Bio Green Med expects cash into Q2 2027 amid doubt
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Bio Green Med Solution, Inc. (BGMS) reported $1.567 million in fire-safety revenue for the nine months ended September 30, 2026, versus $80,961 for the same period in 2025. It recorded a $1.051 million continuing-operations net loss and used $917,000 in operating cash. Cash was $3.454 million at September 30; management expected it to fund liquidity into the second quarter of 2027, but concluded substantial doubt remained about BGMS’s ability to continue as a going concern for at least 12 months after issuance, citing losses and dependence on additional financing.
Under BGMS’s proposed exchange with Future NRG Sdn. Bhd., FNRG’s shareholders would own more than 99% of the combined company after closing, while BGMS’s pre-exchange shareholders would own less than 1%. A shareholder meeting was scheduled for November 19, 2026, to seek approval. Either party may terminate if the exchange is not completed by December 31, 2026.
Nasdaq notified BGMS that its common stock did not meet the $1.00 minimum bid-price requirement. The common stock continues trading during the compliance period, which ends April 27, 2027.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate pointNine-month fire-safety revenue reached $1.567 million, versus $80,961 in 2025.
- Moderate pointNine-month operating cash use fell to $917,000 from $4.737 million.
Negative
- Major pointBGMS cited substantial doubt despite $3.454 million cash at September 30, 2026.
- Major point. Forward-looking: it has not happened yet and may not happen.FNRG closing would leave existing holders below 1%; sellers would own more than 99%.
- Moderate pointNasdaq compliance period runs through April 27, 2027 after a $1.00 bid-price deficiency.
- Minor pointGoodwill cushion was below $100,000 at September 30, 2026.
Filing Explained
BGMS has issued 1,103,338 shares; additional post-exchange financing authority still depends on the November 19 shareholder vote.
Form 10-Q is the company’s unaudited quarterly report. BGMS records its June 10 placement as issued: 1,103,338 common shares at
At
Key Figures
Key Terms
going concern financial
goodwill impairment test financial
reverse acquisition financial
performance obligations financial
liquidation preference financial
anti-dilutive financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did BGMS report for the first nine months of 2026?
How long did BGMS say its cash would last?
How can BGMS regain Nasdaq's minimum bid-price compliance?
What is BGMS asking shareholders to approve for the FNRG exchange?
Why did BGMS plan an interim goodwill impairment test?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 | ||
| The
|
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 company | ||
| Emerging
growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As
of November 11, 2026, there were
Bio Green Med Solution, Inc.
TABLE OF CONTENTS
| Page | ||
| PART I - FINANCIAL INFORMATION: | ||
| Item 1. | Financial Statements: | 5 |
| Balance Sheets as of September 30, 2026 and December 31, 2025 (unaudited) | 5 | |
| Statements of Operations for the three and nine months ended September 30, 2026 and 2025 (unaudited) | 6 | |
| Consolidated Statements of Comprehensive Loss | 7 | |
| Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2026 and 2025 (unaudited) | 8 | |
| Statements of Cash Flows for the nine months ended September 30, 2026 and the September 30, 2025 (unaudited) | 9 | |
| Notes to Financial Statements (Unaudited) | 10 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 28 |
| Item 4. | Controls and Procedures | 28 |
| PART II - OTHER INFORMATION: | ||
| Item 1. | Legal Proceedings | 29 |
| Item 1A. | Risk Factors | 29 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 29 |
| Item 3. | Defaults Upon Senior Securities | 29 |
| Item 4. | Mine Safety Disclosures | 29 |
| Item 5. | Other Information | 29 |
| Item 6. | Exhibits | 29 |
| SIGNATURE PAGE | 30 | |
| 2 |
Recent Developments
On June 4, 2026, Bio Green Med Solution, Inc., a Delaware corporation (“BGMS” or the “Company”), Future NRG Sdn. Bhd., a Malaysia private limited company (“FNRG”) and each of the shareholders of FNRG (the “Selling Shareholders”), entered into a Business Combination Agreement (the “BCA”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the BCA, the Selling Shareholders will voluntarily exchange all of their ordinary shares in FNRG for shares of common stock, par value $0.001 of the Company (the “Exchange Shares”), resulting in FNRG becoming a wholly owned subsidiary of the Company (the “Exchange”).
Subject to the terms and conditions of the BCA, at the closing of the Exchange, each then-outstanding ordinary share of FNRG will be converted into the right to receive a number of Exchange Shares calculated in accordance with the BCA. Under the exchange ratio formula in the BCA, upon the closing of the Exchange, on a pro forma basis and based upon the number of Exchange Shares to be issued in the Exchange, the Selling Shareholders will own approximately more than 99% of the combined company and pre-Exchange Company stockholders will own approximately less than 1% of the combined company.
The BCA contains certain termination rights of each of the Company and FNRG. In the event the Exchange is not closed by December 31, 2026, either party may terminate the BCA and the transactions contemplated thereunder.
Upon consummation of the Exchange, the Board is expected to consist of five members, four of whom will be designated by the Company and will include all of the current members except for Mr. Kiu Cu Seng. One Board member, Mr. Pun Kah Weng, will be designated by FNRG.
On June 10, 2026, the Company entered into a Securities Purchase Agreement with certain foreign accredited investors, pursuant to which the investors agreed to purchase from the Company an aggregate of 1,103,338 shares of Common Stock, par value $0.001 of the Company at a purchase price of $0.72 per share for aggregate gross proceeds of $794,403, subject to the terms and conditions of the agreement.
