BGMS

Business Context and Reporting Period

Company: Bio Green Med Solution, Inc. (formerly Cyclacel Pharmaceuticals, Inc.)
Filing Type: Form 10-Q (Unaudited)
Period Ended: September 30, 2025
Business Pivot: The Company has transitioned from a biopharmaceutical developer to a diversified entity focused on fire safety protection and distribution. This shift was solidified by the acquisition of Fitters Sdn. Bhd. (a Malaysian fire safety group) on September 12, 2025, and the liquidation of its UK biopharmaceutical subsidiary, Cyclacel Limited, in January 2025.

Key Financial Metrics

Operating Expenses (YTD 2025): Total operating expenses were $7.4 million, a decrease from $10.2 million in the prior year. Research and Development (R&D) expenses dropped significantly to $0.9 million (from $5.8 million) due to the cessation of biopharmaceutical programs. General and Administrative (G&A) expenses increased to $6.5 million (from $4.4 million) due to one-time costs associated with changes in control and stock-based compensation.

Material Changes vs. Prior Period

• Deconsolidation Gain: The Company recorded a non-cash gain of approximately $4.9 million in the nine months ended September 30, 2025, resulting from the deconsolidation of Cyclacel Limited following its liquidation. This significantly reduced the reported net loss compared to the prior year.
• Revenue Source Shift: Revenue in the current period ($81,000) is derived entirely from the newly acquired fire safety subsidiary (Fitters Sdn. Bhd.). Prior period revenue was derived from clinical trial supply recoveries.
• Capital Structure: The Company executed two reverse stock splits (1-for-16 in May 2025 and 1-for-15 in July 2025). It also raised approximately $6.6 million net of expenses through the issuance of preferred stock and warrants in the first half of 2025.
• Asset Sale: In October 2025 (subsequent event), the Company agreed to sell its remaining biopharmaceutical asset, plogosertib, for $300,000 plus potential milestones.

Guidance, Outlook, and Risks

Going Concern: Management has expressed substantial doubt about the Company's ability to continue as a going concern for the next twelve months. Current cash reserves ($3.8 million) are projected to fund operations only into the first quarter of 2026. The Company is actively seeking additional equity financing or strategic transactions to sustain operations.

Outlook: The Company anticipates revenue growth in the fourth quarter of 2025 following the full integration of Fitters Sdn. Bhd. It plans to explore further acquisitions in the industrial commodities sector.

Risks and Contingencies:

• Liquidity Risk: Dependence on external financing; failure to secure funding could force curtailment of operations or bankruptcy.
• Integration Risk: Challenges in integrating Fitters Sdn. Bhd., including cultural differences, system alignment, and potential unknown liabilities.
• Dilution: Significant issuance of shares for the Fitters acquisition and recent financings has diluted existing shareholders.
• Legal Proceedings: A lawsuit filed by a minority shareholder in August 2025 was voluntarily dismissed without prejudice in late August 2025.

Investor Verification Checklist

• Cash Runway: Verify the sufficiency of the $3.8 million cash balance against projected burn rates post-integration of Fitters.
• Fitters Integration: Assess the preliminary purchase price allocation ($4.45 million consideration) and the $1.57 million goodwill recorded for the Fitters acquisition.
• Debt and Liabilities: Review the reduction in current liabilities from $6.3 million (Dec 2024) to $1.0 million (Sep 2025) to confirm settlement of legacy obligations.
• Equity Dilution: Analyze the impact of the reverse stock splits and the issuance of ~700,000 shares to FITTERS Diversified Berhad (representing ~20% ownership) on future earnings per share.
• Going Concern Mitigation: Monitor progress on the Company's stated plans to raise additional capital or consummate a strategic merger.