What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-30 compared with 2025-04-02 · 1055 added, 662 removed, 225 unchanged (88% of the section changed)

Financial Statements and Supplementary Data

INDEX TO CYCLACEL PHARMACEUTICALS, INC.

TO BIO GREEN MED SOLUTION, INC.

FINANCIAL STATEMENTS

6 unchanged sentences

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and the Stockholders of Cyclacel Pharmaceuticals, Inc.

OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS

We have audited the accompanying consolidated balance sheet of Cyclacel Pharmaceuticals, Inc.

and its subsidiaries (the “Company”) as of December 31, 2024, and the related consolidated statements of operations (loss) and other comprehensive loss, stockholders’ equity and cash flows for the year then ended, and the related notes to the consolidated financial statements (collectively, the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

SUBSTANTIAL DOUBT ABOUT THE COMPANY’S ABILITY TO CONTINUE AS A GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company does not currently have sufficient funds to complete development and commercialization and has a limited cash balance as of December 31, 2024.

This raises substantial doubt about the Company’s ability to continue as a going concern.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and the Stockholders of Bio Green Med Solution, Inc.

(Formerly known as Cyclacel Pharmaceuticals, Inc.)

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheet of Bio Green Med Solution, Inc.

(Formerly known as Cyclacel Pharmaceuticals,

Inc.) and its subsidiary (collectively, the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements

of operations (loss) and other comprehensive loss, stockholders’ equity and cash flows for each of the years ended December 31,

2025 and 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion,

the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2025 and 2024, and the results of its operations and its cash flows for each of the years ended December 31, 2025 and 2024, in conformity

with accounting principles generally accepted in the United States of America.

doubt about the Company’s ability to continue as a going concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 1 to the financial statements, the Company does not currently have sufficient funds to extend operations

and has a limited cash balance as of December 31, 2025 and 2024.

This raises substantial doubt about the Company’s ability to continue

as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

BASIS FOR OPINION

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the United States federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

CRITICAL AUDIT MATTERS

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

CRITICAL TRIAL ACCRUAL AND EXPENSES

As discussed in Notes 2 and 9 of the consolidated financial statements, the Company’s total accrued expenses for research and development were $1.3 million at December 31, 2024, which included the estimated obligation for pre-clinical and clinical trial expenses incurred as of December 31, 2024, but not paid as of that date.

The Company’s clinical trial expenses are based on the Company’s estimates of the level of services performed each period pursuant agreements with third parties that conduct research and development on the Company’s behalf, which results in an accrual or prepaid at period end.

We identified the Company’s accrued clinical trial expenses as a critical audit matter because auditing the application of significant management judgment over the estimate of services provided but not yet invoiced required significant audit effort and a high degree of auditor judgment and subjectivity to evaluate the audit evidence obtained.

Specifically, the amount of accrued clinical trial expenses recognized is dependent on the availability of information to make the estimate, including information from multiple sources, the level of effort expended as of the balance sheet date and the associated cost of such services.

Additionally, due to the timing of invoicing received from third parties, the actual amounts incurred are not typically known on the date the Company issues its financial statements.

Our audit procedures to evaluate the Company’s estimate of services incurred as of period end pursuant to its clinical trials included, among others:

● We tested the accuracy and completeness of the underlying data used in the estimates and evaluated the significant assumptions stated above that are used by management to estimate the recorded amounts.

● To evaluate the completeness and valuation of the accrual clinical trial expenses, we compared invoices received by the Company subsequent to December 31, 2024, to the amounts recognized by the Company as of that date.

● We inspected the Company’s contracts with third parties and any pending change orders to assess the impact to the amounts recorded.

/s/ Bush & Associates CPA LLC

We have served as the Company’s auditor since 2024.

Henderson, Nevada

April 2, 2025

PCAOB ID Number 6797

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Cyclacel Pharmaceuticals, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Cyclacel Pharmaceuticals, Inc.

and its subsidiaries (the Company) as of December 31, 2023, the related consolidated statements of operations (loss), other comprehensive loss, stockholders’ equity and cash flows for the year then ended, and the related notes to the consolidated financial statement (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying 2023 consolidated financial statements were prepared assuming that the Company would continue as a going concern.

As discussed in Note 1 to the 2023 financial statements, the Company did not have sufficient funds to complete development and commercialization and had a limited cash balance as of December 31, 2023.

This raised substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters were also described in Note 1 to the 2023 financial statements.

The 2023 financial statements did not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ( PCAOB ) and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ RSM US LLP

We served as the Company’s auditor from 2013 through 2024.

New York, New York

March 21, 2024

CYCLACEL PHARMACEUTICALS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

SFAI Malaysia PLT

have served as the Company’s auditor since 2025.

ID Number 7167

GREEN MED SOLUTION, INC.

BALANCE SHEETS

thousands, except share and per share amounts)

Current assets:

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other current assets

2 unchanged sentences

Right-of-use lease asset

Non-current deposits

Non-current assets

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

4 unchanged sentences

Lease liability

Other liabilities

Total liabilities

3 unchanged sentences

6 % Convertible Exchangeable preferred stock;

135,273 shares issued and outstanding at December 31, 2024 and 335,273 shares issued and outstanding at December 31, 2023.

135,273 shares issued and outstanding at December 31, 2025 and December 31, 2024.

Aggregate preference in liquidation of $ 1,717,967 as of December 31, 2025 and $ 4,006,512 as of December 31, 2024

3 unchanged sentences

0 shares issued and outstanding at December 31, 2025 and 119,000 shares issued and outstanding at December 31, 2024

Preferred stock, value

Common stock, $ 0.001 par value;

100,000,000 shares authorized at December 31, 2024 and December 31, 2023;

600,000,000 shares authorized at December 31, 2025 and 100,000,000 shares authorized at December 31, 2024;

5,400,320 shares issued and outstanding at December 31, 2025 and 36,913 shares issued and outstanding at December 31, 2024

4 unchanged sentences

Total liabilities and stockholders’ equity (deficit)

The accompanying notes are an integral part of these consolidated financial statements.

CYCLACEL PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (LOSS)

(In thousands, except share and per share amounts)

accompanying notes are an integral part of these consolidated financial statements.

GREEN MED SOLUTION, INC.

STATEMENTS OF OPERATIONS (LOSS)

thousands, except share and per share amounts)

Product Revenue – Fire Safety

Clinical trial supply

Operating expenses:

Cost of sales

Research and development

2 unchanged sentences

Operating loss

Other expense:

Other income (expense):

Foreign exchange losses

Interest income

Gain on deconsolidation of former subsidiary

Other income, net

Total other income (expense), net

Total other income, net

Loss before taxes

Income tax benefit

Income tax benefit / (provision)

Dividend on convertible exchangeable preferred shares

Deemed dividend on warrant exchange

Net loss applicable to common shareholders

1 unchanged sentence

Net loss per share – basic and diluted (common shareholders)

The accompanying notes are an integral part of these consolidated financial statements.

CYCLACEL PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

Weighted average common shares outstanding

accompanying notes are an integral part of these consolidated financial statements.

GREEN MED SOLUTION, INC.

STATEMENTS OF COMPREHENSIVE LOSS

Translation adjustment

Unrealized foreign exchange gain (loss) on intercompany loans

Unrealized foreign exchange loss on intercompany loans

Comprehensive loss

The accompanying notes are an integral part of these consolidated financial statements.

CYCLACEL PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share amounts)

accompanying notes are an integral part of these consolidated financial statements.

GREEN MED SOLUTION, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

thousands, except share amounts)

Preferred Stock

2 unchanged sentences

Balances at December 31, 2023

Issue of common stock and pre-funded warrants in Securities Purchase Agreement In Registered Direct Offering, net of expenses

$ ( 428,282 )

Issue of common stock, preferred stock and associated warrants on underwritten offering, net of expenses

Conversion of series B Preferred stock

Reclassification of redeemable common stock

Conversion of series 6 % Convertible Exchangeable Preferred

Warrant Exercises

Stock-based compensation

Preferred stock dividends

Stock-based compensation, shares

Unrealized foreign exchange on intercompany loans

2 unchanged sentences

Balances at December 31, 2024

Issue of common stock, preferred stock and associated warrants on underwritten offering, net of expenses

Conversion of series B Preferred stock

Conversion of series 6 % Convertible Exchangeable Preferred

Warrant Exercises

$ ( 439,494 )

Expenses related to Securities Purchase Agreement In Private Placement

Issue of common stock on Securities Purchase Agreement

Issue of common stock on share exchange agreement to purchase Fitters Sdn.

Exercise of Pre-Funded & Common Warrants

Payment made under the Warrant Exchange Amendment

Issue of common stock on Warrant Exchange Agreements

Stock-based compensation

Preferred stock dividends

Issue of Series C preferred stock

Series C Preferred stock conversions

( 1,000,000 )

Issue of Series D preferred stock

Series D Preferred stock conversions

( 2,100,000 )

Issue of Series E preferred stock

Series E Preferred stock conversions

( 1,000,000 )

Issue of Series F preferred stock

Series F Preferred stock conversions

( 3,000,000 )

Cancellation of fraction shares

Unrealized foreign exchange on intercompany loans

Translation adjustment

Reclassification of accumulated translation adjustments upon deconsolidation of subsidiary

Loss for the period

Balances at December 31, 2025

The accompanying notes are an integral part of these consolidated financial statements.

CYCLACEL PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

$ ( 454,411 )

accompanying notes are an integral part of these consolidated financial statements.

GREEN MED SOLUTION, INC.

STATEMENTS OF CASH FLOWS

Operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Gain on deconsolidation of subsidiary

Stock-based compensation

1 unchanged sentence

Changes in operating assets and liabilities:

Accounts receivable, net

Prepaid expenses and other assets

6 unchanged sentences

Proceeds, net of issuance costs, from issuing common stock and pre-funded warrants, net

Payment made under the Warrant Exchange Amendment

Proceeds from the exercise of stock options and warrants, net of issuance costs

Payment of preferred stock dividend

Net cash provided by (used) in financing activities

Net cash provided by in financing activities

Effect of exchange rate changes on cash and cash equivalents

3 unchanged sentences

Supplemental cash flow information:

Non cash financing activities:

Issuance of shares in acquisition of Fitters Sdn.

Warrant Exchange

Cash received during the period for:

1 unchanged sentence

Cash paid during the period for:

Non cash financing activities:

Accrual of preferred stock dividends

The accompanying notes are an integral part of these consolidated financial statements.

CYCLACEL PHARMACEUTICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Subsequent Events

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

Financing and Restructuring Activities

On January 2, 2025 the Company entered into a securities purchase agreement with investor David 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 purpo ses.

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.

Therefore fadraciclib, the Subsidiary’s other drug development program, is being marketed for sale by the liquidators 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.

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 $ 5.6 million, will be reported in the Company’s Form 10-Q for the three months ended March 31, 2025.

On Febr uary 4, 2025, the Company entered into a securities purchase agreement with investor David Lazar, f or the issuance and sale in a private placement of up to $ 8,000,000 of shares of common stock, par value $ 0.001 per share of the Company.

The Company shall have the right, but not the obligation, to direct the Purchaser, by delivering written notice thereof from time to time and until September 30, 2026, to purchase up to the Aggregate Purchase Price of Shares at a purchase price equal to the greater of (i) the consolidated closing bid price immediately prior to the entry of this Agreement and (ii) the consolidated closing bid price on the business day immediately preceding the applicable purchase date.

Unless otherwise agreed by the Company and the Purchaser, the Company’s right to cause the Purchaser to purchase the Shares pursuant to the Lazar Purchase Agreement must be exercised in either $ 1,000,000 or $ 2,000,000 increments.

On February 5, 2025, the Company entered into a securities purchase agreement with Helena Special Opportunities 1 Ltd.

(“Helena”), pursuant to which the Company, subject to the restrictions and satisfaction of the conditions in the purchase agreement, has the right, but not the obligation, to sell to Helena, and Helena is obligated to purchase, up to the lesser of (i) $ 25 million of newly issued shares of the Company’s Common Stock and (ii) the Exchange Cap (as defined in the agreement).

The Company held a special meeting of stockholders (the “ Special Meeting ”) on February 6, 2025 at which, among other matters, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1 :4 and not more than 1 :16 (the “2025 Reverse Stock Split”) such ratio and the implementation and timing of such Reverse Stock Split to be determined in the discretion of the Company’s Board of Directors (the “Board”).

The 2025 Reverse Stock Split is expected to be implemented by the Board in or around May 2025.

On February 26, 2025, David Lazar, the Company’s interim Chief Executive Officer, interim principal financial officer, interim principal accounting officer, and Secretary, provided notice of his resignation as Chief Executive Officer and Secretary of the Company effective February 26, 2025.

Lazar will continue his role as co-principal financial officer and co-principal accounting officer to assist with the transition of the Company’s new Chief Financial Officer, as discussed below.

Mr Lazar’s resignation was not the result of any disagreement between Mr.

Lazar and the Company on any matter relating to the Company’s operations, policies or practices.

In connection with Mr.

Lazar’s departure, he will not be eligible to receive any severance benefits or any performance based bonus compensation for the 2025 partial year.

On February 11, 2025, David E.

Lazar (the “Seller”), the interim Chief Executive Officer and Secretary of the Company, 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 1,000,000 shares of Series C Convertible Preferred Stock of the Company, $ 0.0001 par value per share (the “Series C”) and such number of the 2,100,000 shares of Series D Convertible Preferred Stock of the Company, $ 0.0001 par value per share (the “Series D”) currently held by Seller so that Purchaser shall hold seventy percent (70%) of the issued and outstanding shares of the Company, which resulted in the issuance of 1,745,262 shares of Series D (collectively, the Series C and Series D are the “Securities”).

The transaction contemplated by the Purchase Agreement closed on February 26, 2025 (the “Closing Date”).

Additionally, the Investor purchased and succeeded to all of the Seller’s rights and interests under that certain securities purchase agreement between the Seller and the Company dated January 2, 2025.

On the Closing Date, the Seller issued written notice to the Company to exercise the conversion rights related to the Series C and Series D shares into Common Stock of the Company registered in the Investor’s name, as follows:

(i) the conversion of 1,000,000 shares of Series C into 2,650,000 shares of Common Stock of the Company;

and (ii) the conversion of 1,745,262 shares of Series D into 191,978,820 shares of Common Stock of the Company.

Effective as of February 26, 2025, the Board appointed Datuk Dr.

Doris Wong Sing Ee, as Chief Executive Officer and, in such role, she will serve as the Company’s principal executive officer.

Doris Wong Sing Ee was also elected to the Board of the Company as of that date.

