Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Financial Period Ended 30 Jun 2024

Commission File Number: 001-41677

CytoMed Therapeutics Limited

(Exact name of registrant as specified in its charter)

1 Commonwealth Lane

#08-22

Singapore 149544

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F Yes ☒ No ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes ☐ No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes ☐ No ☒

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

CytoMed Therapeutics Limited (the “Company”) is hereby furnishing this report on Form 6-K (the “Report”) to provide the Unaudited Interim Condensed Consolidated Financial Statements of the Company for the six months ended June 30, 2024, included as Exhibit 99.1 of this Report, the Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2024, included as Exhibit 99.2 of this Report, and a press release dated September 30, 2024 announcing corporate updates and the financial results for the six months ended June 30, 2024 of the Company, included as Exhibit 99.3 of this Report.

Exhibits

Exhibit No.		Description

99.1		Unaudited Interim Condensed Consolidated Financial Statements for the Six Months Ended June 30, 2024

99.2		Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2024

99.3		Press Release dated September 30, 2024

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CytoMed Therapeutics Limited

	By:	/s/ CHOO Chee Kong
	Name:	CHOO Chee Kong
Date: September 30, 2024	Title:	Director and Chairman

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, 2023 and 2024		1

Unaudited Interim Condensed Consolidated Statements of Financial Positions as of December 31, 2023 and June 30, 2024		2

Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Six months ended June 30, 2023 and 2024		3

Unaudited Interim Condensed Consolidated Statements of Changes in Equity for the Six months ended June 30, 2023 and 2024		4

Notes to the Unaudited Interim Condensed Consolidated Financial Statements		5

CYTOMED THERAPEUTICS LIMITED AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2024

		Six months ended June 30,
	Notes	2023			2024			2024
		S$			S$			US$
Revenue			-			-			-
Other operating income	5		233,684			421,763			311,218
Other (losses)/gains including fair value changes on financial instruments - net	6		(17,608	)		360,871			266,286
Research expenses	7		(811,319	)		(974,402	)		(719,010	)
Depreciation of property, plant and equipment			(51,337	)		(45,070	)		(33,257	)
Amortization of intangible assets			(1,107	)		(1,080	)		(797	)
Employee benefits expenses	8		(147,514	)		(299,167	)		(220,755	)
Finance expenses	9		(40,758	)		(9,805	)		(7,235	)
Other expenses	10		(1,302,531	)		(557,593	)		(411,447	)
Share of result of associate			(19,757	)		15,940			11,762
Loss before income tax			(2,158,247	)		(1,088,543	)		(803,235	)
Income tax expense			-			-			-
Loss for the period			(2,158,247	)		(1,088,543	)		(803,235	)

Other comprehensive loss:
Exchange differences arising from translation of foreign operation			(66,214	)		5,393			3,979
Total comprehensive loss for the period			(2,224,461	)		(1,083,150	)		(799,256	)

Loss attributable to:
Equity holders of the Company			(2,158,107	)		(1,088,398	)		(803,128	)
Non-controlling interests			(140	)		(145	)		(107	)
Total			(2,158,247	)		(1,088,543	)		(803,235	)

Total comprehensive loss attributable to:
Equity holders of the Company			(2,224,321	)		(1,083,005	)		(799,149	)
Non-controlling interests			(140	)		(145	)		(107	)
Total			(2,224,461	)		(1,083,150	)		(799,256	)

Loss per share for loss attributable to equity holders of the Company
-Basic and diluted			(0.22	)		(0.09	)		(0.07	)

LOSS PER SHARE

	Six months ended June 30,
	2023		2024

Weighted average number of ordinary shares used in computing basis and diluted loss		9,720,128		11,539,608

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

CYTOMED THERAPEUTICS LIMITED AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITIONS

AS OF DECEMBER 31, 2023 AND JUNE 30, 2024

	Notes	December 31, 2023			June 30, 2024			June 30, 2024
		S$			S$			US$
ASSETS

Current assets
Other receivables	11		1,101,564			1,235,952			912,007
Cash and bank balances	12		8,995,067			6,471,648			4,775,419
Total current assets			10,096,631			7,707,600			5,687,426

Non-current assets
Property, plant and equipment	13		2,064,753			2,480,195			1,830,132
Intangible assets	14		12,413			11,012			8,126
Investment in associate	15		195,073			211,013			155,706
Other receivables	11		-			500,000			368,949
Total non-current assets			2,272,239			3,202,220			2,362,913

Total assets			12,368,870			10,909,820			8,050,339

LIABILITIES AND EQUITY

Current liabilities
Trade and other payables	16		524,624			316,213			233,333
Contract liabilities			5,456			4,317			3,185
Borrowings	17		40,250			37,389			27,589
Warrant liabilities	19		146,613			-			-
Total current liabilities			716,943			357,919			264,107

Non-current liability
Borrowings	17		407,772			390,896			288,442
Total non-current liability			407,772			390,896			288,442

Total liabilities			1,124,715			748,815			552,549

Capital and reserves
Share capital	18		23,720,020			23,793,950			17,557,519
Warrant reserve	19		73,930			-			-
Translation reserve			(217,402	)		(212,009	)		(156,441	)
Accumulated losses			(12,331,437	)		(13,419,835	)		(9,902,476	)
Attributable to equity holders of the Company			11,245,111			10,162,106			7,498,602
Non-controlling interests			(956	)		(1,101	)		(812	)
Total equity			11,244,155			10,161,005			7,497,790

Total liabilities and equity			12,368,870			10,909,820			8,050,339

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

CYTOMED THERAPEUTICS LIMITED AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2024