In December 2024, 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 “Purchaser”) pursuant to which the Purchaser 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 Purchaser succeeded to all of Lazar’s rights and interests under that certain securities purchase agreement between 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 Purchaser 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 Purchaser exercised the conversion rights related to the Series C and Series D shares into Common Stock in full resulting in the Purchaser owning 810,952 shares of Common Stock.
| 3 |
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 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. On the date of deconsolidation, stockholders’ equity increased by approximately $5.0 million.
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. On October 6, 2025, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Tethra Biosciences Inc., a Delaware corporation (the “Buyer”). Under the terms of the Asset 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 Asset Purchase Agreement) of $170,000. The Company has no plans at this time to repurchase any rights to or assets of the Fadraciclib program, Cyclacel Limited’s other drug development program.
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%, or 699,158, of its common shares. 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.
Further to Nasdaq notices received September 11, 2025 and March 12, 2026 in connection with the Company’s failure to satisfy a continued listing rule in relation to its 6% Convertible Exchangeable Preferred Stock (listed on The Nasdaq Capital Market under the symbol “BGMSP”), trading of the Preferred Stock was suspended at the opening of business on March 23, 2026, and a Form 25-NSE was filed with the Securities and Exchange Commission, which removed the Company’s securities from listing and registration on The Nasdaq Stock Market. The delisting does not affect the Company’s Common Stock (listed on The Nasdaq Capital Market under the symbol “BGMS”).
| 4 |
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, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable (net of allowances of $ | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use lease asset | ||||||||
| Goodwill | ||||||||
| Non-current assets | ||||||||
| 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): | ||||||||
| — | — | |||||||
| Series A convertible preferred stock, $ | — | — | ||||||
| Preferred stock value | — | — | ||||||
| Common stock, $ | ||||||||
| 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.
| 5 |
Bio Green Med Solution, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In $000s, except share and per share amounts)
(Unaudited)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues: | ||||||||||||||||
| Product revenue - fire safety | $ | $ | $ | $ | ||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Cost of sales | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expense: | ||||||||||||||||
| Foreign exchange gains (losses) | ( | ) | ( | ) | ( | ) | ||||||||||
| Interest income | ||||||||||||||||
| Other income, net | ||||||||||||||||
| Total other income, net | ||||||||||||||||
| Loss from continuing operations before taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax provision | ( | ) | — | ( | ) | ( | ) | |||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Discontinued operations: | ||||||||||||||||
| Operating losses from discontinued operations | — | ( | ) | — | ( | ) | ||||||||||
| Gain on deconsolidation of subsidiary | — | — | — | |||||||||||||
| Net income (loss) from discontinued operations | $ | — | $ | ( | ) | — | ||||||||||
| 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 – continuing operations - basic and diluted (common shareholders) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share, discontinued operations – basic and diluted (common shareholders) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| 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.
| 6 |
Bio Green Med Solution, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In $000s)
(Unaudited)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| 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.
| 7 |
Bio Green Med Solution, Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(In $000s, except share amounts)
(Unaudited)
| Shares | Amount | Shares | Amount | Capital | Loss | Deficit | (Deficit) | |||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ Equity | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Loss | Deficit | (Deficit) | |||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | — | $ | — | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| 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 | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Adjustment to 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 | — | — | — | ( | ) | — | — | ( | ) | |||||||||||||||||||||||
| 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 adjustment for fractional shares | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Loss for the period | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balances at September 30, 2025 | $ | — | $ | $ | $ | — | $ | ( | ) | $ | ||||||||||||||||||||||
| Balances at December 31, 2025 | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||
| Issue of common stock on warrant exchange agreement | — | — | — | — | — | |||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Preferred stock dividends | — | — | — | — | ( | ) | — | — | ( | ) | ||||||||||||||||||||||
| Translation adjustment | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Loss for the period | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balances at March 31, 2026 | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||
| Issue of common stock in Securities Purchase Agreement In Private Placement, net of expenses | — | — | — | — | ||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Preferred stock dividends | — | — | — | — | ( | ) | — | — | ( | ) | ||||||||||||||||||||||
| Translation adjustment | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Loss for the period | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balances at June 30, 2026 | $ | — | $ | $ | $ | — | $ | ( | ) | $ | ||||||||||||||||||||||
| Preferred stock dividends | — | — | — | — | ( | ) | — | — | ( | ) | ||||||||||||||||||||||
| Translation adjustment | — | — | — | — | — | ( | ) | — | ( | ) | ||||||||||||||||||||||
| Loss for the period | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balances at September 30, 2026 | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 8 |
Bio Green Med Solution, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In $000s)
(Unaudited)
| 2026 | 2025 | |||||||
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2026 | 2025 | |||||||
| 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 lease liability | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Prepaid expenses and other assets | ( | ) | ||||||
| Accounts payable, accrued and other current liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing activities: | ||||||||
| Purchase of property, plant and equipment | ( | ) | — | |||||
| 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 (decrease) increase 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 | $ | $ | ||||||
| Cash paid during the period for: | ||||||||
| Interest | — | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 9 |
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 company specializing in fire protection products and services. Since that time, substantially all efforts of the Company have been focused on the supply and trading of protective and fire safety equipment providing a wide range of fire safety products, including fire extinguishers, foam systems, fire-resistant doors, personal protective equipment, and fire safety apparel. The Company’s mission is to deliver high-quality, certified safety solutions that enhance protection across commercial, industrial, healthcare, and residential sectors with a focus on trading and distribution to position us as a key player in Malaysia’s fire safety market, with a reputation for reliability and compliance with stringent regulatory standards.
