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 2023
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, 2023, 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, 2023, included as Exhibit 99.2 of this Report, and a press release dated November 17, 2023 announcing corporate updates and the financial results for the six months ended June 30, 2023 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: November 17, 2023 | 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, 2022 AND 2023
Six months ended June 30, | ||||||||||||||||
Note | 2022 | 2023 | 2023 | |||||||||||||
S$ | S$ | U.S.$ | ||||||||||||||
Revenue | - | - | - | |||||||||||||
Other operating income | 5 | 149,570 | 233,684 | 172,805 | ||||||||||||
Other losses | 6 | (150,136 | ) | (17,608 | ) | (13,021 | ) | |||||||||
Research and development expenses | 7 | (604,043 | ) | (811,319 | ) | (599,955 | ) | |||||||||
Depreciation of property, plant and equipment | (56,048 | ) | (51,337 | ) | (37,963 | ) | ||||||||||
Amortization of intangible assets | (1,254 | ) | (1,107 | ) | (819 | ) | ||||||||||
Employee benefits expenses | 8 | (97,530 | ) | (147,514 | ) | (109,084 | ) | |||||||||
Finance costs | 9 | (62,042 | ) | (40,758 | ) | (30,140 | ) | |||||||||
Other expenses | 10 | (151,625 | ) | (1,302,531 | ) | (963,197 | ) | |||||||||
Share of results of associate | (22,283 | ) | (19,757 | ) | (14,609 | ) | ||||||||||
Loss before income tax | (995,391 | ) | (2,158,247 | ) | (1,595,983 | ) | ||||||||||
Income tax expense | - | - | - | |||||||||||||
Loss for the period | (995,391 | ) | (2,158,247 | ) | (1,595,983 | ) | ||||||||||
Other comprehensive loss: | ||||||||||||||||
Items that may be reclassified subsequently to profit or loss: | ||||||||||||||||
Foreign currency translation loss | (37,208 | ) | (66,214 | ) | (48,964 | ) | ||||||||||
Total comprehensive loss for the period | (1,032,599 | ) | (2,224,461 | ) | (1,644,947 | ) | ||||||||||
Loss attributable to: | ||||||||||||||||
Equity holders of the Company | (995,287 | ) | (2,158,107 | ) | (1,595,879 | ) | ||||||||||
Non-controlling interests | (104 | ) | (140 | ) | (104 | ) | ||||||||||
Total | (995,391 | ) | (2,158,247 | ) | (1,595,983 | ) | ||||||||||
Total comprehensive loss attributable to: | ||||||||||||||||
Equity holders of the Company | (1,032,495 | ) | (2,224,321 | ) | (1,644,843 | ) | ||||||||||
Non-controlling interests | (104 | ) | (140 | ) | (104 | ) | ||||||||||
Total | (1,032,599 | ) | (2,224,461 | ) | (1,644,947 | ) | ||||||||||
Loss per share for loss attributable to equity holders of the Company | ||||||||||||||||
-Basic and diluted | (0.13 | ) | (0.22 | ) | (0.16 | ) |
LOSS PER SHARE
Six months ended June 30, | ||||||||
2022 | 2023 | |||||||
Weighted average number of ordinary shares used in computing basic and diluted loss | 7,672,622 | 9,720,128 |
The accompanying notes are an integral part of these consolidated financial statements.
