What changed in this filing

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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-04-02 · 201 added, 109 removed, 92 unchanged (77% of the section changed)

Controls and Procedures

(a) Disclosure Controls:

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, on the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2024.

Pursuant to this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, the end of the period covered by this report, our disclosure controls and procedures were effective.

(b) Management’s Annual Report on Internal Control Over Financial Reporting:

Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.

Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion or improper override.

Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.

However, these inherent limitations are known features of the financial reporting process, and it is possible to design safeguards into the process to reduce, though not eliminate, this risk.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.

Management’s assessment included an evaluation of the design of our internal control over financial reporting and

testing of the operational effectiveness of our internal control over financial reporting.

Disclosure Controls:

maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act

reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s

rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and

Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

An evaluation was performed under

the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial

Officer, on the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2025.

to this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, the end of the period

covered by this report, our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control Over Financial Reporting:

control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief

Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles, and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets

of the Company;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with

authorizations of management and directors of the Company;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s

assets that could have a material effect on the financial statements.

control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent

Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses

in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion

or improper override.

Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a

timely basis by internal control over financial reporting.

However, these inherent limitations are known features of the financial reporting

process, and it is possible to design safeguards into the process to reduce, though not eliminate, this risk.

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Exchange Act Rules 13a-15(f) and 15d-15(f).

Under the supervision and with the participation of our management, including our Chief

Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial

reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO) in 2013.

assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.

Management’s assessment included

an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal

control over financial reporting.

Management reviewed the results of its assessment with the Audit Committee.

Based on this assessment, management determined that, as of December 31, 2024, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

This annual report does not include an attestation report of our registered independent public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) during the fiscal year ended December 31, 2024 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

on this assessment, management determined that, as of December 31, 2025, our internal control over financial reporting was effective

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

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

annual report does not include an attestation report of our registered independent public accounting firm regarding internal control

over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant

to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

Following the acquisition of Fitters Sdn.

Bhd., the Company evaluated the internal controls environment and related

processes of the newly acquired subsidiary.

The Company concluded that the internal controls environment inherent at the subsidiary was

robust enough to allow the continuation of the preparation of the subsidiary level financial statements by existing financial personnel,

supported and supervised by the Chief Financial Officer.

At entity level, which incorporates the consolidation of all subsidiary companies,

have not been any significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) during the fiscal

year ended December 31, 2025 that have materially affected or are reasonably likely to materially affect, our internal control over financial

Other information

Amendment to Amended and Restated Certificate of Incorporation for Reverse Stock Split

At the Special Meeting of Stockholders (the “Special Meeting”) of the Company held on December 8, 2023, the Company’s stockholders approved a proposal authorizing an amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a one-time reverse stock split of the Company’s outstanding shares of common stock at a ratio of not less than 1-for-3 and not greater than 1-for-15.

On December 15, 2023, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment (and also a Certificate of Correction to Certificate of Amendment to the Amended and Restated Certificate of Incorporation) to effect a one-time reverse stock split of the Company’s common stock, at a ratio of 1-for-15 (the “Reverse Stock Split”).

The Reverse Stock Split was effective at 5:00 p.m.

Eastern Time, after the close of trading on The Nasdaq Capital Market, on December 15, 2023 (the “Effective Time”).

At the Effective Time, every 15 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock, without any change in the par value per share.

In addition, proportionate adjustments were made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, warrants and other convertible securities, and to the number of shares issued and issuable under the Company’s stock incentive plans.

Rule 10b5-1 Trading Arrangements

During the year ended December 31, 2024, no director or officer of the Company adopted, modified or terminated a “ Rule 10b5-1 trading arrangement ” or “ non-Rule 10b5-1 trading arrangement ,” as each term is defined in Item 408(a) of Regulation S-K.

to Amended and Restated Certificate of Incorporation for to Increase Shares and for Reverse Stock Splits

April 25, 2025, after obtaining the approval of the Board of Directors and majority stockholder of the Company, as disclosed in the Company’s

Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on April 3, 2025 (the “Schedule

14C”), the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate

of Amendment”) with the Secretary of State of the State of Delaware.

The Certificate of Amendment became effective upon filing

to increase the number of authorized shares of the Company’s common stock from two hundred fifty million (250,000,000) to six hundred

million (600,000,000).

The amendment did not result in any changes to the issued and outstanding shares of the Company’s common

stock, and only affects the number of shares that may be issued by the Company in the future.

May 7, 2025, the “Company filed an amendment to its Certificate of Incorporation (the “May Certificate of Amendment”)

to implement a one-for-sixteen reverse stock split.