On
January 24, 2025, the Company’s previously 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 $
2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated balance sheet as of September 30, 2026, the consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2026, and 2025, and the consolidated statements of stockholders’ equity and cash flows for nine months ended September 30, 2026, and 2025, and all related disclosures contained in the accompanying notes, are unaudited. The consolidated balance sheet as of December 31, 2025 is derived from the audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026. 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, 2026, the results of operations and comprehensive loss for the three and nine months ended September 30, 2026, and changes in stockholders’ equity and cash flows for the nine months ended September 30, 2026, have been made. The interim results for nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 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, 2025, that are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2026.
The consolidated financial statements of operations, comprehensive loss, and stockholders’ equity for the nine months ended September 30, 2026 include Fitters Sdn. Bhd. In 2025, the results of Fitters Sdn. Bhd are only reflected from the September 12, 2025 date of acquisition.
| 10 |
Reverse Stock Splits
On
May 12, 2025, the Company completed a
Going Concern
Pursuant to the requirements of Accounting Standards 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 $
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.
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.
| 11 |
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. The Company is currently evaluating the effects of ASU 2024-03 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
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.
| 12 |
Following the acquisition of Fitters Sdn. Bhd, the assets and liabilities this subsidiary have been 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 were recorded in other comprehensive loss.
Leases
The Company accounts for lease contracts in accordance with ASC 842. As of September 30, 2026, 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.
Discontinued Operations
Operating losses for the three and nine months ended September 30, 2025 from discontinued operations related wholly to research and development expenditures incurred through the date the Company lost control over its previously wholly-owned United Kingdom subsidiary, Cyclacel Limited.
Total
operating cash flows for the nine months ended September 30, 2025 from discontinued operations amounted to $
Revenue Recognition
Overview
The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. The Company derives revenue primarily from the sale of various protective and fire safety equipment.
| 13 |
Nature of Goods and Services
The Company’s revenue is generated from the sale of tangible products, including:
| ● | Fire safety equipment and extinguishers; | |
| ● | Foam systems; | |
| ● | Fire resistant doors; and | |
| ● | Personal Protective Equipment (PPE) and Fire Safety Apparel. |
All products are sold directly to customers (e.g., municipalities, fire contractors, distributors and individuals).
Disaggregation of Revenue
The Company disaggregates revenue by product category, which the Company believes best depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
The following table summarizes total revenue by product for the nine months ended September 30, 2026 and 2025 (in dollars):
Schedule of Disaggregation of Revenue
| Product | September 30, 2026 | September 30, 2025 | ||||||
| Product revenue (in $) for the nine months ended: | ||||||||
| Product | September 30, 2026 | September 30, 2025 | ||||||
| Fire safety equipment | ||||||||
| Safety apparel | ||||||||
| Maintenance & Servicing | ||||||||
| Project - supply & installation | - | |||||||
| Total Revenue | $ | $ | ||||||
Performance Obligations
The Company’s contracts with customers generally include a single performance obligation, which is the promise to transfer the purchased products to the customer.
The Company satisfies its performance obligations at a point in time when control of the products transfers to the customer. Control typically transfers upon delivery, depending on the contractual delivery terms.
Transaction Price and Variable Consideration
The transaction price is generally the stated contract price for the products sold. The Company’s contracts may include variable consideration in the form of discounts, price concessions, or other incentives.
Variable consideration is estimated using the method that best predicts the amount of consideration to which the Company expects to be entitled and is included in revenue only to the extent that it is probable that a significant reversal of cumulative revenue recognized will not occur.
Contract Balances
Contract assets represent the Company’s right to consideration in exchange for goods transferred to customers when that right is conditioned on something other than the passage of time. Contract liabilities represent amounts billed or collected from customers in advance of satisfying performance obligations.
Contract
assets and contract liabilities are not material to the business. Accounts receivable, before allowance for doubtful debt was $
| 14 |
Significant Payment Terms
The Company’s payment terms vary by customer and contract but generally require payment within 30–60 days from the invoice date. The Company does not have significant financing components in its contracts, as the period between the transfer of goods and customer payment is typically less than one year.
Warranties
The Company provides assurance-type warranties that its products comply with agreed-upon specifications and are free from defects for a specified period. These warranties do not represent separate performance obligations. Such warranty reserves are immaterial.
Returns and Refunds
The Company may allow customers to return products if they are deemed faulty or otherwise not fit for purpose. Expected returns are estimated and recorded as a reduction of revenue, with a corresponding refund liability and right-of-return asset.
The level of returns is of an immaterial value.
Practical Expedients and Policy Elections
The Company applies the practical expedient to expense incremental costs of obtaining a contract, such as commissions, when the amortization period would have been one year or less.
Remaining Performance Obligations
The Company’s performance obligations are generally satisfied within one year. As a result, the Company has elected the practical expedient not to disclose the value of remaining performance obligations.
3. Revenue
The
Company recognized $
4. Net Loss per Common Share
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.
