Bio Green Med Solution preferred stock falls short of Nasdaq $1 million value rule

The letter

Bio Green Med Solution, Inc., formerly Cyclacel Pharmaceuticals, Inc., said in a Form 8-K signed September 16, 2025 that it received a letter from Nasdaq's listing qualifications staff on September 11, 2025. The letter concerns the company's 6% Convertible Exchangeable Preferred Stock, which trades on the Nasdaq Capital Market under the symbol BGMSP. The staff said the preferred stock no longer meets Nasdaq Listing Rule 5460(a)(2), which requires a minimum Market Value of Publicly Held Shares of $1 million. The staff also said the preferred had failed that test for the prior 30 consecutive business days.

Under Nasdaq Listing Rule 5810(c)(3)(D), the company has 180 calendar days, or until March 10, 2026, to regain compliance. The preferred stock keeps trading on the Nasdaq Capital Market during that period. To regain compliance, the market value of the preferred must equal or exceed $1 million, based on closing bid price, for at least 10 consecutive business days. If it does not regain compliance by March 10, 2026, the staff will notify the company that the preferred will be delisted. The company could then appeal that decision to a Nasdaq hearings panel.

The notice does not affect the common stock, which trades as BGMS. The letter concerns the preferred only.

What the company says it will do

The company says it intends to evaluate and monitor the market value of the preferred until March 10, 2026. It says it will consider various options if the preferred does not trade at a level likely to regain compliance. The 8-K names none of those options. It also gives no reason for the preferred's decline, no number of preferred shares outstanding, no price, and no total market value of the publicly held shares. Without those figures, a reader cannot tell how far the preferred is from the $1 million threshold.

The company behind the preferred

The annual report for 2024, filed April 2, 2025, describes a company in restructuring. In December 2024 the company said it was exploring strategic alternatives on an expedited basis to preserve cash, including a potential transaction with investor David Lazar of Activist Investing, LLC. The board directed management to cut costs, including the liquidation of the United Kingdom subsidiary Cyclacel Limited, which the annual report says was announced in the London Gazette on January 31, 2025.

On January 2, 2025 the company agreed to issue Lazar 1,000,000 shares of Series C Convertible Preferred Stock and 2,100,000 shares of Series D Convertible Preferred Stock at $1.00 a share, for aggregate gross proceeds of $3.1 million. The annual report says those proceeds will settle outstanding liabilities and fund general corporate and operating purposes. The annual report does not say how the 6% preferred stock relates to the Series C and Series D shares sold to Lazar, and the 8-K does not say either.

The annual report also expects the deconsolidation of the liquidated subsidiary to increase stockholders' equity by approximately $5.0 million. It gives no equity figure for the 6% preferred.

The pipeline left behind

According to the annual report, the company decided to focus on plogosertib, or plogo, an oral PLK1 inhibitor, and to stop pursuing the subsidiary's other program. Plogo is listed in solid tumors across several cohorts and a basket cohort, as a Phase 1/2 study to achieve proof of concept. A footnote says recruitment will resume after a new oral formulation is introduced, so recruitment is paused. The efficacy claims in the annual report are preclinical, including a PLK1 IC50 of approximately 3 nM and effects in human tumor xenografts.

The company names no plan for the preferred, and the deadline is set by Nasdaq rather than by any step the company has announced. The 8-K does not say what the company would do if the preferred is delisted.

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