Bio Green Med Solution, Inc.

Bio Green Med Solution, Inc. operates in the fire safety and protection industry in Malaysia through its wholly owned subsidiary Fitters Sdn. Bhd., a business that has been established since 1982 ¹. The Malaysian fire safety equipment market is valued at USD 1.1 billion ², and the fire safety segment in Malaysia is experiencing solid growth with a projected compound annual growth rate of approximately 7% to 8% through 2030 ³. The global fire protection system market is valued at approximately USD 85.06 billion to USD 86.46 billion in 2025 ⁴ and is projected to reach between USD 93.83 billion and USD 134.37 billion by 2030 ⁵, growing at a CAGR of 6.6% to 9.4% ⁶. The Malaysian economy expanded by 4.9% for the full year 2025 ⁷, with the construction sector growing by 11.9% ⁸ and total trade hitting a historic high of RM3.1 trillion ⁹. The Malaysia passive fire protection market generated approximately USD 48.76 million in 2025 ¹⁰ and is expected to reach USD 62.8 million by 2033 ¹¹, growing at a CAGR of 3.3% ¹².

The company faces competition from local distributors of BOMBA-certified fire equipment and SIRIM/DOSH-certified PPE, international brands such as 3M, Dupont and Daletec ¹³, and e-commerce rivals on platforms like Shopee ¹⁴. The company's competitive strengths include an established industry presence since 1982 ¹⁵, certified product offerings approved by BOMBA and certified by SIRIM ¹⁶, a broad distribution network using e-commerce platforms and partnerships with wholesalers and authorized distributors ¹⁷, strategic supplier relationships including a synergistic agreement with CHEMGUARD (USA) to operate its sole foam blending facility for supply to the entire Southeast Asia region ¹⁸, and a customer-centric approach. The company's top four customers collectively accounted for 55% of total sales ¹⁹, with individual contributions of approximately 36%, 7%, 6%, and 6% ²⁰.

The company generates revenue primarily from the sale and distribution of fire safety materials, equipment and fire prevention systems, including fire extinguishers, foam systems, fire-resistant doors, personal protective equipment, and fire safety apparel. Revenue is recognized at a point in time when control of the products transfers to the customer, generally upon delivery. The company serves a diverse customer base including commercial and industrial clients, government agencies, and retail consumers. For the year ended December 31, 2025, the company recognized $0.7 million ²¹ of revenue from the provision of fire safety and protection equipment, compared to $43,000 ²² in 2024 from clinical trial supply related to the legacy pharmaceutical business. The company's gross margins across all revenue streams approximate to 19% of gross revenues ²³, with around 80% of gross margins generated from low margin product sales and the remaining 20% generated from higher margin maintenance and service revenues ²⁴.

The company provides a wide range of fire safety products across several categories. Fire Safety Equipment includes fire extinguishers such as the FITTERS FIRE-X designed for home and vehicle use, foam systems, fire sprinkler systems, CO2 systems, fire alarm systems, and wet chemical systems/kitchen hoods. All products are approved by BOMBA and certified by SIRIM ²⁵. The PYRODOR Fire Door product line supplies fire-resistant doors offering one-hour and two-hour fire resistance ²⁶, along with components like PYROFRAME and PYROBOARD, tested by SIRIM in accordance with MS1073 Part 2 & 3 and approved by Fire & Rescue Department, Malaysia ²⁷. Safety Apparel includes fire-retardant apparel and workwear uniforms under the PYROSUIT and SAFEFITT brands ²⁸, using inherently Flame Retardant fabric (Nomex or Daletec brand) ²⁹, and the company offers custom-tailoring services. The company also distributes personal protection equipment products. Foam Systems are manufactured at the company's foam blending facility, which operates under a synergistic agreement with CHEMGUARD (USA) to supply the entire Southeast Asia region ³⁰. For the year ended December 31, 2025, product revenue by category was: Safety apparel $119,000 ³¹, Fire safety equipment $603,000 ³², Maintenance & Servicing $6,000 ³³, and Project - supply & installation $20,000 ³⁴.

The company's product lines are strategically positioned to serve commercial, industrial, healthcare, and residential sectors. The Fire-X fire extinguishers are recommended for all daily fire suppression needs including commercial, industrial, residential and government clients ³⁵. The PYRODOR door-sets are custom-made to accommodate stringent customer requirements and references include commercial, governmental and residential developments ³⁶. The Safety Apparel portfolio is designed to serve clients in oil and gas industry as well as other industrial sectors ³⁷, with all products meeting occupational safety standards. The foam blending facility allows for the manufacture of multiple foam concentrate products and the company is able to provide designing, installation, testing and commissioning of all foam systems ³⁸. All CHEMGUARD foam concentrate products are earth-friendly ³⁹.

