BGMS 10-Q
Bio Green Med Solution, Inc. (BGMS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________________ to __________________
Commission
file number
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Cyclacel Pharmaceuticals, Inc.
(Former name, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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.
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 12 months (or for such shorter period that the registrant
was required to submit such files).
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 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 ☐ | |
| Smaller
reporting filer | ||
| 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 11, 2025, there were shares of the registrant’s common stock outstanding.
Bio Green Med Solution, Inc.
TABLE OF CONTENTS
| 2 |
Recent Developments
In December 2024, Bio Green Med Solution, Inc., a Delaware corporation (“BGMS” or the “Company”) announced that it was in the process of exploring and reviewing strategic alternatives on an expedited basis in order to preserve the Company’s cash, including a potential transaction with investor, David E. Lazar of Activist Investing, LLC (“Lazar”). The Company’s Board of Directors (the “Board”) reviewed a range of appropriate strategies to realize value from its assets. The Board directed management to reduce operating costs, which included the liquidation of the Company’s wholly-owned United Kingdom subsidiary, Cyclacel Limited (“Subsidiary”), while such alternatives were being explored. On January 2, 2025, the Company entered into a securities purchase agreement with Lazar, pursuant to which he agreed to purchase from the Company, 1,000,000 shares of Series C Convertible Preferred Stock and 2,100,000 shares of Series D Convertible Preferred Stock of Cyclacel at a purchase price of $1.00 per share for aggregate gross proceeds of $3.1 million, subject to the terms and conditions of the securities purchase agreement (together, the Series C Convertible Preferred Stock and Series D Convertible Preferred Stock are the “Securities”). The proceeds of the transaction were used to settle outstanding liabilities of the Company and other general corporate and operating purposes.
On February 11, 2025, investor Lazar, who was serving as the Company’s interim Chief Executive Officer and Secretary, entered into a securities purchase agreement (the “Purchase Agreement”) with an investor, Datuk Dr. Doris Wong Sing Ee (the “Investor”) pursuant to which the Investor agreed to purchase all 1,000,000 shares of Series C Convertible Preferred Stock, and 1,745,262 of the 2,100,000 shares of Series D Convertible Preferred Stock, currently held by Lazar, so that Purchaser would hold seventy percent (70%) of the fully diluted issued and outstanding shares of the Company. The Purchase Agreement closed on February 26, 2025 (the “Closing Date”). Additionally, the Investor succeeded to all of Lazar’s rights and interests under that certain securities purchase agreement between the Lazar and the Company dated January 2, 2025.
The Securities were convertible into shares of the common stock, par value $0.001 per share (the “Common Stock”) of the Company at the election of the Investor as follows: (i) the 1,000,000 shares of the Series C were convertible into 11,041 shares of Common Stock, and (ii) 1,745,262 of the Series D were convertible into 799,911 shares of Common Stock. On the Closing Date, the Investor exercised the conversion rights related to the Series C and Series D shares into Common Stock in full resulting in the Investor owning 810,952 shares of Common Stock.
Historically, Cyclacel Limited has been a wholly owned subsidiary of the Company. The Company’s ongoing clinical research programs were conducted through Cyclacel Limited and all intellectual property and rights to those programs were owned by that entity. On January 31, 2025, the creditors voluntary liquidation of Cyclacel Limited was announced in the London Gazette, one of the official public records of the government of the United Kingdom. Upon the commencement of the liquidation of the Cyclacel Limited, the Company lost operational and strategic control over the Cyclacel Limited and the financial results of Cyclacel Limited have been deconsolidated from Company as of January 31, 2025. On the date of deconsolidation, stockholders’ equity increased by approximately $5.0 million.
Following the creditors’ voluntary liquidation of Cyclacel Limited, the Company decided to focus on the development of the plogosertib (“Plogo”) clinical program only. Accordingly, on March 10, 2025, the Company repurchased certain assets related to Plogo from Cyclacel Limited with the approval of the joint liquidator in exchange for approximately $0.3 million in cash. Fadraciclib, Cyclacel Limited’s other drug development program, is being marketed for sale by the joint liquidator. The Company has no plans at this time to repurchase any rights to or assets of the fadraciclib program. On October 6, 2025, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Tethra Biosciences Inc., a Delaware corporation (the “Buyer”). Under the terms of the Purchase Agreement, the Company agreed to sell, and the Buyer agreed to purchase, certain assets, including all patent rights of the Company related to Plogo for a purchase price of $300,000, plus a further potential Milestone payment (as defined in the Purchase Agreement) of $170,000.
On May 6, 2025, and as amended on July 7, 2025, the Company entered into an Exchange Agreement (collectively, the “Exchange Agreement”) with FITTERS Diversified Berhad (9318.KL; “FITTERS”), an investment holding company engaged, through its subsidiaries, in the business of the sale of fire safety materials, equipment and fire prevention systems, “Waste-To-Resource” services and real estate development and construction. Pursuant to the Exchange Agreement, all of the ordinary shares owned by FITTERS of its wholly-owned subsidiary, Fitters Sdn. Bhd., a Malaysia-based private limited company (“Fitters Sub”) were to be exchanged for common stock, par value $0.001, of the Company (the “Purchaser Stock”), and Fitters Sub would continue as a wholly-owned subsidiary of the Company (the “Transaction”). As part of the Transaction, BGMS would issue an amount of Purchaser Stock equal to 19.99% percent, or 699,158 of its common shares and BGMS stockholders would own approximately 80.01% of the combined company. Following the closing of the Transaction on September 12, 2025, the Company’s common shares continued to be listed on the Nasdaq Capital Market under a new ticker symbol (BGMS) and Cyclacel Pharmaceuticals Inc. was renamed Bio Green Med Solution, Inc.
On May 12, 2025, the Company effected a one-for-sixteen reverse stock split of its common stock and subsequently on July 7, 2025, effected a further one-for-fifteen reverse stock split of its common stock. All share and per share data for all periods presented in the consolidated financial statements have been retrospectively adjusted to give effect to these reverse stock splits, consistent with the treatment followed by other public companies in similar circumstances.
On June 5, 2025, the Company incorporated a new wholly owned subsidiary in the name of BIGM Capital SDN. BHD (“BIGM Capital”). BIGM Capital is incorporated as a private limited company and registered for business in Puchong, Selangor, in Malaysia. BIGM Capital has yet to commence trading or business operations.
| 3 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Bio Green Med Solution, Inc.
CONSOLIDATED BALANCE SHEETS
(In $000s, except share, per share, and liquidation preference amounts)
(Unaudited)
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Inventory | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use lease asset | ||||||||
| Goodwill | ||||||||
| Non-current deposits | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued and other current liabilities | ||||||||
| Total current liabilities | ||||||||
| Lease liability | ||||||||
| Other liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity (deficit): | ||||||||
| Preferred stock, $ par value; shares authorized at September 30, 2025 and December 31,
2024; | ||||||||
| Series A convertible preferred stock, $ par value; shares issued and outstanding at September 30, 2025 and December 31, 2024 | ||||||||
| Series B convertible preferred stock, $ par value; shares issued and outstanding at September 30, 2025 and shares issued and outstanding at December 31, 2024 | ||||||||
| Series C convertible preferred stock, $ par value; shares issued and outstanding at September 30, 2025 and shares issued and outstanding at December 31, 2024 | ||||||||
| Series D convertible preferred stock, $ par value; shares issued and outstanding at September 30, 2025 and shares issued and outstanding at December 31, 2024 | ||||||||
| Series E convertible preferred stock, $0.001 par value; 0 shares issued and outstanding at September 30, 2025 and 0 shares issued and outstanding at December 31, 2024 | ||||||||
| Series F convertible preferred stock, $ par value; shares issued and outstanding at September 30, 2025 and shares issued and outstanding at December 31, 2024 | ||||||||
| Common stock, $ par value; shares authorized at September 30, 2025 and shares authorized at December 31, 2024; shares issued and outstanding at September 30, 2025 and shares issued and outstanding at December 31, 2024 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ||||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-1 |
Bio Green Med Solution, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In $000s, except share and per share amounts)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues: | ||||||||||||||||
| Product revenue - fire safety | $ | $ | $ | $ | ||||||||||||
| Clinical trial supply | ||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Cost of sales | ||||||||||||||||
| Research and development | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expense: | ||||||||||||||||
| Foreign exchange gains (losses) | ( | ) | ( | ) | ||||||||||||
| Interest income (expense) | ( | ) | ||||||||||||||
| Gain on deconsolidation of subsidiary | ||||||||||||||||
| Other income, net | ||||||||||||||||
| Total other income, net | ||||||||||||||||
| Loss before taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax benefit (charge) | ( | ) | ||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Dividend on convertible exchangeable preferred shares | ( | ) | ( | ) | ||||||||||||
| Deemed dividend on warrant exchange | ( | ) | ( | ) | ||||||||||||
| Net loss applicable to common shareholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted earnings per common share: | ||||||||||||||||
| Net loss per share – basic and diluted (common shareholders) | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average common shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-2 |
Bio Green Med Solution, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In $000s)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Translation adjustment | ( | ) | ( | ) | ||||||||||||
| Unrealized foreign exchange gain (loss) on intercompany loans | ( | ) | ||||||||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
Bio Green Med Solution, Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(In $000s, except share amounts)
(Unaudited)
| Preferred Stock | Common Stock | Additional Paid-in | Other Comprehensive | Accumulated | Total
Stockholders’ Equity | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Loss | Deficit | (Deficit) | |||||||||||||||||||||||||
| Balances at December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Issue costs on issuance of common stock upon conversion of pre-funded warrants in underwritten offering | — | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Series B Preferred stock conversions | ( | ) | ||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||||||
| Unrealized foreign exchange on intercompany loans | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Translation adjustment | — | — | ||||||||||||||||||||||||||||||
| Loss for the period | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balances at March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Issue of common stock and pre-funded warrants in Securities Purchase Agreement In Private Placement, net of expenses | — | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||||||
| Unrealized foreign exchange on intercompany loans | — | — | ||||||||||||||||||||||||||||||
| Translation adjustment | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Loss for the period | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balances at June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Expenses related to Securities Purchase Agreement In Private Placement | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Exercise of pre-funded warrants | — | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||||||
| Unrealized foreign exchange on intercompany loans | — | — | ||||||||||||||||||||||||||||||
