What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-30 compared with 2025-04-02 · 468 added, 251 removed, 29 unchanged (96% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

This report contains certain statements that may be deemed ‘forward-looking statements’ within the meaning of United States securities laws.

All statements, other than statements of historical fact, that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements.

Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

Certain factors that could cause results to differ materially from those projected or implied in the forward-looking statements are set forth in this Annual Report on Form 10-K for the year ended December 31, 2024 under the caption “Item 1A — Risk factors”.

We encourage you to read those descriptions carefully.

We caution you not to place undue reliance on the forward-looking statements contained in this report.

These statements, like all statements in this report, speak only as of the date of this report (unless an earlier date is indicated) and we undertake no obligation to update or revise the statements except as required by law.

Such forward-looking statements are not guarantees of future performance and actual results will likely differ, perhaps materially, from those suggested by such forward-looking statements.

We effected a 15:1 reverse stock split of our common stock on December 18, 2023 (the “Reverse Stock Split”).

All share and per share information has been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented, unless otherwise indicated.

Recent developments

In December 2024 the Company announced that it was in the process of exploring and reviewing strategic alternatives on an expedited basis in order to preserve the Company’s cash, including a potential transaction with investor David Lazar of Activist Investing, LLC, or “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 reduce operating costs, which included the potential liquidation of the Company’s wholly owned United Kingdom subsidiary Cyclacel Limited, or Subsidiary, while such alternatives were being explored.

On January 2, 2025 the Company entered into a securities purchase agreement with investor Lazar, pursuant to which he agreed to purchase from the Company 1,000,000 shares of Series C Convertible Preferred Stock and 2,100,000 shares of Series D Convertible Preferred Stock of Cyclacel at a purchase price of $1.00 per share for aggregate gross proceeds of $3.1 million, subject to the terms and conditions of the Agreement.

The proceeds of the transaction will be used to settle outstanding liabilities of the Company and other general corporate and operating purposes.

On January 2, 2025, the Company entered into settlement agreements with the Resigning Directors effective as of the signing of the Purchase Agreement.

Pursuant to the terms of the Director Settlement Agreements, each Resigning Director resigned his or her position as a member of the Board of Directors, and any positions held on committees of the Board of Directors.

Each Resigning Director has received his or her accrued Board fees in full consideration of the release of claims against the Company and other promises and covenants set forth in the Director Settlement Agreements.

On January 2, 2025, the Company entered into a settlement agreement with Mr.

Spiro Rombotis (the “Rombotis Settlement Agreement”).

Pursuant to the terms of the Rombotis Settlement Agreement, Mr.

Rombotis resigned his position as President and Chief Executive Officer of the Company effective as of the signing of the Purchase Agreement, and agreed to provide transition services to the Company in his capacity as a member of the Board of Directors through

the filing of the Company’s Annual Report on Form 10-K for the year ended 2024.

On January 2, 2025, the Company also entered into a settlement agreement with Paul McBarron (together with Mr.

Rombotis, the “Resigning Officers”) effective immediately following the Initial Closing, as such term is defined in the Purchase Agreement (the “McBarron Settlement Agreement” and together with the Rombotis Settlement Agreement, the “Executive Officer Settlement Agreements” and together with the Director Settlement Agreements, the “Settlement Agreements”).

Pursuant to the terms of the McBarron Settlement Agreement, Mr.

McBarron agreed to provide transition services to the Company in his capacity as a member of the Board of Directors through the filing of the Company’s Annual Report on Form 10-K for the year ended 2024.

Pursuant to the Executive Officer Settlement Agreements, and subject to the Purchase Agreement, the Company will pay to Mr.

Rombotis and Mr.

McBarron payments of $279,415.50 and $165,164.50, respectively, as soon as practicable, and three months later a further one-time payment of $279,415.50 and $165,164.50 either in cash or through the issuance of common stock, respectively, in full consideration of the release of claims against the Company and other promises and covenants set forth in the Executive Officer Settlement Agreements (the “Settlement Payments”) and the Purchase Agreement.

Pursuant to the terms of the Settlement Agreements, the Company will provide continuing indemnification to the Resigning Directors and Resigning Officers in a manner consistent with that which was in place as of the effective date of the Settlement Agreements, and will cause to be maintained in effect the Company’s existing director and officer liability insurance pursuant to the Company’s tail insurance coverage and will not modify its governing documents to modify the Resigning Directors’ and Resigning Officers’ rights under such policy, as further set forth in the Settlement Agreements.

The Settlement Agreements contain a mutual non-disparagement clause.

On January 31, 2025, the creditors voluntary liquidation of Cyclacel Limited was announced in the London Gazette, one of the official public records of the government of the United Kingdom.

As part of the Company’s efforts to reduce operating costs it has determined to focus on the development of the Plogo clinical program only and therefore fadraciclib, the Subsidiary’s other drug development program, is being marketed for sale by the joint liquidator through Hilco Appraisals Limited, a firm of professional valuation agents and will no longer be part of the assets of the Company as of January 2025.

On March 10, 2025, the Company entered into an Agreement for the Sale and Purchase of certain assets related to plogosertib (“Plogo”) with Cyclacel Limited and the joint liquidator.

On February 26, 2025, the Company entered into settlement agreements with Dr.

Pursuant to the terms of the settlement agreement, Dr.

Barker resigned his position as a member of the Board of Directors, and any positions held on committees of the Board of Directors.

In addition, Dr.

Barker will receive his accrued Board fees in full consideration of the release of claims against the Company and other promises and covenants set forth in the settlement agreement.

Pursuant to the terms of the settlement agreement, the Company will provide continuing indemnification to Dr.

Barker in a manner consistent with that which was in place as of the effective date of the settlement agreement, and will cause to be maintained in effect the Company’s existing director and officer liability insurance pursuant to the Company’s tail insurance coverage and will not modify its governing documents to modify Dr.

Barker’s rights under such policy, as further set forth in the settlement agreement.

The settlement agreement contains a mutual non-disparagement clause.

With the commencement of the liquidation of the Subsidiary, the Company will no longer be considered to have control over the Subsidiary and the financial results of the Subsidiary will be deconsolidated from those of the Company.

The deconsolidation, which is anticipated to increase stockholders’ equity by approximately $5.0 million, will be reported in the Company’s Form 10-Q for the three months ended March 31, 2025.

We are a clinical-stage biopharmaceutical company incorporated in the State of Delaware on January 5, 1996 that has focused on the development of innovative cancer medicines based on cell cycle, transcriptional regulation, epigenetics and mitosis control biology.

Our principal executive office is now located at Level 10, Tower 11, Avenue 5, No.

8, Jalan Kerinchi, Kuala Lumpur, Malaysia , and our telephone number is (908) 517-7330 .

Our website address is www.cyclacel.com.

The information contained on, or that can be accessed through, our website is not part of, and is not incorporated by reference into, this Annual Report.

During 2024, our primary focus has been on our transcriptional regulation program, which evaluated fadraciclib, a CDK2/9 inhibitor, in solid tumors and hematological malignancies .

The epigenetic/anti-mitotic program is evaluating Plogo, a PLK1 inhibitor, in advanced cancers.

We currently retain all marketing rights worldwide to our product candidate Plogo.

We have not generated any revenues from product sales to date.

Our product candidates will require significant additional research and development efforts, including extensive preclinical and clinical testing.

Plogo and any future product candidates that we advance to clinical testing will require regulatory approval prior to commercial use and will require significant costs for commercialization.

We have recognized revenue of $43,000 for the year ended December 31, 2024 related to the recovery of clinical manufacturing costs associated with an investigator sponsored study managed by Cedars Sinai Medical Center.

We recognized $0.4 million of revenue for the year ended December 31, 2023.

We do not expect to report revenue for the foreseeable future.

Funding Requirements and Going Concern

As of December 31, 2024, we had cash and cash equivalents of $3.1 million We have incurred losses since our inception and as of December 31, 2024, we had an accumulated deficit of $439.5 million.