On September 12, 2025, the company completed the acquisition of Fitters Sdn. Bhd. from FITTERS Diversified Berhad through an Exchange Agreement, issuing 699,158 ⁴⁰ common shares representing 19.99% ⁴¹ of the combined company, with BGMS stockholders owning approximately 80.01% ⁴² of the combined company. The total estimated purchase consideration was $4,450,138 ⁴³, including goodwill of $1,569,656 ⁴⁴. On January 31, 2025, the creditors' voluntary liquidation of Cyclacel Limited was announced, and the company lost operational and strategic control, resulting in deconsolidation and a $4.9 million ⁴⁵ increase in stockholders' equity. On March 10, 2025, the company repurchased certain assets related to plogosertib from Cyclacel Limited for approximately $0.3 million ⁴⁶ in cash. On October 6, 2025, the company sold all patent rights related to Plogo to Tethra Biosciences Inc. for a purchase price of $300,000 ⁴⁷, plus a potential Milestone payment of $170,000 ⁴⁸. The company effected a one-for-sixteen reverse stock split on May 12, 2025 ⁴⁹ and a further one-for-fifteen reverse stock split on July 7, 2025 ⁵⁰. The company entered into multiple securities purchase agreements during the period, including: a January 2025 agreement with David E. Lazar for aggregate gross proceeds of $3.1 million ⁵¹ through Series C and Series D Convertible Preferred Stock; a March 2025 agreement for Series E Convertible Preferred Stock for aggregate gross proceeds of $1 million ⁵²; a June 2025 agreement for Series F Convertible Preferred Stock for aggregate gross proceeds of $3,000,000 ⁵³ along with 1,962,000 Warrants ⁵⁴; and a February 2025 agreement with Helena Special Opportunities 1 Ltd. for up to $25 million ⁵⁵ of newly issued common stock. On November 5, 2025, the company entered into a Warrant Exchange Agreement exchanging 1,402,605 ⁵⁶ warrants for common stock, recording a deemed dividend of approximately $9.5 million ⁵⁷. On September 4, 2025, the company exchanged 559,395 ⁵⁸ warrants for common stock, recording a deemed dividend of approximately $1.5 million ⁵⁹. The company recorded a deemed dividend of approximately $11,033,000 ⁶⁰ on warrant exchanges during the year.

For the fiscal year ended December 31, 2025, total revenues were $747,000 ⁶¹ compared to $43,000 ⁶² in 2024. Net loss was $2,998,000 ⁶³ compared to $11,212,000 ⁶⁴ in 2024. Net loss applicable to common shareholders was $14,092,000 ⁶⁵ for 2025 versus $11,212,000 ⁶⁶ for 2024, reflecting dividends on convertible exchangeable preferred shares of $61,000 ⁶⁷ and deemed dividends on warrant exchange of $11,033,000 ⁶⁸. Basic and diluted loss per share was $6.45 ⁶⁹ for 2025 compared to $502.46 ⁷⁰ for 2024. Operating loss was $8,427,000 ⁷¹ compared to $12,004,000 ⁷² in the prior year. Total other income, net was $5,436,000 ⁷³ versus $10,000 ⁷⁴ in 2024, primarily driven by a $4,947,000 ⁷⁵ gain on deconsolidation of the former subsidiary. As of December 31, 2025, the company had cash and cash equivalents of $3,505,000 ⁷⁶ compared to $3,137,000 ⁷⁷ at December 31, 2024, and an accumulated deficit of $454,411,000 ⁷⁸ compared to $439,494,000 ⁷⁹.

The company expects revenues in fire safety in general to grow modestly in the near term, but expects more elevated growth in revenues for fire safety equipment to service the rapid expansion of data centers in Southern Malaysia ⁸⁰. The company does not expect to report clinical trial supply or any other pharmaceutical development revenue for the foreseeable future ⁸¹. The company expects general and administrative expenditures for the year ended December 31, 2026 to reduce significantly compared to the year ended December 31, 2025 following the deconsolidation of Cyclacel Limited and elimination of nonrecurring costs related to two changes of control ⁸². Following the liquidation of Cyclacel Limited and the sale of plogosertib in early October 2025, the company does not expect to incur any further material research and development expenditures ⁸³.

