Business Context and Reporting Period
This Form 8-K is filed by Cyclacel Pharmaceuticals, Inc. (not Bio Green Med Solution, Inc.) on August 22, 2025. The registrant is a Delaware corporation with principal executive offices in Kuala Lumpur, Malaysia. The filing reports a change in the company's certifying accountants.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, or debt figures for the current period. However, it references a critical liquidity condition identified by the former auditor:
- Liquidity Status: The former auditor, Bush & Associates CPA LLP, advised the company that it does not currently have sufficient funds to complete development and commercialization.
- Cash Balance: The company had a limited cash balance as of December 31, 2024.
- Going Concern: The auditor's report raised substantial doubt about the company's ability to continue as a going concern.
Material Changes
The primary material change reported is the dismissal of the independent registered public accounting firm:
- Dismissed Firm: Bush & Associates CPA LLP was dismissed effective immediately on August 22, 2025.
- Reasoning: There were no disagreements on accounting principles or practices. The dismissal followed a "reportable event" where the auditor highlighted the company's insufficient funds and limited cash balance.
- Successor Firm: SFAI Malaysia PLT was engaged as the new independent registered public accounting firm for the fiscal year ending December 31, 2025, effective August 23, 2025.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, revenue outlook, or management commentary regarding future operations. The primary risk disclosed is the substantial doubt regarding the company's ability to continue as a going concern due to insufficient funds for development and commercialization. The former auditor has authorized the successor auditor to respond fully to inquiries regarding this reportable event.
Investor Verification Checklist
- Verify the company's current cash position and runway for development and commercialization.
- Review the letter from Bush & Associates CPA LLP (Exhibit 16.1) for details on the "reportable event."
- Confirm the status of the engagement with the new auditor, SFAI Malaysia PLT.
- Assess the impact of the "going concern" warning on the company's ability to secure future financing.