Bio Green Med Solution, Inc.

Previous wording

Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ materially from those anticipated in the forward looking statements due to a number of factors, including those set forth in Part I, Item 1A, entitled “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2024, as updated and supplemented by Part II, Item 1A, entitled “Risk Factors,” of our Quarterly Reports on Form 10-Q, and elsewhere in this report. These factors as well as other cautionary statements made in this Quarterly Report on Form 10-Q, should be read and understood as being applicable to all related forward-looking statements wherever they appear herein. The forward-looking statements contained in this Quarterly Report on Form 10-Q represent our judgment as of the date hereof. We encourage you to read those descriptions carefully. We caution you not to place undue reliance on the forward-looking statements contained in this report. These statements, like all statements in this report, speak only as of the date of this report (unless an earlier date is indicated) and we undertake no obligation to update or revise the statements except as required by law. Such forward-looking statements are not guarantees of future performance and actual results will likely differ, perhaps materially, from those suggested by such forward-looking statements. In this report, “Cyclacel,” the “Company,” “we,” “us,” and “our” refer to Cyclacel Pharmaceuticals, Inc.

Current wording

Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ materially from those anticipated in the forward looking statements due to a number of factors, including those set forth in Part I, Item 1A, entitled “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2024, as updated and supplemented by Part II, Item 1A, entitled “Risk Factors,” of our Quarterly Reports on Form 10-Q, and elsewhere in this report. These factors as well as other cautionary statements made in this Quarterly Report on Form 10-Q, should be read and understood as being applicable to all related forward-looking statements wherever they appear herein. The forward-looking statements contained in this Quarterly Report on Form 10-Q represent our judgment as of the date hereof. We encourage you to read those descriptions carefully. We caution you not to place undue reliance on the forward-looking statements contained in this report. These statements, like all statements in this report, speak only as of the date of this report (unless an earlier date is indicated) and we undertake no obligation to update or revise the statements except as required by law. Such forward-looking statements are not guarantees of future performance and actual results will likely differ, perhaps materially, from those suggested by such forward-looking statements. In this report, “BGMS,” the “Company,” “we,” “us,” and “our” refer to Bio Green Med Solution, Inc.

Previous wording

On January 24, 2025, the Company’s wholly owned United Kingdom subsidiary Cyclacel Limited entered into a creditors voluntary liquidation. Upon the commencement of the liquidation of the Cyclacel Limited, the Company lost operational and strategic control over the Cyclacel Limited and the financial results of Cyclacel Limited have been deconsolidated from Company as of January 24, 2025. The deconsolidation of the subsidiary resulted in a gain on deconsolidation of approximately $5.0 million shown as other income within the income statement for the period.

Current wording

On January 24, 2025, the Company’s wholly owned United Kingdom subsidiary, Cyclacel Limited, entered into a creditors voluntary liquidation. Upon the commencement of the liquidation of Cyclacel Limited, the Company lost operational and strategic control over Cyclacel Limited, and the financial results of Cyclacel Limited have been deconsolidated from Company as of January 24, 2025. The deconsolidation of the subsidiary resulted in a gain on deconsolidation of approximately $5.0 million shown as other income within the income statement for the period.

Previous wording

For the six months ended June 30, 2025, we used net cash of $4.3 million to fund our operating activities. We have cash and cash equivalents of $4.3 million as of June 30, 2025, which will allow it to meet its liquidity requirements into the fourth quarter of 2025. However, there remains substantial doubt about our ability to continue as a going concern. We are currently investigating ways to raise additional capital through private equity financing or by entering into a strategic transaction. In the event that we are not able to secure funding, we may be forced to curtail operations, delay or stop ongoing development activities, cease operations altogether, and/or file for bankruptcy.

Current wording

For the nine months ended September 30, 2025, we used net cash of $4.7 million to fund our operating activities. We have cash and cash equivalents of $3.8 million as of September 30, 2025, which will allow us to meet our liquidity requirements into the first quarter of 2026. However, there remains substantial doubt about our ability to continue as a going concern. We are currently investigating ways to raise additional capital through private equity financing or by entering into a strategic transaction. In the event that we are not able to secure funding, we may be forced to curtail operations, delay or stop ongoing development activities, cease operations altogether, and/or file for bankruptcy.

