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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
September 12, 2025
Date of Report (date of earliest event reported)
Cyclacel Pharmaceuticals, Inc
Bio Green Med Solution, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 0-50626 | 91-1707622 | ||
| (State
or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S.
Employer Identification Number) |
Level 10, Tower 11, Avenue 5, No. 8
Jalan Kerinchi, Kuala Lumpur, Malaysia 59200
(Address of principal executive offices) (Zip code)
(908) 517-7330
(Registrant’s telephone number, including area code)
Not Applicable
(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 Capital Market | ||
| Preferred Stock, $0.001 par value | BGMSP | The Nasdaq Capital Market |
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 ☐
If 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 2.01. Completion of Acquisition or Disposition of Assets.
On September 12, 2025, Bio Green Med Solution, Inc. (f.k.a. Cyclacel Pharmaceuticals, Inc.), a Delaware corporation (the “Company”), completed the acquisition of FITTERS Sdn. Bhd. (“Fitters”), a Malaysia private limited company and wholly-owned subsidiary of FITTERS Diversified Berhad, a Malaysian publicly listed company (“Fitters Parent”), pursuant to a share exchange agreement dated May 6, 2025, as amended (the “Exchange Agreement”) among the Company, Fitters and Fitters Parent. Under the terms of the Exchange Agreement, the parties effected a voluntary share exchange transaction (the “Transaction”) whereby Fitters Parent exchanged all of its ownership interest in Fitters representing 100% of all of the issued and outstanding capital shares of Fitters, for 699,158 shares of common stock, par value $0.001, of the Company. Following the closing of the Transaction, Fitters became a wholly-owned subsidiary of the Company and Datuk Dr. Doris Wong Sing Ee, our Chief Executive Officer and Executive Director was appointed as a director of Fitters and all of its subsidiaries.
Fitters specializes in the supply and trading of protective and fire safety equipment. It is headquartered in Kuala Lumpur, Malaysia, and provides a wide range of fire safety products, including fire extinguishers, foam system, fire-resistant doors, personal protective equipment, and fire safety apparel. Fitters’ mission is to deliver high-quality, certified safety solutions that enhance protection across commercial, industrial, healthcare, and residential sectors. Its focus on trading and distribution positions it as a key player in Malaysia’s fire safety market, with a reputation for reliability and compliance with stringent regulatory standards. Over the past four decades, Fitters has expanded its product portfolio to include advanced fire-fighting equipment, foam system, personal protective equipment, and safety apparel, establishing a strong presence in the industry.
The material provisions of the Exchange Agreement are described in the Company’s definitive proxy statement/prospectus filed on Form S-4 with the U.S. Securities and Exchange Commission and declared effective on July 25, 2025 (the “Proxy Statement/Prospectus”) in the section entitled “The Exchange Agreement” beginning on page 94 and are incorporated herein by reference.
All of the proposals included in the Proxy Statement/Prospectus were approved by the Company’s stockholders at a special meeting of stockholders held on September 4, 2025 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved, among other matters, amendments to the amended and restated certificate of incorporation of the Company to change the corporate name of the Company to “Bio Green Med Solution, Inc.,” permit actions by stockholders by written consent and ratify all prior action by stockholder written consent, and opt out of the business combination provisions of Section 203 of the DGCL. To effect the amendments, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”), effective September 12, 2025.
The Company’s Common Stock and 6% convertible preferred stock, par value $0.001 (the “Preferred Stock”), commenced trading at the open of trading on September 12, 2025, under a new symbol “BGMS” and “BGMSP,” respectively. The CUSIP number and par value per share of the Company’s Common Stock and Preferred Stock will remain unchanged.
The Company is now a diversified company engaged in both the fire protection and biopharmaceutical industries. Building on its legacy in pharmaceutical research and development, the Company has expanded its business portfolio through the integration of Fitters. The Company will remain headquartered in Malaysia, and is focused on advancing opportunities across these distinct sectors while maintaining its commitment to driving long-term value creation for its stockholders.
The foregoing description of the Exchange Agreement and Certificate of Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the Exchange Agreement, as amended, copies of which are attached hereto as Exhibits 2.1 and 2.2, and the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1, and all of which are incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Amended and Restated Certificate of Incorporation
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On September 12, 2025, the Company issued a press release announcing the completion of the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth in Item 7.01 of this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any of the Company’s filings with the Securities and Exchange Commission under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of the Business Acquired |
The unaudited financial statements of Fitters for the three months ended June 30, 2025 and 2024 and the related notes thereto are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
| (b) | Pro Forma Financial Information |
The unaudited pro forma condensed combined financial information of the Company and Fitters as of June 30, 2025, and for the three months ended June 30, 2025, and for the year ended December 31, 2024, and the related notes thereto are attached hereto as Exhibit 99.3 and are incorporated herein by reference.
(d) Exhibits.
# |
Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item (601)(b)(10). |
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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: September 12, 2025 | 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 | |
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Exhibit 3.1
Exhibit 10.1
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm if publicly disclosed.
