Cyclacel Pharmaceuticals Inc美股招股说明书(2025-07-25版)

To the Stockholders of Cyclacel Pharmaceuticals, Inc.: Cyclacel Pharmaceuticals, Inc. (“Cyclacel” or “Parent”) and FITTERS Diversified Berhad, a Malaysia publicly-listed investment holding company onBursa Securities (KL: 9318) (“Fitters Parent”), which is the beneficial owner of all of the ordinary shares (the “Company Ordinary Shares” or “Shares”and each, a “Share”) of Fitters Sdn. Bhd., a private limited company incorporated in Malaysia (the “Company” or “Fitters Sdn. Bhd.”) entered into anExchange Agreement dated as of May 6, 2025, as amended on July 7, 2025 and as it may be further amended from time to time (collectively, the“Exchange Agreement”) (“Fitters Parent” and “Parent” are sometimes referred to herein as the “Parties” or each, a “Party”). The Parties thereto intend toeffect a voluntary share exchange between Parent and Fitters Parent (the “Exchange”), in which the Company will become a wholly-owned subsidiaryof Parent, in accordance with the terms of the Exchange Agreement and the rules under Delaware General Corporation Law (the “DGCL”) and theMalaysian Companies Act. The Company has three wholly-owned subsidiaries: AHT NRG Asia Sdn. Bhd., FITTERS (Sarawak) Sdn. Bhd., andModular Floor Systems (M) Sdn. Bhd. Upon the terms and subject to the conditions set forth in the Exchange Agreement, and in accordance with the DGCL, at the Closing (as hereinafterdefined), Fitters Parent shall convey, assign, and transfer all of its right, title and interest to the Company Ordinary Shares to Parent. The Sharestransferred to Parent at the Closing shall constitute one hundred (100%) percent of the issued and outstanding capital shares of the Company. Asconsideration for its acquisition of the Company Ordinary Shares, Parent shall pay an amount equal to $1,000,000 in cash and issue an amount ofcommon stock, par value $0.001 per share (the “Parent Common Stock”) equal to nineteen and ninety-nine hundreds percent (19.99%) of the issued andoutstanding shares of Parent Common Stock as of the Closing Date (as defined below) (the “Exchange Shares”) to Fitters Parent. In the event the valueof the Exchange Shares is not mutually acceptable to both Parties prior to the Closing Date, the parties have agreed to negotiate in good faith anadjustment to the Exchange Shares. If the Transaction does not close by September 30, 2025, either party may terminate the Exchange Agreement andthe Transaction. Upon the terms and subject to the conditions set forth in the Exchange Agreement, the closing of the Exchange (the “Closing”) shall take place no laterthan three business days after the date on which the conditions to Closing set forth in the Exchange Agreement shall have been satisfied or, to the extentpermitted thereunder, waived by the appropriate Party (other than those conditions that by their nature are to be satisfied at the Closing, but subject tothe satisfaction or, to the extent permitted hereunder, waiver of all such conditions) or at such other time, date or location as the parties hereto agree. Thedate on which the Closing actually occurs and the transactions contemplated in the Exchange Agreement become effective is hereinafter referred to asthe “Closing Date.” At the time of the Closing, Parent, Fitters Parent and the Company shall deliver the certificates and other documents and instrumentsrequired to be delivered thereunder. Subject to the provisions of the Exchange Agreement, at the Closing, the parties hereto shall (a) cause a Form Section 105 (Form of Transfer ofSecurities) in substantially the form of Exhibit B to the Exchange Agreement (the “Malaysia Form of Transfer”) to be executed, acknowledged and filedwith the Companies Commission of Malaysia, as provided in sections 105 and 106 of the Malaysian Companies Act and (b) take all such other andfurther actions as may be required by the Malaysian Companies Act or other applicable Law to make the Exchange effective. The Exchange shallbecome effective as of the date and time of the filing of the Malaysia Form of Transfer or at such later date or time as may be agreed by the Companyand Parent in writing and specified in the Malaysia Form of Transfer in accordance with relevant provisions of the Malaysian Companies Act. The dateand time of such effectiveness are referred to herein as the “Effective Time.” For U.S. federal income tax purposes, the Parties acknowledge and agree that the Exchange constitutes a taxable disposition of the Shares by FittersParent and a corresponding acquisition by Parent. The Parties intend that the Exchange be treated in accordance with Sections 1001 and 1221 (or 1231,as applicable) of the Internal Revenue Code of 1986, as amended (the “Code”), and shall report the transaction consistently with such treatment.Ifapplicable, Parent may make an election under Section 338(g) of the Code with respect to its acquisition of the Shares, and Fitters Parent shall cooperatewith the making of such election by providing such information that is