Bio Green Med Solution, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO BIO GREEN MED SOLUTION, INC. FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 7167 ) 60 Consolidated Balance Sheets as of December 31, 2025 and 2024 61 Consolidated Statements of Operations (Loss) for the years ended December 31, 2025 and 2024 62 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025 and 2024 63 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024 64 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 65 Notes to Consolidated Financial Statements 66 59 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and the Stockholders of Bio Green Med Solution, Inc. (Formerly known as Cyclacel Pharmaceuticals, Inc.) Opinion on the Consolidated Financial Statements We 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. 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 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 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. We 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. Accordingly, we express no such opinion. Our 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. /s/ SFAI Malaysia PLT We have served as the Company’s auditor since 2025. Malaysia March 30, 2026 PCAOB ID Number 7167 60 Table of Contents BIO GREEN MED SOLUTION, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) December 31, December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 3,505 $ 3,137 Accounts receivable 1,257 — Inventory 1,384 — Prepaid expenses and other current assets 110 537 Total current assets 6,256 3,674 Property and equipment, net 137 3 Right-of-use lease asset 12 5 Goodwill 1,570 — Non-current assets 210 412 Total assets $ 8,185 $ 4,094 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable $ 617 $ 4,599 Accrued and other current liabilities 715 1,669 Total current liabilities 1,332 6,268 Lease liability 2 — Other liabilities 9 — Total liabilities 1,343 6,268 Stockholders’ equity (deficit): Preferred stock, $ 0.001 par value; 5,000,000 shares authorized at December 31, 2025 and December 31, 2024; 6 % Convertible Exchangeable preferred stock; 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 — — Series A convertible preferred stock, $ 0.001 par value; 264 shares issued and outstanding at December 31, 2025 and December 31, 2024 — — Series B convertible preferred stock, $ 0.001 par value; 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; 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 5 — Additional paid-in capital 461,287 438,211 Accumulated other comprehensive loss ( 39 ) ( 891 ) Accumulated deficit ( 454,411 ) ( 439,494 ) Total stockholders’ equity (deficit) 6,842 ( 2,174 ) Total liabilities and stockholders’ equity (deficit) $ 8,185 $ 4,094 The accompanying notes are an integral part of these consolidated financial statements. 61 Table of Contents BIO GREEN MED SOLUTION, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (LOSS) (In thousands, except share and per share amounts) 2025 2024 Year Ended December 31, 2025 2024 Revenues: Product Revenue – Fire Safety $ 747 $ — Clinical trial supply — 43 Revenues $ 747 $ 43 Operating expenses: Cost of sales 609 — Research and development 848 6,655 General and administrative 7,717 5,392 Total operating expenses 9,174 12,047 Operating loss ( 8,427 ) ( 12,004 ) Other income (expense): Foreign exchange losses 73 ( 54 ) Interest income 62 12 Gain on deconsolidation of former subsidiary 4,947 — Other income, net 354 52 Total other income, net 5,436 10 Loss before taxes ( 2,991 ) ( 11,994 ) Income tax benefit / (provision) ( 7 ) 782 Net loss ( 2,998 ) ( 11,212 ) Dividend on convertible exchangeable preferred shares ( 61 ) — Deemed dividend on warrant exchange ( 11,033 ) — Net loss applicable to common shareholders $ ( 14,092 ) $ ( 11,212 ) Basic and diluted earnings per common share: Net loss per share – basic and diluted (common shareholders) $ ( 6.45 ) $ ( 502.46 ) Weighted average common shares outstanding 2,185,075 22,314 The accompanying notes are an integral part of these consolidated financial statements. 62 Table of Contents BIO GREEN MED SOLUTION, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) 2025 2024 Year Ended December 31, 2025 2024 Net loss $ ( 2,998 ) $ ( 11,212 ) Translation adjustment 2,346 2,916 Unrealized foreign exchange loss on intercompany loans ( 2,380 ) ( 2,899 ) Comprehensive loss $ ( 3,032 ) $ ( 11,195 ) The accompanying notes are an integral part of these consolidated financial statements. 