TRADEMARK LICENSE AGREEMENT
This Trademark License Agreement (“the Agreement”) is made as at 12th September 2025 (“Effective Date”)
BETWEEN
FITTERS DIVERSIFIED BERHAD (Registration No.: 198601000595 (149735-M)), a public company listed in Malaysia with its address of correspondence at No. 1, Jalan Tembaga SD 5/2, Bandar Sri Damansara, 52200 Kuala Lumpur (“the Licensor”)
AND
FITTERS SDN BHD (Registration No.:), a private limited company incorporated under the laws of Malaysia with its address of correspondence at No. 1, Jalan Tembaga SD 5/2, Bandar Sri Damansara, 52200 Kuala Lumpur (“the Licensee”)
WHEREAS: -
| A. | The Licensor is the exclusive owner of certain trademarks identified in “Schedule A” hereto (“the Trademark(s)”), which Trademark(s) are protected at law, either through registration and/or by right (common law). |
| B. | The Licensee desires to license and obtain the right to use the said Trademark(s) in the geographic region of Malaysia; and |
| C. | The Licensor is willing to grant such license, under the terms and conditions set forth herein. |
NOW THEREFORE the Parties have agreed: -
| 1.0 | GRANT OF LICENSE |
| 1.1 | Subject to all the terms and conditions included in this Agreement, the Licensor grants to the Licensee a non-exclusive, non-transferable, non-assignable, revocable, limited license to use the said Trademark(s) within the territory of Malaysia. |
| 1.2 | To be clear, Schedule A may be annexed from time to time as new Trademark(s) and Intellectual Property assets are required. |
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| 1.3 | No right, express or implied, is granted to the Licensee to sub-license or otherwise transfer the right to use the licensed Trademark(s) to third parties, except to the extent authorized under paragraph 2.6 below, absent the express consent of the Licensor, any such right being expressly excluded from this Agreement. |
| 1.4 | The Licensee acknowledges that: - |
| (i) | The Trademark(s) and the Goodwill associated therewith are and will remain the exclusive property of the Licensor; |
| (ii) | All uses of the Trademark(s) shall inure solely to the benefit of the Licensor; and |
| (iii) | The Licensee has no right, title or interest in any other trademarks, services marks, trade names or domain names belonging to the Licensor. |
Nothing in this Agreement grants, nor shall the Licensee acquire hereby, any right, title or interest in or to the Trademark(s) or any goodwill associated therewith, other than those rights expressly granted hereunder. As such, the Licensee shall not at any time do or suffer to be done any act or thing that will in any way impair the rights of the Licensor in and to the Trademark(s). This Agreement shall not affect the Licensor’s right to enjoin or obtain relief against any acts by third parties of trademark infringement or unfair competition.
| 2.0 | USE OF TRADEMARK(S) |
| 2.1 | Subject to paragraph 2.2 below, the Licensee is authorized to use the Trademark(s) upon and in connection with the manufacturing, supplying, selling, trading, exporting, importing and general trading in disposable apparel / coverall including protective apparel, protective shields, including N95 mask and face shields, and any other types of surgical, dental, medical relates products, equipment and apparatus and accessories (“Goods and Services”), which includes (but is not limited to) use of the Trademark(s) on all menus, labelling, packaging, advertising and promotional materials used in connection with the said Goods and Services. |
| 2.2 | Any use of the said Trademark(s) in connection with the said Goods and Services shall be only in a manner so as not to be detrimental to the Licensor’s ownership of and goodwill in the said Trademark(s). The Licensee shall use the Trademark(s) only in such manner as will comply with the provisions of applicable laws and regulations. |
| 2.3 | The Licensee agrees not to use the Trademark(s) for any purpose except as expressly permitted under Paragraph 2.1 of this Agreement; in particular, but without limitation, the Licensee shall not:- |
| (i) | Use the Trademark(s) with unauthorized goods or services; |
| (ii) | Use any other name or mark that is confusingly similar to the Trademark(s); and |
| (iii) | Join any name, mark or logo with the Trademark(s) so as to form a composite trade name or mark, without obtaining the prior written consent of the Licensor. |
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| 2.4 | The Licensee shall not acquire a registration or file and prosecute a trademark application or applications to register the Trademark(s), or any component, variation or derivation thereof, or any name or mark confusingly similar thereto, for any goods or services anywhere in the world, without the prior written consent of the Licensor. |
| 2.5 | If the Licensee at any time, without the prior written consent of the Licensor, files or causes to be filed, in its own name or otherwise on its behalf, a trademark application or applications to register the Trademark(s), or any component, variation or derivation thereof, or any name or mark confusingly similar thereto, in any country, territory or jurisdiction, the Licensee shall, at the direction of the Licensor, either: - |
| (i) | Assign and transfer to the Licensor, without further consideration, all right, title and interest in or to the registration or applications for registration in such country, territory or jurisdiction; or |
| (ii) | Surrender and abandon such registration or application for registration. |
| 2.6 | Upon written notice to the Licensee, the Licensor may, from time to time in its sole discretion, elect to: - |
| (i) | Discontinue any Trademark(s); and/or |
| (ii) | Replace any Trademark(s) with or use new or different trademarks or services marks (“New Mark(s)”) with respect to the Goods and Services |
and upon such election, Schedule A shall be deemed amended automatically to include such New Marks. In the event, the Licensor discontinues any Trademark(s) or introduces a New Mark, the Licensee shall have a reasonable period of time to cease use of such discontinued Trademarks or begin use of such New Mark.
