Bio Green Med Solution Inc：2024年度报告

FORM 10-K/A(Amendment No. 1) (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Commission file number 00-50626 CYCLACEL PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware(State or Other Jurisdictionof Incorporation or Organization) 91-1707622(I.R.S. EmployerIdentification No.) Level 10, Tower 11, Avenue 5, No. 8Jalan Kerinchi, Kuala Lumpur, Malaysia(Address of principal executive offices) Registrant’s telephone number, including area code:(908) 955-0526 200 Connell Drive, Suite 1500, Berkeley Heights, New Jersey 07922(Former address, if changed since last report)Securities registered pursuant to section 12(b) of the Act: Title of each classCommon Stock, par value $0.001 per share Name of each exchange on which registeredThe Nasdaq Capital Market Preferred Stock, $0.001 par value The Nasdaq Capital Market Securities registered pursuant to section 12(g) of the Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such 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 be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired 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 smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☒No The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant (withoutadmitting that any person whose shares are not included in such calculation is an affiliate), as of June 30, 2024 (based upon the closing saleprice of $388.80 of such shares on The NASDAQ Capital Market on June 30, 2024), the last business day of the registrant’s most recentlycompleted second fiscal quarter, was $2,523,882. As of March 27, 2025, there were 863,901 shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE The following document (or parts thereof) are incorporated by reference into the following parts of this Form 10-K: Certain informationrequired in Part III of this Annual Report on Form 10-K is incorporated from the registrant’s definitive proxy statement for the 2025 annualmeeting of stockholders to be filed pursuant to Regulation 14A with the Securities and Exchange Commission within 120 days of theregistrant’s fiscal year ended December 31, 2024. Except with respect to information specifically incorporated by reference in this Form 10-K,the Definitive Proxy Statement is not deemed to be filed as part of this Form 10-K. EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K