The effective date of the Certificate of Amendment is May 12, 2025 (the “May

12 Effective Date”).

The Company’s common stock began trading on a split-adjusted basis when the market opens on the May

12 Effective Date.

The Board of Directors of the Company approved the amendment to the Company’s Certificate of Incorporation primarily

to meet the share bid price requirements of The Nasdaq Capital Market.

The Company’s stockholders approved the Certificate of Amendment

at a special meeting of its stockholders held on February 6, 2025.

As a result of the reverse stock split, on the Effective Date, every

sixteen shares of common stock then issued and outstanding automatically were combined into one share of common stock, with no change

in par value per share.

No fractional shares were outstanding following the reverse stock split, and any fractional shares that would

have resulted from the reverse stock split were (a) rounded up to the nearest whole number for any shareholder who would otherwise be

entitled to receive one-half or more of a fractional split-adjusted share, and (b) rounded down to the nearest whole number for any shareholder

who would otherwise be entitled to receive less than one-half of a fractional split-adjusted share.

July 2, 2025, the Company) filed an amendment to its Certificate of Incorporation (“July Certificate of Amendment”) to implement

a one-for-fifteen reverse stock split.

The effective date of the Certificate of Amendment is July 7, 2025 (the “July 2 Effective

The Company’s common stock will begin trading on a split-adjusted basis when the market opens on the July 2 Effective

The Board of Directors of the Company approved the amendment to the Company’s July Certificate of Incorporation primarily

to meet the share bid price requirements of The Nasdaq Capital Market.

The Company’s stockholders approved the Certificate of Amendment

by majority written consent on May 12, 2025.

As a result of the reverse stock split, on the Effective Date, every fifteen shares of common

stock then issued and outstanding automatically were combined into one share of common stock, with no change in par value per share.

No fractional shares were outstanding following the reverse stock split, and any fractional shares that would have resulted from the

reverse stock split were (a) rounded up to the nearest whole number for any shareholder who would otherwise be entitled to receive one-half

or more of a fractional split-adjusted share, and (b) rounded down to the nearest whole number for any shareholder who would otherwise

be entitled to receive less than one-half of a fractional split-adjusted share.

10b5-1 Trading Arrangements

the year ended December 31, 2025, no director or officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading

arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

The information required by item 10 is incorporated herein by reference from our Proxy Statement, which will be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders.

We have adopted a Code of Business Conduct and Ethics that applies to all of our officers, directors, and employees, including our principal executive officer, principal financial officer, principal accounting officer, and controller, or persons performing similar functions, which is posted on our website.

Our Code of Business Conduct and Ethics is a “code of ethics,” as defined in Item 406(b) of Regulation S-K.

We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Conduct on our website.

The information contained on, or accessible from, our website is not part of this Annual Report on Form 10-K by reference or otherwise.

information required by item 10 is incorporated herein by reference from our Proxy Statement, which will be filed with the SEC with respect

to our 2026 Annual Meeting of Stockholders.

have adopted a Code of Business Conduct and Ethics that applies to all of our officers, directors, and employees, including our principal

executive officer, principal financial officer, principal accounting officer, and controller, or persons performing similar functions,

which is posted on our website.

Our Code of Business Conduct and Ethics is a “code of ethics,” as defined in Item 406(b)

of Regulation S-K.

We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Conduct

on our website.

The information contained on, or accessible from, our website is not part of this Annual Report on Form 10-K by reference

or otherwise.

Executive Compensation

The information required by item 11 is incorporated herein by reference from our Proxy Statement, which will be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders.

information required by item 11 is incorporated herein by reference from our Proxy Statement, which will be filed with the SEC with respect

to our 2026 Annual Meeting of Stockholders.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by item 12 is incorporated herein by reference from our Proxy Statement, which will be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders.

information required by item 12 is incorporated herein by reference from our Proxy Statement, which will be filed with the SEC with respect

to our 2026 Annual Meeting of Stockholders.

Certain Relationships and Related Transactions, and Director Independence

The information required by item 13 is incorporated herein by reference from our Proxy Statement, which will be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders.

information required by item 13 is incorporated herein by reference from our Proxy Statement, which will be filed with the SEC with respect

to our 2026 Annual Meeting of Stockholders.

Principal Accountant Fees and Services

The information required by item 14 is incorporated herein by reference from our Proxy Statement, which will be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders.

information required by item 14 is incorporated herein by reference from our Proxy Statement, which will be filed with the SEC with respect

to our 2026 Annual Meeting of Stockholders.

Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report are as follows:

(1) See “Index to Consolidated Financial Statements and Financial Statement Schedules” at Item 8 of this Annual Report on Form 10-K.

(2) Other financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto.

(3) The following is a list of exhibits filed as part of this Annual Report on Form 10-K.

(b) Exhibits:

Agreement for the Sale and Purchase of Certain Assets dated March 10, 2025 by and between Cyclacel Pharmaceuticals, Inc., Cyclacel Limited, and with Carrie James and James Hopkirk, the liquidators of Cyclacel Limited (previously filed as Exhibit 2.1 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on March 14, 2025 and incorporated herein by reference).

Amended and Restated Certificate of Incorporation of Cyclacel Pharmaceuticals, Inc.

filed as part of this report are as follows:

“Index to Consolidated Financial Statements and Financial Statement Schedules” at Item 8 of this Annual Report on Form

financial statement schedules have not been included because they are not applicable or the information is included in the financial

statements or notes thereto.

following is a list of exhibits filed as part of this Annual Report on Form 10-K.

Agreement for the Sale and Purchase of Certain Assets dated March 10, 2025 by and between Bio Green Med Solution, Inc., Cyclacel Limited, and with Carrie James and James Hopkirk, the liquidators of Cyclacel Limited (previously filed as Exhibit 2.1 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on March 14, 2025 and incorporated herein by reference).

Amended and Restated Certificate of Incorporation of Bio Green Med Solution, Inc.

(previously filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, originally filed with the SEC on April 1, 2013, and incorporated herein by reference).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cyclacel Pharmaceuticals, Inc.

Exchange Agreement dated May 6, 2025 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on May 6, 2025)

Amendment No.

1 to Exchange Agreement dated July 7, 2025 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on July 7, 2025)

Asset Purchase Agreement dated October 6, 2025 by and between Bio Green Med Solution, Inc., and Tethra Biosciences Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on October 7, 2025)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Bio Green Med Solution, Inc.

(previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on May 27, 2016, and incorporated herein by reference).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cyclacel Pharmaceuticals, Inc.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Bio Green Med Solution, Inc.

(previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on April 14, 2020, and incorporated herein by reference).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cyclacel Pharmaceuticals, Inc.

(previously filed as Exhibit 3.

4 to the Registrant’s Registration Statement on Form S-1 , originally filed with the SEC on January 19 , 202 4 , and incorporated herein by reference).

Certificate of Correction to the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cyclacel Pharmaceuticals, Inc.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Bio Green Med Solution, Inc.

(previously filed as Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1, originally filed with the SEC on January 19, 2024, and incorporated herein by reference).

Second Amended and Restated Bylaws of Cyclacel Pharmaceuticals, Inc.

Certificate of Correction to the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Bio Green Med Solution, Inc.

(previously filed as Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1, originally filed with the SEC on January 19, 2024, and incorporated herein by reference).

Second Amended and Restated Bylaws of Bio Green Med Solution, Inc.

(previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on May 7, 2020, and incorporated herein by reference).

Amendment No.

1 to the Second Amended and Restated Bylaws of Cyclacel Pharmaceuticals, Inc.

1 to the Second Amended and Restated Bylaws of Bio Green Med Solution, Inc.

(previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on November 7, 2023, and incorporated herein by reference).

7 unchanged sentences

Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on February 6, 2025 (previously filed as Exhibit 3.4 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on February 12, 2025 and incorporated herein by reference).

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cyclacel Pharmaceuticals, Inc.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Bio Green Med Solution, Inc.

filed with the Secretary of State of the State of Delaware on February 10, 2025 (previously filed as Exhibit 3.5 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on February 12, 2025 and incorporated herein by reference).

Certificate of Designation of Preferences, Rights and Limitations of Series E Preferred Stock (previously filed as Exhibit 3.1 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on March 24, 2025 and incorporated herein by reference).

Certificate of Amendment to Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on April 25, 2025 (previously filed as Exhibit 3.1 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on April 25, 2025 and incorporated herein by reference).

Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series E Preferred Stock filed with the Secretary of State of the State of Delaware on April 25, 2025 (previously filed as Exhibit 3.2 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on April 25, 2025 and incorporated herein by reference).

Certificate of Amendment to Certificate of Incorporation, effective May 12, 2025 (previously filed as Exhibit 3.1 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on May 7, 2025 and incorporated herein by reference).

Certificate of Designation of Preferences, Rights and Limitations of Series F Preferred Stock (previously filed as Exhibit 3.1 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on June 20, 2025 and incorporated herein by reference).