| Translation adjustment | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Loss for the period | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balances at September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Issue costs on issuance of common stock, preferred stock and associated warrants on underwritten offering, net of expenses | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Exercise of Pre-Funded Warrants | — | |||||||||||||||||||||||||||||||
| Issue of common stock on Securities Purchase Agreement | — | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||||||
| Issue of Series C preferred stock in Securities Purchase Agreement | — | |||||||||||||||||||||||||||||||
| Series C Preferred stock conversions | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Issue of Series D preferred stock in Securities Purchase Agreement | — | |||||||||||||||||||||||||||||||
| Series D Preferred stock conversions | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Issue of Series E preferred stock in Securities Purchase Agreement | — | |||||||||||||||||||||||||||||||
| Unrealized foreign exchange on intercompany loans | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Translation adjustment | — | — | ||||||||||||||||||||||||||||||
| Deconsolidation of wholly-owned foreign operation | — | — | ( | ) | ||||||||||||||||||||||||||||
| Loss for the period | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balances at March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Issue of common stock and pre-funded warrants in Securities Purchase Agreement In Private Placement, net of expenses | — | |||||||||||||||||||||||||||||||
| Issue costs on issuance of common stock, preferred stock and associated warrants on underwritten offering, net of expenses | — | — | ||||||||||||||||||||||||||||||
| Issue of Series F preferred stock in Securities Purchase Agreement | — | |||||||||||||||||||||||||||||||
| Series D Preferred stock conversions | ( | ) | ||||||||||||||||||||||||||||||
| Series E Preferred stock conversions | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Exercise of Warrants | — | |||||||||||||||||||||||||||||||
| Payment made under the Warrant Exchange Amendment | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||||||
| Preferred stock dividends | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Loss for the period | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Issue of common stock on share exchange agreement to purchase Fitters Sdn. Bhd | — | |||||||||||||||||||||||||||||||
| Series F Preferred stock conversions | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Warrant Exchange | — | ( | ) | |||||||||||||||||||||||||||||
| Stock Split Adj | — | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | ||||||||||||||||||||||||||||||
| Loss for the period | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
Bio Green Med Solution, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In $000s)
(Unaudited)
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Stock-based compensation | ||||||||
| Gain on deconsolidation of subsidiary | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Prepaid expenses and other assets | ||||||||
| Lease liability | ( | ) | ||||||
| Accounts payable, accrued and other current liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing activities: | ||||||||
| Net cash used in investing activities | ||||||||
| Financing activities: | ||||||||
| Proceeds, net of issuance costs, from issuing common stock and pre-funded warrants, net | ||||||||
| Payment of preferred stock dividend | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Non cash financing activities: | ||||||||
| Issuance of shares in acquisition of Fitters Sdn. Bhd. | $ | $ | ||||||
| Warrant Exchange | $ | $ | ||||||
| Cash received during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Research & development tax credits | $ | $ | ||||||
| Cash paid during the period for: | ||||||||
| Interest | ||||||||
| Taxes | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
Bio Green Med Solution, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Company Overview
Nature of Operations
Bio Green Med Solution, Inc. (the “Company” (formerly Cyclacel Pharmaceuticals, Inc.)) is a diversified company that was formerly engaged in the biopharmaceutical industry but as of September 2025 has shifted its operations to focus on provision of fire safety protection and distribution activities. Specifically, on September 12, 2025, the Company completed its acquisition of Fitters Sdn. Bhd., a Malaysia-based group specializing in fire protection products and services. Headquartered in Malaysia, the Company is now focused on advancing opportunities across these distinct sectors whilst maintaining its commitment to driving long-term value creation for shareholders.
On
January 24, 2025, the Company’s wholly owned United Kingdom subsidiary, Cyclacel Limited, entered into a creditors voluntary liquidation.
Upon the commencement of the liquidation of Cyclacel Limited, the Company lost operational and strategic control over Cyclacel Limited
and the financial results of Cyclacel Limited have been deconsolidated from the Company as of January 24, 2025. The deconsolidation of
the subsidiary resulted in a gain on deconsolidation of approximately $
Through September 30, 2025, substantially all efforts of the Company have been devoted to performing research and development, diversifying its business portfolio, developing and acquiring intellectual property, raising capital and recruiting and training personnel.
2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated balance sheet as of September 30, 2025, the consolidated statements of operations, comprehensive loss, and stockholders’ equity (deficit) for the nine months ended September 30, 2025 and 2024 and the consolidated statements of cash flows for nine months ended September 30, 2025 and 2024, and all related disclosures contained in the accompanying notes, are unaudited. The consolidated balance sheet as of December 31, 2024 is derived from the audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on April 2, 2025. The consolidated financial statements are presented on the basis of accounting principles that are generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for a complete set of financial statements.
In the opinion of management, all adjustments, which include only normal recurring adjustments necessary to present fairly the consolidated balance sheet as of September 30, 2025, and the results of operations, comprehensive loss, and changes in stockholders’ equity (deficit) for the nine months ended September 30, 2025, and cash flows for the nine months ended September 30, 2025, have been made. The interim results for nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other reporting period. The consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2024 that are included in the Company’s Annual Report on Form 10-K filed with the SEC on April 2, 2025.
The consolidated financial statements of operations, comprehensive loss, and stockholders’ equity (deficit) for the three and nine months ended September 30, 2025 and the consolidated statements of cash flows for the three and nine months ended September 30, 2025 include Fitters Sdn. Bhd. from the acquisition date of September 12, 2025 to the end of the reporting period of September 30, 2025.
| F-6 |
Reverse Stock Splits
On
May 12, 2025, the Company completed a
Going Concern
Pursuant to the requirements of Accounting Standard Codification (ASC) 205-40, Presentation of Financial Statements-Going Concern, management is required at each reporting period to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effects of its plans sufficiently alleviate the substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern for one year after the date that these financial statements are issued.
In performing its analysis, management excluded certain elements of its operating plan that cannot be considered probable. Under ASC 205-40, the future receipts of potential funding from future equity or debt issuances or by entering into partnership agreements cannot be considered probable at this time because these plans are not entirely within the Company’s control nor have they been approved by the Board of Directors as of the date of these consolidated financial statements.
Based
on the Company’s current operating plan, it is anticipated that cash and cash equivalents of $
On February 25, 2025, Nasdaq notified the Company that it has regained compliance with the equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”), as required by the Nasdaq Hearing Panel’s decision dated October 22, 2024. Following the Company’s regaining compliance with the Equity Rule, the Company will be subject to a Mandatory Panel Monitor for a period of one year from February 25, 2025 pursuant to Listing Rule 5815(d)(4)(B).
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business.
| F-7 |
Newly Adopted Accounting Pronouncements
On January 1, 2025, the Company adopted Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This standard requires all entities to include specified captions when reconciling the statutory income tax rate to the effective tax rate, on both a percentage and absolute dollar basis, in the annual financial statements. ASU 2023-09 also requires entities to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign for each annual reporting period, with separate disclosure of individual jurisdictions for which tax payments to, or receipts from, exceed a defined threshold. The Company does not anticipate the adoption of ASU 2023-09 will require significant adjustments to the presentation of that information in the Company’s annual financial statements.
Recently Issued Accounting Pronouncements
The FASB has issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. This standard will require all public entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. ASU 2024-03 will not change the way in which expenses are recognized or measured. However, the Company is currently evaluating the effects of ASU 2023-07 on its financial statement presentation and disclosures.
Fair Value of Financial Instruments
Financial instruments consist of cash equivalents, accounts payable and accrued liabilities. The carrying amounts of cash equivalents, accounts payable and accrued liabilities approximate their respective fair values due to the nature of the accounts and their short maturities.
Segments
The Company is managed and operated as one business which is currently focused on the sale and distribution of fire safety materials, equipment and fire prevention systems. The entire business is managed by a single management team that reports to the Chief Executive Officer. Similarly, the Company’s legacy operations within the biotechnology industry was also managed entirely by a single management team that reported into the Chief Executive Officer. The Company has not operated separate lines of business with respect to any of its operations and the Company did not prepare discrete financial information with respect to separate products or product candidates or by location through September 30, 2025. Accordingly, the Company views its current business as one reportable operating segment with operations in one geographic area, namely Malaysia.
Comprehensive Income (Loss)
All
components of comprehensive income (loss), including net income (loss), are reported in the financial statements in the period in
which they are recognized. Comprehensive income (loss) is defined as the change in equity during a period from transactions and
other events and circumstances from non-owner sources. Net income (loss) and other comprehensive income (loss), including foreign
currency translation adjustments, are reported, net of any related tax effect, to arrive at comprehensive income (loss).
Foreign Currency and Currency Translation
Transactions that are denominated in a foreign currency are remeasured into the functional currency at the current exchange rate on the date of the transaction. Any foreign currency-denominated monetary assets and liabilities are subsequently remeasured at current exchange rates, with gains or losses recognized as foreign exchange (losses) gains in the statement of operations. This accounting policy is also applied to foreign currency denominated intercompany payables or receivables for which settlement is planned or anticipated in the foreseeable future.
Through January 24, 2025, the assets and liabilities of the Company’s international subsidiary Cyclacel Limited were translated from its functional currency into United States dollars at exchange rates prevailing at the balance sheet date. Average rates of exchange during the period are used to translate the statement of operations, while historical rates of exchange are used to translate any equity transactions. Translation adjustments arising on consolidation due to differences between average rates and balance sheet rates, as well as unrealized foreign exchange gains or losses arising from translation of intercompany loans for which settlement is not planned or anticipated in the foreseeable future and that are of a long-term-investment nature, were recorded in other comprehensive loss.
| F-8 |
Leases
The Company accounts for lease contracts in accordance with ASC 842. As of September 30, 2025, the Company’s outstanding leases are classified as operating leases.
