6-K
CytoMed Therapeutics Ltd (GDTC)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the Financial Period Ended 30 Jun 2025
CommissionFile Number: 001-41677
CytoMedTherapeutics Limited
(Exact name of registrant as specified in its charter)
1Commonwealth Lane
#08-22
Singapore149544
(Addressof 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 ☒
INFORMATIONCONTAINED 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, 2025, included as Exhibit 99.1 of this Report, and the Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2025, included as Exhibit 99.2 of this Report.
ConferenceCall Information
A conference call to discuss the Company’s financial results via Zoom is scheduled for October 2, 2025 at 10 a.m. ET. The investment community may participate in the conference call by tuning into the following Zoom:
https://us06web.zoom.us/j/86967286296?pwd=Xls7XQsRWteN6eXpgRrkqajaL35aHX.1
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<br> Chee Kong | |
| Date:<br> September 30, 2025 | Title: | Director<br> and Chairman |
Exhibit99.1
CYTOMEDTHERAPEUTICS LIMITED AND SUBSIDIARIES
UNAUDITEDINTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
INDEX
| Page | |
|---|---|
| Unaudited Interim Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Loss for the Six months ended June 30, 2024 and 2025 | 1 |
| Unaudited Interim Condensed Consolidated Statements of Financial Positions as of December 31, 2024 and June 30, 2025 | 2 |
| Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Six months ended June 30, 2024 and 2025 | 3 |
| Unaudited Interim Condensed Consolidated Statements of Changes in Equity for the Six months ended June 30, 2024 and 2025 | 4 |
| Notes to the Unaudited Interim Condensed Consolidated Financial Statements | 5 |
CYTOMEDTHERAPEUTICS LIMITED AND SUBSIDIARIES
UNAUDITEDINTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025
| Six<br> months ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| Notes | 2024 | 2025 | 2025 | |||||
| S | S | U.S. | ||||||
| Revenue | 5 | |||||||
| Other<br> operating income | 6 | |||||||
| Lab<br> consumables and cord-blood banking expenses | ) | ) | ||||||
| Other<br> gains/(losses) including fair value changes on financial instruments - net | 7 | ) | ) | |||||
| Research<br> expenses | 8 | ) | ) | ) | ||||
| Depreciation<br> of property, plant and equipment | ) | ) | ) | |||||
| Amortization <br> of intangible assets | ) | ) | ) | |||||
| Employee<br> benefits expenses | 9 | ) | ) | ) | ||||
| Finance<br> expenses | 10 | ) | ) | ) | ||||
| Other<br> expenses | 11 | ) | ) | ) | ||||
| Share<br> of result of associate | ) | ) | ||||||
| Loss<br> before income tax | ) | ) | ) | |||||
| Income<br> tax expense | ||||||||
| Loss<br> for the period | ) | ) | ) | |||||
| Other<br> comprehensive loss: | ||||||||
| Exchange<br> differences arising from translation of foreign operation | ) | ) | ||||||
| Total<br> comprehensive loss for the period | ) | ) | ) | |||||
| Loss<br> attributable to: | ||||||||
| Equity<br> holders of the Company | ) | ) | ) | |||||
| Non-controlling<br> interests | ) | ) | ) | |||||
| Total | ) | ) | ) | |||||
| Total<br> comprehensive loss attributable to: | ||||||||
| Equity<br> holders of the Company | ) | ) | ) | |||||
| Non-controlling<br> interests | ) | ) | ) | |||||
| Total | ) | ) | ) | |||||
| Loss<br> per share for loss attributable to equity holders of the Company | ||||||||
| -Basic<br> and diluted | ) | ) | ) | |||||
| LOSS<br> PER SHARE |
All values are in US Dollars.
