Applied Molecular Transport : Acquisition/Asset Disposal - Form 8-K

Item2.01.

Completion of Acquisition or Disposition of Assets.

On December 27, 2023, Applied Molecular Transport Inc., a Delaware corporation ("AMTI"), completed the previously announced strategic combination contemplated by that certain Agreement and Plan of Merger, dated as of September 21, 2023 (the "Merger Agreement"), by and among Cyclo Therapeutics, Inc., a Nevada corporation ("Cyclo"), Cameo Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Cyclo ("Merger Sub") and AMTI, providing for the merger of Merger Sub with and into AMTI, with AMTI surviving the merger as a wholly-owned subsidiary of Cyclo (the "Merger").

At the effective time of the Merger ("Effective Time"):

a)

Each share of common stock of AMTI ("AMTI Common Stock") that was issued and outstanding immediately prior to the Effective Time (other than (i) treasury shares, and (ii) any shares of AMTI Common Stock held directly by Cyclo or Merger Sub) was automatically converted into the right to receive a number of shares of common stock of Cyclo ("Cyclo Common Stock") equal to 0.1331 (the "Exchange Ratio"). No fractional shares of Cyclo Common Stock were issued in connection with the Merger and the number of shares of Cyclo Common Stock issued to the AMTI stockholders was rounded up to the nearest whole share.

b)

Each option to purchase shares of AMTI Common Stock (each, an "AMTI Option") that was outstanding immediately prior to the Effective Time and had an exercise price per share equal to or less than $0.40 was automatically assumed and converted as of the Effective Time into an option to acquire, on substantially similar terms and conditions as were applicable under such AMTI Option, the number of shares of Cyclo Common Stock determined by multiplying the number of shares of AMTI Common Stock subject to such AMTI Option immediately prior to the Effective Time by the Exchange Ratio (rounded down to the nearest whole share) with an exercise price per share equal to the exercise price per share of such AMTI Option immediately prior to the Effective Time, divided by the Exchange Ratio (rounded up to the nearest whole cent). Each AMTI Option that was outstanding immediately prior to the Effective Time and had an exercise price per share that is greater than $0.40 was automatically cancelled and extinguished for no consideration.

The foregoing description of the Merger Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 on the Current Report on Form 8-K filed by AMTI on September 21, 2023, and is incorporated herein by reference.