Form 8-K

8-K — Bio Green Med Solution, Inc.

Accession: 0001493152-26-013611

Filed: 2026-03-30

Period: 2026-03-30

CIK: 0001130166

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): March 30, 2026

Bio

Green Med Solution, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

0-50626

91-1707622

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

Level

10, Tower 11, Avenue 5, The Horizon

Bangsar

South City, No. 8, Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia

(Address

Of Principal Executive Offices And Zip Code)

Registrant’s

telephone number, including area code: (908) 955-0526

(Former

Name or Former Address, if Changed Since Last Report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title of

each class

Trading Symbol(s)

Name of each

exchange on which registered

Common Stock, par value

$0.001 per share

BGMS

The Nasdaq Stock Market

LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02 Results of Operations and Financial Condition.

The

information set forth under this “Item 2.02. Results of Operations and Financial Condition,” including the exhibit attached

hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall

it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set

forth by specific reference in such filing.

Attached

as Exhibit 99.1 is a copy of a press release of Bio Green Med Solution, Inc. (the “Company”), dated March 30, 2026, announcing

certain financial results for the fourth quarter and year ended December 31, 2025.

Item

7.01. Regulation FD Disclosure.

The

information set forth in Item 2.02 of this Current Report on Form 8-K is hereby incorporated by reference. A copy of the press release

announcing the Company’s fourth quarter ended December 31, 2025 financial results for the Company is furnished hereto as Exhibit

99.1 and is hereby incorporated by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Exhibit

99.1

Press release announcing financial results for Bio Green Med Solution, Inc.’s fourth quarter ended December 31, 2025, dated March 30, 2026.

104

Cover Page Interactive Data File (embedded within the

XBRL document)

Forward-Looking

Statements. This Current Report on Form 8-K contains forward-looking statements that involve substantial risks and uncertainties.

Such forward-looking statements are based on the Company’s beliefs and assumptions and on information currently available to it

on the date hereof. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the

Company’s actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking

statements. These and other risks are described more fully in the Company’s other filings with the Securities and Exchange Commission,

including the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with

the Securities and Exchange Commission from time to time. Except to the extent required by law, the Company undertakes no obligation

to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

Date: March 30, 2026

Bio Green Med Solution, Inc.

By:

/s/ Datuk Dr. Doris Wong Sing Ee

Name:

Datuk Dr. Doris Wong Sing Ee

Title:

Chief Executive Officer and Executive Director

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Bio

Green Med Solution, Inc.

BIO

GREEN MED SOLUTION Reports FOURTH quarter AND FULL YEAR 2025 financial results and provides business update

KUALA

LUMPUR, MALAYSIA, March 30, 2026 – Bio Green Med Solution, Inc. (“BGMS,” the “Company” or “we,”

formerly Cyclacel Pharmaceuticals, Inc.) (NASDAQ: BGMS), a diversified company engaged primarily in the provision of fire safety protection

and distribution activities, today announced fourth quarter and full year 2025 financial results and provided a business update.

“2025

was a productive year for BGMS, marked by the acquisition of Fitters Sdn. Bhd., a fire safety materials and equipment company, on September

12, 2025, the liquidation of our U.K. subsidiary and the sale of our Plogosertib drug, transactions which strengthened our balance sheet.

We used this momentum to chart our new focus towards continued growth in the company,” said Datuk Dr. Doris Wong Sing EE, Chief

Executive Officer of BGMS.

Fourth

Quarter 2025 Key Accomplishments and Recent Highlights

●

In October,

the Company entered into an Asset Purchase Agreement with Tethra Biosciences Inc., a Delaware corporation, in which the Company agreed

to sell certain assets, including all of the Company’s patent rights related to Plogosertib, a polo-like kinase 1 (PLK 1) inhibitor

for treatment of advanced cancers and hematological malignancies for a purchase price of $300,000, plus a further potential Milestone

payment of $170,000.

●

In November, the Company

entered into a Warrant Exchange Agreement with holders of certain existing warrants of the Company, which were exchanged for 1,402,605

shares of the Company’s common stock, par value $0.001 per share, which warrants were originally issued pursuant to a securities

purchase agreement dated as of June 20, 2025.

●

In January 2026, the Board

of Directors of the Company declared a quarterly cash dividend of $0.15 per share on the Company’s 6% Convertible Exchangeable

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

Financial

Highlights

of December 31, 2025, cash and cash equivalents totaled $3.5 million, compared to $3.8 million as of December 31, 2024.

Net

cash used in operating activities was $4.8 million for the twelve months ended December 31, 2025 compared to $8.0 million for the same

period of 2024. The Company estimates that its current cash resources will fund planned expenditure into the third quarter of 2026.

Following

the acquisition of Fitters Sdn. Bhd. on September 12, 2025, product revenue from sales and distribution of fire safety equipment was

$0.7 million for both the three months and year ended December 31, 2025.

Cost

of sales related to sales and distribution of fire safety equipment were $0.5 million and $0.6 million for the three months and year

ended December 31, 2025.

Research

and development (R&D) expenses were $0 and $0.8 million for the three months and year ended December 31, 2025, as compared to $0.9

million and $6.7 million for the same period in 2024. R&D expenses relating to the Company’s previously-owned drug candidate,

fadraciclib, were $0 and $0.4 million for the three months and year ended December 31, 2025, as compared to $0.8 million and $5.0 million

for the same period in 2024. Expenditure for the Fadraciblib program ceased as a result of the Company’s UK subsidiary, Cyclacel

Limited, being liquidated on January 24, 2025. R&D expenses related to plogosertib were $0 and $0.4 million for the three months

and year ended December 31, 2025, as compared to $0.1 million and $1.6 million for the same period in 2024. Research and development

expenses relating to plogosertib were paused as we explored an alternative salt, oral formulation with improved bioavailability. Plogosertib

was subsequently sold in October 2025.

