XML 26 R15.htm IDEA: XBRL DOCUMENT v3.25.3
Acquisition
 9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisition

8. Acquisition

 

On September 12, 2025, the Company completed the Transaction to acquire Fitters Sdn. Bhd. (“Fitters Sub”), a Malaysian private limited company and wholly-owned subsidiary of FITTERS Diversified Berhad, a Malaysian publicly listed company (“FITTERS”). Following the closing of the Transaction, Fitters Sub became a wholly-owned subsidiary of the Company, and accordingly, the Company recognized Goodwill on acquisition.

 

Goodwill primarily represents the value of assembled workforce and other intangible assets that cannot be individually identified and recognized as a separate intangible asset under U.S. generally accepted accounting principles and is fully deductible for tax purposes. Goodwill consisted of the following (in $000s):

 

     
Balance at December 31, 2024  $— 
Goodwill on acquisition of Fitters Sdn. Bhd.   1,570 
Balance at September 30, 2025  $1,570 

 

 

Schedule of Preliminary Allocation of Purchase Consideration

   - 
Preliminary allocation of purchase consideration
     
Common Stock of CYCC Shares O/S as of September 11, 2025   2,798,379 
19.99% of CYCC Shares issued as consideration   699,158 
Stock Price as of September 11, 2025  $6.3650 
Cash consideration  $- 
Total Estimated Purchase Consideration  $4,450,138 
      
Cash and cash equivalents   784,090 
Inventories   1,284,447 
Accounts receivables   715,173 
Prepaid & other current assets   419,438 
Property, plant and equipment, net   129,423 
Trade payables   (416,470)
Accrued and other current liabilities   13,120 
Non-current liabilities - deferred tax   (48,739)
Goodwill   1,569,656 
      
Total Estimated Fair Value of Net Assets Acquired  $4,450,138 

 

The allocation of the purchase price of Fitters Sub is provisional as the Company is continuing to finalize the identification and measurement of acquired assets, including potential intangible assets. The Company expects to finalize the allocation of purchase price by the end of the calendar year.

 

Inventories, receivables, and other short-term assets and liabilities have been preliminarily valued at their historical carrying amounts, as the Company believes there are no material differences between those amounts and fair value. The Company similarly determined provisionally that fair value of the acquired property, plant, and equipment is materially the same as its historical carrying value as of the acquisition date.

 

The following unaudited pro forma information for the three and nine months ended September 30, 2025 and for the three and nine months ended September 30, 2024 gives effect to the Transaction as if it took place as of January 1, 2024, and combines the historical results of Fitters and the Company for each period. The pro forma results do not include any anticipated cost synergies or other effects of the combined Company. Accordingly, pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisitions been completed on the dates indicated, nor are they indicative of the Company’s future operating results.

 

UNAUDITED SUPPLEMENTAL PRO FORMA INFORMATION FOR REVENUE AND EARNINGS

 

             
   Three Months Ended September 30,   Nine months ended September 30, 
   2025   2024   2025   2024 
                 
Pro forma revenue  $534   $466   $1,413   $1,366 
Pro forma net loss  $(1,007)  $(1,934)  $(2,662)  $(8,214)
Pro forma net loss per share attributable to common shareholders  $(0.54)  $(43.28)  $(1.77)  $(493.42)