| Six months ended June 30, | ||||
|---|---|---|---|---|
| 2024 | 2025 | |||
| Weighted average number of ordinary shares used in computing basis and diluted loss | 11,539,608 | 11,540,000 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| 1 |
| --- |
CYTOMEDTHERAPEUTICS LIMITED AND SUBSIDIARIES
UNAUDITEDINTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITIONS
ASOF DECEMBER 31, 2024 AND JUNE 30, 2025
| Notes | December 31, 2024 | June 30, 2025 | June 30, 2025 | |||||
|---|---|---|---|---|---|---|---|---|
| S | S | U.S. | ||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Trade and other receivables | 12 | 1,030,336 | 1,228,190 | 965,634 | ||||
| Cash and bank balances | 13 | 4,970,367 | 2,854,958 | 2,244,640 | ||||
| Total current assets | 6,000,703 | 4,083,148 | 3,210,274 | |||||
| Non-current assets | ||||||||
| Property, plant and equipment | 14 | 3,253,046 | 3,472,804 | 2,730,406 | ||||
| Intangible assets | 15 | 93,050 | 72,556 | 57,045 | ||||
| Investment in associate | 16 | 220,950 | 210,349 | 165,382 | ||||
| Other long-term investment | 17 | - | 18,210 | 14,317 | ||||
| Trade and other receivables | 12 | 500,000 | 500,000 | 393,113 | ||||
| Total non-current assets | 4,067,046 | 4,273,919 | 3,360,263 | |||||
| Total assets | 10,067,749 | 8,357,067 | 6,570,537 | |||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities | ||||||||
| Trade and other payables | 18 | 441,023 | 477,690 | 375,571 | ||||
| Contract liabilities | 5 | 107,742 | 79,299 | 62,347 | ||||
| Warrant liabilities | 19 | 11,945 | 88,268 | 69,399 | ||||
| Borrowings | 20 | 37,650 | 38,264 | 30,084 | ||||
| Lease liabilities | 20 | 8,262 | 19,571 | 15,387 | ||||
| Total current liabilities | 606,622 | 703,092 | 552,788 | |||||
| Non-current liabilities | ||||||||
| Borrowings | 20 | 394,310 | 372,502 | 292,871 | ||||
| Lease liabilities | 20 | 23,028 | 59,267 | 46,597 | ||||
| Total non-current liabilities | 417,338 | 431,769 | 339,468 | |||||
| Total liabilities | 1,023,960 | 1,134,861 | 892,256 | |||||
| Capital and reserves | ||||||||
| Share capital | 21 | 23,793,950 | 23,793,950 | 18,707,406 | ||||
| Capital reserve | 73,982 | 73,982 | 58,167 | |||||
| Share-based payment reserve | 22 | - | 447,680 | 351,977 | ||||
| Translation reserve | (53,757 | (77,192 | (60,690 | |||||
| Accumulated losses | (14,848,135 | (17,091,895 | (13,438,081 | |||||
| Attributable to equity holders of the Company | 8,966,040 | 7,146,525 | 5,618,779 | |||||
| Non-controlling interests | 77,749 | 75,681 | 59,502 | |||||
| Total equity | 9,043,789 | 7,222,206 | 5,678,281 | |||||
| Total liabilities and equity | 10,067,749 | 8,357,067 | 6,570,537 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| 2 |
| --- |
CYTOMEDTHERAPEUTICS LIMITED AND SUBSIDIARIES
UNAUDITEDINTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FORTHE SIX MONTHS ENDED JUNE 30, 2024 AND 2025
| Six months ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| Notes | 2024 | 2025 | 2025 | |||||
| S | S | U.S. | ||||||
| Operating activities | ||||||||
| Loss before income tax | ) | ) | ) | |||||
| Adjustments for: | ||||||||
| Amortization of intangible assets | ||||||||
| Depreciation of property, plant and equipment | ||||||||
| Loss on disposal of property, plant and equipment | ||||||||
| Fair value changes on warrant liabilities | ) | |||||||
| Written off of intangible asset | ||||||||
| Share of result of associate | ) | |||||||
| Share-based payment | 22 | |||||||
| Interest expense | 10 | |||||||
| Interest income | 6 | ) | ) | ) | ||||
| Unrealized currency translation differences | ) | |||||||
| Operating cash flows before movement in. working capital | ) | ) | ) | |||||
| Trade and other receivables | ) | ) | ||||||
| Contract liabilities | ) | ) | ||||||
| Trade and other payables | ) | |||||||
| Cash used in operations | ) | ) | ) | |||||
| Interest received | ||||||||
| Net cash used in operating activities | ) | ) | ) | |||||
| Investing activities | ||||||||
| Purchase of property, plant and equipment | 14 | ) | ) | ) | ||||
| Fixed deposits with maturities over 3 months | ) | |||||||
| Deposit paid for acquisition of assets | ) | |||||||
| Investment in other long-term investment | ) | ) | ||||||
| Proceeds from disposal of property, plant and equipment | ||||||||
| Loan to a third party | ) | |||||||
| Interest received | ||||||||
| Net cash used in investing activities | ) | ) | ) | |||||
| Financing activities | ||||||||
| Principal payment of bank borrowing | ) | ) | ) | |||||
| Principal payment of finance lease liabilities | ) | ) | ) | |||||
| Interest paid | ) | ) | ) | |||||
| Net cash used in financing activities | ) | ) | ) | |||||
| Net decrease in cash and cash equivalents | ) | ) | ) | |||||
| Cash and cash equivalents at beginning of financial period | ||||||||
| Effects of currency translation on cash and cash equivalents | ) | ) | ||||||
| Cash and cash equivalents at end of financial period | 13 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| 3 |
| --- |
CYTOMEDTHERAPEUTICS LIMITED AND SUBSIDIARIES
UNAUDITEDINTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FORSIX MONTHS ENDED JUNE 30, 2024 AND 2025
| Share-based | Non- | |||||||||||||
| Warrant | Capital | payment | Translation | Accumulated | controlling | Total | ||||||||
| reserve | reserve | reserve | reserve | losses | Total | interests | equity | |||||||
| S | S | S | S | S | S | S | S | |||||||
| Balance<br> as at 1 January 2024 | ) | ) | ) | |||||||||||
| Total<br> comprehensive loss for the period | ) | ) | ) | ) | ||||||||||
| Capitalization<br> of warrant reserve | ) | |||||||||||||
| Balance<br> as at 30 June 2024 | ) | ) | ) | |||||||||||
| Balance<br> as at 30 June 2024 (U.S.) | ) | ) | ) |
All values are in US Dollars.