		Six months ended June 30,
	Notes	2023			2024			2024
		S$			S$			US$
Operating activities
Loss before income tax			(2,158,247	)		(1,088,543	)		(803,235	)
Adjustments for:
Amortization of intangible assets			4,994			1,401			1,034
Depreciation of property, plant and equipment			198,095			165,469			122,099
Fair value changes on convertible loans			98,754			-			-
Fair value changes on warrant liabilities			-			(150,238	)		(110,860	)
Share of result of associate			19,757			(15,940	)		(11,762	)
Interest expense	9		40,758			9,805			7,235
Interest income	5		(32,668	)		(190,540	)		(140,599	)
Unrealized currency translation differences			26,605			(64,864	)		(47,863	)
Operating cash flows before movement in working capital			(1,801,952	)		(1,333,450	)		(983,951	)

Other receivables			(116,910	)		41,336			30,502
Trade and other payables			(147,506	)		(212,632	)		(156,901	)
Cash used in operations			(2,066,368	)		(1,504,746	)		(1,110,350	)
Interest received			32,668			348,868			257,429
Net cash used in operating activities			(2,033,700	)		(1,155,878	)		(852,921	)

Investing activities
Purchase of property, plant and equipment	13		(17,128	)		(579,143	)		(427,349	)
Fixed deposits with maturities over 3 months			(5,442,800	)		(477,677	)		(352,477	)
Deposit paid for acquisition of assets	11		-			(330,970	)		(244,222	)
Loan to a third party			-			(500,000	)		(368,949	)
Net cash used in investing activities			(5,459,928	)		(1,887,790	)		(1,392,997	)

Financing activities
Proceeds from issuance of ordinary shares	18		11,307,024			-			-
Principal payment of third party loan			(300,000	)		-			-
Principal payment of bank borrowings			(41,535	)		(15,978	)		(11,790	)
Principal payment of finance lease liabilities			(4,331	)		(3,759	)		(2,774	)
Interest paid	9		(40,758	)		(9,805	)		(7,235	)
Net cash generated from/(used in) financing activities			10,920,400			(29,542	)		(21,799	)

Net increase/(decrease) in cash and cash equivalents			3,426,772			(3,073,210	)		(2,267,717	)
Cash and cash equivalents at beginning of financial period			1,579,718			8,995,067			6,637,446
Effects of currency translation on cash and cash equivalents			(11,495	)		72,114			53,213
Cash and cash equivalents at end of financial period	12		4,994,995			5,993,971			4,422,942

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

CYTOMED THERAPEUTICS LIMITED AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR SIX MONTHS ENDED JUNE 30, 2023 AND 2024

	Attributable to equity holders of the Company
														Non-
	Share		Warrant		Translation			Accumulated						controlling			Total
	capital		reserve		reserve			losses			Total			interests			equity
	S$		S$		S$			S$			S$			S$			S$

Balance as at 1 January 2023		8,913,005		-		(127,484	)		(8,198,541	)		586,980			(682	)		586,298
Total comprehensive loss for the period		-		-		(66,214	)		(2,158,107	)		(2,224,321	)		(140	)		(2,224,461	)
Issuance of new shares		14,807,015		-		-			-			14,807,015			-			14,807,015
Balance as at 30 June 2023		23,720,020		-		(193,698	)		(10,356,648	)		13,169,674			(822	)		13,168,852

	Attributable to equity holders of the Company
															Non-
	Share		Warrant			Translation			Accumulated						controlling			Total
	capital		reserve			reserve			losses			Total			interests			equity
	S$		S$			S$			S$			S$			S$			S$

Balance as at 1 January 2024		23,720,020		73,930			(217,402	)		(12,331,437	)		11,245,111			(956	)		11,244,155
Total comprehensive loss for the period		-		-			5,393			(1,088,398	)		(1,083,005	)		(145	)		(1,083,150	)
Capitalization of warrant reserve		73,930		(73,930	)		-			-			-			-			-
Balance as at 30 June 2024		23,793,950		-			(212,009	)		(13,419,835	)		10,162,106			(1,101	)		10,161,005
Balance as at 30 June 2024 (US$)		17,557,519		-			(156,441)			(9,902,476)			7,498,602			(812)			7,497,790

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

CYTOMED THERAPEUTICS LIMITED AND SUBSIDIARIES

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

Note 1 General Information

These unaudited interim condensed consolidated financial statements are the unaudited interim financial statements of CytoMed Therapeutics Limited (the “Company”) and its subsidiaries (the “Group”), for the six months ended June 30, 2024 (the “Financial Statements”).

The Company was incorporated in the Republic of Singapore on March 9, 2018. The Company is a public limited company incorporated and domiciled in Singapore with registered office situated at 1 Commonwealth Lane, #08-22, Singapore 149544. The Company is headquartered in Singapore and conducts its operations domestically and in Malaysia. The Company is listed on the Nasdaq Stock Exchange under the ticker symbol “GDTC” on April 14, 2023.

The principal activities of the Group are to carry on the business of innate immune cell-based immunotherapy, pluripotent stem cell-based therapy and undertaking the research and development of immune cell and stem cell-based therapy. The Group conducts its primary operations through its directly held wholly owned subsidiary that is incorporated and domiciled in Malaysia, namely CytoMed Therapeutics (Malaysia) Sdn. Bhd., which is principally engaged in manufacturing innate immune cell-based immunotherapy and pluripotent stem cell-based therapy and consultancy services and undertaking the research and development of immune cell and stem cell-based therapy for advancing cellular immunotherapy to treat cancer.

