Bio Green Med (NASDAQ: BGMS) cuts losses in 2025 amid shift to fire-safety revenue
Rhea-AI Filing Summary
Bio Green Med Solution, Inc. reported its first fire-safety product revenue after shifting away from biopharmaceuticals. For 2025, product revenue from fire safety equipment was $0.7 million, while net loss narrowed sharply to $3.0 million from $11.2 million in 2024.
Cash and cash equivalents were $3.5 million as of December 31, 2025, and the company expects existing cash to fund operations into the third quarter of 2026. Results reflect the September 2025 acquisition of Fitters Sdn. Bhd., liquidation of the U.K. subsidiary, and sale of the Plogosertib drug asset, which together produced a $4.9 million gain on deconsolidation and $0.3 million from the asset sale.
R&D expenses fell to $0.8 million for 2025 from $6.7 million in 2024 as legacy drug programs wound down, while general and administrative costs rose to $7.7 million due to one-time change-of-control expenses. A quarterly dividend of $0.15 per share was paid on the 6% Convertible Exchangeable Preferred Stock, and a warrant exchange triggered a large deemed dividend of $11.0 million to common shareholders.
Positive
- Loss reduction and balance sheet improvement: Net loss for 2025 narrowed to $3.0 million from $11.2 million in 2024, while stockholders’ equity improved to $6.8 million from a deficit of $2.2 million, supported by lower R&D spending and a $4.9 million gain on deconsolidation.
- New revenue stream from fire-safety business: Following the acquisition of Fitters Sdn. Bhd., BGMS reported $0.7 million of fire safety product revenue in 2025 and ended the year with $3.5 million of cash, which it estimates will fund planned expenditure into the third quarter of 2026.
Negative
- Common shareholder impact from warrant exchange: A Warrant Exchange Agreement led to a deemed dividend of $11.0 million in 2025, contributing to a net loss applicable to common shareholders of $14.1 million despite a much smaller operating loss.
- Business still loss-making with modest revenue base: Even after the strategic pivot, 2025 product revenue was only $0.7 million, while total operating expenses were $9.2 million and net loss was $3.0 million, indicating the new fire-safety operations are not yet covering the cost structure.
Insights
BGMS shrinks losses and pivots to fire-safety revenue, but equity is reshaped by a large deemed dividend.
Bio Green Med Solution is transitioning from drug development to fire safety distribution. In 2025 it generated $0.7 million of product revenue after acquiring Fitters Sdn. Bhd., while net loss narrowed to $3.0 million from $11.2 million, helped by sharply lower R&D spending and a $4.9 million gain on deconsolidating its former U.K. subsidiary.
Cash and cash equivalents were $3.5 million at December 31, 2025, and management indicates this should fund planned spending into Q3 2026. Stockholders’ equity improved to $6.8 million from a deficit, but a warrant exchange created a substantial deemed dividend of $11.0 million, materially diluting common shareholders on an economic basis despite the lower operating loss.
Key items to track in future disclosures include growth in fire-safety product revenue beyond the initial $0.7 million base and the sustainability of lower operating cash use, which declined to $4.8 million in 2025 from $8.0 million. Subsequent filings may provide more detail on integration of Fitters and recurring profitability in the new business focus.
8-K Event Classification
Key Figures
Key Terms
Warrant Exchange Agreement financial
convertible exchangeable preferred stock financial
gain on deconsolidation of subsidiary financial
forward-looking statements regulatory
research and development tax credits financial
Earnings Snapshot
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. ☐
Item 2.02 Results of Operations and Financial Condition.
The information set forth under this “Item 2.02. Results of Operations and Financial Condition,” including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Attached as Exhibit 99.1 is a copy of a press release of Bio Green Med Solution, Inc. (the “Company”), dated March 30, 2026, announcing certain financial results for the fourth quarter and year ended December 31, 2025.
Item 7.01. Regulation FD Disclosure.
The information set forth in Item 2.02 of this Current Report on Form 8-K is hereby incorporated by reference. A copy of the press release announcing the Company’s fourth quarter ended December 31, 2025 financial results for the Company is furnished hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Exhibit | |
| 99.1 | Press release announcing financial results for Bio Green Med Solution, Inc.’s fourth quarter ended December 31, 2025, dated March 30, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
Forward-Looking Statements. This Current Report on Form 8-K contains forward-looking statements that involve substantial risks and uncertainties. Such forward-looking statements are based on the Company’s beliefs and assumptions and on information currently available to it on the date hereof. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These and other risks are described more fully in the Company’s other filings with the Securities and Exchange Commission, including the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with the Securities and Exchange Commission from time to time. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 30, 2026 | Bio Green Med Solution, Inc. | |
| By: | /s/ Datuk Dr. Doris Wong Sing Ee | |
| Name: | Datuk Dr. Doris Wong Sing Ee | |
| Title: | Chief Executive Officer and Executive Director | |
Exhibit 99.1
Bio Green Med Solution, Inc.