The following potentially dilutive securities have not been included in the computation of diluted net loss per share for the nine months ended September 30, 2026 and September 30, 2025, as the result would be anti-dilutive:
Schedule of Earnings Per Share, Basic and Diluted
| September 30, | September 30, | |||||||
| 2026 | 2025 | |||||||
| Stock options | ||||||||
| Restricted stock units | - | |||||||
| Series A preferred stock | ||||||||
| Common stock warrants | ||||||||
| Total shares excluded from calculation | ||||||||
| 15 |
5. Accounts receivables
Accounts receivables consisted of the following (in $000s):
Schedule of Accounts Receivables
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accounts receivables, gross | ||||||||
| Allowance for doubtful debt | ( | ) | ( | ) | ||||
| Total accounts receivable, net | $ | $ | ||||||
Allowance
for doubtful debt, which stood at $
Schedule of Movement in Provision For Doubtful Debt
| Movement in provision for doubtful debt | ||||
| Provision for doubtful debt as of December 31, 2025 | ( | ) | ||
| Increase in provision during the nine months ended September 30, 2026 | ( | ) | ||
| Foreign exchange translation adjustment | ||||
| Provision for doubtful debt as of September 30, 2026 | $ | ( | ) | |
6. Inventory
Inventory consisted of the following (in $000s):
Schedule of Inventory
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| 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.
7. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in $000s):
Schedule of Prepaid Expenses and Other Current Assets
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Prepayments | ||||||||
| Other current assets | ||||||||
| Prepaid expenses and other current assets | $ | $ | ||||||
The prepayments balance comprises primarily of Directors & Officers liability insurance, whilst other current assets is largely comprised of Delaware franchise tax credit balances.
8. Non-Current Assets
The
Company had $
| 16 |
9. Goodwill
Goodwill represents the excess of the consideration transferred over the estimated fair value of net identifiable assets acquired in our acquisition of Fitters Sdn Bhd. Under ASC 350, Intangibles—Goodwill and Other, goodwill is not amortized, but is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired.
The Company performs its annual goodwill impairment review on July 1 each year for its single reporting unit primarily comprising Fitters Sdn Bhd.
On July 1, 2026, the Company completed its most recent annual goodwill impairment test. As of the testing date, the Company compared the fair value of the single reporting unit with its carrying value. The fair value of the single reporting unit is equal to the market value of the Company as a whole, calculated based on the closing market price of the Company’s actively traded common stock, and adjusted for an estimated premium a market participant would pay to acquire control over the Company. The carrying value of the Company’s single reporting unit is the same as the shareholders’ equity of the Company as a whole, as calculated under U.S. generally accepted accounting principles.
Based on the assessment performed, the Company determined that the fair value of its reporting unit exceeded the carrying amount of the reporting unit as of the testing date. Consequently, no goodwill impairment losses were recorded.
However, the Company acknowledges
that the amount by which the estimated fair value of the reporting unit exceeded its carrying amount was narrow – at July 1, 2026,
the cushion was approximately $
As of September 30, 2026, the cushion between the estimated fair value of the reporting unit and its carrying
amount declined to less than $
10. Accrued and Other Liabilities
Accrued and other current liabilities consisted of the following (in $000s):
Schedule of Accrued and Other Current Liabilities
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accrued legal and professional fees | $ | $ | ||||||
| Other current liabilities | ||||||||
| Accrued and other current liabilities | $ | $ | ||||||
11. Leases
Following the acquisition of Fitters Sub on September 12, 2025, the Company utilizes three facilities in Malaysia, all on short term lease agreements. These lease agreements are renewable, with the Company having the option to extend the terms of the agreements. The Company terminated its lease agreement for its previous headquarters in Berkeley Heights, New Jersey, effective January 31, 2025.
For
the nine months ended September 30, 2026, and 2025, the Company recognized operating lease expenses of $
Remaining lease payments for the facilities are as follows (in $000s):
Schedule of Remaining Lease Payments
| 2026 | ||||
| 2027 | ||||
| Thereafter | — | |||
| Total future minimum lease obligation | $ |
12. Stock Based Compensation
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.
| 17 |
Stock based compensation has been reported within expense line items on the consolidated statement of operations for the nine months ended September 30, 2026 and 2025 as shown in the following table (in $000s):
Schedule of Stock Based Compensation Expense
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| General and administrative | $ | — | $ | $ | $ | |||||||||||
| Research and development | — | $ | — | |||||||||||||
| Stock-based compensation costs | $ | — | $ | $ | $ | |||||||||||
There
were
13. Stockholders’ Equity
Common Stock Equity Offerings
On
June 10, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain foreign accredited
investors (the “Investors”), pursuant to which the Investors agreed to purchase from the Company an aggregate of
Convertible Preferred Stock Equity Offerings
Series F Preferred Stock
A
total of
Series E Preferred Stock
A
total of
Series C and Series D Preferred Stock
A
total of
| 18 |
Each
share of Series C Preferred Stock was convertible into
Similarly,
Warrants
June 2025 Warrants
As
part of a warrant exchange agreement on September 4, 2025, issued pursuant to a securities purchase agreement in a June 2025 financing
transaction, a total of
As
of September 30, 2026,
April 2024 Warrants
As
of September 30, 2026, warrants to purchase a total of
A
total of
December 2023 Warrants
As
of September 30, 2026, warrants to purchase a total of
There
were
Other Outstanding Preferred Stock
Series A Preferred Stock
A
total of
| 19 |
As
of September 30, 2026 and December 31, 2025,
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, 2026, there were
The
Company may automatically convert the
The
The
Company may, at its option, redeem the
The
| 20 |
14. Subsequent Events
Notice of Delisting or Failure to Satisfy a Continued Listing Rule
On
October 29, 2026, the Company received a written notice (the “Nasdaq Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Company that, based upon the closing bid price of the Company’s common stock, par value $
The
notice has no immediate effect on the listing or trading of the Company’s Common Stock, and the Common Stock will continue to trade
on The Nasdaq Stock Market under the symbol “BGMS.” In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has
a period of 180 calendar days from the date of the notification, or until April 27, 2027, to achieve compliance with the minimum bid
price requirement. The Company will regain compliance with the minimum bid price requirement if at any time before April 27, 2027, the
bid price for the Company’s Common Stock closes at or above $
The Company intends to continue to monitor the bid price levels for the Common Stock and will consider appropriate alternatives to achieve compliance within the initial 180 calendar-day compliance period, including, among other things, a potential reverse stock split, as part of the closing of the Business Combination Agreement dated June 4, 2026 with Future NRG Sdn. Bhd. There can be no assurance, however, that the Company will be able to achieve compliance.