|
CYTOMED THERAPEUTICS LIMITED AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITIONS
Notes | December 31, 2022 | June 30, 2023 | June 30, 2023 | |||||||||||||
ASSETS | S$ | S$ | U.S.$ | |||||||||||||
Current assets | ||||||||||||||||
Other receivables | 11 | 914,144 | 1,031,054 | 762,445 | ||||||||||||
Cash and cash equivalents | 12 | 1,579,718 | 10,437,795 | 7,718,550 | ||||||||||||
Total current assets | 2,493,862 | 11,468,849 | 8,480,995 | |||||||||||||
Non-current assets | ||||||||||||||||
Property, plant and equipment | 13 | 2,474,963 | 2,212,594 | 1,636,171 | ||||||||||||
Intangible assets | 14 | 18,809 | 13,815 | 10,216 | ||||||||||||
Investment in associate | 15 | 239,424 | 219,667 | 162,440 | ||||||||||||
Total non-current assets | 2,733,196 | 2,446,076 | 1,808,827 | |||||||||||||
5,227,058 | 13,914,925 | 10,289,822 | ||||||||||||||
LIABILITIES AND EQUITY | ||||||||||||||||
Current liabilities | ||||||||||||||||
Contract liabilities | 3,504 | 5,504 | 4,070 | |||||||||||||
Current tax liabilities | 1,596 | 1,518 | 1,123 | |||||||||||||
Trade and other payables | 16 | 416,398 | 266,892 | 197,363 | ||||||||||||
Borrowings | 17 | 3,743,726 | 40,964 | 30,292 | ||||||||||||
Total current liabilities | 4,165,224 | 314,878 | 232,848 | |||||||||||||
Non-current liability | ||||||||||||||||
Borrowings | 17 | 475,536 | 431,195 | 318,860 | ||||||||||||
Total non-current liability | 475,536 | 431,195 | 318,860 | |||||||||||||
Total liabilities | 4,640,760 | 746,073 | 551,708 | |||||||||||||
Capital and reserves | ||||||||||||||||
Share capital | 18 | 8,913,005 | 23,720,020 | 17,540,501 | ||||||||||||
Translation reserve | (127,484 | ) | (193,698 | ) | (143,236 | ) | ||||||||||
Accumulated losses | (8,198,541 | ) | (10,356,648 | ) | (7,658,543 | ) | ||||||||||
Attributable to equity holders of the Company | 586,980 | 13,169,674 | 9,738,722 | |||||||||||||
Non-controlling interests | (682 | ) | (822 | ) | (608 | ) | ||||||||||
Total equity | 586,298 | 13,168,852 | 9,738,114 | |||||||||||||
Total liabilities and equity | 5,227,058 | 13,914,925 | 10,289,822 |
The accompanying notes are an integral part of these consolidated financial statements.
|
CYTOMED THERAPEUTICS LIMITED AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2023
Six months ended June 30, | ||||||||||||||||
Notes | 2022 | 2023 | 2023 | |||||||||||||
S$ | S$ | U.S.$ | ||||||||||||||
Cash flows from operating activities | ||||||||||||||||
Loss before income tax | (995,391 | ) | (2,158,247 | ) | (1,595,983 | ) | ||||||||||
Adjustments for: | ||||||||||||||||
Amortization of intangible assets | 6,604 | 4,994 | 3,693 | |||||||||||||
Depreciation of property, plant and equipment | 184,380 | 198,095 | 146,488 | |||||||||||||
Gain on disposal of property, plant and equipment | (570 | ) | - | - | ||||||||||||
Fair value loss on convertible loans | 140,838 | 98,754 | 73,027 | |||||||||||||
Share of results of associate | 22,283 | 19,757 | 14,610 | |||||||||||||
Interest expense | 62,042 | 40,758 | 30,140 | |||||||||||||
Interest income | (1,468 | ) | (32,668 | ) | (24,157 | ) | ||||||||||
Unrealized currency translation differences | 3,967 | 26,605 | 19,674 | |||||||||||||
Operating cash flows before movement in working capital | (577,315 | ) | (1,801,952 | ) | (1,332,508 | ) | ||||||||||
Other receivables | 56,802 | (116,910 | ) | (86,453 | ) | |||||||||||
Trade and other payables | 34,247 | (147,506 | ) | (109,078 | ) | |||||||||||
Cash used in operations | (486,266 | ) | (2,066,368 | ) | (1,528,039 | ) | ||||||||||
