Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including, without limitation, Management's Discussion and Analysis of Financial Condition and Results of Operations, contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We intend that the forward-looking statements be covered by the safe harbor for forward-looking statements in the Exchange Act. The forward-looking information is based on various factors and was derived using numerous assumptions. All statements, other than statements of historical fact, that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are usually accompanied by words such as "believe," "anticipate," "plan," "seek," "expect," "intend" and similar expressions.

Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ materially from those anticipated in the forward-looking statements due to a number of factors, including those set forth in Part I, Item 1A, entitled "Risk Factors," of our Annual Report on Form 10-K for the year ended December 31, 2025, as updated and supplemented by Part II, Item 1A, entitled "Risk Factors," of our Quarterly Reports on Form 10-Q, and elsewhere in this report. These factors as well as other cautionary statements made in this Quarterly Report on Form 10-Q, should be read and understood as being applicable to all related forward-looking statements wherever they appear herein. The forward-looking statements contained in this Quarterly Report on Form 10-Q represent our judgment as of the date hereof. We encourage you to read those descriptions carefully. We caution you not to place undue reliance on the forward-looking statements contained in this report. These statements, like all statements in this report, speak only as of the date of this report (unless an earlier date is indicated) and we undertake no obligation to update or revise the statements except as required by law. Such forward-looking statements are not guarantees of future performance and actual results will likely differ, perhaps materially, from those suggested by such forward-looking statements. In this report, "BGMS," the "Company," "we," "us," and "our" refer to Bio Green Med Solution, Inc.

Overview

We are a diversified company that was formerly engaged in the biopharmaceutical industry. However, as of September 2025, we shifted our operations to focus on provision of fire safety protection and distribution activities. Specifically, on September 12, 2025, we completed our acquisition of Fitters Sdn. Bhd., a Malaysia-based group specializing in fire protection products and services. Headquartered in Malaysia, we are now focused on advancing opportunities across these distinct sectors whilst maintaining our commitment to driving long-term value creation for our stockholders. From the time of acquisition, substantially all of our efforts have been focused on the supply and trading of protective and fire safety equipment providing a wide range of fire safety products, including fire extinguishers, foam systems, fire-resistant doors, personal protective equipment, and fire safety apparel. Our mission is to deliver high-quality, certified safety solutions that enhance protection across commercial, industrial, healthcare, and residential sectors with a focus on trading and distribution to position us as a key player in Malaysia's fire safety market, with a reputation for reliability and compliance with stringent regulatory standards.

On January 24, 2025, our former wholly owned United Kingdom subsidiary, Cyclacel Limited, entered into a creditors voluntary liquidation. Upon the commencement of the liquidation of Cyclacel Limited, we lost operational and strategic control over Cyclacel Limited and the financial results of Cyclacel Limited have been deconsolidated from the Company as of January 24, 2025. The deconsolidation of the subsidiary resulted in a gain on deconsolidation of approximately $5.0 million shown as a component of discontinued operations within the income statement for the period.

On June 4, 2026, we entered into a Business Combination Agreement ("BCA") to acquire Future NRG Sdn. Bhd. ("FNRG") in a share exchange. Upon the closing of the transaction, the former owners of FNRG will own more than 99% of our outstanding common stock. We expect to account for this transaction as a reverse acquisition upon closing. The BCA contains certain termination rights for each party. In the event the Exchange is not closed by December 31, 2026, either party may terminate the BCA and the transactions contemplated thereunder.

Going Concern

We have cash and cash equivalents of $3.5 million as of September 30, 2026, which will allow us to meet our liquidity requirements into the second quarter of 2027. However, there remains substantial doubt about our ability to continue as a going concern. We are currently investigating ways to raise additional capital through private equity financing or by entering into a strategic transaction. In the event that we are not able to secure funding, we may be forced to curtail operations, delay or stop ongoing development activities, cease operations altogether, and/or file for bankruptcy.

There is substantial doubt that we can continue as an on-going business for the next twelve months. Although we expect our recently acquired subsidiary, Fitters Sdn. Bhd., to be profitable in the near term, it is yet to be determined if any future profits from this division can sustain the entire group. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our business plan.