Effective as of February 26, 2025, the Board appointed Kiu Cu Seng, as Chief Financial Officer and, in such role, he will serve as the Company’s co-principal financial officer and co-principal accounting officer along with David Lazar until the effective date of his resignation on the earlier of the filing date of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024 or March 31, 2025, as discussed above.

The Company’s Board also appointed Mr.

Kiu as Executive Director and Secretary.

On March 10, 2025, the Company entered into an agreement for the Sale and Purchase of Certain Assets (the “Purchase Agreement”) with Cyclacel Limited, a United Kingdom-based wholly owned subsidiary of the Company that is currently in liquidation (“Cyclacel Limited”), along with the joint liquidator of Cyclacel Limited effective as of January 24, 2025 (the “Liquidators”).

Under the terms of the Purchase Agreement, the Company agreed to purchase, and Cyclacel Limited agreed to sell, with the approval of the Liquidators, certain assets (the “Assets”) of Cyclacel Limited related to Plogosertib, a polo-like kinase 1 (PLK 1) inhibitor for treatment of advanced cancers and hematological malignancies (“Plogo”) , for a purchase price of £ 250,000 (exclusive of VAT) .

On March 21, 2025 the Company entered into securities purchase agreements with a consortium of investors, pursuant to which they agreed to purchase from the Company 1,000,000 shares of Series E Convertible Preferred Stock of Cyclacel at a purchase price of $ 1.00 per share for aggregate gross proceeds of $ 1.0 million, subject to the terms and conditions of the Agreements.

The proceeds of the transactions will be used for general corporate and operating purpo ses.

Stock-Based Compensation

On January 2, 2025, Mr.

Spiro Rombotis resigned as Chief Executive Officer of the Company and the Board of Directors appointed Mr.

Lazar as interim Chief Executive Officer of the Company, effective as of the signing of the Purchase Agreement.

Lazar will serve as the Company’s principal executive officer and principal financial officer until his successor is appointed.

On this date, the Board also appointed Messrs.

David Natan and Avraham Ben-Tzvi as

members of the Board of Directors.

Robert Spiegel, Dr.

Christopher Henney, Dr.

Brian Schwartz, Dr.

Kenneth Ferguson and Ms.

Karin Walker (together, the “Resigning Directors”) resigned effective as of January 2, 2025.

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 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.

On February 26, 2025, the following directors of the Company tendered their resignation or notice of resignation from the Board:

Barker resigned as an independent director effectively immediately;

(ii) Avraham Ben-Tzvi provided notice that his resignation as an independent director will be effective upon the earlier of the filing date of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2024 or March 31, 2025;

(iii) Paul McBarron resigned as a non-independent director effective immediately;

(iv) David Natan provided notice that his resignation as an independent director will be effective upon the earlier of the filing date of the Company’s annual report

on Form 10-K for the fiscal year ended December 31, 2024 or March 31, 2025;

and (iv) Spiro Rombotis resigned as a non-independent director effective immediately.

All nonvested stock based compensation awards were (or will be) forfeited immediately as of the dates of resignation.

As the Company accounts for forfeitures as they occur, the Company will report an adjustment to compensation expense in the first quarter of 2025 to reflect the difference between the compensation expense recorded to date and the cost that should have been recorded given the number of awards that ultimately vested.

The Company does not expect the amount of this adjustment to be significant.

accompanying notes are an integral part of these consolidated financial statements.

GREEN MED SOLUTION, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

Organization of the Company and Basis of Presentation

Cyclacel Pharmaceuticals, Inc.

(“Cyclacel” or “the Company”) is a clinical-stage biopharmaceutical company developing innovative cancer medicines based on cell cycle and mitosis control biology.

Cyclacel is a pioneer company in the field of cancer cell cycle biology with a vision to improve patient healthcare by translating insights in cancer biology into medicines that can overcome resistance and ultimately increase a patient’s overall survival.

As of December 31, 2024, substantially all efforts of the Company to date have been devoted to performing research and development, conducting clinical trials, developing and acquiring intellectual property, raising capital and recruiting and training personnel.

The Company is subject to risks and uncertainties common to early-stage companies in the biopharmaceutical industry, including, but not limited to, the fact that drug candidates developed by the Company typically will require approvals or clearances from the U.S.

Food and Drug Administration, the European Medicines Agency or other similar regulatory agencies in other countries prior to commercial sales.

There can be no assurance that the Company’s drug candidates will receive any of the required approvals or clearances.

If any of the Company’s drug candidates are denied approval or clearance or such approval is delayed, or if the Company is unable to obtain the necessary financing to complete development and approval, there will be a material adverse impact on the Company’s financial condition and results of operations.

Through December 31, 2024, the Company has funded all of its operations and capital expenditures with proceeds from the issuance of public equity securities, private placements of securities, government grants, research and development tax credits, interest on investments, royalty income, product revenue and licensing revenue.

The Company has incurred recurring losses since its inception, including net losses of $ 11.2 million and $ 22.6 million for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, the Company had an accumulated deficit of $ 439.5 million.

The Company expects to continue to generate operating losses for the foreseeable future due to, among other things, costs related to the clinical development of its drug candidate, its preclinical programs and its administrative organization.

Going Concern

Pursuant to the requirements of Accounting Standard Codification (ASC) 205-40, Presentation of Financial Statements-Going Concern , management is required at each reporting period to evaluate whether there are conditions or 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.

When substantial doubt exists under this methodology, management evaluates whether the mitigating effects of its plans sufficiently alleviate the substantial doubt about the Company’s ability to continue as a going concern.

The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern for one year after the date that these financial statements are issued.

In performing its analysis, management excluded certain elements of its operating plan that cannot be considered probable.

Under ASC 205-40, the future receipts of potential funding from future equity or debt issuances or by entering into partnership agreements cannot be considered probable at this time because these plans are not entirely

within the Company’s control nor have they been approved by the Board of Directors as of the date of these consolidated financial statements.

Based on the Company’s current operating plan, it is anticipated that cash and cash equivalents of $ 3.1 million as of December 31, 2024 will allow it to meet liquidity requirements into the second quarter of 2025.

The Company continues to work to raise additional capital however as of the date of these financial statements there is no guarantee that the Company will be able to raise additional funds to extend operations beyond the second quarter of 2025.

The Company’s history of losses, negative cash flows from operations, liquid resources currently on hand, and dependence on the ability to obtain additional financing to fund its operations, about which there can be no certainty, have resulted in the assessment that there is substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the issuance date of these financial statements.

While the Company has 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 it will be successful in these mitigation efforts.The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP and include the financial statements of Cyclacel Pharmaceuticals, Inc.

and all of the Company’s wholly owned subsidiaries.

Green Med Solution, Inc.

(“BGMS” or “the Company”) is engaged primarily in the fire safety and protection industry

through its wholly owned subsidiary Fitters Sdn.

(“FITTERS”), a Malaysia-based group specializing in fire protection

products and services.

December 31, 2025, the Company has funded all of its operations and capital expenditures with proceeds from the issuance of public

equity securities, private placements of securities, government grants, research and development tax credits, interest on

investments, royalty income, product revenue and licensing revenue.

The Company has incurred recurring losses since its inception,

including net losses of $ 3.0

million and $ 11.2

million for the years ended December 31, 2025 and 2024 respectively.

As of December 31, 2025, the Company had an accumulated deficit

The Company expects to continue to generate operating losses for the near term as it builds and expands its

portfolio of businesses and improves operating margins at FITTERS.

Company is subject to risks and uncertainties common to small market capitalization companies.

If the Company is unable to obtain the

necessary financing to build and expand its asset portfolio, there will be a material adverse impact on the Company’s financial

condition and results of operations.

to the requirements of Accounting Standard Codification (ASC) 205-40, Presentation of Financial Statements-Going Concern , management

is required at each reporting period to evaluate whether there are conditions or 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

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.

When substantial doubt exists under this methodology,

management evaluates whether the mitigating effects of its plans sufficiently alleviate the substantial doubt about the Company’s

ability to continue as a going concern.

The mitigating effect of management’s plans, however, is only considered if both (1) it

is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and

(2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about

the entity’s ability to continue as a going concern for one year after the date that these financial statements are issued.

performing its analysis, management excluded certain elements of its operating plan that cannot be considered probable.

Under ASC 205-40,

the future receipts of potential funding from future equity or debt issuances or by entering into partnership agreements cannot be considered

probable at this time because these plans are not entirely within the Company’s control nor have they been approved by the Board

of Directors as of the date of these consolidated financial statements.

on the Company’s current operating plan, it is anticipated that cash and cash equivalents of $ 3.5 million as of December 31, 2025

will allow it to meet liquidity requirements into the third quarter of 2026.

The Company continues to work to raise additional capital

however as of the date of these financial statements there is no guarantee that the Company will be able to raise additional funds to

extend operations beyond the third quarter of 2026.

The Company’s history of losses, negative cash flows from operations, liquid

resources currently on hand, and dependence on the ability to obtain additional financing to fund its operations, about which there can

be no certainty, have resulted in the assessment that there is substantial doubt about the Company’s ability to continue as a going

concern for a period of at least twelve months from the issuance date of these financial statements.

While the Company has 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 it will be successful in these mitigation efforts.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets

and the satisfaction of liabilities in the normal course of business.

of Presentation

accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the

United States of America, or GAAP and include the financial statements of Bio Green Med Solution, Inc.

and all of the Company’s

wholly owned subsidiaries.

All intercompany accounts and transactions have been eliminated.

Reverse Stock Split

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

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

The 2025 Reverse Stock Split is expected to be implemented by the Board in or around May 2025.

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.

Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and related disclosures of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period.

Critical estimates include inputs used to determine clinical trial accruals and stock-based compensation expense.

Cyclacel reviews its estimates on an ongoing basis.

The estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances.

preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets, liabilities and related disclosures of contingent assets and liabilities at the date of the financial statements and

the reported expenses during the reporting period.

Critical estimates include inputs used to determine clinical trial accruals and stock-based

compensation expense.

The Company reviews its estimates on an ongoing basis.

The estimates are based on historical experience and on

various other assumptions that the Company believes to be reasonable under the circumstances.

Actual results may differ from these estimates.

Cyclacel believes the judgments and estimates required by the following accounting policies to be significant in the preparation of the Company’s consolidated financial statements.

Foreign Currency and Currency Translation

Transactions that are denominated in a foreign currency are remeasured into the functional currency at the current exchange rate on the date of the transaction.

Any foreign currency-denominated monetary assets and liabilities are

subsequently remeasured at current exchange rates, with gains or losses recognized as foreign exchange (losses) gains in the statement of operations.

The assets and liabilities of the Company’s international subsidiary are translated from its functional currency into United States dollars at exchange rates prevailing at the balance sheet date.

Average rates of exchange during the period are used to translate the statement of operations, while historical rates of exchange are used to translate any equity transactions.

Translation adjustments arising on consolidation due to differences between average rates and balance sheet rates, as well as unrealized foreign exchange gains or losses arising from translation of intercompany loans for which settlement is not planned or anticipated in the foreseeable future and that are of a long-term-investment nature, are recorded in other comprehensive loss.

As discussed in the subsequent events note, the foreign subsidiary will be liquidated.

Upon loss of control of the foreign subsidiary, 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.

Cash and Cash Equivalents

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents.

The Company considers all highly liquid investments with an original maturity of three months or less at the time of initial purchase to be cash equivalents.

The objectives of the Company’s cash management policy are to safeguard and preserve funds, to maintain sufficient liquidity to meet Cyclacel’s cash flow requirements and to attain a market rate of return.

The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents.

The Company’s cash and cash equivalents balance at December 31, 2024 was $ 3.1 million and it maintains its cash accounts in several entities both within the United States and the United Kingdom.

The cash balances for amounts held in the United States are insured by the Federal Deposit Insurance Corporation, or FDIC up to $ 250,000 per account.

The Company has cash balances exceeding the balance insured by the FDIC that totaled approximately $ 2.8 million at December 31, 2024.

The cash balances for amounts held in the United Kingdom are insured by the UK Government Financial Services Compensation Scheme, or FSCS up to £ 85,000 per account.

The Company does not have cash balances exceeding the balance insured by the FSCS at December 31, 2024.

Property and Equipment

The components of property and equipment are stated at cost and depreciated on a straight-line basis over the estimated useful lives of the related assets, which are generally three to five years .

Amortization of leasehold improvements is performed using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the related assets.

Upon sale or retirement of assets, the costs and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss on sale is reflected as a component of operating income or loss.

Expenditures for maintenance and repairs are charged to operating expenses as incurred.

Impairment of Long-lived Assets

The Company reviews property and equipment for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable.

The Company assesses the recoverability of the potentially affected long-lived assets by determining whether the carrying value of such assets can be recovered through undiscounted future operating cash flows.

Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset or asset group exceeds its fair value.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company believes the judgments and estimates required by the following accounting policies to be significant in the preparation of

the Company’s consolidated financial statements.

Currency and Currency Translation

that are denominated in a foreign currency are remeasured into the functional currency at the current exchange rate on the date of the

Any foreign currency-denominated monetary assets and liabilities are subsequently remeasured at current exchange rates,

with gains or losses recognized as foreign exchange (losses) gains in the statement of operations.

assets and liabilities of the Company’s international subsidiaries are translated from its functional currency into United States

dollars at exchange rates prevailing at the balance sheet date.

Average rates of exchange during the period are used to translate the

statement of operations, while historical rates of exchange are used to translate any equity transactions.

Translation adjustments arising

on consolidation due to differences between average rates and balance sheet rates, as well as unrealized foreign exchange gains or losses

arising from translation of intercompany loans for which settlement is not planned or anticipated in the foreseeable future and that

are of a long-term-investment nature, are recorded in other comprehensive loss.

2025, the Company deconsolidated a foreign operation based in the United Kingdom.

Upon loss of control of the foreign subsidiary, the

accumulated translation adjustments recorded in other comprehensive income within equity were recycled as part of the gain on deconsolidation

of former subsidiary.

and Cash Equivalents

instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents.

Company considers all highly liquid investments with an original maturity of three months or less at the time of initial purchase to

be cash equivalents.

The objectives of the Company’s cash management policy are to safeguard and preserve funds, to maintain sufficient

liquidity to meet the Company’s cash flow requirements and to attain a market rate of return.

The Company deposits its cash in

financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe

it is exposed to any significant credit risk on cash and cash equivalents.

Company’s cash and cash equivalents balance at December 31, 2025 was $ 3.5 million and it maintains its cash accounts in several

entities both within the United States as well as Malaysia and the United Kingdom.

