Bio Green Med Solution, Inc. filed a quarterly report on Form 10-Q for the period ended September 30, 2026, with the SEC on November 12, 2026, disclosing a pending business combination with Malaysia-based Future NRG Sdn. Bhd. and reporting 6,622,794 shares of common stock outstanding as of November 11, 2026.

Key Highlights

  • Pending Business Combination: On June 4, 2026, the company entered into a Business Combination Agreement with Future NRG Sdn. Bhd., under which FNRG shareholders would own approximately more than 99% of the combined company upon closing.
  • Termination Deadline: Either party may terminate the Business Combination Agreement if the exchange has not closed by December 31, 2026, according to the filing.
  • Securities Purchase: On June 10, 2026, the company agreed to sell 1,103,338 shares of common stock to certain foreign accredited investors at $0.72 per share for aggregate gross proceeds of $794,403.
  • Shares Outstanding: As of November 11, 2026, there were 6,622,794 shares of common stock outstanding.
  • Subsidiary Deconsolidation: Cyclacel Limited, formerly a wholly owned subsidiary, commenced creditors voluntary liquidation on January 31, 2025; upon deconsolidation, stockholders' equity increased by approximately $5.0 million.
  • Former Name: The registrant was formerly known as Cyclacel Pharmaceuticals, Inc., as disclosed on the cover page.

Bio Green Med Solution Discloses FNRG Combination and Capital Activity in Q3 2026 Filing

Bio Green Med Solution, Inc. (NASDAQ:BGMS), formerly Cyclacel Pharmaceuticals, Inc., filed its quarterly report for the period ended September 30, 2026. The filing describes the company as a Delaware corporation headquartered at Level 10, Tower 11, Avenue 5, No. 8 Jalan Kerinchi, Kuala Lumpur, Malaysia 59200. The registrant is classified as a non-accelerated filer and a smaller reporting company, and indicated it is not a shell company.

The most significant development disclosed in the filing is the Business Combination Agreement signed on June 4, 2026, with Future NRG Sdn. Bhd., a Malaysia private limited company, and FNRG's shareholders. According to the filing, upon closing, FNRG shareholders would own "approximately more than 99%" of the combined company, while pre-exchange company stockholders would own "approximately less than 1%." Upon consummation, the Board is expected to consist of five members, with four designated by the company and one, Mr. Pun Kah Weng, designated by FNRG. The filing notes that Mr. Kiu Cu Seng would not continue as a Board member following the transaction.

The filing also details earlier capital transactions. On June 10, 2026, the company entered into a Securities Purchase Agreement with certain foreign accredited investors for 1,103,338 shares at $0.72 per share, generating aggregate gross proceeds of $794,403. Separately, the filing recounts that in January 2025, investor David E. Lazar purchased preferred stock for aggregate gross proceeds of $3.1 million, proceeds from which were used to settle outstanding liabilities. On February 26, 2025, Datuk Dr. Doris Wong Sing Ee purchased preferred shares from Lazar, acquiring 70% of the fully diluted issued and outstanding shares, and subsequently converted those preferred shares into 810,952 shares of common stock. The deconsolidation of Cyclacel Limited, effective January 24, 2025, resulted in stockholders' equity increasing by approximately $5.0 million, the company disclosed.

What Was Disclosed

Bio Green Med Solution filed a 10-Q covering the quarter ended September 30, 2026, disclosing a pending business combination with Future NRG Sdn. Bhd., a June 2026 stock sale generating $794,403 in gross proceeds, and 6,622,794 shares outstanding as of November 11, 2026.