Previous wording

On February 25, 2025, Nasdaq notified us that we have regained compliance with the equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”), as required by the Nasdaq Hearing Panel’s decision dated October 22, 2024. Following our regaining compliance with the Equity Rule, pursuant to the Nasdaq notice on February 25, 2025, we will be subject to a Mandatory Panel Monitor for a period of one year from February 25, 2025 pursuant to Listing Rule 5815(d)(4)(B).

Current wording

On February 25, 2025, Nasdaq notified us that we have regained compliance with the equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”), as required by the Nasdaq Hearing Panel’s decision dated October 22, 2024. Following our regaining compliance with the Equity Rule, pursuant to the Nasdaq notice on February 25, 2025, we will be subject to a Mandatory Panel Monitor for a period of one year until February 25, 2026 pursuant to Listing Rule 5815(d)(4)(B).

Previous wording

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months. This is because we have not generated any revenues and no revenues are anticipated for the foreseeable future. We cannot complete the development of plogo without obtaining additional financing. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our business plan.

Current wording

There is substantial doubt that we can continue as an on-going business for the next twelve months. This is because we have not generated any bio-pharmaceutical related revenues and no bio-pharmaceutical related revenues are anticipated for the foreseeable future. Although we expect our newly acquired subsidiary, Fitters Sdn. Bhd., to be profitable, it is yet to be determined if profits from this division can sustain the entire group. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our business plan.

Previous wording

As a result of the current difficult economic environment and our lack of funding to implement our business plan, our Board of Directors has begun to analyze strategic alternatives available to the Company to continue as a going concern. Such alternatives include raising additional debt or equity financing or consummating a merger or acquisition with a partner that may involve a change in our business plan.

Current wording

As a result of the current economic environment, characterized by a global growth slowdown with risks tilted to the downside, and our lack of funding to implement our business plan, our Board of Directors has begun to analyze strategic alternatives available to the Company to continue as a going concern. Such alternatives include raising additional debt or equity financing or consummating a merger or acquisition with a partner that may involve a change in our business plan.

Previous wording

Although our Board of Directors’ preference would be to obtain additional funding to implement our business plan, the Board believes that it must consider all viable strategic alternatives that are in the best interests of our shareholders. Such strategic alternatives include a merger, acquisition, share exchange, asset purchase, or similar transaction. We believe we would be an attractive candidate for such a business combination due to the perceived benefits of being a publicly listed company, thereby providing a transaction partner access to the public marketplace to raise capital, such as:

Current wording

Although our Board of Directors’ preference would be to obtain additional funding to implement our business plan, the Board believes that it must consider all viable strategic alternatives that are in the best interests of our shareholders. Such strategic alternatives include a merger, acquisition, share exchange, asset purchase, or similar transaction. We believe we would be an attractive candidate for such a business combination due to the perceived benefits of being a publicly listed company, thereby providing a transaction partner access to the public marketplace to raise capital.

Previous wording

We plan to acquire and consolidate complimentary industrial assets. Typically, these assets are the core manufacturer and supplier of specific bulk commodity minerals and chemicals distributed to the global manufacturer industry. Our consolidation strategy is to assemble a portfolio of mature and value-add industrial commodities businesses to generate scalable enterprises with a large portfolio of products and services addressing a common and stable customer base. We believe that smaller, legacy-owned industrial companies will benefit from economies of scale and professional asset allocation. Our acquisition strategy seeks to capitalize on the price differential between public company and private company valuations, while also providing the platform to access capital markets and professional management oversight.

Current wording

We plan to acquire complimentary industrial businesses and assets focusing on core manufacturers and suppliers of specific bulk commodity minerals and chemicals distributed to the global manufacturer industry. Our consolidation strategy is to assemble a portfolio of mature and value-add industrial commodities businesses to generate a large portfolio of products and services addressing a common and stable customer base. We believe that smaller, legacy-owned industrial companies will benefit from economies of scale and professional asset allocation. Our acquisition strategy seeks to capitalize on the price differential between public company and private company valuations, while also providing the platform to access capital markets and professional management oversight.

