SINGAPORE, Oct. 14, 2025 (GLOBE NEWSWIRE) -- CytoMed Therapeutics Limited (NASDAQ: GDTC) (“CytoMed” or “Company”), a Singapore-based clinical stage biopharmaceutical company focused on harnessing its proprietary technologies to develop novel affordable donor-derived cell-based immunotherapies for the treatment of a broad range of cancers, including both blood and solid tumours, today announced that it has submitted a cash bid for an undisclosed sum with Michael Magnay and Rob Croxen of Alvarez and Marsal Eu ...

Core Insights - The company reported a 100% increase in revenue to SGD 156,000 for the six months ended June 30, 2025 [2] - A net loss of $2.05 million was recorded, which could be reduced to $1.44 million when excluding certain costs [2] - Cash and bank balances stood at $2.86 million as of June 30, 2025, with a net tangible asset (NTA) of $7.15 million [2] Financial Performance Overview - Revenue for the first half of 2025 was generated from private banking services after acquiring the necessary license and assets [3] - Other operating income decreased by 8.5% year-on-year [2] - Loss per share was reported at $0.19 for the six months ended June 30, 2025 [2]

Financial Performance - Revenue increased by 100% to $156,000 for the six months ended June 30, 2025, compared to the same period in 2024 [3] - Other operating income decreased by 8.5% year on year, from $422,000 in H1 2024 to $386,000 in H1 2025 [5] - Net loss reported was $2,050,000 in 2025, which could be reduced to $1,440,000 when excluding certain costs [3][7] - Loss per share was $0.19 for the six months ended June 30, 2025 [4] - Cash and bank balances decreased from $4,970,000 as of December 31, 2024, to $2,860,000 as of June 30, 2025 [7] Business Line Performance - Revenue of $156,000 was generated from private banking services after acquiring a license and certain assets under IPSE depository in Malaysia [4] - Research expenses increased by 19.3% from $974,000 in H1 2024 to $1,160,000 in H1 2025, driven by higher employee benefits and clinical trial expenses [6] Market Data - The company reported a net loss in currency exchange of $402,000 and a net loss of $227,000 in fair value changes on warrant liability [5] - As of June 30, 2025, there were 72,371 warrants outstanding, with fair value changes of $76,000 recorded in the profit and loss account [8] Company Strategy and Industry Competition - The company is focusing on clinical trials and collaborations, with ongoing projects including CTM and iPSC GDNKT [9][10] - A new ATM agreement was signed with Levity to raise up to $4.3 million, indicating a strategy to enhance funding [11] - The corporate banking business is being rebranded as Longevity Bank, reflecting a strategic shift [11] Management Commentary on Operating Environment and Future Outlook - Management highlighted the completion of dose level one in a clinical trial and plans to complete Phase one trials in 2026 [9] - The company aims to apply for GDT trials in Malaysia and other locations, indicating a focus on expanding its market presence [10] Other Important Information - The company’s manufacturing facility has been audited by the Ministry of Health of Malaysia, ensuring compliance and operational readiness [11] Q&A Session Summary - The earnings call concluded without any questions from participants, indicating a lack of immediate inquiries regarding the financial performance or strategic direction [12]

Core Insights - CytoMed Therapeutics Limited has published a preclinical study indicating the potential of its allogeneic γδ T cell therapy (CTM-GDT) for treating acute myeloid leukemia (AML) [1][2] - The study was conducted in collaboration with The University of Texas, MD Anderson Cancer Center, under a research agreement established in May 2023 [1] - The findings support further clinical studies of allogeneic donor-derived γδ T cells for AML and other cancers, with plans to advance their next γδ T cell-based product into clinical trials [2] Company Overview - CytoMed, incorporated in 2018, is a clinical stage biopharmaceutical company focused on developing novel donor-derived cell-based immunotherapies for various cancers [3] - The company utilizes proprietary technologies, including gamma delta T cells and iPSC-derived gamma delta Natural Killer T cells, inspired by the success of CAR-T therapies in hematological malignancies [3] - CytoMed aims to provide innovative immunotherapy options for patients with limited treatment alternatives, particularly in Southeast Asia [3]

Exhibit 99.1 CYTOMED THERAPEUTICS LIMITED AND SUBSIDIARIES UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS INDEX | Page | | | --- | --- | | Unaudited Interim Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Loss for the Six months | | | ended June 30, 2024 and 2025 | 1 | | Unaudited Interim Condensed Consolidated Statements of Financial Positions as of December 31, 2024 and June 30, 2025 | 2 | | Unaudited Interim Condensed Consolidated Statements of Cash Flows for th ...