63 Table of Contents BIO GREEN MED SOLUTION, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share amounts) Shares Amount Shares Amount Capital Loss Deficit Equity Accumulated Additional Other Total Preferred Stock Common Stock Paid-in Comprehensive Accumulated Stockholders’ Shares Amount Shares Amount Capital Loss Deficit Equity Balances at December 31, 2023 454,537 $ — 4,412 $ — $ 429,797 $ ( 908 ) $ ( 428,282 ) $ 607 Issue of common stock, preferred stock and associated warrants on underwritten offering, net of expenses — — 2,944 0 6,209 — — 6,209 Conversion of series B Preferred stock ( 119,000 ) — 165 — — — — — Conversion of series 6 % Convertible Exchangeable Preferred ( 200,000 ) — 0 — — — — — Warrant Exercises — — 29,391 0 1,613 — — 1,613 Stock-based compensation — — — — 592 — — 592 Stock-based compensation, shares Unrealized foreign exchange on intercompany loans — — — — — ( 2,899 ) — ( 2,899 ) Translation adjustment — — — — — 2,916 — 2,916 Loss for the period — — — — — — ( 11,212 ) ( 11,212 ) Balances at December 31, 2024 135,537 $ — 36,913 $ — $ 438,211 $ ( 891 ) $ ( 439,494 ) $ ( 2,174 ) Balance 135,537 $ — 36,913 $ — $ 438,211 $ ( 891 ) $ ( 439,494 ) $ ( 2,174 ) Expenses related to Securities Purchase Agreement In Private Placement — — — — ( 344 ) — — ( 344 ) Issue of common stock on Securities Purchase Agreement — — 1,698 0 ( 125 ) — — ( 125 ) Issue of common stock on share exchange agreement to purchase Fitters Sdn. Bhd — — 699,158 1 4,449 — — 4,450 Exercise of Pre-Funded & Common Warrants — — 113,479 0 — — — 0 Payment made under the Warrant Exchange Amendment — — — — ( 1,100 ) — — ( 1,100 ) Issue of common stock on Warrant Exchange Agreements — — 1,962,000 2 11,033 — ( 11,033 ) 2 Stock-based compensation — — 500,178 — 2,334 — — 2,334 Preferred stock dividends — — — — ( 61 ) — — ( 61 ) Issue of Series C preferred stock 1,000,000 1 — — 999 — — 1,000 Series C Preferred stock conversions ( 1,000,000 ) ( 1 ) 11,042 0 1 — — — Issue of Series D preferred stock 2,100,000 2 — — 1,892 — — 1,894 Series D Preferred stock conversions ( 2,100,000 ) ( 2 ) 962,500 1 1 — — — ) Issue of Series E preferred stock 1,000,000 1 — — 999 — — 1,000 Series E Preferred stock conversions ( 1,000,000 ) ( 1 ) 458,333 0 1 — — — ) Issue of Series F preferred stock 3,000,000 3 — — 2,997 — — 3,000 Series F Preferred stock conversions ( 3,000,000 ) ( 3 ) 654,000 1 2 — — — ) Cancellation of fraction shares — — 1,019 0 — — — — Unrealized foreign exchange on intercompany loans — — — — — ( 2,380 ) — ( 2,380 ) Translation adjustment — — — — — 2,346 — 2,346 Reclassification of accumulated translation adjustments upon deconsolidation of subsidiary — — — — — 886 ( 886 ) — Loss for the period — — — — — — ( 2,998 ) ( 2,998 ) Balances at December 31, 2025 135,537 $ — 5,400,320 $ 5 $ 461,287 $ ( 39 ) $ ( 454,411 ) $ 6,842 Balance 135,537 $ — 5,400,320 $ 5 $ 461,287 $ ( 39 ) $ ( 454,411 ) $ 6,842 The accompanying notes are an integral part of these consolidated financial statements. 64 Table of Contents BIO GREEN MED SOLUTION, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) 2025 2024 Year Ended December 31, 2025 2024 Operating activities: Net loss $ ( 2,998 ) $ ( 11,212 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 5 6 Gain on deconsolidation of subsidiary 4,947 — Stock-based compensation 2,334 592 Changes in lease liability 2 ( 37 ) Changes in operating assets and liabilities: Accounts receivable, net ( 1,257 ) — Inventory ( 1,384 ) — Prepaid expenses and other assets 4,087 4,472 Accounts payable, accrued and other current liabilities ( 10,506 ) ( 1,811 ) Net cash used in operating activities ( 4,770 ) ( 7,990 ) Investing activities: Purchase of property, plant and equipment — — Net cash used in investing activities — — Financing activities: Proceeds, net of issuance costs, from issuing common stock and pre-funded warrants, net 6,425 6,209 Payment made under the Warrant Exchange Amendment ( 1,100 ) — Proceeds from the exercise of stock options and warrants, net of issuance costs — 1,613 Payment of preferred stock dividend ( 61 ) — Net cash provided by in financing activities 5,264 7,822 Effect of exchange rate changes on cash and cash equivalents ( 126 ) ( 73 ) Net increase (decrease) in cash and cash equivalents 368 ( 241 ) Cash and cash equivalents, beginning of period 3,137 3,378 Cash and cash equivalents, end of period $ 3,505 $ 3,137 Supplemental cash flow information: Non cash financing activities: Issuance of shares in acquisition of Fitters Sdn. Bhd. $ 4,450 $ — Warrant Exchange $ 11,033 $ — Cash received during the period for: Interest $ 68 $ 96 Research & development tax credits $ — $ 3,715 Cash paid during the period for: Interest $ 7 $ — Taxes $ 18 $ 2 The accompanying notes are an integral part of these consolidated financial statements. 65 Table of Contents BIO GREEN MED SOLUTION, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization of the Company and Basis of Presentation Bio 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. Bhd. (“FITTERS”), a Malaysia-based group specializing in fire protection products and services. Through 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 of $ 454.4 million. 