BGMS

Business Context and Reporting Period

This Form 10-Q covers the quarterly period ended June 30, 2026, for Bio Green Med Solution, Inc. (formerly Cyclacel Pharmaceuticals, Inc.). The Company has fundamentally transformed its business model. Following the liquidation of its UK biopharmaceutical subsidiary, Cyclacel Limited, in early 2025, and the subsequent sale of its remaining drug assets, the Company completed a reverse merger with Fitters Sdn. Bhd. in September 2025. It now operates as a diversified entity focused on the supply and distribution of fire safety equipment and services in Malaysia. The Company is classified as a non-accelerated filer and a smaller reporting company.

Key Financial Metrics

Margins: For the six months ended June 30, 2026, the Company reported a gross margin of approximately 20% on fire safety product sales. Operating expenses were significantly reduced compared to the prior year due to the cessation of biopharmaceutical R&D.

Material Changes vs. Prior Period

• Revenue Generation: The Company generated $1.114 million in revenue for the six months ended June 30, 2026, compared to zero in the prior year. This is entirely attributable to the newly acquired fire safety operations of Fitters Sdn. Bhd.
• Discontinued Operations: The prior year period included a one-time gain of approximately $4.947 million from the deconsolidation of Cyclacel Limited. No such gain occurred in the current period.
• Expense Reduction: General and administrative expenses decreased by approximately $4.6 million year-over-year, driven by the elimination of R&D costs and one-time change-of-control expenses incurred in 2025.
• Capital Structure: The Company executed two reverse stock splits in 2025 (1-for-16 and 1-for-15). As of June 30, 2026, there were 6,622,794 shares of common stock outstanding.
• Delisting: The Company's 6% Convertible Exchangeable Preferred Stock (BGMSP) was delisted from Nasdaq in March 2026 due to failure to meet continued listing rules, though the Common Stock (BGMS) remains listed.

Outlook, Risks, and Contingencies

Going Concern: Management has expressed substantial doubt about the Company's ability to continue as a going concern for the twelve months following the issuance of these financial statements. While cash on hand ($3.79 million) is projected to fund operations into the first quarter of 2027, the Company relies on raising additional capital through equity financing or strategic transactions to sustain long-term operations.

Strategic Transactions:

• Future NRG Sdn. Bhd. (FNRG): On June 4, 2026, the Company entered into a Business Combination Agreement with FNRG. Upon closing, FNRG shareholders would own approximately 99% of the combined company. The transaction must close by December 31, 2026, or it may be terminated.
• Recent Financing: On June 10, 2026, the Company raised approximately $0.794 million through the sale of 1,103,338 shares of common stock at $0.72 per share.

Legal Proceedings:

• 2026 Action: Former interim CEO David Lazar sued current management and directors in May 2026, alleging breach of fiduciary duty and seeking approximately $12 million in damages. The Company is not a named party but believes the claims are without merit.
• 2025 Action: A separate lawsuit by Lazar against the CEO seeking approximately $629,500 is in the discovery phase.

Management Commentary: The Company expects modest near-term revenue growth in fire safety, with potential for elevated growth driven by data center expansion in Southern Malaysia. Gross margins are expected to remain stable at approximately 20%.

Investor Verification Checklist

• Going Concern Status: Verify the Company's ability to secure additional funding before Q1 2027 to avoid operational curtailment or bankruptcy.
• Business Combination with FNRG: Monitor the status of the June 2026 agreement with Future NRG Sdn. Bhd., which could result in a change of control where existing shareholders own less than 1% of the combined entity.
• Legal Exposure: Track the progress of the lawsuits filed by David Lazar, specifically the $12 million claim against directors, to assess potential indemnification costs.
• Revenue Sustainability: Assess whether the $1.1 million in fire safety revenue is sufficient to cover the reduced but persistent operating costs without further dilution.
• Preferred Stock Obligations: Note the quarterly dividend obligation on the 6% Convertible Exchangeable Preferred Stock ($0.15 per share declared for August 2026) and its impact on cash flow.