Bio Green Med Solution Inc美股招股说明书(2025-09-17版)

Up to 35,181,951 Shares of Common StockUp to 110,000,000 Shares of Common Stock Underlying the Series E Preferred StockUp to 24,844,725 Shares of Common Stock Underlying the Common Warrants This prospectus relates to the offer and resale from time to time by the selling shareholders identified in this prospectus (the“Selling Shareholders”) of up to (i) 24,844,725 shares of common stock, par value $0.001 per share (the “Common Stock”) of BioGreen Med Solution, Inc. (fkaCyclacel Pharmaceuticals, Inc.) (the “Company” or “BGMS”) upon exercise by Armistice CapitalMaster Fund Ltd. of its prepaid warrants on a one-for-one basis; (ii) 110,000,000 shares of Common Stock underlying shares of SeriesE preferred stock held by certain accredited investors of the Company pursuant to a private placement; (iii) 181,951 shares ofCommon Stock pursuant to a securities purchase agreement between the Company and Helena Special Opportunities 1 Ltd.; and (iv)35,000,000 shares of Common Stock of the Company’s chief executive officer, Datuk Dr. Doris Wong Sing Ee. The Selling Shareholders named in this prospectus, and any pledgee, donee, transferee or other successor-in-interest, may offerthe shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing marketprices or at privately negotiated prices. For further information regarding the possible methods by which our Common Stock may bedistributed, see “Plan of Distribution” beginning on page 48 in this prospectus. Selling Shareholders. We are not selling any securitiesunder this prospectus and will not receive any of the proceeds from the sale of shares of Common Stock by the Selling Shareholders.The Selling Shareholders will receive all the proceeds from any sales of Common Stock offered pursuant to this prospectus. No underwriter or other person has been engaged to facilitate the sale of our Common Stock in this offering. SellingShareholder. We will bear all costs, expenses and fees in connection with registering the sales of shares of Common Stock bythe Selling Shareholders. The Selling Shareholders will bear all commissions and discounts, if any, attributable to theirrespective sales of Common Stock. Our Common Stock is traded on The Nasdaq Capital Market under the symbol “BGMS” (formerly, “CYCC”). OnSeptember 16, 2025, the last quoted sale price for our Common Stock as reported on The Nasdaq Capital Market was $5.08per share. We are a “smaller reporting company” as defined under the federal securities laws, and, as such, may elect to comply withcertain reduced public company reporting requirements for future filings. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read thediscussion of the risks of investing in our securities in the section titled “Risk Factors” beginning on page of this prospectus. You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto.We have not authorized anyone to provide you with different information. Neither the Securities and Exchange Commissionnor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthfulor complete. Any representation to the contrary is a criminal offense. The date of this prospectus is September 17, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THIS OFFERING3RISK FACTORS4USE OF PROCEEDS25MARKET FOR OUR COMMON STOCK26DIVIDEND POLICY27PRIVATE PLACEMENTS OF SECURITIES28MANAGEMENT30EXECUTIVE AND DIRECTOR COMPENSATION35CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS37SELLING SHAREHOLDERS38DESCRIPTION OF SECURITIES TO BE REGISTERED40CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS44PLAN OF DISTRIBUTION48LEGAL MATTERS50EXPERTS50WHERE YOU CAN FIND MORE INFORMATIONINDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF FITTERS SDN. BHD.F-1 You should read this prospectus and any applicable prospectus supplement before making an investment in the securities of BioGreen Med Solution, Inc. (fkaCyclacel Pharmaceuticals, Inc.). See “Where You Can Find More Information” for more information.You should rely only on the information contained in this prospectus or a prospectus supplement. The Company has not authorizedanyone to provide you with different information. This document may be used only in jurisdictions where offers and sales of thesesecurities are permitted. You should assume that information contained in this prospectus, or in any prospectus supplement, is accurateonly as of any date on the front cover of the applicable document. Our business, financial condition, results of operations andprospects may have changed since that date. Unless otherwise noted in this prospectus, “Bio Green Med Solution, Inc.,” “CyclacelPharmaceuticals, Inc.,” “BGMS,” “Cyclacel,” “the Company,” “we,” “us,” “our” and similar terms refer to Bio Gr