Certificate of Amendment to Certificate of Incorporation, effective July 7, 2025 (previously filed as Exhibit 3.1 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on July 2, 2025 and incorporated herein by reference).

Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series F Preferred Stock filed with the Secretary of State of the State of Delaware on July 28, 2025 (previously filed as Exhibit 3.1 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on July 28, 2025 and incorporated herein by reference).

Certificate of Amendment to Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on September 12, 2025 and incorporated herein by reference).

Specimen of common stock Certificate (previously filed as Exhibit 4.1 to Registrant’s Registration Statement on Form S-1, File No.

2 unchanged sentences

333-119585, originally filed with the SEC on October 21, 2004, as subsequently amended, and incorporated herein by reference).

Form of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc.

Form of Warrant to purchase shares of Bio Green Med Solution, Inc.

common stock (previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on July 1, 2011, and incorporated herein by reference).

1 unchanged sentence

Registration Rights Agreement, dated November 14, 2013, by and between the Company and Aspire Capital Fund, LLC (previously filed as Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q, originally filed with the SEC on November 14, 2013, and incorporated herein by reference).

Form of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc.’s common stock (previously filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (No.

Form of Warrant to purchase shares of Bio Green Med Solution, Inc.’s common stock (previously filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (No.

333-218305), originally filed with the SEC on July 17, 2017, and incorporated herein by reference).

13 unchanged sentences

Form of Pre-Funded Warrant (previously filed as Exhibit 4.1 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on January 6, 2025 and incorporated herein by reference).

Form of Series A Common Stock Purchase Warrant (previously filed as Exhibit 10.2 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on June 20, 2025 and incorporated herein by reference).

Form of Series B Common Stock Purchase Warrant (previously filed as Exhibit 10.3 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on June 20, 2025 and incorporated herein by reference).

Form of Series C Common Stock Purchase Warrant (previously filed as Exhibit 10.4 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on June 20, 2025 and incorporated herein by reference).

Form of Amended and Restated Series A Common Stock Purchase Warrant (previously filed as Exhibit 10.1 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on September 1, 2025 and incorporated herein by reference).

Form of Amended and Restated Series B Common Stock Purchase Warrant (previously filed as Exhibit 10.2 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on September 1, 2025 and incorporated herein by reference).

Form of Amended and Restated Series C Common Stock Purchase Warrant (previously filed as Exhibit 10.3 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on September 1, 2025 and incorporated herein by reference).

Amended and Restated 2006 Equity Incentive Plan (previously filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K, originally filed with the SEC on May 24, 2012, and incorporated herein by reference).

1 unchanged sentence

Amended and Restated 2018 Equity Incentive Plan (previously filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K originally filed with the SEC on June 14, 2023, and incorporated herein by reference).

Clinical Collaboration Agreement by and between Cyclacel Pharmaceuticals, Inc.

Clinical Collaboration Agreement by and between Bio Green Med Solution, Inc.

and the University of Texas M.D.

Anderson Cancer Center dated as of August 21, 2018 (previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018 and incorporated herein by reference).

Cyclacel Pharmaceuticals, Inc.

2020 Inducement Equity Incentive Plan (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on November 12, 2020, and incorporated herein by reference).

Form of Stock Option Grant Notice and Stock Option Agreement under the Cyclacel Pharmaceuticals, Inc.

2020 Inducement Equity Incentive Plan (previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on November 12, 2020, and incorporated herein by reference).

Employment Agreement between Cyclacel Pharmaceuticals, Inc.

Bio Green Med Solution, Inc.

2020 Inducement Equity Incentive Plan (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q, originally filed with the SEC on November 12, 2020, and incorporated herein by reference).

Form of Stock Option Grant Notice and Stock Option Agreement under the Bio Green Med Solution, Inc.

2020 Inducement Equity Incentive Plan (previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 10-Q, originally filed with the SEC on November 12, 2020, and incorporated herein by reference).

Employment Agreement between Bio Green Med Solution, Inc.

and Spiro Rombotis (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on May 4, 2023 and incorporated herein by reference).

Employment Agreement between Cyclacel Pharmaceuticals, Inc.

Employment Agreement between Bio Green Med Solution, Inc.

and Paul McBarron (previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on May 4, 2023 and incorporated herein by reference).

Form of Indemnification Agreement for directors (previously filed as Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K/A, originally filed with the SEC on November 29, 2023, and incorporated herein by reference).

Placement Agency Agreement by and between Cyclacel Pharmaceuticals, Inc.

Placement Agency Agreement by and between Bio Green Med Solution, Inc.

and Ladenburg Thalmann & Co.

