CYCLACEL PHARMACEUTICALS ANNOUNCES AMENDMENT TO EXCHANGE AGREEMENT

Rhea-AI Summary

Cyclacel Pharmaceuticals (NASDAQ: CYCC) has amended its Exchange Agreement with FITTERS Diversified Berhad. The amended agreement includes a new cash consideration of $1 million in addition to the previously agreed stock exchange and extends the final date to September 30, 2025.

Under the Transaction, Cyclacel will acquire all ordinary shares of Fitters Sdn. Bhd., making it a wholly-owned subsidiary, in exchange for Cyclacel common stock representing 19.99% of outstanding shares. The deal requires approval from both companies' stockholders and has received unanimous board approval from all parties involved.

Positive

• Acquisition expands company's business portfolio into fire safety and waste management sectors
• Deal structure preserves cash with majority of consideration in stock
• Transaction received unanimous board approval from all parties

Negative

• Additional $1 million cash payment requirement adds to transaction costs
• 19.99% share issuance will cause significant dilution for existing shareholders
• Transaction completion dependent on shareholder approval from both companies

Kuala Lumpur, Malaysia, July 07, 2025 (GLOBE NEWSWIRE) -- 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.

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.

■	Operates as a “ONE-STOP” Protective Clothing Specialist and distribution of fire retardant uniforms and supplier of Scotchlite reflective material.
■	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.

For additional information, please visit http://www.fittersgroup.com.

About Cyclacel Pharmaceuticals, Inc.

Cyclacel 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.

Forward-looking Statements

Certain statements contained in this press release may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the Exchange and the exchange of equity interests contemplated by the Exchange Agreement, the issuance of the Company’s common stock, the closing of the transaction and the expected filing of the proxy statement/prospectus by the Company. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (i) the risk that the conditions to the closing of the proposed transaction are not satisfied, including the failure to timely or at all obtain stockholder approval for the proposed transaction or the failure to timely or at all obtain any required regulatory clearances; (ii) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each of the Company and FITTERS to consummate the proposed transaction; (iii) the ability of the Company and Fitters Sub to integrate their businesses successfully and to achieve anticipated synergies; (iv) the possibility that other anticipated benefits of the proposed transaction will not be realized, including without limitation, anticipated revenues, expenses, earnings and other financial results, and growth and expansion of the combined company’s operations, and the anticipated tax treatment of the combination; (v) potential litigation relating to the proposed transaction that could be instituted against the Company, Fitters Sub, FITTERS or their respective directors; (vi) possible disruptions from the proposed transaction that could harm the Company’s and/or Fitters Sub’s respective businesses; (vii) the ability of the Company and Fitters Sub to retain, attract and hire key personnel; (viii) potential adverse reactions or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction; (ix) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect the Company’s or Fitters Sub’s financial performance; (x) certain restrictions during the pendency of the proposed transaction that may impact the Company’s or Fitters Sub’s ability to pursue certain business opportunities or strategic transactions; (xi) legislative, regulatory and economic developments; (xii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors; and (xiii) such other factors as are set forth in the Company’s periodic public filings with the SEC, including but not limited to those described under the heading “Risk Factors” in the Company’s Form 10-K for the fiscal year ended December 31, 2024. The Company can give no assurance that the conditions to the proposed transaction will be satisfied. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Important Information about the Exchange and Where to Find It

This press release relates to a proposed transaction among the Company, FITTERS and Fitters Sub. In connection with the proposed transaction, the Company intends to file with the SEC a registration statement on Form S-4 that will include a proxy statement of the Company and that will constitute a prospectus with respect to shares of the Company’s common stock to be issued in the proposed transaction (the “Proxy Statement/Prospectus”). The Company may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Proxy Statement/Prospectus or any other document which the Company may file with the SEC. INVESTORS, FITTERS AND COMPANY STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED BY THE COMPANY WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors, FITTERS and Company stockholders will also be able to obtain free copies of the Proxy Statement/Prospectus (when available) and other documents containing important information about the Company, Fitters and the proposed transaction that are or will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company will also be available free of charge on the Company’s website at www.cyclacel.com.

No Offer or Solicitation

This press release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Participants in the Solicitation

The Company and certain of its directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s stockholders in connection with the proposed transaction will be set forth in the Proxy Statement/Prospectus on Form S-4 for the proposed transaction, which is expected to be filed with the SEC by the Company. Investors and FITTERS and Company stockholders are urged to read the Proxy Statement/Prospectus and other relevant documents that will be filed with the SEC by the Company carefully and in their entirety when they become available because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus and other documents containing important information about Fitters and the Company through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company can be obtained free of charge by directing a written request to Cyclacel Pharmaceuticals, Inc., at ir@cyclacel.com.

Contacts

Cyclacel Pharmaceuticals, Inc.
Datuk Dr. Doris Wong Sing Ee
Chief Executive Officer
Email: ir@cyclacel.com

© Copyright 2025 Cyclacel Pharmaceuticals, Inc. All Rights Reserved. The Cyclacel logo and Cyclacel® are trademarks of Cyclacel Pharmaceuticals, Inc.

SOURCE:
Cyclacel Pharmaceuticals, Inc.

FAQ

What are the key terms of Cyclacel's amended Exchange Agreement with FITTERS?

The amended agreement includes a $1 million cash payment and 19.99% of Cyclacel's common stock in exchange for acquiring Fitters Sdn. Bhd., with a final date extended to September 30, 2025.

How much dilution will CYCC shareholders face from the FITTERS transaction?

Cyclacel shareholders will face 19.99% dilution from the new shares to be issued to FITTERS as part of the transaction.

When is the deadline for Cyclacel's FITTERS acquisition?

The final date for the transaction has been extended to September 30, 2025.

What approvals are needed for Cyclacel's acquisition of Fitters Sdn. Bhd.?

The transaction requires stockholder approval from both Cyclacel and FITTERS, though it has already received unanimous board approval from all parties.

What business will Cyclacel acquire through the FITTERS transaction?

Cyclacel will acquire Fitters Sdn. Bhd., which operates in fire safety materials, equipment, fire prevention systems, waste-to-resource services, and real estate development.