The principal activities of the subsidiaries of the Company are as follows:

Name of entity

Principal activities

Country of

business /

incorporation

Group’s effective equity

interest held

December 31,

June 30,

2023

2024

CytoMed Therapeutics (Malaysia) Sdn Bhd

Research, development and manufacturing of stem cells and innate immune cell-based immune-therapeutics, research and development of induced pluripotent stem cell-based immune-therapeutics

Malaysia

100

Advance Cancer Centre Pte Ltd

Investment, research and development of medical technologies

Singapore

100

Puricell Lab Pte Ltd

Research and development of induced pluripotent stem cell-based biologics and medical technologies

Singapore

LongevityBank Pte Ltd (Formerly known as IPSCBank Pte Ltd)

Stem cell and immune cell banking

Singapore

100

Held by LongevityBank Pte Ltd (Formerly known as IPSCBank Pte Ltd)

IPSC Depository Sdn Bhd

Collecting, harvesting, processing, cryopreserving and banking of cells including cord blood stem cells in general; and to carry out research and development on cell-based therapy

Malaysia

100

IPSC Depository Sdn Bhd’s principal activities were amended and updated after acquisition of the private blood bank licence.

Note 2 Summary of significant accounting policies

2.1	Basis of preparation

The unaudited condensed interim consolidated financial statements for the six-month ended June 30, 2024 have been prepared in accordance with IAS 34 Interim Financial Reporting.

The unaudited interim consolidated financial statements do not include all the information and footnotes required by the International Financial Reporting Standards (“IFRS”) for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the IFRS have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company’s management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statements of the Company’s financial positions as of June 30, 2024, and results of operations and cash flows for the six-month period ended June 30, 2024. The unaudited interim condensed consolidated statements of financial positions as of December 31, 2023 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the IFRS. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2023, 2022 and 2021, and related notes included in the Company’s audited consolidated financial statements.

2.2	Adoption of new and amended standards and interpretations

The accounting policies adopted are consistent with those of the previous financial year except that in the current financial year, the Group has adopted all the new and amended standards which are relevant to the Group and are effective for annual financial period beginning on January 1, 2024. The adoption of these standards did not have any material effect on the unaudited interim condensed consolidated financial statements of the Group.

2.3	Convenience translation

All translations from Singapore dollars to U.S. dollars and from U.S. dollars to Singapore dollars in this Report are made at a rate of S$1.3552 to U.S.$1.00, the exchange rate in effect as of June 30, 2024 as set forth in the H.10 statistical release of the U.S. Board of Governors of the Federal Reserve System.

2.4	Going concern assumptions

Prudent liquidity risk management implies sufficient cash to finance the Group’s and the Company’s operations and development activities. The Group manages the liquidity risk by maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s business operations and development activities. The Group’s objective is to maintain a balance between continuing of funding and flexibility through the use of borrowings.

On April 18, 2023, the Company completed its initial public offering. In this offering, the Company issued 2,412,369 ordinary shares at a price of U.S.$4.00 per share for aggregate gross proceeds of S$12,938,017. As of June 30, 2024, the Group has negative cash flow from operating activities of S$1,155,878. The Group’s working capital was positive S$7,349,681 as of June 30, 2024. At the same time, the Group had S$6,471,648 in cash and bank balances, which is unrestricted as to withdrawal and use as of June 30, 2024. In view of these circumstances, the management of the Group has given consideration to the future liquidity and performance of the Group and its available sources of finance in assessing whether the Group will have sufficient financial resources to continue as a going concern, at least, for the next twelve months from the date of this report.

Note 3 Significant accounting judgements and estimates

The preparation of the unaudited condensed interim consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of each reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in the future periods.

The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as of and for the year ended December 31, 2023.

Note 4 Segment information

Segment information by operating segment is not presented as the Group’s operating segment relates solely on the business of innate immune cell-based immunotherapy, pluripotent stem cell-based therapy and undertaking the research and development of immune cell and stem cell-based therapy.

Note 5 Other operating income

	June 30, 2023			June 30, 2024
	S$			S$
Other operating income
Grant (reversal)/income		(83,226	)		3,845
Research income		284,224			224,183
Interest income		32,668			190,540
Others		18			3,195
		233,684			421,763

Note 6 Other losses/(gains) including fair value changes on financial instruments - net

	June 30, 2023			June 30, 2024
	S$			S$
Other losses/(gains) including fair value changes on financial instruments - net
Fair value loss on convertible loans		98,754			-
Fair value gain on warrant liabilities (Note 19)		-			(150,238	)
Net currency exchange gain		(81,146	)		(210,633	)
		17,608			(360,871	)

The Group measures the warrant liabilities at fair value using Black-Scholes option pricing model.

Note 7 Research expenses

	June 30, 2023		June 30, 2024
	S$		S$
Research expenses
Employee benefits expenses (Note 8)		300,728		347,473
Depreciation of property, plant and equipment		146,758		120,399
Amortization of intangible assets		3,887		321
Laboratory consumables		210,422		144,565
Facility-related expenses		22,375		39,883
Pre-clinical expenses		15,927		239,805
Professional expenses		43,684		-
Royalty & licence expenses		5,535		6,419
Utilities		31,004		30,300
Other services and fees		30,999		45,237
		811,319		974,402

Research expenses include research personnel costs, depreciation of research equipment and laboratory consumables for research activities.

Note 8 Employee benefits expenses

	June 30, 2023			June 30, 2024
	S$			S$
Employee benefits expenses
Wages and salaries		378,979			478,613
Directors’ fees		-			56,742
Employer’s contribution to defined contribution plans		53,585			66,676
Other short-term benefits		15,678			44,609
		448,242			646,640
Less: Classified as “Research expenses”		(300,728	)		(347,473	)
		147,514			299,167

Employee benefits are recognized as an expense, unless the cost qualifies to be capitalized as a development expenditure.