The cash balances for amounts held in the United States

are insured by the Federal Deposit Insurance Corporation, or FDIC up to $ 250,000 per account.

The Company has cash balances exceeding

the balance insured by the FDIC that totaled approximately $ 0.1 million at December 31, 2025.

The cash balances for amounts held in the

United Kingdom are insured by the UK Government Financial Services Compensation Scheme, or FSCS up to £ 85,000 per account.

Company does not have cash balances exceeding the balance insured by the FSCS at December 31, 2025.

and Equipment

components of property and equipment are stated at cost and depreciated on a straight-line basis over the estimated useful lives of the

related assets, which are generally 3 three to five years .

Amortization of leasehold improvements is performed using the straight-line

method over the shorter of the remaining lease term or the estimated useful life of the related assets.

Upon sale or retirement of assets,

the costs and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss on

sale is reflected as a component of operating income or loss.

Expenditures for maintenance and repairs are charged to operating expenses

of Long-lived Assets

Company reviews property and equipment for impairment whenever events or changes in business circumstances indicate that the carrying

amount of the assets may not be fully recoverable.

The Company assesses the recoverability of the potentially affected long-lived assets

by determining whether the carrying value of such assets can be recovered through undiscounted future operating cash flows.

if any, is measured as the amount by which the carrying amount of a long-lived asset or asset group exceeds its fair value.

represents the cost of acquired businesses in excess of the fair value of net identifiable assets acquired.

Goodwill is not amortized

but is tested for impairment on an annual basis on July 1 of each fiscal year, or more frequently if events or changes in circumstances

indicate that the carrying amount of a reporting unit exceeds its fair value.

The quantitative goodwill impairment test compares the

fair value of a reporting unit with its carrying amount.

If the fair value of the reporting unit exceeds its carrying amount, goodwill

is considered not impaired.

If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an

amount equal to that excess, not to exceed the total amount of goodwill allocated to that reporting unit.

Company operates in a single operating segment and has just one reporting unit.

The Company did not perform a goodwill impairment test

in 2025 as the goodwill recognized in the financial statements resulted from the September 2025 acquisition of FITTERS, and there were

no events or changes in circumstances indicating that the carrying amount of the goodwill was not recoverable in the few months post-acquisition.

Value of Financial Instruments

value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal

or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

Assets and liabilities measured at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

● Level 1 — Quoted prices in active markets for identical assets or liabilities.

● Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

● Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The carrying values of cash and cash equivalents, other receivables, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities.

The Company is managed and operated as one business which is focused on using cell cycle, transcriptional regulation and mitosis control biology to develop innovative, targeted medicines for cancer and other proliferative diseases.

Assets and liabilities measured at fair value are classified and disclosed in one of the following three levels of the fair value hierarchy,

of which the first two are considered observable and the last is considered unobservable:

1 — Quoted prices in active markets for identical assets or liabilities.

2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar

assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs

that are observable or can be corroborated by observable market data.

3 — Unobservable inputs that are supported by little or no market activity that are significant to determining

the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

carrying values of cash and cash equivalents, accounts receivables, accounts payable and accrued expenses approximate their fair values

due to the short-term nature of these assets and liabilities.

Company is managed and operated as one business which is currently focused on the sale and distribution of fire safety materials, equipment

and fire prevention systems.

The entire business is managed by a single management team that reports to the Chief Executive Officer.

Historically, the Company has not operated separate lines of business with respect to any of its products or product candidates and the Company did not prepare discrete financial information with respect to separate products or product candidates or by location through December 31, 2024.

Accordingly, the Company has viewed its business historically as one reportable operating segment with development operations in two geographic areas, namely the United States and the United Kingdom.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers .

The Company has not generated any revenues from product sales to date.

However, the Company 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 (“CSMC”).

There were $ 420,000 of revenues recognized for the comparative period in 2023.

All revenues from this customer are recognized at the point in time that the related clinical supply are transferred to CSMC and CSMC obtains control over the goods.

The arrangements with CSMC comprise a single performance obligation.

The Company has not recognized any other sources of revenue during the years ended December 31 2024 and 2023.

The Company invoices CSMC following the transfer of the clinical supply and provides CSMC with typical payment terms.

The Company has collected all amounts due from CSMC.

As of December 31, 2024, December 31, 2023, and January, 1, 2023, the Company has not recognized any accounts receivable from CSMC, credit loss allowances, contract assets, contract liabilities, or warranty provisions.

There were no remaining performance

obligations outstanding as of December 31, 2024;

however, CSMC may place additional orders for clinical supply in 2025 and beyond.

Other income is primarily related to royalty income received under a historical Asset Purchase Agreement for activities which are not part of the Company’s ongoing operations and activities.

Research and Development Costs

Research and development expenses consist primarily of costs associated with the development of the Company’s product candidates, including upfront fees, milestones, compensation and other expenses for research and development personnel, supplies and development materials, costs for consultants and related contract research, facility costs and depreciation.

Expenditures relating to research and development are expensed as incurred.

Clinical Trial Accounting

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

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

The Company accrues unbilled clinical trial expenses based on estimates of the level of services performed each period.

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

Patent prosecution costs are charged to general and administrative expenses as incurred as recoverability of such expenditure is uncertain.

The Company accounts for lease contracts in accordance with ASC 842.

As of December 31, 2024 and 2023, all of the Company’s leases are classified as operating leases.

The Company recognizes an asset for the right to use an underlying leased asset for the lease term and records lease liabilities based on the present value of the Company’s obligation to make lease payments under the lease.

As the Company’s leases do not indicate an implicit rate, the Company uses a best estimate of its incremental borrowing rate to discount the future lease payments.

The Company estimates its incremental borrowing rate based on observable information about risk-free interest rates that are the same tenure as the lease term, adjusted for various factors, including the effects of assumed collateral, the nature of how a loan would be repaid (e.g., amortizing versus bullet), and the Company’s credit risk.

The Company evaluates options included in its lease agreements to extend or terminate the lease.

The Company will reflect the effects of exercising those options in the lease term when it is reasonably certain that the Company will exercise that option.

In assessing whether it is reasonably certain that the Company will exercise an option, the Company considers factors such as:

● The lease payments due in any optional period;

● Penalties for failure to exercise (or not exercise) the option;

● Market factors, such as the availability of similar assets and current rental rates for such assets;

● The nature of the underlying leased asset and its importance to the Company’s operations;

● The remaining useful lives of any related leasehold improvements.

Lease expense for the Company’s operating leases is recognized on a straight-line basis over the lease term and is reported as a component of general and administrative expense.

Variable lease payments, if any, are recognized in the period when the obligation to make those payments is incurred.

Similarly, the Company’s legacy operations within the biotechnology industry were also managed entirely by a single management

team that reported into the Chief Executive Officer.

The Company has not operated separate lines of business with respect to any of its

operations and the Company did not prepare discrete financial information with respect to separate products or product candidates separate

businesses or by location through December 31, 2025.

Accordingly, the Company views its current business as one reportable operating

segment with operations in one geographic area, namely Malaysia.

In 2024, the Company viewed its legacy business also as one reportable

operating segment with operations in the United Kingdom and United States of America.

Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers .

The Company derives revenue primarily from the sale of various protective and fire safety equipment.

of Goods and Services

Company’s revenue is generated from the sale of tangible products, including:

safety equipment and extinguishers;

resistant doors;

Protective Equipment (PPE) and Fire Safety Apparel.

products are sold directly to customers (e.g., municipalities, fire contractors, distributors and individuals).

Disaggregation

Company disaggregates revenue by product category, which the Company believes best depicts how the nature, amount, timing, and uncertainty

of revenue and cash flows are affected by economic factors.

following table summarizes total revenue by product for the years ended December 31, 2025 and 2024 (in thousands):

of Disaggregation of Revenue

revenue in $000’s for the year ended:

Safety aparel

Fire safety equipment

Maintenance & Servicing

Project - supply & installation

Clinical trial supply

Total Revenue

addition, the Company 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 (“CSMC”).

were $ 0 revenues recognized for the comparative period in 2025.

All revenues from this customer were recognized at the point in time

that the related clinical supply were transferred to CSMC and CSMC obtains control over the goods.

The arrangements with CSMC comprise

a single performance obligation.

Company invoiced CSMC following the transfer of the clinical supply and provided CSMC with typical payment terms.

The Company collected

all amounts due from CSMC.

As of December 31, 2025 and December 31, 2024, the Company has not recognized any accounts receivable from

CSMC, credit loss allowances, contract assets, contract liabilities, or warranty provisions.

There were no remaining performance obligations

outstanding as of December 31, 2025.

Company’s contracts with customers generally include a single performance obligation, which is the promise to transfer the purchased

products to the customer.

Company satisfies its performance obligations at a point in time when control of the products transfers to the customer.

Control typically

transfers upon delivery, depending on the contractual delivery terms.

Price and Variable Consideration

transaction price is generally the stated contract price for the products sold.

The Company’s contracts may include variable consideration

in the form of discounts, price concessions, or other incentives.

consideration is estimated using the method that best predicts the amount of consideration to which the Company expects to be entitled

and is included in revenue only to the extent that it is probable that a significant reversal of cumulative revenue recognized will not

assets represent the Company’s right to consideration in exchange for goods transferred to customers when that right is conditioned

on something other than the passage of time.

Contract liabilities represent amounts billed or collected from customers in advance of

satisfying performance obligations.

assets and contract liabilities are not material to the business.

Accounts receivable as of January 1, 2024 and 2025 was $ 0 .

receivable, before allowance for doubtful debt as of December 31, 2025 was $ 1,588,000 .

Payment Terms

Company’s payment terms vary by customer and contract but generally require payment within 30–60 days from the invoice date.

The Company does not have significant financing components in its contracts, as the period between the transfer of goods and customer

payment is typically less than one year.

Company provides assurance-type warranties that its products comply with agreed-upon specifications and are free from defects for a specified

These warranties do not represent separate performance obligations Such warranty reserves are immaterial.

Company may allow customers to return products if they are deemed faulty or otherwise not fit for purpose.

Expected returns are estimated

and recorded as a reduction of revenue, with a corresponding refund liability and right-of-return asset.

level of returns is of an immaterial value.

Expedients and Policy Elections

Company applies the practical expedient to expense incremental costs of obtaining a contract, such as commissions, when the amortization

period would have been one year or less.

Performance Obligations

Company’s performance obligations are generally satisfied within one year.

As a result, the Company has elected the practical expedient

not to disclose the value of remaining performance obligations.

income is primarily related to royalty income received under a historical Asset Purchase Agreement for activities which are not part

of the Company’s ongoing operations and activities.

Company accounts for lease contracts in accordance with ASC 842.

As of December 31, 2025 and 2024, all of the Company’s leases

are classified as operating leases.

Company recognizes an asset for the right to use an underlying leased asset for the lease term and records lease liabilities based on

the present value of the Company’s obligation to make lease payments under the lease.

As the Company’s leases do not indicate

an implicit rate, the Company uses a best estimate of its incremental borrowing rate to discount the future lease payments.

estimates its incremental borrowing rate based on observable information about risk-free interest rates that are the same tenure as the

lease term, adjusted for various factors, including the effects of assumed collateral, the nature of how a loan would be repaid (e.g.,

amortizing versus bullet), and the Company’s credit risk.

Company evaluates options included in its lease agreements to extend or terminate the lease.

The Company will reflect the effects of

exercising those options in the lease term when it is reasonably certain that the Company will exercise that option.

In assessing whether

it is reasonably certain that the Company will exercise an option, the Company considers factors such as:

lease payments due in any optional period;

for failure to exercise (or not exercise) the option;

factors, such as the availability of similar assets and current rental rates for such assets;

nature of the underlying leased asset and its importance to the Company’s operations;

remaining useful lives of any related leasehold improvements.

expense for the Company’s operating leases is recognized on a straight-line basis over the lease term and is reported as a component

of general and administrative expense.

Variable lease payments, if any, are recognized in the period when the obligation to make those

payments is incurred.

Lease incentives received prior to lease commencement are recorded as a reduction in the right-of-use asset.

Fixed lease incentives received after lease commencement reduce both the lease liability and the right-of-use asset.

The Company has elected an accounting policy to account for the lease and non-lease components as a single lease component.

Stock-based Compensation

The Company measures all stock options and other stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards over the requisite service period, which for the Company is the period between the grant date and the date the award vests or becomes exercisable.

Many awards granted by the Company vest ratably over three or four years .

However, certain awards granted to members of the Company’s Board of Directors vest in their entirety on the one-year anniversary following the date of grant.

Generally, the Company issues stock options and restricted stock awards to employees with only service-based vesting conditions and records the expense for these awards using the straight-line method.

However, in certain years, the Company will grant share-based payment awards to employees that are dependent upon the fulfillment of certain clinical and financial conditions.

In such instances where the performance condition must be met for the award to vest, the company only recognizes compensation expense when the award is probable of vesting (See Note 12 — Stock-Based Compensation).

The Company classifies stock-based compensation expenses in its statement of operations in the same manner in which the award recipient’s payroll costs are classified.

lease incentives received after lease commencement reduce both the lease liability and the right-of-use asset.

Company has elected an accounting policy to account for the lease and non-lease components as a single lease component.

Company measures all stock options and other stock-based awards granted to employees, consultants, and directors based on the fair value

on the date of the grant and recognizes compensation expense of those awards over the requisite service period, which for the Company

is the period between the grant date and the date the award vests or becomes exercisable.

Many awards granted by the Company vest ratably

over three or four years.

However, certain awards granted to members of the Company’s Board of Directors vest in their entirety

on the one-year anniversary following the date of grant.

Generally, the Company issues stock options and restricted stock awards to employees

or consultants with only service-based vesting conditions and records the expense for these awards using the straight-line method.

in certain years, the Company will grant share-based payment awards to employees or consultants that are dependent upon the fulfillment

of certain clinical and financial conditions.

In such instances where the performance condition must be met for the award to vest, the

company only recognizes compensation expense when the award is probable of vesting (See Note 15 — Stock-Based Compensation).

Company classifies stock-based compensation expenses in its statement of operations in the same manner in which the award recipient’s

payroll costs are classified.

The Company accounts for forfeitures as they occur.

The fair value of restricted stock and restricted stock units is determined based on the number of shares granted and the quoted price of the Company’s common stock on the date of grant.

The determination of grant-date fair value for stock option awards is estimated using the Black-Scholes model, which includes variables such as the expected volatility of the Company’s share price, expected term of the award, interest rates, and dividend yields.

The Company relies on its historical volatility as an input to the option pricing model as management believes that this rate will be representative of future volatility over the expected term of the options.

The expected term assumption is estimated using past history of early exercise behavior and expectations about future behaviors.