Core Insights - CytoMed Therapeutics Limited has successfully expanded clinical-scale natural killer (NK) cells from cord blood units that have been cryopreserved for over a decade, paving the way for new revenue streams and growth opportunities [1] - The company is reorganizing to create a new cord blood-derived biotech under LongevityBank Pte Ltd, which will focus on autologous therapies while CytoMed will concentrate on allogeneic therapies [2][3] - The acquisition of a licensed cord blood bank in Malaysia provides access to valuable cord blood for developing therapeutics for autoimmune diseases and cancers [4] Company Strategy - LongevityBank will leverage personalized cellular banking services for autologous therapies, while CytoMed will focus on donor blood-derived allogeneic therapies, which have ongoing clinical trials in Singapore and India [3] - The company plans to restart its cord blood banking business with new services, including immune cell banking, supported by resources from CytoMed [5] - Management intends to invest up to US$500,000 in LongevityBank to enhance laboratory capabilities and expedite research and development [5] Market Opportunity - The spinoff of LongevityBank is seen as a strategic move to manufacture cord blood-derived NK cells, which are being researched for their potential in treating autoimmune diseases [6] - The rising incidence of autoimmune diseases and increasing acceptance of personalized therapies present a favorable market environment for the company's offerings [7] - The cord blood bank acquisition is expected to positively impact the group's revenue, with better-than-anticipated performance [7]

Core Viewpoint - CytoMed Therapeutics Limited has entered into an At-the-Market Sales Agreement to raise up to $4,304,945 through the sale of ordinary shares, which will be used for general corporate purposes and potential acquisitions [1][2][3] Group 1: Company Overview - CytoMed Therapeutics Limited is a clinical stage biopharmaceutical company based in Singapore, focused on developing novel donor blood-derived, cell-based allogeneic therapies for treating blood and solid cancers [1][4] - The company was incorporated in 2018 and spun off from Singapore's Agency for Science, Technology and Research (A*STAR) [4] - CytoMed utilizes proprietary technologies, including gamma delta T cells and iPSC-derived gamma delta Natural Killer T cells, to create immunotherapies inspired by the success of CAR-T therapies [4] Group 2: Financial Activities - The company has entered into a Sales Agreement with R.F. Lafferty & Co., Inc. to sell shares at its discretion based on market conditions and capital requirements [2] - Proceeds from the ATM program will be allocated for general corporate purposes, including business diversification, development initiatives, and capital expenditures [3] - The company has seen approximately 2,500 new customer sign-ups for its newly acquired cord blood bank since August 2024, contributing to revenue in 2025 [3]

Core Insights - CytoMed Therapeutics Limited has successfully completed dose level 1 of its first-in-human Phase I dose-escalation clinical trial (ANGELICA Trial) for late-stage cancer patients and plans to start dose level 2 in Q3 2025 [1][2] - The ANGELICA Trial is focused on evaluating the safety and tolerability of allogeneic NKG2DL-targeting CAR gamma delta T cells (CTM-N2D) for various cancer indications, including advanced solid and hematological malignancies [2] - CTM-N2D utilizes gamma delta T cells from healthy donors, which can be infused into patients without the need for donor-patient compatibility matching, differentiating it from conventional CAR-αβ T cell therapies [3][4] Company Overview - CytoMed was incorporated in 2018 and spun off from Singapore's Agency for Science, Technology and Research (A*STAR), focusing on developing novel cell-based allogeneic immunotherapies for cancer treatment [5] - The company aims to address the clinical limitations and commercial challenges of existing CAR-T therapies, particularly in treating solid tumors [5]

