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Cyclacel Pharmaceuticals, Inc. (NASDAQ:CYCC, NASDAQ:CYCCP, "Cyclacel" or the "Company"))), a biopharmaceutical company developing innovative medicines, today announced that it has entered into an amendment to the Exchange Agreement with FITTERS Diversified Berhad (9318.KL; "FITTERS"), an investment holding company engaged, through its subsidiaries, in the business of the sale of fire safety materials, equipment and fire prevention systems, "Waste-To-Resource" services and real estate development and construction.
Pursuant to the Exchange Agreement, all of the ordinary shares of FITTERS' subsidiary, Fitters Sdn. Bhd., a Malaysia-based private limited company ("Fitters Sub") shall be exchanged for common stock, par value $0.001, of Cyclacel (the "Purchaser Stock"), and Fitters Sub shall be continuing as a wholly-owned subsidiary of Cyclacel (the "Transaction"). As part of the Transaction, Cyclacel shall issue an amount of Purchaser Stock equal to 19.99% percent, which percentage may be subject to adjustment, of the issued and outstanding shares of Purchaser Stock as of the closing date to FITTERS. The amendment provides that in addition to the Purchaser Stock, Cyclacel will pay USD $1,000,000 or a mutually agreed upon amount at closing, to FITTERS as consideration under the Exchange Agreement. Additionally, the parties agreed to extend the Final Date (as defined under the Exchange Agreement) to September 30, 2025.
The Transaction is subject to approval from Cyclacel stockholders and FITTERS. The Exchange Agreement has been unanimously approved by the Boards of Directors of each of Cyclacel, FITTERS and Fitters Sub.