The weighted average risk-free interest rate represents the interest rate for treasury constant maturities published by the Federal Reserve Board.

If the term of available treasury constant maturity instruments is not equal to the expected term of an employee option, Cyclacel interpolates a discount rate based on the two Federal Reserve securities closest to the expected term of the employee option.

The expected dividend yield is zero, as the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends on common stock in the foreseeable future.

The Company accounts for income taxes using the liability method.

Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income.

Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized.

First, the tax position must be evaluated to

determine the likelihood that it will be sustained upon external examination by the taxing authorities.

If the tax position is deemed more-likely-than-not-to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements.

The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement.

The provision for income taxes includes the effects of any resulting tax reserves for unrecognized tax benefits that are considered appropriate as well as the related net interest and penalties.

The Company records research and development tax credits within income taxes.

Credit is taken in the accounting period for research and development tax credits, when claimed from H.M.

Revenue & Customs, or HMRC, the United Kingdom’s taxation and customs authority, in respect of qualifying research and development costs incurred in the same accounting period.

Net Loss Per Common Share

The Company calculates net loss per common share in accordance with ASC 260 “Earnings Per Share”.

Basic and diluted net loss per common share was determined by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period.

In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders since potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

The Company reported a net loss attributable to common stockholders for the years ended December 31, 2024 and 2023.

Comprehensive Income (Loss)

All components of comprehensive income (loss), including net income (loss), are reported in the financial statements in the period in which they are recognized.

Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources.

Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments, are reported to arrive at comprehensive income (loss).

There were no reclassifications out of other comprehensive income (loss) during the years ended December 31, 2024 and 2023.

Recently Issued Accounting Pronouncements

The FASB has issued ASU 2024-03, “ Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses ”.

This standard will require all public entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

ASU 2024-03 will not change the way in which expenses are recognized or measured.

However, the Company is currently evaluating the effects of ASU 2023-07 on its financial statement presentation and disclosures.

The FASB has issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”.

This standard will require all entities to include specified captions when reconciling the statutory income tax rate to the effective tax rate, on both a percentage and absolute dollar basis.

ASU 2023-09 will also require entities to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign for each annual reporting period, with separate disclosure of individual jurisdictions for which tax payments to, or receipts from, exceed a defined threshold.

The guidance in ASU 2023-09 becomes effective for annual periods beginning after December 15, 2024.

The Company does not anticipate that ASU 2023-09 will require significant adjustments to the presentation of that information.

fair value of restricted stock and restricted stock units is determined based on the number of shares granted and the quoted price of

the Company’s common stock on the date of grant.

The determination of grant-date fair value for stock option awards is estimated

using the Black-Scholes model, which includes variables such as the expected volatility of the Company’s share price, expected

term of the award, interest rates, and dividend yields.

Company relies on its historical volatility as an input to the option pricing model as management believes that this rate will be representative

of future volatility over the expected term of the options.

expected term assumption is estimated using past history of early exercise behavior and expectations about future behaviors.

weighted average risk-free interest rate represents the interest rate for treasury constant maturities published by the Federal Reserve

If the term of available treasury constant maturity instruments is not equal to the expected term of an employee option, Cyclacel

interpolates a discount rate based on the two Federal Reserve securities closest to the expected term of the employee option.

expected dividend yield is zero, as the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends

on common stock in the foreseeable future.

Company accounts for income taxes using the liability method.

Under this method, deferred tax assets and liabilities are determined based

on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year

in which the differences are expected to affect taxable income.

Valuation allowances are established when necessary to reduce deferred

tax assets to the amounts expected to be realized.

Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the

amount of tax benefit to be recognized.

First, the tax position must be evaluated to determine the likelihood that it will be sustained

upon external examination by the taxing authorities.

If the tax position is deemed more-likely-than-not-to be sustained, the tax position

is then assessed to determine the amount of benefit to recognize in the financial statements.

The amount of the benefit that may be recognized

is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement.

The provision for income taxes

includes the effects of any resulting tax reserves for unrecognized tax benefits that are considered appropriate as well as the related

net interest and penalties.

Company records research and development tax credits within income taxes.

Credit is taken in the accounting period for research and development

tax credits, when claimed from H.M.

Revenue & Customs, or HMRC, the United Kingdom’s taxation and customs authority, in respect

of qualifying research and development costs incurred in the same accounting period.

Loss Per Common Share

Company calculates net loss per common share in accordance with ASC 260 “Earnings Per Share”.

Basic and diluted net loss

per common share was determined by dividing the net loss applicable to common stockholders by the weighted average number of common shares

outstanding during the period.

periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common

stockholders is the same as basic net loss per share attributable to common stockholders since potentially dilutive common shares are

not assumed to have been issued if their effect is anti-dilutive.

The Company reported a net loss attributable to common stockholders

for the years ended December 31, 2025 and 2024.

Comprehensive

Income (Loss)

components of comprehensive income (loss), including net income (loss), are reported in the financial statements in the period in which

they are recognized.

Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events

and circumstances from non-owner sources.

Net income (loss) and other comprehensive income (loss), including foreign currency translation

adjustments, are reported to arrive at comprehensive income (loss).

There were no reclassifications out of other comprehensive income

(loss) during the year ended December 31, 2024.

In 2025, the Company deconsolidated a foreign operation based in the United Kingdom.

Upon loss of control of the foreign subsidiary, the accumulated translation adjustments recorded in other comprehensive income within

equity were recycled as part of the gain on deconsolidation of former subsidiary.

Issued Accounting Pronouncements

FASB has issued ASU 2024-03, “ Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

(Subtopic 220-40):

Disaggregation of Income Statement Expenses ”, as amended by ASU 2025-01, “ Income Statement—Reporting

Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date” .

This standard

will require all public entities to disclose additional information about specific expense categories in the notes to financial statements

at interim and annual reporting periods.

The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December

15, 2026, and interim reporting periods beginning after December 15, 2027.

ASU 2024-03 will not change the way in which expenses are

recognized or measured.

However, the Company is currently evaluating the effects of ASU 2023-07 on its financial statement presentation

and disclosures.

Prior to the Disposition of Pharmaceutical Development Business

and Development Costs

and development expenses consist primarily of costs associated with the development of the Company’s product candidates, including

upfront fees, milestones, compensation and other expenses for research and development personnel, supplies and development materials,

costs for consultants and related contract research, facility costs and depreciation.

Expenditures relating to research and development

are expensed as incurred.

Trial Accounting

management and monitoring of the Company’s clinical trials are performed with the assistance of contract research organizations,

or CROs or clinical research associates, or CRAs in accordance with the Company’s standard operating procedures.

Typically, CROs

and CRAs bill monthly for services performed, and others bill based upon milestones achieved.

The Company accrues unbilled clinical trial

expenses based on estimates of the level of services performed each period.

Clinical trial costs related to patient enrollment are accrued

as patients are entered into and progress through the trial.

prosecution costs are charged to general and administrative expenses as incurred as recoverability of such expenditure is uncertain.

Significant Contracts

Distribution, Licensing and Research Agreements

The Company has entered into licensing and similar agreements with academic and research organizations.

Under the terms of these agreements, the Company has received licenses to technology and patent applications.

The Company may be required to pay royalties on future sales of products employing the technology or falling under claims of patent applications.

Under a 2003 license agreement, the Company licensed certain patent rights for sapacitabine.

The Company will not be pursuing further development of sapacitabine and the license agreement was terminated effective as of March 23, 2023 for commercial reasons.

The three-year term of the Clinical Collaboration Agreement, or CCA with The University of Texas MD Anderson Cancer Center, or MD Anderson ended in September 2021, in accordance with its terms.

The main objective of the CCA was to clinically evaluate the safety and efficacy of three Cyclacel medicines in patients with hematological malignancies, including chronic lymphocytic leukemias, acute myeloid leukemias, myelodysplastic syndromes and other advanced leukemias.

Under the terms of the CCA, MD Anderson conducted four clinical studies and under the risk-sharing agreement MD Anderson assumed the patient costs for all studies and Cyclacel, who is the sponsor, provided investigational drugs and other limited support.

The agreement provided that the Company would make certain payments to MD Anderson upon first commercial sale in specific indications studied in the alliance.

There were no such payments earned in 2024 or 2023.

Company does not currently have any significant contracts in relation to the operations of its business.

Cash and Cash Equivalents

The following is a summary of cash and cash equivalents at December 31, 2024 and 2023 (in thousands):

following is a summary of cash and cash equivalents at December 31, 2025 and 2024 (in thousands):

Summary of Cash and Cash Equivalents

Cash equivalents

Total cash and cash equivalents

Cash equivalents are made up entirely of money market funds.

equivalents are made up entirely of money market funds.

Fair Value of Financial Assets and Liabilities

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands):

following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring

basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands):

Schedule of Financial Assets and Liabilities Measured on a Recurring Basis

Fair Value Measurements

4 unchanged sentences

Cash equivalents

following is a summary of inventory at December 31, 2025 and 2024 (in thousands):

Raw Materials

Work in progress

Finished goods

Total inventory

is recorded at the lower of cost or net realizable value, where cost is measured on a first-in, first-out basis.

Accounts receivable

following is a summary of accounts receivable at December 31, 2025 and 2024 (in thousands):

of Accounts Receivables

Accounts receivables

Total accounts receivables

above receivables are net of allowance for doubtful debt, which stood at $ 539,441 as at December 31, 2025, and is determined based on

expected credit losses.

Losses are provided at the rate of 10% against balances greater than 120-149 days, 25% against balances greater

than 150-179 days, 35% against balances greater than 180-364 days, and 50% against balances greater than 365 days.

Prepaid Expenses and Other Assets

The following is a summary of prepaid expenses and other current assets at December 31, 2024 and 2023 (in thousands):

Research and development tax credit receivable

Prepayments and VAT receivable

following is a summary of prepaid expenses and other current assets at December 31, 2025 and 2024 (in thousands):

Schedule of Prepaid Expenses and Other Current Assets

Other current assets

Prepaid expenses and

other current assets

September 12, 2025, the Company completed the acquisition of Fitters Sdn.

(“Fitters Sub”), a Malaysian private limited

company and wholly-owned subsidiary of FITTERS Diversified Berhad, a Malaysian publicly listed company (“FITTERS”).

the closing of the Transaction, Fitters Sub became a wholly-owned subsidiary of the Company.

primarily represents the value of assembled workforce and other intangible assets that cannot be individually identified and recognized

as a separate intangible asset under U.S.

generally accepted accounting principles and is fully deductible for tax purposes.

consisted of the following (in $000s):

Schedule of Goodwill

Balance at December 31, 2024

Goodwill on acquisition of Fitters Sdn.

Balance at December 31, 2025

of Preliminary Allocation of Purchase Consideration

Allocation of purchase consideration

Common Stock of CYCC Shares O/S as of September 11, 2025

19.99 % of CYCC Shares issued as consideration

Stock Price as of September 11, 2025

Cash consideration

Total Estimated Purchase Consideration

Cash and cash equivalents

Accounts receivables

Prepaid & other current assets

Property, plant and equipment, net

Trade payables

Accrued and other current liabilities

Non-current liabilities - deferred tax

Total Net Assets Acquired

receivables, and other short-term assets and liabilities have been valued at their historical carrying amounts, as the Company believes

there are no material differences between those amounts and fair value.

The Company similarly determined that fair value of the acquired

property, plant, and equipment is materially the same as its historical carrying value as of the acquisition date.

following unaudited pro forma information for the years ended December 31, 2025 and December 31, 2024 gives effect to the Transaction

as if it took place as of January 1, 2024, and combines the historical results of Fitters and the Company for each period.

The pro forma

results do not include any anticipated cost synergies or other effects of the combined Company.

Accordingly, pro forma amounts are not

necessarily indicative of the results that actually would have occurred had the acquisitions been completed on the dates indicated, nor

are they indicative of the Company’s future operating results.

SUPPLEMENTAL PRO FORMA INFORMATION FOR REVENUE AND EARNINGS

of Business Acquisitions Pro Forma Information

Year ended December 31,

Pro forma revenue

Pro forma net loss

Pro forma net loss per share attributable to common shareholders

Non-Current Assets

As at December 31, 2024, the Company had non-current assets of $ 0.4 million, which comprised clinical trial deposits held by a contract research organization in relation to the Company’s Phase 1/2 clinical trials.

As at December 31, 2023, the Company had non-current assets of $ 1.3 million, which was wholly attributable to clinical trial deposits.

Company had $ 0.2 million of non-current

assets as of December 31, 2025 and $ 0.4 million

as of December 31, 2024.

The balance at December 31, 2025 relates to a 1.7 million

Malaysian Ringgit (approximately $ 0.4 M)

loan to an unrelated customer.

The loan is interest bearing at a rate of 8 %

per annum, and is recorded as a component of interest income.

The balance at December 31, 2024

primarily comprised of deposits held by a contract research organization in relation to the Company’s clinical trials.

Property and Equipment

Property and equipment consisted of the following at December 31, 2024 and 2023 (in thousands):

and equipment consisted of the following at December 31, 2025 and 2024 (in thousands):

Schedule of Property and Equipment

Lives in years

Leasehold improvements

Plant & Equipment

Office equipment and furniture

Property and equipment, gross

accumulated depreciation and amortization

Property and equipment,

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following at December 31, 2024 and 2023 (in thousands):

and other current liabilities consisted of the following items as of December 31, 2025 and 2024 (in thousands):

Schedule of Accrued and Other Current Liabilities

Accrued research and development

1 unchanged sentence

Other current liabilities

As at December 31, 2024, the Company had accounts payables of $ 4.6 million, of which $ 4.1 million related to the UK subsidiary.

As at December 31, 2023, the Company had accounts payables of $ 3.5 million, of which $ 3.1 million related to the UK subsidiary.

Accrued and other current

Commitments and Contingencies

Please refer to Note 3 — Significant Contracts for further discussion of certain of the Company’s commitments and contingencies.

In April 2022, the Company extended the lease for its corporate headquarters facility in Berkeley Heights, New Jersey for a further three years , expiring in July 2025.

In December 2024, the Company terminated this lease, effective as of 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, which we believe will be adequate to accommodate our business needs.

For the years ended December 31, 2024 and December 31, 2023, the Company recognized operating lease expenses of $ 82,830 and $ 74,218 respectively, including $ 9,104 and $ 10,851 respectively relating to a short term lease for offices in Dundee, Scotland.

The remaining lease term as of December 31, 2024 is one month for the Berkeley Heights facility and no remaining lease term for Dundee, Scotland.

The discount rate used by the Company in determining the lease liability was 12 %.