We expect to continue to incur substantial operating losses in the future.

We do not currently have sufficient funds to complete development and commercialization of any of our drug candidates.

Current business and capital market risks could have a detrimental effect on the availability of sources of funding and our ability to access them in the future, which may delay or impede our progress of advancing our drugs currently in the clinical pipeline to approval by the FDA or EMA for commercialization.

Additionally, we plan to continue to evaluate in-licensing and acquisition opportunities to gain access to new drugs or drug targets that would fit with our strategy.

Any such transaction would likely increase our funding needs in the future.

Our future funding requirements will depend on many factors, including but not limited to:

● the rate of progress and cost of our clinical trials, preclinical studies and other discovery and research and development activities;

● the costs associated with establishing manufacturing and commercialization capabilities;

● the costs of acquiring or investing in businesses, Plogo or any of our future product candidates and technologies;

● the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;

● the costs and timing of seeking and obtaining FDA and EMA approvals;

● the effect of competing technological and market developments;

● the economic and other terms and timing of any collaboration, licensing or other arrangements into which we may enter.

Until we can generate a sufficient amount of product revenue to finance our cash requirements, which we may never do, we expect to finance future cash needs primarily through public or private equity offerings, debt financings or strategic collaborations.

Although we are not reliant on institutional credit finance and therefore not subject to debt covenant compliance requirements or potential withdrawal of credit by banks, we are reliant on the availability of funds and activity in equity markets.

We do not know whether additional funding will be available on acceptable terms, or at

If we are not able to secure additional funding when needed, we may have to delay, reduce the scope of or eliminate one or more of our clinical trials or research and development programs or make changes to our operating plan.

In addition, we may have to partner one or more of our product candidate programs at an earlier stage of development, which would lower the economic value of those programs to us.

Since our inception, we have relied primarily on the proceeds from sales of common and preferred equity securities to finance our operations and internal growth.

Additional funding has come through research and development tax credits, government grants, the sale of product rights, interest on investments, licensing revenue, royalty income, and a limited amount of product revenue from operations discontinued in September 2012.

As discussed in Note 1 of the Notes to the Consolidated Financial Statements accompanying this Annual Report on Form 10-K, under ASC Topic 205-40, Presentation of Financial Statements - Going Concern , management is required at each reporting period to evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.

This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued.

Based on our current operating plan, we anticipate that our cash and cash equivalents of $3.1 million as of December 31, 2024, will allow us to meet our liquidity requirements into the second quarter of 2025.

As of March 24, 2025, our cash balance on hand was approximately $3.5 million.

We continue to work to raise additional capital however as of the date of the Consolidated Financial Statements accompanying this Annual Report on Form 10-K, there is no guarantee that we will be able to raise additional funds to extend operations beyond the second quarter of 2025.

Our history of losses, our negative cash flows from operations, our liquidity resources currently on hand, and our dependence on the ability to obtain additional financing to fund our operations after the current resources are exhausted, about which there can be no certainty, have resulted in our assessment that there is substantial doubt about our ability to continue as a going concern for a period of at least twelve months from the issuance date of this Annual Report on Form 10-K.

While we have plans in place to mitigate this risk, which primarily consist of raising additional capital through a combination of public or private equity or debt financings or by entering into partnership agreements for further development of our drug candidates, there is no guarantee that we will be successful in these mitigation efforts.

Agreements to Sell Securities

On November 13, 2024, Cyclacel Pharmaceuticals, Inc.

(the “Company”) entered into a letter agreement (the “Warrant Exercise and Reload Agreement”) with the holder (the “Holder”) of its issued and outstanding Series B Warrants (the “Prior Warrants”) to purchase an aggregate of 4,968,945 shares of common stock of the Company offering the Holder the opportunity to exercise all of its Prior Warrants for cash at a reduced exercise price equal to $0.415 per share provided the Prior Warrants were exercised in full for cash on or before 12:30 P.M.

Eastern Time on the date of the Warrant Exercise and Reload Agreement.

In consideration for the exercise of the Prior Warrants, the Holder received new unregistered Series C Warrants (the “Series C Warrants”) exercisable for up to an aggregate of 9,937,890 shares of common stock (the “Series C Warrant Shares”) and new unregistered Series D Warrants (the “Series D Warrants” and, together with the Series C Warrants, the “New Warrants”) exercisable for up to an aggregate of 9,937,890 shares of common stock (the “Series D Warrant Shares” and, together with the Series C Warrant Shares, the “New Warrant Shares”).

The Series C Warrants are exercisable beginning on the date upon which the Company receives stockholder approval of the issuance of the New Warrant Shares and the Placement Agent Warrant Shares (the “Stockholder Approval Date”) for a period of five and one-half (5.5) years following the Stockholder Approval Date and the Series D Warrants are exercisable beginning on the Stockholder Approval Date for a period of eighteen (18) months following the Stockholder Approval Date.

Statement Regarding Forward-Looking Statements

report contains certain statements that may be deemed ‘forward-looking statements’ within the meaning of United States securities

All statements, other than statements of historical fact, that address activities, events or developments that we intend, expect,

project, believe or anticipate will or may occur in the future are forward-looking statements.

Such statements are based upon certain

assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions,

expected future developments and other factors they believe to be appropriate.

Certain factors that could cause results to differ materially

from those projected or implied in the forward-looking statements are set forth in this Annual Report on Form 10-K for the year ended

December 31, 2025 under the caption “Item 1A — Risk factors”.

encourage you to read those descriptions carefully.

We caution you not to place undue reliance on the forward-looking statements contained

in this report.

These statements, like all statements in this report, speak only as of the date of this report (unless an earlier date

is indicated) and we undertake no obligation to update or revise the statements except as required by law.

Such forward-looking statements

are not guarantees of future performance and actual results will likely differ, perhaps materially, from those suggested by such forward-looking

May 12, 2025, the Company effected a one-for-sixteen reverse stock split of its common stock and subsequently on July 7, 2025, effected

a further one-for-fifteen reverse stock split of its common stock.

All share and per share data for all periods presented in the consolidated

financial statements have been retrospectively adjusted to give effect to these reverse stock splits, for all periods presented, unless

otherwise indicated.

December 2024, Bio Green Med Solution, Inc.

(“BGMS” or the “Company”), a Delaware corporation formerly known

as Cyclacel Pharmaceuticals, Inc., announced that it was in the process of exploring and reviewing strategic alternatives on an expedited

basis in order to preserve the Company’s cash, including a potential transaction with investor, David E.

Lazar of Activist Investing,

LLC (“Lazar”).

On January 2, 2025, the Company entered into a securities purchase agreement with Lazar, pursuant to which

he agreed to purchase from the Company, 1,000,000 shares of Series C Convertible Preferred Stock and 2,100,000 shares of Series D Convertible

Preferred Stock of Cyclacel at a purchase price of $1.00 per share for aggregate gross proceeds of $3.1 million, subject to the terms

and conditions of the securities purchase agreement (together, the Series C Convertible Preferred Stock and Series D Convertible Preferred

Stock are the “Securities”).

The proceeds of the transaction were used to settle outstanding liabilities of the Company and

other general corporate and operating purposes.

February 11, 2025, Lazar, who was serving as the Company’s interim Chief Executive Officer and Secretary, entered into a securities

purchase agreement (the “Purchase Agreement”) with an investor, Datuk Dr.

Doris Wong Sing Ee (the “Investor”)

pursuant to which the Investor agreed to purchase all 1,000,000 shares of Series C Convertible Preferred Stock, and 1,745,262 of the

2,100,000 shares of Series D Convertible Preferred Stock, currently held by Lazar, so that Purchaser would hold seventy percent (70%)

of the fully diluted issued and outstanding shares of the Company.

The Purchase Agreement closed on February 26, 2025 (the “Closing

Additionally, the Investor succeeded to all of Lazar’s rights and interests under that certain securities purchase

agreement between the Lazar and the Company dated January 2, 2025.

