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 2024-03-15

 --12-31FY2023

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark one)

 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For the fiscal year ended December 31, 2023

 Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For the period from ____________ to ___________

 Commission file number 0-25466

 CYCLO THERAPEUTICS, INC.

 (Exact name of registrant as specified in its charter)

 Nevada

 59-3029743

 (State or other jurisdiction of

 incorporation or organization)

 (IRS Employer

 Identification No.)

 6714 NW 16th Street, Suite B,

 Gainesville, Florida

 32653

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including area code: ( 386) 418-8060

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, par value $.0001 per share

 CYTH

 The Nasdaq Stock Market LLC

 Warrants to purchase Common Stock

 CYTHW

 The Nasdaq Stock Market LLC

 Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding twelve months (or for such shorter period that the registrant was required to submit and post such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 As of June 30, 2023, the aggregate market value of the registrant's Common Stock held by non-affiliates was $ 17,225,521 based on the closing price of the Common Stock on The Nasdaq Capital Market on such date.

 As of March 15, 2024, there were 28,715,740 shares of registrant's Common Stock outstanding.

 Auditor Name:

 Auditor Location:

 Auditor Firm ID:

 WithumSmith+Brown, PC

 East Brunswick, New Jersey

 EXPLANATORY NOTE

 The purpose of this Amendment No. 1 on Form 10-K/A (the "Amendment") is to amend and restate Part III, Item 14 of the previously filed Annual Report on Form 10-K of Cyclo Therapeutics, Inc. (the "Company") for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 18, 2024 (the "Original Form 10-K"), to include information previously omitted in reliance on General Instruction G to Form 10-K, which provides that registrants may incorporate by reference certain information from a definitive proxy statement prepared in connection with the election of directors. The Company has determined to include such Part III, Item 14 information by amendment of the Original Form 10-K rather than incorporation by reference to the proxy statement. Accordingly, Part III, Item 14 of the Original Form 10-K is hereby amended and restated as set forth below.

 This Amendment also includes the filing of new Exhibits 31.1 and 31.2. Except as described above, no other changes were made to the Original 10-K.

 Item 14. Principal Accountant Fees and Services.

 WithumSmith+Brown, PC served as our independent registered public accounting firm for the year ended December 31, 2023.

 The following table sets forth all fees accrued or paid to WithumSmith+Brown, PC for the years ended December 31, 2023 and 2022:

 Year Ended December 31,

 2023

 2022

 Audit Fees (1)

 $

 314,273

 $

 165,620

 Audit-Related Fees (2)

 $

 111,772

 $

 59,436

 Tax Fees

 -

 -

 All Other Fees

 -

 -

 Total

 $

 426,045

 $

 225,056

 (1)

 Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including audited consolidated financial statements presented in our Annual Report on Form 10-K and review of consolidated financial statements included in our Form 10-Qs or services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years.

 (2)

 Audit-Related Fees consist of assurance and related services rendered in connection with a Registration Statement on Form S-1 and the business combination and related Registration Statement on Form S-4 in fiscal year 2023 and our public offering transaction, and the related Registration Statement on Form S-3 in fiscal year 2022.

 Pre-approval Policy. Under our audit committee's policy governing our use of the services of our independent registered public accountants, the audit committee is required to pre-approve all audit and permitted non-audit services performed by our independent registered public accountants in order to ensure that the provision of such services does not impair the public accountants' independence. In the years ended December 31, 2023 and 2022, all fees identified above under the captions "Audit Fees," and "Audit-Related Fees" that were billed by WithumSmith+Brown, PC were approved by the audit committee in accordance with SEC requirements.

 In the year ended December 31, 2023, there were no other professional services provided by WithumSmith+Brown, PC, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of WithumSmith+Brown, PC.

 Item 15. Exhibits, Financial Statement Schedules.

 Exhibits

 31.1

 Rule 13a-14(a)/15d-14a(a) Certification of Principal Executive Officer*

 31.2

 Rule 13a-14(a)/15d-14a(a) Certification of Principal Financial Officer*

 *

 Filed herewith.

 SIGNATURES

 In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 CYCLO THERAPEUTICS, INC.

 By:

 /s/ N. Scott Fine

 N. SCOTT FINE

 Chief Executive Officer

 (principal executive officer)

 Date: April 29, 2024

 By:

 /s/ Joshua M. Fine

 JOSHUA M. FINE

 Chief Financial Officer

 (principal financial and accounting officer)

 Date: April 29, 2024