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. The 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. 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 $ 3.5 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. 66 Table of Contents 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 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 On 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. 2. 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. 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. 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. 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 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. 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. 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 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. 67 Table of Contents The 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. The Company does not have cash balances exceeding the balance insured by the FSCS at December 31, 2025. 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 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 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. Goodwill Goodwill 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. The 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. 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. 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. 68 Table of Contents The 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. Segments The 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. 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. Revenue Recognition Overview The 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. Nature of Goods and Services The Company’s revenue is generated from the sale of tangible products, including: ● Fire safety equipment and extinguishers; ● Foam system; ● Fire resistant doors; and ● Personal Protective Equipment (PPE) and Fire Safety Apparel. All products are sold directly to customers (e.g., municipalities, fire contractors, distributors and individuals). Disaggregation of Revenue The 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. The following table summarizes total revenue by product for the years ended December 31, 2025 and 2024 (in thousands): Schedule of Disaggregation of Revenue - - Product revenue in $000’s for the year ended: Product December 31, 2025 December 31, 2024 Safety aparel 119 - Fire safety equipment 603 - Maintenance & Servicing 6 - Project - supply & installation 20 - Clinical trial supply - 43 Total Revenue $ 747 $ 43 69 Table of Contents In 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”). There 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. The 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. Performance Obligations The Company’s contracts with customers generally include a single performance obligation, which is the promise to transfer the purchased products to the customer. The 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. Transaction Price and Variable Consideration The 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. Variable 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 occur. Contract Balances Contract 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. Contract assets and contract liabilities are not material to the business. Accounts receivable as of January 1, 2024 and 2025 was $ 0 . Accounts receivable, before allowance for doubtful debt as of December 31, 2025 was $ 1,588,000 . Significant Payment Terms The 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. Warranties The Company provides assurance-type warranties that its products comply with agreed-upon specifications and are free from defects for a specified period. These warranties do not represent separate performance obligations Such warranty reserves are immaterial. 70 Table of Contents Returns and Refunds The 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. The level of returns is of an immaterial value. Practical Expedients and Policy Elections The 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. Remaining Performance Obligations The 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. Other Income 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. Leases The 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. 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; and ● 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. 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. 71 Table of Contents Stock-based Compensation The 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. However, 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). 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. 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. Income Taxes 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. 