| 2.7 | The Licensee shall be permitted to allow any reseller or distributor of the Goods and Services to use the Trademark(s) solely to the extent necessary to perform its obligations under the relevant agreement with the Licensee. Each such agreement shall contain restrictions on the use of the Trademark(s) consistent with the restrictions contained herein. A copy of each such agreement (or precedent) shall be provided to the Licensor for review and approval prior to execution. |
| 2.8 | The Licensee agrees that in any use of the Trademark(s) the nature and quality of the Goods and Services marked with said Trademark(s) shall conform strictly to standards and specifications as may be established by the Licensor and communicated to the Licensee in writing from time to time (“Quality Standards”); and the Licensor shall have the right to ensure compliance with the Quality Standards, including, without limitation, having the Licensor’s duly authorized representatives to inspect the Goods and Services, at any time, and confiscate, seize, unilaterally terminate and/or destroy (as the case may be) such Goods and Services, or bring such legal or equitable action to effect the same, without compensation whatsoever to the Licensee. |
| 2.9 | The Licensee shall: - |
| (i) | Notify the Licensor promptly in writing upon becoming aware that the Licensee’s use of the Trademark(s) and the nature and quality of the Goods and Services marked with the said Trademark(s) deviates from the Quality Standards in any material respect; and |
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| (ii) | Promptly undertake commercially reasonable efforts to cause such defective or non-conforming use to be cured or, if not curable, discontinued. |
| 2.10 | Upon reasonable notice and conditions, the Licensor shall have the right to inspect all records in the possession of the Licensee pertaining to the quality of the Goods and Services provided by the Licensee and use of the Trademark(s), including, without limitation, records pertaining to any complaints, civil litigation, regulatory or law enforcement activity. |
| 3.0 | PAYMENT |
| 3.1 | The Licensee shall pay to the Licensor an annual license fee in the amount of Ringgit Malaysia [***] only (“License Fee”). |
| 3.2 | The License Fee shall be due and payable on or before the 1st January of each calendar year. |
| 4.0 | TERM AND TERMINATION |
| 4.1 | This Agreement shall continue in force for a period of [***] years from the Effective Date, and can be renewed, subject to the requirements specified in Paragraph 4.2 below, for additional periods of [***] years each, unless terminated earlier in accordance with Paragraphs 4.3 or 4.4 below. |
| 4.2 | Any renewal of this Agreement contemplated by Paragraph 4.1 above shall require 30 days’ prior Notice by either Party, which Notice shall otherwise conform with Paragraph 7.6 below, and the Licensor may propose a new License Fee for the upcoming term, which shall be subject to mutual written agreement by both Parties prior to renewal. |
| 4.3 | The Licensor shall have the right to terminate this Agreement effective immediately, upon the Licensee’s receipt of written Notice from the Licensor, in the event of any: - |
| (a) | Affirmative act of insolvency by the Licensee, or, upon the appointment of any receiver or trustee to take possession of the properties of the Licensee, or, any similar sequestration by a governmental authority of the assets of the Licensee; |
| (b) | Winding-up, consolidation or merger of the Licensee; |
| (c) | Breach of any of the duties and obligations of the Licensee under this Agreement. |
| 4.4 | Additionally, either Party may terminate this Agreement upon [***] months’ prior written Notice, which Notice shall specify the effective date of such termination, and shall otherwise comply with the provisions of paragraph 7.6 below. |
| 4.5 | In the event of termination of this Agreement, the Licensee shall immediately cease all use of the Trademark(s), and any Intellectual Property created or used hereunder. |
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| 4.6 | The Licensee further covenants and agrees that it shall at no time following the termination of this Agreement use any marks comprising words or elements identical or similar to or confusing with the Trademark(s). |
| 5.0 | PROTECTION OF TRADEMARK RIGHTS |
| 5.1 | The Licensor shall have the right and responsibility to maintain and renew all registrations of the Trademark(s) at its sole cost. |
| 5.2 | The Licensee shall promptly notify the Licensor if it becomes aware of any individual or entity that is apparently infringing the Trademark(s) or any other Intellectual Property assets of the Licensor. |
| 5.3 | The Licensor shall have the first right to elect to enforce or defend the rights and interests in the Trademark(s) at its sole cost and retain any and all proceeds and other benefits resulting from such enforcement. |
| 5.4 | Neither Party shall be required by this Agreement to become a party to any adversarial proceeding including, by way of example, any dispute, litigation, arbitration, mediation, administrative proceeding, or regulatory proceeding; but both Parties must cooperate fully to the extent the same is needed to enforce such Intellectual Property rights. |
| 5.5 | Each Party shall provide reasonable cooperation in connection with any adversarial proceeding conducted by the other Party involving the Trademark(s) including, by way of example, producing documents, answering interrogatories and sitting for depositions, at no cost to the other Party other than recovery of its actual out-of-pocket expenses directly incurred in providing such cooperation. |
| 5.6 | In the event the Licensor determines that it will not enforce or defend any interests or rights in the Trademark(s) after receiving Notice of an apparent infringement, then the Licensee may elect to enforce such right in the Licensor’s name and at its sole cost for past, presently occurring, and future infringements and retain any and all proceeds and other benefits resulting from such enforcement, provided that the Licensee shall hold the Licensor harmless from, and indemnity the Licensor against, any costs, expenses, or liability that the Licensor incurs in connection with such action. |