The company's growth strategy focuses on expanding market share and enhancing profitability through several vectors: market penetration by improving sales within existing markets and expanding reach and improving customer retention ⁸⁴; product development by developing new products and services to cater for existing and new customers' needs ⁸⁵; market development by pursuing new geographic markets ⁸⁶; diversification by expanding product categories ⁸⁷; and strategic partnerships through collaboration with other companies to leverage their strengths and resources ⁸⁸. Key market drivers supporting growth include stricter regulatory frameworks under the Fire Services Act 1988 and Uniform Building By-Laws ⁸⁹, with full Fire Certificate enforcement starting in the first quarter of 2026 ⁹⁰ and mandatory fire drills beginning January 1, 2026 for buildings in nine designated categories ⁹¹. The rise of electric vehicles in Malaysia presents new fire safety challenges, with EV registrations more than doubling to 44,813 units ⁹² in 2025, a 105.7% increase from 21,789 units ⁹³ in 2024, and approximately 5,624 EV charging units installed as of year-end 2025 ⁹⁴, with MITI projecting 10,000 public EV charging points by the end of 2026 ⁹⁵.

The company's gross margins across all revenue streams approximate to 19% of gross revenues ⁹⁶, with around 80% of gross margins generated from low margin product sales and the remaining 20% generated from higher margin maintenance and service revenues ⁹⁷. The company does not expect the product mix or margins to change significantly in the near term ⁹⁸. The company is susceptible to potential increased costs brought about by geo-political events such as adverse movements in world oil prices ⁹⁹. Total cost of sales represented 7% of operating expenses for the year ended December 31, 2025 ¹⁰⁰. Research and development expenses represented 9% of operating expenses for 2025 compared to 55% in 2024 ¹⁰¹. General and administrative expenses represented 84% of operating expenses for 2025 compared to 45% in 2024 ¹⁰².

The company operates from leased facilities in Malaysia, including a head office at Wisma FITTERS in Kuala Lumpur ¹⁰³, a registered office in Petaling Jaya, Selangor ¹⁰⁴, and a distribution network utilizing regional warehouses and logistics partners coordinated from the Kuala Lumpur head office ¹⁰⁵. Effective March 1, 2025, the company entered into a two year lease agreement for its corporate headquarters at Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia ¹⁰⁶. Following the acquisition of Fitters Sdn Bhd on September 12, 2025, the company has three additional facilities in Malaysia, all on short term lease agreements ¹⁰⁷. As of December 31, 2025, the company had a total of 19 full-time employees worldwide ¹⁰⁸, distributed across Finance (4), Apparel (3), Warehouse (4), Trading (1), Project (3), Admin (3), and Penang (1) ¹⁰⁹.

The company's capital allocation strategy includes raising additional capital through a combination of public or private equity or debt financings or by entering into partnership agreements ¹¹⁰. Net cash provided by financing activities was $5,264,000 ¹¹¹ for the year ended December 31, 2025, primarily from receiving approximately $6,425,000 ¹¹² net of expenses from the issuance of preferred stock under Securities Purchase Agreements, offset by $1,100,000 ¹¹³ in net payments under the November 2024 Warrant Exchange Agreement and $61,000 ¹¹⁴ in dividend payments to holders of the 6% Convertible Exchangeable Preferred Stock. The company has the right, but not the obligation, to sell to Helena Special Opportunities 1 Ltd. up to the lesser of $25 million ¹¹⁵ of newly issued common stock and the Exchange Cap under a February 2025 Purchase Agreement. The company had the right to direct David Lazar to purchase up to $8,000,000 ¹¹⁶ of common stock under a February 2025 Purchase Agreement, though no shares were issued under this agreement. Stock-based compensation was $2,334,000 ¹¹⁷ for 2025 compared to $592,000 ¹¹⁸ in 2024.

Based on the company's current operating plan, it anticipates that cash and cash equivalents of $3.5 million ¹¹⁹ as of December 31, 2025 will allow it to meet liquidity requirements into the third quarter of 2026 ¹²⁰. The company continues to work to raise additional capital, however as of the date of the financial statements there is no guarantee that the company will be able to raise additional funds to extend operations beyond the third quarter of 2026 ¹²¹. The company's history of losses, negative cash flows from operations, liquid resources currently on hand, and dependence on the ability to obtain additional financing to fund its operations have resulted in the assessment that there is substantial doubt about the company's ability to continue as a going concern for a period of at least twelve months from the issuance date of the financial statements ¹²². The company is subject to risks from changes to trade policies, tariffs and import/export regulations by the U.S. and/or other foreign governments ¹²³. For 2026, Malaysia's inflation is projected to average between 1.3% and 2.0% ¹²⁴, and the government projects a slightly moderated growth range of 4.0% to 4.5% ¹²⁵ as global trade normalization and potential tariff impacts take effect.