Previous wording

Our present intent is to identify and evaluate business opportunities that might prove to be a good match for the Company. We will not be able to develop any identified business opportunities without additional financing. Our board of directors and management are actively pursuing financing to maintain operations while we evaluate potential businesses. We will not restrict our consideration to any particular business or industry segment, and might consider, among others, finance, brokerage, insurance, transportation, communications, research and development, biotechnology, service, natural resources, manufacturing, or technology. Management recognizes that the Company’s inadequate financial resources limit the scope and number of suitable business venture candidates that might otherwise be available. The decision to participate in a specific business opportunity will be made upon management’s analysis of the quality of the other firm’s management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological changes and numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria.

Current wording

We will not restrict our consideration to any particular business or industry segment, and might consider, among others, finance, brokerage, insurance, transportation, communications, research and development, biotechnology, service, natural resources, manufacturing, or technology. Management recognizes that the Company’s inadequate financial resources limit the scope and number of suitable business venture candidates that might otherwise be available. The decision to participate in a specific business opportunity will be made upon management’s analysis of the quality of the other firm’s management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological changes and numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria.

Previous wording

We may become a party to a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another entity or may purchase the stock or assets of an existing business. In the event a merger or acquisition were to occur, our shareholders would in all likelihood hold a lesser percentage ownership interest in the Company following such merger or acquisition. The percentage ownership of existing shareholders may be subject to a significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant substantial dilutive effect on the percentage of shares held by the Company’s present shareholders.

Current wording

We will not be able to develop any identified business opportunities without additional financing. Our board of directors and management are actively pursuing financing to maintain operations while we evaluate potential businesses. To obtain such financing, we may become a party to a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another entity or may purchase the stock or assets of an existing business. In the event a merger or acquisition were to occur, our shareholders would in all likelihood hold a lesser percentage ownership interest in the Company following such merger or acquisition. The percentage ownership of existing shareholders may be subject to a significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant substantial dilutive effect on the percentage of shares held by the Company’s present shareholders.

Previous wording

Since our inception, we have relied primarily on the proceeds from sales of common and preferred equity securities to finance our operations and internal growth. Additional funding has come through research and development tax credits, government grants, the sale of product rights, interest on investments and licensing revenue. We have incurred significant losses since our inception. As of June 30, 2025, we had an accumulated deficit of $441.8 million.

Current wording

Since our inception, we have relied primarily on the proceeds from sales of common and preferred equity securities to finance our operations and internal growth. Additional funding has come through research and development tax credits, government grants, the sale of product rights, interest on investments and licensing revenue. We have incurred significant losses since our inception. As of September 30, 2025, we had an accumulated deficit of $444.3 million.

Previous wording

Cash from operating, investing and financing activities for the six months ended June 30, 2025 and 2024 is summarized as follows (in $000s):

Current wording

Cash from operating, investing and financing activities for the nine months ended September 30, 2025 and 2024 is summarized as follows (in $000s):

Previous wording

Net cash used in operating activities increased by $0.7 million, from $3.6 million for the six months ended June 30, 2024 to $4.3 million for the six months ended June 30, 2025. The increase in cash used by operating activities was primarily due to a change in working capital of $11.8 million, and offset by decrease in net loss of $4.8 million and increase of $1.3 million of non-cash stock compensation expense and $4.9m non-cash gain on deconsolidation of subsidiary.

Current wording

Net cash used in operating activities decreased by $1.9 million, from $6.6 million for the nine months ended September 30, 2024 to $4.7 million for the nine months ended September 30, 2025. The decrease in cash used by operating activities was primarily due to a decrease in net loss of $5.8 million, offset by changes in our working capital.

Previous wording

Net cash used by investing activities was $0 for each of the six months ended June 30, 2025 and 2024.

Current wording

Net cash used by investing activities was $0 for each of the nine months ended September 30, 2025 and 2024.

Previous wording

Net cash provided by financing activities was $5.5 million for the six months ended June 30, 2025 as a direct result of receiving approximately $6.6 million, net of expenses, from the issuance of preferred stock under Securities Purchase Agreements following a change of control of the Company. This was offset by a payment of $1.1m under the November 2024 Warrant Exchange Agreement, as amended.