| 6.0 | WARRANTIES AND INDEMNITIES |
| 6.1 | The Licensor represents and warrants that: - |
| (a) | It is the sole owner of the Trademark(s); |
| (b) | It has not previously conveyed any right or interest in the Trademark(s) to any other party in Malaysia; |
| (c) | It has obtained all corporate, member and/or shareholder authorization(s) and otherwise has an unencumbered legal right to enter into and perform as required by this Agreement; and |
| (d) | It will use its reasonable best efforts to secure recognition of the Trademark(s) in Malaysia, including, but not limited to, obtaining and maintaining registrations for the Trademark(s). |
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6.2 |
The Licensor makes no representation or warranty of any kind as to the validity of the Trademark(s), whether any of the Trademark(s) do or do not infringe any trademarks, copyright or other right of any third party, whether any of the Trademark(s) are merchantable for any purpose; the Licensee assumes all responsibility and liability for loss or damage caused by use of the Trademark(s). |
| 6.3 | The Licensee represents and warrants that it has obtained all corporate, member and/or shareholder authorization(s) and otherwise has an unencumbered legal right to enter into and perform as required by this Agreement. |
| 6.4 | The Licensee shall indemnify, hold harmless, and defend the Licensor with respect to any claim or cause of action arising out of publication, advertising or use of the Trademark(s); or manufacture, use, sale or importation of any Goods and Services utilizing any of the Trademark(s), by the Licensee, including (without limitation) advertising injury, personal injury, product liability, medical malpractice, or loss or damage to medical or other data. |
| 7.0 | GOVERNANCE |
| 7.1 | This Agreement constitutes the entire and only agreement between the Parties concerning the Trademark(s) and all other prior negotiations, agreements, representations and understandings are superseded hereby. |
| 7.2 | Schedule A (as amended from time to time) is incorporated herein and made a part of this Agreement for all purposes. |
| 7.3 | This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and assigns. |
| 7.4 | The failure of either Party to insist upon strict performance of any of the terms and conditions herein shall not be deemed a waiver of any right or remedy that either Party has under the terms of this Agreement, and, shall not be deemed to be an implied grant of permission, license or condonation of any subsequent default of the terms and conditions hereof by the other Party. |
| 7.5 | This Agreement (including the Schedule hereto) may be amended or modified from time to time only by a written agreement executed by authorized representatives of the Parties hereto. The Schedules hereto shall be duly endorsed by the Parties. |
| 7.6 | Any “Notice” contemplated by this Agreement shall be given in writing and be sent by: fax, electronic-mail, mail, courier or other method of confirmed-delivery mail service, and, shall be addressed to the Party to which such Notice is to be given, at the address first specified above or to the address, physical or electronic, that the Party has notified to be that Party’s address for the purposes of this paragraph. A notice given under this Agreement shall be effective on: - |
| (i) | The other Party’s receipt of it; |
| (ii) | If electronically mailed or faxed, on the earlier of the other Party’s receipt of it and the next Business Day after e-mailing or faxing it; or |
| (iii) | If mailed, on the earlier of the other Party’s receipt of it and the 5th Business Day after mailing it. |
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| 7.7 | Notwithstanding the respective domicile of the Parties hereto, this Agreement shall be construed, governed and enforced in accordance with the laws of Malaysia, without reference to any jurisprudence, rules or other provisions regarding the conflict of laws. |
| 7.8 | This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and, such counterparts shall together constitute but one and the same instrument, provided that, the only distinction between the counterparts is the absence of the particular form of endorsement (signature) of one Party and provided that taken together, it appears that both Parties have duly endorsed the same Agreement. |
| 7.9 | Notwithstanding the date that this Agreement is executed and delivered by the Parties, it shall have effect from the Effective Date. |
[The Remainder of this Page is Intentionally Left Blank]
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IN WITNESS WHEREOF the Parties hereto have duty executed this Agreement as of the day and year first above written.
| Licensor | ||
| THE COMMON SEAL of | ) | |
| FITTERS Diversified Berhad | ) | |
| (Registration No.: 198601000595 | ) | |
| (149735-M)) | ) | |
| was by the authority of a resolution of | ) | |
| the Board of Directors thereof hereunto | ) | |
| affixed and sealed in the presence of:- | ) | |
| Director | Director / Company Secretary | |
| Name: | Name: | |
| NRIC No.: | NRIC No.: | |
| Licensee | ||
| THE COMMON SEAL of | ) | |
| FITTERS Sdn Bhd | ) | |
| (Registration No.: 198201009292 | ) | |
| (89016-A)) | ) | |
| was by the authority of a resolution of | ) | |
| the Board of Directors thereof hereunto | ) | |
| affixed and sealed in the presence of:- | ) | |
| Director | Director / Company Secretary | |
| Name: | Name: | |
| NRIC No.: | NRIC No.: |
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Schedule A
The Trademark(s) registered at the Intellectual Property Corporation of Malaysia (MyIPO): -
| Trademark No. | International Class | Specimen | ||
| 2010012142 | 6 |  |
Dated this 12th September 2025.