Securities were convertible into shares of the common stock, par value $0.001 per share (the “Common Stock”) of the Company

at the election of the Investor as follows:

(i) the 1,000,000 shares of the Series C were convertible into 11,042 shares of Common Stock,

and (ii) 1,745,262 of the Series D were convertible into 799,911 shares of Common Stock.

On the Closing Date, the Investor exercised

the conversion rights related to the Series C and Series D shares into Common Stock in full resulting in the Investor owning 810,952

shares of Common Stock.

May 12, 2025, the Company effected a one-for-sixteen reverse stock split of its common stock and subsequently on July 7, 2025, effected

a further one-for-fifteen reverse stock split of its common stock.

All share and per share data for all periods presented in the consolidated

financial statements have been retrospectively adjusted to give effect to these reverse stock splits, consistent with the treatment followed

by other public companies in similar circumstances.

of Cyclacel Limited

Historically,

the Company’s clinical research programs were conducted through Cyclacel Limited, a wholly owned subsidiary of the Company, and

all intellectual property and rights to those programs were owned by that entity.

On January 31, 2025, the creditors voluntary liquidation

of Cyclacel Limited was announced in the London Gazette, one of the official public records of the government of the United Kingdom.

Upon the commencement of the liquidation of the Cyclacel Limited, the Company lost operational and strategic control over the Cyclacel

Limited and its financial results have been deconsolidated from Company as of January 31, 2025.

On the date of deconsolidation, stockholders’

equity increased by approximately $4.9 million.

the creditors’ voluntary liquidation of Cyclacel Limited, the Company intended to focus on the development of the plogosertib (“Plogo”)

clinical program only.

Accordingly, on March 10, 2025, the Company repurchased certain assets related to Plogo from Cyclacel Limited

with the approval of the joint liquidator in exchange for approximately $0.3 million in cash.

On October 6, 2025, the Company entered

into an Asset Purchase Agreement (the “Purchase Agreement”) with Tethra Biosciences Inc., a Delaware corporation (the “Buyer”).

Under the terms of the Purchase Agreement, the Company agreed to sell, and the Buyer agreed to purchase, certain assets, including all

patent rights of the Company related to Plogo for a purchase price of $300,000, plus a further potential Milestone payment (as defined

in the Purchase Agreement) of $170,000.

Limited’s other drug development program, fadraciclib, continues to be marketed for sale by the joint liquidator.

The Company has

no plans at this time to repurchase any rights to or assets of the fadraciclib program.

of FITTERS Diversified Berhad

May 6, 2025, and as amended on July 7, 2025, the Company entered into an Exchange Agreement (collectively, the “Exchange Agreement”)

with FITTERS Diversified Berhad (9318.KL;

“FITTERS”), an investment holding company engaged, through its subsidiaries, in

the business of the sale of fire safety materials, equipment and fire prevention systems, “Waste-To-Resource” services and

real estate development and construction.

Pursuant to the Exchange Agreement, all of the ordinary shares owned by FITTERS of its wholly-owned

subsidiary, Fitters Sdn.

Bhd., a Malaysia-based private limited company (“Fitters Sub”) were to be exchanged for common stock,

par value $0.001, of the Company (the “Purchaser Stock”), and Fitters Sub would continue as a wholly-owned subsidiary of

the Company (the “Transaction”).

As part of the Transaction, BGMS would issue an amount of Purchaser Stock equal to 19.99

percent, or 699,158 of its common shares and BGMS stockholders would own approximately 80.01% of the combined company.

Following the

closing of the Transaction on September 12, 2025, the Company’s common shares continued to be listed on the Nasdaq Capital Market

under a new ticker symbol (BGMS) and Cyclacel Pharmaceuticals Inc.

was renamed Bio Green Med Solution, Inc.

our sale of Plogo and the closing of the Transaction on September 12, 2025, we now specialize in the supply and trading of protective

and fire safety equipment providing a wide range of fire safety products, including fire extinguishers, foam system, fire-resistant doors,

personal protective equipment, and fire safety apparel.

Our mission is to deliver high-quality, certified safety solutions that enhance

protection across commercial, industrial, healthcare, and residential sectors with a focus on trading and distribution to position us

as a key player in Malaysia’s fire safety market, with a reputation for reliability and compliance with stringent regulatory standards.

principal executive office is located at Level 10, Tower 11, Avenue 5, No.

8, Jalan Kerinchi, Kuala Lumpur, Malaysia, and our telephone

number is (908) 955-0526.

Our website address is www.bgmsglobal.com.

The information contained on, or that can be accessed through, our

website is not part of, and is not incorporated by reference into, this Annual Report.

our acquisition of Fitters Sdn.

on September 12, 2025, we recognized $0.7 million of revenue for the year ended December 31, 2025

in relation to the provision of fire safety and protection equipment.

2024, we recognized revenue of $43,000 related to the recovery of clinical manufacturing costs associated with an investigator sponsored

study managed by Cedars Sinai Medical Center.

We are no longer in the pharmaceutical development business and will not generate any revenues

from this activity in the future.

Requirements and Going Concern

of December 31, 2025, we had cash and cash equivalents of $3.5 million We have incurred losses since our inception and as of December

31, 2025, we had an accumulated deficit of $454.4 million.

We expect to continue to incur operating losses for the foreseeable near term

future funding requirements will depend on many factors, including but not limited to:

costs of acquiring or investing in new businesses;

ability to continue generating sufficient revenues and margins from the sale of fire safety equipment;

the timely cash receipts from revenue generation;

effect of competing technological and market developments;

economic and other terms and timing of any collaboration, licensing or other arrangements into which we may enter.

we can generate a sufficient amount of product revenue to finance our cash requirements, which we may never do, we expect to finance

future cash needs primarily through public or private equity offerings, debt financings or strategic collaborations.

Although we are

not reliant on institutional credit finance and therefore not subject to debt covenant compliance requirements or potential withdrawal

of credit by banks, we are reliant on the availability of funds and activity in equity markets.

We do not know whether additional funding

will be available on acceptable terms, or at all.

If we are not able to secure additional funding when needed, we may have to reduce

the scope of or eliminate one or more of our products or make changes to our operating plan.

our inception, we have relied primarily on the proceeds from sales of common and preferred equity securities to finance our operations

and internal growth.

Additional funding has come through research and development tax credits, government grants, the sale of product

rights, interest on investments, licensing revenue, royalty income, and a limited amount of product revenue from operations discontinued

in September 2012.

discussed in Note 1 of the Notes to the Consolidated Financial Statements accompanying this Annual Report on Form 10-K, under ASC Topic

205-40, Presentation of Financial Statements - Going Concern , management is required at each reporting period to evaluate whether

there are conditions and events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue

as a going concern within one year after the date that the financial statements are issued.

This evaluation initially does not take into

consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial

statements are issued.

on our current operating plan, we anticipate that our cash and cash equivalents of $3.5 million as of December 31, 2025, will allow us

to meet our liquidity requirements into the third quarter of 2026.

We continue to work to raise additional capital however as of the

date of the Consolidated Financial Statements accompanying this Annual Report on Form 10-K, there is no guarantee that we will be able

to raise additional funds to extend operations beyond the third quarter of 2026.

Our history of losses, our negative cash flows from

operations, our liquidity resources currently on hand, and our dependence on the ability to obtain additional financing to fund our operations

after the current resources are exhausted, about which there can be no certainty, have resulted in our assessment that there is substantial

doubt about our ability to continue as a going concern for a period of at least twelve months from the issuance date of this Annual Report

on Form 10-K.

While we have plans in place to mitigate this risk, which primarily consist of raising additional capital through a combination

of public or private equity or debt financings or by entering into partnership agreements, there is no guarantee that we will be successful

in these mitigation efforts.

to Sell Securities

November 5, 2025, we entered into a Warrant Exchange Agreement (the “Exchange Agreement”) with certain accredited investors

(the “Holders”) of certain existing warrants (the “Exchanged Warrants”) to purchase an aggregate of 1,402,605

shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).