Note 9 Finance expenses

	June 30, 2023		June 30, 2024
	S$		S$
Finance expenses
Bank borrowings		10,441		9,693
Convertible loans		25,753		-
Other loan		4,266		-
Lease liabilities		298		112
		40,758		9,805

Finance expenses arising from bank borrowings, loans and leases liabilities are presented as financing activities in the Unaudited Interim Condensed Consolidated Statements of Cash Flows.

Note 10 Other expenses

	June 30, 2023		June 30, 2024
	S$		S$
Other expenses
Advertising		24,370		8,639
Annual listing fee		64,370		43,639
Company insurance		89,269		94,352
Cleaning fee		4,176		3,563
Entertainment		7,959		1,020
Delivery/freight charges		4,292		589
Information technology expenses		8,245		19,566
Investor relationship expenses		82,754		16,424
Professional fees		80,917		180,749
Property tax		3,452		3,938
Printing and stationery		8,025		9,026
Legal fees		54,815		58,051
Lease of low-value assets		858		726
Repairs and maintenance		6,097		2,208
Service fee		4,535		64,277
Subscription fee		1,531		471
Transportation and travelling		72,143		32,165
Tools and supplies		360		1,500
Water and electricity		10,967		11,143
IPO professional expenses		758,563		-
Others		14,833		5,547
		1,302,531		557,593

Note 11 Other receivables

	December 31, 2023		June 30, 2024
	S$		S$
Current assets
Deposits		59,082		351,221
Prepayments		159,006		117,012
Prepaid consumables		678,728		718,881
Interest receivables		186,730		31,484
Other receivables - third parties		18,018		17,354
		1,101,564		1,235,952

Non-current assets
Amount due from third party		-		500,000

		1,101,564		1,735,952

As of June 30, 2024, included in the deposits is a deposit of S$330,970 (equivalent to RM1.15 million) (December 31, 2023: Nil) paid to a third party for the acquisition of assets and licence relating to the cord blood banking business.

As of June 30, 2024, the amount due from third party of S$500,000 is loan to a third party with a maturity tenure of 3 years and collectible by the end of 3-year tenure (December 31, 2023: Nil) which bears interest rate of 5.0% (December 31, 2023: Nil) per annum to carry out an investigator initiated trial in People’s Republic of China. The Group commits a total of loan up to S$1,000,000 in accordance with the Heads of Agreement entered into between the Group and the said third party on December 1, 2023 and the remaining loan commitment amounting to S$500,000 is disclosed in the Note 20 to these unaudited interim condensed consolidated financial statements.

Note 12 Cash and bank balances

	December 31, 2023			June 30, 2024
	S$			S$
Cash and bank balances
Cash at banks and on hand		1,972,473			303,398
Short-term fixed deposits		7,022,594			6,168,250
		8,995,067			6,471,648
Less: Fixed deposits with maturities over 3 months		(2,770,880	)		(477,677	)
Cash and cash equivalents on Unaudited Interim Condensed Consolidated Statements of Cash Flows		6,224,187			5,993,971

As of June 30, 2024, fixed deposits are placed for varying periods of between 1 month and 12 months (December 31, 2023: 1 month and 12 months), carried interests between 5.25% and 5.37% (December 31, 2023: 2.20% and 5.55%) per annum.

Note 13 Property, plant and equipment

The Group acquired property, plant and equipment, excluding right-of-use assets, amounting to approximately S$579,143 as of June 30, 2024 (December 31, 2023: S$58,295) and there was no disposal of assets as of June 30, 2024 and December 31, 2023. The acquisition is mainly due to the purchase of a property in Johor, Malaysia for business expansion. As of June 30, 2024, bank borrowing is secured by a freehold land and a building of the Group with the carrying amount of S$891,606 (December 31, 2023: S$894,487).

Property, plant and equipment is tested for impairment when there is any objective evidence or indication that these assets may be impaired. Impairment exists when the carrying value of an asset or cash-generating-units (“CGU”) exceeds its recoverable amount. The recoverable amount of property, plant and equipment has been determined based on higher of the fair value less costs to sell or value-in use (“VIU”) calculations. If the carrying amount exceed the recoverable amount, an impairment is recognized to profit or loss for the differences.

Property, plant and equipment mainly consist of freehold land, building, and laboratory equipment. Management has assessed that there were no objective evidence or indication that the carrying amount of the Group’s property, plant and equipment may not be recoverable as at the end of reporting date. Accordingly, impairment assessment is not required.

Note 14 Intangible assets

	December 31, 2023		June 30, 2024
	S$		S$
Intangible assets
Goodwill		355		355
Intellectual properties licenses		7,918		7,597
Computer software licenses		4,140		3,060
		12,413		11,012

There is no acquisition or disposal of intangible assets as of June 30, 2024 and December 31, 2023. The movement is mainly due to amortization expense.

Note 15 Investment in associate

The increase is due to share of gains of the associate, Landmark Medical Centre Sdn Bhd, a full licensed private hospital as of June 30,2024.

Investment in associate is tested for impairment when there is any objective evidence or indication that these assets may be impaired. Impairment exists when the carrying value of an asset or CGU exceeds its recoverable amount. The recoverable amount of investment in associate has been determined based on higher of the fair value less costs to sell or VIU calculations. If the carrying amount exceed the recoverable amount, an impairment is recognized to profit or loss for the differences.