Inc., dated December 21, 2023 (previously filed as Exhibit 10.1 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on December 26, 2023 and incorporated herein by reference).

Securities Purchase Agreement by and between Cyclacel Pharmaceuticals, Inc.

Securities Purchase Agreement by and between Bio Green Med Solution, Inc.

and the Purchasers, dated December 21, 2023 (previously filed as Exhibit 10.2 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on December 26, 2023 and incorporated herein by reference).

Securities Purchase Agreement by and between Cyclacel Pharmaceuticals, Inc.

Securities Purchase Agreement by and between Bio Green Med Solution, Inc.

and Spiro Rombotis and Paul McBarron, dated December 21, 2023 (previously filed as Exhibit 10.3 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on December 26, 2023 and incorporated herein by reference).

18 unchanged sentences

Samuel Barker and the Company (previously filed as Exhibit 10.3 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on February 27, 2025 and incorporated herein by reference).

Assignment of Patent Rights Agreement dated March 10, 2025 by and between Cyclacel Pharmaceuticals, Inc., Cyclacel Limited, and with Carrie James and James Hopkirk, the liquidators of Cyclacel Limited (previously filed as Exhibit 10.1 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on March 14, 2025 and incorporated herein by reference).

Subsidiaries of Cyclacel Pharmaceuticals, Inc.

(previously filed as Exhibit 21 to the Registrant’s Annual Report on Form 10-K, originally filed with the SEC on March 26, 2014, and incorporated herein by reference).

Assignment of Patent Rights Agreement dated March 10, 2025 by and between Bio Green Med Solution, Inc., Cyclacel Limited, and with Carrie James and James Hopkirk, the liquidators of Cyclacel Limited (previously filed as Exhibit 10.1 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on March 14, 2025 and incorporated herein by reference).

Form of Securities Purchase Agreement, dated as of June 20, 2025, by and among the Company and the Investors (previously filed as Exhibit 10.1 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on June 20, 2025 and incorporated herein by reference).

Trademark License Agreement dated September 12, 2025 between FITTERS Diversified Berhad and FITTERS Sdn.

Form of Warrant Exchange Agreement (previously filed as Exhibit 10.1 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on September 4, 2025 and incorporated herein by reference).

Subsidiaries of Bio Green Med Solution, Inc.

(previously filed as Exhibit 21 to the Registrant’s Annual Report on Form 10-K, originally filed with the SEC on March 26, 2014, and incorporated herein by reference) (previously filed as Exhibit 10.1 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on September 12, 2025 and incorporated herein by reference).

Insider Trading Policy

7 unchanged sentences

Clawback Policy

The following materials from Cyclacel Pharmaceuticals, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (Extensible Business Reporting Language):

(i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

Indicates management compensatory plan, contract or arrangement.

Confidential treatment has been granted with respect to certain portions of this exhibit, which portions have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities and Exchange Act of 1934, as amended.

Filed herewith.

Furnished herewith.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.

CYCLACEL PHARMACEUTICALS, INC.

April 2, 2025

/s/ Datuk Dr.

following materials from Bio Green Med Solution, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted

in Inline XBRL (Extensible Business Reporting Language):

(i) the Condensed Consolidated Statements of Income, (ii) the Condensed

Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated

Financial Statements.

Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

management compensatory plan, contract or arrangement.

treatment has been granted with respect to certain portions of this exhibit, which portions have been omitted and filed separately

with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities and Exchange

Act of 1934, as amended.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned.

GREEN MED SOLUTION, INC.

March 30, 2026

Doris Wong Sing Ee

Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Datuk Dr.

Executive Officer

Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Doris Wong Sing Ee

Chief Executive Officer,

April 2, 2025

Executive Officer,

Doris Wong Sing Ee

(Principal Executive Officer) and Director

/s/ Kiu Cu Seng

Chief Financial Officer & Secretary,

April 2, 2025

Co-Principal Financial Officer and Co-Principal

Accounting Officer, Director

/s/ Avraham Ben-Tzvi

April 2, 2025

Avraham Ben-Tzvi

/s/ Kwang Fock Chong

April 2, 2025

Kwang Fock Chong

/s/ David Lazar

Co-Principal Financial Officer and Co-Principal

April 2, 2025

Accounting Officer

/s/ David Natan

April 2, 2025

Executive Officer) and Director

Financial Officer & Secretary,

Financial Officer and Principal

Officer, Director

Inigo Angel Laurduraj

Angel Laurduraj

Satis Waran Nair Krishnan

Soon Ping Pappas

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 9A. Controls and Procedures