[Full Year 2024 Financial Results and Corporate Updates](index=1&type=section&id=CytoMed%20Therapeutics%20Reports%20Full%20Year%20Ended%20December%2031%2C%202024%20Financial%20Results%20and%20Provides%20Clinical%20and%20Corporate%20Updates) [Financial Results](index=1&type=section&id=Financial%20Results%20for%20the%20full-year%20ended%20December%2031%2C%202024) For FY2024, CytoMed reported a 39% reduction in net loss to $1.85 million due to lower IPO-related expenses, with topline income increasing to $624,771, research expenses rising to $1.40 million, and cash balances at $3.64 million deemed sufficient through 2026 Key Financial Highlights (FY 2024 vs. FY 2023) | Financial Metric | FY 2024 | FY 2023 | Change | | :--- | :--- | :--- | :--- | | Topline Income | US$624,771 | US$588,423 | +6.2% | | Net Loss | US$1.85 million | US$3.03 million | -39% | | Research Expenses | US$1.40 million | US$1.16 million | +20.7% | | Other Expenses | US$730,532 | US$1.62 million | -54.9% | | Cash and Bank Balances | US$3.64 million | US$6.58 million | -44.7% | - The **significant reduction in net loss** was primarily due to the absence of initial public offering (IPO) related expenses, as well as lower company insurance and investor relations costs[4](index=4&type=chunk)[8](index=8&type=chunk) - The company believes its existing cash and bank balances of **US$3.64 million** will be sufficient to fund operations **through at least 2026**[5](index=5&type=chunk) - The **increase in research expenses** was mainly attributable to higher clinical trial expenses and increased employee benefits[6](index=6&type=chunk) [Clinical Updates](index=2&type=section&id=Clinical%20Updates) CytoMed has advanced its clinical pipeline, becoming a clinical-stage company by dosing the first patient in its Phase I ANGELICA trial in Singapore for its allogeneic gamma delta T cells, while also preparing for a Phase II trial in India, exploring opportunities in Malaysia, and advancing preclinical work with MD Anderson in the US for an eventual FDA IND submission - Became a **clinical-stage company** with the **first patient dosed** in the **Phase I ANGELICA trial** in Singapore in **November 2024**, marking a first-in-human trial using the company's patented donor-derived allogeneic gamma delta T cells[9](index=9&type=chunk) - An Indian partner received approval for a **Phase II Investigator Initiated Trial (IIT)**, with patient recruitment anticipated to commence in the **second half of 2025**[10](index=10&type=chunk) - US research collaborator, **MD Anderson**, has reported encouraging **in-vivo animal data** for Acute Myeloid Leukemia, with the goal of submitting an **Investigational New Drug (IND) application** to the **U.S. FDA**[12](index=12&type=chunk) - Finalizing the dossier for a **Phase I clinical trial** using umbilical cord-derived stem cells to treat osteoarthritis, with submission targeted for the **second half of 2025**[14](index=14&type=chunk) [Corporate Updates](index=3&type=section&id=Corporate%20Updates) The company is actively expanding its strategic footprint, exploring a joint venture in China for low-cost cell manufacturing and focusing on China and India as key markets, with a significant corporate development being the acquisition of a licensed cord blood bank in Malaysia in August 2024, which will supply raw materials for new therapeutic programs and is planned for a future spin-off - Exploring a **joint venture in China** to establish **low-cost cell manufacturing capabilities**, with **China and India** being strategic focus markets[15](index=15&type=chunk) - On **August 15, 2024**, the company completed the **acquisition of a licensed cord blood bank in Malaysia**, one of only three in the country[16](index=16&type=chunk) - The acquired cord blood bank will provide **cost-free raw materials** for strategic expansion into **cord blood-derived therapeutics** for auto-immune diseases and cancers[16](index=16&type=chunk) - The company intends to **spin off this cord blood subsidiary** in the future as a separate biopharmaceutical company[16](index=16&type=chunk) [Strategies for Growth](index=3&type=section&id=Strategies%20for%20Growth) For 2025, CytoMed's growth strategy focuses on achieving key clinical milestones, including the initial readout from the ANGELICA trial and