Management has assessed the recoverable amount of the investment in associate calculation based on its VIU, using discounted cash flow forecasts covering a five-year period in which the management made judgements over certain key inputs in relation to cash flows, revenue growth rates and discount rate. It was concluded that the fair value less costs of disposal did not exceed the VIU. As a result of this analysis, no further impairment loss is required to be recognized as at the end of reporting date.

Note 16 Trade and other payables

	December 31, 2023		June 30, 2024
	S$		S$
Trade and other payables
Trade payables		24,618		44,834
Other payables - third parties		50,428		24,547
Accrued operating expenses		446,634		241,574
Deferred income		2,944		5,258
		524,624		316,213

Note 17 Borrowings

	December 31, 2023		June 30, 2024
	S$		S$
Borrowings
Current
Bank borrowings		33,926		34,824
Lease liabilities		6,324		2,565
		40,250		37,389
Non-current
Bank borrowings		407,772		390,896
Lease liabilities		-		-
		407,772		390,896

Total borrowings		448,022		428,285

Note 18 Share capital

	Number of
	Ordinary shares		Amount
			S$
June 30, 2024
Beginning of the financial period		11,529,328		23,720,020
Capitalization of warrant reserve		10,672		73,930
End of the financial period		11,540,000		23,793,950

December 31, 2023
Beginning of the financial year		8,444,460		8,913,005
Conversion from convertible loans		672,499		3,499,991
Issuance of ordinary shares		2,412,369		11,307,024
End of the financial year		11,529,328		23,720,020

On January 17, 2023, the Company implemented a 1-for-380.83 reverse split of our ordinary shares pursuant to which shareholders received one (1) ordinary share for every 380.83 ordinary shares held as of such date. The reverse split proportionally reduced the number of authorized share capital. The paid-up ordinary shares have no par value and carry one vote per share and carry a right to dividends as and when declared by the Company.

On January 26, 2023, the Company converted the convertible loan of S$250,000 into 82,990 ordinary shares. Upon conversion, the 82,990 ordinary shares carried at the conversion value of S$499,996. These newly issued shares rank pari passu in all respects with the previously issued shares.

On April 18, 2023, the Company completed the IPO on the Nasdaq Capital Market, whereby issued and sold 2,412,369 ordinary shares at a price to the public of U.S.$4.00 per share for aggregate gross proceeds of S$12,938,017. The offering expenses of S$1,630,993 which were attributable to the offer of new shares are deducted from equity.

On April 21, 2023, the Company converted the convertible loan of S$1,500,000 into 589,509 ordinary shares. Upon conversion, the 589,509 ordinary shares carried at the conversion value of S$2,999,995. These newly issued shares rank pari passu in all respects with the previously issued shares.

On January 3, 2024, the Company converted 36,185 warrants into 7,860 ordinary shares on a cashless basis. Upon conversion, the 7,860 ordinary shares carried at the value of S$54,154. These newly issued shares rank pari passu in all respects with the previously issued shares.

On January 17, 2024, the Company converted 12,062 warrants into 2,812 ordinary shares on a cashless basis. Upon conversion, the 2,812 ordinary shares carried at the value of S$19,776. These newly issued shares rank pari passu in all respects with the previously issued shares.

Note 19 Warrant liabilities

	December 31, 2023		June 30, 2024
	S$		S$
Warrant liabilities
At beginning of financial year/period		-		146,613
Change in the financial year/period		146,613		(150,238	)
Currency realignment		-		3,625
At end of financial year/period		146,613		-

The outstanding Representative’s Warrants are recognized as a warrant liability as of 31 December 2023 and are measured at fair value at their inception date and subsequently remeasured using Black-Scholes option pricing model at each reporting period with changes being recorded in the statement of profit or loss.

Warrant reserve amounting to S$73,930 represents 48,247 warrants exercised by various third parties in financial year ended December 31, 2023. It was capitalized in the six months financial period ended June 30, 2024 upon the completion of share registration.

Note 20 Capital and other commitments

The following table summarizes the Group’s capital and other commitments as of June 30, 2024:

	Payment Due by Period
	Total		Less than 1 year		Between 1 and 2 years		Between 2 and 5 years		Over 5 years
	S$		S$		S$		S$		S$
Commitment:
Minimum royalty commitments ⁽¹⁾		155,037		11,990		11,990		35,970		95,087
Capital commitments ⁽²⁾		330,970		330,970		-		-		-
Loan commitments ⁽³⁾		500,000		500,000		-		-		-

	(1)	Relating to the minimum royalty payments under the licensing agreements.

	(2)	Relating to the acquisition of assets and licence relating to the cord blood banking business.

	(3)	Relating to a loan to third party at 5.0% interest per annum.

Note 21 Events occurring after balance sheet date

The Company has assessed all events which occurred from June 30, 2024, up through September 30, 2024, which is the date that these unaudited interim condensed consolidated financial statements are available to be issued. Other than the events disclosed below, there are no material subsequent events that would require disclosure in the unaudited interim condensed consolidated financial statements.

On May 6, 2024, the Company’s indirect subsidiary, IPSC Depository Sdn Bhd (“IPSC”), entered into a master agreement with a third party (the “Vendor”) for the acquisition of a cord blood banking licence, equipment and other assets (“Movable Assets”) and two freehold properties located in Kuala Lumpur, Malaysia (“Immovable Assets”) for a total cash consideration of RM 2.3 million (equivalent to S$661,940).

A total deposit of RM1.15 million (equivalent to S$330,970) was paid to the Vendor as of June 30, 2024 which was classified as “other receivables” and disclosed in Note 11.