Current wording

Net cash provided by financing activities was $5.5 million for the nine months ended September 30, 2025 as a direct result of receiving approximately $6.6 million, net of expenses, from the issuance of preferred stock under Securities Purchase Agreements following a change of control of the Company. This was offset by a payment of $1.1 million under the November 2024 Warrant Exchange Agreement, as amended.

Previous wording

Net cash used in financing activities was $6.2 million for the six months ended June 30, 2024 a direct result of receiving approximately $6.2 million, net of expenses, from the issuance of common stock and warrants under a Securities Purchase Agreement with an institutional investor.

Current wording

Net cash used in financing activities was $6.2 million for the nine months ended September 30, 2024 a direct result of receiving approximately $6.2 million, net of expenses, from the issuance of common stock and warrants under a Securities Purchase Agreement with an institutional investor.

Previous wording

We do not currently have sufficient funds to complete development and commercialization of any of our drug candidates. Current business and capital market risks could have a detrimental effect on the availability of sources of funding and our ability to access them in the future, which may delay or impede our progress of advancing our drugs currently in the clinical pipeline to approval by the Food and Drug Administration (“FDA”) or European Medicines Agency (“EMA”) for commercialization. Additionally, we plan to continue to evaluate in-licensing and acquisition opportunities to gain access to new drugs or drug targets that would fit with our strategy. Any such transaction would likely increase our funding needs in the future.

Current wording

We do not currently have sufficient funds to sustain our operations to one year after the date that the financial statements are issued. Current business and capital market risks could have a detrimental effect on the availability of sources of funding and our ability to access them in the future.

Previous wording

Until we can generate a sufficient amount of product revenue to finance our cash requirements, which we may never do, we expect to finance future cash needs primarily through public or private equity offerings, debt financings or strategic collaborations. Although we are not reliant on institutional credit finance and therefore not subject to debt covenant compliance requirements or potential withdrawal of credit by banks, we are reliant on the availability of funds and activity in equity markets. We do not know whether additional funding will be available on acceptable terms, or at all. If we are not able to secure additional funding when needed, we may have to delay, reduce the scope of or eliminate one or more of our clinical trials or research and development programs or make changes to our operating plan, which may include ceasing operations altogether and/or filing for bankruptcy. In addition, we may have to partner one or more of our product candidate programs at an earlier stage of development, which would lower the economic value of those programs to us.

Current wording

Until we can generate a sufficient amount of product revenue to finance our cash requirements, which we may never do, we expect to finance future cash needs primarily through public or private equity offerings, debt financings or strategic collaborations. Although we are not reliant on institutional credit finance and therefore not subject to debt covenant compliance requirements or potential withdrawal of credit by banks, we are reliant on the availability of funds and activity in equity markets. We do not know whether additional funding will be available on acceptable terms, or at all.

Previous wording

We recognized $0 revenue for the three and six months ended June 30, 2025 and $4,000 and $33,000 for the three and six months ended June 30, 2024. This revenue is related to recovery of clinical manufacturing costs associated with an investigator sponsored study managed by Cedars-Sinai Medical Center.

Current wording

We recognized $81,000 of revenue for the three and nine months ended September 30, 2025 and $10,000 and $43,000 of revenue for the three and nine months ended September 30, 2024, respectively. Revenue recognized in the current periods relate to product revenues from sales of fire safety equipment and services within the newly acquired Malaysian-based subsidiary Fitters Sdn. Bhd. Revenue recognized in the prior periods related to recovery of clinical manufacturing costs associated with an investigator sponsored study managed by Cedars-Sinai Medical Center.

Previous wording

We do not expect to report revenue from research and development activities for the foreseeable future. If we are successful in completing the Exchange Agreement with FITTERS Diversified Berhad, and Fitters Sdn. Bhd becomes a wholly owned subsidiary, we anticipate seeing growth in revenues during the fourth quarter of this year.

Current wording

We do not expect to report revenue from research and development activities for the foreseeable future. However, following the full integration of Fitters Sdn. Bhd., as a wholly owned subsidiary, we anticipate seeing growth in revenues during the fourth quarter of this year.