72 Table of Contents 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, 2025 and 2024. 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 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. 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 ”, 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. Policies Prior to the Disposition of Pharmaceutical Development Business 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 Costs Patent prosecution costs are charged to general and administrative expenses as incurred as recoverability of such expenditure is uncertain. 73 Table of Contents 3. Significant Contracts The Company does not currently have any significant contracts in relation to the operations of its business. 4. Cash and Cash Equivalents The following is a summary of cash and cash equivalents at December 31, 2025 and 2024 (in thousands): Summary of Cash and Cash Equivalents 2025 2024 December 31, 2025 2024 Cash $ 3,505 $ 93 Cash equivalents — 3,044 Total cash and cash equivalents $ 3,505 $ 3,137 Cash equivalents are made up entirely of money market funds. 5. 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): Schedule of Financial Assets and Liabilities Measured on a Recurring Basis Level 1 Level 2 Level 3 Total Fair Value Measurements as of December 31, 2025 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ — $ — $ — $ — Total Assets $ — $ — $ — $ — Level 1 Level 2 Level 3 Total Fair Value Measurements as of December 31, 2024 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 3,044 $ — $ — $ 3,044 Total Assets $ 3,044 $ — $ — $ 3,044 6. Inventory The following is a summary of inventory at December 31, 2025 and 2024 (in thousands): Schedule of Inventory December 31, December 31, 2025 2024 Raw Materials 242 — Work in progress 134 — Finished goods 1,008 — Total inventory $ 1,384 $ — Inventory is recorded at the lower of cost or net realizable value, where cost is measured on a first-in, first-out basis. 7. Accounts receivable The following is a summary of accounts receivable at December 31, 2025 and 2024 (in thousands): Schedule of Accounts Receivables December 31, December 31, 2025 2024 Accounts receivables 1,257 — Total accounts receivables $ 1,257 $ — 74 Table of Contents The 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. 8. Prepaid Expenses and Other Assets The 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 December 31, December 31, 2025 2024 Prepayments 6 212 Other current assets 104 325 Prepaid expenses and other current assets $ 110 $ 537 9. Acquisition On September 12, 2025, the Company completed the acquisition of Fitters Sdn. Bhd. (“Fitters Sub”), a Malaysian private limited company and wholly-owned subsidiary of FITTERS Diversified Berhad, a Malaysian publicly listed company (“FITTERS”). Following the closing of the Transaction, Fitters Sub became a wholly-owned subsidiary of the Company. Goodwill 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. Goodwill consisted of the following (in $000s): Schedule of Goodwill Balance at December 31, 2024 $ — Goodwill on acquisition of Fitters Sdn. Bhd. 1,570 Balance at December 31, 2025 $ 1,570 Schedule of Preliminary Allocation of Purchase Consideration - Allocation of purchase consideration Common Stock of CYCC Shares O/S as of September 11, 2025 2,798,379 19.99 % of CYCC Shares issued as consideration 699,158 Stock Price as of September 11, 2025 $ 6.3650 Cash consideration $ - Total Estimated Purchase Consideration $ 4,450,138 Cash and cash equivalents 784,090 Inventories 1,284,447 Accounts receivables 715,173 Prepaid & other current assets 464,129 Property, plant and equipment, net 129,423 Trade payables ( 416,470 ) Accrued and other current liabilities ( 31,571 ) Non-current liabilities - deferred tax ( 48,739 ) Goodwill 1,569,656 Total Net Assets Acquired $ 4,450,138 75 Table of Contents Inventories, 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. The 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. UNAUDITED SUPPLEMENTAL PRO FORMA INFORMATION FOR REVENUE AND EARNINGS Schedule of Business Acquisitions Pro Forma Information 2025 2024 Year ended December 31, 2025 2024 Pro forma revenue $ 2,080 $ 2,053 Pro forma net loss $ ( 3,191 ) $ ( 13,333 ) Pro forma net loss per share attributable to common shareholders $ ( 6.57 ) $ ( 602.02 ) 10. Non-Current Assets The 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. 