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
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
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 | | |
| 100 | |
| |
| |
| |
| | | |
| | |
Advance Cancer Centre Pte Ltd | |
Investment, research and development of medical technologies | |
Singapore | |
| 100 | | |
| 100 | |
| |
| |
| |
| | | |
| | |
Puricell Lab Pte Ltd | |
Research and development of induced pluripotent stem cell-based biologics and medical technologies | |
Singapore | |
| 95 | | |
| 95 | |
| |
| |
| |
| | | |
| | |
LongevityBank Pte Ltd (Formerly known as IPSCBank Pte Ltd) | |
Stem cell and immune cell banking | |
Singapore | |
| 100 | | |
| 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 | | |
| 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
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.
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.
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
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 of the unaudited interim condensed consolidated financial statements.
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
99.3
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
CytoMed Therapeutics (NASDAQ:GDTC)
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