submitting a U.S. FDA IND application, while also enhancing its U.S. presence by opening a liaison office in New York and pursuing new revenue streams through compassionate use programs and partnerships - An important **2025 milestone** is the **initial clinical readout of the ANGELICA trial**, anticipated by the **end of the year**[17](index=17&type=chunk) - Plans to submit a **U.S. FDA IND application** for its donor-derived allogeneic gamma delta T cells for a common form of leukemia[17](index=17&type=chunk) - Intends to establish a **liaison office in New York** to enhance its U.S. profile, be closer to investors, and seek **M&A or strategic alliance opportunities**[17](index=17&type=chunk) - Plans to implement **alternative revenue-generating methods in 2025**, such as **compassionate use programs** for no-option late-stage patients[18](index=18&type=chunk) - While having a **cash runway into 2026**, the company plans to **strengthen its financials in 2025** to capitalize on new opportunities, including **M&A**[19](index=19&type=chunk)

[PART I](index=15&type=section&id=PART%20I) [ITEM 3. KEY INFORMATION](index=15&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section details the significant financial, business, manufacturing, and intellectual property risks facing the company [Risk Factors](index=15&type=section&id=D.%20Risk%20Factors) The company faces substantial risks from its limited operating history, unproven products, and reliance on licensed IP - The company is a clinical-stage biopharmaceutical firm with **no products approved for commercial sale** and has a limited operating history since its incorporation in 2018[35](index=35&type=chunk) Accumulated Losses (2022-2024) | Fiscal Year End | Accumulated Losses (S$) | | :--- | :--- | | Dec 31, 2022 | S$8.20 million | | Dec 31, 2023 | S$12.33 million | | Dec 31, 2024 | S$14.85 million | - The success of the business is highly dependent on its four main product candidates: **CTM-N2D, iPSC-gdNKT, CTM-GDT, and CTM-MSC**, none of which are guaranteed to receive regulatory approval or be successfully commercialized[51](index=51&type=chunk)[64](index=64&type=chunk) - The company relies heavily on **intellectual property licensed from third parties**, particularly ATPL (a subsidiary of A*STAR), and termination of these licenses could halt product development[142](index=142&type=chunk)[171](index=171&type=chunk) - As a Singapore-incorporated and **"controlled company"** under Nasdaq rules, shareholders may face difficulty protecting their interests and the company is exempt from certain governance requirements[269](index=269&type=chunk)[299](index=299&type=chunk) [ITEM 4. INFORMATION ON THE COMPANY](index=73&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This section provides an overview of the company's history, business strategy, product pipeline, and assets [History and Development of the Company](index=73&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) The company was incorporated in Singapore in 2018 and executed a reverse stock split before its 2023 public listing - The company was incorporated in Singapore on March 9, 2018, and conducts its main business activities through its Malaysian subsidiaries, CytoMed Malaysia and IPSC Depository[331](index=331&type=chunk)[332](index=332&type=chunk) - A **1-for-380.83 reverse stock split** was effected on January 17, 2023, prior to its public listing[333](index=333&type=chunk) [Business Overview](index=74&type=section&id=B.%20Business%20Overview) The company is a clinical-stage biopharmaceutical firm developing "off-the-shelf" allogeneic cell-based immunotherapies - The company focuses on developing **"off-the-shelf" allogeneic cell therapies** to address the limitations of personalized, patient-specific (autologous) CAR-T treatments[338](index=338&type=chunk)[351](index=351&type=chunk) Product Pipeline Status | Product Candidate | Indication | Stage of Development | | :--- | :--- | :--- | | **CTM-N2D** | Relapsed/Refractory Solid Tumors | Phase I Clinical Trial (ANGELICA) | | **iPSC-gdNKT** | Relapsed/Refractory Solid Tumors | Preclinical Process Development | | **CTM-GDT** | Relapsed/Refractory Solid Tumors | Preclinical / IND Application planned | | **CTM-MSC** | Cartilage Injuries | Preclinical / Phase I planned | - The lead product, **CTM-N2D**, is being evaluated in the ANGELICA Phase I trial in Singapore, with two patients successfully dosed as of the report date[340](index=340&type=chunk)[377](index=377&type=chunk) - The company operates its own **cGMP facility in Johor, Malaysia**, which supports the manufacturing of cell therapy products for clinical trials and has been audited by the NPRA[349](index=349&type=chunk)[357](index=357&type=chunk) - In late 2024, the company acquired assets of a Malaysian cord blood bank, including a license, cryopreservation equipment with over **12,000 cord blood units**, and real estate[347](index=347&type=chunk) [Organizational Structure](index=141&type=section&id=C.%20Organizational%20Structure) The company is a Singapore-based holding company with its primary business activities conducted through Malaysian subsidiaries - The company is a holding company incorporated in Singapore, with its main operations conducted through its Malaysian subsidiaries, **CytoMed Malaysia and IPSC Depository**[664](index=664&type=chunk) [Property, Plants and Equipment](index=141&type=section&id=D.%20Property%2C%20Plants%20and%20Equipment) Key properties include a Singapore research lab, a Malaysian cGMP facility, and a newly acquired cord blood bank - The company owns a leasehold interest in its Singapore office and research lab, which expires in **2038**[473](index=473&type=chunk) - It owns a freehold, three-story **cGMP facility in Johor, Malaysia**, with approximately 8,600 square feet of gross floor area[480](index=480&type=chunk)[482](index=482&type=chunk) - Through a subsidiary, the company acquired two freehold properties in Malaysia housing a **cord blood bank facility** in late 2024[485](index=485&type=chunk) [ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS](index=141&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) Management analyzes the company's financial condition, operating results, and liquidity for fiscal years 2022-2024 [Operating Results](index=141&type=section&id=A.%20Operating%20Results) The company recorded its first revenue in 2024 but continues to incur net losses driven by R&D expenses - The company generated its first revenue of **S$69,501 in FY 2024**, derived from its newly acquired private blood banking services[677](index=677&type=chunk) Key Financial Results (S$) | Metric | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | **Revenue** | - | - | 69,501 | | **Research Expenses** | (1,522,765) | (1,589,693) | (1,909,519) | | **Other Expenses** | (494,675) | (2,213,142) | (998,054) | | **Loss for the year** | (3,131,452) | (4,133,170) | (2,521,861) | - Research expenses increased by S$319,826 in 2024, primarily due to a **S$348,169 increase in clinical trial expenses** for the ANGELICA Trial[685](index=685&type=chunk) - Other expenses decreased by S$1.22 million in 2024, mainly because of the absence of **S$758,563 in IPO-related expenses** that were incurred in 2023[691](index=691&type=chunk) [Liquidity and Capital Resources](index=148&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) Operations are funded by private equity and IPO proceeds, with future financing needed as clinical programs advance Cash and Cash Equivalents (S$) | As of | Cash and Bank Balances | | :--- | :--- | | Dec 31, 2023 | S$9.00 million | | Dec 31, 2024 | S$4.97 million | Summary of Cash Flows (S$) | Cash Flow Activity | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | **Net cash used in operating activities** | (1,398,409) | (3,531,196) | (2,709,929) | | **Net cash (used in)/from investing activities** | (473,305) | (2,730,809) | 1,126,541 | | **Net cash from/(used in) financing activities** | 968,716 | 10,919,885 | (64,892) | - The company received net proceeds of **S$10.31 million** from its Initial Public Offering in April 2023[672](index=672&type=chunk) [Directors, Senior Management and Employees](index=153&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section provides information on the company's leadership team, compensation practices, and employee base [Directors and Senior Management](index=153&type=section&id=A.