The following is a summary of the Company’s future contractual obligations and commitments relating to its facilities lease as at December 31, 2024 (in thousands):

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, which we believe is adequate to accommodate our business needs.

The Company terminated

its lease agreement for its previous headquarters in Berkely Heights, New Jersey, effective January 31, 2025.

Following the acquisition

of Fitters Sub on September 12, 2025, the Company has three additional facilities in Malaysia, all on short term lease agreements.

the years ended December 31, 2025 and December 31, 2024, the Company recognized operating lease expenses of $ 22,335 and $ 82,830 respectively,

including $ 12,813 and $ 9,104 respectively relating to short term lease agreements for facilities in Scotland and Malaysia.

The remaining

lease term as of December 31, 2025 is approximately 1.2 years for the Kuala Lumpur, Malaysia facility.

The discount rate used by the

Company in determining the lease liability was 12 %.

following is a summary of the Company’s future contractual obligations and commitments relating to its facilities lease as at December

31, 2025 (in thousands):

Schedule of the Company’s Future Contractual Obligations and Commitments Relating to Its Facilities Leases

Operating Lease

2 unchanged sentences

Stockholders’ Equity

The Company has completed the following equity issuances during the periods presented in the consolidated financial statements.

November 2024 Warrant Exercise and Reload Agreement

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 (as defined below) (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.

The New Warrants each have an exercise price of $ 0.415 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.

April 2024 Securities Purchase Agreement

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.

The Private Placement closed on May 2, 2024.

The gross proceeds to the Company from the Private Placement were approximately $ 8.0 million, before deducting placement agent fees and estimated offering expenses payable by the Company.

Wainwright & Co., LLC (“Wainwright”) acted as the Company’s exclusive placement agent in connection with the Private Placement, pursuant to that certain engagement letter, dated as of April 29, 2024, between the Company and Wainwright (as amended, the “Engagement Letter”).

Pursuant to the Engagement Letter, the Company paid Wainwright (i) a cash fee equal to 7.0 % of the aggregate gross proceeds of the Private Placement and (ii) a management fee of 1.0 % of the aggregate gross proceeds of the Private Placement.

In addition, the Company agreed to pay Wainwright certain expenses and issued to Wainwright or its designees warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 298,137 shares of common stock at an exercise price equal to $ 2.0125 per share.

The Placement Agent Warrants are exercisable immediately upon issuance and have a term of exercise equal to five and a half years from the date of issuance.

In connection with this transaction, the Company was required to compensate Roth Capital Partners, LLC, pursuant to a tail provision contained in an engagement letter entered into on March 14, 2024, in an amount equal to 7.0 % of the aggregate proceeds of the Private Placement plus the reimbursement of certain expenses.

Company has completed the following equity issuances during the periods presented in the consolidated financial statements.

Preferred Stock Equity Offerings

F Preferred Stock

June 20, 2025, Bio Green Med Solution, Inc.

(the “Company”) 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”) of the Company

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

In connection with the transaction, the Company 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 “Warrants”).

The proceeds of the transaction

will be 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 of the Company 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 of the Company at an exercise price of $ 9.00 per share with an expiration date

five years from the date of issuance.

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.

E Preferred Stock

total of 1,000,000 shares of the Company’s Series E Preferred Stock were issued pursuant to a March 2025 Securities Purchase Agreement

with certain accredited investors (the “Investors”).

The Company received proceeds of $ 1.0 million, net of issuance costs.

During the year ended December 31, 2025, all of the Series E preferred shares were converted into 458,333 shares of Common Stock.

of December 31, 2025, there were no remaining shares of the Series E Preferred Stock outstanding.

C and Series D Preferred Stock

total of 1,000,000 shares of the Company’s Series C Preferred Stock and 2,100,000 shares of the Company’s Series D Preferred

Stock were issued pursuant to a January 2025 Securities Purchase Agreement with David E.

Lazar, 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 0.011042 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 0.4583 shares of Common Stock.

24, 2025, all of the Series C preferred shares were converted in conjunction with the Purchase Agreement.

As of December 31, 2025, there

were no remaining shares of the Series C Preferred Stock outstanding.

February 24, 2025, 1,745,262 of the Series D preferred shares were converted in conjunction with the Purchase Agreement.

2025, the remaining 354,738 Series D preferred shares were converted in conjunction with the Purchase Agreement.

As of December 31, 2025,

there were no remaining shares of the Series D Preferred Stock outstanding.

2024 Securities Purchase Agreement

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)

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 are 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 18 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 fully exercised in 2024.

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.

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.

Private Placement closed on May 2, 2024.

The gross proceeds to the Company from the Private Placement were approximately $ 8.0 million,

before deducting placement agent fees and estimated offering expenses payable by the Company.

Wainwright & Co., LLC (“Wainwright”) acted as the Company’s exclusive placement agent in connection with the Private

Placement, pursuant to that certain engagement letter, dated as of April 29, 2024, between the Company and Wainwright (as amended, the

“Engagement Letter”).

Pursuant to the Engagement Letter, the Company paid Wainwright (i) a cash fee equal to 7.0 % of the

aggregate gross proceeds of the Private Placement and (ii) a management fee of 1.0 % of the aggregate gross proceeds of the Private Placement.

In addition, the Company agreed to pay Wainwright certain expenses and issued to Wainwright or its designees warrants (the “Placement

Agent Warrants”) to purchase up to an aggregate of 1,242 shares of common stock at an exercise price equal to $ 483.00 per share.

The Placement Agent Warrants are exercisable immediately upon issuance and have a term of exercise equal to five and a half years from

the date of issuance.

connection with this transaction, the Company was required to compensate Roth Capital Partners, LLC, pursuant to a tail provision contained

in an engagement letter entered into on March 14, 2024, in an amount equal to 7.0 % of the aggregate proceeds of the Private Placement

plus the reimbursement of certain expenses.

The Company was also required to compensate Ladenburg Thalmann & Co.

Inc, pursuant to a tail provision contained in an engagement letter entered into on October 30, 2023, in an amount equal to 8.0 % of the aggregate proceeds of the Private Placement.

Each of the instruments issued in the Private Placement have been classified and recorded as part of shareholders’ equity (deficit).

The amounts allocated to each issued security were based on their relative fair values, resulting in initial carrying values of the respective instruments as follows:

Inc, pursuant to

a tail provision contained in an engagement letter entered into on October 30, 2023, in an amount equal to 8.0 % of the aggregate proceeds

of the Private Placement.

of the instruments issued in the Private Placement have been classified and recorded as part of shareholders’ equity (deficit).

The amounts allocated to each issued security were based on their relative fair values, resulting in initial carrying values of the respective

instruments as follows:

of Fair Value of Instruments Issued in Offering

Allocated Amount

2 unchanged sentences

Common warrants

The aggregate fair value of the Placement Agent Warrants was $ 609,179 .

These have been accounted for as a direct cost of the Private Placement, resulting in no net effect to overall shareholders’ equity (deficit).

In determining the fair values of the Pre-Funded Warrants, Common Warrants, and Placement Agent Warrants, the Company used a Black-Scholes Option Pricing model with the following assumptions:

aggregate fair value of the Placement Agent Warrants was $ 609,179 .

These have been accounted for as a direct cost of the Private Placement,

resulting in no net effect to overall shareholders’ equity (deficit).

determining the fair values of the Pre-Funded Warrants, Common Warrants, and Placement Agent Warrants, the Company used a Black-Scholes

Option Pricing model with the following assumptions:

Schedule of Fair value of Warrants Valuation Assumption

Pre-Funded Warrants

8 unchanged sentences

Expected dividend yield

The fair value of the common stock was determined using the closing price of the Company’s common stock as of May 2, 2024, which is the date that the Private Placement closed.

December 2023 Registered Direct Offering Securities Purchase Agreement

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

Pursuant to the Securities Purchase Agreement, the Company agreed to sell in a registered direct offering (“Registered Direct Offering”) 168,500 shares (“Shares”) of the Company’s 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 is being sold at an offering price of $ 3.315 and each Pre-Funded Warrant is being sold at an offering 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”), the Company 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 the Company were approximately $ 1.0 million, after deducting placement agent fees and other offering expenses payable by the Company.

On December 21, 2023, in a separate concurrent insider private placement (the “Insider Private Placement”), the Company also entered into a Securities Purchase Agreement with certain of its executive officers (the “Insider Securities Purchase Agreement”) pursuant to which the Company 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, the Company’s 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, the Company’s 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.

Ladenburg Thalmann & Co.

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

Pursuant to the Placement Agency Agreement, the Company paid the Placement Agent a cash placement fee equal to 8.0 % of the aggregate gross proceeds raised in the Offerings from sales arranged for by the Placement Agent.

Subject to certain conditions, the Company also agreed to reimburse all reasonable travel and other out-of-pocket expenses of the Placement Agent in connection with the Offerings, including but not limited to legal fees, up to a maximum of $ 85,000 .

In addition, the Placement Agent also received warrants that have substantially the same terms as the Warrants issued in the concurrent private placement to the Purchasers in the Offerings to purchase that number of shares of common stock equal to 6.0 % of the aggregate number of shares of common stock and Prefunded Warrants sold in the Offerings, or an aggregate of 23,769 shares of common stock, at an exercise price of $ 4.14375 per share (the “Placement Agent Warrants”).

The Placement Agent Warrants will be exercisable immediately following the date of issuance and will expire five years from issuance.

The Placement Agency Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing.

The Company has agreed to indemnify the Placement

Agent against certain liabilities, including liabilities under the Securities Act, and liabilities arising from breaches of representations and warranties contained in the Placement Agency Agreement, or to contribute to payments that the Placement Agent may be required to make in respect of those liabilities.

Each of the instruments issued in the Offerings and the Insider Private Placement have been classified and recorded as part of shareholders’ equity.

The amounts allocated to each issued security were based on their relative fair values, resulting in initial carrying values of the respective instruments as follows:

The aggregate fair value of the Placement Agent Warrants was $ 47,000 .

These have been accounted for as a direct cost of the Offerings and Inside Private Placement, resulting in no net effect to overall shareholders’ equity.

In determining the fair values of the Pre-Funded Warrants, Regular Warrants, and Placement Agent Warrants, the Company used a Black-Scholes Option Pricing model with the following assumptions:

The fair value of the common shares was determined using the closing price of the Company’s common stock as of December 26, 2023, which is the date that the Offerings and the Insider Private Placement closed.

August 2021 Controlled Equity Offering Sales Agreement

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

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

Cantor could sell the Company’s 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, the Company 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, the Company sold an aggregate of 132,473 shares of its common stock at the market price, following the expiration of the Registration Statement and through August 12, 2022, for aggregate proceeds of approximately $ 2,721,187 .

There was no sale of shares post August 12, 2022.

The sale of these shares were subject to potential rescission rights by certain shareholders.

As a result of these potential rescission rights, the Company reclassified 207,807 shares (including 75,333 shares sold for which the Company did not receive any proceeds), with an aggregate purchase price of $ 4,494,496 of its common stock outside stockholders’ equity as of December 31, 2022.

These shares have been treated as issued and outstanding for financial reporting purposes.

The rescission rights for these shares lapsed and the shares were reclassified back to permanent equity as of December 31, 2023.

As of December 31, 2024, there have been no claims or demands to exercise such rights.

On August 15, 2022, the Sales Agreement was mutually terminated.

A total of 218,738 shares, for gross proceeds of approximately $ 7.6 million, had been sold pursuant to the Sales Agreement.

November 2024 Warrants

As of December 31, 2024, warrants to purchase a total of 19,875,780 shares of common stock issued pursuant to a securities purchase agreement in a November 2024 financing transaction (the “November 2024 Warrant Exercise and Reload Agreement”) remained outstanding.

A total of 19,875,780 warrants were issued in pursuant to the November 2024 Warrant Exercise and Reload Agreement.

This consisted of i) series C warrants to purchase up to 9,937,890 shares of common stock, exercisable immediately from the date of issuance for a period of five and a half years after the date of issuance, at an exercise price of $ 0.415 per warrant share, ii) series D warrants to purchase up to 9,937,890 shares of common stock, exercisable immediately from the date of issuance for a period of eighteen months after the date of issuance, at an exercise price of $ 0.415 per warrant share.

There were no exercises of these warrants during the years ended December 31, 2024 or December 31, 2023.

April 2024 Warrants

As of December 31, 2024, warrants to purchase a total of 7,664,082 shares of common stock issued pursuant to a securities purchase agreement in an April 2024 financing transaction (the “April 2024 Securities Purchase Agreement”) remained outstanding.

A total of 15,059,972 warrants were issued in pursuant to the April 2024 Securities Purchase Agreement.

This consisted of i) pre-funded warrants to purchase 4,823,945 of common stock, exercisable immediately from the date of issuance, and with no expiry date, at an exercise price of $ 0.0001 per warrant share, ii) series A warrants to purchase up to 4,968,945 shares of common stock, exercisable immediately from the date of issuance for a period of five and a half years after the date of issuance, at an exercise price of $ 1.36 per warrant share, iii) series B warrants to purchase up to 4,968,945 shares of common stock, exercisable immediately from the date of issuance for a period of eighteen months after the date of issuance, at an exercise price of $ 1.36 per warrant share.

A further 298,137 warrants issued in a concurrent placement agency agreement, are exercisable immediately from the date of issuance for a period of five and a half years after the date of issuance, at an exercise price of $ 2.0125 per warrant share.

A total of 4,823,945 pre-funded warrants and 2,571,945 Series B warrants were exercised during the year ended December 31, 2024.

December 2023 Warrants

As of December 31, 2024, warrants to purchase a total of 419,925 shares of common stock issued pursuant to a securities purchase agreement in a December 2023 financing transaction remained outstanding.

A total of 396,156 warrants, including 7,956 warrants issued in a concurrent private placement, are exercisable immediately from the date of issuance for a period of seven years after the date of issuance, at an exercise price of $ 3.19 per warrant share.

A further 23,769 warrants issued in a concurrent placement agency agreement, are exercisable immediately from the date of issuance for a period of five years after the date of issuance, at an exercise price of $ 4.14375 per warrant share.

There were no exercises of these warrants during the years ended December 31, 2024 or December 31, 2023.

December 2020 Warrants

As of December 31, 2024, warrants to purchase 44,657 shares of common stock issued pursuant to a securities purchase agreement in a December 2020 financing transaction remained outstanding.

Each warrant shall be exercisable beginning on the 12-month anniversary of the date of issuance for a period of five years after the date of issuance, at an exercise price of $ 61.95 per warrant share.