Interest received | 1,468 | 32,668 | 24,157 | |||||||||||||
Net cash used in operating activities | (484,798 | ) | (2,033,700 | ) | (1,503,882 | ) | ||||||||||
Cash flows from investing activities | ||||||||||||||||
Purchase of property, plant and equipment | 11 | (422,072 | ) | (17,128 | ) | (12,666 | ) | |||||||||
Net cash used in investing activities | (422,072 | ) | (17,128 | ) | (12,666 | ) | ||||||||||
Cash flows from financing activities | ||||||||||||||||
Proceeds from issuance of ordinary shares | - | 11,307,024 | 8,361,328 | |||||||||||||
Repayment of related party loan | - | (300,000 | ) | (221,844 | ) | |||||||||||
Principal payment of bank borrowings | (34,051 | ) | (41,535 | ) | (30,714 | ) | ||||||||||
Principal payment of finance lease liabilities | (4,311 | ) | (4,331 | ) | (3,203 | ) | ||||||||||
Interest paid | 9 | (62,042 | ) | (40,758 | ) | (30,140 | ) | |||||||||
Net cash (used in)/generated from financing activities | (100,404 | ) | 10,920,400 | 8,075,427 | ||||||||||||
Net change in cash and cash equivalents | (1,007,274 | ) | 8,869,572 | 6,558,879 | ||||||||||||
Cash and cash equivalents at beginning of financial period | 2,512,768 | 1,579,718 | 1,168,171 | |||||||||||||
Effects of currency translation on cash and cash equivalents | (18,333 | ) | (11,495 | ) | (8,500 | ) | ||||||||||
Cash and cash equivalents at end of financial period | 15 | 1,487,161 | 10,437,795 | 7,718,550 |
The accompanying notes are an integral part of these consolidated financial statements.
|
CYTOMED THERAPEUTICS LIMITED AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR SIX MONTHS ENDED JUNE 30, 2022 AND 2023
Attributable to equity holders of the Company | ||||||||||||||||||||||||||||
Share | Non- | |||||||||||||||||||||||||||
Share | application | Translation | Accumulated | controlling | Total | |||||||||||||||||||||||
capital | monies | reserve | losses | Total | interests | equity | ||||||||||||||||||||||
S$ | S$ | S$ | S$ | S$ | S$ | S$ | ||||||||||||||||||||||
Balance as at January 1, 2022 | 6,548,960 | 1,141,395 | (30,980 | ) | (5,067,332 | ) | 2,592,043 | (439 | ) | 2,591,604 | ||||||||||||||||||
Total comprehensive loss for the period | - | - | (37,208 | ) | (995,287 | ) | (1,032,495 | ) | (104 | ) | (1,032,599 | ) | ||||||||||||||||
Share application monies converted to shares | 1,141,395 | (1,141,395 | ) | - | - | - | - | - | ||||||||||||||||||||
Balance as at June 30, 2022 | 7,690,355 | - | (68,188 | ) | (6,062,619 | ) | 1,559,548 | (543 | ) | 1,559,005 |
Attributable to equity holders of the Company | ||||||||||||||||||||||||||||
Share | Non- | |||||||||||||||||||||||||||
Share | application | Translation | Accumulated | controlling | Total | |||||||||||||||||||||||
capital | monies | 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 |
The accompanying notes are an integral part of these consolidated financial statements
|
CYTOMED THERAPEUTICS LIMITED AND SUBSIDIARIES
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Note 1 General Information
These unaudited condensed financial statements are the interim financial statements of CytoMed Therapeutics Limited (the “Company”) and its subsidiaries (the “Group”), for the six months ended June 30, 2023 (the “Financial Statements”).
CytoMed Therapeutics Limited 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 Company’s immediate and ultimate holding corporation is Glorious Finance Limited, incorporated in the British Virgin Islands.
