Cyclacel Pharmaceuticals enters exchange agreement with Fitters

Cyclacel Pharmaceuticals (CYCC) announced that it entered into an Exchange Agreement with FITTERS Diversified Berhad, 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 shall be exchanged for common stock, par value $0.001, of Cyclacel, and Fitters Sub shall be continuing as a wholly-owned subsidiary of Cyclacel. As part of the Transaction, Cyclacel shall issue an amount of Purchaser Stock equal to 19.99%, which percentage may be subject to adjustment, of the issued and outstanding shares of Purchaser Stock as of the closing date to FITTERS. At the closing, it is expected that Cyclacel stockholders will own approximately 80.01% of the combined company. Cyclacel expects that at the closing of the Transaction, its common shares will continue to be listed on the Nasdaq Capital Market under a new ticker symbol and Cyclacel will be renamed Bio Green Med Solution, Inc. Among the termination rights, both Cyclacel and FITTERS have the right to terminate the Exchange Agreement if the closing date of the Transaction has not occurred on or before August 31, 2025. It is currently anticipated that none of the officers or directors of FITTERS or Fitters Sub will be appointed to Cyclacel. 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.