Full Press Release Details
Pharmaceuticals, INC. Announces EXECUTION OF Share Exchange Agreement to Make Fitters Sdn. Bhd. its Wholly-owned Subsidiary to Accelerate
Growth and STOCKholder Value
KUALA LUMPUR, MALAYSIA, May 6, 2025 - Cyclacel
Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; "Cyclacel" or the "Company") today announced that it entered
into an 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. At the closing, it is expected that Cyclacel stockholders will own approximately 80.01% of the
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
About Fitters Sdn. Bhd.
Fitters Sdn. Bhd. ("Fitters Sub") is
a Malaysia-based private limited company specializing in distributing, trading and installing various protective and fire safety materials
and equipment and fire protection and prevention systems with a reputation for reliability and compliance with stringent regulatory standards.
| Headquartered in Kuala Lumpur, Malaysia, Fitters Sub provides a wide range of fire safety products, including fire extinguishers, foam system, fire-resistant doors, personal protective equipment (PPE), and fire safety apparel. | |
| Mission is to deliver high-quality, certified safety solutions that enhance protection across commercial, industrial, healthcare, and residential sectors. |
information, please visit http://www.fittersgroup.com.
About Cyclacel Pharmaceuticals, Inc.
is a clinical-stage, biopharmaceutical company developing innovative cancer medicines based on cell cycle, epigenetics and mitosis biology.
The epigenetic/anti-mitotic program is evaluating plogosertib, a PLK1 inhibitor, in patients with both solid tumors and hematological
malignancies. Cyclacel's strategy is to build a diversified biopharmaceutical business based on a pipeline of novel drug candidates
addressing oncology and hematology indications. For additional information, please visit www.cyclacel.com.
Financial and Legal Advisors to the Transaction
ARC Group Limited is acting as exclusive financial
advisor to Cyclacel with Rimon, P.C. (Washington, DC) serving as Cyclacel's legal counsel. Messrs. Ong, Ric & Partners, Advocates
& Solicitors (Kuala Lumpur) is serving as legal counsel to FITTERS and Fitters Sub.
Important Information
and Where to Find It
Additional information
about the proposed Transaction will be provided in a Report on Form 8-K to be filed by Cyclacel with the U.S. Securities and Exchange
Commission ("SEC") and available at www.sec.gov.
In connection with the
proposed Transaction, a registration statement on Form S-4 (the "Form S-4") is expected to be filed by the Company with the
SEC. Upon the closing of the Transaction, it is expected that the Company will be the ultimate parent of Fitters Sub. The Form S-4 will
include a prospectus relating to the offer and sale of securities to be issued in connection with the completion of the Transaction. It
will also include a preliminary proxy statement to be distributed to holders of the Company's common stock in connection with its
solicitation of proxies for the vote of its stockholders in connection matters relating to the Transaction.
This press release does
not contain all the information that should be considered concerning the Transaction or any other matter and is not intended to form the
basis of any investment decision or any other decision in respect of the Transaction or any other matter. The Company and Fitters Sub
urge investors, stockholders, shareholders and other interested persons to read, when available, the Form S-4, including the prospectus
and the proxy statement included therein and the amendments thereto as well as any other documents filed with the SEC in connection with
the Transaction as these materials will contain important information about the Company, Fitters Sub and the Transaction.
After the Form S-4 has
been filed and declared effective, the definitive proxy statement will be mailed to the Company's stockholders as of the record
date established for voting on the matters set forth therein. The Company and Fitters Sub stockholders will be able to obtain copies
of such documents, without charge, once available, at the SEC's website at www.sec.gov, or by directing a request to Cyclacel
Pharmaceuticals, Inc. via email to: ir@cyclacel.com.
INVESTMENT IN ANY SECURITIES
DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR
ENDORSED THE MERITS OF THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED THEREIN.
Solicitation of Proxies
This communication is
not a solicitation of a proxy from any investor or securityholder. The Company, Fitters Sub, and their respective directors, executive
officers and other members of their management and employees, may, under SEC rules, be deemed to be participants in the solicitation of
proxies of the Company's stockholders in connection with the Transaction. Investors and securityholders may obtain more detailed
information regarding the names, affiliations and interests of the Company's directors and executive officers in the Company's
Annual Report on Form 10-K filed with the SEC on April 2, 2025, and other reports filed with the SEC. Additional information regarding
the participants will also be included in the Form S-4, when it becomes available. When available, these documents can be obtained free
of charge from the sources indicated above.
No Offer or Solicitation
No offer or offering of
equity interests or securities of any kind is being made, conducted or extended at this time. This communication is for informational
purposes only and does not constitute or include an offer to sell, or a solicitation of an offer to purchase or subscribe for, equity
interests or securities of any kind or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of any
such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction. Any such offer or solicitation will be made only in connection with the delivery of a
prospectus meeting the requirements of the Securities Act of 1933, as amended, or exemptions therefrom.
For further information
Cyclacel Pharmaceuticals,
Datuk Dr. Doris Wong
Chief Executive Officer
Email: ir@cyclacel.com
Forward-looking Statements
release contains "forward-looking statements." Such statements which are not purely historical (including, but not limited
to statements that contain words such as "will," "believes," "plans," "anticipates," "expects,"
"intends," "would," "could" and "estimates") are forward-looking statements and include
any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to, the consummation
factors, among others, that may affect actual results or outcomes include: (i) changes in domestic and foreign business, market, financial,
political and legal conditions; (ii) the inability of the Company and FITTERS to consummate the proposed Transaction successfully or timely,
including the risk that any required approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely
affect the combined company or the expected benefits of the proposed Transaction or that the approval of the stockholders of the Company
and Fitters Sub is not obtained; (iii) failure to realize the anticipated benefits of the proposed Transaction; (iv) the ability of the
combined company to grow and manage its growth effectively; (v) the ability of each of the Company and Fitters Sub to execute their respective
business plan; (vi) estimates of the size of the markets for the combined company's respective products; (vii) the rate and degree
of market acceptance of the combined company's products outside of its existing markets; (viii) the Company's ability to identify
and integrate acquisitions; (ix) future investments in technology and operations; (x) potential litigation involving the Company or Fitters
Sub; (xi) risks relating to the uncertainty of the projected financial information with respect to Fitters Sub; (xii) the effects of competition
on Fitters Sub's business; (xiii) developments and changes in laws and regulations; (xiv) the impact of significant investigative,
regulatory or legal proceedings; (xv) general economic and market conditions impacting demand for the combined company's products
and services; (xvi) the ability to meet Nasdaq's listing standards prior to and following the consummation of the proposed Transaction;