The exercise price of the warrants will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the warrants.

fair value of the common stock was determined using the closing price of the Company’s common stock as of May 2, 2024, which is

the date that the Private Placement closed.

2025 Warrants

part of a warrant exchange agreement on September 4, 2025, a total of 559,395 Series C common stock purchase warrants were exchanged

for the issuance of 559,395 shares of common stock.

The Company recorded a deemed dividend of $ 1,494,000 representing the difference

between the fair value of the common stock received and the fair value of the warrants exchanged as of the exchange date.

part of a warrant exchange agreement on November 5, 2025, 654,000 Series A common stock purchase warrants, 654,000 Series B common stock

purchase warrants, and 94,605 Series C common stock purchase warrants, totaling 1,402,605 in aggregate, were exchanged for the issuance

of 1,402,605 shares of common stock.

The Company recorded a deemed dividend of $ 9,540,000 representing the difference between the fair

value of the common stock received and the fair value of the warrants exchanged as of the exchange date.

total of 1,962,000 warrants were exercised during the year ended December 31, 2025.

As of December 31, 2025, no warrants to purchase

Common Stock issued pursuant to the June 2025 financing transaction remained outstanding.

2024 Warrants (As Amended)

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 of the Company 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 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 (as defined below) (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.

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.

of the 82,816 warrants issued pursuant to the Warrant Exercise and Reload Agreement were exchanged for cash during the year ended December

Pursuant to the Warrant Exchange Agreement, and as consideration for the exchange of warrants, a cash payment of $ 1.1 million

was made by the Company in May 2025.No warrants related to these transactions remain outstanding as of December 31, 2025.

2024 Warrants

total of 62,750 warrants were issued pursuant to the April 2024 Securities Purchase Agreement (the “April 2024 Securities Purchase

Agreement”), consisting of Series A, Series B, Pre-funded, and Placement Agent warrants.

As of December 31, 2025, only Placement

Agent warrants to purchase a total of 1,242 shares of common stock remained outstanding.

The 1,242 Placement Agent Warrants issued pursuant

to the Engagement Letter with the placement agent, are exercisable immediately from the date of issuance for a period of five and one

half ( 5.5 ) years after the date of issuance, at an exercise price of $ 124.512 per warrant share.

total of 20,704 Series A warrants and 9,988 Series B warrants were exercised during the year ended December 31, 2025.

A total of 20,100

pre-funded warrants and 10,716 Series B warrants were exercised during the year ended December 31, 2024.

2023 Warrants

of December 31, 2025, warrants to purchase a total of 1,750 shares of common stock issued pursuant to a securities purchase agreement

in a December 2023 financing transaction remained outstanding.

A total of 1,651 warrants, including 33 warrants issued in a concurrent

private placement, are exercisable immediately from the date of issuance for a period of seven years after the date of issuance, at an

exercise price of $ 765.60 per warrant share.

A further 99 warrants issued in a concurrent placement agency agreement, are exercisable

immediately from the date of issuance for a period of five years after the date of issuance, at an exercise price of $ 994.50 per warrant

were no exercises of these warrants during the years ended December 31, 2025 or December 31, 2024.

2020 Warrants

of December 31, 2025, warrants to purchase 186 shares of common stock issued pursuant to a securities purchase agreement in a December

2020 financing transaction remained outstanding.

Each warrant shall be exercisable beginning on the 12-month anniversary of the date

of issuance for a period of five years after the date of issuance, at an exercise price of $ 14,868 per warrant share.

The exercise price

of the warrants will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization,

reorganization or similar transaction, as described in the warrants.

The warrants may be exercised on a “cashless” basis.

During the year ended December 31, 2024, 15,833 warrants lapsed upon conversion of the associated Series B Preferred Stock.

There were no exercises of these warrants during the year ended December 31, 2023.

April 2020 Warrants

As of December 31, 2024, 119,333 warrants issued in connection with an April 2020 equity financing remained outstanding, each with an exercise price of $ 75.00 .

The common warrants are immediately exercisable and will expire on the fifth anniversary of the original issuance date.

The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Company’s common stock.

The common warrants were issued separately from the common stock and were eligible for transfer immediately after issuance.

A common warrant to purchase one share of common stock was issued for every share of common stock purchased in this offering.

The common warrants are exercisable, at the option of each holder, in whole or in part, by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of shares of the Company’s common stock purchased upon such exercise (except in the case of a cashless exercise).

A holder (together with its affiliates) may not exercise any portion of the common warrant to the extent that the holder would own more than 4.99 % of the outstanding common stock immediately after exercise, except that upon at least 61 days prior notice from the holder to the Company, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s common warrants up to 9.99 % of the number of shares of the Company’s common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the common warrants.

No fractional shares of common stock will be issued in connection with the exercise of a common warrant.

In lieu of fractional shares, the Company will round down to the next whole share.

A total of 26,667 warrants were exercised during the year ended December 31, 2024.

No warrants were exercised during the year ended December 31, 2023.

Series B Preferred Stock

A total of 237,745 shares of the Company’s Series B Preferred Stock were issued in a December 2020 Securities Purchase Agreement.

Each share of Series B Preferred Stock shall initially be convertible into one third (1/3) share of common stock (the “Conversion Shares”), subject to adjustment in accordance with the Certificate of Designation.

Holders of Series B Preferred Stock are entitled to receive dividends on shares of Series B Preferred Stock equal, on an as-if-converted-to-Common-Stock basis, and in the same form as dividends actually paid on shares of the common stock.

Except as otherwise required by law, the Series B Preferred Stock does not have voting rights.

However, as long as any shares of Series B Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, (b) alter or amend the Certificate of Designation, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series B Preferred Stock, (d) increase the number of authorized shares of Series B Preferred Stock, (e) pay certain dividends or (f) enter into any agreement with respect to any of the foregoing.

The Series B Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of the Company.

The Purchaser may convert shares of Series B Preferred Stock through a conversion into shares of common stock if and solely to the extent that such conversion would not result in the Purchaser beneficially owning in excess of 9.99 % of then-outstanding common stock or aggregate voting power of the Company (such limitation, the “Ownership Limitation”) and any portion in excess of such limitation will remain outstanding as Series B Preferred Stock.

During the year ended December 31, 2024, 119,000 shares of Series B Preferred Stock was converted, at the option of the holder, into 39,667 shares of common stock.

As of December 31, 2024, there were no remaining shares of the Series B Preferred Stock.

Series A Preferred Stock

A total of 8,872 shares of the Company’s Series A Preferred Stock were issued in a July 2017 Underwritten Public Offering.

Each share of Series A Preferred Stock is convertible at any time at the option of the holder thereof, into a number of shares of common stock determined by dividing $ 1,000 by the initial conversion price of $ 600.00 per share,

subject to a 4.99 % blocker provision, or, upon election by a holder prior to the issuance of shares of Series A Preferred Stock, 9.99 %, and is subject to adjustment for stock splits, stock dividends, distributions, subdivisions and combinations.

As of December 31, 2024 and 2023, 264 shares of the Series A Preferred Stock remain issued and outstanding.

The 264 shares of Series A Preferred Stock issued and outstanding at December 31, 2024, are convertible into 440 shares of common stock.

In the event of a liquidation, the holders of shares of the Series A Preferred Stock may participate on an as-converted-to-common-stock basis in any distribution of assets of the Company.

The Company shall not pay any dividends on shares of common stock (other than dividends in the form of common stock) unless and until such time as dividends on each share of Series A Preferred Stock are paid on an as-converted basis.

There is no restriction on the Company’s ability to repurchase shares of Series A Preferred Stock while there is any arrearage in the payment of dividends on such shares, and there are no sinking fund provisions applicable to Series A Preferred Stock.

Subject to certain conditions, at any time following the issuance of the Series A Preferred Stock, the Company has the right to cause each holder of the Series A Preferred Stock to convert all or part of such holder’s Series A Preferred Stock in the event that (i) the volume weighted average price of our common stock for 30 consecutive trading days, or Measurement Period exceeds 300 % of the initial conversion price of the Series A Preferred Stock (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and similar transactions), (ii) the daily trading volume on each Trading Day during such Measurement Period exceeds $ 500,000 per trading day and (iii) the holder is not in possession of any information that constitutes or might constitute, material non-public information which was provided by the Company.

The right to cause each holder of Series A Preferred Stock to convert all or part of such holder’s Series A Preferred Stock shall be exercised ratably among the holders of the then outstanding preferred stock.

The Series A Preferred Stock has no maturity date, will carry the same dividend rights as the common stock, and with certain exceptions contains no voting rights.

In the event of any liquidation or dissolution of the Company, the Series A Preferred Stock ranks senior to the common stock in the distribution of assets, to the extent legally available for distribution.

were no exercises of these warrants during the years ended December 31, 2025 or December 31, 2024.

2020 Warrants

of December 31, 2025, 0 warrants issued in connection with an April 2020 equity financing remained outstanding, each with an exercise

price of $ 18,000 .

warrants were exercised during the year ended December 31, 2025.

111 warrants were exercised during the year ended December 31, 2024.

B Preferred Stock

total of 237,745 shares of the Company’s Series B Preferred Stock were issued pursuant to a December 2020 Securities Purchase Agreement.

During the year ended December 31, 2024, the remaining 119,00 0 shares of Series B Preferred Stock were converted, at the option of the

holder, into 165 shares of common stock.

As of December 31, 2025, there were no remaining shares of the Series B Preferred Stock outstanding.

A Preferred Stock

total of 8,872 shares of the Company’s Series A Preferred Stock were issued in a July 2017 Underwritten Public Offering.

of Series A Preferred Stock is convertible at any time at the option of the holder thereof, into a number of shares of common stock determined

by dividing $ 1,000 by the initial conversion price of $ 600.00 per share, subject to a 4.99 % blocker provision, or, upon election by a

holder prior to the issuance of shares of Series A Preferred Stock, 9.99 %, and is subject to adjustment for stock splits, stock dividends,

distributions, subdivisions and combinations.

of December 31, 2025 and 2024, 264 shares of the Series A Preferred Stock remain issued and outstanding.

The 264 shares of Series A Preferred

Stock issued and outstanding at December 31, 2025, are convertible into 2 share of common stock.

the event of a liquidation, the holders of shares of the Series A Preferred Stock may participate on an as-converted-to-common-stock

basis in any distribution of assets of the Company.

The Company shall not pay any dividends on shares of common stock (other than dividends

in the form of common stock) unless and until such time as dividends on each share of Series A Preferred Stock are paid on an as-converted

There is no restriction on the Company’s ability to repurchase shares of Series A Preferred Stock while there is any arrearage

in the payment of dividends on such shares, and there are no sinking fund provisions applicable to Series A Preferred Stock.

to certain conditions, at any time following the issuance of the Series A Preferred Stock, the Company has the right to cause each holder

of the Series A Preferred Stock to convert all or part of such holder’s Series A Preferred Stock in the event that (i) the volume

weighted average price of our common stock for 30 consecutive trading days, or Measurement Period exceeds 300 % of the initial conversion

price of the Series A Preferred Stock (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends

and similar transactions), (ii) the daily trading volume on each Trading Day during such Measurement Period exceeds $ 500,000 per trading

day and (iii) the holder is not in possession of any information that constitutes or might constitute, material non-public information

which was provided by the Company.

The right to cause each holder of Series A Preferred Stock to convert all or part of such holder’s

Series A Preferred Stock shall be exercised ratably among the holders of the then outstanding preferred stock.

Series A Preferred Stock has no maturity date, will carry the same dividend rights as the common stock, and with certain exceptions contains

no voting rights.

In the event of any liquidation or dissolution of the Company, the Series A Preferred Stock ranks senior to the common

stock in the distribution of assets, to the extent legally available for distribution.

Convertible Exchangeable Preferred Stock

As of December 31, 2024, there were 135,273 shares of the Company’s 6 % Convertible Exchangeable, or Preferred Stock issued and outstanding at an issue price of $ 10.00 per share.

Dividends on the Preferred Stock are cumulative from the date of original issuance at the annual rate of 6 % of the liquidation preference of the Preferred Stock, and if declared, payable quarterly on the first day of February, May, August and November, commencing February 1, 2005.

Any dividends must be declared by the Company’s Board of Directors and must come from funds that are legally available for dividend payments.

The Preferred Stock has a liquidation preference of $ 10.00 per share, plus accrued and unpaid dividends.

The Company’s Board of Directors considers numerous factors in determining whether to declare the quarterly dividend pursuant to the Certificate of Designations governing the terms of the Company’s Preferred Stock, including the requisite financial analysis and determination of a surplus.

Accumulated but unpaid dividends in arrears on preferred stock were $ 0.3 million, or $ 2.55 per share, of preferred stock, as of December 31, 2024.

The Preferred Stock is convertible at the option of the holder at any time into the Company’s shares of common stock at a conversion rate of approximately 0.0000167 shares of common stock for each share of Preferred Stock based on a price of $ 592,200 per share.

The Company has reserved 6 shares of common stock for issuance upon conversion of the remaining shares of Preferred Stock outstanding at December 31, 2024.

The shares of previously converted Preferred Stock have been retired, cancelled and restored to the status of authorized but unissued shares of preferred stock, subject to reissuance by the Board of Directors as shares of Preferred Stock of one or more series.

The Company may automatically convert the Preferred Stock into common stock if the closing price of the Company’s common stock has exceeded $ 888,300 , which is 150 % of the conversion price of the Preferred Stock, for at

least 20 trading days during any 30-day trading period, ending within five trading days prior to notice of automatic conversion.

The Certificate of Designations governing the Preferred Stock provides that if the Company fails to pay dividends on its Preferred Stock for six quarterly periods, holders of Preferred Stock are entitled to nominate and elect two directors to the Company’s Board of Directors.

This right accrued to the holders of Preferred Stock as of August 2, 2010 and two directors were nominated and elected at the annual meeting held on May 24, 2011.

The Preferred Stock has no maturity date and no voting rights prior to conversion into common stock, except under limited circumstances.

The Company may, at its option, redeem the Preferred Stock in whole or in part, out of funds legally available at the redemption price of $ 10.00 per share.

The Preferred Stock is exchangeable, in whole but not in part, at the option of the Company on any dividend payment date beginning on November 1, 2005, or Exchange Date for the Company’s 6 % Convertible Subordinated Debentures, or Debentures at the rate of $ 10.00 principal amount of Debentures for each share of Preferred Stock.

The Debentures, if issued, will mature 25 years after the Exchange Date and have terms substantially similar to those of the Preferred Stock.

of December 31, 2025, there were 135,273 shares of the Company’s 6 % Convertible Exchangeable, or Preferred Stock issued and outstanding

at an issue price of $ 10.00 per share.

