Bio Green Med Solution Inc 2025年季度报告

FORM10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period endedSeptember 30,2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from __________________ to __________________ Commission file number000-50626 (Exact name of registrant as specified in its charter) Delaware91-1707622(State or Other Jurisdictionof Incorporation or Organization)(I.R.S. EmployerIdentification No.) Level 10, Tower 11,Avenue 5, No. 8Jalan Kerinchi,Kuala Lumpur,Malaysia59200(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code:(908)955-0526 Cyclacel Pharmaceuticals, Inc.(Former name, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registeredThe Nasdaq Stock Market LLC The Nasdaq Stock Market LLC Common Stock, par value $0.001 per sharePreferred Stock, $0.001 par value BGMSBGMSP Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting filer☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of November 11, 2025, there were4,900,142shares of the registrant’s common stock outstanding. Bio Green Med Solution, Inc.TABLE OF CONTENTS PagePART I - FINANCIAL INFORMATION:Item 1.Financial Statements:F-1Balance Sheets as of September 30, 2025 and December 31, 2024 (unaudited)F-1Statements of Operations for the three and nine months ended September 30, 2025 and the three and ninemonths ended September 30, 2024 (unaudited)F-2Consolidated Statements of Comprehensive LossF-3Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended September 30,2025 and the three and nine months ended September 30, 2024 (unaudited)F-4Statements of Cash Flows for the nine months ended September 30, 2025 and the nine months ended September30, 2024 (unaudited)F-5Notes to Financial Statements (Unaudited)F-6Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations4Item 3.Quantitative and Qualitative Disclosures About Market Risk11Item 4.Controls and Procedures11PART II - OTHER INFORMATION:Item 1.Legal Proceedings11Item 1A.Risk Factors12Item 2.Unregistered Sales of Equity Securities and Use of Proceeds14Item 3.Defaults Upon Senior Securities14Item 4.Mine Safety Disclosures14Item 5.Other Information14Item 6.Exhibits14SIGNATURE PAGE152 Recent Developments In December 2024, Bio Green Med Solution, Inc., a Delaware corporation (“BGMS” or the “Company”) announced that it was inthe process of exploring and reviewing strategic alternatives on an expedited basis in order to preserve the Company’s cash, includinga potential transaction with investor, David E. Lazar of Activist Investing, LLC (“Lazar”). The Company’s Board of Directors (the“Board”) reviewed a range of appropriate strategies to realize value from its assets. The Board directed management to reduceoperating costs, which included the liquidation of the Company’s wholly-owned United Kingdom subsidiary, Cyclacel Limited(“Subsidiary”), while such alternatives were being explored. On January 2, 2025, the Company entered into a securities purchaseagreement with Lazar, pursuant to which he agreed to purchase from the Company, 1,000,000 shares of Series C Convertible PreferredStock and 2,100,000 shares of Series D Convertible Preferred Stock of Cyclacel at a purchase price of $1.00 per share for aggregategross proceeds of $3.1 million, subject to the terms and conditions of the securities purchase agreement (together,