| Share-based | Non- | ||||||||||||
| Warrant | Capital | payment | Translation | Accumulated | controlling | Total | |||||||
| reserve | reserve | reserve | reserve | losses | Total | interests | equity | ||||||
| S | S | S | S | S | S | S | S | ||||||
| Balance<br> as at January 1, 2025 | ) | ) | |||||||||||
| Total<br> comprehensive loss for the period | ) | ) | ) | ) | ) | ||||||||
| Share-based<br> payment granted in the year | |||||||||||||
| Balance<br> as at June 30, 2025 | ) | ) | |||||||||||
| Balance<br> as at 30 June 2025 (U.S.) | ) | ) |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
| 4 |
| --- |
CYTOMEDTHERAPEUTICS LIMITED AND SUBSIDIARIES
Notesto the Unaudited Interim Condensed Consolidated Financial Statements
Note1 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, 2025 (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.
On August 15, 2024, IPSC Depository Sdn. Bhd., an indirect subsidiary of the Company, completed the acquisition of the license and certain assets of Cellsafe International Sdn Bhd (In Liquidation), a Malaysian cord blood banking service provider.
The principal activities of the subsidiaries of the Company (the “Company” or collectively known as the “Group”) are as follows:
| Name of entity | Principal activities | Country of business / incorporation | Group’s effective equity interest held | |||
|---|---|---|---|---|---|---|
| December 31, | June 30, | |||||
| 2024 | 2025 | |||||
| % | % | |||||
| 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 | 90 | 90 | ||
| Held by LongevityBank Pte. Ltd. | ||||||
| IPSC Depository Sdn. Bhd. | Processing and banking of cells including cord blood stem cells, research and development on cord blood derived cell-based therapy | Malaysia | 90 | 90 |
| 5 |
| --- |
Note2 Summary of significant accounting policies
| 2.1 | Basis<br> of preparation |
|---|
The unaudited condensed interim consolidated financial statements for the six-month ended June 30, 2025 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, 2025, and results of operations and cash flows for the six-month period ended June 30, 2025. The unaudited interim condensed consolidated statements of financial positions as of December 31, 2024 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, 2024, 2023 and 2022, and related notes included in the Company’s audited consolidated financial statements.
| 2.2 | Adoption<br> 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, 2025. The adoption of these standards did not have any material effect on the unaudited interim condensed consolidated financial statements of the Group.
| 2.3 | New standards,<br> amendments and interpretations issued but not yet effective |
|---|
There are a number of standards, amendments to standards, and interpretations, which have been issued by the International Accounting Standards Board, that are effective in future accounting periods and the Group has not decided to early adopt. Unless otherwise disclosed, the Group is currently evaluating the potential impact of adopting these standards on its consolidated financial statements and related disclosures in the year of initial application.
| 2.4 | Convenience<br> 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$1.2719 to U.S.$1.00, the exchange rate in effect as of June 30, 2025 as set forth in the H.10 statistical release of the U.S. Board of Governors of the Federal Reserve System.
| 2.5 | Going<br> 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.
As of June 30, 2025, the Group has negative cash flow from operating activities of S$1,599,164. The Group’s working capital was S$3,380,056. As of June 30, 2025, the Group had S$2,854,958 in cash and bank balances, which is unrestricted as to withdrawal and use as of June 30, 2025. 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.
Note3 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, 2024.
Note4 Segment information
The Group has identified two operating segments i.e. (i). 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 as well as (ii) the business of processing and banking of cells including cord blood stem cells, research and development on cord blood derived cell-based therapy.
| 6 |
| --- |
Note5 Revenue
The Group’s revenues are primarily derived from the provision of cord blood unit banking and retrieval services (“private blood banking services”). The Group derives revenue from transfer of services over time or at a point in time in the following major type of services.
| (a) | Disaggregation of revenue from contracts with customers | |
|---|---|---|
| June 30, 2024 | June 30, 2025 | |
| --- | --- | --- |
| S | S | |
| Over time | ||
| Revenue from private blood storage service | ||
| At a point in time | ||
| Revenue from retrieval of private blood service | ||
| Total |
All values are in US Dollars.
| (b) | Contract balances | |
|---|---|---|
| December 31, 2024 | June 30, 2025 | |
| --- | --- | --- |
| S | S | |
| Contract liabilities |
All values are in US Dollars.
A contract liability is recognized if a payment is received or a payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services mainly derived from the private blood banking business. Contract liabilities are recognized as revenue when the Group performs under the contract (i.e., transfers control of the related goods or services to the customer.