Previous wording

From our inception, we have focused on drug discovery and development programs, with a particular emphasis on orally available anticancer agents, and our research and development expenses have represented costs incurred to discover and develop novel small molecule therapeutics, including clinical trial costs for fadraciclib and plogosertib. We have also incurred costs in the advancement of product candidates toward clinical and preclinical trials and the development of in-house research to advance our biomarker program and technology platforms. We expense all research and development costs as they are incurred. Research and development expenses primarily include:

Current wording

From our inception through early 2025, we focused on drug discovery and development programs, with a particular emphasis on orally available anticancer agents. Historically, our research and development expenses have represented costs incurred to discover and develop novel small molecule therapeutics.

Previous wording

The following table provides information with respect to our research and development expenditures for the three and six months ended June 30, 2025 and 2024 (in $000s except percentages):

Current wording

The following table provides information with respect to our research and development expenditures for the three and nine months ended September 30, 2025 and 2024 (in $000s except percentages):

Previous wording

Total research and development expenses represented 14% and 60% of our operating expenses for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Total research and development expenses represented under 12% and 57% of our operating expenses for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Research and development expenses decreased by $3.9 million from $4.8 million for the six months ended June 30, 2024 to $0.9 million for the six months ended June 30, 2025. Expenditure for the transcriptional regulation program ceased as a result of the Company’s UK subsidiary, Cyclacel Limited, being liquidated on January 24, 2025. Research and development expenses relating to plogosertib decreased by $2.9 million relative to the respective comparative period whilst we paused our clinical trials and continue to explore and develop an alternative salt, oral formulation with improved bioavailability.

Current wording

Research and development expenses decreased by $4.9 million from $5.8 million for the nine months ended September 30, 2024 to $0.9 million for the nine months ended September 30, 2025. Expenditure for the transcriptional regulation program ceased as a result of the Company’s UK subsidiary, Cyclacel Limited, being liquidated on January 24, 2025. Research and development expenses relating to plogosertib decreased by $1.2 million relative to the respective comparative period while we paused our clinical trials and explored alternative salt, oral formulation with improved bioavailability.

Previous wording

General and administrative expenses include costs for administrative personnel, legal and other professional expenses and general corporate expenses. The following table summarizes the general and administrative expenses for the three and six months ended June 30, 2025 and 2024 (in $000s except percentages):

Current wording

General and administrative expenses include costs for administrative personnel, legal and other professional expenses and general corporate expenses. The following table summarizes the general and administrative expenses for the three and nine months ended September 30, 2025 and 2024 (in $000s except percentages):

Previous wording

Total general and administrative expenses represented 86% and 40% of our operating expenses for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Total general and administrative expenses represented 87% and 43% of our operating expenses for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

General and administrative expenses increased by approximately $2.3 million from $3.2 million for the six months ended June 30, 2024 to $5.5 million for the six months ended June 30, 2025, due to several one-time costs associated with the two changes of control of the Company; primarily stock compensation expense of $1.3 million, D&O insurance costs of $0.7 million, compensation expense of $0.3 million.

Current wording

General and administrative expenses increased by approximately $2.0 million from $4.4 million for the nine months ended September 30, 2024 to $6.5 million for the nine months ended September 30, 2025, due to several one-time costs associated with the two changes of control of the Company; primarily stock compensation expense of $1.3 million, D&O insurance costs of $0.7 million, and compensation expense of $0.3 million.

Previous wording

We expect general and administrative expenditures for the year ended December 31, 2025 to be higher than our expenditures for the year ended December 31, 2024, due to the various one-time costs associated with the two changes of control of the Company during the first half of the current year. Furthermore, if we are successful in completing the Exchange Agreement with FITTERS Diversified Berhad, and Fitters Sdn. Bhd becomes a wholly owned subsidiary, we anticipate our overall expenditures to increase significantly during the fourth quarter of this year.

Current wording

We expect general and administrative expenditures for the year ended December 31, 2025 to be higher than our expenditures for the year ended December 31, 2024, due to the various one-time costs associated with the two changes of control of the Company during the first half of the current year. Furthermore, we anticipate our overall expenditures to increase modestly during the fourth quarter of this year following the full integration of Fitters Sdn. Bhd.