Dividends on the Preferred Stock are cumulative from the date of original issuance at the annual

rate of 6 % of the liquidation preference of the Preferred Stock, and if declared, payable quarterly on the first day of February, May,

August and November, commencing February 1, 2005.

Any dividends must be declared by the Company’s Board of Directors and must come

from funds that are legally available for dividend payments.

The Preferred Stock has a liquidation preference of $ 10.00 per share, plus

accrued and unpaid dividends.

Company’s Board of Directors considers numerous factors in determining whether to declare the quarterly dividend pursuant to the

Certificate of Designations governing the terms of the Company’s Preferred Stock, including the requisite financial analysis and

determination of a surplus.

As of December 31, 2025, there were no accrued and unpaid dividends.

Preferred Stock is convertible at the option of the holder at any time into the Company’s shares of common stock at a conversion

rate of approximately 0.000000069 shares of common stock for each share of Preferred Stock based on a price of $ 142,128,000 per share.

The Company has reserved 6 shares of common stock for issuance upon conversion of the remaining shares of Preferred Stock outstanding

at December 31, 2025.

The shares of previously converted Preferred Stock have been retired, cancelled and restored to the status of authorized

but unissued shares of preferred stock, subject to reissuance by the Board of Directors as shares of Preferred Stock of one or more series.

Company may automatically convert the Preferred Stock into common stock if the closing price of the Company’s common stock has

exceeded $ 213,192,000 , which is 150 % of the conversion price of the Preferred Stock, for at least 20 trading days during any 30 -day trading

period, ending within five 5 trading days prior to notice of automatic conversion.

Certificate of Designations governing the Preferred Stock provides that if the Company fails to pay dividends on its Preferred Stock

for six quarterly periods, holders of Preferred Stock are entitled to nominate and elect two directors to the Company’s Board of

This right accrued to the holders of Preferred Stock as of August 2, 2010 and two directors were nominated and elected at

the annual meeting held on May 24, 2011.

Preferred Stock has no maturity date and no voting rights prior to conversion into common stock, except under limited circumstances.

Company may, at its option, redeem the Preferred Stock in whole or in part, out of funds legally available at the redemption price of

$ 10.00 per share.

Preferred Stock is exchangeable, in whole but not in part, at the option of the Company on any dividend payment date beginning on November

1, 2005, or Exchange Date for the Company’s 6 % Convertible Subordinated Debentures, or Debentures at the rate of $ 10.00 principal

amount of Debentures for each share of Preferred Stock.

The Debentures, if issued, will mature 25 years after the Exchange Date and have

terms substantially similar to those of the Preferred Stock.

No such exchanges have taken place as of December 31, 2025.

For the year ended December 31, 2023, the company declared dividends of $ 0.15 per share quarterly on its 6 % Convertible Exchangeable Preferred Stock.

These dividends were paid on February 1, 2024.

No further dividends were declared or paid subsequent to this.

the year ended December 31, 2024, 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.

Stock-Based Compensation

Stock based compensation has been reported within expense line items on the consolidated statement of operations for the years ended 2024 and 2023 as shown in the following table (in thousands):

based compensation has been reported within expense line items on the consolidated statement of operations for the years ended 2025 and

2024 as shown in the following table (in thousands):

Schedule of Stock Based Compensation Expense

General and administrative

1 unchanged sentence

Stock-based compensation costs

In May 2018, the Company’s stockholders approved the 2018 Equity Incentive Plan (the “2018 Plan”), under which Cyclacel may make equity incentive grants to its officers, employees, directors and consultants.

The 2018 Plan replaced the 2015 Equity Incentive Plan (the “2015 Plan”).

The 2018 Plan allows for various types of award grants, including stock options and restricted stock units.

On June 21, 2024, the Company’s stockholders approved an additional 160,000 shares of common stock that may be issued under the 2018 Plan.

On June 13, 2023, the Company’s stockholders approved an additional 60,000 shares of common stock that may be issued under the 2018 Plan.

As of December 31, 2024, the Company has reserved approximately 196,000 shares of the Company’s common stock under the 2018 Plan for future issuances.

Stock option awards granted under the Company’s equity incentive plans have a maximum life of 10 years and generally vest over a one to four-year period from the date of grant.

May 2018, the Company’s stockholders approved the 2018 Equity Incentive Plan (the “2018 Plan”), under which Cyclacel

may make equity incentive grants to its officers, employees, directors and consultants.

The 2018 Plan allows for various types of award

grants, including stock options and restricted stock units.

February 6, 2025, the Company’s stockholders approved an amendment to the 2018 Plan to reserve an additional 500,000 shares of

Common Stock for issuance thereunder, which number would not be adjusted as a result of the Reverse Stock Split.

On June 30, 2025, the

Company’s stockholders approved another amendment to the 2028 Plan to reserve an additional 4,281,987 shares of Common Stock for

issuance thereunder.

As of December 31, 2025, the Company has reserved approximately 4,282,026 shares of the Company’s common stock

under the 2018 Plan for future issuances.

option awards granted under the Company’s equity incentive plans have a maximum life of 10 years and generally vest over a one

to four-year period from the date of grant .

Certain awards, though, vest immediately upon grant, including those granted in 2025, as

discussed in further detail below.

Inducement Equity Incentive Plan

In October 2020, the Inducement Equity Incentive Plan (the “Inducement Plan”), became effective.

Under the Inducement Plan, Cyclacel may make equity incentive grants to new senior level Employees (persons to whom the Company may issue securities without stockholder approval).

The Inducement Plan allows for the issuance of up to 13,333 shares of the Company’s common stock (or the equivalent of such number).

As of December 31, 2024, the reserve remains at 13,333 shares.

Option Grants and Exercises

There were 12,500 options granted during the year ended December 31, 2024, all issued under the 2018 Plan.

These options had a grant date fair value of $ 1.77 per option.

There were 43,342 options granted during the year ended December 31, 2023.

These options had a grant date fair value ranging between $ 6.32 -$ 10.98 per option.

Of the options granted during the year ended December 31, 2024, all vested six months from their date of grant.

Of the options granted during the year ended December 31, 2023, 17,033 awards shall vest on the third anniversary of their date of grant, or earlier if either of the certain performance conditions are met relating to enrollment goals for various clinical studies.

A further 8,600 options granted during the year ended December 31, 2023 were forfeited during 2024 due to the holders’ termination of employment with the Company.

The Company had assumed that these awards will vest after three years as satisfaction of the performance conditions is not probable at this time.

As of December 31, 2024, the total remaining unrecognized compensation cost related to the non-vested stock options with service conditions amounted to approximately $ 0.1 million, which will be amortized over the weighted-average remaining requisite service period of 1.30 years.

Outstanding Options

A summary of the share option activity and related information is as follows:

Price Per Share

Options outstanding at December 31, 2022

Cancelled/forfeited

Options outstanding at December 31, 2023

Cancelled/forfeited

Options outstanding at December 31, 2024

Unvested at December 31, 2024

Vested and exercisable at December 31, 2024

The fair value of the stock options granted is calculated using the Black-Scholes option-pricing model as prescribed by ASC 718 using the following assumptions:

October 2020, the Inducement Equity Incentive Plan (the “Inducement Plan”), became effective.

Under the Inducement Plan,

the Company may make equity incentive grants to new senior level Employees (persons to whom the Company may issue securities without

stockholder approval).

The Inducement Plan allows for the issuance of up to 55 shares of the Company’s common stock (or the equivalent

of such number).

As of December 31, 2025, all 55 shares under the Inducement Plan are available for issuance.

Awards Granted Outside of the 2018 Plan and Inducement Plan

February 2025, the Company issued stock option awards to employees and consultants outside of the 2018 Plan and the Inducement Plan.

The shares underlying these options are not registered for resale.

All of the options granted outside of the 2018 Plan and Inducement

Plan vest immediately upon grant and can be exercised beginning three months from the recipient’s Termination Date through the

expiry of the option awards, which is ten years from the grant date.

The Termination Date is defined as the date on which an award recipient

ceases to be an employee, director or consultant of the Company or of an Affiliate for any reason other than the death or disability,

or termination of the recipient for cause.

Grants and Exercises

were 24,812 options granted during the year ended December 31, 2025.

Of these awards, 1,066 were issued under the 2018 Plan and the rest

were issued outside of the 2018 Plan and the Inducement Plan.

Options granted during the year ended December 31, 2025 had a grant date

fair value ranging between $ 60.86 and $ 72.38 per option.

were 52 options granted under the 2018 Plan during the year ended December 31, 2024.

These options had a grant date fair value of $ 424.80

fair value of the stock options granted is calculated using the Black-Scholes option-pricing model as prescribed by ASC 718 using the

following assumptions:

Schedule of Assumptions Used for Fair Value of the Stock Options Granted Using Black-Scholes Option-Pricing Model

December 31, 2025

3 unchanged sentences

4.060 % – 4.250 %

100 % – 107 %

Expected dividend yield over expected term

Resulting weighted average grant date fair value

There were no stock options exercised during each of the years ended December 31, 2024 and 2023, respectively.

The Company does not expect to be able to benefit from the deduction for stock option exercises that may occur because the company has tax loss carryforwards from prior periods that would be expected to offset any potential taxable income.

Restricted Stock Units

The Company issued 12,500 restricted stock units during the year ended December 31, 2024.

These restricted stock units vest monthly over a six-month service period.

These restricted stock units were valued at $ 2.28 at the date of grant, which was equivalent to the market price of a share of the Company’s common stock on that date.

A total of 17,133 restricted stock units were issued in January 2023 vest on the third anniversary of their date of grant, or earlier if certain defined clinical trial related performance targets are met.

A three-year vesting assumption was applied to these restricted stock units as satisfaction of the performance conditions is not probable at this time.

Each of these restricted stock units was valued at $ 13.50 at the date of grant, which was equivalent to the market price of a share of the Company’s common stock on that date.

During 2023, 300 of these restricted stock units were forfeited as the recipient voluntarily terminated employment with the Company.

A further 8,488 restricted stock units issued in June 2023 vest on the first anniversary of the date of grant.

Each of these restricted stock units were valued at $ 8.84 at the date of grant, which was equivalent to the market price of a share of the Company’s common stock on that date.

During the year ended December 31, 2024, an additional 7,584 of these restricted stock units have been forfeited due to the holders’ termination of employment with the Company.

Summarized information for restricted stock units as of December 31, 2024 and 2023 is as follows:

Restricted Stock Units outstanding at December 31, 2022

were no stock options exercised during each of the years ended December 31, 2025 and 2024, respectively.

The Company does not expect

to be able to benefit from the deduction for stock option exercises that may occur because the company has tax loss carryforwards from

prior periods that would be expected to offset any potential taxable income.

of December 31, 2025, the total remaining unrecognized compensation cost related to all outstanding awards with service conditions is

less than $ 1,500 and will be amortized over an approximate remaining requisite service period of 0.50 years.

summary of the share option activity and related information is as follows:

Schedule of Share Option Activity

Average Remaining

Options outstanding at December 31, 2023

Cancelled/forfeited

Restricted Stock Units outstanding at December 31, 2023

Options outstanding at December 31, 2024

Cancelled/forfeited

Restricted Stock Units outstanding at December 31, 2024

Options outstanding at December 31, 2025

Unvested at December 31, 2025

Vested at December 31, 2024

Vested and exercisable at December 31, 2025

Company issued 500,178 restricted stock units during the year ended December 31, 2025.

These restricted stock units vested immediately

and were valued at $ 1.40 at the date of grant, which was equivalent to the market price of a share of the Company’s common stock

on that date.

Company issued 52

restricted stock units during the year ended December 31, 2024.

These restricted stock units vested monthly over a six-month 6 service period.

These restricted stock units were valued at $ 547.20 at

the date of grant, which was equivalent to the market price of a share of the Company’s common stock on that date.

Seventy-one 71

restricted stock units were issued in January 2023.

These units vest on the third anniversary of their date of grant, or earlier if certain

defined clinical trial-related performance targets are met.

A three-year 3 vesting assumption was applied to these restricted stock units

as satisfaction of the performance conditions is not probable at this time.

Each restricted stock unit was valued at $ 3,240.00 at the

date of grant, which was equivalent to the market price of a share of the Company’s common stock on that date.

As of December 31,

2025, all but 2 of the original awards granted have been forfeited due to the recipient’s termination of service with the Company.

In the year ended December 31, 2025, the Company reduced stock compensation cost, a component of selling general, and administrative

expense, by approximately $ 92,000 as a result of forfeitures of these awards during that period.

July 2025 Reverse Stock Split resulted in the effective cancellation of certain previously issued and outstanding restricted stock units.

In the quarter ended June 30, 2025, the Company accelerated the recognition of any remaining unrecognized compensation expense upon the

impending cancellation of those awards.

This resulted in an approximately $ 1,000 charge during the year ended December 31, 2025.

information for restricted stock units as of December 31, 2025 and 2024 is as follows:

Schedule of Restricted Stock Units Activity

RSUs outstanding at Dec 31, 2023

Cancelled/forfeited

RSUs outstanding at Dec 31, 2024

Vested and converted to Common Stock

Cancelled/forfeited

RSUs outstanding at December 31, 2025

Employee Benefit Plans

The Company operates a defined contribution group personal pension plan for all of its UK based employees.

Company contributions to the plan totaled approximately $ 51,000 and $ 52,000 for the years ended December 31, 2024 and 2023, respectively.

The 401(k) Plan provides for matching contributions by the Company in an amount equal to the lesser of 100 % of the employee’s deferral or 6 % of the U.S.

Company operates a defined contribution group personal pension plan for all of its UK based employees.

Company contributions to the plan

totaled approximately $ 500 and $ 51,000 for the years ended December 31, 2025 and 2024, respectively.

401(k) Plan provides for matching contributions by the Company in an amount equal to the lesser of 100 % of the employee’s deferral

or 6 % of the U.S.

employee’s qualifying compensation.

The 401(k) Plan is intended to qualify under Section 401(k) of the Internal Revenue Code, so that contributions to the 401(k) Plan by employees or by the Company, and the investment earnings thereon, are not taxable to the employees until withdrawn.

The 401(k) Plan is intended to qualify under Section 401(k) of the Internal

Revenue Code, so that contributions to the 401(k) Plan by employees or by the Company, and the investment earnings thereon, are not taxable

to the employees until withdrawn.

Company matching contributions are tax deductible by the Company when made.

In 2024, Company employees could elect to reduce their

current compensation by up to the statutorily prescribed annual limit of $ 23,000 if under 50 years old and $ 30,500 if over 50 years old and to have those funds contributed to the 401(k) Plan.

The Company made contributions of approximately $ 40,000 and $ 103,000 to the 401(k) Plan for the years ended December 31, 2024 and 2023, respectively.

(Loss) income from continuing operations before taxes is comprised of the following components for the years ended December 31, 2024 and 2023 (in thousands):

In 2025, Company employees

could elect to reduce their current compensation by up to the statutorily prescribed annual limit of $ 23,500 if under 50 years old and

$ 31,000 if over 50 years old and to have those funds contributed to the 401(k) Plan.

The Company made contributions of approximately

$ 333 and $ 40,000 to the 401(k) Plan for the years ended December 31, 2025 and 2024, respectively.

income from continuing operations before taxes is comprised of the following components for the years ended December 31, 2025 and 2024

(in thousands):

Schedule of Components of (Loss) Income Before Taxes from Continuing Operations

Year Ended December 31,

Loss from continuing operations before taxes

The benefit (provision) for income taxes from continuing operations consists of the following (in thousands):

benefit (provision) for income taxes from continuing operations consists of the following (in thousands):

Schedule of Benefit (Provision) for Income Taxes from Continuing Operations

Year Ended December 31,

4 unchanged sentences

Income tax benefit

The Company has incurred a taxable loss in each of the operating periods since incorporation.

The income tax credits of $ 0.8 million and $ 3.0 million for the years ended December 31, 2024 and 2023, respectively, represent UK research and development (“R&D”) tax credits for expenditures in the United Kingdom.

A reconciliation of the (benefit) provision for income taxes from continuing operations with the amount computed by applying the statutory federal tax rate to loss from continuing operations before income taxes is as follows (in thousands):

Company has incurred a taxable loss in each of the operating periods since incorporation.

The income tax credits of $ 0 million and $ 0.8

million for the years ended December 31, 2025 and 2024, respectively, represent UK research and development (“R&D”) tax

credits for expenditures in the United Kingdom.

reconciliation of the (benefit) provision for income taxes from continuing operations with the amount computed by applying the statutory

federal tax rate to loss from continuing operations before income taxes is as follows (in thousands):

Schedule of Effective Income Tax Rate Reconciliation

Year Ended December 31,

Federal Statutory Tax Rate

State and local income taxes, net of federal income tax effect

Foreign Tax Effects

Statutory Tax Rate Difference

Change in Valuation Allowance

Non-deductible expenses

Statutory Tax Rate Difference

Change in Valuation Allowance

Non-deductible expenses

Other adjustments

Income tax benefit

Year Ended December 31,

Loss from continuing operations before taxes

Income tax expense computed at statutory federal tax rate

Additional research and development tax relief

Loss surrendered to generate R&D credit

Change in valuation allowance

Other foreign items

Disallowed expenses and non-taxable income

Loss surrendered to generate R&D credit

Additional research and development tax relief

Stock Compensation

Change in valuation allowance

Foreign items, including change in tax rates, and other

Significant components of the Company’s deferred tax assets are shown below (in thousands):

Change in Tax Rate

Section 382 Limitation

Income tax benefit

components of the Company’s deferred tax assets are shown below (in thousands):

Schedule of Deferred Tax Assets

Year Ended December 31,

8 unchanged sentences

Net deferred tax assets

A valuation allowance has been established, as realization of such assets is uncertain.

The Company’s management evaluated the positive and negative evidence bearing upon the realizability of its deferred assets, and has determined that, at present, the Company may not be able to recognize the benefits of the deferred tax assets under the more likely than not criteria.

Accordingly, a valuation allowance of approximately $ 59.8 million has been established at December 31, 2024.

The valuation allowance has increased by approximately $ 2.5 million in 2024.

As specified in the Tax Reform Act of 1986, due to ownership changes, the Company’s ability to utilize its net operating loss (“NOL”) carryforwards may be limited.

Utilization of the NOLs may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could occur in the future.

These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively.

The Company completed a Section 382 study and has concluded that an ownership change occurred on March 4, 2015 and July 21, 2017.

valuation allowance has been established, as realization of such assets is uncertain.

The Company’s management evaluated the positive

and negative evidence bearing upon the realizability of its deferred assets, and has determined that, at present, the Company may not

be able to recognize the benefits of the deferred tax assets under the more likely than not criteria.

Accordingly, a valuation allowance

of approximately $ 4.1 million has been established at December 31, 2025.

The valuation allowance has increased by approximately $ 55.7

million in 2025.

specified in the Tax Reform Act of 1986, due to ownership changes, the Company’s ability to utilize its net operating loss (“NOL”)

carryforwards may be limited.

Utilization of the NOLs may be subject to a substantial annual limitation under Section 382 of the Internal

Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could occur in the future.

These ownership

changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and

tax, respectively.

The Company completed a Section 382 study and has concluded that an ownership change occurred on March 4, 2015 and

July 21, 2017.

As a result of the ownership changes, the NOLs are limited.

As of December 31, 2024 and 2023, the Company has federal NOLs of $ 3.5 million and $ 3.8 million, respectively.

The federal NOLs have an indefinite life.

As of December 31, 2024 and 2023, the Company has state NOLs of $ 16.8 million and $ 17.3 million, respectively, which will begin to expire in 2028.

As of December 31, 2024 and 2023, the Company had foreign NOLs of $ 230.0 million and $ 220.1 million, respectively.

The Company’s foreign NOL’s do not expire under UK tax law however the use of these NOLs is restricted to an annual £ 5.0 million allowance in each standalone company or group and above this allowance, there will be a 50 % restriction in the profits that can be covered by losses brought forward.

Management has evaluated all significant tax positions at December 31, 2024 and 2023 and concluded that there are no material uncertain tax positions.

of December 31, 2025 and 2024, the Company has federal NOLs of $ 8.0 million and $ 3.5 million, respectively.

The federal NOLs have an

indefinite life.

As of December 31, 2025 and 2024, the Company has state NOLs of $ 21.4 million and $ 16.8 million, respectively,

which will begin to expire in 2028.

As of December 31, 2025 and 2024, the Company had foreign NOLs of $ 0 million and $ 230.0 million,

respectively.

Following the liquidation and subsequent deconsolidation of the Company’s former UK subsidiary, the Company no longer

has any foreign NOLs.

has evaluated all significant tax positions at December 31, 2025 and 2024 and concluded that there are no material uncertain tax positions.

The Company would recognize both interest and penalties related to unrecognized benefits in income tax expense.

The Company has not recorded any interest and penalties on any unrecognized tax benefits since its inception.

Tax years 2020 - 2023 remain open to examination by major taxing jurisdictions to which the Company is subject, which are primarily in the United Kingdom and the United States, as carryforward attributes generated in years past may still be adjusted upon examination by the United Kingdom’s H.M.

Revenue & Customs, the Internal Revenue Service (“IRS”) or state tax authorities.

The Company is currently not under examination by the IRS or any other jurisdictions for any tax years.

We have not provided a deferred tax liability on the cumulative amount of unremitted foreign earnings of international subsidiaries because it is our intent to permanently reinvest such earnings outside of the United States.

The Company has an aggregate deficit in foreign earnings and therefore has not provided any deferred tax liability on its outside book-tax basis difference in its foreign subsidiaries and because it is also our intent to permanently reinvest any earnings outside of the United States.

We would recognize this deferred tax liability if we were to experience a

change in circumstances producing a change in that intention.

As a result of the repeal of Section 902 foreign tax credit under the Tax Act, future distributions would not be offset by a foreign tax credit.

Effective for tax years beginning after December 31, 2021, taxpayers are required to capitalize any expenses incurred that are considered incidental to research and experimentation (R&E) activities under IRC Section 174.

While taxpayers historically had the option of deducting these expenses under IRC Section 174, the December 2017 Tax Cuts and Jobs Act mandates capitalization and amortization of R&E expenses for tax years tax years beginning after December 31, 2021.

Expenses incurred in connection with R&E activities in the US must be amortized over a 5-year period if incurred, and R&E expenses incurred outside the US must be amortized over a 15-year period.

R&E activities are broader in scope than qualified research activities that are considered under IRC Section 41 (relating to the research tax credit).

For the year ended December 31, 2024, the Company performed an analysis based on available guidance and determined that the company does not have any R&E expenses in the US.

The company will continue to monitor this issue for future developments, but it does not expect R&E capitalization and amortization to require it to pay cash taxes now or in the near future.

The Company has not recorded

any interest and penalties on any unrecognized tax benefits since its inception.

years 2022 - 2024 remain open to examination by major taxing jurisdictions to which the Company is subject, which are primarily in the

United States, as carryforward attributes generated in years past may still be adjusted upon examination by the Internal Revenue Service

(“IRS”) or state tax authorities.

The Company is currently not under examination by the IRS or any other jurisdictions for

any tax years.

have not provided a deferred tax liability on the cumulative amount of unremitted foreign earnings of international subsidiaries because

it is our intent to permanently reinvest such earnings outside of the United States.

Company has an aggregate deficit in foreign earnings and therefore has not provided any deferred tax liability on its outside book-tax

basis difference in its foreign subsidiaries and because it is also our intent to permanently reinvest any earnings outside of the United

We would recognize this deferred tax liability if we were to experience a change in circumstances producing a change in that

As a result of the repeal of Section 902 foreign tax credit under the Tax Act, future distributions would not be offset by

a foreign tax credit.

for tax years beginning after December 31, 2021, taxpayers are required to capitalize any expenses incurred that are considered incidental

to research and experimentation (R&E) activities under IRC Section 174.

While taxpayers historically had the option of deducting

these expenses under IRC Section 174, the December 2017 Tax Cuts and Jobs Act mandates capitalization and amortization of R&E expenses

for tax years tax years beginning after December 31, 2021.

Expenses incurred in connection with R&E activities in the US must be

amortized over a 5-year period if incurred, and R&E expenses incurred outside the US must be amortized over a 15-year period.

activities are broader in scope than qualified research activities that are considered under IRC Section 41 (relating to the research

For the year ended December 31, 2025, the Company performed an analysis based on available guidance and determined that

the company does not have any R&E expenses in the US.

The company will continue to monitor this issue for future developments, but

it does not expect R&E capitalization and amortization to require it to pay cash taxes now or in the near future.

Net Loss Per Share

Basic and diluted net loss per share attributable to common stockholders was calculated as follows:

and diluted net loss per share attributable to common stockholders was calculated as follows:

Schedule of Basic and Diluted Net Loss Per Share

Years ended December 31,

Dividend on convertible exchangeable preferred shares

Deemed dividend on warrant exchange

Net loss attributable to common shareholders

1 unchanged sentence

Loss per share - basic and diluted

Potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share.

Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.

The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss

Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per

share attributable to common stockholders is the same.

The Company excluded the following potential common shares, presented based on

amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the

periods indicated because including them would have had an anti-dilutive effect:

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

Stock options

Restricted Stock Units

6 % convertible exchangeable preferred stock

Series A preferred stock

Series B preferred stock

Common stock warrants

1 unchanged sentence

Geographic and Segment Information

Geographic information for the years ended December 31, 2024 and 2023 is as follows (in thousands):

information for the years ended December 31, 2025 and 2024 is as follows (in thousands):

Schedule of Geographic Information

Year Ended December 31,

1 unchanged sentence

Total Revenue

Net (loss) / gain

United States

7 unchanged sentences

Total Long Lived Assets, net

The Company operates as a single segment engaged in the development of innovative cancer medicines based on cell cycle, transcriptional regulation and mitosis control biology .

Consistent with our operational structure, our Chief Executive Officer (CEO), as the chief operating decision maker, makes resource allocation and business process decisions globally across our consolidated business.

Managing and allocating resources at the consolidated level enables our CEO to assess the overall level of resources available and how to best deploy these resources across functions, and research and development projects in line with our overarching long-term corporate-wide strategic goals, rather than on a geographic or some other basis.

Consistent with this decision-making process, our CEO considers consolidated net loss, which is our single segment’s principal measure of segment profit and loss, when evaluating performance and allocating company-wide resources.

Significant expenses are amounts that are regularly provided to our CEO and included in consolidated net loss, our primary measure of our single segment’s profit or loss.

Our CEO regularly reviews reported consolidated revenues, significant expenses and consolidated net loss, in addition to forecasted revenues, significant expenses and net loss amounts for future periods.

A summary of our consolidated net loss for the years ended December 31, 2024 and 2023 is as follows, including the significant expenses provided to and regularly reviewed by our CEO:

the latter part of 2025, following the acquisition of our wholly owned subsidiary, Fitters Sdn.

(“Fitters”), the Company operated as a

segment engaged in the distribution of fire safety materials, equipment and fire prevention systems.

Prior to the acquisition of

Fitters, the Company operated as a single segment engaged in the development of innovative cancer medicines based on cell cycle,

transcriptional regulation and mitosis control biology.

Consistent with our operational structure, our Chief Executive Officer

(CEO), as the chief operating decision maker, makes resource allocation and business process decisions globally across our

consolidated business.

Managing and allocating resources at the consolidated level enables our CEO to assess the overall level of

resources available and how to best deploy these resources across functions such as production, research and development, business

development, or administration and research and development projects in line with our overarching long-term corporate-wide strategic

goals, rather than on a geographic or some other basis.

Consistent with this decision-making process, our CEO considers consolidated

net loss, which is our single segment’s principal measure of segment profit and loss, when evaluating performance and

allocating company-wide resources.

expenses are amounts that are regularly provided to the CEO and comprise the identical captions that are reported on the consolidated

statement of operations.

summary of our consolidated net loss for the years ended December 31, 2025 and 2024 is as follows, including the significant expenses

provided to and regularly reviewed by our CEO:

Schedule of Summary of Consolidated Net Loss

Operating expenses:

Cost of sales

Research and development

4 unchanged sentences

Loss before taxes

Income tax benefit

Income tax benefit / (charge)

Subsequent Events

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 6% Convertible Exchangeable Preferred Stock

to Nasdaq notices received September 11, 2025 and March 12, 2026 in connection with the Company’s failure to satisfy a continued

listing rule in relation to its 6 % Convertible Exchangeable Preferred Stock (listed on The Nasdaq Capital Market under the symbol “BGMSP”),

trading of the Preferred Stock was suspended at the opening of business on March 23, 2026, and a Form 25-NSE was filed with the Securities

and Exchange Commission, which removed the Company’s securities from listing and registration on The Nasdaq Stock Market.

is expected that the Preferred Stock will be delisted from The Nasdaq Capital Market on or after April 2, 2026.

The Company believes

that the Preferred Stock may be quoted and traded on the OTC Markets after April 2, 2026.

The delisting does not affect the Company’s

Common Stock (listed on The Nasdaq Capital Market under the symbol “BGMS”).

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data