As a result of the current economic environment, characterized by a global growth slowdown, and our lack of funding to implement our business plan, our Board of Directors has begun to analyze strategic alternatives available to the Company to continue as a going concern. Such alternatives include raising additional debt or equity financing or consummating a merger or acquisition with a partner that may involve a change in our business plan.

Although our Board of Directors' preference would be to obtain additional funding to implement our business plan, the Board believes that it must consider all viable strategic alternatives that are in the best interests of our shareholders. Such strategic alternatives include a merger, acquisition, share exchange, asset purchase, or similar transaction. We believe we would be an attractive candidate for such a business combination due to the perceived benefits of being a publicly listed company, thereby providing a transaction partner access to the public marketplace to raise capital.

Liquidity and Capital Resources

The following is a summary of our key liquidity measures as of September 30, 2026 and September 30, 2025 (in $000s):

		September 30,
		2026				2025
Cash and cash equivalents		$	3,454			$	3,838
Working capital:
Current assets		$	5,577			$	6,444
Current liabilities			(815	)			(1,002	)
Total working capital		$	4,762			$	5,442

Since our inception, we have relied primarily on the proceeds from sales of common and preferred equity securities to finance our operations and internal growth. Additional funding has come through research and development tax credits, government grants, the sale of product rights, interest on investments and licensing revenue. We have incurred significant losses since our inception. As of September 30, 2026, we had an accumulated deficit of $455.5 million.

Cash Flows

Cash from operating, investing and financing activities for the nine months ended September 30, 2026 and September 30, 2025 is summarized as follows (in $000s):

		Nine Months Ended September 30,
		2026				2025
Net cash used in operating activities		$	(917	)		$	(4,737	)
Net cash used in investing activities			(1	)			-
Net cash provided by financing activities			858				5,523

Operating activities

Net cash used in operating activities decreased by $3.8 million, from $4.7 million for the nine months ended September 30, 2025 to $0.9 million for the nine months ended September 30, 2026. The decrease in cash used by operating activities was primarily due to changes in working capital of $4.1 million following the acquisition of Fitters Sdn. Bhd. in September 2025 and lower year-over-year net losses of $1.4 million; offset by lower year-over-year stock compensation expense of $1.7 million.

Investing activities

Net cash used in investing activities was $1,000 for the nine months ended September 30, 2026 and $0 for the nine months ended September 30, 2025. Capital expenditure for the nine months ended September 30, 2026 was related to computer equipment.

Financing activities

Net cash provided by financing activities was $0.9 million for the nine months ended September 30, 2026 as a direct result of receiving $0.8 million, net of expenses, from the issuance of a Securities Purchase Agreement in a private placement, and the adjustment to issuance costs of $0.1 million under a warrant exchange agreement, as amended and offset by a dividend payment of approximately $61,000 to the holders of our 6% Preferred Stock.

Net cash provided by financing activities was $5.5 million for the nine months ended September 30, 2025 as a direct result of receiving approximately $6.6 million, net of expenses, from the issuance of preferred stock under Securities Purchase Agreements following a change of control of the Company. This was offset by a payment of $1.1 million under the November 2024 Warrant Exchange Agreement, as amended.

Funding Requirements and Going Concern

We do not currently have sufficient funds to sustain our operations to one year after the date that the financial statements are issued. Current business and capital market risks could have a detrimental effect on the availability of sources of funding and our ability to access them in the future.

Until we can generate a sufficient amount of product revenue to finance our cash requirements, which we may never do, we expect to finance future cash needs primarily through public or private equity offerings, debt financings or strategic collaborations. Although we are not reliant on institutional credit finance and therefore not subject to debt covenant compliance requirements or potential withdrawal of credit by banks, we are reliant on the availability of funds and activity in equity markets. We do not know whether additional funding will be available on acceptable terms, or at all.

As discussed in Note 2 of the Notes to the Consolidated Financial Statements accompanying this Quarterly Report on Form 10-Q, under ASC Topic 205-40, Presentation of Financial Statements - Going Concern, management is required at each reporting period to evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about an entity's ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management's plans that have not been fully implemented as of the date the financial statements are issued.