The Company recognizes an asset for the right to use an underlying leased asset for the lease term and records lease liabilities based on the present value of the Company’s obligation to make lease payments under the lease. As the Company’s leases do not indicate an implicit rate, the Company uses a best estimate of its incremental borrowing rate to discount the future lease payments. The Company estimates its incremental borrowing rate based on observable information about risk-free interest rates that are the same tenure as the lease term, adjusted for various factors, including the effects of assumed collateral, the nature of how the loan is repaid (e.g., amortizing versus bullet), and the Company’s credit risk.
The Company evaluates lessee-controlled options included in its lease agreements to extend or terminate the lease. The Company will reflect the effects of exercising those options in the lease term when it is reasonably certain that the Company will exercise that option. In assessing whether it is reasonably certain that the Company will exercise an option, the Company considers factors such as:
| ● | The lease payments due in any optional period; | |
| ● | Penalties for failure to exercise (or not exercise) the option; | |
| ● | Market factors, such as the availability of similar assets and current rental rates for such assets; | |
| ● | The nature of the underlying leased asset and its importance to the Company’s operations; and | |
| ● | The remaining useful lives of any related leasehold improvements. |
Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease payments, if any, are recognized in the period when the obligation to make those payments is incurred. Lease incentives received prior to lease commencement are recorded as a reduction in the right-of-use asset. Fixed lease incentives received after lease commencement reduce both the lease liability and the right-of-use asset.
The Company has elected an accounting policy to account for the lease and non-lease components as a single lease component.
Revenue Recognition
When the Company enters into contracts with customers, the Company recognizes revenue using the five step-model provided in ASC 606, Revenue from Contracts with Customers (“ASC 606”):
| (1) | identify the contract with a customer; | |
| (2) | identify the performance obligations in the contract; | |
| (3) | determine the transaction price; | |
| (4) | allocate the transaction price to the performance obligations in the contract; and | |
| (5) | recognize revenue when, or as, the Company satisfies a performance obligation. |
The transaction price includes fixed payments and an estimate of variable consideration. The Company determines the variable consideration to be included in the transaction price by estimating the most likely amount that will be received and then applies a constraint to reduce the consideration to the amount which is probable of being received. When applying the constraint, the Company considers:
| ● | Whether receipt of the variable consideration is highly susceptible to factors outside the entity’s influence; |
| F-9 |
| ● | Whether the uncertainty is not expected to be resolved for a long period of time; | |
| ● | Whether the Company can make reasonable predictions based on previous experience; and | |
| ● | The complexity and inherent uncertainty underlying the variable consideration. |
The transaction price is allocated to each performance obligation based on the relative selling price of each performance obligation. The best estimate of the selling price is determined after considering all reasonably available information, including market data and conditions, entity-specific factors such as the cost structure of the deliverable and internal profit and pricing objectives.
The revenue allocated to each performance obligation is recognized as or when the Company satisfies the performance obligation.
The Company recognizes a contract asset, when the value of satisfied (or part satisfied) performance obligations is in excess of the payment due to the Company, and deferred revenue when the amount of unconditional consideration is in excess of the value of satisfied (or part satisfied) performance obligations. Once the right to receive consideration is unconditional, that amount is presented as a receivable.
Grant revenue received from organizations that are not the Company’s customers, such as charitable foundations or government agencies, is presented as a reduction against the related research and development expenses.
3. Revenue
The
Company recognized $
The Company calculates net loss per common share in accordance with ASC 260 “Earnings Per Share” (“ASC 260”). Basic and diluted net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period.
| September 30, | September 30, | |||||||
| 2025 | 2024 | |||||||
| Stock options | ||||||||
| Restricted stock units | ||||||||
| Series A preferred stock | ||||||||
| Common stock warrants | ||||||||
| Total shares excluded from calculation | ||||||||
| F-10 |
5. Inventory
Inventory consisted of the following (in $000s):
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Raw materials | ||||||||
| Work in progress | ||||||||
| Finished goods | ||||||||
| Total inventory | $ | $ | ||||||
Inventory is recorded at the lower of cost or net realizable value, where cost is measured on a first-in, first-out basis.
6. Accounts receivables
Accounts receivables consisted of the following (in $000s):
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Accounts receivables | ||||||||
| Total accounts receivable | $ | $ | ||||||
Allowance
for doubtful debt, which stood at $
7. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in $000s):
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Prepayments | ||||||||
| Other current assets | ||||||||
| $ | $ | |||||||
Other
current assets includes a
8. Acquisition
On September 12, 2025, the Company completed the Transaction to acquire Fitters Sdn. Bhd. (“Fitters Sub”), a Malaysian private limited company and wholly-owned subsidiary of FITTERS Diversified Berhad, a Malaysian publicly listed company (“FITTERS”). Following the closing of the Transaction, Fitters Sub became a wholly-owned subsidiary of the Company, and accordingly, the Company recognized Goodwill on acquisition.
Goodwill primarily represents the value of assembled workforce and other intangible assets that cannot be individually identified and recognized as a separate intangible asset under U.S. generally accepted accounting principles and is fully deductible for tax purposes. Goodwill consisted of the following (in $000s):
| Balance at December 31, 2024 | $ | |||
| Goodwill on acquisition of Fitters Sdn. Bhd. | ||||
| Balance at September 30, 2025 | $ |
| F-11 |
| Preliminary allocation of purchase consideration | ||||
| Common Stock of CYCC Shares O/S as of September 11, 2025 | ||||
| of CYCC Shares issued as consideration | ||||
| Stock Price as of September 11, 2025 | $ | |||
| Cash consideration | $ | |||
| Total Estimated Purchase Consideration | $ | |||
| Cash and cash equivalents | ||||
| Inventories | ||||
| Accounts receivables | ||||
| Prepaid & other current assets | ||||
| Property, plant and equipment, net | ||||
| Trade payables | ( | ) | ||
| Accrued and other current liabilities | ||||
| Non-current liabilities - deferred tax | ( | ) | ||
| Goodwill | ||||
| Total Estimated Fair Value of Net Assets Acquired | $ | |||
The allocation of the purchase price of Fitters Sub is provisional as the Company is continuing to finalize the identification and measurement of acquired assets, including potential intangible assets. The Company expects to finalize the allocation of purchase price by the end of the calendar year.
Inventories, receivables, and other short-term assets and liabilities have been preliminarily valued at their historical carrying amounts, as the Company believes there are no material differences between those amounts and fair value. The Company similarly determined provisionally that fair value of the acquired property, plant, and equipment is materially the same as its historical carrying value as of the acquisition date.
The following unaudited pro forma information for the three and nine months ended September 30, 2025 and for the three and nine months ended September 30, 2024 gives effect to the Transaction as if it took place as of January 1, 2024, and combines the historical results of Fitters and the Company for each period. The pro forma results do not include any anticipated cost synergies or other effects of the combined Company. Accordingly, pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisitions been completed on the dates indicated, nor are they indicative of the Company’s future operating results.
UNAUDITED SUPPLEMENTAL PRO FORMA INFORMATION FOR REVENUE AND EARNINGS
| Three Months Ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Pro forma revenue | $ | $ | $ | $ | ||||||||||||
| Pro forma net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Pro forma net loss per share attributable to common shareholders | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
9. Non-Current Assets
The
Company had $ non-current assets as of September 30, 2025 and $
| F-12 |
10. Accrued and Other Liabilities
Accrued and other current liabilities consisted of the following (in $000s):
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Accrued research and development | $ | $ | ||||||
| Accrued legal and professional fees | ||||||||
| Other current liabilities | ||||||||
| $ | $ | |||||||
11. Leases
The Company currently has an operating lease liability relating to its facilities in Kuala Lumpur, Malaysia. The Company terminated its lease agreement for its previous headquarters in Berkely Heights, New Jersey, effective January 31, 2025. Following the acquisition of Fitters Sub on September 12, 2025, the Company has three additional facilities in Malaysia, all on short term lease agreements.
For
the nine months ended September 30, 2025, and 2024, the Company recognized operating lease expenses of $
Remaining lease payments for the facilities are as follows (in $000s):
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| Thereafter | ||||
| Total future minimum lease obligation | $ |
ASC 718 requires compensation expense associated with share-based awards to be recognized over the requisite service period which, for the Company, is the period between the grant date and the date the award vests or becomes exercisable. The Company recognizes all share-based awards under the straight-line attribution method, assuming that all granted awards will vest. Forfeitures are recognized in the periods when they occur.
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||
| Research and development | $ | |||||||||||||||
| Stock-based compensation costs | $ | $ | $ | $ | ||||||||||||
2018 Plan
In May 2018, the Company’s stockholders approved the 2018 Equity Incentive Plan (the “2018 Plan”), under which Cyclacel may make equity incentive grants to its officers, employees, directors and consultants. The 2018 Plan allows for various types of award grants, including stock options and restricted stock units.
| F-13 |
On February 6, 2025, the Company’s stockholders approved an amendment to the 2018 Plan to reserve an additional shares of Common Stock for issuance thereunder, which number would not be adjusted as a result of any current or future reverse stock split. On June 30, 2025, the Company’s stockholders approved another amendment to the 2018 Plan to reserve an additional shares of Common Stock for issuance thereunder. As of September 30, 2025, the Company has reserved approximately shares of the Company’s common stock under the 2018 Plan for future issuances.
Stock option awards granted under the Company’s equity incentive plans have a maximum life of years and generally . Certain awards, though, vest immediately upon grant, including those granted in 2025, as discussed in further detail below.
2020 Inducement Equity Incentive Plan
In October 2020, the Inducement Equity Incentive Plan (the “Inducement Plan”), became effective. Under the Inducement Plan, Cyclacel may make equity incentive grants to new senior level Employees (persons to whom the Company may issue securities without stockholder approval). The Inducement Plan allows for the issuance of up to shares of the Company’s common stock (or the equivalent of such number). As of September 30, 2025, shares under the Inducement Plan were in issue, resulting in a remaining reserve of shares.