These liabilities are reported as contract liabilities on a contract by contract basis at the end of each reporting period. Significant changes in the contract liabilities balances during the financial year was mainly arriving from the increases due to cash received, excluding amounts recognized as revenue during the financial year.
| (c) | Unsatisfied performance obligations |
|---|
Management expects that the approximate transaction price allocated to unsatisfied performance obligations as at the end of the reporting periods may be recognized as revenue in the next reporting periods as follows:
| More than 1 year but less than 5 years | More than 5 years but less than 10 years | More than 10 years | |
|---|---|---|---|
| S | S | S | |
| Partially and fully unsatisfied performance obligations as at: | |||
| June 30, 2024 | |||
| June 30, 2025 |
All values are in US Dollars.
The management is not disclosing the transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations as at the reporting date that may be recognized as revenue in the next 12 months as permitted under the IFRS 15 due to the aggregated transaction price allocated to the period of these unsatisfied contracts was one year or less, or are billed based on time incurred. These amounts do not include variable consideration, which is subject to significant risk of reversal.
Note6 Other operating income
| June 30, 2024 | June 30, 2025 | |
|---|---|---|
| S | S | |
| Grant income | ||
| Research income | ||
| Interest income | ||
| Others | ||
| Total |
All values are in US Dollars.
Note7 Other (gains)/losses including fair value changes on financial instruments - net
| June 30, 2024 | June 30, 2025 | ||
|---|---|---|---|
| S | S | ||
| Fair value (gain)/loss on warrant liabilities (Note 19) | ) | ||
| Loss on disposal of property plant and equipment | |||
| Written off of intangible asset | |||
| Net currency exchange (gains)/losses | ) | ||
| Total | ) |
All values are in US Dollars.
The Group measures the warrant liabilities at fair value using Black-Scholes option pricing model.
| 7 |
| --- |
Note8 Research expenses
| June 30, 2024 | June 30, 2025 | |
|---|---|---|
| S | S | |
| Employee benefits expense (Note 9) | ||
| Depreciation of property, plant and equipment | ||
| Amortization of intangible assets | ||
| Laboratory consumables | ||
| Facility-related expenses | ||
| Clinical trial expenses | ||
| Pre-clinical trial expenses | ||
| Professional expenses | ||
| Royalty & license expenses | ||
| Utilities | ||
| Other services and fees | ||
| Total |
All values are in US Dollars.
Research expenses include research personnel costs, depreciation of research equipment and laboratory consumables for research activities.
Note9 Employee benefits expenses
| June 30, 2024 | June 30, 2025 | |||
|---|---|---|---|---|
| S | S | |||
| Salaries and bonuses | ||||
| Directors’ fee | ||||
| Employer’s contribution to defined contribution plans | ||||
| Share-based payments (Note 22) | ||||
| Other short-term benefits | ||||
| Less: Classified as “Research expenses” (Note 8) | ) | ) | ||
| Total |
All values are in US Dollars.
Employee benefits are recognized as an expense, unless the cost qualifies to be capitalized as a development expenditure.
Note10 Finance expenses
| June 30, 2024 | June 30, 2025 | |
|---|---|---|
| S | S | |
| Bank borrowings | ||
| Lease liabilities | ||
| Total |
All values are in US Dollars.
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.
Note11 Other expenses
| June 30, 2024 | June 30, 2025 | |
|---|---|---|
| S | S | |
| Advertising | ||
| Annual listing fee | ||
| Company insurance | ||
| Cleaning fee | ||
| Entertainment | ||
| Delivery/freight charges | ||
| Information technology expenses | ||
| Investor relationship expenses | ||
| Professional fees | ||
| Property tax | ||
| Printing and stationery | ||
| Legal fees | ||
| Lease of low-value assets | ||
| Repairs and maintenance | ||
| Service fee | ||
| Share-based payment (Note 22) | ||
| Subscription fee | ||
| Transportation and travelling | ||
| Tools and supplies | ||
| Utilities | ||
| Others | ||
| Total |
All values are in US Dollars.
| 8 |
| --- |
Note12 Trade and other receivables
| December 31, 2024 | June 30, 2025 | |
|---|---|---|
| S | S | |
| Non-Current | ||
| Other receivable | ||
| Current | ||
| Trade receivables | ||
| Other receivables | ||
| Interest receivables | ||
| Sundry deposits | ||
| Prepaid consumables | ||
| Prepayments | ||
| Goods and service tax receivable | ||
| Total |
All values are in US Dollars.
The non-current other receivable 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, 2024: S$500,000) which bears interest rate of 5.0% (December 31, 2024: 5.0%) per annum to carry out an investigator initiated trial in People’s Republic of China. The remaining commitments and details of the said investigator initiated trial have been disclosed in the Note 24 to these unaudited interim condensed consolidated financial statements.