Our history of losses, our negative cash flows from operations, our liquidity resources currently on hand, and our dependence on the ability to obtain additional financing to fund our operations after the current resources are exhausted, about which there can be no certainty, have resulted in our assessment that there is substantial doubt about our ability to continue as a going concern for a period of at least twelve months from the issuance date of this Quarterly Report on Form 10-Q. We are currently investigating ways to raise additional capital through private equity financing or by entering into a strategic transaction. In the event that we are not able to secure funding, we may be forced to curtail operations, delay or stop ongoing development activities, cease operations altogether, and/or file for bankruptcy. In such event, our stockholders may lose their entire investment in our company.

Results of Operations

Three and Nine Months Ended September 30, 2026 and 2025

Revenues

We recognized $0.5 million and $0.1 million of revenue for the three months ended September 30, 2026 and 2025, respectively and $1.6 million and $0.1 million of revenue for the nine months ended September 30, 2026 and 2025, respectively. Revenue recognized relate to product revenues from sales of fire safety equipment and services within our wholly-owned Malaysian-based subsidiary, Fitters Sdn. Bhd. which was acquired in September 2025.

		Three Months Ended																Nine Months Ended
		September 30,								Difference								September 30,								Difference
		2026				2025				$				%				2026				2025				$				%
Product sales - fire safety		$	454			$	81			$	373				460			$	1,567			$	81			$	1,486				1,835
Total revenue		$	454			$	81			$	373				460			$	1,567			$	81			$	1,486				1,835

We expect our revenues in fire safety in general to grow modestly in the near term, but expect more elevated growth in revenues for fire safety equipment in future years, to service the rapid expansion of data centers in Southern Malaysia.

Cost of sales

We recognized $0.4 million and $0.1 million cost of sales for the three months ended September 30, 2026 and 2025, respectively and $1.2 million and $0.1 million for the nine months ended September 30, 2026 and 2025 respectively. This cost of sales is related to product revenue generated by Fitters Sdn. Bhd.

		Three Months Ended																Nine Months Ended
		September 30,								Difference								September 30,								Difference
		2026				2025				$				%				2026				2025				$				%
Cost of sales		$	339			$	64			$	275				430			$	1,230			$	64			$	1,166				1,822
Total cost of sales		$	339			$	64			$	275				430			$	1,230			$	64			$	1,166				1,822

Total cost of sales represented 35% and 6% of our operating expenses for the three months ended September 30, 2026 and 2025, respectively, and 45% and 1% of our operating expenses for the nine months ended September 30, 2026 and 2025, respectively. Our gross margins were approximately 25% and 21% of gross revenues for the three months ended September 30, 2026 and 2025, respectively, and approximately 22% and 21% of gross revenues for the nine months ended September 30, 2026 and 2025, respectively. We do not expect the product mix or margins to change significantly in the near term. We are, however, susceptible to potential increased costs brought about by geo-political events such as adverse movements in world oil prices.

General and Administrative Expenses

General and administrative expenses include costs for administrative personnel, legal and other professional expenses and general corporate expenses. The following table summarizes the general and administrative expenses for the three and nine months ended September 30, 2026 and 2025 (in $000s except percentages):

		Three Months Ended																Nine Months Ended
		September 30,								Difference								September 30,								Difference
		2026				2025				$				%				2026				2025				$				%
General and administrative expenses		$	635			$	1,004			$	(369	)			(37	)		$	1,521			$	6,467			$	(4,946	)			(76	)
Total general and administrative expenses		$	635			$	1,004			$	(369	)			(37	)		$	1,521			$	6,467			$	(4,946	)			(76	)

Total general and administrative expenses represented 65% and 94% of our operating expenses for the three months ended September 30, 2026 and 2025, respectively 55% and 99% of our operating expenses for the nine months ended September 30, 2026 and 2025, respectively.

