Bio Green Med Solution, Inc.
For the period ended Mar 31, 2026. Filed May 15, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 2026
BGMS$0.86-0.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001493152-25-022388
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001493152-26-023800
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 70 previous paragraphs and 62 current paragraphs.
26 unchanged; 23 reworded; 13 added; 21 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 8 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
Through March 31, 2026,
Current report
Net cash used by financing activities was $0.1 million for the three months ended March 31, 2026 as a direct result of the adjustment to issuance costs of $125,000 under a warrant exchange agreement, as amended and offset by a dividend payment of approximately $20,000 to the holders of our 6% Preferred Stock.
Current report
Three Months Ended March 31, 2026 and 2025
Current report
We expect our revenues in fire safety in general to grow modestly in the near term, but expect more elevated growth in revenues for fire safety equipment in future years, to service the rapid expansion of data centers in Southern Malaysia.
Current report
Total cost of sales represented 61% and 0% of our operating expenses for the three months ended March 31, 2026 and 2025, respectively. Our gross margins for the three months ended March 31, 2026 approximate to 18% of gross revenues. We do not expect the product mix or margins to change significantly in the near term. We are, however, susceptible to potential increased costs brought about by geo-political events such as adverse movements in world oil prices.
Current report
The future
Current report
Total other income increased by $71,000 from $8,000 for the three months ended March 31, 2025 to $79,000 for the three months ended March 31, 2026.
Current report
The future
Current report
Income Tax Charge
Current report
Provision for income taxes is estimated and recorded as part of the consolidated statements of operations. Due to our history of losses, we set 100% allowances for all deferred income tax. Accordingly, we reported approximately $30,000 income tax provision for the three months ended March 31, 2026, and no reported income tax benefits or provisions during the three months ended March 31, 2026 or 2025.
Current report
Discontinued Operations
Current report
Following the liquidation of our former subsidiary Cyclacel Limited in January 2025 and the subsequent sale of our remaining research and development asset Plogosertib in October 2025, we no longer undertake any research and development related operations.
Current report
The following table provides information with respect to net other income from discontinued operations, for the three months ended March 31, 2026 and March 31, 2025 (in $000s except percentages):
Removed paragraphs (21)
Previous report
In early October 2025, as part of the Company’s efforts to reduce future operating costs, the Company decided to sell its bio-pharmaceutical asset plogosertib (“Plogo”) for $0.3 million, plus the potential for a further potential payment of $170,000 if certain development milestones are met.
Previous report
The Company will continue to focus on its strategy to explore, identify and diversify its portfolio of business assets.
Previous report
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 report
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 report
In many instances, it is anticipated that the historical operations of a specific venture may not necessarily be indicative of the potential for the future because of the necessity to substantially shift a marketing approach, expand operations, change product emphasis, change or substantially augment management, or make other changes. We will to some extent be dependent upon the management of a business opportunity to identify such problems and to implement or be primarily responsible for the implementation of required changes. We will not acquire or merge with any company for which audited financial statements could not be obtained. Nonetheless, it may be anticipated that any opportunity in which we determine to participate would present certain risks to our shareholders. Risks might include the track record of management’s effectiveness, failures to establish a consistent market for products or services, development stage, or to realize profits. Many more of these risks may not be adequately identified prior to the selection of a specific opportunity, and our shareholders must, therefore, depend on the ability of management to identify and evaluate such risks as such become evident.
Previous report
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 report
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 report
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 report
Nine Months Ended September 30, 2025 and 2024
Previous report
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 report
We expect to report increased cost of sales expenditures during the fourth quarter of this year.
Previous report
Research and Development Expenses
Previous report
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 report
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 report
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 report
Following the liquidation of the Cyclacel Limited, and therefore the loss of ownership of our transcriptional regulation program, coupled with the sale of our remaining anti-mitotic asset, plogosertib in early October 2025, we do not expect to incur material research and development expenditures prospectively.
