aibioCyclacel (now Bio Green Med Solution) swaps Series C warrants for 559,395 shares
Tickers BGMS
Cyclacel Pharmaceuticals, now Bio Green Med Solution, agreed to exchange Series C warrants for 559,395 new common shares. The 8-K gives no exercise price and describes no cash payment.
Key facts
- Company
- Bio Green Med Solution, Inc. (NASDAQ: BGMS)
- News type
- Financings
- Primary source
- Bio Green Med Solution, Inc. 8-K (2025-09-04)
The exchange
Cyclacel Pharmaceuticals, Inc., which the filing lists under the Nasdaq symbols CYCC and CYCCP, said in a Form 8-K dated September 4, 2025 that it had signed a Warrant Exchange Agreement the same day with certain accredited investors. The investors hold existing Series C common stock purchase warrants for an aggregate 559,395 shares of common stock. Under the agreement, the company will exchange those warrants for 559,395 new shares of common stock. The warrants were originally issued under a securities purchase agreement dated as of June 20, 2025.
The 8-K states the exchange terms in one sentence. It gives no exercise price for the warrants, no value for the new shares, and no closing date. It describes no cash payment, and it does not name the investors. The new shares will be issued without registration under the Securities Act of 1933, relying on the exemption in Section 3(a)(9). The form of exchange agreement is filed as Exhibit 10.1. The filing is signed by Datuk Dr. Doris Wong Sing Ee, Chief Executive Officer and Executive Director.
The 8-K names no placement agent or other advisor, and it names no counsel. It also gives no count of common shares outstanding before or after the exchange, so the dilution cannot be measured from the filing alone.
How the company got here
The annual report for 2024, filed April 2, 2025, sets out the background. 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 operating costs, including the liquidation of the company's United Kingdom subsidiary, Cyclacel Limited.
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 per share, for aggregate gross proceeds of $3.1 million. The annual report says the proceeds will settle outstanding liabilities and fund general corporate and operating purposes. It does not give the size of those liabilities.
The subsidiary's creditors' voluntary liquidation was announced in the London Gazette on January 31, 2025. On March 10, 2025 the company signed an agreement to transfer certain assets related to plogo to Cyclacel Limited and the joint liquidator. The fadraciclib program, the subsidiary's other drug candidate, is being marketed for sale by the joint liquidator through Hilco Appraisals Limited, and the annual report says it will no longer be among the company's assets. The company expects the deconsolidation of the subsidiary to increase stockholders' equity by approximately $5.0 million, to be reported in its quarterly report for the three months ended March 31, 2025.
What is left and what it can show
The company calls itself a clinical-stage biopharmaceutical company developing cancer medicines. After the restructuring it has one lead program, plogosertib, or plogo, an oral PLK1 inhibitor. The annual report lists plogo in solid tumors across several cohorts and a basket cohort, in a program it describes as Phase 1/2 to achieve proof of concept. A footnote says the study will resume recruitment after a new oral formulation is introduced, which means recruitment is paused.
The efficacy the company cites is preclinical. The annual report gives a PLK1 IC50 of approximately 3 nM and says plogo showed impressive efficacy in human tumor xenografts at non-toxic doses. Those are preclinical results, not clinical ones. The company says its business objective is to enter selective partnership arrangements for its programs while keeping the commercialization rights it holds.
The exchange turns warrants into common stock, and the 8-K shows no cash changing hands. A reader cannot tell from the filing how much the exchange adds to the share count, because neither the exercise price nor the number of shares outstanding is stated. The 8-K also does not state the company's cash position.