CytoMed Therapeutics Ltd美股招股说明书(2025-08-18版)

CytoMedTherapeutics Limited We have entered into an ATM Sales Agreement (the “Sales Agreement”) with R.F. Lafferty & Co., Inc. (“Lafferty” or the “Sales Agent”), dated August 18,2025, relating to the sale of our ordinary shares offered by this prospectus supplement and the accompanying base prospectus. In accordance with the terms ofthe Sales Agreement, we may offer and sell our ordinary shares from time to time up to an aggregate offering price of up to U.S.$4,304,945 through or to theSales Agent, acting as sales agent or principal. Upon our delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell our ordinary shares bymethods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “SecuritiesAct”). The Sales Agent is not required to sell any specific number or dollar amount of securities, but will use its commercially reasonable efforts consistentwith its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Capital Market (“Nasdaq”)to sell such our ordinary shares. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. We will pay the Sales Agent a total commission for its services in acting as agent in the sale of our ordinary shares equal to 2.5% of the gross sales price pershare of all shares sold through the Sales Agent as agent under the Sales Agreement. See “Plan of Distribution” for information relating to certain commissionsand expenses of the Sales Agent to be reimbursed by us. In connection with the sale of ordinary shares on our behalf, the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Actand the compensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification andcontribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act or the Exchange Act of 1934, as amended (the“Exchange Act”) Our ordinary shares trade on the Nasdaq under the symbol “GDTC.” The last reported sale price of our ordinary shares on the Nasdaq on August 12, 2025 wasU.S.$1.77 per share. For a more detailed description of our ordinary shares, see the section entitled “Description of the Securities we are Offering” beginningon page S-41 of this prospectus supplement. As of August 12, 2025, the aggregate market value of our outstanding ordinary shares held by non-affiliates, or public float, was approximately U.S.$12.91million based on 11,733,712 ordinary shares outstanding, of which 6,214,551 shares were held by affiliates as of such date, and a price of U.S.$2.34 per share,which was the highest reported closing sale price of our ordinary shares on the Nasdaq in the 60 days prior to such date. Accordingly, we are subject to thelimitations set forth in General Instruction I.B.5 of Form F-3. During the 12-month period prior to and including the date of this prospectus supplement, wehave not offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3. Pursuant to General Instruction I.B.5. of Form F-3, in no event willwe sell securities registered on the registration statement to which this prospectus supplement forms a part in a public primary offering with a value exceedingmore than one-third of our public float in any 12-month period so long as our public float remains below U.S.$75 million. As a result, we may sell up toU.S.$4,304,945 of our ordinary shares hereunder as of August 12, 2025. We are an emerging growth company under Rule 405 of the United States Securities Act of 1933, as amended (the “Securities Act”), and, as such, have electedto comply with certain reduced public company reporting requirements for this prospectus supplement, the accompanying base prospectus and the documentsincorporated by reference herein and therein and future filings. Investing in these securities involves certain risks. See “Risk Factors” on page S-38 of this prospectus supplement and the accompanying baseprospectus, as well as the risk factors incorporated by reference into this prospectus supplement and accompanying base prospectus should carefullyconsider before deciding to purchase these securities. Neither the SEC nor any state securities commission or regulator has approved or disapproved of these securities or determined if this prospectussupplement is truthful or complete. Any representation to the contrary is a criminal offense. The securities offered by this prospectus supplement and the accompanying prospectus have not been and will not be qualified for sale under thesecurities laws of any province or territory of Singapore or to any resident of Singapore and may not be offered or sold, directly or indirectly, inSingapore, or to or for the account of any resident of Singapore. This prospectu