On July 17, 2024, IPSC entered into two sales and purchase agreements as part of the master agreement for the acquisition of the Immovable Assets for a total purchase price of RM 2 million (equivalent to S$575,600). The Company expects the acquisition of the Immovable Assets to be completed by end of the year.

On August 1, 2024, IPSC completed the takeover of the Movable Assets.

On September 23, 2024, the Company entered into a clinical study agreement with National University Hospital (“NUH”), Singapore for recruitment of patients under the first-in-human ANGELICA Trial to evaluate the safety of CTM-N2D in human subjects. The earlier clinical study agreement signed with NUH on March 10, 2023 was for the recruitment of healthy blood donors.

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2024

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited interim condensed consolidated financial statements and the notes thereto, included as Exhibit 99.1 to this Report on Form 6-K. We also recommend that you read our discussion and analysis of financial condition and results of operations together with our audited financial statements and the notes thereto, which appear in our Annual Report on Form 20-F for the year ended December 31, 2023 (the “Annual Report”), filed with the Securities and Exchange Commission (“SEC”) on April 22, 2024.

Emerging Growth Company Status

We are an “emerging growth company” under the JOBS Act. The JOBS Act, permits that an “emerging growth company” may take advantage of the extended transition period for complying with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have elected to avail ourselves of delayed adoption of certain accounting standards. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards. We intend to rely on other exemptions provided by the JOBS Act, including without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of Sarbanes-Oxley Act.

We will remain an emerging growth company until the earliest of (i) the last day of the financial year in which we have more than U.S.$1.235 billion in annual revenue, (ii) the date we qualify as a “large accelerated filer” as defined in Rule 12b-2 under Exchange Act, which would occur if the market value of our ordinary shares held by non-affiliates exceeded U.S.$700 million, (iii) the issuance, in any three-year period, by us of more than U.S.$1 billion in non-convertible debt securities, and (iv) the last day of the financial year ending after the fifth anniversary of our initial public offering.

Overview

We are a pre-clinical biopharmaceutical company focused on the R&D of allogeneic, “off-the-shelf” donor cell-based immunotherapies for treatment of human cancers. The development of our novel technologies has been inspired by the clinical success of existing CAR-T cells in treating hematological malignancies as well as the current clinical limitations and commercial challenges in extrapolating the CAR-T principle into treatment of solid tumors. All of our product candidates are designed to be allogeneic, meaning they are produced using cells from a different person than the patient treated, as well as on an “off-the-shelf” basis, unlike existing autologous cell therapies. Built on our proprietary platform technologies, we are developing four product candidates: CTM-N2D, iPSC-gdNKT, CTM-GDT and CTM-MSC.

The investigator-initiated Phase 1 trial of our lead product candidate, CTM-N2D with National University Hospital Singapore (the “ANGELICA Trial”), has started in July 2023 with the donor recruitment to obtain healthy donor peripheral blood mononuclear cells which would serve as starting material for manufacturing of CTM-N2D for patients in the trial. We anticipate recruiting our first patient in the last quarter of 2024.

Our second product candidate iPSC-gdNKT utilizes induced pluripotent stem cells as a starting material to generate gdNKT, which is a synthetic hybrid of a gamma delta T cell and a natural killer cell. The hybrid cells express receptors of both cells which potentially allow the gdNKT cells to recognize and treat a broad range of cancers. This product has been undergoing pre-clinical process development since the fourth quarter of 2022, and is targeting to commence pre-clinical studies next year in 2025.

Our third product candidate, CTM-GDT consists of expanded unmodified allogeneic gamma delta T cells and exploits the potential of these cells to recognize and treat a broad range of cancers. We are working with The University of Texas M.D. Anderson Cancer Center on using CTM-GDT against lymphoma and breast cancer in pre-clinical studies. Through a US agent, we have submitted a drug master file to US FDA and intend to pursue an investigational new drug application in the near future.

We have not generated any revenue from commercial sale to-date and have incurred losses since our incorporation in 2018. We expect that our expenses and capital requirements will continue to increase for the foreseeable future as we continue developing and seeking regulatory approvals for our product candidates, building our intellectual property portfolio, developing our supply chain, conducting business planning, maintaining our own centralized cGMP facility, hiring and training staff, and ultimately establishing a sales organization.

Financial Operations Overview

Revenue

Since our incorporation, we have not generated any revenue from products approved by regulators and do not expect to generate any such revenue from the commercial sale in the foreseeable future. As of the date of this Report, we have no therapeutic products approved for sale commercially. If our development efforts for one or more of our product candidates are successful and result in regulatory approval, domestically or internationally, or if we enter into collaboration with third parties, we may generate revenue from a combination of product sales or payments from collaboration in the future. We are seeing increasing interest in our products from international parties in 2024.

Other Operating Income

Other operating income primarily consists of research income, government grants received and support in relation to the technology innovation and interest income.

Other operating income increased by S$188,079 from S$233,684 for the six months ended June 30, 2023, to S$421,763 for the six months ended June 30, 2024. This growth was primarily due to higher interest income from the placement of IPO proceeds in fixed deposits amidst a slight decrease in research income.

Other (Losses)/Gains including fair value changes on financial instruments - net

The Group reported other losses of S$17,608 for the six months ended June 30, 2023, compared to other gains of S$360,871 for the comparable period in 2024. The increase of S$378,479 was mainly driven by an increase in net currency exchange gains and fair value gain on warrant liabilities.

Research Expenses

Research expenses were S$811,319 and S$974,402 for the six months ended June 30, 2023 and 2024, respectively. The increase of S$163,083 was mainly due an increase of pre-clinical expenses of S$223,878, higher employee benefits of S$46,745, partially offset by a reduction in laboratory consumables of S$65,857, decrease in professional fees and depreciation expenses.