The Exchanged Warrants were

originally issued pursuant to a securities purchase agreement, dated as of June 20, 2025 by and between us and each Holder.

to the Exchange Agreement, we agreed to exchange with the Holders, respectively, the Exchanged Warrants for an aggregate of 1,402,605

shares of Common Stock (the “New Shares”).

We recorded a deemed dividend of approximately $9.5 million representing the difference

between the fair value of the New Shares and the fair value of the Exchanged Warrants on the exchange date.

September 4, 2025, we entered into a separate Warrant Exchange Agreement (the “September Exchange Agreement”) with certain

accredited investors (the “Holders”) of existing Series C common stock purchase warrants (the “September Exchanged

Warrants”) to purchase an aggregate of 559,395 shares of the Company’s common stock, par value $0.001 per share (the “Common

The September Exchanged Warrants were originally issued pursuant to a securities purchase agreement, dated as of June

20, 2025 by and between us and each Holder.

Pursuant to the September Exchange Agreement, we agreed to exchange with the Holders, respectively,

the September Exchanged Warrants for an aggregate of 559,395 shares of Common Stock (the “September New Shares”).

a deemed dividend of approximately $1.5 million representing the difference between the fair value of the September New Shares and the

fair value of the September Exchanged Warrants on the exchange date.

June 20, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors

(the “Investors”), pursuant to which the Investors agreed to purchase an aggregate of 3,000,000 shares of Series F Convertible

Preferred Stock (the “Series F Preferred Stock”) at a purchase price of $1.00 per share for aggregate gross proceeds of $3,000,000,

subject to the terms and conditions of the Purchase Agreement.

In connection with the transaction, we issued a series A common stock

purchase warrant, series B common stock purchase warrant and series C common stock purchase warrant to each Investor (collectively, the

The proceeds of the transaction were used for general corporate and operating purposes.

sum, the Investors agreed to invest a total of $3,000,000 at the closing of the transactions under the Purchase Agreement in exchange

for an aggregate of 3,000,000 shares of Series F Preferred Stock and 1,962,000 Warrants, which occurred on or about June 20, 2025 (the

share of Series F Preferred Stock was convertible into 0.218 shares of the Company’s common stock, par value $0.001 per share (“Common

All 3,000,000 shares of Series F Preferred Stock were converted into 654,000 shares of Common Stock during 2025.

series A common stock purchase warrants entitle each Investor to purchase 218,000 shares of Common Stock at an exercise price of $7.65

per share with an expiration date five years from the date of issuance.

The series B common stock purchase warrants entitle each Investor

to purchase 218,000 shares of Common Stock at an exercise price of $9.00 per share with an expiration date five years from the date of

The series C common stock purchase warrants entitle each Investor to purchase 218,000 shares of Common Stock of the Company

at an exercise price of $10.20 per share with an expiration date five years from the date of issuance.

March 21, 2025, we entered into a Securities Purchase Agreement (the “March Purchase Agreement”) with certain accredited

investors (the “Investors”), pursuant to which the Investors agreed to purchase 1,000,000 shares of Series E Convertible

Preferred Stock (the “Series E Preferred Stock”) at a purchase price of $1.00 per share for aggregate gross proceeds of $1

million, subject to the terms and conditions of the Purchase Agreement.

The proceeds of the transaction were used for general corporate

and operating purposes.

share of Series E Preferred Stock was convertible into 0.458333 shares of the Company’s common stock, par value $0.001 per share

(“Common Stock”).

All 1,000,000 shares of Series E Preferred Stock were converted into 458,333 shares of Common Stock during

On February 5, 2025, we entered into a securities purchase agreement (the

“February Purchase Agreement”) with Helena Special Opportunities 1 Ltd.

Under this agreement, we have

the right, but not the obligation, to sell to Helena up to the lesser of (i) $25 million of newly issued shares (the “Purchase Shares”)

of our Common Stock and (ii) the Exchange Cap (as defined below).

As consideration for Helena’s execution and delivery of the February

Purchase Agreement, we issued Helena shares of our Common Stock having a value of approximately $125,000 (the “Commitment Shares”

and, together with the Purchase Shares, the “Securities”).

Specifically, we issued to Helena (i) on the trading day immediately

following execution of the Purchase Agreement, 758 shares of Common Stock with a value of about $62,500 and (ii) 90 days later, 885 shares

of Common Stock also with a value of approximately $62,500.

The shares issued were based on the volume weighted average price of our Common

stock over the three trading days preceding each issuance.

The average of those volume weighted average prices is known as the “Commitment

Share Reference Price” in the February Purchase Agreement.

The sum of the shares issued pursuant to clauses (i) and (ii) above is

referred to as the “Original Commitment Fee Share Amount”.

If the closing price of our Common Stock on the trading day immediately

preceding the one-year anniversary of the execution date is less than the Commitment Share Reference Price, we must issue to Helena additional

shares of Common Stock as Commitment Shares (the “Make-Whole Shares”) promptly following such one-year anniversary.

of Make-Whole Shares to be issued will be equal to the quotient obtained by dividing (a) $125,000, by (b) the closing price of the Common

Stock on the trading day immediately preceding the one-year anniversary of the execution date, minus the Original Commitment Fee Share

In lieu of delivering the Make-Whole Shares, the Company may elect to pay to the Investor the cash value of the Make-Whole Shares

by paying to the Investor a cash payment equal to the closing price of the Common Stock on the trading day immediately preceding the one-year

anniversary of the execution date multiplied by the Make-Whole Share Amount.

In February 2026, we issued to Helena an additional 119,136

shares of Common Stock as Make-Whole Shares.

Until March 2028, we may direct Helena to purchase a specified number of shares of Common Stock (a “Fixed Purchase”)

generally at a purchase price equal to 95% of the daily volume weighted average price (the “VWAP”) of the Common Stock for

the two business days immediately preceding the applicable Purchase Date for such Fixed Purchase, so long as the previous business day’s

closing sale price of the Common Stock was equal to or greater than $0.20 (each, a “Purchase Date”).

If we make certain issuances of our securities within a specified period

of time after a Purchase Date and such securities are issued at prices (the “New Issuance Price”) less than the prices to

be paid by Helena, the purchase price paid by Helena at each appliable Purchase Date would be reduced to the New Issuance Price, subject

to the terms and conditions set forth in the February Purchase Agreement.

There are standard beneficial ownership limitations on the number of shares that Helena can own.

As we seek funding from alternative sources, we have no immediate or near term plans to issue shares under the February

Purchase Agreement.

On February 20, 2025, we amended, through addendum, our securities purchase

agreement (the “Lazar Purchase Agreement”) with David Lazar (the “Purchaser”), its interim Chief Executive Officer,

which was initially entered into on February 4, 2025 (the “Amendment”).

Pursuant to the Lazar Purchase Agreement, we had the

right, but not the obligation, to direct the Purchaser, until September 30, 2026, to purchase up to $8,000,000 (the “Aggregate Purchase

Price”) of shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company (the “Shares”)

in one or more private placement offerings.

The applicable purchase price was to be the greater of (i) the consolidated closing bid price

immediately prior to the entry into the Lazar Purchase Agreement and (ii) the consolidated closing bid price on the Trading Day (as defined

in the Lazar Purchase Agreement) immediately preceding the applicable Purchase Date (as defined in the Lazar Purchase Agreement).

not issue any shares of our Common Stock under this agreement.

January 2, 2025, we entered into a Securities Purchase Agreement (the “January Purchase Agreement”) with David E.

pursuant to which he agreed to purchase from the Company 1,000,000 shares of Series C Convertible Preferred Stock (the “Series

C Preferred Stock”) and 2,100,000 shares of Series D Convertible Preferred Stock (the “Series D Preferred Stock” and,

together with the Series C Preferred Stock, the “Preferred Stock”) of the Company at a purchase price of $1.00 per share

for aggregate gross proceeds of $3.1 million, subject to the terms and conditions of the Purchase Agreement.