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Exhibit 99.1
Bio Green Med Solution, Inc. Announces Closing of Strategic Acquisition of Fitters Sdn. Bhd.
Kuala Lumpur, Malaysia, September 12, 2025 (GLOBE NEWSWIRE) - Bio Green Med Solution, Inc. (Nasdaq: BGMS, Nasdaq: BGMSP) (“Bio Green Med” or the “Company”), a company engaged in diversified industries, today announced that it has closed the previously announced transaction (the “Exchange Transaction”) to acquire Fitters Sdn. Bhd. (“Fitters”), a Malaysia private limited company and wholly-owned subsidiary of FITTERS Diversified Berhad, a Malaysian publicly listed company (“Fitters Parent”). Following the closing of the Exchange Transaction, which was approved by the Company’s stockholders during a Special Meeting that took place on September 4, 2025, Fitters became a wholly-owned subsidiary of the Company and Datuk Dr. Doris Wong Sing Ee, our Chief Executive Officer and Executive Director was appointed to the board of directors of Fitters and all of its subsidiaries.
Fitters specializes in the supply and trading of protective and fire safety equipment. It is headquartered in Kuala Lumpur, Malaysia, and provides a wide range of fire safety products, including fire extinguishers, foam system, fire-resistant doors, personal protective equipment, and fire safety apparel. Fitters’ mission is to deliver high-quality, certified safety solutions that enhance protection across commercial, industrial, healthcare, and residential sectors. Its focus on trading and distribution positions it as a key player in Malaysia’s fire safety market, with a reputation for reliability and compliance with stringent regulatory standards. Over the past four decades, Fitters has expanded its product portfolio to include advanced fire-fighting equipment, foam system, personal protective equipment, and safety apparel, establishing a strong presence in the industry.
Through the Exchange Transaction, the Company has diversified its business portfolio by adding fire protection and safety products and services to its ongoing business interests in the pharmaceutical sector. As a result of the Exchange Transaction, the Company changed the ticker symbols for its common stock and preferred stock from CYCC and CYCCP, respectively, to BGMS and BGMSP, respectively. The Company’s securities will continue to trade on the Nasdaq. No action is required by the Company’s stockholders with respect to the ticker symbol change. The Company’s CUSIP numbers, the unique identifier for the security, will remain unchanged.
“We are pleased to complete this transaction, which diversifies our business and represents an important milestone in our corporate development,” said Datuk Dr. Doris Wong, Chief Executive Officer of Bio Green Med. “By integrating Fitters’ established operations while continuing to maintain our presence in pharmaceuticals, the Company is positioned to explore opportunities across multiple industries and create long-term value for shareholders.”
BIO GREEN MED SOLUTION, INC.
Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Kuala Lumpur, Malaysia 59200
T: +1 (908) 955 0526 E: info@bgmsglobal.com
Transaction Details
Pursuant to the previously announced share exchange agreement (the “Exchange Agreement”), among the Company, Fitters and Fitters Parent, at closing the Company issued 699,158 shares of its common stock to FITTERS Diversified Berhad equal to 19.99% of the issued and outstanding shares of the Company’s common stock, in exchange for all of the issued and outstanding equity interests of Fitters. As a result of the Exchange Transaction, Fitters became a wholly owned subsidiary of the Company. The exchange consideration was determined in accordance with the Exchange Agreement and as disclosed in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”).
About Bio Green Med Solution, Inc.
Bio Green Med Solution, Inc. (formerly Cyclacel Pharmaceuticals, Inc.) is a diversified company engaged in both the fire protection and biopharmaceutical industries. Building on its legacy in pharmaceutical research and development, the Company has expanded its business portfolio through the integration of Fitters Sdn. Bhd., a Malaysia-based group specializing in fire protection products and services. Headquartered in Malaysia, Bio Green Med Solution, Inc. is focused on advancing opportunities across these distinct sectors while maintaining its commitment to driving long-term value creation for shareholders. For additional information, visit www.bgmsglobal.com.
About Fitters Sdn. Bhd.
Fitters specializes in distributing, trading and installing various protective and fire safety materials and equipment and fire protection and prevention systems with a reputation for reliability and compliance with stringent regulatory standards.
| ● | Operates as a “ONE-STOP” Protective Clothing Specialist and distribution of fire retardant uniforms and supplier of Scotchlite reflective material. | |
| ● | Headquartered in Kuala Lumpur, Malaysia, Fitters provides a wide range of fire safety products, including fire extinguishers, foam system, fire-resistant doors, personal protective equipment (PPE), and fire safety apparel | |
| ● | Mission is to deliver high-quality, certified safety solutions that enhance protection across commercial, industrial, healthcare, and residential sectors. |
Financial and Legal Advisors to the Transaction
ARC Group Limited is acting as exclusive financial advisor to Bio Green Med with Rimon, P.C. (Washington, DC) serving as Bio Green Med’s legal counsel. Messrs. Ong, Ric & Partners, Advocates & Solicitors (Kuala Lumpur) is serving as legal counsel to Fitters Parent and Fitters.