Option Awards Granted Outside of the 2018 Plan and Inducement Plan
During February and March 2025, the Company issued stock option awards to employees and consultants outside of the 2018 Plan and the Inducement Plan. The shares underlying these options are not registered for resale. All of the options granted outside of the 2018 Plan and Inducement Plan vest immediately upon grant and can be exercised beginning three months from the recipient’s Termination Date through the expiry of the option awards, which is ten years from the grant date. The Termination Date is defined as the date on which an award recipient ceases to be an employee, director or consultant of the Company or of an Affiliate for any reason other than the death or disability, or termination of the recipient for cause.
Option Grants and Exercises
There were options granted during the nine months ended September 30, 2025. Of these awards, were issued under the 2018 Plan and the rest were issued outside of the 2018 Plan and the Inducement Plan. Options granted during the nine months ended September 30, 2025 had a grant date fair value ranging between $ and $ per option.
There were options granted under the 2018 Plan during the nine months ended September 30, 2024. These options had a grant date fair value of $ per option.
| Nine
months ended | Nine
months ended | |||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Expected term (years) | - | |||||||
| Risk free interest rate | % – | % | % | |||||
| Volatility | % – | % | % | |||||
| Expected dividend yield over expected term | % | % | ||||||
| Resulting weighted average grant date fair value | $ | $ | ||||||
There were stock options exercised during each of the nine months ended September 30, 2025 and 2024, respectively. The Company does not expect to be able to benefit from the deduction for stock option exercises that may occur because the Company has tax loss carryforwards from prior periods that would be expected to offset any potential taxable income.
| F-14 |
Outstanding Options
| Weighted | ||||||||||||||||
| Weighted | Average | |||||||||||||||
| Number of | Average | Remaining | Aggregate | |||||||||||||
| Options | Exercise Price | Contractual | Intrinsic | |||||||||||||
| Outstanding | Per Share | Term (Years) | Value ($000) | |||||||||||||
| Options outstanding at December 31, 2024 | $ | $ | ||||||||||||||
| Granted | $ | — | $ | — | ||||||||||||
| Exercised | $ | — | $ | — | ||||||||||||
| Cancelled/forfeited | ( | ) | $ | — | $ | — | ||||||||||
| Options outstanding at September 30, 2025 | $ | $ | ||||||||||||||
| Unvested at September 30, 2025 | $ | $ | — | |||||||||||||
| Vested and exercisable at September 30, 2025 | $ | $ | ||||||||||||||
Restricted Stock Units
restricted stock units were issued during the nine months ended September 30, 2025. The Company issued restricted stock units during the nine months ended September 30, 2024. These restricted stock units vested monthly over a six-month service period. These restricted stock units were valued at $ at the date of grant, which was equivalent to the market price of a share of the Company’s common stock on that date.
Seventy-one restricted stock units were issued in January 2023. These units vest on the third anniversary of their date of grant, or earlier if certain defined clinical trial related performance targets are met. A three-year vesting assumption was applied to these restricted stock units as satisfaction of the performance conditions is not probable at this time. Each restricted stock unit was valued at $ at the date of grant, which was equivalent to the market price of a share of the Company’s common stock on that date. As of September 30, 2025, all but of the original awards granted have been forfeited due to the recipient’s termination of service with the Company. In the nine months ended September 30, 2025, the Company reduced stock compensation cost, a component of selling general, and administrative expense, by approximately $ as a result of forfeitures of these awards during that period.
The July 2025 Reverse Stock Split resulted in the effective cancellation of certain previously issued and outstanding restricted stock units. In the quarter ended June 30, 2025, the Company accelerated the recognition of any remaining unrecognized compensation expense upon the impending cancellation of those awards. This resulted in an approximately $ charge during the nine months ended September 30, 2025.
| Weighted | ||||||||
| Restricted | Average | |||||||
| Stock Units | Grant Date | |||||||
| Outstanding | Value Per Share | |||||||
| Unvested at September 30, 2025 | $ | |||||||
| Vested at September 30, 2025 | $ | |||||||
| F-15 |
13. Stockholders’ Equity
Common Stock Equity Offerings
On
June 20, 2025, Bio Green Med Solution, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain accredited investors (the “Investors”), pursuant to which the Investors agreed to purchase an aggregate of shares of Series F Convertible Preferred Stock (the “Series F Preferred Stock”)
of the Company at a purchase price of $ per share for aggregate gross proceeds of $
In
sum, the Investors agreed to invest a total of $
Each
share of Series F Preferred Stock is convertible into shares of the Company’s common stock, par value $ per share (“Common
Stock”). In no event will the Series F Preferred Stock be convertible into Common Stock in a manner that would result in each Investor
or their transferees or their affiliates holding more than the lower of (i) the maximum percentage of the number of shares of Common
Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series F
Preferred Stock that can be issued to the holder without requiring a vote of the stockholders of the Company under the rules and regulations
of The Nasdaq Capital Market (“Nasdaq”); and (ii)
The
series A common stock purchase warrants entitle each Investor to purchase
Pursuant to the Purchase Agreement, the Company filed a certificate of designations (the “Series F Certificate of Designations”) with the Secretary of State of Delaware designating the rights, preferences and limitations of the shares of the Series F Preferred Stock on June 20, 2025. The Series F Certificate of Designations provides, in particular, that the Series F Preferred Stock will vote together with the Common Stock on an as-converted basis, subject to the Series F Ownership Limitation, subject further to adjustments for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions.
The holders of Series F Preferred Stock will be entitled to participate in any dividends made on shares of Common Stock (on an as-converted basis) if and when such dividends are declared. Upon any liquidation or sale of the Company or all or substantially all of its assets, the holders of the Series F Preferred Stock will be entitled to receive pari passu with the other holders of preferred stock, prior to and in preference to any distribution to holders of Common Stock, an amount equal to $ per share, the stated value of the Series F Preferred Stock, then held by them plus any accrued but unpaid dividends. Thereafter, the remaining assets of the Company will be distributed to the holders of Common Stock until such holders receive a return of their capital originally contributed, and thereafter, any remaining assets will be distributed to all holders of Common Stock and preferred stock pro rata based on the number of shares held on an as-converted basis.
| F-16 |
April 2024 Securities Purchase Agreement
On
April 30, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional
investor (the “Purchaser”) for the issuance and sale in a private placement (the “Private Placement”) of (i)
shares of the Company’s common stock, (ii) pre-funded warrants to purchase up to
The
Common Warrants are exercisable immediately upon issuance at an exercise price of $
In connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of April 30, 2024, with the Purchaser, pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the securities issued in the Private Placement.
The
Private Placement closed on May 2, 2024. The gross proceeds to the Company from the Private Placement were approximately $
H.C.
Wainwright & Co., LLC (“Wainwright”) acted as the Company’s exclusive placement agent in connection with the Private
Placement, pursuant to that certain engagement letter, dated as of April 29, 2024, between the Company and Wainwright (as amended, the
“Engagement Letter”). Pursuant to the Engagement Letter, the Company paid Wainwright (i) a cash fee equal to
In
connection with this transaction, the Company was required to compensate Roth Capital Partners, LLC, pursuant to a tail provision contained
in an engagement letter entered into on March 14, 2024, in an amount equal to
Each of the instruments issued in the Private Placement were classified and recorded as part of shareholders’ equity (deficit). The amounts allocated to each issued security were based on their relative fair values, resulting in initial carrying values of the respective instruments as follows:
| Allocated Amount | ||||
| Common shares | $ | |||
| Prefunded warrants | ||||
| Common warrants | ||||
| Net proceeds | $ | |||
The
aggregate fair value of the Placement Agent Warrants was $
| F-17 |
In determining the fair values of the Pre-Funded Warrants, Common Warrants, and Placement Agent Warrants, the Company used a Black-Scholes Option Pricing model with the following assumptions:
Pre-Funded Warrants | Common Warrants | Placement Agent Warrants | ||||||||||
| Expected volatility | % | % | % | |||||||||
| Contractual term | 1 ½ – 5 ½ years | 5 ½ years | ||||||||||
| Risk-free interest rate | % | % | % | |||||||||
| Expected dividend yield | % | % | % | |||||||||
The fair value of the common shares was determined using the closing price of the Company’s common stock as of May 2, 2024, which is the date that the Private Placement closed.
December 2023 Registered Direct Offering Securities Purchase Agreement
On
December 21, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain
institutional investors (“Purchasers”). Pursuant to the Securities Purchase Agreement, the Company agreed to sell in a registered
direct offering (“Registered Direct Offering”) shares (“Shares”) of the Company’s common stock, $
par value per share (“Common Stock”), and pre-funded warrants (“Pre-Funded Warrants”) to purchase up to
Pursuant
to the Securities Purchase Agreement, in a concurrent private placement (together with the Registered Direct Offering, the “Offerings”),
the Company also agreed to issue to the Purchasers unregistered warrants (“Common Warrants”) to purchase up to
On
December 21, 2023, in a separate concurrent insider private placement (the “Insider Private Placement”), the Company
also entered into a Securities Purchase Agreement with certain of its executive officers (the “Insider Securities Purchase
Agreement”) pursuant to which the Company agreed to sell in a private placement (i)
shares of Common Stock and warrants to purchase
Ladenburg Thalmann & Co. Inc. (the “Placement Agent”) acted as the exclusive placement agent for the Offerings, pursuant to a placement agency agreement (the “Placement Agency Agreement”), dated December 21, 2023, by and between the Company and the Placement Agent.
| F-18 |
Pursuant
to the Placement Agency Agreement, the Company paid the Placement Agent a cash placement fee equal to
Each of the instruments issued in the Offerings and the Insider Private Placement have been classified and recorded as part of shareholders’ equity (deficit). The amounts allocated to each issued security were based on their relative fair values, resulting in initial carrying values of the respective instruments as follows:
| Allocated Amount | ||||
| Common Shares | $ | |||
| Pre-Funded Warrants | $ | |||
| Regular Warrants | $ | |||
| Net Proceeds | $ | |||
The
aggregate fair value of the Placement Agent Warrants was $
In determining the fair values of the Pre-Funded Warrants, Regular Warrants, and Placement Agent Warrants, the Company used a Black-Scholes Option Pricing model with the following assumptions:
Pre-Funded Warrants | Regular Warrants | Placement Agent Warrants | ||||||||||
| Expected volatility | % | % | % | |||||||||
| Contractual/ expected term | ||||||||||||
| Risk-free interest rate | % | % | % | |||||||||
| Expected dividend yield | % | % | % | |||||||||
The fair value of the shares of common stock was determined using the closing price of the Company’s common stock as of December 26, 2023, which is the date that the Offerings and the Insider Private Placement closed.