Previous wording

The following table summarizes other (expense) income, net for the three and six months ended June 30, 2025 and 2024 (in $000 except percentages):

Current wording

The following table summarizes other (expense) income, net for the three and nine months ended September 30, 2025 and 2024 (in $000 except percentages):

Previous wording

Total other income increased by $4.9 million from $30,000 for the six months ended June 30, 2024 to $4.9 million for the six months ended June 30, 2025. The liquidation of our formerly wholly owned subsidiary and the subsequent deconsolidation thereof in January 2025 resulted in a $5.0 million gain on deconsolidation. Other income for the six months ended June 30, 2025 relates to royalties receivable under a December 2005 Asset Purchase Agreement, or APA, whereby Xcyte Therapies, Inc., or Xcyte (a business acquired by us in March 2006) sold certain assets and intellectual property to ThermoFisher Scientific Company, or TSC (formerly Invitrogen Corporation) through the APA and other related agreements. The assets and technology were not part of our product development plan following the transaction between Xcyte and Cyclacel in March 2006. Accordingly, we presented $2,000 and $0 as other income arising from royalties from the APA during each of the six months ended June 30, 2025 and 2024, respectively.

Current wording

Total other income increased by 4.9 million from $40,000 for the nine months ended September 30, 2024 to $5.0 million for the nine months ended September 30, 2025. The liquidation of our formerly wholly owned subsidiary and the subsequent deconsolidation thereof in January 2025 resulted in a $4.9 million gain on deconsolidation. Other income for the nine months ended September 30, 2025 relates to royalties receivable under a December 2005 Asset Purchase Agreement, or APA, whereby Xcyte Therapies, Inc., or Xcyte (a business acquired by us in March 2006) sold certain assets and intellectual property to ThermoFisher Scientific Company, or TSC (formerly Invitrogen Corporation) through the APA and other related agreements. The assets and technology were not part of our product development plan following the transaction between Xcyte and Cyclacel in March 2006. Accordingly, we presented $2,000 and $52,000 as other income arising from royalties from the APA during each of the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Foreign exchange losses increased by $15,000, from a gain of $4,000 for the six months ended June 30, 2024, to a loss of $11,000 for the six months ended June 30, 2025.

Current wording

Foreign exchange losses increased by $31,000, from a gain of $6,000 for the nine months ended September 30, 2024, to a loss of $25,000 for the nine months ended September 30, 2025.

Previous wording

The following table summarizes total income tax benefit for the three and six months ended June 30, 2025 and 2024 (in $000s except percentages):

Current wording

The following table summarizes total income tax benefit for the three and nine months ended September 30, 2025 and 2024 (in $000s except percentages):

Previous wording

The total income tax charge was$2,000, during the six months ended June 30, 2025, compared to tax benefit of $1.8 million for the six months ended June 30, 2024 which comprised of research and development tax credits recoverable, following the liquidation of the UK Subsidiary and the subsequent loss of eligibility for recoverable tax credits as a result thereof. The level of tax credits recoverable is linked directly to qualifying research and development expenditure incurred in any one year and the availability of trading losses.

Current wording

The total income tax charge was$2,000 during the nine months ended September 30, 2025, compared to tax benefit of $2.0 million for the nine months ended September 30, 2024 which comprised of research and development tax credits recoverable, following the liquidation of the UK Subsidiary and the subsequent loss of eligibility for recoverable tax credits as a result thereof. The level of tax credits recoverable is linked directly to qualifying research and development expenditure incurred in any one year and the availability of trading losses.

Previous wording

Our critical accounting policies are those policies which require the most significant judgments and estimates in the preparation of our consolidated financial statements. We evaluate our estimates, judgments, and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. A summary of our critical accounting policies is presented in Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2024 and Note 2 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. There have been no material changes to our critical accounting policies during the six months ended June 30, 2025.

Current wording

Our critical accounting policies are those policies which require the most significant judgments and estimates in the preparation of our consolidated financial statements. We evaluate our estimates, judgments, and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. A summary of our critical accounting policies is presented in Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2024 and Note 2 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. There have been no material changes to our critical accounting policies during the nine months ended September 30, 2025.