General and administrative expenses decreased by approximately $4.9 million from $6.5 million for the nine months ended September 30, 2025 to $1.5 million for the nine months ended September 30, 2026, due to several one-time costs associated with the two changes of control of the Company; primarily stock compensation expense of $1.6 million, D&O insurance costs of $0.9 million, compensation expense of $1.3 million, legal and professional costs of $1.5 million, and offset by general and administrative costs of $0.4 million associated with our Fitters subsidiary.

The future

We expect general and administrative expenditures for the year ended December 31, 2026 to be significantly lower than our expenditures for the year ended December 31, 2025, due to the various non-recurring one-time costs associated with the two changes of control of the Company during the prior year.

Other (expense) income, net

The following table summarizes other (expense) income, net for the three and nine months ended September 30, 2026 and 2025 (in $000 except percentages):

		Three Months Ended																Nine Months Ended
		September 30,								Difference								September 30,								Difference
		2026				2025				$				%				2026				2025				$				%
Foreign exchange gains (losses)		$	(3	)		$	(14	)		$	11				(79	)		$	18			$	(25	)			43			$	(172	)
Interest income			44				9				35				389				62				17				45				265
Other income, net			33			$	9				24				267				95				21				74				352
Total other income, net		$	74			$	4			$	70				1,750			$	175			$	13			$	162				1,246

Total other income increased by $70,000 from $4,000 for the three months ended September 30, 2025 to $74,000 for the three months ended September 30, 2026, and increased by $162,000 from $13,000 for the nine months ended September 30, 2025 to $175,000 for the nine months ended September 30, 2026.

Foreign exchange gains (losses)

Foreign exchange losses decreased by $11,000, from a loss of $14,000 for the three months ended September 30, 2025, to a loss of $3,000 for the three months ended September 30, 2026, and increased by $43,000, from a loss of $25,000 for the nine months ended September 30, 2025, to a gain of $18,000 for the nine months ended September 30, 2026.

The future

Other income (expense), net for the year ended December 31, 2026, will continue to be impacted by changes in the receipt of income under a December 2005 Asset Purchase Agreement, or APA, whereby Xcyte Therapies, Inc., or Xcyte (a business acquired by us in March 2006) sold certain assets and intellectual property to ThermoFisher Scientific Company, or TSC (formerly Invitrogen Corporation) through the APA and other related agreements. As we are not in control of sales made by TSC, we are unable to estimate the level and timing of income under the APA, if any.

Income Tax Charge

The following table summarizes total income tax provision for the three and nine months ended September 30, 2026 and 2025 (in $000s except percentages):

		Three Months Ended																Nine Months Ended
		September 30,								Difference								September 30,								Difference
		2026				2025				$				%				2026				2025				$				%
Income tax provision		$	(3	)		$	-			$	(3	)			(100	)		$	(42	)		$	(2	)		$	(40	)			(2,000	)
Total income tax provision		$	(3	)		$	-			$	(3	)			(100	)		$	(42	)		$	(2	)		$	(40	)			(2,000	)

Provision for income taxes is estimated and recorded as part of the consolidated statements of operations. Due to our history of losses, we set 100% allowances for all deferred income tax. Accordingly, we reported approximately $42,000 income tax provision for the nine months ended September 30, 2026, and approximately $2,000 income tax provision during the nine months ended September 30, 2025, with the increase attributable wholly to increased revenues.

Discontinued Operations

Following the liquidation of our former subsidiary Cyclacel Limited in January 2025 and the subsequent sale of our remaining research and development asset Plogosertib in October 2025, we no longer undertake any research and development related operations.

The following table provides information with respect to our research and development expenditures, presented as part of discontinued operations, for the three and nine months ended September 30, 2026 and September 30, 2025 (in $000s except percentages):

		Three Months Ended																Nine Months Ended
		September 30,								Difference								September 30,								Difference
		2026				2025				$				%				2026				2025				$				%
Transcriptional regulation (fadraciclib)		$	-			$	-			$	-				-			$	-			$	389			$	(389	)			(100	)
Anti-mitotic (plogosertib)			-				-				-				-				-				423				(423	)			(100	)
Other research and development expenses			-			$	5				(5	)			(100	)			-			$	83				(83	)			(100	)
Total research and development expenses		$	-			$	5			$	(5	)			(100	)		$	-			$	895			$	(895	)			(100	)