Warrants
June 2025 Warrants
As
of September 30, 2025, warrants to purchase a total of
The
Series A common stock purchase warrants entitle each of the three Investors to purchase
| F-19 |
As
part of a warrant exchange agreement on September 4, 2025, a total of
There were
November 2024 Warrants (As Amended)
As
of September 30, 2025, warrants to purchase a total of
All
of the
April 2024 Warrants
As
of September 30, 2025, warrants to purchase a total of
A
total of
December 2023 Warrants
As
of September 30, 2025, warrants to purchase a total of
There
were
December 2020 Warrants
As
of September 30, 2025, warrants to purchase
| F-20 |
There
were
April 2020 Warrants
As
of September 30, 2025, there were
Preferred Stock
Series F Preferred Stock
A
total of shares of the Company’s Series F Preferred Stock were issued pursuant to a June 2025 Securities Purchase Agreement
with certain accredited investors. The Company received proceeds of $
Each
share of Series F Preferred Stock is convertible into shares of the Company’s common stock, par value $ per share (“Common
Stock”). In no event will the Series F Preferred Stock be convertible into Common Stock in a manner that would result in each Investor
or their transferees or their affiliates holding more than the lower of (i) the maximum percentage of the number of shares of Common
Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series F
Preferred Stock that can be issued to the holder without requiring a vote of the stockholders of the Company under the rules and regulations
of The Nasdaq Capital Market (“Nasdaq”); and (ii)
During the nine months ended September 30, 2025, all of the Series F preferred shares were converted into shares of Common Stock. As of September 30, 2025, there were no remaining shares of the Series F Preferred Stock outstanding.
Series E Preferred Stock
A
total of
shares of the Company’s Series E Preferred Stock were issued pursuant to a March 2025 Securities Purchase Agreement with
certain accredited investors (the “Investors”). The Company received proceeds of $
Each
share of Series E Preferred Stock is convertible into shares of the Company’s common stock, par value $ per share (“Common
Stock”). In no event will the Series E Preferred Stock be convertible into Common Stock in a manner that would result in each Investor
or their transferees or their affiliates holding more than the lower of (i) the maximum percentage of the number of shares of Common
Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series E
Preferred Stock that can be issued to the holder without requiring a vote of the stockholders of the Company under the rules and regulations
of The Nasdaq Capital Market (“Nasdaq”); and (ii)
Pursuant to the Purchase Agreement, the Company filed a certificate of designations (the “Series E Certificate of Designations”) with the Secretary of State of Delaware designating the rights, preferences and limitations of the shares of the Series E Preferred Stock on March 21, 2025. The Series E Certificate of Designations provides, in particular, that the Series E Preferred Stock will vote together with the Common Stock on an as-converted basis, subject to the Series E Ownership Limitation, subject further to adjustments for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions.
| F-21 |
During the nine months ended September 30, 2025, all of the Series E preferred shares were converted into shares of Common Stock. As of September 30, 2025, there were remaining shares of the Series E Preferred Stock outstanding.
Series C and Series D Preferred Stock
A
total of shares of the Company’s Series C Preferred Stock and shares of the Company’s Series D Preferred
Stock were issued pursuant to a January 2025 Securities Purchase Agreement with David E. Lazar, pursuant to which he agreed to purchase
from the Company shares of Series C Convertible Preferred Stock (the “Series C Preferred Stock”) and
shares of Series D Convertible Preferred Stock (the “Series D Preferred Stock” and, together with the Series C Preferred
Stock, the “Preferred Stock”) of the Company at a purchase price of $ per share for aggregate gross proceeds of $
Each
share of Series C Preferred Stock is convertible into shares of the Company’s common stock, par value $ per share
(“Common Stock”), and each share of Series D Preferred Stock is convertible into shares of Common Stock. In no event
will the Series C Preferred Stock be convertible into Common Stock in a manner that would result in Mr. Lazar or his transferees or their
affiliates holding more than the lower of (i) the maximum percentage of the number of shares of Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Preferred Stock that can be issued to the
holder without requiring a vote of the stockholders of the Company under the rules and regulations of The Nasdaq Stock Market (“Nasdaq”);
and (ii)
On February 24, 2025, all of the Series C preferred shares were converted in conjunction with the Purchase Agreement. As of September 30, 2025, there were no remaining shares of the Series C Preferred Stock outstanding.
On February 24, 2025, of the Series D preferred shares were converted in conjunction with the Purchase Agreement. On April 2, 2025, the remaining Series D preferred shares were converted in conjunction with the Purchase Agreement. As of September 30, 2025, there were remaining shares of the Series D Preferred Stock outstanding.
Series B Preferred Stock
A total of shares of the Company’s Series B Preferred Stock were issued pursuant to a December 2020 Securities Purchase Agreement. Each share of Series B Preferred Stock was initially convertible into one third (1/3) of a share of common stock (the “Conversion Shares”), subject to adjustment in accordance with the Certificate of Designation.
During the year ended December 31, 2024, shares of Series B Preferred Stock were converted, at the option of the holder, into shares of common stock. As of September 30, 2025, there were remaining shares of the Series B Preferred Stock outstanding.
Series A Preferred Stock
A
total of shares of the Company’s Series A Preferred Stock were issued in a July 2017 Underwritten Public Offering. Each share
of Series A Preferred Stock is convertible at any time at the option of the holder thereof, into a number of shares of common stock determined
by dividing $
| F-22 |
As of September 30, 2025 and December 31, 2024, shares of the Series A Preferred Stock remain issued and outstanding. The shares of Series A Preferred Stock issued and outstanding at September 30, 2025, are convertible into shares of common stock.
In the event of a liquidation, the holders of shares of the Series A Preferred Stock may participate on an as-converted-to-common-stock basis in any distribution of assets of the Company. The Company shall not pay any dividends on shares of common stock (other than dividends in the form of common stock) unless and until such time as dividends on each share of Series A Preferred Stock are paid on an as-converted basis. There is no restriction on the Company’s ability to repurchase shares of Series A Preferred Stock while there is an arrearage in the payment of dividends on such shares, and there are no sinking fund provisions applicable to Series A Preferred Stock.
Subject
to certain conditions, at any time following the issuance of the Series A Preferred Stock, the Company has the right to cause each holder
of the Series A Preferred Stock to convert all or part of such holder’s Series A Preferred Stock in the event that (i) the volume
weighted average price of our common stock for 30 consecutive trading days, or Measurement Period exceeds
The Series A Preferred Stock has no maturity date, will carry the same dividend rights as the common stock, and with certain exceptions contains no voting rights. In the event of any liquidation or dissolution of the Company, the Series A Preferred Stock ranks senior to the common stock in the distribution of assets, to the extent legally available for distribution.
6% Convertible Exchangeable Preferred Stock
As
of September 30, 2025, there were 135,273 shares of the Company’s
The
Company may automatically convert the
The
The
Company may, at its option, redeem the
The
14. Subsequent Events
Sale of Asset
On
October 6, 2025, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Tethra Biosciences
Inc., a Delaware corporation (the “Buyer”). Under the terms of the Purchase Agreement, the Company agreed to sell, and
the Buyer agreed to purchase, certain assets, including all patent rights (the “Assets”) of the Company related to
Plogosertib, a polo-like kinase 1 (PLK 1) inhibitor for treatment of advanced cancers and hematological malignancies
(“Plogo”), for a purchase price of $
Dividends on 6% Preferred Stock
On
October 7, 2025, the board of directors of the Company declared a quarterly cash dividend on the Company’s
Warrant Exchange Agreement
On November 5, 2025, the Company entered
into a Warrant Exchange Agreement (the “Exchange Agreement”) with certain accredited investors (the “Holders”)
of certain existing warrants (the “Exchanged Warrants”) to purchase an aggregate of
| F-23 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including, without limitation, Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains “forward-looking statements” within the meaning of Section 27A of the Securities Exchange Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend that the forward-looking statements be covered by the safe harbor for forward-looking statements in the Exchange Act. The forward-looking information is based on various factors and was derived using numerous assumptions. All statements, other than statements of historical fact, that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are usually accompanied by words such as “believe,” “anticipate,” “plan,” “seek,” “expect,” “intend” and similar expressions.
Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ materially from those anticipated in the forward looking statements due to a number of factors, including those set forth in Part I, Item 1A, entitled “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2024, as updated and supplemented by Part II, Item 1A, entitled “Risk Factors,” of our Quarterly Reports on Form 10-Q, and elsewhere in this report. These factors as well as other cautionary statements made in this Quarterly Report on Form 10-Q, should be read and understood as being applicable to all related forward-looking statements wherever they appear herein. The forward-looking statements contained in this Quarterly Report on Form 10-Q represent our judgment as of the date hereof. We encourage you to read those descriptions carefully. We caution you not to place undue reliance on the forward-looking statements contained in this report. These statements, like all statements in this report, speak only as of the date of this report (unless an earlier date is indicated) and we undertake no obligation to update or revise the statements except as required by law. Such forward-looking statements are not guarantees of future performance and actual results will likely differ, perhaps materially, from those suggested by such forward-looking statements. In this report, “BGMS,” the “Company,” “we,” “us,” and “our” refer to Bio Green Med Solution, Inc.
