Bio Green Med Solution, Inc 8-K, filed Feb 5, 2025
Bio Green Med Solution, Inc. (BGMS)
About this 8-K
Bio Green Med Solution, Inc filed this 8-K on February 5, 2025, reporting on events of January 31, 2025.
Items reported
- Item 8.01: Other events
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Item 8.01. Other Events.
On January 31, 2025, the creditors voluntary liquidation (“CVL”) of Cyclacel Limited (“Subsidiary”), the United Kingdom subsidiary of Cyclacel Pharmaceuticals, Inc. (“Company” or “Cyclacel”), was announced in the London Gazette, one of the official public records of the government of the United Kingdom. The board of directors of the Company determined that the Subsidiary should be placed into CVL and at a general meeting of the Subsidiary it was resolved that the Subsidiary be wound up voluntarily and joint liquidators appointed (James Hopkirk and Carrie James of Kreston Reeves LLP) to effect the liquidation of the Subsidiary. The CVL of the Subsidiary is consistent with the Company’s prior disclosures of exploring and reviewing strategic alternatives and reducing operating costs. The Company intends to purchase from the liquidators plogosertib, a Polo-like kinase inhibitor which has reached Phase 1 clinical studies. Cyclacel plans to continue to progress the plogosertib program with the development of a new, alternative salt, oral formulation with improved bioavailability. As part of the Company’s efforts to reduce operating costs it has determined to focus on the development of plogosertib only and therefore fadraciclib, the Subsidiary’s other drug development program, is being marketed for sale by the liquidators through Hilco Appraisals Limited, a firm of professional valuation agents and will no longer be part of the assets of the Company.
With the commencement of the liquidation of the Subsidiary, the Company will no longer be considered to have control over the Subsidiary and the financial results of the Subsidiary will be deconsolidated from those of the Company. The deconsolidation, which is anticipated to increase stockholders’ equity by approximately $5.6 million, will be reported in the Company’s Form 10-Q for the three months ended March 31, 2025.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. Such forward-looking statements include, among other things, statements related to the Company’s intention to purchase plogosertib. You are urged to consider statements that include the words “may,” “will,” “would,” “could,” “should,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plans,” “anticipates,” “intends,” “continues,” “forecast,” “designed,” “goal,” or the negative of those words or other comparable words to be uncertain and forward-looking. These risks and uncertainties include the risk that the Company may not be successful in acquiring plogosertib, and the other risks described more fully in Cyclacel Pharmaceuticals’ filings with the Commission, including the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ending December 31, 2023 and its other documents subsequently filed with or furnished to the Commission, including its Form 10-Q for the quarter ended September 30, 2024. For a further list and description of the risks and uncertainties the Company faces, please refer to our most recent Annual Report on Form 10-K and other periodic filings we file with the Commission that are available at www.sec.gov. Such forward-looking statements are current only as of the date they are made, and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
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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.
| Date: February 5, 2025 | Cyclacel Pharmaceuticals, Inc. | ||
| By: | /s/ David Lazar | ||
| Name: | David Lazar | ||
| Title: | Interim Chief Executive Officer | ||
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