BIO GREEN MED SOLUTION Reports FOURTH quarter AND FULL YEAR 2025 financial results and provides business update
KUALA LUMPUR, MALAYSIA, March 30, 2026 – Bio Green Med Solution, Inc. (“BGMS,” the “Company” or “we,” formerly Cyclacel Pharmaceuticals, Inc.) (NASDAQ: BGMS), a diversified company engaged primarily in the provision of fire safety protection and distribution activities, today announced fourth quarter and full year 2025 financial results and provided a business update.
“2025 was a productive year for BGMS, marked by the acquisition of Fitters Sdn. Bhd., a fire safety materials and equipment company, on September 12, 2025, the liquidation of our U.K. subsidiary and the sale of our Plogosertib drug, transactions which strengthened our balance sheet. We used this momentum to chart our new focus towards continued growth in the company,” said Datuk Dr. Doris Wong Sing EE, Chief Executive Officer of BGMS.
Fourth Quarter 2025 Key Accomplishments and Recent Highlights
| ● | In October, the Company entered into an Asset Purchase Agreement with Tethra Biosciences Inc., a Delaware corporation, in which the Company agreed to sell certain assets, including all of the Company’s patent rights related to Plogosertib, a polo-like kinase 1 (PLK 1) inhibitor for treatment of advanced cancers and hematological malignancies for a purchase price of $300,000, plus a further potential Milestone payment of $170,000. | |
| ● | In November, the Company entered into a Warrant Exchange Agreement with holders of certain existing warrants of the Company, which were exchanged for 1,402,605 shares of the Company’s common stock, par value $0.001 per share, which warrants were originally issued pursuant to a securities purchase agreement dated as of June 20, 2025. | |
| ● | In January 2026, the Board of Directors of the Company declared a quarterly cash dividend of $0.15 per share on the Company’s 6% Convertible Exchangeable Preferred Stock, which was paid on February 1, 2026, to holders of record as of the close of business on January 22, 2026. |
Financial Highlights
As of December 31, 2025, cash and cash equivalents totaled $3.5 million, compared to $3.8 million as of December 31, 2024.
Net cash used in operating activities was $4.8 million for the twelve months ended December 31, 2025 compared to $8.0 million for the same period of 2024. The Company estimates that its current cash resources will fund planned expenditure into the third quarter of 2026.
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Following the acquisition of Fitters Sdn. Bhd. on September 12, 2025, product revenue from sales and distribution of fire safety equipment was $0.7 million for both the three months and year ended December 31, 2025.
Cost of sales related to sales and distribution of fire safety equipment were $0.5 million and $0.6 million for the three months and year ended December 31, 2025.
Research and development (R&D) expenses were $0 and $0.8 million for the three months and year ended December 31, 2025, as compared to $0.9 million and $6.7 million for the same period in 2024. R&D expenses relating to the Company’s previously-owned drug candidate, fadraciclib, were $0 and $0.4 million for the three months and year ended December 31, 2025, as compared to $0.8 million and $5.0 million for the same period in 2024. Expenditure for the Fadraciblib program ceased as a result of the Company’s UK subsidiary, Cyclacel Limited, being liquidated on January 24, 2025. R&D expenses related to plogosertib were $0 and $0.4 million for the three months and year ended December 31, 2025, as compared to $0.1 million and $1.6 million for the same period in 2024. Research and development expenses relating to plogosertib were paused as we explored an alternative salt, oral formulation with improved bioavailability. Plogosertib was subsequently sold in October 2025.
General and administrative expenses for the three months and year ended December 31, 2025, were $1.3 million and $7.7 million, compared to $0.9 million and $5.4 million for the same period of the previous year due primarily to several one-time costs associated with the two changes of control of the Company during 2025.
Total other income, net, for the three months and year ended December 31, 2025, was $0.5 million and $5.4 million, compared to an expense of $30,000 and income of $10,000 for the same period of the previous year. The increase of $5.4 million for the year ended December 31, 2025, is primarily related to a $4.9 million gain on deconsolidation of our former subsidiary Cyclacel Limited and a $0.3 million receipt from the sale of our research and development anti-mitotic asset, plogosertib in early October 2025.
Income tax charges for the three months and year ended December 31, 2025 were $5,000 and $7,000 compared to a charge of $1.2 million and benefit of $0.8 million for the same period of the previous year. Both the tax charge and benefit during the prior periods related to UK research and development tax credits associated with our former subsidiary Cyclacel Limited. There were no research and development tax credits for the three months and year ended December 31, 2025, following the liquidation of the UK subsidiary and the subsequent loss of eligibility for recoverable tax credits as a result thereof.
Net loss for the three months and year ended December 31, 2025, was $0.6 million and $3.0 million (including stock based compensation expense of $0.7 million and $2.3 million respectively), compared to $3.0 million and $11.2 million (including stock based compensation expense of $0.1 million and $0.6 million respectively) for the same period in 2024.
About Bio Green Med Solution, Inc.