Overview
We are a diversified company that was formerly engaged in the biopharmaceutical industry but, as of September 2025, have pivoted our operations to focus on fire safety protection and distribution activities. Specifically, on September 12, 2025, we expanded our business portfolio through the integration of Fitters Sdn. Bhd., a Malaysia-based group specializing in fire protection products and services. Headquartered in Malaysia, Bio Green Med Solution, Inc. is focused on advancing opportunities across these distinct sectors while maintaining its commitment to driving long-term value creation for shareholders. We reported revenues of $81,000 for the nine months ended September 30, 2025 following the acquisition of Fitters. Following the full integration of Fitters Sdn. Bhd., as a wholly owned subsidiary, we anticipate seeing growth in revenues during the fourth quarter of this year.
On January 24, 2025, the Company’s wholly owned United Kingdom subsidiary, Cyclacel Limited, entered into a creditors voluntary liquidation. Upon the commencement of the liquidation of Cyclacel Limited, the Company lost operational and strategic control over Cyclacel Limited, and the financial results of Cyclacel Limited have been deconsolidated from Company as of January 24, 2025. The deconsolidation of the subsidiary resulted in a gain on deconsolidation of approximately $5.0 million shown as other income within the income statement for the period.
In early October 2025, as part of the Company’s efforts to reduce future operating costs, the Company decided to sell its bio-pharmaceutical asset plogosertib (“Plogo”) for $0.3 million, plus the potential for a further potential payment of $170,000 if certain development milestones are met.
The Company will continue to focus on its strategy to explore, identify and diversify its portfolio of business assets.
| 4 |
Going Concern
For the nine months ended September 30, 2025, we used net cash of $4.7 million to fund our operating activities. We have cash and cash equivalents of $3.8 million as of September 30, 2025, which will allow us to meet our liquidity requirements into the first quarter of 2026. However, there remains substantial doubt about our ability to continue as a going concern. We are currently investigating ways to raise additional capital through private equity financing or by entering into a strategic transaction. In the event that we are not able to secure funding, we may be forced to curtail operations, delay or stop ongoing development activities, cease operations altogether, and/or file for bankruptcy.
On February 25, 2025, Nasdaq notified us that we have regained compliance with the equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”), as required by the Nasdaq Hearing Panel’s decision dated October 22, 2024. Following our regaining compliance with the Equity Rule, pursuant to the Nasdaq notice on February 25, 2025, we will be subject to a Mandatory Panel Monitor for a period of one year until February 25, 2026 pursuant to Listing Rule 5815(d)(4)(B).
There is substantial doubt that we can continue as an on-going business for the next twelve months. This is because we have not generated any bio-pharmaceutical related revenues and no bio-pharmaceutical related revenues are anticipated for the foreseeable future. Although we expect our newly acquired subsidiary, Fitters Sdn. Bhd., to be profitable, it is yet to be determined if profits from this division can sustain the entire group. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our business plan.
As a result of the current economic environment, characterized by a global growth slowdown with risks tilted to the downside, and our lack of funding to implement our business plan, our Board of Directors has begun to analyze strategic alternatives available to the Company to continue as a going concern. Such alternatives include raising additional debt or equity financing or consummating a merger or acquisition with a partner that may involve a change in our business plan.
Although our Board of Directors’ preference would be to obtain additional funding to implement our business plan, the Board believes that it must consider all viable strategic alternatives that are in the best interests of our shareholders. Such strategic alternatives include a merger, acquisition, share exchange, asset purchase, or similar transaction. We believe we would be an attractive candidate for such a business combination due to the perceived benefits of being a publicly listed company, thereby providing a transaction partner access to the public marketplace to raise capital.
We plan to acquire complimentary industrial businesses and assets focusing on core manufacturers and suppliers of specific bulk commodity minerals and chemicals distributed to the global manufacturer industry. Our consolidation strategy is to assemble a portfolio of mature and value-add industrial commodities businesses to generate a large portfolio of products and services addressing a common and stable customer base. We believe that smaller, legacy-owned industrial companies will benefit from economies of scale and professional asset allocation. Our acquisition strategy seeks to capitalize on the price differential between public company and private company valuations, while also providing the platform to access capital markets and professional management oversight.
In many instances, it is anticipated that the historical operations of a specific venture may not necessarily be indicative of the potential for the future because of the necessity to substantially shift a marketing approach, expand operations, change product emphasis, change or substantially augment management, or make other changes. We will to some extent be dependent upon the management of a business opportunity to identify such problems and to implement or be primarily responsible for the implementation of required changes. We will not acquire or merge with any company for which audited financial statements could not be obtained. Nonetheless, it may be anticipated that any opportunity in which we determine to participate would present certain risks to our shareholders. Risks might include the track record of management’s effectiveness, failures to establish a consistent market for products or services, development stage, or to realize profits. Many more of these risks may not be adequately identified prior to the selection of a specific opportunity, and our shareholders must, therefore, depend on the ability of management to identify and evaluate such risks as such become evident.
| 5 |
We will not restrict our consideration to any particular business or industry segment, and might consider, among others, finance, brokerage, insurance, transportation, communications, research and development, biotechnology, service, natural resources, manufacturing, or technology. Management recognizes that the Company’s inadequate financial resources limit the scope and number of suitable business venture candidates that might otherwise be available. The decision to participate in a specific business opportunity will be made upon management’s analysis of the quality of the other firm’s management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological changes and numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria.
We will not be able to develop any identified business opportunities without additional financing. Our board of directors and management are actively pursuing financing to maintain operations while we evaluate potential businesses. To obtain such financing, we may become a party to a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another entity or may purchase the stock or assets of an existing business. In the event a merger or acquisition were to occur, our shareholders would in all likelihood hold a lesser percentage ownership interest in the Company following such merger or acquisition. The percentage ownership of existing shareholders may be subject to a significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant substantial dilutive effect on the percentage of shares held by the Company’s present shareholders.
Liquidity and Capital Resources
The following is a summary of our key liquidity measures as of September 30, 2025 and 2024 (in $000s):
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash and cash equivalents | $ | 3,838 | $ | 2,982 | ||||
| Working capital: | ||||||||
| Current assets | $ | 6,444 | $ | 4,913 | ||||
| Current liabilities | (1,002 | ) | (6,351 | ) | ||||
| Total working capital deficit | $ | 5,442 | $ | (1,438 | ) | |||
Since our inception, we have relied primarily on the proceeds from sales of common and preferred equity securities to finance our operations and internal growth. Additional funding has come through research and development tax credits, government grants, the sale of product rights, interest on investments and licensing revenue. We have incurred significant losses since our inception. As of September 30, 2025, we had an accumulated deficit of $444.3 million.
Cash Flows
Cash from operating, investing and financing activities for the nine months ended September 30, 2025 and 2024 is summarized as follows (in $000s):
Nine Months Ended September 30, |
||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (4,737 | ) | $ | (6,634 | ) | ||
| Net cash used in investing activities | — | — | ||||||
| Net cash provided by financing activities | 5,523 | 6,209 | ||||||
Operating activities
Net cash used in operating activities decreased by $1.9 million, from $6.6 million for the nine months ended September 30, 2024 to $4.7 million for the nine months ended September 30, 2025. The decrease in cash used by operating activities was primarily due to a decrease in net loss of $5.8 million, offset by changes in our working capital.
| 6 |
Investing activities
Net cash used by investing activities was $0 for each of the nine months ended September 30, 2025 and 2024.
Financing activities
Net cash provided by financing activities was $5.5 million for the nine months ended September 30, 2025 as a direct result of receiving approximately $6.6 million, net of expenses, from the issuance of preferred stock under Securities Purchase Agreements following a change of control of the Company. This was offset by a payment of $1.1 million under the November 2024 Warrant Exchange Agreement, as amended.
Net cash used in financing activities was $6.2 million for the nine months ended September 30, 2024 a direct result of receiving approximately $6.2 million, net of expenses, from the issuance of common stock and warrants under a Securities Purchase Agreement with an institutional investor.
Funding Requirements and Going Concern
We do not currently have sufficient funds to sustain our operations to one year after the date that the financial statements are issued. Current business and capital market risks could have a detrimental effect on the availability of sources of funding and our ability to access them in the future.
Until we can generate a sufficient amount of product revenue to finance our cash requirements, which we may never do, we expect to finance future cash needs primarily through public or private equity offerings, debt financings or strategic collaborations. Although we are not reliant on institutional credit finance and therefore not subject to debt covenant compliance requirements or potential withdrawal of credit by banks, we are reliant on the availability of funds and activity in equity markets. We do not know whether additional funding will be available on acceptable terms, or at all.
Since our inception, we have relied primarily on the proceeds from sales of common and preferred equity securities to finance our operations and internal growth. Additional funding has come through research and development tax credits, government grants, the sale of product rights, interest on investments, licensing revenue, royalty income, and a limited amount of product revenue from operations discontinued in September 2012.
As discussed in Note 2 of the Notes to the Consolidated Financial Statements accompanying this Quarterly Report on Form 10-Q, under ASC Topic 205-40, Presentation of Financial Statements - Going Concern, management is required at each reporting period to evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued.
Our history of losses, our negative cash flows from operations, our liquidity resources currently on hand, and our dependence on the ability to obtain additional financing to fund our operations after the current resources are exhausted, about which there can be no certainty, have resulted in our assessment that there is substantial doubt about our ability to continue as a going concern for a period of at least twelve months from the issuance date of this Quarterly Report on Form 10-Q. We are currently investigating ways to raise additional capital through private equity financing or by entering into a strategic transaction. In the event that we are not able to secure funding, we may be forced to curtail operations, delay or stop ongoing development activities, cease operations altogether, and/or file for bankruptcy. In such event, our stockholders may lose their entire investment in our company.
| 7 |
Results of Operations
Nine Months Ended September 30, 2025 and 2024
Revenues
We recognized $81,000 of revenue for the three and nine months ended September 30, 2025 and $10,000 and $43,000 of revenue for the three and nine months ended September 30, 2024, respectively. Revenue recognized in the current periods relate to product revenues from sales of fire safety equipment and services within the newly acquired Malaysian-based subsidiary Fitters Sdn. Bhd. Revenue recognized in the prior periods related to recovery of clinical manufacturing costs associated with an investigator sponsored study managed by Cedars-Sinai Medical Center.
