CYCLACEL PHARMACEUTICALS, INC. ANNOUNCES EXECUTION OF SHARE EXCHANGE AGREEMENT TO MAKE FITTERS SDN. BHD. ITS WHOLLY-OWNED SUBSIDIARY TO ACCELERATE GROWTH AND STOCKHOLDER VALUE

Core Viewpoint - Cyclacel Pharmaceuticals has entered into an Exchange Agreement with FITTERS Diversified Berhad, which involves the exchange of shares of FITTERS' subsidiary for common stock of Cyclacel, leading to a significant ownership structure change in the combined entity [1][2][4]. Group 1: Transaction Details - The Exchange Agreement stipulates that all ordinary shares of FITTERS' subsidiary, Fitters Sdn. Bhd., will be exchanged for common stock of Cyclacel, resulting in FITTERS owning approximately 19.99% of the combined company [2]. - Upon closing, Cyclacel stockholders are expected to retain about 80.01% ownership of the combined entity [2]. - The transaction is subject to approval from both Cyclacel and FITTERS stockholders, and it has been unanimously approved by the Boards of Directors of both companies [4]. Group 2: Company Rebranding and Listing - Following the transaction, Cyclacel will be renamed Bio Green Med Solution, Inc., and its common shares will continue to be listed on the Nasdaq Capital Market under a new ticker symbol [3]. - The transaction is expected to close on or before August 31, 2025, with termination rights for both parties if the closing does not occur by that date [3]. Group 3: Company Backgrounds - Cyclacel Pharmaceuticals is a clinical-stage biopharmaceutical company focused on developing innovative cancer medicines based on cell cycle, epigenetics, and mitosis biology [7]. - Fitters Sdn. Bhd. specializes in distributing and installing fire safety materials and equipment, known for its reliability and compliance with regulatory standards [5][10].