Bio Green Med sells 1,103,338 shares to foreign investors for $794,403

Bio Green Med Solution, Inc. (Nasdaq: BGMS) disclosed in a Form 8-K dated June 10, 2026 that it sold 1,103,338 shares of common stock to certain foreign accredited investors at $0.72 per share. The aggregate gross proceeds were $794,403. The filing says the closing took place on June 10, 2026.

The filing names no underwriter, placement agent or financial advisor for the sale. It also does not name the investors. The filing is signed by Datuk Dr. Doris Wong Sing Ee, Chief Executive Officer and Executive Director.

The terms

The filing gives June 10, 2025 as the date of the securities purchase agreement and says the closing occurred on June 10, 2026. The company says it will use the proceeds for general corporate and operating purposes.

At the same time, the company entered into a registration rights agreement with the investors covering the resale of the shares. The company must keep the resale registration statement continuously effective until all registrable securities have been sold, or sold under Rule 144, or otherwise cease to be registrable. The company will pay the registration expenses.

The exemption

The shares were sold without registration under the Securities Act of 1933, in reliance on Regulation S. That exemption covers offers and sales made outside the United States that are not made to U.S. persons or for their account or benefit. The filing lists the purchase agreement and the registration rights agreement as Exhibits 10.1 and 10.2.

The company omitted schedules and exhibits to the purchase agreement under Item 601(a)(5) of Regulation S-K. It said it will provide copies to the SEC on request. Certain personal information was omitted under Item 601(a)(6).

Background on the company

Bio Green Med Solution is a Delaware corporation headquartered in Kuala Lumpur, Malaysia. It was formerly known as Cyclacel Pharmaceuticals, Inc. Its annual report for 2025, filed March 30, 2026, describes a company that has shifted from clinical research to fire safety protection and distribution. When the investor who bought the Series C and Series D shares in early 2025 exercised conversion rights at closing, the Series C shares converted into 11,042 shares of common stock and the Series D shares into 799,911 shares, giving the investor 810,952 shares of common stock. The company later effected two reverse stock splits, of one-for-sixteen and one-for-fifteen, and the annual report adjusts all share data for them. The company's clinical research programs once ran through Cyclacel Limited, which entered a creditors' voluntary liquidation announced on January 31, 2025.

The company also entered into an exchange agreement with FITTERS Diversified Berhad (9318.KL), which the annual report dates to May 6, 2025, as amended on July 7, 2025.

Financial position

The annual report shows revenue of $0 for 2025, compared with $43,000 for 2024. Research and development expense was $848,000 for 2025 and $6.7 million for 2024. Net loss was $3.0 million for 2025 and $11.2 million for 2024. Cash from operations was negative $4.8 million for 2025 and negative $8.0 million for 2024. Year-end cash and cash equivalents were $3.1 million for 2024.

Small money, large burn

The $794,403 raise is small beside the company's spending: cash from operations was negative $4.8 million for 2025 and negative $8.0 million for 2024, and year-end 2024 cash was $3.1 million. The shares were sold at $0.72 to unnamed foreign investors, and the new shares add to the share count and dilute current holders. The resale registration statement is one still to be filed with the SEC, not one already effective, and the company must keep it effective once filed. The filing describes no further sales under the purchase agreement and says only that proceeds go to general corporate and operating purposes.

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