Note13 Cash and bank balances
For the purpose of the consolidated statements of cash flows, cash and cash equivalents comprise the following:
| December 31, 2024 | June 30, 2025 | ||
|---|---|---|---|
| S | S | ||
| Cash at banks and on hand | |||
| Short-term fixed deposits | |||
| Less: Fixed deposits with maturities over 3 months | ) | ||
| Cash and cash equivalents on Unaudited Interim Condensed Consolidated Statements of Cash Flows |
All values are in US Dollars.
As of June 30, 2025, fixed deposits are placed for varying periods of between 1 month and 6 months (December 31, 2024: 1 month and 12 months), carried interests between 3.05% and 4.34% (December 31, 2024: 2.73% and 5.32%) per annum.
| 9 |
| --- |
Note14 Property, plant and equipment
The Group acquired property, plant and equipment, excluding right-of-use assets, amounting to approximately S$347,797 as of June 30, 2025 (December 31, 2024: S$1,400,225) and there was negligible disposal of assets as of June 30, 2025 and no disposal December 31, 2024. The acquisition is mainly due to the purchase of equipment for cord blood banking business. As of June 30, 2025, bank borrowing is secured by a freehold land and a building of the Group with the carrying amount of S$927,160 (December 31, 2024: S$937,700).
Property, plant and equipment is tested for impairment when there is any objective evidence or indication that these assets may be impaired. Impairment exists when the carrying value of an asset or cash-generating-units (“CGU”) exceeds its recoverable amount. The recoverable amount of property, plant and equipment has been determined based on higher of the fair value less costs to sell or value-in use (“VIU”) calculations. If the carrying amount exceed the recoverable amount, an impairment is recognized to profit or loss for the differences.
Property, plant and equipment mainly consist of freehold land, building, and laboratory equipment. Management has assessed that there were no objective evidence or indication that the carrying amount of the Group’s property, plant and equipment may not be recoverable as at the end of reporting date. Accordingly, impairment assessment is not required.
Note15 Intangible assets
| December 31, 2024 | |||
|---|---|---|---|
| S | S$ | ||
| Goodwill | 355 | 355 | |
| Intellectual properties licenses | 7,276 | 1,605 | |
| Computer software licenses | 1,980 | 900 | |
| Acquired customer relationship | 51,122 | 48,279 | |
| Acquired private blood bank license | 32,317 | 21,417 | |
| Total | 93,050 | 72,556 |
All values are in US Dollars.
There is loss of S$5,350 arising from termination of license under Puricell Lab Pte. Ltd. for the six-months period ended June 30, 2025. The other movements are mainly due to amortization expenses.
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Note16 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 30,2025.
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.
Note17 Other long-term investment
Other long term investment represents investment in an unquoted equity instrument designated at fair value through other comprehensive income (“FVOCI”). The Group has elected to measure this investment unquoted security at FVOCI due to the Group’s intention to hold this unquoted equity instrument for long-term appreciation. As of June 30,2025, there is no significant fair value changes to other comprehensive income since the date of inception.
Note18 Trade and other payables
| December 31, 2024 | June 30, 2025 | |
|---|---|---|
| S | S | |
| Trade payables | ||
| Other payables - third parties | ||
| Accrued operating expenses | ||
| Deferred income | ||
| Total |
All values are in US Dollars.
Note19 Warrant liabilities
| Number of warrants | December 31, 2024 | June 30, 2025 | ||||
|---|---|---|---|---|---|---|
| S | S$ | |||||
| At beginning of financial year/period | 72,371 | 146,613 | 11,945 | |||
| Fair value changes to profit or loss | - | (138,292 | 76,323 | |||
| Currency realignment | - | 3,624 | - | |||
| At end of financial year/period | 72,371 | 11,945 | 88,268 |
All values are in US Dollars.
On April 13, 2023, the Company entered into underwriting agreements (the “Underwriting Agreements”) with various third parties as representative of the several underwriters (the “Representative”), relating to the Initial Public Offering (“Offering”) of 2,412,369 shares of the Company’s ordinary shares, with no par value, at an Offering price of U.S.$4.00 per share. Pursuant to the Underwriting Agreements, the Company agreed to issue the underwriters warrant (the “Representative’s Warrants”) to purchase an aggregate of 120,618 of the Company’s ordinary shares, which is equal to five percent (5%) of the shares sold in the Offering, excluding the over-allotment option, at an exercise price of U.S.$4.00, which is equal to 100% of the Offering price. The Representative’s Warrants can be exercised on a cashless basis by the holder into a variable number of shares based on the volume weighted average observable price of the Company’s ordinary shares at the time of exercise. The Representative’s Warrants may be exercised beginning on October 11, 2023 until April 14, 2028 and will expire in five (5) years from the date of the issuance.
The outstanding Representative’s Warrants are recognized as a warrant liability as of June 30, 2025 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.