Dividends on 6% Preferred Stock
On
October 15, 2026, the board of directors of the Company declared a quarterly cash dividend of $
Business Combination Agreement with Future NRG Sdn. Bhd.
On
June 4, 2026, the Company, Future NRG Sdn. Bhd., a Malaysia private limited company (“FNRG”) and each of the shareholders
of FNRG (the “Selling Shareholders”), entered into a Business Combination Agreement (the “BCA”), pursuant to
which the Selling Shareholders will voluntarily exchange all of their ordinary shares in FNRG for shares of common stock, par value $
On
June 16, 2026, the Company filed Form S-4 detailing the BCA. The Form S-4 was declared effective on October 8, 2026 with the Company to
hold a Special Meeting on November 19, 2026 to obtain shareholder approval for the Exchange. At this Special Meeting, the Company is also
seeking shareholder approval for an increase in the authorized share capital of up to
Per
the terms and conditions of the BCA, at the closing of the Exchange, each then-outstanding ordinary share of FNRG will be converted into
the right to receive a number of Exchange Shares calculated in accordance with the BCA. Under the exchange ratio formula in the BCA,
upon the closing of the Exchange, on a pro forma basis and based upon the number of Exchange Shares to be issued in the Exchange, the
Selling Shareholders will own more than
Upon consummation of the Exchange, the Board is expected to consist of five members, four of whom will be designated by the Company and will include all of the current members except for Mr. Kiu Cu Seng. One Board member, Mr. Pun Kah Weng, will be designated by FNRG.
The BCA contains certain termination rights of each of the Company and FNRG. In the event the Exchange is not closed by December 31, 2026, either party may terminate the BCA and the transactions contemplated thereunder.
| 21 |
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 Act of 1933, as amended (the “Securities Act”), 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, 2025, 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. However, as of September 2025, we shifted our operations to focus on provision of fire safety protection and distribution activities. Specifically, on September 12, 2025, we completed our acquisition of Fitters Sdn. Bhd., a Malaysia-based group specializing in fire protection products and services. Headquartered in Malaysia, we are now focused on advancing opportunities across these distinct sectors whilst maintaining our commitment to driving long-term value creation for our stockholders. From the time of acquisition, substantially all of our efforts have been focused on the supply and trading of protective and fire safety equipment providing a wide range of fire safety products, including fire extinguishers, foam systems, fire-resistant doors, personal protective equipment, and fire safety apparel. Our mission is to deliver high-quality, certified safety solutions that enhance protection across commercial, industrial, healthcare, and residential sectors with a focus on trading and distribution to position us as a key player in Malaysia’s fire safety market, with a reputation for reliability and compliance with stringent regulatory standards.
On January 24, 2025, our former wholly owned United Kingdom subsidiary, Cyclacel Limited, entered into a creditors voluntary liquidation. Upon the commencement of the liquidation of Cyclacel Limited, we 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 $5.0 million shown as a component of discontinued operations within the income statement for the period.
On June 4, 2026, we entered into a Business Combination Agreement (“BCA”) to acquire Future NRG Sdn. Bhd. (“FNRG”) in a share exchange. Upon the closing of the transaction, the former owners of FNRG will own more than 99% of our outstanding common stock. We expect to account for this transaction as a reverse acquisition upon closing. The BCA contains certain termination rights for each party. In the event the Exchange is not closed by December 31, 2026, either party may terminate the BCA and the transactions contemplated thereunder.
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Going Concern
We have cash and cash equivalents of $3.5 million as of September 30, 2026, which will allow us to meet our liquidity requirements into the second quarter of 2027. 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.
There is substantial doubt that we can continue as an on-going business for the next twelve months. Although we expect our recently acquired subsidiary, Fitters Sdn. Bhd., to be profitable in the near term, it is yet to be determined if any future 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, 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.
Liquidity and Capital Resources
The following is a summary of our key liquidity measures as of September 30, 2026 and September 30, 2025 (in $000s):
| September 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash and cash equivalents | $ | 3,454 | $ | 3,838 | ||||
| Working capital: | ||||||||
| Current assets | $ | 5,577 | $ | 6,444 | ||||
| Current liabilities | (815 | ) | (1,002 | ) | ||||
| Total working capital | $ | 4,762 | $ | 5,442 | ||||
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, 2026, we had an accumulated deficit of $455.5 million.