General

and administrative expenses for the three months and year ended December 31, 2025, were $1.3 million and $7.7 million, compared to $0.9

million and $5.4 million for the same period of the previous year due primarily to several one-time costs associated with the two changes

of control of the Company during 2025.

Total

other income, net, for the three months and year ended December 31, 2025, was $0.5 million and $5.4 million, compared to an expense of

$30,000 and income of $10,000 for the same period of the previous year. The increase of $5.4 million for the year ended December 31,

2025, is primarily related to a $4.9 million gain on deconsolidation of our former subsidiary Cyclacel Limited and a $0.3 million receipt

from the sale of our research and development anti-mitotic asset, plogosertib in early October 2025.

Income

tax charges for the three months and year ended December 31, 2025 were $5,000 and $7,000 compared to a charge of $1.2 million and benefit

of $0.8 million for the same period of the previous year. Both the tax charge and benefit during the prior periods related to UK research

and development tax credits associated with our former subsidiary Cyclacel Limited. There were no research and development tax credits

for the three months and year ended December 31, 2025, following the liquidation of the UK subsidiary and the subsequent loss of eligibility

for recoverable tax credits as a result thereof.

Net

loss for the three months and year ended December 31, 2025, was $0.6 million and $3.0 million (including stock based compensation expense

of $0.7 million and $2.3 million respectively), compared to $3.0 million and $11.2 million (including stock based compensation expense

of $0.1 million and $0.6 million respectively) for the same period in 2024.

About

Bio Green Med Solution, Inc.

BGMS

is a diversified company that was formerly engaged in

the biopharmaceutical industry but as of September 2025 has shifted its operations to focus on provision of fire safety protection and

distribution activities. Specifically, on September 12, 2025, the Company completed its acquisition of Fitters Sdn. Bhd., a Malaysia-based

group specializing in fire protection products and services. Headquartered in Malaysia, the Company is now focused on advancing opportunities

across these distinct sectors whilst maintaining its commitment to driving long-term value creation for shareholders. For

additional information, please visit www.bgmsglobal.com.

Forward-looking

Statements

Except

for historical information, certain matters discussed in this press release may be “forward-looking statements” within the

meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance

and involve various assumptions, known and unknown risks, uncertainties and other factors that may cause our actual results, levels of

activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements

expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by words such as

“may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,”

“believes,” “estimates,” “predicts,” “potential” or other comparable words. Actual results,

performance or outcomes may differ materially from those expressed or implied by these forward-looking statements and may not align with

historical performance and events due to a number of factors, including those discussed in the sections of our annual report on Form

10-K entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors,” and those discussed

in our Form 10-Q quarterly reports filed after such annual report. BGMS’s SEC filings are readily obtainable at no charge at www.sec.gov,

as well as on its own investor relations website at https://investor.bgmsglobal.com/sec-filings. Although we believe that the expectations

reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements,

and caution should be exercised against placing undue reliance upon such statements, which are based only on information currently available

to us and speak only as of the date hereof. We are under no duty to update publicly any of the forward-looking statements after the date

of this earnings press release, whether as a result of new information, future events or otherwise, except as required by law.

SOURCE:

Bio

Green Med Solution, Inc.

info@bgmsglobal.com

BIO

GREEN MED SOLUTION, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (LOSS)

(In

$000s, except share and per share amounts)

Three Months Ended

Twelve Months Ended

December 31,

2025

2024

2025

2024

Revenues:

Product revenue - fire safety

$ 666

$ -

$ 747

$ -

Clinical trial supply

Revenues

$ 666

$ -

747

Operating expenses:

Cost of sales

545

609

Research and development

(47 )

880

848

6,655

General and administrative

1,250

946

7,717

5,392

Total operating expenses

1,748

1,826

9,174

12,047

Operating loss

(1,082 )

(1,826 )

(8,427 )

(12,004 )

Other income (expense):

Foreign exchange gains (losses)

(60 )

(54 )

Interest income

Gain on deconsolidation of subsidiary

4,947

Other income, net

333

354

Total other income, net

476

(30 )

5,436

Loss before taxes

(606 )

(1,856 )

(2,991 )

(11,994 )

Income tax benefit (charge)

(5 )

(1,194 )

(7 )

782

Net loss

(611 )

(3,050 )

(2,998 )

(11,212 )

Dividend on convertible exchangeable preferred shares

(20 )

(61 )

Deemed dividend on warrant exchange

(9,539 )

(11,033 )

Net loss applicable to common shareholders

$ (10,170 )

$ (3,050 )

$ (14,092 )

$ (11,212 )

Basic and diluted earnings per common share:

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

$ (2.21 )

$ (847.61 )

$ (6.45 )

$ (502.46 )

Weighted average common shares outstanding

4,606,822

3,597

2,185,075

22,314

BIO

GREEN MED SOLUTION, INC.

CONSOLIDATED

BALANCE SHEET

(In

$000s, except share, per share, and liquidation preference amounts)

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

Right-of-use lease asset

Goodwill

1,570

Non-current deposits

210

412

Total assets

$ 8,185

$ 4,094

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 617

$ 4,599

Accrued and other current liabilities

715

1,669

Other liabilities measured at fair value

Total current liabilities

1,332

6,268

Lease liability

Other liabilities

Total liabilities

1,343

6,268

Stockholders’ equity

6,842

(2,174 )

Total liabilities and stockholders’ equity

$ 8,185

$ 4,094

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