The proceeds of the transaction

were used to repay and settle outstanding liabilities of the Company and for other general corporate and operating purposes.

share of Series C Preferred Stock was convertible into 0.11 shares of the Company’s common stock, par value $0.001 per share (“Common

Stock”), and each share of Series D Preferred Stock was convertible into 0.458333 shares of Common Stock.

All 1,000,000 shares

of Series C Preferred Stock were converted into 11,042 shares of Common Stock during 2025, and all 2,100,000 shares of Series D Preferred

Stock were converted into 962,500 shares of Common Stock during 2025.

November 13, 2024, we entered into a letter agreement (the “Warrant Exercise and Reload Agreement”) with the holder (the

“Holder”) of its issued and outstanding Series B Warrants (the “Prior Warrants”) to purchase an aggregate of

20,703 shares of Common Stock, offering the Holder the opportunity to exercise all of its Prior Warrants for cash at a reduced exercise

price equal to $99.60 per share provided the Prior Warrants were exercised in full for cash on or before 12:30 P.M.

Eastern Time on the

date of the Warrant Exercise and Reload Agreement.

In consideration for the exercise of the Prior Warrants, the Holder received new unregistered

Series C Warrants (the “Series C Warrants”) exercisable for up to an aggregate of 41,407 shares of common stock (the “Series

C Warrant Shares”) and new unregistered Series D Warrants (the “Series D Warrants” and, together with the Series C

Warrants, the “New Warrants”) exercisable for up to an aggregate of 41,407 shares of common stock (the “Series D Warrant

Shares” and, together with the Series C Warrant Shares, the “New Warrant Shares”).

The Series C Warrants are exercisable

for a period of five and one-half (5.5) years following the Stockholder Approval Date and the Series D Warrants are exercisable beginning

on the Stockholder Approval Date for a period of eighteen (18) months.

The New Warrants each have an exercise price of $99.60 per share.

The shares of common stock issued upon exercise of the Prior Warrants are registered pursuant to an effective registration statement on Form S-1 (No.

On April 30, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) for the issuance and sale in a private placement (the “Private Placement”) of (i) 145,000 shares of the Company’s common stock, (ii) pre-funded warrants to purchase up to 4,823,945 shares of common stock (the “Pre-Funded Warrants”), (iii) series A warrants to purchase up to 4,968,945 shares of common stock (the “Series A Warrants”), and (iv) series B warrants to purchase up to 4,968,945 shares of common stock (the “Series B

Warrants” and together with the Series A Warrants, the “Common Warrants”).

The purchase price of each share of common stock and associated Common Warrants was $1.61 and the purchase price of each Pre-Funded Warrant and associated Common Warrants was $1.6099.

The Common Warrants are exercisable immediately upon issuance at an exercise price of $1.36 per share.

The Series A Warrants will expire five and one-half years from the date of issuance and the Series B Warrants will expire eighteen months from the date of issuance.

The Pre-Funded Warrants are exercisable immediately upon issuance at an exercise price of $0.0001 per share and may be exercised at any time until the Pre-Funded Warrants are exercised in full.

A holder of Pre-Funded Warrants or Common Warrants (together with its affiliates) may not exercise any portion of such warrants to the extent that the holder would own more than 4.99% (or, at the election of the holder 9.99%) of the Company’s outstanding common stock immediately after exercise.

In connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of April 30, 2024, with the Purchaser, pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the securities issued in the Private Placement.

On December 21, 2023, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors (the “Purchasers”).

Pursuant to the Securities Purchase Agreement, we agreed to sell in a registered direct offering (“Registered Direct Offering”) 168,500 shares (“Shares”) of our common stock and pre-funded warrants (“Pre-Funded Warrants”) to purchase up to 219,700 shares of common stock.

The Pre-Funded Warrants have an exercise price of $0.001 per share and are immediately exercisable and can be exercised at any time after their original issuance until such Pre-Funded Warrants are exercised in full.

Each Share was sold at a price of $3.315 and each Pre-Funded Warrant was sold at a price of $3.314 (equal to the purchase price per Share minus the exercise price of the Pre-Funded Warrant).

Pursuant to the Securities Purchase Agreement, in a concurrent private placement (together with the Registered Direct Offering, the “Offerings”), we also agreed to issue to the Purchasers unregistered warrants (“Common Warrants”) to purchase up to 388,200 shares of common stock.

Each Common Warrant has an exercise price of $3.19 per share, is exercisable immediately following their original issuance and will expire seven years from the original issuance date.

The closing of the offering occurred on December 26, 2023, and the net proceeds to us were approximately $1.0 million, after deducting placement agent fees and other offering expenses payable by us.

Ladenburg Thalmann & Co.

(the “Placement Agent”) acted as the exclusive placement agent for the Offerings, pursuant to a placement agency agreement dated December 21, 2023, by and between us and the Placement Agent.

On December 21, 2023, in a separate concurrent insider private placement (the “Insider Private Placement”), we also entered into a Securities Purchase Agreement with certain of our executive officers (the “Insider Securities Purchase Agreement”) pursuant to which we agreed to sell in a private placement (i) 6,070 shares of common stock and warrants to purchase 6,070 shares of common stock on the same terms as the Common Warrants issued to the Purchasers in the Offerings to Spiro Rombotis, our Chief Executive Officer, and (ii) 1,886 shares of common stock and warrants to purchase 1,886 shares of common stock on the same terms as the Common Warrants issued to the Purchasers in the Offerings to Paul McBarron, our Executive Vice President-Finance, Chief Financial Officer and Chief Operating Officer.

Each such share of common stock and accompanying warrant was sold at a purchase price of $3.315, which was the same purchase price for the Shares sold in the Registered Direct Offering.

On August 12, 2021, we entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co.

("Cantor"), pursuant to which we could issue and sell, from time to time, shares of our common stock having an aggregate offering price of up to $50.0 million through Cantor as the sales agent.

Cantor could sell our common stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act.

On August 12, 2022, we became aware that the shelf registration statement on Form S-3 (file number 333-231923) (the “Registration Statement”) associated with this Sales Agreement had expired on June 21, 2022.

Prior to becoming aware of the expiration, but following the expiration, we sold an aggregate of 132,473 shares of our common stock at market prices for aggregate proceeds of approximately $2,721,187.

The sale of these shares were subject to potential

rescission rights by certain stockholders.

As a result of these rescission rights, we classified 207,807 shares (including 75,333 previously issued and outstanding shares sold for which the Company did not receive proceeds and which were reclassified to temporary equity as of September 30, 2022), with an aggregate redemption value of $4,494,496 of our common stock as stock outside stockholders equity.

We also restated our loss per share as a result of $135,000 of associated fees not initially accounted for as accretion to the maximum redemption amount of the shares subject to potential rescission.

During the third quarter of 2023, upon expiration of the rescission rights and with no claims or demands to exercise such rights, we reclassified all 207,807 shares back to permanent equity.

In all periods presented, the shares subject to the rescission rights were treated as issued and outstanding for purposes of earnings per share and general financial reporting.

Dividend on Preferred Stock

On January 29, 2025, the Board of Directors of Cyclacel Pharmaceuticals, Inc.

(the “Company”) passed a resolution to suspend payment of the quarterly cash dividend on the Company’s 6% Convertible Exchangeable Preferred Stock (the “Preferred Stock”) scheduled for February 1, 2025.

The quarterly cash dividend payments were suspended for payments scheduled for May 1, 2024, August 1, 2024 and November 1, 2024.

The Board of Directors will continue to evaluate the payment of a quarterly cash dividend on a quarterly basis.

