Bio Green Med Solution, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 24, 2025

To Our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Cyclacel Pharmaceuticals, Inc. (the “Company”) to be held at 10:00 a.m., E.D.T., on June 30, 2025. We have decided to hold this year’s annual meeting via live audio webcast on the internet (the “Meeting”). We believe hosting a virtual annual meeting enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our stockholders, and reduces the cost and environmental impact of our annual meeting. You will be able to attend the annual meeting, vote and submit your questions during the annual meeting by visiting www.proxyvote.com. You will not be able to attend the annual meeting in person.

The attached Notice of Annual Meeting and proxy statement describe the business we will conduct at the annual meeting and provide information about us that the holders of our common stock (the “Common Stock”) should consider when voting.

At the annual meeting, we will ask our holders of Common Stock to:

In addition, our holders of Common Stock shall consider and act upon such other business and matters as may properly come before the Meeting or any adjournments thereof. The Board of Directors recommends the approval of each of these proposals.

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about May 16, 2025, we will commence mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2025 Annual Meeting of Stockholders and our 2024 annual report to stockholders. The Notice also provides instructions on how to vote online or by telephone, how to access the virtual annual meeting and how to receive a paper copy of the proxy materials by mail.

We hope you will be able to attend the annual meeting. Whether you plan to attend the annual meeting or not, it is important that you cast your vote either at the meeting or by proxy. You may vote over the Internet as well as by telephone or by mail. Therefore, when you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the annual meeting, whether or not you can attend.

Thank you for your ongoing support of Cyclacel Pharmaceuticals, Inc. We look forward to seeing you at the annual meeting.

Sincerely,

/s/ Datuk Dr. Doris Wong

Datuk Dr. Doris Wong

Chief Executive Officer and Executive Director

April 24, 2025

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

In addition, our holders of Common Stock shall consider and act upon such other business and matters as may properly come before the Meeting or any adjournments thereof. The Board of Directors recommends the approval of each of these proposals.

WHO MAY VOTE?

You may vote if you were the record holder of our Common Stock at the close of business on May 1, 2025. A list of stockholders of record will be available at the annual meeting and during the ten days prior to the annual meeting at the office of our Secretary at the above address.

All stockholders are cordially invited to attend the annual meeting.Whether you plan to attend the annual meeting or not, we urge you to vote by following the instructions in the Notice of Internet Availability of Proxy Materials that you previously received and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the meeting. If you participate in and vote your shares at the annual meeting, your proxy will not be used.

By order of the Board of Directors

/s/ Kiu Cu Seng

Kiu Cu Seng, Secretary

TABLE OF CONTENTS

PROXY STATEMENT FOR CYCLACEL PHARMACEUTICALS, INC.

2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 30, 2025

This proxy statement, along with the accompanying notice of the 2025 Annual Meeting of stockholders, contains information about the 2025 Annual Meeting of stockholders of Cyclacel Pharmaceuticals, Inc., including any adjournments or postponements of the annual meeting. This year’s annual meeting will be held via live audio webcast on the internet. You will be able to participate, vote and submit your questions during the annual meeting by visiting www.proxyvote.com. You will not be able to attend the annual meeting physically.

In this proxy statement, we refer to Cyclacel Pharmaceuticals, Inc. as “Cyclacel,” “the Company,” “we” and “us.”

This proxy statement relates to the solicitation of proxies by our Board of Directors for use at the annual meeting.

On or about May 16, 2025, we intend to begin sending to our stockholders the Important Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy statement for our 2025 Annual Meeting of stockholders and our 2024 annual report to stockholders.

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