The following table provides information with respect to net other income from discontinued operations, for the three and nine months ended September 30, 2026 and September 30, 2025 (in $000s except percentages):

		Three Months Ended																Nine Months Ended
		September 30,								Difference								September 30,								Difference
		2026				2025				$				%				2026				2025				$				%
Gain on deconsolidation of subsidiary		$	-			$	-			$	-				-			$	-			$	4,947			$	4,947				(100	)
Total other income, net from discontinued operations		$	-			$	-			$	-				-			$	-			$	4,947			$	4,947				(100	)

The liquidation of our formerly wholly owned subsidiary and the subsequent deconsolidation thereof in January 2025 resulted in a $4.9 million gain on deconsolidation during the prior year.

Critical Accounting Policies and Estimates

Our critical accounting policies are those policies which require the most significant judgments and estimates in the preparation of our consolidated financial statements. We evaluate our estimates, judgments, and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. A summary of our critical accounting policies is presented in Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 2 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. We have made the following change to our critical accounting policies during the nine months ended September 30, 2026:

Goodwill Impairment Assessment

Goodwill represents the excess of the consideration transferred over the estimated fair value of identifiable net assets acquired. Goodwill was entirely generated by our acquisition of Fitters Sdn Bhd ("Fitters"). We have just one operating segment and a single reporting unit. The goodwill generated from the Fitters acquisition was assigned to our single reporting unit.

We test goodwill for impairment at least annually. We will perform more frequently interim testing if events or changes in circumstances indicate that the goodwill might be impaired. We have elected to test goodwill on July 1 of each year and our most recent goodwill impairment test was performed on July 1, 2026.

Methodology and Key Assumptions

The first step in testing goodwill for impairment is to compare the fair value of our single reporting unit with its carrying value as of the testing date. We estimate the fair value of our single reporting unit primarily using a market-based approach. Because our single reporting unit represents the entirety of our operations, its fair value is derived from the market capitalization of the Company's actively traded common stock on the Nasdaq market, adjusted for an estimated control premium that we believe a market participant would pay to acquire control over the Company. The carrying value of the reporting unit equals the consolidated shareholders' equity of the Company under U.S. generally accepted accounting principles.

The determination of fair value involves significant judgment and estimation uncertainty. The key assumptions subject to significant change include:

● Closing Market Price: The quoted market price of our common stock on the measurement date. We have elected to use the closing price published by Nasdaq as of the testing date.

● Control Premium: The estimated premium (15% as of July 1, 2026) added to our market capitalization to reflect market participant assumptions regarding control value.

Annual Test and Sensitivity Analysis

During the third quarter of 2026, we completed our annual goodwill impairment test as of July 1, 2026. Based on this quantitative assessment, we determined that the estimated fair value of the reporting unit exceeded its carrying amount. Consequently, no goodwill impairment was recorded.

However, the margin of safety ("cushion") between the estimated fair value and carrying value of the reporting unit was narrow. As of July 1, 2026, the estimated fair value exceeded the carrying value by approximately $1.2 million. Slight declines in our common stock price or a reduction in the assumed control premium assumption as of the testing date could have eliminated this cushion and resulted in a goodwill impairment charge. For example, holding all other factors constant, eliminating the control premium altogether would have reduced the cushion to approximately $125,000.

Subsequent Events and Interim Impairment Test Plan

Subsequent to July 1, 2026, market volatility and changes in our stock price further reduced the estimated fair value of the reporting unit. As of September 30, 2026, the estimated cushion between the reporting unit's fair value and carrying amount decreased to less than $100,000.

Due to the small cushion remaining at the end of the reporting period and the heightened sensitivity of the valuation to market price fluctuations, the Company plans to perform an interim quantitative goodwill impairment test during the fourth quarter of 2026. If the market price of our common stock experiences additional weakness or if our estimated control premium declines, it is reasonably likely that a material non-cash goodwill impairment charge will be recorded in the fourth quarter of 2026.