11. Property and Equipment Property and equipment consisted of the following at December 31, 2025 and 2024 (in thousands): Schedule of Property and Equipment Lives in years 2025 2024 December 31, Lives in years 2025 2024 Leasehold improvements 1 to 2 $ 138 $ 6 Plant & Equipment 3 to 5 1 — Office equipment and furniture 3 to 5 282 420 Property and equipment, gross 421 427 Less: accumulated depreciation and amortization ( 284 ) ( 424 ) Property and equipment, net $ 137 $ 3 76 Table of Contents 12. Accrued and Other Current Liabilities Accrued 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 December 31, December 31, 2025 2024 Accrued research and development $ — $ 1,299 Accrued legal and professional fees 500 87 Other current liabilities 215 283 Accrued and other current liabilities $ 715 $ 1,669 13. Commitments and Contingencies Leases 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 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. For 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 %. The 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 Obligation 2026 $ 18 2027 2 Thereafter — Total future minimum lease obligation $ 20 Less imputed interest — Total $ 20 14. Stockholders’ Equity The Company has completed the following equity issuances during the periods presented in the consolidated financial statements. Convertible Preferred Stock Equity Offerings Series F Preferred Stock On 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 Agreement. 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. 77 Table of Contents In 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 “Closing”). Each 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 Stock”). All 3,000,000 shares of Series F Preferred Stock were converted into 654,000 shares of Common Stock during 2025. The 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. Series E Preferred Stock A 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. As of December 31, 2025, there were no remaining shares of the Series E Preferred Stock outstanding. Series C and Series D Preferred Stock A 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. Each 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. On February 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. On February 24, 2025, 1,745,262 of the Series D preferred shares were converted in conjunction with the Purchase Agreement. On April 2, 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. 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) 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 . 78 Table of Contents The 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. The 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. 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. H.C. 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. 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. 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: Schedule of Fair Value of Instruments Issued in Offering Allocated Amount Common shares $ 72,108 Prefunded warrants 2,398,831 Common warrants 3,819,274 Net proceeds $ 6,290,213 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: Schedule of Fair value of Warrants Valuation Assumption Pre-Funded Warrants Common Warrants Placement Agent Warrants Expected volatility 100 % 103 % - 121 % 103 % Contractual term 1 year - 5.5 years 5 ½ years 5.5 Risk-free interest rate 5.51 % 4.57 % - 5.51 % 4.57 % Expected dividend yield 0 % 0 % 0 % 79 Table of Contents 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. Warrants June 2025 Warrants As 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. As 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. A 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. November 2024 Warrants (As Amended) On 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. 333-279157). All of the 82,816 warrants issued pursuant to the Warrant Exercise and Reload Agreement were exchanged for cash during the year ended December 31, 2025. 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. April 2024 Warrants A 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. 80 Table of Contents A 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. December 2023 Warrants As 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 share. There were no exercises of these warrants during the years ended December 31, 2025 or December 31, 2024. December 2020 Warrants As 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. There were no exercises of these warrants during the years ended December 31, 2025 or December 31, 2024. April 2020 Warrants As 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 . No warrants were exercised during the year ended December 31, 2025. 111 warrants were exercised during the year ended December 31, 2024. Preferred Stock Series B Preferred Stock A 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. 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, 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. 81 Table of Contents 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. 6% Convertible Exchangeable Preferred Stock As 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. 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. As of December 31, 2025, there were no accrued and unpaid dividends. 