Cash Flows
Cash from operating, investing and financing activities for the nine months ended September 30, 2026 and September 30, 2025 is summarized as follows (in $000s):
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (917 | ) | $ | (4,737 | ) | ||
| Net cash used in investing activities | (1 | ) | — | |||||
| Net cash provided by financing activities | 858 | 5,523 | ||||||
Operating activities
Net cash used in operating activities decreased by $3.8 million, from $4.7 million for the nine months ended September 30, 2025 to $0.9 million for the nine months ended September 30, 2026. The decrease in cash used by operating activities was primarily due to changes in working capital of $4.1 million following the acquisition of Fitters Sdn. Bhd. in September 2025 and lower year-over-year net losses of $1.4 million; offset by lower year-over-year stock compensation expense of $1.7 million.
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Investing activities
Net cash used in investing activities was $1,000 for the nine months ended September 30, 2026 and $0 for the nine months ended September 30, 2025. Capital expenditure for the nine months ended September 30, 2026 was related to computer equipment.
Financing activities
Net cash provided by financing activities was $0.9 million for the nine months ended September 30, 2026 as a direct result of receiving $0.8 million, net of expenses, from the issuance of a Securities Purchase Agreement in a private placement, and the adjustment to issuance costs of $0.1 million under a warrant exchange agreement, as amended and offset by a dividend payment of approximately $61,000 to the holders of our 6% Preferred Stock.
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.
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.
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.
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Results of Operations
Three and Nine Months Ended September 30, 2026 and 2025
Revenues
We recognized $0.5 million and $0.1 million of revenue for the three months ended September 30, 2026 and 2025, respectively and $1.6 million and $0.1 million of revenue for the nine months ended September 30, 2026 and 2025, respectively. Revenue recognized relate to product revenues from sales of fire safety equipment and services within our wholly-owned Malaysian-based subsidiary, Fitters Sdn. Bhd. which was acquired in September 2025.
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| September 30, | Difference | September 30, | Difference | |||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||
| Product sales – fire safety | $ | 454 | $ | 81 | $ | 373 | 460 | $ | 1,567 | $ | 81 | $ | 1,486 | 1,835 | ||||||||||||||||||
| Total revenue | $ | 454 | $ | 81 | $ | 373 | 460 | $ | 1,567 | $ | 81 | $ | 1,486 | 1,835 | ||||||||||||||||||
We expect our revenues in fire safety in general to grow modestly in the near term, but expect more elevated growth in revenues for fire safety equipment in future years, to service the rapid expansion of data centers in Southern Malaysia.
Cost of sales
We recognized $0.4 million and $0.1 million cost of sales for the three months ended September 30, 2026 and 2025, respectively and $1.2 million and $0.1 million for the nine months ended September 30, 2026 and 2025 respectively. This cost of sales is related to product revenue generated by Fitters Sdn. Bhd.
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| September 30, | Difference | September 30, | Difference | |||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||
| Cost of sales | $ | 339 | $ | 64 | $ | 275 | 430 | $ | 1,230 | $ | 64 | $ | 1,166 | 1,822 | ||||||||||||||||||
| Total cost of sales | $ | 339 | $ | 64 | $ | 275 | 430 | $ | 1,230 | $ | 64 | $ | 1,166 | 1,822 | ||||||||||||||||||
Total cost of sales represented 35% and 6% of our operating expenses for the three months ended September 30, 2026 and 2025, respectively, and 45% and 1% of our operating expenses for the nine months ended September 30, 2026 and 2025, respectively. Our gross margins were approximately 25% and 21% of gross revenues for the three months ended September 30, 2026 and 2025, respectively, and approximately 22% and 21% of gross revenues for the nine months ended September 30, 2026 and 2025, respectively. We do not expect the product mix or margins to change significantly in the near term. We are, however, susceptible to potential increased costs brought about by geo-political events such as adverse movements in world oil prices.
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, 2026 and 2025 (in $000s except percentages):
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| September 30, | Difference | September 30, | Difference | |||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||
| General and administrative expenses | $ | 635 | $ | 1,004 | $ | (369 | ) | (37 | ) | $ | 1,521 | $ | 6,467 | $ | (4,946 | ) | (76 | ) | ||||||||||||||
| Total general and administrative expenses | $ | 635 | $ | 1,004 | $ | (369 | ) | (37 | ) | $ | 1,521 | $ | 6,467 | $ | (4,946 | ) | (76 | ) | ||||||||||||||
Total general and administrative expenses represented 65% and 94% of our operating expenses for the three months ended September 30, 2026 and 2025, respectively 55% and 99% of our operating expenses for the nine months ended September 30, 2026 and 2025, respectively.
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General and administrative expenses decreased by approximately $4.9 million from $6.5 million for the nine months ended September 30, 2025 to $1.5 million for the nine months ended September 30, 2026, due to several one-time costs associated with the two changes of control of the Company; primarily stock compensation expense of $1.6 million, D&O insurance costs of $0.9 million, compensation expense of $1.3 million, legal and professional costs of $1.5 million, and offset by general and administrative costs of $0.4 million associated with our Fitters subsidiary.
The future
We expect general and administrative expenditures for the year ended December 31, 2026 to be significantly lower than our expenditures for the year ended December 31, 2025, due to the various non-recurring one-time costs associated with the two changes of control of the Company during the prior year.
