAL

HEIGHTS CAPITAL MANAGEMENT, INC.

By:

Heights Capital Management, Inc.

By:

/s/ Brian Sopinsky

pursuant to a Limited Power of Attorney

Name:

Brian Sopinsky

Title

Secretary

By:

/s/ Brian Sopinsky

Name:

Brian Sopinsky

Title

Secretary