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 combined company.
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