Other (expense) income, net
The following table summarizes other (expense) income, net for the three and nine months ended September 30, 2026 and 2025 (in $000 except percentages):
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| September 30, | Difference | September 30, | Difference | |||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||
| Foreign exchange gains (losses) | $ | (3 | ) | $ | (14 | ) | $ | 11 | (79 | ) | $ | 18 | $ | (25 | ) | 43 | $ | (172 | ) | |||||||||||||
| Interest income | 44 | 9 | 35 | 389 | 62 | 17 | 45 | 265 | ||||||||||||||||||||||||
| Other income, net | 33 | $ | 9 | 24 | 267 | 95 | 21 | 74 | 352 | |||||||||||||||||||||||
| Total other income, net | $ | 74 | $ | 4 | $ | 70 | 1,750 | $ | 175 | $ | 13 | $ | 162 | 1,246 | ||||||||||||||||||
Total other income increased by $70,000 from $4,000 for the three months ended September 30, 2025 to $74,000 for the three months ended September 30, 2026, and increased by $162,000 from $13,000 for the nine months ended September 30, 2025 to $175,000 for the nine months ended September 30, 2026.
Foreign exchange gains (losses)
Foreign exchange losses decreased by $11,000, from a loss of $14,000 for the three months ended September 30, 2025, to a loss of $3,000 for the three months ended September 30, 2026, and increased by $43,000, from a loss of $25,000 for the nine months ended September 30, 2025, to a gain of $18,000 for the nine months ended September 30, 2026.
The future
Other income (expense), net for the year ended December 31, 2026, will continue to be impacted by changes in the receipt of income 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. 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.
Income Tax Charge
The following table summarizes total income tax provision for the three and nine months ended September 30, 2026 and 2025 (in $000s except percentages):
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| September 30, | Difference | September 30, | Difference | |||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||
| Income tax provision | $ | (3 | ) | $ | - | $ | (3 | ) | (100 | ) | $ | (42 | ) | $ | (2 | ) | $ | (40 | ) | (2,000 | ) | |||||||||||
| Total income tax provision | $ | (3 | ) | $ | - | $ | (3 | ) | (100 | ) | $ | (42 | ) | $ | (2 | ) | $ | (40 | ) | (2,000 | ) | |||||||||||
Provision for income taxes is estimated and recorded as part of the consolidated statements of operations. Due to our history of losses, we set 100% allowances for all deferred income tax. Accordingly, we reported approximately $42,000 income tax provision for the nine months ended September 30, 2026, and approximately $2,000 income tax provision during the nine months ended September 30, 2025, with the increase attributable wholly to increased revenues.
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Discontinued Operations
Following the liquidation of our former subsidiary Cyclacel Limited in January 2025 and the subsequent sale of our remaining research and development asset Plogosertib in October 2025, we no longer undertake any research and development related operations.
The following table provides information with respect to our research and development expenditures, presented as part of discontinued operations, for the three and nine months ended September 30, 2026 and September 30, 2025 (in $000s except percentages):
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| September 30, | Difference | September 30, | Difference | |||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||
| Transcriptional regulation (fadraciclib) | $ | - | $ | - | $ | - | - | $ | - | $ | 389 | $ | (389 | ) | (100 | ) | ||||||||||||||||
| Anti-mitotic (plogosertib) | - | - | - | - | - | 423 | (423 | ) | (100 | ) | ||||||||||||||||||||||
| Other research and development expenses | - | $ | 5 | (5 | ) | (100 | ) | - | $ | 83 | (83 | ) | (100 | ) | ||||||||||||||||||
| Total research and development expenses | $ | - | $ | 5 | $ | (5 | ) | (100 | ) | $ | - | $ | 895 | $ | (895 | ) | (100 | ) | ||||||||||||||
The following table provides information with respect to net other income from discontinued operations, for the three and nine months ended September 30, 2026 and September 30, 2025 (in $000s except percentages):
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| September 30, | Difference | September 30, | Difference | |||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | |||||||||||||||||||||||||
| Gain on deconsolidation of subsidiary | $ | - | $ | - | $ | - | - | $ | - | $ | 4,947 | $ | 4,947 | (100 | ) | |||||||||||||||||
| Total other income, net from discontinued operations | $ | - | $ | - | $ | - | - | $ | - | $ | 4,947 | $ | 4,947 | (100 | ) | |||||||||||||||||
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 during the prior year.
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, 2025 and Note 2 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. We have made the following change to our critical accounting policies during the nine months ended September 30, 2026:
Goodwill Impairment Assessment
Goodwill represents the excess of the consideration transferred over the estimated fair value of identifiable net assets acquired. Goodwill was entirely generated by our acquisition of Fitters Sdn Bhd (“Fitters”). We have just one operating segment and a single reporting unit. The goodwill generated from the Fitters acquisition was assigned to our single reporting unit.
We test goodwill for impairment at least annually. We will perform more frequently interim testing if events or changes in circumstances indicate that the goodwill might be impaired. We have elected to test goodwill on July 1 of each year and our most recent goodwill impairment test was performed on July 1, 2026.
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Methodology and Key Assumptions
The first step in testing goodwill for impairment is to compare the fair value of our single reporting unit with its carrying value as of the testing date. We estimate the fair value of our single reporting unit primarily using a market-based approach. Because our single reporting unit represents the entirety of our operations, its fair value is derived from the market capitalization of the Company’s actively traded common stock on the Nasdaq market, adjusted for an estimated control premium that we believe a market participant would pay to acquire control over the Company. The carrying value of the reporting unit equals the consolidated shareholders’ equity of the Company under U.S. generally accepted accounting principles.
