Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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CytoMed Therapeutics Ltd (Name of Issuer) |
Ordinary Shares, no par value per share (Title of Class of Securities) |
Y1R80M106 (CUSIP Number) |
12/16/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | Y1R80M106 |
| 1 | Names of Reporting Persons
mDR LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,307,933.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.33 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: This total is based on (i) 747,414 Ordinary Shares acquired by mDR Limited through subscription of the Issuer's Ordinary Shares between 2021 and 2022 for total consideration of approximately $1,185,449; (ii) 589,509 Ordinary Shares pursuant to the conversion in April 2023 of convertible loan (the "Convertible Loan") issued under the convertible loan agreement, dated December 10, 2019, by and between mDR Limited and CytoMed Therapeutics Pte. Ltd., as amended by supplemental agreements dated December 31, 2021, January 3, 2022 and January 3, 2023 (the "Convertible Loan Agreement"); and (iii) 28,990 Ordinary Shares sold between December 16, 2024 and January 6, 2025. The principal amount of the Convertible Loan was approximately $1,118,735.08 and the 589,509 Ordinary Shares were issued at approximately $1.89774 per share pursuant to the terms of the Convertible Loan. The foregoing consideration amount and price per share are based on an exchange rate of 1.3408 Singapore dollars to one United States dollar. Based on 11,540,000 of the Issuer's Ordinary Shares outstanding as of April 22, 2024, as disclosed on the Issuer's Annual Report on Form 20-F for the period ended December 31, 2023.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
CytoMed Therapeutics Ltd | |
| (b) | Address of issuer's principal executive offices:
#08-22 ONE COMMONWEALTH 1 COMMONWEALTH LANE U0 149544 | |
| Item 2. | ||
| (a) | Name of person filing:
mDR Limited (the "Reporting Person") | |
| (b) | Address or principal business office or, if none, residence:
53 Ubi Crescent, Singapore 408594 | |
| (c) | Citizenship:
Republic of Singapore | |
| (d) | Title of class of securities:
Ordinary Shares, no par value per share | |
| (e) | CUSIP No.:
Y1R80M106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
1,307,933 | |
| (b) | Percent of class:
11.33 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1,307,933 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1,307,933 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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