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 0.000000069 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. The 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. 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. 82 Table of Contents 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. No such exchanges have taken place as of December 31, 2025. For 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. 15. Stock-Based Compensation Stock 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 2025 2024 Year Ended December 31, 2025 2024 General and administrative $ 2,297 $ 498 Research and development 37 94 Stock-based compensation costs $ 2,334 $ 592 2018 Plan 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 allows for various types of award grants, including stock options and restricted stock units. On 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. 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 . Certain awards, though, vest immediately upon grant, including those granted in 2025, as discussed in further detail below. 2020 Inducement Equity Incentive Plan In 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. 83 Table of Contents Option Awards Granted Outside of the 2018 Plan and Inducement Plan During 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. Option Grants and Exercises There 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. There 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 per option. 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: Schedule of Assumptions Used for Fair Value of the Stock Options Granted Using Black-Scholes Option-Pricing Model Year ended Year ended December 31, 2025 December 31, 2024 Expected term (years) 5 - 10 6 Risk free interest rate 4.060 %  –  4.250 % 3.995 % Volatility 100 % –  107 % 93 % Expected dividend yield over expected term 0.00 % 0.00 % Resulting weighted average grant date fair value $ 70.79 $ 424.80 There 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. As 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. Outstanding Options A summary of the share option activity and related information is as follows: Schedule of Share Option Activity Weighted Average Weighted Average Remaining Number of Exercise Contractual Aggregate Options Price Per Term Intrinsic Outstanding Share (Years) Value ($000) Options outstanding at December 31, 2023 595 $ 12,048.00 7.96 $ — Granted 52 $ 547.20 — $ — Exercised — $ — — $ — Cancelled/forfeited ( 153 ) $ 12,327.88 — $ — Options outstanding at December 31, 2024 494 $ 10,658.14 7.20 $ — Granted 24,812 $ 78.92 — $ — Exercised — $ — — $ — Cancelled/forfeited ( 385 ) $ 9,610.52 — $ — Options outstanding at December 31, 2025 24,921 $ 103.04 9.13 $ — Unvested at December 31, 2025 4 $ 2,094.84 7.49 $ — Vested and exercisable at December 31, 2025 24,917 $ 102.72 9.13 $ — 84 Table of Contents Restricted Stock Units The 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. The 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. The 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. Summarized information for restricted stock units as of December 31, 2025 and 2024 is as follows: Schedule of Restricted Stock Units Activity Weighted Average Restricted Grant Date Stock Units Value Per Outstanding Share RSUs outstanding at Dec 31, 2023 144 $ 3,902.40 Granted 52 $ 547.20 Cancelled/forfeited ( 32 ) $ 3,675.17 RSUs outstanding at Dec 31, 2024 164 $ 2,881.62 Granted 500,178 $ 1.40 Vested and converted to Common Stock ( 500,178 ) $ 1.40 Cancelled/forfeited ( 162 ) $ 3,284.47 RSUs outstanding at December 31, 2025 2 $ 3,240.00 16. Employee Benefit Plans Pension Plan The 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. 85 Table of Contents 401(k) Plan 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. 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. Company matching contributions are tax deductible by the Company when made. 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. 17. Taxes (Loss) 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 2025 2024 Year Ended December 31, 2025 2024 Domestic $ ( 1,839 ) $ 36 Foreign ( 1,152 ) ( 12,030 ) Loss from continuing operations before taxes $ ( 2,991 ) $ ( 11,994 ) The benefit (provision) for income taxes from continuing operations consists of the following (in thousands): Schedule of Benefit (Provision) for Income Taxes from Continuing Operations 2025 2024 Year Ended December 31, 2025 2024 Current  –  domestic $ — $ ( 21 ) Current  –  foreign ( 7 ) 803 Current  –  total ( 7 ) 782 Deferred  –  domestic — — Income tax benefit $ ( 7 ) $ 782 The 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. 