The company faces structural headwinds including the fact that its top four customers collectively accounted for 55% of total sales ¹²⁶, with individual contributions of approximately 36%, 7%, 6%, and 6% ¹²⁷, and the company has not entered into long-term supply contracts with either of these major customers ¹²⁸. The company's realized margins depend on the differential of sales prices over total supply costs, and profitability is sensitive to changes in product prices caused by changes in supply, transportation and storage capacity or other market conditions ¹²⁹. The company faces competition from both new entrants and existing competitors in the fire services industries, and the barriers to entry for new distributors of fire protection equipment are low as they can source products or systems that already have the relevant product certifications obtained by the respective manufacturer or supplier ¹³⁰. The company does not carry any business interruption insurance or third-party liability insurance to cover risks associated with its business ¹³¹.

Regulatory constraints identified by management include the stringent and evolving fire safety regulations in Malaysia, with full enforcement regarding Fire Certificates for designated premises commencing in the first quarter of 2026 ¹³², mandatory fire drills beginning in 2026 for buildings in designated categories ¹³³, and a new self-regulation framework effective January 1, 2026 granting Fire Safety Managers authority to issue technical reports subject to periodic BOMBA audits every 2–3 years ¹³⁴. The 2025 amendment to the Fire Safety Act 1988 introduced formal requirements for Fire Risk Analysis Reports which must now be prepared by Registered Fire Safety Consultants ¹³⁵. Recent amendments to the Occupational Safety and Health Act have significantly increased maximum fines for breaches ranging from RM 100,000 to RM 500,000 ¹³⁶ and introduced potential imprisonment of up to two years for company directors and officers ¹³⁷.

The company has a history of operating losses with an accumulated deficit of $454.4 million ¹³⁸ as of December 31, 2025, and there is substantial doubt regarding its ability to continue as a going concern ¹³⁹. The company's cash and cash equivalents of $3.5 million ¹⁴⁰ are only expected to fund operations into the third quarter of 2026 ¹⁴¹, and there is no guarantee of raising additional capital. Customer concentration risk is significant, as the top four customers collectively accounted for 55% of total sales ¹⁴², with individual contributions of approximately 36%, 7%, 6%, and 6% ¹⁴³, and the company has no long-term supply contracts with these major customers ¹⁴⁴. The company faces intense competition from local distributors, international brands such as 3M, Dupont and Daletec ¹⁴⁵, and e-commerce rivals, with low barriers to entry for new distributors ¹⁴⁶. The company does not carry business interruption insurance or third-party liability insurance ¹⁴⁷, exposing it to unrecoverable losses from business disruptions. Regulatory risks include stringent and evolving fire safety regulations in Malaysia, with full Fire Certificate enforcement starting in the first quarter of 2026 ¹⁴⁸, mandatory fire drills beginning in 2026 ¹⁴⁹, and a new self-regulation framework effective January 1, 2026 ¹⁵⁰, with non-compliant owners facing fines up to RM 50,000 or imprisonment ¹⁵¹.

Management's message emphasizes the company's transformation from a pharmaceutical development company to a fire safety and protection business following the acquisition of Fitters Sdn. Bhd. on September 12, 2025. The forward-looking statements indicate that the company expects revenues in fire safety in general to grow modestly in the near term, but expects more elevated growth in revenues for fire safety equipment to service the rapid expansion of data centers in Southern Malaysia ¹⁵². Management expects general and administrative expenditures for the year ended December 31, 2026 to reduce significantly compared to the year ended December 31, 2025 following the deconsolidation of Cyclacel Limited and elimination of nonrecurring costs related to two changes of control ¹⁵³. The company does not expect to incur any further material research and development expenditures following the liquidation of Cyclacel Limited and the sale of plogosertib ¹⁵⁴. The strategic priorities emphasized for the period ahead include expanding market share and enhancing profitability through market penetration, product development, market development, diversification, and strategic partnerships ¹⁵⁵. Management has assessed that there is substantial doubt about the company's ability to continue as a going concern for a period of at least twelve months from the issuance date of the financial statements ¹⁵⁶, with plans to mitigate this risk primarily consisting of raising additional capital through a combination of public or private equity or debt financings or by entering into partnership agreements ¹⁵⁷.