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| September 30, | Difference | September 30, | Difference | |||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||
| Product sales – fire safety | $ | 81 | $ | — | $ | 81 | — | $ | 81 | $ | — | $ | 81 | — | ||||||||||||||||||
| Clinical trial supply | — | 10 | (10 | ) | (100 | ) | — | 43 | (43 | ) | (100 | ) | ||||||||||||||||||||
| Total revenue | $ | 81 | $ | 10 | $ | 71 | (100 | ) | $ | 81 | $ | 43 | $ | 38 | 88 | |||||||||||||||||
We do not expect to report revenue from research and development activities for the foreseeable future. However, following the full integration of Fitters Sdn. Bhd., as a wholly owned subsidiary, we anticipate seeing growth in revenues during the fourth quarter of this year.
Cost of sales
We recognized $64,000 cost of sales for the three and nine months ended September 30, 2025 and $0 for the three and nine months ended September 30, 2024. This cost of sales is related to product revenue generated by Fitters Sdn. Bhd., our newly acquired Malaysian based subsidiary specializing in fire safety products and services.
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| September 30, | Difference | September 30, | Difference | |||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||
| Total cost of sales | $ | 64 | $ | — | $ | 64 | 100 | $ | — | $ | — | $ | — | — | ||||||||||||||||||
We expect to report increased cost of sales expenditures during the fourth quarter of this year.
Research and Development Expenses
From our inception through early 2025, we focused on drug discovery and development programs, with a particular emphasis on orally available anticancer agents. Historically, our research and development expenses have represented costs incurred to discover and develop novel small molecule therapeutics.
The following table provides information with respect to our research and development expenditures for the three and nine months ended September 30, 2025 and 2024 (in $000s except percentages):
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| September 30, | Difference | September 30, | Difference | |||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||
| Transcriptional Regulation (fadraciclib) | $ | — | $ | 884 | $ | (884 | ) | (100 | ) | $ | 389 | $ | 4,128 | $ | (3,739 | ) | (91 | ) | ||||||||||||||
| Anti-mitotic (plogo) | — | 116 | (116 | ) | (100 | ) | 423 | 1,582 | (1,159 | ) | (73 | ) | ||||||||||||||||||||
| Other research and development expenses | 5 | (50 | ) | 55 | (110 | ) | 83 | 65 | 18 | 28 | ||||||||||||||||||||||
| Total research and development expenses | $ | 5 | $ | 950 | $ | (945 | ) | (99 | ) | $ | 895 | $ | 5,775 | $ | (4,880 | ) | (85 | ) | ||||||||||||||
Total research and development expenses represented under 12% and 57% of our operating expenses for the nine months ended September 30, 2025 and 2024, respectively.
| 8 |
Research and development expenses decreased by $4.9 million from $5.8 million for the nine months ended September 30, 2024 to $0.9 million for the nine months ended September 30, 2025. Expenditure for the transcriptional regulation program ceased as a result of the Company’s UK subsidiary, Cyclacel Limited, being liquidated on January 24, 2025. Research and development expenses relating to plogosertib decreased by $1.2 million relative to the respective comparative period while we paused our clinical trials and explored alternative salt, oral formulation with improved bioavailability.
The future
Following the liquidation of the Cyclacel Limited, and therefore the loss of ownership of our transcriptional regulation program, coupled with the sale of our remaining anti-mitotic asset, plogosertib in early October 2025, we do not expect to incur material research and development expenditures prospectively.
General and Administrative Expenses
General and administrative expenses include costs for administrative personnel, legal and other professional expenses and general corporate expenses. The following table summarizes the general and administrative expenses for the three and nine months ended September 30, 2025 and 2024 (in $000s except percentages):
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| September 30, | Difference | September 30, | Difference | |||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||
| Total general and administrative expenses | $ | 1,004 | $ | 1,237 | $ | (233 | ) | (19 | ) | $ | 6,467 | $ | 4,444 | $ | 2,023 | 46 | ||||||||||||||||
Total general and administrative expenses represented 87% and 43% of our operating expenses for the nine months ended September 30, 2025 and 2024, respectively.
General and administrative expenses increased by approximately $2.0 million from $4.4 million for the nine months ended September 30, 2024 to $6.5 million for the nine months ended September 30, 2025, due to several one-time costs associated with the two changes of control of the Company; primarily stock compensation expense of $1.3 million, D&O insurance costs of $0.7 million, and compensation expense of $0.3 million.
The future
We expect general and administrative expenditures for the year ended December 31, 2025 to be higher than our expenditures for the year ended December 31, 2024, due to the various one-time costs associated with the two changes of control of the Company during the first half of the current year. Furthermore, we anticipate our overall expenditures to increase modestly during the fourth quarter of this year following the full integration of Fitters Sdn. Bhd.
Other (expense) income, net
The following table summarizes other (expense) income, net for the three and nine months ended September 30, 2025 and 2024 (in $000 except percentages):
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| September 30, | Difference | September 30, | Difference | |||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||
| Foreign exchange losses | $ | (14 | ) | $ | 2 | $ | (16 | ) | (800 | ) | $ | (25 | ) | $ | 6 | $ | (31 | ) | (517 | ) | ||||||||||||
| Interest income | 9 | 8 | 1 | 13 | 17 | (18 | ) | 35 | (194 | ) | ||||||||||||||||||||||
| Gain on deconsolidation of subsidiary | — | — | — | — | 4,947 | — | 4,947 | — | ||||||||||||||||||||||||
| Other income, net | 9 | — | 9 | — | 21 | 52 | (31 | ) | (60 | ) | ||||||||||||||||||||||
| Total other income (expense), net | $ | 4 | 10 | $ | (6 | ) | (60 | ) | $ | 4,960 | 40 | $ | 4,920 | 12,300 | ||||||||||||||||||
| 9 |
Total other income increased by 4.9 million from $40,000 for the nine months ended September 30, 2024 to $5.0 million for the nine months ended September 30, 2025. The liquidation of our formerly wholly owned subsidiary and the subsequent deconsolidation thereof in January 2025 resulted in a $4.9 million gain on deconsolidation. Other income for the nine months ended September 30, 2025 relates to royalties receivable under a December 2005 Asset Purchase Agreement, or APA, whereby Xcyte Therapies, Inc., or Xcyte (a business acquired by us in March 2006) sold certain assets and intellectual property to ThermoFisher Scientific Company, or TSC (formerly Invitrogen Corporation) through the APA and other related agreements. The assets and technology were not part of our product development plan following the transaction between Xcyte and Cyclacel in March 2006. Accordingly, we presented $2,000 and $52,000 as other income arising from royalties from the APA during each of the nine months ended September 30, 2025 and 2024, respectively.
Foreign exchange gains (losses)
Foreign exchange losses increased by $31,000, from a gain of $6,000 for the nine months ended September 30, 2024, to a loss of $25,000 for the nine months ended September 30, 2025.
The future
Other income (expense), net for the year ended December 31, 2025, will continue to be impacted by changes in the receipt of income under the APA. As we are not in control of sales made by TSC, we are unable to estimate the level and timing of income under the APA, if any.
As a result of the liquidation of the UK subsidiary in January 2025, the intercompany loans have been forgiven. The accumulated translation adjustments previously recorded in other comprehensive income within equity have been reclassified from accumulated other comprehensive income and recorded as part of the gain/loss from deconsolidation of the subsidiary. Foreign exchange gains and losses relating to ordinary operating expenditure, which is expected to be settled in the foreseeable future, will be recognized within the statement of operations.
Income Tax Benefit
Credit is taken for research and development tax credits, which are claimed from the United Kingdom’s revenue and customs authority, or HMRC, in respect of qualifying research and development costs incurred.
The following table summarizes total income tax benefit for the three and nine months ended September 30, 2025 and 2024 (in $000s except percentages):
| Nine Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| September 30, | Difference | September 30, | Difference | |||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||
| Income tax benefit / (charge) | $ | — | $ | 210 | $ | (210 | ) | (100 | ) | $ | (2 | ) | $ | 1,976 | $ | (1,978 | ) | (100 | ) | |||||||||||||
| Total income tax benefit / (charge) | $ | — | $ | 210 | $ | (210 | ) | (100 | ) | $ | (2 | ) | $ | 1,976 | $ | (1,978 | ) | (100 | ) | |||||||||||||
The total income tax charge was $2,000 during the nine months ended September 30, 2025, compared to tax benefit of $2.0 million for the nine months ended September 30, 2024 which comprised of research and development tax credits recoverable, following the liquidation of the UK Subsidiary and the subsequent loss of eligibility for recoverable tax credits as a result thereof. The level of tax credits recoverable is linked directly to qualifying research and development expenditure incurred in any one year and the availability of trading losses.
The future
Following the liquidation of the UK Subsidiary, we are no longer eligible to receive United Kingdom research and development tax credits for the year ending December 31, 2025.
| 10 |
Critical Accounting Policies and Estimates
Our critical accounting policies are those policies which require the most significant judgments and estimates in the preparation of our consolidated financial statements. We evaluate our estimates, judgments, and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. A summary of our critical accounting policies is presented in Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2024 and Note 2 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. There have been no material changes to our critical accounting policies during the nine months ended September 30, 2025.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a smaller reporting company, we are not required to provide information in response to this item.