Results of Operations

Years Ended December 31, 2024 and 2023

Results of Continuing Operations

The following table summarizes the revenues for years ended December 31, 2024 and 2023 (in thousands except percentages):

The shares of common stock issued upon exercise of the Prior Warrants are registered pursuant to an effective registration statement

on Form S-1 (No.

April 30, 2024, we entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor

(the “Purchaser”) for the issuance and sale in a private placement (the “Private Placement”) of (i) 604 shares

of the Company’s common stock, (ii) pre-funded warrants to purchase up to 20,099 shares of common stock (the “Pre-Funded

Warrants”), (iii) series A warrants to purchase up to 20,703 shares of common stock (the “Series A Warrants”), and

(iv) series B warrants to purchase up to 20,703 shares of common stock (the “Series B Warrants” and together with the Series

A Warrants, the “Common Warrants”).

The purchase price of each share of common stock and associated Common Warrants was $386.40

and the purchase price of each Pre-Funded Warrant and associated Common Warrants was $386.38.

Common Warrants were exercisable immediately upon issuance at an exercise price of $326.40 per share.

The Series A Warrants will expire

five and one-half years from the date of issuance and the Series B Warrants will expire eighteen months from the date of issuance.

Pre-Funded Warrants were exercisable immediately upon issuance at an exercise price of $0.024 per share and were entirely exercised by

the end of 2024.

on Preferred Stock

January 12, 2026, the Board of Directors of Bio Green Med Solution, Inc.

(the “Company”) declared a quarterly cash dividend

of $0.15 per share on the Company’s 6% Convertible Exchangeable Preferred Stock (the “Preferred Stock”).

was paid on February 1, 2026, to Preferred Stock stockholders of record as of the close of business on January 22, 2026.

of Operations

Ended December 31, 2025 and 2024

of Continuing Operations

following table summarizes the revenues for years ended December 31, 2025 and 2024 (in thousands except percentages):

Year ended December 31,

Product Sales – Fire Safety

Clinical trial supply

Total Revenue

We recognize recognized $43,000 of revenue for the year ended December 31, 2024.

This revenue relates to recovery of clinical manufacturing costs associated with an investigator sponsored study managed by Cedars-Sinai Medical Center.

We recognized $420,000 of revenue for the comparative period in 2023.

We do not expect to report revenue for the foreseeable future.

Research and development

We expense all research and development costs as they are incurred.

our acquisition of Fitters Sdn.

On September 12, 2025, we recognized $0.7 million of revenue for the year ended December 31, 2025

in relation to the provision of fire safety and protection equipment.

recognized $0 of revenue relating to clinical trial supply for the year ended December 31, 2025 and $43,000 for the comparative period

This revenue relates to recovery of clinical manufacturing costs associated with an investigator sponsored study managed by

Cedars-Sinai Medical Center.

We expect our revenues in fire safety in general to grow modestly in the near term, but expect more elevated growth

in revenues for fire safety equipment, to service the rapid expansion of data centers in Southern Malaysia.

do not expect to report clinical trial supply or any other pharmaceutical development revenue for the foreseeable future.

following table summarizes the cost of sales for the years ended December 31, 2025 and 2024 (in thousands except percentages):

Cost of sales

cost of sales represented 7% and 0% of our operating expenses for the years ended December 31, 2025 and 2024, respectively.

Our gross margins across all revenue streams approximate to 19% of gross revenues.

Around 80% of our gross margins

are generated from low margin product sales with the remaining 20% generated from higher margin maintenance and service revenues.

not expect the product mix or margins to change significantly in the near term.

We are, however, susceptible to potential increased costs

brought about by geo-political events such as adverse movements in world oil prices.

and development

expense all research and development costs as they are incurred.

Research and development expenses primarily include:

● Clinical trial and regulatory-related costs;

● Payroll and personnel-related expenses, including consultants and contract research organizations;

● Preclinical studies and materials;

● Technology license costs;

● Stock-based compensation;

● Rent and facility expenses for our office.

The following table provides information with respect to our research and development expenditures for the years ended December 31, 2024 and 2023 (in thousands except percentages):

trial and regulatory-related costs;

and personnel-related expenses, including consultants and contract research organizations;

studies and materials;

license costs;

compensation;

and facility expenses for the portion of our office housing research and development personnel.

following table provides information with respect to our research and development expenditures for the years ended December 31, 2025

and 2024 (in thousands except percentages):

Transcriptional Regulation (fadraciclib)

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Total research and development expenses

Research and development expenses represented 55% and 74% of our operating expenses for the years ended December 31, 2024 and 2023, respectively.

Research and development expenses decreased by $12.5 million from $19.2 million for the year ended December 31, 2023 to $6.7 million for the year ended December 31, 2024.

Expenditure for the transcriptional regulation program decreased by $8.4 million for the year ending December 31, 2024 relative to the respective comparative period.

This decrease was primarily due to a decrease in clinical trial costs of $2.4 million associated with the temporary halt in the Phase 1/2 study in hematological malignancies, the completion of a bioequivalence and tox studies during the prior year of $2.1 million, reduction in manufacturing costs of $3.5 million and other non-clinical expenditure of $0.4 million.

Research and development expenses relating to Plogo decreased by $3.4 million for the year ending December 31, 2024 relative to the respective comparative period.

This decrease was primarily due to a decrease in clinical trial costs of $1.6 million associated with the progression of clinical trials for the evaluation of Plogo in Phase 1/2 studies, a decrease in manufacturing costs of $0.5 million, employment costs of $0.6 million and other non-clinical expenditure of $0.7 million.

We anticipate that overall research and development expenses for the year ended December 31, 2025 will decrease significantly compared to the year ended December 31, 2024 as we focus on our Plogo clinical program.

There will be no expenditure related to fadraciclib as the program is being marketed for sale by the joint liquidator of the Subsidiary.

General and administrative

General and administrative expenses include costs for administrative personnel, legal and other professional expenses and general corporate expenses.

The following table summarizes the total general and administrative expenses for the years ended December 31, 2024 and 2023 (in thousands except percentages):

and development expenses represented 9% and 55% of our operating expenses for the years ended December 31, 2025 and 2024, respectively.

and development expenses decreased by $5.8 million from $6.7 million for the year ended December 31, 2024 to $0.9 million for the year

ended December 31, 2025.

Expenditure for the transcriptional regulation program ceased as a result of the Company’s UK subsidiary,

Cyclacel Limited, being liquidated on January 24, 2025.

Research and development expenses relating to plogosertib decreased by $1.1 million

relative to the respective comparative period while we paused our clinical trials and explored alternative salt, oral formulation with

improved bioavailability.

the liquidation of Cyclacel Limited, and therefore the loss of ownership of our transcriptional regulation program, coupled with the

sale of our remaining anti-mitotic asset, plogosertib in early October 2025, we do not expect to incur any further material research

and development expenditures.

and administrative

and administrative expenses include costs for administrative personnel, legal and other professional expenses and general corporate expenses.

The following table summarizes the total general and administrative expenses for the years ended December 31, 2025 and 2024 (in thousands

except percentages):

Total general and administrative expenses

Total general and administrative expenses represented 45% and 26% of our operating expenses for the years ended December 31, 2024 and 2023, respectively.

Our general and administrative expenditures decreased by $1.3 million from $6.7 million for the year ended December 31, 2023 to $5.4 million for the year ended December 31, 2024.

This decrease was primarily due to reduction in stock compensation costs of $0.5 million, employment related costs of $0.2 million, corporate reporting costs of $0.2 million and investor relation costs of $0.2 million against the comparative prior period.

We expect general and administrative expenditures for the year ended December 31, 2025 to reduce significantly compared to the year ended December 31, 2024 following the deconsolidation of the UK Subsidiary and elimination of related expenditures.

Other expense, net

The following table summarizes the other income (expense) for years ended December 31, 2024 and 2023 (in thousands except percentages):

Foreign exchange losses

general and administrative expenses represented 84% and 45% of our operating expenses for the years ended December 31, 2025 and 2024,

respectively.

general and administrative expenditures increased by $2.3 million from $5.4 million for the year ended December 31, 2024 to $7.7 million

for the year ended December 31, 2025.