BGMS is a diversified company that was formerly engaged in the biopharmaceutical industry but as of September 2025 has shifted its operations to focus on provision of fire safety protection and distribution activities. Specifically, on September 12, 2025, the Company completed its acquisition of Fitters Sdn. Bhd., a Malaysia-based group specializing in fire protection products and services. Headquartered in Malaysia, the Company is now focused on advancing opportunities across these distinct sectors whilst maintaining its commitment to driving long-term value creation for shareholders. For additional information, please visit www.bgmsglobal.com.
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Forward-looking Statements
Except for historical information, certain matters discussed in this press release may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance and involve various assumptions, known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or other comparable words. Actual results, performance or outcomes may differ materially from those expressed or implied by these forward-looking statements and may not align with historical performance and events due to a number of factors, including those discussed in the sections of our annual report on Form 10-K entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors,” and those discussed in our Form 10-Q quarterly reports filed after such annual report. BGMS’s SEC filings are readily obtainable at no charge at www.sec.gov, as well as on its own investor relations website at https://investor.bgmsglobal.com/sec-filings. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements, and caution should be exercised against placing undue reliance upon such statements, which are based only on information currently available to us and speak only as of the date hereof. We are under no duty to update publicly any of the forward-looking statements after the date of this earnings press release, whether as a result of new information, future events or otherwise, except as required by law.
SOURCE:
Bio Green Med Solution, Inc.
info@bgmsglobal.com
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BIO
GREEN MED SOLUTION, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (LOSS)
(In $000s, except share and per share amounts)
| Three Months Ended | Twelve Months Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues: | ||||||||||||||||
| Product revenue - fire safety | $ | 666 | $ | - | $ | 747 | $ | - | ||||||||
| Clinical trial supply | - | - | - | 43 | ||||||||||||
| Revenues | $ | 666 | $ | - | 747 | 43 | ||||||||||
| Operating expenses: | ||||||||||||||||
| Cost of sales | 545 | - | 609 | - | ||||||||||||
| Research and development | (47 | ) | 880 | 848 | 6,655 | |||||||||||
| General and administrative | 1,250 | 946 | 7,717 | 5,392 | ||||||||||||
| Total operating expenses | 1,748 | 1,826 | 9,174 | 12,047 | ||||||||||||
| Operating loss | (1,082 | ) | (1,826 | ) | (8,427 | ) | (12,004 | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Foreign exchange gains (losses) | 98 | (60 | ) | 73 | (54 | ) | ||||||||||
| Interest income | 45 | 30 | 62 | 12 | ||||||||||||
| Gain on deconsolidation of subsidiary | - | - | 4,947 | - | ||||||||||||
| Other income, net | 333 | - | 354 | 52 | ||||||||||||
| Total other income, net | 476 | (30 | ) | 5,436 | 10 | |||||||||||
| Loss before taxes | (606 | ) | (1,856 | ) | (2,991 | ) | (11,994 | ) | ||||||||
| Income tax benefit (charge) | (5 | ) | (1,194 | ) | (7 | ) | 782 | |||||||||
| Net loss | (611 | ) | (3,050 | ) | (2,998 | ) | (11,212 | ) | ||||||||
| Dividend on convertible exchangeable preferred shares | (20 | ) | - | (61 | ) | - | ||||||||||
| Deemed dividend on warrant exchange | (9,539 | ) | - | (11,033 | ) | - | ||||||||||
| Net loss applicable to common shareholders | $ | (10,170 | ) | $ | (3,050 | ) | $ | (14,092 | ) | $ | (11,212 | ) | ||||
| Basic and diluted earnings per common share: | ||||||||||||||||
| Net loss per share – basic and diluted (common shareholders) | $ | (2.21 | ) | $ | (847.61 | ) | $ | (6.45 | ) | $ | (502.46 | ) | ||||
| Weighted average common shares outstanding | 4,606,822 | 3,597 | 2,185,075 | 22,314 | ||||||||||||
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BIO GREEN MED SOLUTION, INC.
CONSOLIDATED BALANCE SHEET
(In $000s, except share, per share, and liquidation preference amounts)
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 3,505 | $ | 3,137 | ||||
| Accounts receivable | 1,257 | - | ||||||
| Inventory | 1,384 | - | ||||||
| Prepaid expenses and other current assets | 110 | 537 | ||||||
| Total current assets | 6,256 | 3,674 | ||||||
| Property and equipment, net | 137 | 3 | ||||||
| Right-of-use lease asset | 12 | 5 | ||||||
| Goodwill | 1,570 | - | ||||||
| Non-current deposits | 210 | 412 | ||||||
| Total assets | $ | 8,185 | $ | 4,094 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 617 | $ | 4,599 | ||||
| Accrued and other current liabilities | 715 | 1,669 | ||||||
| Other liabilities measured at fair value | - | - | ||||||
| Total current liabilities | 1,332 | 6,268 | ||||||
| Lease liability | 2 | - | ||||||
| Other liabilities | 9 | - | ||||||
| Total liabilities | 1,343 | 6,268 | ||||||
| Stockholders’ equity | 6,842 | (2,174 | ) | |||||
| Total liabilities and stockholders’ equity | $ | 8,185 | $ | 4,094 | ||||
FAQ
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Filing Exhibits & Attachments
5 documentsPress Releases