The Representative’s Warrants are considered at Level 2 fair value hierarchy. The fair value of the warrants was determined by using Black-Scholes option pricing model using the key assumptions as follows:
| As at December 31, 2024 | |
|---|---|
| Expected volatility | 5.77 |
| Risk-free interest rate | 4.57 |
| Expected term (years) | 3 |
| Exercise price | U.S.4.00 |
| Spot price | U.S.3.40 |
| Fair value of warrant/unit | U.S.0.12 |
All values are in US Dollars.
| As at June 30, 2025 | |
|---|---|
| Expected volatility | 86.42 |
| Risk-free interest rate | 4.23 |
| Expected term (years) | 2.8 |
| Exercise price | U.S.4.00 |
| Spot price | U.S.2.25 |
| Fair value of warrant/unit | U.S.0.95 |
All values are in US Dollars.
Warrant reserve amounting to S$73,930 was capitalized after the shares were issued in the financial year ended December 31, 2024.
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Note20 Borrowings
| December 31, 2024 | June 30, 2025 | |
|---|---|---|
| S | S | |
| Borrowings | ||
| Current | ||
| Bank borrowings | ||
| Lease liabilities | ||
| Non-current | ||
| Bank borrowings | ||
| Lease liabilities | ||
| Total borrowings |
All values are in US Dollars.
Note21 Share capital
| Number of | ||||
|---|---|---|---|---|
| Ordinary shares | Amount | |||
| S$ | ||||
| June 30, 2025 | ||||
| Beginning/End of the financial period | 11,540,000 | 23,793,950 | ||
| December 31, 2024 | ||||
| Beginning of the financial year | 11,529,328 | 23,720,020 | ||
| Warrant exercised | 10,672 | 73,930 | ||
| End of the financial year | 11,540,000 | 23,793,950 |
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.
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Note22 Share-based payment reserve and payments
Share-based payment reserve
Share-based payment reserve arising from granting of ordinary shares to employees and services providers represents the difference between the market price and the settlement price on ordinary shares which were transferred from the Company, to employees and service providers of Group as a reward for their services with the Group.
Share-basedpayments
Share-based payments recognized to profit or loss during the period are as follows:
| June 30, 2024 | June 30, 2025 | |
|---|---|---|
| S | S | |
| Employee benefits expenses | ||
| Other expenses | ||
| Total |
All values are in US Dollars.
For equity-settled share-based payment transactions, the fair value of the services received is recognized as an expense with a corresponding increase in equity over the vesting period during which the employees and services providers become unconditionally entitled to the equity instrument. The fair value of the services received is determined by reference to the fair value of the equity instrument granted at the grant date. At each reporting date, the number of equity instruments that are expected to be vested are estimated. The impact on the revision of original estimates is recognized as an expense and as a corresponding adjustment to equity over the remaining vesting period, unless the revision to original estimates is due to market conditions. No adjustment is made if the revision or actual outcome differs from the original estimate due to market conditions. The Group recognizes the effect of modification that increase the total fair value of the share-based payment arrangement. The incremental fair value granted is included in the measurement of the amount recognized for services received over the period from modification date until the date when the modified equity-settled share-based payments transactions vest.
Note23 Segment information
Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed by the Chairman for the purpose of resource allocation and performance assessment. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
The Company operates in two business segments:
| 1. | The<br> business of innate immune cell-based immunotherapy, pluripotent stem cell-based therapy and undertaking the research and development<br> of immune cell and stem cell-based therapy. |
|---|---|
| 2. | The<br> business of collecting, harvesting, processing, cryopreserving and banking of cells including cord blood stem cells in general; and<br> to carry out research and development on cord blood derived cell-based therapy. |
| --- | --- |
Geographical segment
Non-current assets (excluding investment in associate) information based on the location of assets are as follows:
| December 31, 2024 | |||
|---|---|---|---|
| S | S$ | ||
| Malaysia | 2,764,642 | 3,016,378 | |
| Singapore | 581,454 | 547,192 | |
| People’s Republic of China | 500,000 | 500,000 | |
| 3,846,096 | 4,063,570 |
All values are in US Dollars.
Non-current assets information presented above consist of property, plant and equipment, intangible assets and other receivable as presented in the consolidated statement of financial position.
Business segment
| Jun 30,2024 | Jun 30,2024 | Jun 30,2024 | Jun 30,2025 | Jun 30,2025 | Jun 30,2025 | ||||
|---|---|---|---|---|---|---|---|---|---|
| S | S | S | S | S | S | ||||
| Immune cell | CBU service & | Immune cell | CBU service & | ||||||
| therapy | related therapy | Consolidated | therapy | related therapy | Consolidated | ||||
| Revenue | |||||||||
| Lab consumables and private-blood banking expenses | ) | ) | |||||||
| Operating results | ) | ) | ) | ||||||
| Non-current assets | |||||||||
| Total assets | |||||||||
| Non-current liabilities | |||||||||
| Total liabilities | |||||||||
| Equity |
All values are in US Dollars.
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Note24 Capital and other commitments
The following table summarizes the Group’s capital commitments as of June 30, 2025:
| 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)^ | |||||
| Loan commitment ^(2)^ |
All values are in US Dollars.
| (1) | Relating<br> to the minimum royalty payments under the licensing agreements. |
|---|---|
| (2) | Loan<br> to a third party at 5.0% interest per annum to set up our presence in China. |
Note25 Events occurring after balance sheet date
The Company has assessed all events which occurred from June 30, 2025, up through September 30, 2025, 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 July 1, 2025, the Company issued (i) 130,431 ordinary shares to professional service providers under the 2023 Equity Incentive Plan for approximately U.S.$309,121 and (ii) 63,281 ordinary shares to key management personnel of the Company for approximately U.S.$142,382. These newly issued shares rank pari passu in all respects with the previously issued shares.
On August 18, 2025, the Company entered into an ATM Sales Agreement (the “Sales Agreement”) with R.F. Lafferty & Co., Inc. (the “Sales Agent”), relating to the sale of our ordinary shares. In accordance with the terms of the Sales Agreement, we may offer and sell our ordinary shares from time to time up to an aggregate offering price of up to U.S.$4.30 million through or to the Sales Agent, acting as sales agent or principal. The Group continues to manage its liquidity risk by maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s business operations and development activities through continuing of funding and flexibility of the fund raising and use of borrowings, where appropriate.
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Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2024
The following discussion andanalysis of our financial condition and results of operations should be read in conjunction with the unaudited interim condensed consolidatedfinancial statements and the notes thereto, included as Exhibit 99.1 to this Report on Form 6-K. We also recommend that you read our discussionand analysis of financial condition and results of operations together with our audited financial statements and the notes thereto, whichappear in our Annual Report on Form 20-F for the year ended December 31, 2024 (the “Annual Report”), filed with the Securitiesand Exchange Commission (“SEC”) on April 22, 2025.
All translations from Singaporedollars to U.S. dollars and from U.S. dollars to Singapore dollars in this Report are made at a rate of S$1.2719 to U.S.$1.00, the exchangerate in effect as of June 30, 2025 as set forth in the H.10 statistical release of the U.S. Board of Governors of the Federal ReserveSystem.
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 clinical stage biopharmaceutical company focused on harnessing our proprietary technologies into creating novel cell-based immunotherapies for treatment of human cancers and degenerative diseases. 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 Phase 1 clinical 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. Since the commencement of recruitment in November 2024, we successfully completed dose level 1 in June 2025 and dose level 2 is currently ongoing. This represents our first Investigational New Drug (“IND”) trial.
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.
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 collaborating with The University of Texas M.D. Anderson Cancer Center on pre-clinical studies evaluating CTM-GDT for lymphoma and breast cancer. The pre-clinical study evaluating CTM-GDT for lymphoma has completed with promising potential and is pending publication in a peer-reviewed journal. 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.
Our fourth product candidate, CTM-MSC, has been developed with donor-sourced, allogeneic umbilical cord-derived mesenchymal stem cells (“UC-MSCs”) and exploits their potential as a potential treatment for tissue regeneration, inflammatory and regenerative diseases. On February 29, 2024, we entered into a research collaboration agreement with Sengkang General Hospital, a major public hospital in Singapore to advance injectable allogeneic umbilical cord derived MSC for cartilage injury. To-date, we are finalizing the dossier for a Phase I clinical trial using CTM-MSC to treat osteoarthritis and target for submission in second half of 2025.
In last quarter of 2024, the Company, through our Singapore subsidiary LongevityBank Pte Ltd (“LongevityBank”), had completed acquisition of certain assets of Cellsafe International Sdn Bhd (In Liquidation), a Malaysian cord blood bank, including (i) a private blood bank license for provision of umbilical cord blood stem cell banking business issued by Ministry of Health Malaysia, held under IPSC Depository Sdn Bhd (“IPSC Depository”) which is the direct subsidiary of LongevityBank, (ii) cryopreservation equipment with more than 12,000 cord blood units (“CBUs”) and (iii) two freehold real estate properties measuring a total of 189 square metres in area in which the cord blood stem cell banking facility is situated. . IPSC Depository’s technology and research focus on cord blood-derived therapeutics and immune cell-based therapies, including natural killer (NK) cells, with potential applications in auto-immune disease, anti-tumor and anti-aging treatments.
On August 18, 2025, we have entered into an At-the-Market (“ATM”) Sales Agreement (the “Sales Agreement”) with R.F. Lafferty & Co., Inc. (the “Sales Agent”), relating to the sale of our ordinary shares. In accordance with the terms of the Sales Agreement, we may offer and sell our ordinary shares from time to time up to an aggregate offering price of up to U.S.$4.30 million through or to the Sales Agent, acting as sales agent or principal.
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Financial Operations Overview
Revenue
Since our incorporation, we have not generated any revenue and do not expect to generate any revenue from regulator-approved cell therapy products and do not expect to generate revenue from the commercial sale of approved cell therapy product candidates 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.
