Cyclacel Pharmaceuticals announces amendment to exchange agreement with FITTERS Diversified Berhad.

Cyclacel Pharmaceuticals has amended its Exchange Agreement with FITTERS Diversified Berhad to exchange all of Fitters Sub's ordinary shares for common stock. The agreement is part of Cyclacel's efforts to expand its operations and explore new business opportunities. The amendment is subject to certain conditions and regulatory approvals.

Kuala Lumpur, Malaysia, July 02, 2025 — Cyclacel Pharmaceuticals, Inc. (NASDAQ: CYCC, NASDAQ: CYCCP; “Cyclacel” or the “Company”) has announced an amendment to its Exchange Agreement with FITTERS Diversified Berhad (9318.KL; “FITTERS”), an investment holding company engaged in various businesses including fire safety materials and real estate development. The amendment involves the exchange of all ordinary shares of FITTERS’ subsidiary, Fitters Sdn. Bhd. (9318.KL; “Fitters Sub”), for common stock of Cyclacel. The transaction is part of Cyclacel's strategy to diversify its biopharmaceutical portfolio and expand its operations [1].

Under the terms of the amended agreement, Fitters Sub will become a wholly-owned subsidiary of Cyclacel. Cyclacel will issue an amount of common stock equal to 19.99% of its issued and outstanding shares as of the closing date to FITTERS. Additionally, Cyclacel will pay USD $1,000,000 or a mutually agreed-upon amount at closing as consideration. The Final Date of the transaction has been extended to September 30, 2025 [1].

The amendment is subject to approval from Cyclacel stockholders and FITTERS, as well as regulatory clearances. The Exchange Agreement has been unanimously approved by the Boards of Directors of each of Cyclacel, FITTERS, and Fitters Sub. Fitters Sub specializes in distributing, trading, and installing various protective and fire safety materials and equipment with a reputation for reliability and compliance with stringent regulatory standards [1].

Cyclacel is a clinical-stage biopharmaceutical company developing innovative cancer medicines based on cell cycle, epigenetics, and mitosis biology. The company's epigenetic/anti-mitotic program is evaluating plogosertib, a PLK1 inhibitor, in patients with both solid tumors and hematological malignancies. The company aims to build a diversified biopharmaceutical business with a pipeline of novel drug candidates addressing oncology and hematology indications [1].

The transaction is expected to bring operational synergies and potential revenue growth for Cyclacel. However, it is subject to various risks and uncertainties, including the satisfaction of conditions to closing, regulatory approvals, and the successful integration of Fitters Sub's operations. Investors and stakeholders are encouraged to review the Proxy Statement/Prospectus and other relevant documents that will be filed with the SEC for comprehensive information about the transaction [1].

References:
[1] https://finance.yahoo.com/news/cyclacel-pharmaceuticals-announces-amendment-exchange-100000366.html