Item 4. Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness, as of September 30, 2025, of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Based upon such evaluation, our chief executive officer and principal financial and accounting officer have concluded that, as of September 30, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that the information we are required to disclose in our filings with the Securities and Exchange Commission, or SEC, under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our chief executive officer and principal financial and accounting officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
Following the acquisition of Fitters Sdn. Bhd. on September 12, 2025, there have been some changes in internal control over financial reporting. However, these changes have not materially affected our internal controls over financial reporting for the quarter ended September 30, 2025. As we progress with our integration of Fitters, we will continue to evaluate our internal controls processes to ascertain if any changes have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Inherent Limitation on the Effectiveness of Internal Controls
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute, assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot ensure that such improvements will be sufficient to provide us with effective internal control over financial reporting.
PART II. Other Information
Item 1. Legal Proceedings
On August 6, 2025, David Lazar, a minority shareholder, filed a complaint in the United States District Court Southern District of New York against Bio Green Med Solution, Inc. and Datuk Dr. Doris Wong Sing Ee, the Company’s Chief Executive Officer and majority shareholder. The complaint alleges three causes of action: (1) breach of fiduciary duty (against Company and Datuk Dr. Wong); (2) minority shareholder oppression (against Datuk Dr. Wong); and (3) breach of contract (against Datuk Dr. Wong). The complaint requested damages in the amount of $11,882,683.45 for the first and second causes of action, $629,501.36 for the third cause of action, pre-judgment and post-judgment interest, and attorneys’ fees. The Company believed the claims to be meritless and intended to vigorously defend the lawsuit. On August 22, 2025, Plaintiff voluntarily dismissed the complaint without prejudice which concluded this action.
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Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in the sections titled sections titled “Risk Factors Summary” and “Item 1A. Risk Factors” in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on April 2, 2025 (the “2024 Form 10-K”), which could materially affect our business, financial condition or future results. The risk factors disclosure in the 2024 Form 10-K is qualified by the information in this Quarterly Report on Form 10-Q. The risks described in the 2024 Form 10–K are not our only risks. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. The risk factors set forth below represent new risk factors or those containing changes to the similarly titled risk factor included in “Item 1.A Risk Factors” of the 2024 Form 10-K.
We issued a significant number of shares as consideration for the Transaction, which has diluted existing stockholders and may depress the market price of our common stock. On May 6, 2025, and as amended on July 7, 2025, the Company entered into an Exchange Agreement (collectively, the “Exchange Agreement”) with FITTERS Diversified Berhad (9318.KL; “FITTERS”), an investment holding company engaged, through its subsidiaries, in the business of the sale of fire safety materials, equipment and fire prevention systems, “Waste-To-Resource” services and real estate development and construction. On September 12, 2025, the Company completed the transaction contemplated by the Exchange Agreement and Fitters Sdn. Bhd., a Malaysia-based private limited company (“Fitters Sub”) became a wholly-owned subsidiary of the Company. As part of the Transaction, the Company issued shares of its common stock representing approximately 19.99% of our outstanding common stock immediately prior to closing to FITTERS. This issuance has diluted the ownership interests of our existing stockholders. The issuance has also increased the number of shares available for trading, which may create selling pressure and could depress the market price of our common stock.
The recipient of the newly issued shares now holds a significant minority position and may exert influence over matters requiring stockholder approval, which could conflict with the interests of our other stockholders. As a result of the Transaction consideration structure, FITTERS or its designees hold a significant minority stake in the Company. This level of ownership may allow such holder to influence the outcome of matters submitted to stockholders, including the election of directors and the approval of strategic transactions. The interests of this holder may diverge from, and may conflict with, the interests of our other stockholders, which could affect corporate governance, strategic direction and our ability to pursue certain transactions or financing alternatives.
We may not realize the anticipated benefits of the Transaction within the expected time frame, or at all. The success of the Transaction will depend, in part, on our ability to integrate Fitters Sub efficiently and effectively, retain key personnel, maintain relationships with customers and suppliers, and achieve the expected strategic, operational and financial synergies. The integration process may be complex, time-consuming and expensive, and may disrupt our existing business and Fitters Sub. We may experience challenges related to systems integration, process alignment, cultural differences, retention of employees, conflicting priorities, diversion of management attention and the coordination of geographically dispersed operations. If we are unable to successfully integrate Fitters Sub, or if Fitters Sub underperforms relative to our expectations, we may not realize the anticipated benefits of the Transaction, which could adversely affect our business, financial condition and results of operations.
The Transaction may expose us to unknown or contingent liabilities, which could adversely affect our business and financial condition. Fitters Sub may have liabilities that we failed to discover or were unable to quantify in our due diligence, including liabilities for tax, regulatory compliance, product warranties, intellectual property, environmental matters, cybersecurity and data privacy, employment and pension obligations, contract disputes and litigation. Unexpected liabilities could result in additional costs, increased reserves, reduced cash flows and harm to our reputation.
Purchase accounting and related fair value measurements may increase volatility in our reported results and could lead to significant non-cash charges, including potential goodwill impairment. We are required to apply the acquisition method of accounting under accounting principles generally accepted in the United States, or “U.S. GAAP” to the Transaction, which involves identifying and valuing acquired assets and assumed liabilities, including intangible assets, as of the closing date and during the measurement period. These valuations are complex and involve significant judgment and assumptions, including forecasted revenues, margins, customer attrition, discount rates and useful lives. Changes in estimates during the measurement period or thereafter could result in adjustments to the carrying values of assets and liabilities, amortization expense and contingent consideration remeasurement gains or losses, which may cause volatility in our reported results. If the performance of Fitters Sub or macroeconomic conditions deteriorate relative to our expectations, we may be required to record impairment charges to goodwill or other intangible assets, which could be material and adversely affect our results of operations.
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The Transaction may increase our exposure to regulatory, compliance, cybersecurity and data privacy risks, including in jurisdictions or industries where we have limited prior experience. Fitters Sub operates in different markets from the Company and may subject the Company to regulatory regimes, licensing requirements, industry standards and data protection obligations that differ from or are more stringent than those applicable to our pre-existing operations. Integrating compliance programs, controls and information security measures may be challenging and costly, and we may face increased scrutiny from regulators, auditors and customers. Any failure to comply with applicable laws and regulations, to remediate identified control deficiencies or to prevent security incidents or data breaches could result in fines, penalties, remediation costs, litigation, reputational damage and the loss of customers.
Integration of Fitters Sub increases the complexity of our internal controls over financial reporting; any failure to maintain effective controls could result in errors, misstatements or regulatory scrutiny. As we integrate Fitters Sub, we must design and implement internal controls, disclosure controls and procedures that are appropriate for the combined enterprise. This integration can be resource-intensive and may expose gaps or weaknesses in controls, particularly where Fitters Sub previously had different systems, processes or control environments. If we identify a material weakness or significant deficiency, or if we otherwise fail to maintain effective internal control over financial reporting, we could experience errors in financial reporting, restatements, delayed filings, increased audit and compliance costs, loss of investor confidence and a decline in our stock price.
The Transaction and associated equity issuance may limit our strategic flexibility and increase our financing risks. The consideration structure and integration commitments may restrict our ability to pursue other strategic transactions, share repurchases or capital allocation priorities. If the Transaction does not generate anticipated cash flows, we may need to obtain additional financing to support ongoing operations or integration efforts. Market conditions, our leverage profile, investor perceptions and any covenants in our credit facilities could limit our access to capital or increase our cost of capital. Any such limitations could constrain our growth initiatives and adversely affect our business.
Significant resales of our common stock by FITTERS or its affiliates, or the perception that such resales could occur, may adversely affect the market price of our common stock. Following the Transaction, FITTERS or its affiliates hold a substantial block of our common stock. If these stockholders sell a significant number of shares in a short period of time, or if the market perceives that such sales may occur upon expiration of any lock-up, leak-out or contractual restrictions, the market price of our common stock could decline. In addition, if we have agreed to provide registration rights to such holders, the filing of a resale registration statement could increase the likelihood of sales and create an overhang on our common stock.
We may face litigation, regulatory inquiries or disputes arising from the Transaction, which could be costly, time-consuming and disruptive. Stockholders, counterparties, employees, customers or other stakeholders may challenge aspects of the Transaction, including its terms, disclosures, integration processes or effects on stakeholders. We also may have disputes with the seller regarding purchase price adjustments, representations and warranties, indemnification obligations, earn-out calculations and other post-closing matters. Any litigation, arbitration or regulatory inquiry could result in significant costs, diversion of management attention, reputational harm, and, if resolved adversely, monetary damages or other remedies.
Adverse tax consequences resulting from the Transaction could increase our tax expense and reduce our cash flows. The tax treatment of the Transaction and related transactions is complex and depends on our and Fitters Sub’s facts and circumstances. We may incur unexpected tax liabilities, lose tax attributes, or face limitations on the use of net operating losses or credits. Changes in tax laws, regulations or interpretations, or in the jurisdictions in which we operate post-Acquisition, could further increase our tax expense. Any of these outcomes could adversely affect our net income and cash flows.
The combined company may be more exposed to macroeconomic, industry-specific and geographic risks than our legacy business. Fitters Sub operates in different markets from the Company and may subject the Company to different demand cycles, pricing dynamics, competitive pressures, supply chain constraints or geopolitical risks than the Company’s historical operations. As a result, the Company’s overall risk profile may change, and its results of operations may become more sensitive to factors beyond its prior experience, including fluctuations in input costs, customer concentration, regulatory changes, foreign exchange rates and geopolitical events.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
| Exhibit Number | Description | |
| 31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a) As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a) As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1* | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2* | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101 | The following materials from Bio Green Med Solution, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements. | |
| 104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline eXtensible Business Reporting Language (included with Exhibit 101). | |
| * | Filed herewith. | |
| # | Management contract or compensatory plans or agreements. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.
| BIO GREEN MED SOLUTION, INC. | ||
| Date: November 13, 2025 | By: | /s/ Datuk Dr. Doris Wong |
| Datuk Dr. Doris Wong | ||
| Chief Executive Officer and Executive Director | ||
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