%20Directors%20and%20Senior%20Management) The leadership includes a six-member Board with four independent directors and a five-person senior management team - The Board of Directors consists of 6 members: Chairman CHOO Chee Kong, Dr. ZENG Jieming, and four independent directors (Prof. LOH Yuin Han, Dr. YEW Chak Hua, Mark LEONG Kei Wei, Dr. TOH Keng Kiat)[732](index=732&type=chunk)[759](index=759&type=chunk) - The executive management team includes CHOO Chee Kong (Chairman), Dr. ZENG Jieming (CSO & Medical Officer), Dr. Lucas LUK Tien Wee (Chief Clinical Officer), GOH Yvonne (CFO), and TAN Yoong Ying (Chief Corporate Officer)[736](index=736&type=chunk) [Compensation](index=158&type=section&id=B.%20Compensation) This subsection details compensation for Named Executive Officers and non-employee directors for fiscal year 2024 2024 Named Executive Officer Compensation | Name and Principal Position | Total Compensation (U.S.$) | | :--- | :--- | | CHOO Chee Kong, Chairman | 38,143 | | Dr. ZENG Jieming, Chief Scientific and Medical Officer | 102,037 | | Dr. TAN Wee Kiat, Co-CEO and COO (resigned Dec 31, 2024) | 107,434 | - Non-employee directors receive annual cash retainers for their service on the board (**U.S.$12,000**) and its committees, with additional retainers for chairpersons[757](index=757&type=chunk) - The company adopted an **Executive Compensation Recovery (Clawback) Policy** on November 16, 2023, as required by Nasdaq listing standards[758](index=758&type=chunk) [Board Practices](index=160&type=section&id=C.%20Board%20Practices) The Board has four independent directors and three key committees: Audit, Compensation, and Nominating/Governance - The Board has three key committees: **Audit, Compensation, and Nominating and Corporate Governance**, all established on April 18, 2023[759](index=759&type=chunk) - The Audit Committee is chaired by Mark LEONG Kei Wei, who is designated as the **"audit committee financial expert"**[760](index=760&type=chunk) [Employees](index=162&type=section&id=D.%20Employees) As of the report date, the company has 43 full-time employees and maintains an equity incentive plan - The company has **43 full-time employees**, with 28 dedicated to R&D and manufacturing[771](index=771&type=chunk) - The 2023 Equity Incentive Plan reserves **1,279,117 ordinary shares** for awards such as share options and restricted shares to employees, directors, and consultants[775](index=775&type=chunk)[776](index=776&type=chunk) [Major Shareholders and Related Party Transactions](index=165&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section discloses the company's ownership structure and details material transactions with related entities [Major Shareholders](index=165&type=section&id=A.%20Major%20Shareholders) Ownership is concentrated, with Glorious Finance Limited holding 32.70% and directors/NEOs holding 28.28% as a group Major Shareholders (5% or more) | Shareholder | Ownership Percentage | | :--- | :--- | | Glorious Finance Limited | 32.70% | | mDR Limited | 10.59% | | WANG Shu | 7.66% | | 28 Consultants Limited | 6.20% | | ZENG Jieming | 5.11% | - All directors and NEOs as a group beneficially own **28.28%** of the company's ordinary shares[794](index=794&type=chunk) [Related Party Transactions](index=166&type=section&id=B.%20Related%20Party%20Transactions) The company engaged in transactions with its 20%-owned associate, Landmark Medical Centre Sdn Bhd (LMC) - The company holds a **20% equity stake** in Landmark Medical Centre Sdn Bhd (LMC), a private hospital in Malaysia[797](index=797&type=chunk) Research Income from LMC (S$) | Year | Research Income | | :--- | :--- | | 2022 | 207,206 | | 2023 | 183,518 | | 2024 | 115,277 | [Financial Information](index=168&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section confirms no significant legal proceedings and outlines the company's policy of retaining earnings for expansion - The company has not been subject to any **significant legal or arbitration proceedings**[806](index=806&type=chunk) - The company **does not anticipate paying dividends** in the near future, intending to retain any earnings for business expansion[810](index=810&type=chunk) [Additional Information](index=170&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section provides supplementary corporate details, including material tax considerations for investors [Taxation](index=170&type=section&id=E.