Previous report
As a result of the liquidation of the UK subsidiary in January 2025, the intercompany loans have been forgiven. The accumulated translation adjustments previously recorded in other comprehensive income within equity have been reclassified from accumulated other comprehensive income and recorded as part of the gain/loss from deconsolidation of the subsidiary. Foreign exchange gains and losses relating to ordinary operating expenditure, which is expected to be settled in the foreseeable future, will be recognized within the statement of operations.
Previous report
Income Tax Benefit
Previous report
Credit is taken for research and development tax credits, which are claimed from the United Kingdom’s revenue and customs authority, or HMRC, in respect of qualifying research and development costs incurred.
Previous report
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 report
Following the liquidation of the UK Subsidiary, we are no longer eligible to receive United Kingdom research and development tax credits for the year ending December 31, 2025.
Reworded paragraphs (23)
Previous wording
We are a diversified company that was formerly engaged in the biopharmaceutical industry but, as of September 2025, have pivoted our operations to focus on fire safety protection and distribution activities. Specifically, on September 12, 2025, we expanded our 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. We reported revenues of $81,000 for the nine months ended September 30, 2025 following the acquisition of Fitters. 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.
Current wording
We are a diversified company that was formerly engaged in the biopharmaceutical industry but as of September 2025 has shifted our operations to focus on provision of fire safety protection and distribution activities. Specifically, on September 12, 2025, we completed our acquisition of Fitters Sdn. Bhd., a Malaysia-based group specializing in fire protection products and services. Headquartered in Malaysia, we are now focused on advancing opportunities across these distinct sectors whilst maintaining our commitment to driving long-term value creation for our shareholders. From the time of acquisition, substantially all of our efforts of the Company have been focused on the supply and trading of protective and fire safety equipment providing a wide range of fire safety products, including fire extinguishers, foam system, fire-resistant doors, personal protective equipment, and fire safety apparel. Our mission is to deliver high-quality, certified safety solutions that enhance protection across commercial, industrial, healthcare, and residential sectors with a focus on trading and distribution to position us as a key player in Malaysia’s fire safety market, with a reputation for reliability and compliance with stringent regulatory standards.
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 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.
Current wording
On January 24, 2025, our former wholly owned United Kingdom subsidiary, Cyclacel Limited, entered into a creditors voluntary liquidation. Upon the commencement of the liquidation of Cyclacel Limited, we lost operational and strategic control over Cyclacel Limited and the financial results of Cyclacel Limited have been deconsolidated from the Company as of January 24, 2025. The deconsolidation of the subsidiary resulted in a gain on deconsolidation of approximately $5.0 million shown as a component of discontinued operations within the income statement for the period.
Previous 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.
Current wording
For the three months ended March 31, 2026, we used net cash of $0.3 million to fund our operating activities. We have cash and cash equivalents of $3.3 million as of March 31, 2026, which will allow us to meet our liquidity requirements into the fourth 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
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.
Current wording
There is substantial doubt that we can continue as an on-going business for the next twelve months. Although we expect our recently acquired subsidiary, Fitters Sdn. Bhd., to be profitable, it is yet to be determined if any future 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
The following is a summary of our key liquidity measures as of September 30, 2025 and 2024 (in $000s):
Current wording
The following is a summary of our key liquidity measures as of the three months ended March 31, 2026 and March 31, 2025 (in $000s):
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 September 30, 2025, we had an accumulated deficit of $444.3 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 March 31, 2026, we had an accumulated deficit of $454.6 million.
Previous wording
Cash from operating, investing and financing activities for the nine months ended September 30, 2025 and 2024 is summarized as follows (in $000s):
Current wording
Cash from operating, investing and financing activities for the three months ended March 31, 2026 and March 31, 2025 is summarized as follows (in $000s):
Previous 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.
