Business Context and Reporting Period
Company: Bio Green Med Solution, Inc. (BGMS), formerly Cyclacel Pharmaceuticals, Inc.
Filing Type: Form 10-K (Annual Report)
Period Ended: December 31, 2025
Reporting Status: Non-accelerated filer; Smaller reporting company.
Operational Shift: The Company underwent a fundamental transformation in 2025. It liquidated its UK subsidiary, Cyclacel Limited (pharmaceutical R&D), and exited the biotechnology sector. On September 12, 2025, BGMS acquired Fitters Sdn. Bhd., a Malaysian fire safety equipment distributor, renaming the entity and shifting its primary business to the supply and trading of fire safety materials, equipment, and personal protective equipment (PPE).
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Total Revenue | $747,000 | $43,000 |
| Cost of Sales | $609,000 | $0 |
| Gross Margin | ~19% | N/A |
| Operating Loss | $(8,427,000) | $(12,004,000) |
| Net Loss | $(2,998,000) | $(11,212,000) |
| Net Loss to Common Shareholders | $(14,092,000) | $(11,212,000) |
| Cash and Cash Equivalents | $3,505,000 | $3,137,000 |
| Working Capital | $4,924,000 | $(2,594,000) |
| Accumulated Deficit | $(454,411,000) | $(439,494,000) |
Note: Net loss applicable to common shareholders includes a $11.0 million deemed dividend from warrant exchanges and $61,000 in preferred stock dividends.
Material Changes vs. Prior Period
- Revenue Composition: Revenue increased from $43,000 in 2024 (clinical trial supply) to $747,000 in 2025, entirely derived from the new fire safety business (Fitters Sdn. Bhd.) post-acquisition.
- Deconsolidation Gain: A one-time gain of $4.9 million was recognized in 2025 due to the deconsolidation of Cyclacel Limited upon its liquidation, significantly reducing the reported net loss.
- Expense Structure: Research and Development (R&D) expenses plummeted 87% to $848,000 as pharmaceutical programs were sold or liquidated. Conversely, General and Administrative (G&A) expenses rose 43% to $7.7 million, driven by one-time costs related to changes of control ($1.3M stock comp, $0.7M D&O insurance) and the acquisition.
- Capital Structure: The Company executed two reverse stock splits (1-for-16 in May and 1-for-15 in July) to maintain Nasdaq listing compliance. Multiple series of convertible preferred stock were issued and subsequently converted to common stock.
Guidance, Outlook, and Risks
Going Concern
Management has raised substantial doubt regarding the Company's ability to continue as a going concern for a period of one year following the issuance of the financial statements. With $3.5 million in cash, the Company projects liquidity only through the third quarter of 2026. Continued operations depend on raising additional capital through equity or debt financing, which is not guaranteed.
Outlook
The Company expects modest near-term growth in fire safety revenues, with potential for elevated growth driven by data center expansion in Southern Malaysia. Pharmaceutical R&D expenditures are expected to cease entirely following the sale of the plogosertib asset.
Key Risks
- Liquidity: Inability to secure additional funding could force curtailment of operations.
- Customer Concentration: The top four customers accounted for 55% of 2025 sales, with the largest single customer representing 36%.
- Regulatory Compliance: Operations are subject to stringent Malaysian fire safety regulations (BOMBA/SIRIM). Failure to comply could result in fines or loss of operating licenses.
- Delisting Risk: The Company's 6% Convertible Exchangeable Preferred Stock (BGMSP) was suspended from Nasdaq trading in March 2026 due to non-compliance with listing rules, though Common Stock (BGMS) remains listed.
Investor Verification Checklist
- Cash Runway: Verify the timeline for the next capital raise given the Q3 2026 liquidity horizon.
- Customer Concentration: Assess the stability of the top customer (36% of revenue) and the risk of contract non-renewal.
- Preferred Stock Status: Confirm the trading status and dividend obligations of the delisted Preferred Stock (BGMSP) and its impact on common equity.
- Acquisition Integration: Review the performance of Fitters Sdn. Bhd. post-acquisition to ensure the projected 19% gross margin is sustainable.
- Regulatory Standing: Confirm current BOMBA and SIRIM certifications for the fire safety product portfolio.