Forward-Looking Statement
Certain statements contained in this press release may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding its diversification into the fire protection and safety sector, the integration and future performance of Fitters and the Company’s ongoing business interests in the pharmaceutical sector. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance.
BIO GREEN MED SOLUTION, INC.
Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Kuala Lumpur, Malaysia 59200
T: +1 (908) 955 0526 E: info@bgmsglobal.com
Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (i) the ability of the Company and Fitters to integrate their businesses successfully and to achieve anticipated synergies; (ii) the possibility that other anticipated benefits of the transaction will not be realized, including without limitation, anticipated revenues, expenses, earnings and other financial results, and growth and expansion of the combined company’s operations, and the anticipated tax treatment of the combination; (iii) potential litigation relating to the proposed transaction that could be instituted against the Company, Fitters, Fitters Parent or their respective directors; (iv) the ability of the Company and Fitters to retain, attract and hire key personnel; (v) potential adverse reactions or changes to relationships with customers, employees, suppliers or other parties resulting from the completion of the transaction; (vi) potential business uncertainty, including changes to existing business relationships, during the integration of Fitters that could affect the Company’s or Fitters’ financial performance; (vii) certain restrictions during the integration of Fitters that may impact the Company’s or Fitters’ ability to pursue certain business opportunities or strategic transactions; (viii) legislative, regulatory and economic developments; (ix) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors; and (x) such other factors as are set forth in the Company’s periodic public filings with the SEC, including but not limited to those described under the heading “Risk Factors” in the Company’s Form 10-K for the fiscal year ended December 31, 2024.
New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
For more information, please contact:
Bio Green Med Solution, Inc.
Datuk Dr. Doris Wong
Chief Executive Officer
Email: ir@bgmsglobal.com
BIO GREEN MED SOLUTION, INC.
Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Kuala Lumpur, Malaysia 59200
T: +1 (908) 955 0526 E: info@bgmsglobal.com
Exhibit 99.2
Fitters Unaudited Balance Sheet as of
| June 30, 2025 | June 30, 2024 | |||||||
| (in thousands) | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 849 | $ |
301 | ||||
| Inventories | 1,593 | 1,363 | ||||||
| Accounts receivables | 1,364 | 1,952 | ||||||
| Deferred Tax | 75 | 26 | ||||||
| Prepaid & other current assets | 1,048 | 819 | ||||||
| 4,930 | 4,461 | |||||||
| Investments And Other Assets | ||||||||
| Property, plant and equipment, net | 107 | 110 | ||||||
| ROU Asset | 429 | 409 | ||||||
| Investment assets | 72 | 69 | ||||||
| 608 | 587 | |||||||
| Total Assets | $ | 5,538 | $ | 5,049 | ||||
| Current Liabilities | ||||||||
| Trade payables | $ | 1,025 | $ | 725 | ||||
| Accrued and other current liabilities | 11 | 126 | ||||||
| 1,037 | 851 | |||||||
| Non-current Liabilities | ||||||||
| Lease liability | ||||||||
| Deferred income tax liability | ||||||||
| - | - | |||||||
| Stockholders Equity | ||||||||
| Common Stock | 667 | 636 | ||||||
| Preferred Stock | ||||||||
| Additional paid-in capital | - | - | ||||||
| Accummulated other comprehensive loss | - | - | ||||||
| Accummulated deficit | 3,835 | 3,562 | ||||||
| Total Stockholders' Equity | 4,501 | 4,198 | ||||||
| Total liabilities and stockholders' equity | $ | 5,538 | $ | 5,049 | ||||
Fitters Unaudited Statement of Operations for the Three Months Ended
| June 30, 2025 | June 30, 2024 | |||||||
| (in thousands) | ||||||||
| Revenues | ||||||||
| Sales Revenue | $ | 501 | $ |
365 | ||||
| Clinical Trial Supply | ||||||||
| Revenues | 501 | 365 | ||||||
| Cost of Sales | 415 | 294 | ||||||
| General & administrative | 109 | 119 | ||||||
| Research and development | ||||||||
| Operating Loss | (22 | ) | (48 | ) | ||||
| Other income (expense), net | 70 | 57 | ||||||
| Loss before taxes | 47 | 9 | ||||||
| Income tax benefit | ||||||||
| Income tax expense | ||||||||
| Net loss | $ | 47 | $ | 9 | ||||
| Basic and diluted earnings per common share: | ||||||||
| Net loss per share, continuing operations – basic and diluted | $ | 0.02 | $ | 0.00 | ||||
| Weighted average common shares outstanding - basic & diluted | 3,000,000 | 3,000,000 | ||||||
Exhibit 99.3
UNAUDITED CONDENSED PRO FORMA COMBINED BALANCE SHEET AS OF JUNE 30, 2025
|
Bio Green Med Solution , Inc. |
Fitters | Transaction Accounting | Pro Forma | |||||||||||||
| (Historical) | (Historical) | Adjustments | Combined | |||||||||||||