This increase was primarily due to several one-time costs associated with the two changes of control

of the Company;

primarily stock compensation expense of $1.3 million, D&O insurance costs of $0.7 million, and compensation expense

of $0.3 million.

The acquisition of Fitters Sdn.

On September 12, 2025, resulted in a further $0.1m of general and administrative

expenditures during the year ended December 31, 2025.

expect general and administrative expenditures for the year ended December 31, 2026 to reduce significantly compared to the year ended

December 31, 2025 following the deconsolidation of Cyclacel Limited and elimination of nonrecurring costs related to two changes of control.

following table summarizes the other income (expense) for years ended December 31, 2025 and 2024 (in thousands except percentages):

Foreign exchange gains (losses)

Interest income

Gain on deconsolidation of subsidiary

Other income, net

Total other income (expense), net

Total other expense, net, increased by $108,000 from an expense of $98,000 for the year ended December 31, 2023 to an income of $10,000 for the year ended December 31, 2024.

The decrease in other expense, net primarily relates to a reduction in interest income of $254,000 as a direct result of holding lower cash balances during 2024.

Other income, net relates to royalties receivable under a December 2005 Asset Purchase Agreement, or APA, whereby Xcyte Therapies, Inc., or Xcyte (a business acquired by us in March 2006) sold through the APA and other related agreements certain assets and intellectual property which are not related to our product development plans to ThermoFisher Scientific Company, or TSC.

Accordingly, we presented $52,000 and $50,000 as other income received from TSC during the years ended December 31, 2024 and 2023 respectively.

We have no knowledge of TSC’s activities and cannot predict when we may receive income under the APA, if any.

Foreign exchange losses

Foreign exchange losses increased by $360,000 to a loss of $54,000 for the year ended December 31, 2024 compared to a loss of $414,000 for the year ended December 31, 2023.

We have intercompany loans in place between our parent company based in New Jersey and our subsidiary based in Scotland.

The intercompany loans outstanding are not expected to be repaid in the foreseeable future and the nature of the funding advanced is of a long-term investment nature.

Therefore, all unrealized foreign exchange gains or losses arising on the intercompany loans are recognized in other comprehensive income until repayment of the intercompany loan becomes foreseeable.

Unfavorable unrealized foreign exchange movements related to intercompany loans resulted in a loss of $2.9 million for the year ended December 31, 2024 compared to a gain of $12.6 million for the year ended December 31, 2023.

Other income (expense), net will continue to be impacted by changes in foreign exchange rates and the receipt of income under the APA.

As we are not in control of sales made by TSC, we are unable to estimate the level and timing of income under the APA, if any.

As a result of the liquidation of the UK subsidiary in January 2025, the intercompany loans will be written off as part of the deconsolidation process.

The accumulated translation adjustments currently recorded in other comprehensive income within equity will be reversed and recorded as part of the gain/loss from deconsolidation of the subsidiary.

Income tax benefit

We record research and development tax credits within income taxes.

Credit is taken for research and development tax credits, which are claimed from the United Kingdom’s taxation and customs authority (HMRC), in respect of qualifying research and development costs incurred.

The following table summarizes total income tax benefit from such credits for the years ended December 31, 2024 and 2023 (in thousands except percentages):

Total income tax benefit

The income tax benefit decreased significantly by approximately $2.2 million, from $3.0 million for the year ended December 31, 2023 to $0.8 million for the year ended December 31, 2024, due to the ineligibility to recover qualifying research and developments expenditure incurred during 2024.

The $0.8 million tax benefit in 2024 relates to a deferred claim based on 2023 qualifying research and development expenditure.

The level of tax credits recoverable is linked directly to qualifying research and development expenditure incurred in any one year and the availability of trading losses.

We do not expect to continue to be eligible to receive United Kingdom research and development tax credits for the year ending December 31, 2025

Liquidity and Capital Resources

The following is a summary of our key liquidity measures as of December 31, 2024 and 2023 (in thousands):

other income, net, increased by $5.4 million from $10,000 for the year ended December 31, 2024 to $5.4 million for the year ended

December 31, 2025.

The increase in other income, net primarily relates to the liquidation of our formerly wholly owned subsidiary

Cyclacel Limited, and the subsequent deconsolidation thereof in January 2025, which resulted in a $4.9 million gain on

deconsolidation.

Other income, net relates primarily to $0.3 million received from the sale of our research and development

anti-mitotic asset, plogosertib in early October 2025.

Furthermore, we received royalties under a December 2005 Asset Purchase

Agreement, or APA, whereby Xcyte Therapies, Inc., or Xcyte (a business acquired by us in March 2006) sold through the APA and other

related agreements certain assets and intellectual property which are not related to our product development plans to ThermoFisher

Scientific Company, or TSC.

Accordingly, we presented $0 and $52,000 as other income received from TSC during the years ended

December 31, 2025 and 2024 respectively.

We have no knowledge of TSC’s activities and cannot predict when we may receive

income under the APA, if any.

exchange losses

foreign exchange movements increased by $127,000 to a gain of $73,000 for the year ended December 31, 2025 compared to a loss of $54,000

for the year ended December 31, 2024.

Historically,

we have had intercompany loans in place between our parent company and our former subsidiary based in the UK.

As a result of the liquidation

of the UK subsidiary in January 2025, the intercompany loans have been forgiven.

The accumulated translation adjustments previously recorded

in other comprehensive income within equity have been reclassified from accumulated other comprehensive income and recorded as part of

the gain/loss from deconsolidation of the subsidiary.

record research and development tax credits within income taxes.

Credit is taken for research and development tax credits, which are

claimed from the United Kingdom’s taxation and customs authority (HMRC), in respect of qualifying research and development costs

following table summarizes total income tax benefit from such credits for the years ended December 31, 2025 and 2024 (in thousands except

percentages):

Income tax benefit (charge)

Total income tax benefit (charge)

income tax benefit decreased significantly by approximately $0.8 million, from $0.8 million benefit for the year ended December 31, 2024

to $7,000 charge for the year ended December 31, 2025, due to the ineligibility to recover in 2025 qualifying research and developments

expenditure incurred during 2024.

The level of tax credits recoverable is linked directly to qualifying research and development expenditure

incurred in any one year and the availability of trading losses.

the liquidation of the UK Subsidiary, we are no longer eligible to receive United Kingdom research and development tax credits.

and Capital Resources

following is a summary of our key liquidity measures as of December 31, 2025 and 2024 (in thousands):

Cash and cash equivalents

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Total working capital (deficit)

Cash provided by (used in) operating, investing and financing activities for the years ended December 31, 2024 and 2023 is summarized as follows (in thousands):

provided by (used in) operating, investing and financing activities for the years ended December 31, 2025 and 2024 is summarized as follows

(in thousands):

Year Ended December 31,

2 unchanged sentences

Net cash provided by financing activities

Operating activities

Net cash used in operating activities decreased by $8.1 million, from $16.1 million for the year ended December 31, 2023 to $8.0 million for the year ended December 31, 2024.

The decrease in cash used by operating activities was primarily the result of a decrease in net loss of $11.3 million, offset by a change in working capital of $2.3 million and stock based compensation of $0.9 million.

The $2.3 million change in working capital was primarily due to receivables for research and development tax credits.

A cash receipt of approximately $3.7 million in research and development tax credit was received during the year ended December 31, 2024.

Investing activities

There was no net cash used in investing activities for the year ended December 31, 2024 and $6,000 in capital expenditures on information technology (“IT”) during the respective comparative period.

Financing activities

Net cash provided by financing activities was $7.8 million for the year ended December 31, 2024 as a direct result of receiving approximately:

- $6.2 million, net of expenses, from the issuance of common stock and warrants under a Securities Purchase Agreement with an institutional investor,

cash used in operating activities decreased by $3.1 million, from $8.0 million for the year ended December 31, 2024 to $4.8 million for

the year ended December 31, 2025.