For the six months ended June 30, 2025, we started generating revenue mainly from providing private blood banking services amounting to S$155,887 after acquiring the license and certain assets under IPSC Depository.
Other Operating Income
Other operating income primarily consists of research income, interest income and government grants.
Other operating income declined by S$35,984, from S$421,763 for the six months ended June 30, 2024, to S$385,779 for the six months ended June 30, 2025. This decrease was mainly driven by a reduction of S$104,746 in interest income from the placement of IPO proceeds in fixed deposits, partially offset by an increase of S$70,616 in research income.
Other Gains/(Losses) including fair value changeson financial instruments - net
The Group reported other gains of S$360,871 for the six months ended June 30, 2024, compared to other losses of S$272,848 for the corresponding period in 2025. The decrease was mainly due to the net loss in currency exchange of S$401,565 and a net loss of S$226,561 in fair value changes on warrant liabilities.
Research Expenses
Research expenses were S$974,402 and S$1,162,467 for the six months ended June 30, 2024 and 2025, respectively. The increase of S$188,065 was mainly due to increase in employee benefits of S$76,140, higher pre-clinical expenses of S$62,068, increase in clinical trial expenses of S$43,754 and increase in facility-related expenses of S$41,255. This is partially off-set by a reduction in depreciation expenses of S$35,909.
Employee Benefits Expenses
Employee benefits expenses increased by S$86,924 from S$299,167 for the six months ended June 30, 2024 to S$386,091 for the corresponding period in 2025. The increase was primarily attributable to the recognition of share-based compensation amounting to S$86,941.
Finance Expenses
Finance expenses remained stable, amounting to S$9,805 and S$10,310 for the six months ended June 30, 2024 and 2025, respectively.
Other Expenses
Other expenses were S$557,593 and S$831,898 for the six months ended June 30, 2024, and 2025, respectively. The increase of S$274,305 was mainly due to share-based payment of S$361,386, and higher investor relationship expenses of S$24,273, partially offset by a reduction of S$94,352 in company insurance expenses.
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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.
The Group recognized a share of profit from its associate amounting to S$15,940 for the six months ended June 30, 2024. In contrast, for the six months ended June 30, 2025, the associate recorded a loss, resulting in the Group’s share of loss of S$10,601.
Loss for the period
As a result of the foregoing, we had a net loss of S$1,088,543 for the six months ended June 30, 2024 compared to net loss of S$2,245,828 (equivalent to U.S.$1,765,727) for the six months ended June 30, 2025.
The loss for the period will be reduced to S$1.44 million (approximately to U.S.$1.13 million) if (i) share-based payment of S$448,327, (ii) net currency exchange losses of S$190,932, (iii) the fair value loss on warrant liabilities of S$76,323 and (iv) the costs associated with being a public listed company of S$87,958 are excluded.
Liquidity and Capital Resources
As of December 31, 2024 and June 30, 2025, we had cash and bank balances of S$4.97 million and S$2.85 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, ATM offering 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 year 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, 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.
During the six months ended June 30, 2025, net cash used in operating activities totaled S$1.6 million, mainly driven by a net loss of S$2.25 million, adjusted for non-cash items including depreciation and amortization of S$179,459, a share-based payments of S$448,327, interest income of S$85,794, S$10,601 in share of losses of associate, and a net working capital change of S$173,898.
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Investing Activities
Net cash used in investing activities during the six months ended June 30, 2024 was S$1.89 million, 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.
For the six months ended June 30, 2025, net cash used in investing activities was S$22,565, primarily driven by S$347,797 used in the purchase of plant and equipment, S$18,210 incurred in other long-term investment, partially offset by the withdrawal of S$273,320 from fixed deposits with maturities over 3 months and interest received of S$70,061.
Financing Activities
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.
During the six months ended June 30, 2025, net cash used in financing activities was S$34,870 mainly due to repayment of bank borrowings of S$18,694 and interest payment of S$10,310.
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, 2024 and June 30, 2025, we had cash and bank balances of S$4.97 million and S$2.85 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 July 1, 2025, the Company issued (i) 130,431 ordinary shares to professional service providers under the 2023 Equity Incentive Plan for approximately U.S.$309,121 and (ii) 63,281 ordinary shares to key management personnel of the Company for approximately U.S.$142,382. These newly issued shares rank pari passu in all respects with the previously issued shares.
On August 18, 2025, the Company entered into an ATM Sales Agreement (the “Sales Agreement”) with R.F. Lafferty & Co., Inc. (the “Sales Agent”), relating to the sale of our ordinary shares. In accordance with the terms of the Sales Agreement, we may offer and sell our ordinary shares from time to time up to an aggregate offering price of up to U.S.$4.30 million through or to the Sales Agent, acting as sales agent or principal.
In September, LongevityBank attracted new investors and discussion is ongoing to raise new capital for the banking business.
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