Employee Benefits Expenses

Employee benefits expenses increased by S$151,653 from S$147,514 for the six months ended June 30, 2023 to S$299,167 for the six months ended June 30, 2024. The increase is mainly due to increase in headcount and employee compensation.

Finance Expenses

Finance expenses decreased by S$30,953, from S$40,758 for the six months ended June 30, 2023, to S$9,805 for the six months ended June 30, 2024. This is primarily attributed to the absence of convertible loan interest in 2024, as the convertible loans were converted into ordinary shares during the six months financial period ended June 30, 2023.

Other Expenses

Other expenses were S$1,302,531 and S$557,593 for the six months ended June 30, 2023 and 2024, respectively. The decrease of S$744,938 was primarily due to the absence of S$758,563 in IPO professional expenses, lower investor relationship expenses, partially offset by an increase in service fees as detailed in Note 10 of the unaudited interim condensed consolidated financial statements.

Share of results of associate

Share of results of associate consisted of the share of post-acquisition results of an associate incorporated in Malaysia, Landmark Medical Centre Sdn Bhd, a full licensed private hospital during the financial year and its impairment loss.

Share of loss of associate was recorded at S$19,757 for the six months ended June 30, 2023. Share of results of S$15,940 represented the share of profit from the associate for the comparable period in 2024.

Loss for the period

As a result of the foregoing, we had net loss of S$1,088,543 (equivalent to US$803,235) for the six months ended June 30, 2024 compared to a net loss of S$2,158,247 for the six months ended June 30, 2023. This represented a loss mitigation of 49.6%. There is significant cost advantage operating in Southeast Asia. If the costs associated with being a public listed company of S$153,920 are excluded, the loss for the six months ended June 30, 2024 will be reduced to S$934,623 (equivalent to US$689,657). We expect to continue to incur losses for the foreseeable future in connection with our ongoing activities. Our ability to generate product revenue sufficient to achieve profitability will depend on the successful development and commercialization of one or more of our product candidates.

Liquidity and Capital Resources

As of December 31, 2023 and June 30, 2024, we had cash and bank balances of S$9.00 million and S$6.47 million, respectively. Our liquidity and working capital requirements primarily related to our operating expenses. Historically, we have met our working capital and other liquidity requirements primarily through private equity financing and issuance of convertible loans. Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited to the net proceeds from our IPO and other equity and debt financings as and when appropriate.

Based on our current operating plans, we believe that the net proceeds from our offering, together with our current resources, will be sufficient to meet our current and anticipated working capital requirements and capital expenditures for at least the next 1.5 years from the date of this Report. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect.

Cash Flows

Operating Activities

During the six months ended June 30, 2023, net cash used in operating activities was S$2.03 million. This was primarily attributable to the loss for the period of S$2.16 million, adjusted for non-cash charges that primarily included depreciation and amortization of S$203,089 and fair value loss on convertible loans of S$98,754, and S$40,758 in interest expenses, S$32,668 in interest income, S$19,757 in share of results of associate and a S$264,416 net change in working capital.

During the six months ended June 30, 2024, net cash used in operating activities was S$1.16 million. This was primarily attributable to a loss for the year of S$1.09 million, adjusted for non-cash items including S$166,870 in depreciation and amortization and S$150,238 in fair value gain on warrant liabilities, S$9,805 in interest expenses, S$190,540 in interest income, S$15,940 in share of results of associate, and S$171,296 net change in working capital.

Investing Activities

Net cash used in investing activities during the six months ended June 30, 2023 was S$5,459,928, mainly due to the placement of S$5,442,800 fixed deposits with maturities over 3 months.

Net cash used in investing activities during the six months ended June 30, 2024 was S$1,887,790, mainly due to S$579,143 used in purchase of property in Johor, Malaysia for business expansion, the placement of S$477,677 fixed deposits with maturities over 3 months, S$330,970 deposit paid to the acquisition of assets and S$500,000 loan to a third party.

Financing Activities

During the six months ended June 30, 2023, net cash generated from financing activities was S$10.92 million mainly due to the proceeds from IPO of S$11.31 million, partially offsetting by the repayment of a third-party loan of S$300,000.

During the six months ended June 30, 2024, net cash used in financing activities was S$29,542 mainly due to repayment of bank borrowings of S$15,978 and interest payment of S$9,805.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements and do not have any holdings in variable interest entities.

Quantitative and Qualitative Disclosures about Market Risks

We are exposed to market risks in the ordinary course of our business. These risks primarily include currency risk and interest rate risk.

Currency risk

We operate in Southeast Asia with dominant operations in Singapore and Malaysia. We regularly transact in currencies other than our respective functional currencies (“foreign currencies”). Currency risk arises when transactions are denominated in foreign currencies other than functional currency. In addition, we are exposed to currency translation risk on the net assets in foreign operations.

Interest rate risk

As of December 31, 2023 and June 30, 2024, we had cash and bank balances of S$9.00 million and S$6.47 million. Our exposure to interest rate sensitivity is impacted by changes in the underlying US bank interest rates. We have not entered into investments for trading or speculative purposes.

Recent Developments

A total deposit of RM1.15 million (equivalent to S$330,970) was paid to the Vendor as of June 30, 2024 which was classified as “other receivables” and disclosed in Note 11 of the unaudited interim condensed consolidated financial statements.

On August 1, 2024, IPSC completed the takeover of the Movable Assets.