%20Taxation) This subsection details material tax considerations in Singapore, Malaysia, and the U.S., including PFIC risks - Singapore Tax: Dividends paid by the company are **tax-exempt** to shareholders under the one-tier system and Singapore does not impose tax on capital gains[831](index=831&type=chunk)[833](index=833&type=chunk)[834](index=834&type=chunk) - Malaysia Tax: Malaysia operates on a territorial tax principle and **dividends distributed by Malaysian companies are exempt** from tax in the hands of shareholders[847](index=847&type=chunk)[858](index=858&type=chunk) - U.S. Federal Income Tax: The company does not expect to be a Passive Foreign Investment Company (PFIC), but its status is an annual determination and **PFIC classification would result in adverse tax treatment** for U.S. Holders[870](index=870&type=chunk) [PART II](index=180&type=section&id=PART%20II) [Material Modifications to the Rights of Security Holders and Use of Proceeds](index=180&type=section&id=ITEM%2014.%20MATERIAL%20MODIFICATIONS%20TO%20THE%20RIGHTS%20OF%20SECURITY%20HOLDERS%20AND%20USE%20OF%20PROCEEDS) This section confirms no changes to shareholder rights and updates the use of IPO proceeds [Use of Proceeds](index=180&type=section&id=E.%20Use%20of%20Proceeds) The company raised S$10.31 million in net IPO proceeds in April 2023 with no material change in their planned use - The company raised approximately **S$10.31 million in net proceeds** from its IPO, which was completed on April 18, 2023[891](index=891&type=chunk) - As of December 31, 2024, the company confirms **no material change in the use of proceeds** from its registration statement[892](index=892&type=chunk) [Controls and Procedures](index=180&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were effective as of December 31, 2024 - Management concluded that the company's **disclosure controls and procedures were effective** as of December 31, 2024[893](index=893&type=chunk) - As a newly public company, the annual report does not yet include a management assessment or auditor attestation on internal control over financial reporting, per SEC transition rules[896](index=896&type=chunk)[897](index=897&type=chunk) [Corporate Governance and Other Disclosures](index=182&type=section&id=ITEM%2016.%20CORPORATE%20GOVERNANCE%20AND%20OTHER%20DISCLOSURES) This section details corporate governance matters, including committee experts, accountant fees, and cybersecurity risks - The board has determined that **Mark LEONG Kei Wei is an "Audit Committee Financial Expert"**[900](index=900&type=chunk) Principal Accountant Fees (WWC, P.C.) | Fee Type | 2022 (U.S.$) | 2023 (U.S.$) | 2024 (U.S.$) | | :--- | :--- | :--- | :--- | | Audit Fees | 70,000 | 85,000 | 95,000 | | Audit-Related Fees | 18,000 | 20,000 | 20,000 | - As a **foreign private issuer**, the company follows Singaporean corporate governance practices, opting out of certain Nasdaq rules[909](index=909&type=chunk) - The company has implemented protocols to manage cybersecurity risks, overseen by the Chief Corporate Officer, Ms. TAN Yoong Ying, who reports to the board[919](index=919&type=chunk)[921](index=921&type=chunk) [PART III](index=185&type=section&id=PART%20III) [Financial Statements](index=185&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section contains the company's audited consolidated financial statements for fiscal years 2022, 2023, and 2024 Consolidated Statement of Financial Position (S$) | As of December 31 | 2023 | 2024 | | :--- | :--- | :--- | | **Total Assets** | 12,368,870 | 10,067,749 | | **Total Liabilities** | 1,124,715 | 1,023,960 | | **Total Equity** | 11,244,155 | 9,043,789 | Consolidated Statement of Profit or Loss (S$) | For the Year Ended December 31 | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | **Revenue** | - | - | 69,501 | | **Loss for the year** | (3,131,452) | (4,133,170) | (2,521,861) | | **Total comprehensive loss for the year** | (3,227,956) | (4,223,088) | (2,358,216) |