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): Schedule of Effective Income Tax Rate Reconciliation 2025 Year Ended December 31, 2025 U.S. Federal Statutory Tax Rate $ ( 609 ) State and local income taxes, net of federal income tax effect ( 483 ) Foreign Tax Effects UK Statutory Tax Rate Difference 8,940 Change in Valuation Allowance ( 55,877 ) Non-deductible expenses 47,251 Malaysia Statutory Tax Rate Difference ( 35 ) US Change in Valuation Allowance 1,921 Non-deductible expenses ( 1,039 ) Other adjustments ( 62 ) Income tax benefit $ 7 86 Table of Contents 2024 Year Ended December 31, 2024 Loss from continuing operations before taxes $ ( 11,994 ) Income tax expense computed at statutory federal tax rate ( 2,527 ) Disallowed expenses and non-taxable income 35 Loss surrendered to generate R&D credit — Additional research and development tax relief - Stock Compensation 30 Change in valuation allowance 2,798 Foreign items, including change in tax rates, and other ( 1,158 ) Change in Tax Rate - Section 382 Limitation — Other items 40 Income tax benefit $ ( 782 ) Significant components of the Company’s deferred tax assets are shown below (in thousands): Schedule of Deferred Tax Assets 2025 2024 Year Ended December 31, 2025 2024 Net operating loss and tax credit carryforwards $ 3,203 $ 59,417 Depreciation, amortization and impairment of property and equipment — 39 Stock options 907 250 Research and development credits — — Right of use asset ( 3 ) ( 1 ) Lease liability 3 1 Other — 114 Total deferred tax assets 4,110 59,820 Valuation allowance for deferred tax assets ( 4,110 ) ( 59,820 ) 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 $ 4.1 million has been established at December 31, 2025. The valuation allowance has increased by approximately $ 55.7 million in 2025. 87 Table of Contents 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. As a result of the ownership changes, the NOLs are limited. As 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. Management 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 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. 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, 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. 18. Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Schedule of Basic and Diluted Net Loss Per Share 2025 2024 Years ended December 31, 2025 2024 Numerator: Net loss $ ( 2,998 ) $ ( 11,212 ) Dividend on convertible exchangeable preferred shares ( 61 ) — Deemed dividend on warrant exchange ( 11,033 ) — Net loss attributable to common shareholders $ ( 14,092 ) $ ( 11,212 ) Denominator: Weighted-average number of common shares used in loss per share – basic and diluted 2,185,075 22,314 Loss per share - basic and diluted $ ( 6.45 ) $ ( 502.46 ) 88 Table of Contents 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: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share December 31, December 31, 2025 2024 Stock options 24,921 494 Restricted Stock Units 10 164 Series A preferred stock 2 2 Common stock warrants 3,178 117,182 Total shares excluded from calculation 28,111 117,842 19. Geographic and Segment Information Geographic information for the years ended December 31, 2025 and 2024 is as follows (in thousands): Schedule of Geographic Information 2025 2024 Year Ended December 31, 2025 2024 Revenue United Kingdom $ — $ 43 Malaysia 747 — Total Revenue $ 747 $ 43 Net (loss) / gain United States $ ( 1,857 ) $ ( 37 ) Malaysia 119 — United Kingdom ( 1,260 ) ( 11,175 ) Total Net Loss $ ( 2,998 ) $ ( 11,212 ) 2025 2024 December 31, 2025 2024 Total Assets United States $ 2,031 $ 3,285 Malaysia 6,154 — United Kingdom — 809 Total Assets $ 8,185 $ 4,094 Long Lived Assets, net United States $ ( 0 ) $ 1 Malaysia 137 United Kingdom — 2 Total Long Lived Assets, net $ 137 $ 3 89 Table of Contents For the latter part of 2025, following the acquisition of our wholly owned subsidiary, Fitters Sdn. Bhd. (“Fitters”), the Company operated as a single 1 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. Significant expenses are amounts that are regularly provided to the CEO and comprise the identical captions that are reported on the consolidated statement of operations. A 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 2025 2024 December 31, 2025 2024 Revenues $ 747 $ 43 Operating expenses: Cost of sales 609 — Research and development 848 6,655 General and administrative 7,717 5,392 Total operating expenses 9,174 12,047 Operating loss ( 8,427 ) ( 12,004 ) Total other income (expense), net 5,436 10 Loss before taxes ( 2,991 ) ( 11,994 ) Income tax benefit / (charge) ( 7 ) 782 Net loss $ ( 2,998 ) $ ( 11,212 ) 20. Subsequent Events Preferred Stock On 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”). The dividend was paid on February 1, 2026, to Preferred Stock stockholders of record as of the close of business on January 22, 2026. Delisting of 6% Convertible Exchangeable Preferred Stock Further 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. It 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”). 90 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.