| (in thousands) | ||||||||||||||||
| Current Assets | ||||||||||||||||
| Cash and cash equivalents | $ | 4,275 | $ | 849 | $ | (1,000 | ) | $ | 4,124 | |||||||
| Inventories | 1,593 | 1,593 | ||||||||||||||
| Accounts receivables | 1,364 | 1,364 | ||||||||||||||
| Deferred Tax | 75 | 75 | ||||||||||||||
| Prepaid & other current assets | 108 | 1,048 | 1,156 | |||||||||||||
| 4,383 | 4,930 | (1,000 | ) | 8,313 | ||||||||||||
| Investments And Other Assets | ||||||||||||||||
| Property, plant and equipment, net | 1 | 107 | 108 | |||||||||||||
| ROU Asset | 17 | 429 | 446 | |||||||||||||
| Goodwill | 1,000 | 1,000 | ||||||||||||||
| Investment assets | 72 | 72 | ||||||||||||||
| 18 | 608 | 1,000 | 1,626 | |||||||||||||
| Total Assets | $ | 4,401 | $ | 5,538 | $ | - | $ | 9,939 | ||||||||
| Current Liabilities | ||||||||||||||||
| Trade payables | $ | 221 | $ | 1,025 | $ | $ | 1,246 | |||||||||
| Accrued and other current liabilities | 539 | 11 | 550 | |||||||||||||
| 760 | 1,037 | - | 1,797 | |||||||||||||
| Non-current Liabilities | ||||||||||||||||
| Lease liability | 10 | - | 10 | |||||||||||||
| Deferred income tax liability | - | |||||||||||||||
| 10 | - | - | 10 | |||||||||||||
| Stockholders’ Equity | ||||||||||||||||
| Common Stock | 2 | 667 | (667 | )(a) | 2 | |||||||||||
| Preferred Stock | 3 | 3 | ||||||||||||||
| Additional paid-in capital | 445,405 | - | 4,929 | (a) | 450,334 | |||||||||||
| Accumulated other comprehensive loss | - | - | - | |||||||||||||
| Accumulated deficit | (441,779 | ) | 3,835 | (4,262 | )(a) | (442,207 | ) | |||||||||
| Total Stockholders’ Equity | 3,631 | 4,501 | 0 | 8,132 | ||||||||||||
| Total liabilities and stockholders’ equity | $ | 4,401 | $ | 5,538 | $ | 0 | $ | 9,939 | ||||||||
UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2025
| Bio Green Med Solution, Inc. | Fitters | Transaction Accounting | Pro Forma | |||||||||||||
| (Historical) | (Historical) | Adjustments | Combined | |||||||||||||
| (in thousands) | ||||||||||||||||
| Revenues | ||||||||||||||||
| Sales Revenue | $ | $ | 501 | $ | $ | 501 | ||||||||||
| Clinical Trial Supply | - | - | ||||||||||||||
| Revenues | - | 501 | - | 501 | ||||||||||||
| Cost of Sales | 415 | 415 | ||||||||||||||
| General & administrative | 1,249 | 109 | 13 | (b) | 1,370 | |||||||||||
| Research and development | 68 | 68 | ||||||||||||||
| Operating Loss | (1,317 | ) | (22 | ) | (13 | ) | (1,352 | ) | ||||||||
| Other income (expense), net | 1 | 70 | 71 | |||||||||||||
| Loss before taxes | (1,316 | ) | 47 | (13 | ) | (1,281 | ) | |||||||||
| Income tax benefit | - | - | ||||||||||||||
| Income tax expense | (2 | ) | (2 | ) | ||||||||||||
| Net loss | $ | (1,318 | ) | $ | 47 | $ | (13 | ) | $ | (1,283 | ) | |||||
| Basic and diluted earnings per common share: | ||||||||||||||||
| Net loss per share, continuing operations – basic and diluted | $ | (0.98 | ) | $ | 0.02 | $ | (0.62 | ) | ||||||||
| Weighted average common shares outstanding - basic & diluted | 1,360,626 | 3,000,000 | (2,300,842 | )(c) | 2,059,784 | |||||||||||
UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2024
| Bio Green Med Solution, Inc. | Fitters | Transaction Accounting | Pro Forma | |||||||||||||
| (Historical) | (Historical) | Adjustments | Combined | |||||||||||||
| (in thousands) | ||||||||||||||||
| Revenues | ||||||||||||||||
| Sales Revenue | $ | $ |
1,755 | $ | $ | 1,755 | ||||||||||
| Clinical Trial Supply | 43 | 43 | ||||||||||||||
| Revenues | 43 | 1,755 | - | 1,798 | ||||||||||||
| Cost of Sales | 1,368 | 1,368 | ||||||||||||||
| General & administrative | 5,392 | 648 | 50 | (d) | 6,090 | |||||||||||
| Research and development | 6,655 | 6,655 | ||||||||||||||
| Operating Loss | (12,004 | ) | (260 | ) | (50 | ) | (12,314 | ) | ||||||||
| Other income (expense), net | 10 | 168 | 178 | |||||||||||||
| Loss before taxes | (11,994 | ) | (92 | ) | (50 | ) | (12,136 | ) | ||||||||
| Income tax benefit | 782 | 782 | ||||||||||||||
| Income tax expense | 11 | 11 | ||||||||||||||
| Net loss | $ | (11,212 | ) | $ | (82 | ) | $ | (50 | ) | $ | (11,344 | ) | ||||
| Basic and diluted earnings per common share: | ||||||||||||||||
| Net loss per share, continuing operations – basic and diluted | $ | (502.46 | ) | $ | (0.03 | ) | $ | (27.13 | ) | |||||||
| Weighted average common shares outstanding - basic & diluted | 22,314 | 3,000,000 | (2,604,256 | )(e) | 418,058 | |||||||||||
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
Note 1. Basis of Presentation
The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method and pursuant to the rules and regulations of the SEC and present the pro forma financial position and results of operations of the combined company based upon historical financial information after giving effect to the transactions, the Fitters acquisition by Bio Green Med Solution, Inc., and transactions and adjustments described in these footnotes.