The principal activities of the Company 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 Company 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, | |||||||||||
2022 | 2023 | |||||||||||
% | % | |||||||||||
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 | ||||||||
IPSCBank Pte Ltd | Stem cell and immune cell banking | Singapore | 100 | 100 | ||||||||
Held by IPSCBank Pte Ltd | ||||||||||||
IPSC Depository Sdn Bhd | Stem cell and immune cell banking | Malaysia | 100 | 100 |
Note 2 Summary of significant accounting policies
2.1 | Basis of preparation |
The Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) under the historical cost convention, except as disclosed in the accounting policies below.
The preparation of Financial Statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where estimates and assumptions are significant to the Financial Statements.
The unaudited interim consolidated financial statements do not include all the information and footnotes required by the 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, 2023, and results of operations and cash flows for the six-month period ended June 30, 2023. The unaudited interim condensed consolidated statements of financial positions as of December 31, 2022 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, 2022, 2021 and 2020, 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, 2023. The adoption of these standards did not have any material effect on the 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$1.3523 to U.S.$1.00, the exchange rate in effect as of June 30, 2023 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, 2023, the Group has negative cash flow from operating activities of S$2,033,700. The Group’s working capital was negative S$264,416 as of June 30, 2023. At the same time, the Group had S$10,437,795 in cash and cash equivalents, which is unrestricted as to withdrawal and use as of June 30, 2023. In view of these circumstances, the management of the Group has given consideration to the future liquidity and performance of the Group and its available sources of finance in assessing whether the Group will have sufficient financial resources to continue as a going concern, at least, for the next twelve months from the date of this report.
Note 3 Significant accounting judgements and estimates
The preparation of the Financial Statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of each reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in the future periods.
The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended December 31, 2022.
Note 4 Segment information
Segment information by operating segment is not presented as the Group’s operating segment relates solely on the business of innate immune cell-based immunotherapy, pluripotent stem cell-based therapy and undertaking the research and development of immune cell and stem cell-based therapy.
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Note 5 Other operating income
June 30, 2022 | June 30, 2023 | |||||||
S$ | S$ | |||||||
Other operating income | ||||||||
Grant income/(clawback) | 69,727 | (83,226 | ) | |||||
Research income | 74,543 | 284,224 | ||||||
Interest income | 1,468 | 32,668 | ||||||
Others | 3,832 | 18 | ||||||
149,570 | 233,684 |
Note 6 Other losses
June 30, 2022 | June 30, 2023 | |||||||
S$ | S$ | |||||||
Other losses | ||||||||
Fair value losses on convertible loans | 140,838 | 98,754 | ||||||
Net currency exchange losses/(gains) | 9,868 | (81,146 | ) | |||||
Gain on disposal of property, plant and equipment | (570 | ) | - | |||||
150,136 | 17,608 |
The Group measures the convertible loans at fair value which was valued by the directors of the Company with reference to an independent qualified professional valuer through profit or loss.
Note 7 Research expenses
June 30, 2022 | June 30, 2023 | |||||||
S$ | S$ | |||||||
Research expenses | ||||||||
Employee benefits expenses (Note 8) | 246,132 | 300,728 | ||||||
Depreciation of property, plant and equipment | 128,332 | 146,758 | ||||||
Amortization of intangible assets | 5,350 | 3,887 | ||||||
Consumables consumed | 134,552 | 232,797 | ||||||
Royalty expenses | 4,650 | 5,535 | ||||||
Professional expenses | 37,199 | 59,611 | ||||||
Electricity expenses | 33,591 | 31,004 | ||||||
Others | 14,237 | 30,999 | ||||||
604,043 | 811,319 |
Research expenses include research personnel costs, depreciation of research equipment and consumables consumed for research activities.
Note 8 Employee benefits expenses
June 30, 2022 | June 30, 2023 | |||||||
S$ | S$ | |||||||
Employee benefits expenses | ||||||||
Wages and salaries | 295,282 | 378,979 | ||||||
Employer’s contribution to defined contribution plans | 37,891 | 53,585 | ||||||
Other short-term benefits | 10,489 | 15,678 | ||||||
343,662 | 448,242 | |||||||
Less: Classified as “Research expenses” | (246,132 | ) | (300,728 | ) | ||||
97,530 | 147,514 |
Employee benefits are recognized as an expense, unless the cost qualifies to be capitalized as an asset.
|
Note 9 Finance costs
June 30, 2022 | June 30, 2023 | |||||||
S$ | S$ | |||||||
Finance costs | ||||||||
Bank borrowings | 9,189 | 10,441 | ||||||
Convertible loans | 47,144 | 25,753 | ||||||
Related party loan | - | 4,266 | ||||||
Third party loan | 5,207 | - | ||||||
Lease liabilities | 503 | 298 | ||||||
Others | (1 | ) | - | |||||
62,042 | 40,758 |
Finance costs arising from bank borrowings, loans and leases liabilities are presented as financing activities in the consolidated cash flow statements.
Note 10 Other expenses
June 30, 2022 | June 30, 2023 | |||||||
S$ | S$ | |||||||
Other expenses | ||||||||
Advertising | - | 24,370 | ||||||
Annual listing fee | - | 64,370 | ||||||
Company insurance | 810 | 89,269 | ||||||
Cleaning fee | 2,055 |
4,176 |
||||||
Entertainment | 167 | 7,959 | ||||||
Delivery/Freight Charges & Moving Cost | 1,156 | 4,292 | ||||||
Information technology expenses | 5,637 | 8,245 | ||||||
Investor relationship expenses | - | 82,754 | ||||||
Professional fees | 45,546 | 80,917 | ||||||
Property tax | 3,556 | 3,452 | ||||||
Printing and stationery | 2,571 | 8,025 | ||||||
Legal fees | - | 54,815 | ||||||
Lease of low-value assets | 922 | 858 | ||||||
Repairs and maintenance | 3,728 | 6,097 | ||||||
Service fee | 5,747 | 4,535 | ||||||
Subscription fee | 1,228 | 1,531 | ||||||
Transportation and travelling | 1,320 | 72,143 | ||||||
Tools and supplies | 1,271 | 360 | ||||||
Water and electricity | 9,905 | 10,967 | ||||||
IPO professional expenses | 59,014 | 758,563 | ||||||
Others | 6,992 | 14,833 | ||||||
151,625 | 1,302,531 |
Note 11 Other receivables
December 31, 2022 | June 30, 2023 | |||||||
S$ | S$ | |||||||
Other receivables | ||||||||
Deposits | 15,562 | 22,406 | ||||||
Prepayments | 45,164 | 328,882 | ||||||
Prepaid IPO expenses | 219,664 | - | ||||||
Prepaid consumables | 576,172 | 564,827 | ||||||
Other receivables - third parties | 57,582 | 72,335 | ||||||
914,144 | 988,450 |
All prepaid IPO expenses as at December 31, 2022 were capitalized during the six months ended June 30, 2023 upon IPO.
Prepaid consumables relate to research and development projects of immune cell and stem cell-based therapy.
|
Note 12 Cash and cash equivalents
December 31, 2022 | June 30, 2023 | |||||||
S$ | S$ | |||||||
Cash and cash equivalents | ||||||||
Cash at banks and on hand | 1,518,778 | 1,154,605 | ||||||
Short-term fixed deposits | 60,940 | 9,283,190 | ||||||
1,579,718 | 10,437,795 |
Note 13 Property, plant and equipment
The Group acquired property, plant and equipment, excluding right-of-use assets, amounting to approximately S$17,128 as of June 30, 2023 (December 31, 2022: S$422,072) and there was no disposal of assets as of June 30, 2023 and December 31, 2022. As of June 30, 2023, bank borrowing is secured by a freehold land and a building of the Group with the carrying amount of S$907,056 (December 31, 2022: S$959,053).