Exhibit 99.3

CytoMed Therapeutics Reports Six Months Ended June 30, 2024 Financial Results and Provides Clinical and Corporate Updates

Conference call via Zoom is scheduled for October 8, 2024 at 9 a.m. ET (9 p.m. SGT)

https://us06web.zoom.us/meeting/register/tZMrcOmppj0sGdA37lASywTyixRflo9w1TZT

Singapore – (September 30, 2024) – CytoMed Therapeutics Limited (NASDAQ: GDTC) (“CytoMed” or “Company”), a Singapore-based biopharmaceutical company focused on harnessing its proprietary technologies to develop novel donor-derived, cell-based allogeneic immunotherapies for the treatment of a broad range of cancers including blood and solid tumors, today announced six months ended June 30, 2024 financial results and provided clinical and corporate updates.

“We are committed to advancing our “off-the-shelf” allogeneic cellular immunotherapies for a broad spectrum of cancer,” said Peter Choo, Chairman of CytoMed. “Taking advantage of our Southeast Asia’s low cost infrastructure and collaboration with our partners, we have made extraordinary progress thus far and look towards internationalization of our operations and provide affordable cancer care to no-option sufferers.”

“Various international parties have approached us with interest in our proprietary gamma delta T cells, validating our off-the-shelf cell therapy technology and this can further accelerate the reach of our cells internationally,” said Dr Tan Wee Kiat PhD, the Co-CEO and COO of CytoMed.

Clinical Updates

In January 2023, the Company received formal approval from the Health Sciences Authority (“HSA”) in Singapore to conduct a first-in-human Phase I clinical trial (“ANGELICA Trial”) and has begun to recruit blood donors in July 2023. The ANGELICA Trial, in partnership with the National University Hospital (“NUH”), Singapore, will use healthy donor blood to manufacture allogeneic CAR-γδ T cells (“CTM-N2D”). The cells will be processed in CytoMed’s own current Good Manufacturing Practice (“cGMP”) facility in Malaysia.

The ANGELICA Trial comprises two parts. Part 1 (donor protocol) is ongoing with the recruitment of healthy blood donors at NUH. With the continued collaboration between CytoMed and NUH, the second part of the trial (recipient protocol) may now proceed with the recruitment of patients who have advanced cancers that are resistant to standard therapy regimens.

As of September 2024, the Company are translating two proprietary, exclusively licensed technologies, namely donor blood cell-based CAR-γδ T cell technology and induced pluripotent stem cell-based γδ NKT cell technology. The former has been granted patents in the US, China and Malaysia, the latter in China, Japan and Malaysia.

Financial Results for the Six months ended June 30, 2024

Net Loss: For the six months ended June 30, 2024, the Company’s unaudited net loss amounted to S$1.09 million (equivalent to US$803,235). If the costs associated with being a public listed company (listed on NASDAQ in April 2023) of S$153,920 are excluded, the loss for the six months ended June 30, 2024 will be reduced to S$934,623 (equivalent to US$689,657).

Cash and Bank Balances: As of June 30, 2024, the Company had cash and bank balances of S$6.47 million (equivalent to US$4.78 million).

Research Expenses: The Company’s research and development expenses were S$974,402 (equivalent to US$719,010) and S$811,319 for the six months ended June 30, 2024 and 2023, respectively. The increase of S$163,083 was mainly due an increase of pre-clinical expenses and higher employee benefits. This was partially offset by a reduction in laboratory consumables, decrease in professional fees and depreciation expenses.

G&A Expenses: The Company’s general and administrative expenses were S$902,910 (equivalent to US$666,256) and S$1.50 million for the six months ended June 30, 2024 and 2023, respectively. The decrease was primarily driven by non-recurring IPO expenses and the costs associated with being a public listed company in year 2023.

Conference Call Information

Conference call via Zoom is scheduled for October 8, 2024 at 9 a.m. ET (9 p.m. SGT). The investment community may participate in the conference call by tuning into the following Zoom:

https://us06web.zoom.us/meeting/register/tZMrcOmppj0sGdA37lASywTyixRflo9w1TZT

The management team will be available in New York City from October 28, 2024 to November 1, 2024 for meetings with shareholders and potential investors. Please contact us at enquiry@cytomed.sg if you wish to schedule a meeting.

About CytoMed Therapeutics Limited (CytoMed)

Incorporated in 2018, CytoMed was spun off from the Agency for Science, Technology and Research (A*STAR), Singapore’s leading research and development agency in the public sector. It is a biopharmaceutical company focused on harnessing its licensed proprietary technologies to create novel cell-based immunotherapies for the treatment of human cancers. The development of novel technologies has been inspired by the clinical success of existing CAR-T therapies in treating hematological malignancies, as well as the current clinical limitations and commercial challenges in extrapolating the CAR-T principle into treatment of solid tumors. For more information, please visit www.cytomed.sg and follow us on Twitter (“X”) @CytomedSG, on LinkedIn, and Facebook.

Forward Look Statements

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s plans to develop and commercialize its product candidates; the initiation, timing, progress and results of the Company’s current and future pre-clinical studies and clinical trials and the Company’s R&D programs; the Company’s expectations regarding the impact of the ongoing COVID-19 pandemic on its business, the Company’s industry and the economy; the Company’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing; the Company’s ability to successfully acquire or obtain licenses for additional product candidates on reasonable terms; the Company’s ability to establish and maintain collaborations and/or obtain additional funding and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward–looking statements to reflect events or circumstances that arise after the date hereof.

Contacts:

CytoMed Therapeutics Limited

Email: enquiry@cytomed.sg

Attention: Evelyn Tan, Chief Corporate Officer