Current wording
Net cash used in operating activities decreased by $2.9 million, from $3.2 million for the three months ended March 31, 2025 to $0.3 million for the three months ended March 31, 2026. The decrease in cash used by operating activities was primarily due to changes in working capital of $4.7 million following the acquisition of Fitters Sdn. Bhd. in September 2025 and offset by lower year-over-year stock compensation expense of $1.6 million.
Previous wording
Net cash used by investing activities was $0 for each of the nine months ended September 30, 2025 and 2024.
Current wording
Net cash used by investing activities was $1,000 and 0 for each of the three months ended March 31, 2026 and March 31, 2025. Capital expenditure for the three months ended March 31, 2026 was related to computer equipment.
Previous 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.
Current wording
Net cash provided by financing activities was $3.6 million for the three months ended March 31, 2025 as a direct result of receiving approximately $3.6 million, net of expenses, from the issuance of preferred stock under a Securities Purchase Agreement following a change of control of the Company.
Previous 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.
Current wording
We recognized $0.7 million of revenue for the three months ended March 31, 2026 and $0 of revenue for the three months ended March 31, 2025, respectively. Revenue recognized in the current periods relate to product revenues from sales of fire safety equipment and services within our wholly-owned Malaysian-based subsidiary, Fitters Sdn. Bhd. which was acquired in September 2025.
Previous wording
We recognized $64,000 cost of sales for the three and nine months ended September 30, 2025 and $0 for the three and nine months ended September 30, 2024. This cost of sales is related to product revenue generated by Fitters Sdn. Bhd., our newly acquired Malaysian based subsidiary specializing in fire safety products and services.
Current wording
We recognized $0.6 million cost of sales for the three months ended March 31, 2026 and $0 for the three months ended March 31, 2025. This cost of sales is related to product revenue generated by Fitters Sdn. Bhd.
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 nine months ended September 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 months ended March 31, 2026 and 2025 (in $000s except percentages):
Previous 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.
Current wording
Total general and administrative expenses represented 39% and 100% of our operating expenses for the three months ended March 31, 2026 and 2025, respectively.
Previous 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.
Current wording
General and administrative expenses decreased by approximately $3.8 million from $4.2 million for the three months ended March 31, 2025 to $0.4 million for the three months ended March 31, 2026, due to several one-time costs associated with the two changes of control of the Company; primarily stock compensation expense of $1.6 million, D&O insurance costs of $0.9 million, compensation expense of $0.9 million, legal and professional costs of $0.4 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, we anticipate our overall expenditures to increase modestly during the fourth quarter of this year following the full integration of Fitters Sdn. Bhd.
Current wording
We expect general and administrative expenditures for the year ended December 31, 2026 to be significantly lower than our expenditures for the year ended December 31, 2025, due to the various non-recurring one-time costs associated with the two changes of control of the Company during the prior year.
Previous 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):
Current wording
The following table summarizes other (expense) income, net for the three months ended March 31, 2026 and 2025 (in $000 except percentages):
Previous 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.
Current wording
Foreign exchange gains increased by $46,000, from a loss of $8,000 for the three months ended March 31, 2025, to a gain of $38,000 for the three months ended March 31, 2026.
Previous wording
Other income (expense), net for the year ended December 31, 2025, will continue to be impacted by changes in the receipt of income under the APA. As we are not in control of sales made by TSC, we are unable to estimate the level and timing of income under the APA, if any.
Current wording
Other income (expense), net for the year ended December 31, 2026, will continue to be impacted by changes in the receipt of income 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. As we are not in control of sales made by TSC, we are unable to estimate the level and timing of income under the APA, if any.
Previous 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):
Current wording
The following table summarizes total income tax provision for the three months ended March 31, 2026 and 2025 (in $000s except percentages):
Previous 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):
Current wording
The following table provides information with respect to our research and development expenditures, now discontinued operations, for the three months ended March 31, 2026 and March 31, 2025 (in $000s except percentages):
Previous 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.
Current wording
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 during the prior year.
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 nine months ended September 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, 2025 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 three months ended March 31, 2026.