Property, plant and equipment is tested for impairment when there is any objective evidence or indication that these assets may be impaired. Impairment exists when the carrying value of an asset or cash-generating-units (“CGU”) exceeds its recoverable amount. The recoverable amount of property, plant and equipment has been determined based on higher of the fair value less costs to sell or value-in use (“VIU”) calculations. If the carrying amount exceed the recoverable amount, an impairment is recognized to profit or loss for the differences.
Property, plant and equipment mainly consist of freehold land, building, and laboratory equipment. Management has assessed that there were no objective evidence or indication that the carrying amount of the Group’s property, plant and equipment may not be recoverable as at the end of reporting date. Accordingly, impairment assessment is not required.
Note 14 Intangible assets
December 31, 2022 | June 30, 2023 | |||||||
S$ | S$ | |||||||
Intangible assets | ||||||||
Goodwill | 355 | 355 | ||||||
Intellectual properties licenses | 12,127 | 8,240 | ||||||
Computer software licenses | 6,327 | 5,220 | ||||||
18,809 | 13,815 |
There is no acquisition or disposal of intangible assets as of June 30, 2023 and December 31, 2022. The movement is mainly due to amortization expense.
Note 15 Investment in associate
The decrease is due to share of losses of the associate, Landmark Medical Centre Sdn Bhd, a full licensed private hospital as of June 30,2023.
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, 2022 | June 30, 2023 | |||||||
S$ | S$ | |||||||
Trade and other payables | ||||||||
Trade payables | 14,628 | 61,455 | ||||||
Amount due to key management personnel | 1,265 | - | ||||||
Other payables - third parties | 158,995 | 14,578 | ||||||
Accrued operating expenses | 235,910 | 186,699 | ||||||
Deferred grant income | 5,600 | 4,160 | ||||||
416,398 | 266,892 |
Note 17 Borrowings
December 31, 2022 | June 30, 2023 | |||||||
S$ | S$ | |||||||
Borrowings | ||||||||
Current | ||||||||
Bank borrowings | 34,779 | 33,458 | ||||||
Related party loan | 300,000 | - | ||||||
Convertible loans | 3,401,237 | - | ||||||
Lease liabilities | 7,710 | 7,506 | ||||||
3,743,726 | 40,964 | |||||||
Non-current | ||||||||
Bank borrowings | 468,827 | 428,613 | ||||||
Lease liabilities | 6,709 | 2,582 | ||||||
475,536 | 431,195 | |||||||
Total borrowings | 4,219,262 | 472,159 |
The Group measures the convertible loans at fair value through profit or loss. The convertibles loans were converted to ordinary shares during the six months ended 30 June 2023.
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Note 18 Share capital
Number of | ||||||||
Ordinary shares | Amount | |||||||
S$ | ||||||||
June 30, 2023 | ||||||||
Beginning of the financial period | 8,444,460 | 8,913,005 | ||||||
Issuance of ordinary shares | 3,084,868 | 14,807,015 | ||||||
End of the financial period | 11,529,328 | 23,720,020 | ||||||
December 31, 2022 | ||||||||
Beginning of financial year | 7,479,745 | 6,548,960 | ||||||
Issuance of ordinary shares | 964,715 | 2,364,045 | ||||||
End of financial year | 8,444,460 | 8,913,005 |
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.
Note 19 Events occurring after balance sheet date
The Company has assessed all events occurred from June 30, 2023, up through November 17, 2023, which is the date that these Financial Statements are available to be issued. Other than the events disclosed below, there are not any material subsequent events that would require disclosure in Financial Statements.
On September 29, 2023, the Group entered into a sales and purchase agreement with a value of RM1,500,000 (approximately S$448,350) to purchase a property in Johor, Malaysia for business expansion.
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Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2023
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, 2022 (the “Annual Report”), filed with the Securities and Exchange Commission (“SEC”) on May 1, 2023.
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$1.3523 to U.S.$1.00, the exchange rate in effect as of June 30, 2023 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 research and development (“R&D”) of allogeneic, “off-the-shelf” cell-based immunotherapies for treatment of human cancers. The development of our novel technologies has been inspired by the clinical success of existing chimeric antigen receptor-modified T (“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 three product candidates: CTM-N2D, iPSC-gdNKT and CTM-GDT.
We expect that our expenses and capital requirements will increase significantly in connection with our ongoing phase 1 clinical trial with National University Hospital Singapore using our lead product candidate CTM-N2D (the “ANGELICA Trial”). We continue to develop and seek regulatory approvals for our product candidates, engage in other R&D activities to expand our pipeline of product candidates, maintain and expand our intellectual property portfolio, and ultimately establish a sales organization.
Key Factors Affecting Our Results of Operations
Our financial condition and results of operation have been and will continue to be affected by a number of factors, many of which may be beyond our control, including those factors set out below:
No product candidates approved for commercial sale
We are a pre-clinical biopharmaceutical development stage company and we do not have any products approved for commercial sale to-date. We are focused on developing human cells as therapeutics and our technologies are new and unproven. Since our incorporation in 2018, we have devoted most of our resources to support our product candidate development efforts, building our intellectual property portfolio, developing our supply chain, conducting business planning, constructing our centralized cGMP facility, hiring and training staff, raising capital and providing general and administrative support for these operations. We have not generated any revenue from approved products. Given that we will continue to invest most of our resources in developing our product candidates and conducting ANGELICA Trial, we expect to continue to incur increasing losses for the foreseeable future.
Financial Operations Overview
Revenue
Since our incorporation, we have not generated any revenue from approved products 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, 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.
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Other Operating Income
Other operating income primarily consists of research income, government grants received in view of the COVID-19 pandemic and support in relation to the technology innovation and interest income.
Other operating income increased by S$84,114 from S$149,570 for the six months ended June 30, 2022 to S$233,684 for the six months ended June 30, 2023, mainly due to an increase in research income and partially offset by the grant income claw backed under the Startup SG Tech - Proof-of-concept grant.
Other Losses
Other losses decreased by S$132,528 from S$150,136 for the six months ended June 30, 2022 to S$17,608 for the six months ended June 30, 2023, primarily pertaining to a decrease of S$42,084 in fair value loss of the convertible loans and the increase in foreign currency exchange gain of S$91,014.
Research Expenses
Research expenses were S$604,043 for the six months ended June 30, 2022, compared to S$811,319 for the six months ended June 30, 2023. The increase of S$207,276 was primarily attributable to an increase of S$98,245 in consumables consumed for research, quality control, pre-clinical activities, higher employee benefits expenses of S$54,596 resulting from increase in headcount and employee salary rates, higher professional fees incurred for animal studies and the ANGELICA Trial.
Employee Benefits Expenses
Employee benefits expenses increased by S$49,984 from S$97,530 for the six months ended June 30, 2022 to S$147,514 for the six months ended June 30, 2023. The increase is mainly due to increase in headcount and employee salary rates.
Finance Expenses
Finance expenses consisted of interest expenses on convertible loans issued in financial year 2020, interest expenses on bank borrowing, third party loan and lease liabilities.
Finance expenses decreased by S$21,284 from S$62,042 for the six months ended June 30, 2022 to S$40,758 for the six months ended June 30, 2023. This resulted from the decrease in convertible loans interest as the convertible loan were converted into ordinary shares during the six months ended June 30, 2023.
Other Expenses
Other expenses were S$151,625 and S$1,302,531 for the six months ended June 30, 2022 and 2023, respectively. The increase of S$1.20 million was mainly driven by an increase of S$699,549 in initial public offering (“IPO”) professional fees, increase of costs associated with being a public listed company including investor relationship expenses of S$82,754, directors’ and officers’ insurance of S$88,642, listing fees of S$64,370 and higher travelling expenses as details breakdown shown in Note 10.
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 results of S$19,757 represented the share of loss from the associate for the six months ended June 30, 2023.