The decrease in cash used by operating activities was primarily the result of a decrease in net loss

of $8.3 million, and add backs for non-cash stock based compensation of $1.7 million.

Offsetting these movements was a gain on deconsolidation

of Cyclacel Limited of $4.9 million.

In addition, we experienced an $11.9 million change in working capital primarily related to the

settlement of accounts payable and accrued liabilities associated with our former UK subsidiary Cyclacel Limited.

was no net cash used in investing activities for either of the years ended December 31, 2025 and December 31, 2024.

cash provided by financing activities was $5.3 million for the year ended December 31, 2025 as a direct result of receiving approximately

$6.4 million, net of expenses, from the issuance of preferred stock under Securities Purchase Agreements, offset by:

million in net payments under the November 2024 Warrant Exchange Agreement, as amended.

million in dividend payments to the holders of our 6% Convertible Exchangeable Preferred Stock

cash provided by financing activities was $7.8 million for the year ended December 31, 2024 as a direct result of receiving approximately:

million, net of expenses, from the issuance of common stock and warrants under a Securities Purchase Agreement with an institutional

million in net proceeds from a warrant exercise and reload agreement

Net cash provided by financing activities was $0.8 million for the year ended December 31, 2023 as a direct result of receiving approximately:

- $1.0 million in net proceeds from the issuance of common stock and pre-funded warrants pursuant to the Registered Direct Offering,

- offset by dividend payments of approximately $0.2 million to the holders of our 6% Convertible Exchangeable Preferred Stock in 2023 that were not paid in 2024.

Contractual Obligations

The following table summarizes our long-term contractual obligations as of December 31, 2024 (in thousands):

following table summarizes our long-term contractual obligations as of December 31, 2025 (in thousands):

Payments Due by Period

Operating Lease Obligations (1)

(1) Operating lease obligations relates to leasing office space at our Berkeley Heights, New Jersey location.

The lease for our Berkeley Heights location, which was entered into in April 2022, has been terminated, effective January 31, 2025.

Effective March 1, 2025, the Company entered into a two year lease agreement for our corporate headquarters at Level 10, Tower 11, Avenue 5, No.

8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.

Off-Balance Sheet Arrangements

Since our inception, we have not had any off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or variable interest entities, which are typically established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Recently Issued Accounting Pronouncements

Please see Note 2 to the consolidated financial statements for a discussion of the potential effects that recently issued, but not yet effective, accounting standards will have on our financial statements when adopted in a future period.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities.

lease obligations relates to leasing office space at our Kuala Lumpur, Malaysia location.

Effective March 1, 2025, the Company entered

into a two year lease agreement for our corporate headquarters at Level 10, Tower 11, Avenue 5, No.

8, Jalan Kerinchi, 59200 Kuala

Lumpur, Malaysia.

Following the acquisition of Fitters Sdn Bhd on September 12, 2025, the Company has three additional facilities

in Malaysia, all on short term lease agreements.

Sheet Arrangements

our inception, we have not had any off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships,

such as entities often referred to as structured finance or variable interest entities, which are typically established for the purpose

of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Issued Accounting Pronouncements

see Note 2 to the consolidated financial statements for a discussion of the potential effects that recently issued, but not yet effective,

accounting standards will have on our financial statements when adopted in a future period.

Accounting Policies and Estimates

discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared

in accordance with accounting principles generally accepted in the United States.

The preparation of these financial statements requires

us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent

assets and liabilities.

We review our estimates on an ongoing basis.

We base our estimates on historical experience and on various other factors that we believe to be reasonable under the circumstances.

We base our estimates on historical experience and on various other

factors that we believe to be reasonable under the circumstances.

Actual results may differ from these estimates.

We believe the judgments and estimates required by the following accounting policies to be critical in the preparation of our consolidated financial statements.

Our significant accounting policies are more fully described in Note 2 to our consolidated financial statements included elsewhere in this report.

We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of our consolidated financial statements.

Accrued Research and Development Costs

Accrued research and development costs comprise our best estimates related to the cost of clinical trials, laboratory, and manufacturing activities that were incurred, but not paid or invoiced, as of the end of a reporting period.

Data management and monitoring of our clinical trials are performed with the assistance of contract research organizations, or CROs, or clinical research associates, or CRAs, in accordance with our standard operating procedures.

Typically, CROs and CRAs bill monthly for services performed, or based upon milestones achieved.

We accrue unbilled clinical trial expenses based on estimates of the level of services performed each period.

Moreover, clinical trial costs related to patient enrollment are accrued as patients are entered into and progress through the trial.

We also perform outsourced laboratory and manufacturing activities.

We accrue for unbilled laboratory and manufacturing activities performed by third parties based on estimates of their progress towards completing the requested tasks.

As of December 31, 2024, we accrued $1.3 million research and development costs, that we have estimated to have been incurred as of year-end but had not been invoiced.

This represents approximately 20% of our total research and development expense for the year ended December 31, 2024.

As of December 31, 2023, we accrued $3.7 million research and development costs, that we have estimated to have been incurred as of year-end but had not been invoiced.

This represents approximately 19% of our total research and development expense for the year ended December 31, 2023.

When recording these accruals, we must make judgments about the progress of our various clinical activities.

We (as well as our CROs and CRAs) are reliant on information being provided timely and accurately by the multitude of clinics and hospitals where the studies are being conducted, some of which are located internationally.

We must also make estimates about the progress our third-party vendors are making towards completing laboratory and manufacturing activities.

Stock-based Compensation

We grant stock options, restricted stock units and restricted stock to officers, employees, directors and consultants under our 2018 Equity Incentive Plan (the 2018 Plan) and the 2020 Inducement Equity Incentive Plan.

We measure compensation cost for all stock-based awards at fair value on date of grant and recognize compensation over the requisite service period.

The fair value of restricted stock and restricted stock units is determined based on the number of

shares granted and the quoted price of our common stock on the date of grant.

The determination of grant-date fair value for stock option awards is estimated using an option-pricing model, which includes variables such as the expected volatility of our share price, the anticipated exercise behavior of our employees, interest rates, and dividend yields.

These variables are projected based on our historical data, experience, and other factors.

Changes in any of these variables could result in significant adjustments to the costs recognized for share-based payments.

We believe the judgments

and estimates required by the following accounting policies to be critical in the preparation of our consolidated financial statements.

significant accounting policies are more fully described in Note 2 to our consolidated financial statements included elsewhere in this

We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation

of our consolidated financial statements.

of Net Assets Acquired and Goodwill

We recognize the

identifiable assets acquired and the liabilities assumed at their acquisition-date fair values, based on the price that would be received

from the sale of such assets, or paid to transfer such liabilities, in an orderly transaction between market participants per the principles

of ASC 820, Fair Value Measurement.

Goodwill primarily represents the value of the assembled workforce and synergies that cannot be individually

identified and recognized as a separate intangible asset.

grant stock options, restricted stock units and restricted stock to officers, employees, directors and consultants under our 2018 Equity

Incentive Plan (the 2018 Plan) and the 2020 Inducement Equity Incentive Plan.

We measure compensation cost for all stock-based awards

at fair value on date of grant and recognize compensation over the requisite service period.

The fair value of restricted stock and restricted

stock units is determined based on the number of shares granted and the quoted price of our common stock on the date of grant.

The determination

of grant-date fair value for stock option awards is estimated using an option-pricing model, which includes variables such as the expected

volatility of our share price, the anticipated exercise behavior of our employees, interest rates, and dividend yields.

These variables

are projected based on our historical data, experience, and other factors.

Changes in any of these variables could result in significant

adjustments to the costs recognized for share-based payments.

Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide information response to this item.

a smaller reporting company, we are not required to provide information response to this item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis