Cyclo Therapeutics Announces Early Exercise of Warrants by Board Members, Management and a Significant Shareholder Resulting in Cash Proceeds of $2.4 Million

Issues New Warrants to this Investment Group for Possible Additional Funding of Up to $3.47 Million (if exercised)

GAINESVILLE, Fla., October 23, 2023--(BUSINESS WIRE)--Cyclo Therapeutics, Inc. (Nasdaq: CYTH) ("Cyclo Therapeutics" or the "Company"), a clinical stage biotechnology company dedicated to developing life-changing medicines through science and innovation for patients and families living with diseases, today announced that it had entered into a securities purchase agreement with certain accredited investors (the "Investors") to raise $2,359,584 in a private offering (the "Offering"). The Investors owned vested warrants to purchase an aggregate of 3,323,358 shares of the Company’s common stock at an exercise price of $0.71 per share (the "Original Warrants"), which they purchased in private offerings in April and May 2023. In the Offering, the Investors exercised their Original Warrants in full, in consideration of the receipt of new warrants ("New Warrants") with an exercise price equal to $0.95 per share, to purchase 110% of the number of shares of the Company’s common stock covered under the Original Warrants. The New Warrants will be exercisable for cash only and have a term of four years from the issuance date. The Investors include Rafael Holdings, Inc., a significant shareholder of the Company, several directors of the Company, Company management, and their affiliates.

N. Scott Fine, CEO of Cyclo Therapeutics, commented, "We continue to navigate through difficult market conditions with the best interest of our shareholders in the near and long term as a priority. We are incredibly grateful for the continued support and commitment to the future of Cyclo Therapeutics, and importantly the Niemann-Pick Disease Type C (‘NPC’) community, from Rafael Holding and other longtime shareholders as well as members of our management team and Board of Directors. The exercise of these warrants further extends our cash runway and provides us and our shareholders the confidence that we have the necessary resources to continue our mission and our work on continuing to advance our clinical trials of Trappsol^® Cyclo™, with the goal of providing much-needed hope for a beloved community in desperate need for a therapeutic solution."

William Conkling, Chief Executive Officer of Rafael, added, "As part of our ongoing support for development of Trappsol^® Cyclo™, and the NPC community we have determined to exercise our warrants to support the Phase III study of Trappsol^® Cyclo™. We believe the significant clinical progress and demonstrated operational execution by the Cyclo team has the potential to translate into significant value creation."

The Company intends on using the net proceeds from this Offering for general working capital purposes. In the aggregate, the Company issued to the Investors New Warrants to purchase a total of 3,655,694 shares of common stock in exchange for receipt of cash consideration of $2,359,584 from the exercise of the Original Warrants by the Investors.

The Offering was conducted pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended ("Securities Act"). Each Investor represented in writing that he, she, or it is an accredited investor and acquired the securities for his, her or its own account for investment purposes and any subsequent transfer or sales of these securities will be in accordance with the Securities Act or exempt from registration under the Securities Act. The New Warrants and the shares of the Company’s common stock issuable upon exercise of the New Warrants will be "restricted securities" under Rule 144 of the Securities Act, and certificates representing the foregoing will bear a Rule 144 restrictive legend.

About Cyclo Therapeutics

Cyclo Therapeutics, Inc. is a clinical-stage biotechnology company dedicated to developing life-changing medicines through science and innovation for patients and families living with disease. The Company’s Trappsol^® Cyclo™, an orphan drug designated product in the United States and Europe, is the subject of four formal clinical trials for Niemann-Pick Disease Type C, a rare and fatal genetic disease, (www.ClinicalTrials.gov NCT02939547, NCT02912793, NCT03893071 and NCT04860960). The Company is conducting a Phase 2b clinical trial using Trappsol^® Cyclo™ intravenously in early Alzheimer’s disease (NCT05607615) based on encouraging data from an Expanded Access program for Alzheimer’s disease (NCT03624842). Additional indications for the active ingredient in Trappsol^® Cyclo™ are in development. For additional information, visit the Company’s website: www.cyclotherapeutics.com.

Forward-Looking Statements

This press release contains forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 and other federal securities laws. These statements are often identified by the use of words such as "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "intend," "likely," "may," "might," "objective," "ongoing," "plan," "potential," "predict," "project," "should," "to be," "will," "would," "target," potential," "probable," "opportunity," "future," "promising," "likely" or the negative or plural of these words, or similar expressions or variations, although not all forward-looking statements contain these words. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur and actual results could differ materially from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in the section titled "Risk Factors" set forth in Cyclo Therapeutics’ Annual Report on Form 10-K for the year ended December 31, 2022, Cyclo’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, and Cyclo’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, each of which is on file with the Securities and Exchange Commission ("SEC"). Among other things, these risks include that there can be no guarantee that the Investors will exercise the New Warrants in full and that the Company will receive any proceeds from the exercise of the New Warrants.

These risks are not exhaustive. New risk factors emerge from time to time, and it is not possible for our respective management teams to predict all risk factors, nor can we assess the impact of all factors on our respective businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date hereof and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances.

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Contacts

Investor Contact:

JTC Team, LLC
Jenene Thomas
(833) 475-8247
CYTH@jtcir.com