SEC Form 6-K filed by CytoMed Therapeutics Limited

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 month of July 2025.

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.

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): ☐

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): ☐

Annual Shareholders Meeting

On June 26, 2025, at 12:00 p.m. local time (12:00 a.m. EST on , June 26, 2025), CytoMed Therapeutics Limited (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”). Holders of zero ordinary shares of the Company were present in person and 7,624,197 ordinary shares of the Company were present by proxy at the annual meeting, representing approximately 66.06% of the total 11,540,000 outstanding ordinary shares and therefore constituting a quorum of at least two shareholders with ordinary shares outstanding and entitled to vote at the annual meeting as of the record date of June 23, 2025. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:

(a) Pursuant to Section 161 of the Singapore Companies Act 1967 (the “Singapore Companies Act”) the Directors be and are hereby authorized to issue such number of new ordinary shares in the capital of the Company as may be approved by the board of Directors (the “Board”), such shares to rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company in connection with the initial public offering of the Company at the price(s) to be determined by the Board and on such terms and conditions as the Board may at any time and from time to time think fit and allot the same to such members of the public and/or private places who shall have applied for the shares in connection with the admission of the Company to Nasdaq, as the Board may decide.

(b) Pursuant to Section 161 of the Companies Act 1967 and all applicable laws (including but not limited to the listing rules of Nasdaq (the “Nasdaq Listing Rules”)), the Directors be and are hereby authorized to: (a) (i) issue (in addition to the new ordinary shares referred to in paragraph (a) above) new ordinary shares whether by way of rights, bonus or otherwise; and/or (ii) make or grant offers, agreements or options (collectively “Instruments”) that might or would require new ordinary shares to be issued during the continuance of this authority or thereafter, including but not limited to the creation and issue of (as well as adjustments to) options, warrants, debentures or other instruments convertible into new ordinary shares, at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and (b) (notwithstanding this authorization conferred may have ceased to be in force) issue new ordinary shares in pursuance of any Instruments made or granted by the Directors while this authorization was in force, provided that:

(1) the aggregate number of new ordinary shares to be issued pursuant to such authority (including new ordinary shares to be issued in pursuance of the Instruments, made or granted pursuant to this authorization but excluding new ordinary shares which may be issued pursuant to any adjustments (“Adjustments”) effected under any relevant Instrument, which Adjustments shall be made in compliance with all applicable laws (including the Nasdaq Listing Rules) for the time being in force (unless such compliance has been waived by the Nasdaq) and the Constitution for the time being of the Company;

(2) in exercising such authority, the Company shall comply with all applicable laws, including the provisions of the Act, the Nasdaq Listing Rules for the time being in force (unless such compliance has been waived by the Nasdaq) and the Constitution for the time being of the Company; and

(3) unless revoked or varied by the Company in a general meeting by ordinary resolution, such authority shall continue in force until (i) the conclusion of the next annual general meeting of the Company or (ii) the date by which the next annual general meeting of the Company is required by law to be held, whichever is earlier.

All matters voted on at the Annual Meeting were approved as recommended by the Board of Directors of the Company. The number of votes cast with respect to each proposal, as applicable, is set forth below. The Company’s inspector of election reported the final vote of the stockholders as follows: 

PROPOSAL #001 RECEIVE AND ADOPT THE DIRECTORS STATEMENT

PROPOSAL #002 RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS

PROPOSAL #003 APPROVE THE RE-ELECTION OF DR. ZENG JIEMING

PROPOSAL #004 APPROVE THE RE-ELECTION OF MR. MARK LEONG KEI WEI

PROPOSAL #005 APPROVE THE RE-ELECTION OF PROF. LOH YUIN HAN

PROPOSAL #006 RATIFY THE APPOINTMENT OF WWC, P.C. AS INDEP. REG. PUB. ACCT.

PROPOSAL #007 RATIFY THE APPOINTMENT OF KE TRUST PAC AS INDEP. REG. PUB. ACCT.

PROPOSAL #008 APPROVE PAYMENT OF DIRECTORS FEES OF US$70,000

PROPOSAL #009 ADJOURN THE ANNUAL GENERAL MEETING TO A LATER DATE OR DATES

PROPOSAL #010 AUTHORIZE THE DIRECTORS TO ISSUE ORDINARY SHARES

PROPOSAL #011 REMOVE THE REQUIREMENT TO PUBLISH NOTICE OF GENERAL MEETINGS

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.