Cyclo Therapeutics, Inc. (NasdaqCM:CYTH) executed a letter of intent to acquire Applied Molecular Transport Inc. (NasdaqCM:AMTI) from a group of shareholders on August 15, 2023. Cyclo Therapeutics, Inc. entered into a definitive agreement to acquire Applied Molecular Transport Inc. from a group of shareholders for $11.9 million on September 21, 2023. As part of the letter of intent, AMTI would be entitled to propose two directors to the Cyclo Board upon the closing of the transaction. Under the terms of the agreement, Applied Molecular Transport ("AMT") stockholders will receive approximately 0.174 shares of Cyclo Therapeutics in exchange for each of their shares in AMT (subject to adjustment based on AMT?s net cash at closing). Following the closing of the merger, the combined company will operate under the name ?Cyclo Therapeutics, Inc.? and will continue trading on The Nasdaq Capital Market under the ticker symbol ?CYTH?. It is expected that Cyclo stockholders and certain other equity holders will own approximately 75% of the outstanding common stock of the combined company and AMTI stockholders and certain other equityholders will own approximately 25% of the outstanding common stock of the combined company. If the merger agreement is terminated under specified circumstances, AMT will be required to pay Cyclo a termination fee of $6 million or the reimbursement of expenses up to $0.4 million. If the Merger Agreement is terminated due to failure of Cyclo to obtain the vote of its stockholders to the share issuance, Cyclo will be required to reimburse AMT expenses of up to $0.45 million. Upon completion of the merger, AMTI?s common stock will cease to trade on The Nasdaq Capital Market. The combined company will be led by the existing Cyclo Therapeutics management team and will be headquartered in Gainesville, FL. Subsequent to the closing of the transaction, Shawn Cross, Chief Executive Officer and Board Chair of AMT will be appointed to the Cyclo Therapeutics Board of Directors.

The transaction is subject to approval by Cyclo Therapeutics? and AMT?s stockholders, the effectiveness of a registration statement on Form S-4 to register the shares of Cyclo Therapeutics common stock to be issued in connection with the transaction, approval for listing on the Nasdaq Capital Market of the shares of Cyclo Common Stock to be issued in connection with the Merger and any waiting period (and any extension thereof) applicable to the merger under applicable antitrust laws shall have been terminated or shall have expired. The merger has been approved by the board of directors of each company. The Cyclo Board unanimously recommends that the stockholders vote for the merger. On November 21, 2023, the Registration Statement was declared effective by the SEC. As of December 26, 2023, transaction is approved by the shareholders of Cyclo and Applied Molecular. The transaction is expected to close in the fourth quarter of 2023.

MTS Health Partners, L.P. is acting as financial advisor AMT while MTS Securities, LLC provided fairness opinion to AMT Board. Alison Newman of Fox Rothschild LLP is serving as legal advisor to Cyclo Therapeutics and Kenneth A. Clark, Christina L. Poulsen, Maya Skubatch, Miranda Biven, Myra A. Sutanto Shen, Scott T. McCall, Matthew (Matt) Staples, Eva F. Yin, Susan P. Reinstra, Martin R. Sul, Michael Coke, Robert T. Ishii, Jackie Hamilton of Wilson Sonsini Goodrich & Rosati, P.C. are serving as legal advisors to AMT. Fox Rothschild LLP and Wilson Sonsini Goodrich & Rosati, P.C also provided due diligence services. Equiniti Trust Company, LLC acted as transfer agent to AMT. VStock Transfer, LLC acted as transfer agent and exchange agent to Cyclo. Okapi Partners LLC acted as proxy solicitor to Cyclo for a fee of approximately $9,500, plus costs and expenses. As compensation for MTS and its affiliates? financial advisory services, AMT paid to MTS a nonrefundable retainer fee of $25,000 and paid an additional fee of $0.5 million for rendering the MTS opinion in connection with the AMT Board?s consideration of the proposed transaction with Cyclo, which fee was not contingent upon the successful completion of the merger. Upon the consummation of the Merger, AMTI will be obligated to pay to MTS a fee equal to approximately $2 million, with all fees previously paid by AMT pursuant to the Engagement Letter credited towards such amount, including the fee paid by AMTI upon delivery of the MTS opinion.

Cyclo Therapeutics, Inc. (NasdaqCM:CYTH) completed the acquisition of Applied Molecular Transport Inc. (NasdaqCM:AMTI) from a group of shareholders for $10.2 million on December 27, 2023. AMT stockholders will receive 0.1331 shares of Cyclo Therapeutics in exchange for each of their shares in AMT. As a result of the Merger, AMTI is now a wholly owned subsidiary of Cyclo. The combined company will now operate under the name ?Cyclo Therapeutics, Inc.? and will continue trading on The Nasdaq Capital Market under the ticker symbol ?CYTH?. In accordance with the Merger Agreement, the board of directors of Cyclo (the ?Board?) increased the size of the Board from nine members to ten members. On December 27, 2023, effective as of the Effective Time, Shawn Cross, a former director and former Chief Executive Officer of AMTI, was appointed to the Board to serve as a member of the Board, until his successor has been duly elected and qualified, or until his earlier resignation or removal.