The acquisition method is based on ASC 805, Business Combinations (“ASC 805”) and uses the fair value concepts defined in ASC 820, Fair Value Measurements (“ASC 820”). ASC 805 requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. In addition, ASC 805 establishes that the consideration transferred is measured at current market price at the consummation of an acquisition. Due to fluctuations in the market price of Bio Green Med Solution, Inc.’s common stock, this requirement will likely result in a valuation of the actual equity consideration that is different from the valuation presented in this unaudited condensed combined pro forma financial information. Certain footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.
The unaudited pro forma condensed combined financial statements are presented for informational purposes only. These unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations that would have been achieved had the transaction actually taken place at the dates indicated and do not purport to be indicative of Bio Green Med Solution, Inc’s future financial position or operating results. The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical financial statements described below.
Note 2. Estimate of Purchase Consideration
The following is a preliminary estimate of the consideration expected to be transferred to effect the acquisition of Fitters:
Preliminary allocation of purchase consideration
| Common Stock of CYCC Shares O/S as of September 8, 2025 | 2,798,379 | |||
| 19.99% of CYCC Shares: | 699,158 | |||
| Stock Price as of September 8, 2025 | $ | 7.05 | ||
| Total Estimated Purchase Consideration | $ | 4,929,061 | ||
| Cash and cash equivalents | $ | 849,041 | ||
| Inventories | 1,593,330 | |||
| Accounts receivables | 1,363,616 | |||
| Deferred Tax | 75,244 | |||
| Prepaid & other current assets | 1,048,405 | |||
| Property, plant and equipment, net | 107,355 | |||
| ROU Asset | 428,889 | |||
| Investment assets | 72,164 | |||
| Trade payables | (1,025,411 | ) | ||
| Accrued and other current liabilities | (11,297 | ) | ||
| Goodwill | 427,725 | |||
| Total Estimated Fair Value of Net Assets Acquired | $ | 4,929,061 |
Note 3. Pro Forma Adjustments for the Acquisition
The unaudited pro forma condensed combined financial statements give effect to the transaction described above as if it had occurred on June 30, 2025 for purposes of the unaudited pro forma condensed combined balance sheet and January 1, 2024 for purposes of the unaudited pro forma condensed combined statements of operations. The unaudited pro forma condensed combined statements of operations do not include any material non-recurring charges that will arise as a result of the transactions described above. Adjustments in the unaudited pro forma condensed combined financial statements are as follows:
(a) this adjustment reflects the elimination of the historical equity of Fitters and reflects the new equity structure of the combined company, including:
i) issuance of 699,158 shares of common stock to Fitters Parent at a share price of $7.05, being the closing stock price as of September 8, 2025.
ii) recognition of $427,725 goodwill as a result of the fair value of net assets exceeding the estimated purchase consideration.
(b) this adjustment reflects the issuance of new common stock arising as a result of equity consideration:
| Weighted average shares CYCC | 1,360,626 | |||
| Weighted average shares Fitters | 699,158 |
|||
| Weighted average shares Combined | 2,059,784 | |||
| Weighted average shares Combined | 2,059,784 | |||
| Less Historical shares CYCC | (1,360,626 | ) | ||
| Less Historical shares Fitters | (3,000,000 | ) | ||
| Transaction Accounting Adjustment | (2,300,842 | ) |
(c) Estimate for additional Audit fees at $12,500 per quarter
(d) this adjustment reflects the elimination of the historical equity of Fitters and reflects the new equity structure of the combined company, including:
i) issuance of 699,158 shares of common stock to Fitters Parent at a share price of $7.05, being the closing stock price as of September 8, 2025.
| Weighted average shares CYCC | 22,314 | |||
| Weighted average shares Fitters | 395,744 | |||
| Weighted average shares Combined | 418,058 | |||
| Weighted average shares Combined | 418,058 | |||
| Less Historical shares CYCC | (22,314 | ) | ||
| Less Historical shares Fitters | (3,000,000 | ) | ||
| Transaction Accounting Adjustment | (2,604,256 | ) |
(e) Estimate for additional Audit fees at $50,000 for full year