The determination of fair value involves significant judgment and estimation uncertainty. The key assumptions subject to significant change include:
● Closing Market Price: The quoted market price of our common stock on the measurement date. We have elected to use the closing price published by Nasdaq as of the testing date.
● Control Premium: The estimated premium (15% as of July 1, 2026) added to our market capitalization to reflect market participant assumptions regarding control value.
Annual Test and Sensitivity Analysis
During the third quarter of 2026, we completed our annual goodwill impairment test as of July 1, 2026. Based on this quantitative assessment, we determined that the estimated fair value of the reporting unit exceeded its carrying amount. Consequently, no goodwill impairment was recorded.
However, the margin of safety (“cushion”) between the estimated fair value and carrying value of the reporting unit was narrow. As of July 1, 2026, the estimated fair value exceeded the carrying value by approximately $1.2 million. Slight declines in our common stock price or a reduction in the assumed control premium assumption as of the testing date could have eliminated this cushion and resulted in a goodwill impairment charge. For example, holding all other factors constant, eliminating the control premium altogether would have reduced the cushion to approximately $125,000.
Subsequent Events and Interim Impairment Test Plan
Subsequent to July 1, 2026, market volatility and changes in our stock price further reduced the estimated fair value of the reporting unit. As of September 30, 2026, the estimated cushion between the reporting unit’s fair value and carrying amount decreased to less than $100,000.
Due to the small cushion remaining at the end of the reporting period and the heightened sensitivity of the valuation to market price fluctuations, the Company plans to perform an interim quantitative goodwill impairment test during the fourth quarter of 2026. If the market price of our common stock experiences additional weakness or if our estimated control premium declines, it is reasonably likely that a material non-cash goodwill impairment charge will be recorded in the fourth quarter of 2026.
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, 2026, 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, 2026, 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, 2026. We 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.
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PART II. Other Information
Item 1. Legal Proceedings
On or about May 13, 2026, David Lazar (“Lazar”), an investor and former interim CEO of Cyclacel Pharmaceuticals, Inc., brought an action in the Supreme Court of the State of New York, New York County, against Datuk Dr. Doris Wong Sing Ee, the current CEO and Executive Director of Bio Green Med Solution, Inc., f/k/a Cyclacel Pharmaceuticals, Inc. (the “Company”), Kiu Cu Seng, Kwang Fock Chong, Inigo Angel Laurduraj, and Dr. Satis Waran Nair Krishnan, all of whom are members of the Board of Directors of the Company, titled David Lazar v. Datuk Dr. Doris Wong Sing Ee, Kiu Cu Seng, Kwang Fock Chong, Inigo Angel Laurduraj, and Dr. Satis Waran Nair Krishnan, Index No. 652797/2026 (the “2026 Action”). The Company is not a party to the 2026 Action. The 2026 Action alleges two causes of action for breach of fiduciary duty and seeks damages in the total amount of approximately $12 million. All defendants have moved to dismiss the 2026 Action, which motion is currently sub judice. The Company believes the 2026 Action is without merit. All defendants in the 2026 Action are covered under the Company’s directors’ and officers’ liability insurance policy.
On or about September 2, 2025, Lazar brought a separate action in the Supreme Court of the State of New York, New York County, against Datuk Dr. Doris Wong Sing Ee, titled David Lazar v. Datuk Dr. Doris Wong Sing Ee, Index No. 655184/2025 (the “2025 Action”). The Company is not a party to the 2025 Action. The complaint alleged four causes of action, to wit, breach of contract, breach of implied covenant of good faith and fair dealing, conversion, and unjust enrichment, and seeks damages in the total amount of $629,501.36. The defendant brought a motion to dismiss, pursuant to which the Court dismissed all causes of action except the first cause of action for breach of contract. The defendant is currently appealing the denial of the motion to dismiss that cause of action. The 2025 Action is currently in discovery. The Company believes the 2025 Action is without merit. Datuk Dr. Doris Wong Sing Ee is covered under the Company’s directors’ and officers’ liability insurance policy.
The Company does not believe that the ultimate resolution of these matters will have a material adverse effect on its financial condition, results of operations, or cash flows; however, litigation is inherently uncertain and there can be no assurance that these matters will be resolved favorably. No amounts have been accrued for these matters as of the date of this filing, as the Company has determined that a loss is not probable.
Item 1A. Risk Factors
There have been no material changes to our risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2025. For a further discussion of our Risk Factors, refer to Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2026, and in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, on June 10, 2026, the Company sold an aggregate of 1,103,338 shares of its common stock (the “Shares”) to certain foreign accredited investors (the “Investors”) at $0.72 per share. The sale was made under a Securities Purchase Agreement, for aggregate gross proceeds of $794,403, in reliance on Regulation S under the Securities Act of 1933, as amended. At the same time, the Company entered into a Registration Rights Agreement with the Investors. To satisfy its obligations under the Registration Rights Agreement, on October 9, 2026, the Company filed with the SEC a Registration Statement on Form S-3 (File No. 333-299610) registering the resale of the Shares by the Investors. The Company will not receive any proceeds from the Investors’ resale of the Shares.
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, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Stockholders’ Equity (Deficit), (v) the Consolidated Statements of Cash Flows, and (vi) 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, 2026, 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 12, 2026 | By: | /s/ Datuk Dr. Doris Wong |
| Datuk Dr. Doris Wong | ||
| Chief Executive Officer and Executive Director | ||
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