Loss for the period
As a result of the foregoing, we had net loss of S$995,391 and S$2.16 million for the six months ended June 30, 2022 and 2023, respectively. If the non-recurring IPO professional expenses (S$758,563) and the costs associated with being a public listed company (S$235,766) are excluded, the net loss will be significantly reduced to S$1.16 million (approximately to US$860,695). 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, 2022 and June 30, 2023, we had cash and cash equivalents of S$1.58 million and S$10.44 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 2 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.
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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 year 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, 2022, net cash used in operating activities was S$484,798. This was primarily attributable to the loss for the year of S$995,391, adjusted for non-cash charges that primarily included depreciation and amortization of S$190,984 and fair value loss on convertible loans of S$140,838, and S$62,042 in interest expenses, S$1,468 in interest income, S$22,283 in share of results of associate and a S$91,049 net change in working capital.
Investing Activities
Net cash used in investing activities during the six months ended June 30, 2023 was S$17,128, used in purchase of plant and equipment.
Net cash used in investing activities during the six months ended June 30, 2022 was S$422,072, used in purchase of plant and equipment.
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 related party loan of S$300,000.
During the six months ended June 30, 2022, net cash used in financing activities was S$100,404 due to the interest payment of S$62,042 and repayment of bank borrowings and lease liabilities of S$38,362.
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 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, 2022 and June 30, 2023, we had cash and cash equivalents of S$1.58 million and S$10.44 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 September 29, 2023, the Group entered into a sales and purchase agreement with a value of RM1.50 million (approximately S$448,350) to purchase a property in Johor, Malaysia for business expansion.
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Exhibit 99.3
CytoMed Therapeutics Reports First Half 2023 Financial Report and Provides Corporate Update
Conference call webcast is scheduled for November 22 at 9 a.m. ET.
Singapore, Singapore – (November 17, 2023) – 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 various cancers, today announced its first half of 2023 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. “By committing ourselves to our stem cell research and cell therapy, we have made extraordinary progress thus far and look towards the future with overseas ambition especially China. We benefit from the low cost infrastructure in Southeast Asia.”
Clinical Updates
In January 2023, the Company received formal approval from the Health Sciences Authority (HSA) in Singapore to conduct a Phase I clinical trial and has begun to recruit blood donors in July 2023. The clinical trial, in partnership with the National University Hospital (NUH), Singapore, will use the donor blood to manufacture allogeneic CAR-γδ T cells for the trial. The cells will be processed in CytoMed’s Good Manufacturing Practice (GMP) facility in Malaysia.
As of November 2023, the Company are translating two 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 and China, the latter in Japan and China.
Financial Results for the Six Months Ended June 30, 2023
Net Loss: For the six months ended June 30, 2023, the Company’s unaudited net loss amounted to S$1.16M ($860,695) excluding expenses related to its NASDAQ Initial Public Offering (IPO) in April 2023 and the costs associated with being a public listed company, compared to S$936,377 for the six months ended 2022.
Cash and Cash Equivalents: As of June 30, 2023, the Company had cash and cash equivalents of S$10.44M ($7.72M). Over the course of the last six months, the Company raised S$12.94M ($9.57M) gross proceeds from the IPO.
R&D Expenses: The Company’s research and development expenses were S$811,319 ($599,955) and S$604,043 for the six months ended June 30, 2023 and 2022, respectively. This was primarily due to the clinical progress achieved over the last six months.
G&A Expenses: The Company’s general and administrative expenses were S$1.50M ($1.11M) and S$306,457 for the six months ended June 30, 2023 and 2022, respectively. The increase was primarily driven by non-recurring IPO expenses and the costs associated with being a public listed company.
Conference Call Information
The investment community may participate in the conference call by tuning into the following webcast:
https://events.q4inc.com/attendee/974579749
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 @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.
Investor and Media Contacts
Investors:
Matt Hughes
Allele Capital Partners
mhughes@allelecapital.com
Media:
Toni McLaughlin
Allele Communications
tmclaughlin@allelecommunications.com