Bio Green Med Solution, Inc.

Regulatory Filings • Jul 24, 2025

POS AM 1 formposam.htm POS AM

As filed with the Securities and Exchange Commission on July 23, 2025

Registration No. 333-286754

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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CYCLACEL PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

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Delaware	93-2403210
(State
or other jurisdiction of incorporation
or organization)	(I.R.S.
Employer Identification
Number)

Level 10, Tower 11, Avenue 5, The Horizon

Bangsar South City, No. 8, Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia

(Address Of Principal Executive Offices And Zip Code)

Registrant’s telephone number, including area code: (908) 517-7330

200 Connell Drive, Suite 1500, Berkeley Heights, NJ 07922

(Former Name or Former Address, if Changed Since Last Report)

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Datuk Dr. Doris Wong Sing Ee

Chief Executive Officer

Cyclacel Pharmaceuticals, Inc.

Level 10, Tower 11, Avenue 5, The Horizon

Bangsar South City, No. 8, Jalan Kerinchi, 59200, Kuala Lumpur, Malaysia

Tel.: (908) 517-7330

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

Debbie A. Klis

Mark C. Lee Rimon P.C. 1050 Connecticut Avenue, Suite 1050 Washington, DC 20036 Tel.: 202-935-3390 debbie.klis@rimonlaw.com

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Approximate date of commencement of proposed sale to the public : As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| Large
accelerated filer | ☐ |
| --- | --- |
| Emerging
growth company | ☐ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

The registrant is filing this Post-Effective Amendment No. 1 to Form S-1 to amend its registration statement (Registration No. 333-286754) initially filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2025 (the “Registration Statement”), solely for the purpose of amending and restating the “Experts” section and filing Exhibits 23.3 and 99.1 (to illustrate the retrospective effects of the registrant’s May 12, 2025 and July 7, 2025 reverse stock splits to certain financial information in the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024), and no other changes or additions are being made hereby to the prospectus which forms a part of the Registration Statement. Accordingly, the prospectus and other parts of the Registration Statement have been omitted from this filing.

No additional securities are being registered under this Post-Effective Amendment No. 1. All applicable registration fees were paid at the time of the original filing of the Registration Statement.

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PART I—INFORMATION REQUIRED IN PROSPECTUS

Item 10. Interests of Named Experts and Counsel.

EXPERTS

Bush & Associates CPA LLC, an independent registered public accounting firm, has audited our consolidated financial statements as of and for the year ended December 31, 2024, as stated in its report incorporated herein by reference, and such audited consolidated financial statements have been so incorporated in reliance upon the report of such firm given upon its authority as experts in accounting and auditing. The report on the consolidated financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

The consolidated financial statements as of December 31, 2023 incorporated in this Prospectus by reference from the Cyclacel Pharmaceuticals, Inc. Annual Report on Form 10-K for the year ended December 31, 2023 have been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report thereon (which report expresses an unqualified opinion and includes an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern), incorporated herein by reference, and have been incorporated in this Prospectus and Registration Statement in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

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PART II—INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

The financial statements filed as part of this registration statement are listed in the index to the financial statements immediately preceding such financial statements, which index to the financial statements is incorporated herein by reference.

| Exhibit
No. | Exhibit
Description | Incorporated
by Reference — Form | File
No. | Exhibit | Filing
Date |
| --- | --- | --- | --- | --- | --- |
| 2.1# | Agreement for the Sale and Purchase of Certain Assets dated March 10, 2025 by and between Cyclacel Pharmaceuticals, Inc., Cyclacel Limited, and with its liquidators | 8-K | 000-50626 | 2.1 | 03/14/25 |
| 3.1 | Amended and Restated Certificate of Incorporation of Cyclacel Pharmaceuticals, Inc. | 10-K | 000-50626 | 3.1 | 04/01/13 |
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cyclacel Pharmaceuticals, Inc. | 8-K | 000-50626 | 3.1 | 05/27/16 |
| 3.3 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cyclacel Pharmaceuticals, Inc. | 8-K | 000-50626 | 3.1 | 04/14/20 |
| 3.4 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cyclacel Pharmaceuticals, Inc. | S-1 | 333-282555 | 3.4 | 01/19/24 |
| 3.5 | Certificate of Correction to the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cyclacel Pharmaceuticals, Inc. | S-1 | 333-282555 | 3.5 | 01/19/24 |
| 3.6 | Second Amended and Restated Bylaws of Cyclacel Pharmaceuticals, Inc. | 8-K | 000-50626 | 3.1 | 05/07/20 |
| 3.7 | Amendment No. 1 to the Second Amended and Restated Bylaws of Cyclacel Pharmaceuticals, Inc. | 8-K | 000-50626 | 3.1 | 11/07/23 |
| 3.8 | Certificate of Designation of 6% Convertible Exchangeable Preferred Stock | 8-K | 000-50626 | 3.2 | 11/05/04 |
| 3.9 | Certificate of Designation of Series A Preferred Stock (previously filed as Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1 | S-1 | 333-218305 | 3.5 | 07/17/17 |
| 3.10 | Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock | 8-K | 000-50626 | 3.1 | 12/22/20 |
| 3.11 | Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock | 8-K | 000-50626 | 3.1 | 01/06/25 |
| 3.12 | Certificate of Designation of Preferences, Rights and Limitations of Series D Preferred Stock | 8-K | 000-50626 | 3.2 | 01/06/25 |
| 3.13 | Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series C Preferred Stock filed with the Secretary of State of the State of Delaware on February 10, 2025 | 8-K | 000-50626 | 3.2 | 02/12/25 |

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| Exhibit
No. | Exhibit
Description | Incorporated
by Reference — Form | File
No. | Exhibit | Filing
Date | Filed/ Furnished — Herewith |
| --- | --- | --- | --- | --- | --- | --- |
| 3.14 | Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on February 6, 2025 | 8-K | 000-50626 | 3.4 | 02/12/25 | |
| 3.15 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Cyclacel Pharmaceuticals, Inc. filed with the Secretary of State of the State of Delaware on February 10, 2025 | 8-K | 000-50626 | 3.5 | 02/12/25 | |
| 4.1 | Specimen of common stock Certificate (previously filed as Exhibit 4.1 to Registrant’s Registration Statement on Form S-1 | S-1 | 333-109653 | 4.1 | 02/17/04 | |
| 4.2 | Specimen of Preferred Stock Certificate of Designation | S-1 | 333-119585 | 3.2 | 10/21/04 | |
| 4.3 | Form of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. common stock | 8-K | 000-50626 | 4.1 | 07/01/11 | |
| 4.4 | Registration Rights Agreement, dated as of December 14, 2012, by and between the Company and Aspire Capital Fund, LLC | 8-K | 000-50626 | 4.1 | 12/17/12 | |
| 4.5 | Registration Rights Agreement, dated November 14, 2013, by and between the Company and Aspire Capital Fund, LLC | 10-Q | 000-50626 | 4.1 | 11/14/13 | |
| 4.6 | Form of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc.’s common stock | S-1 | 333-218305 | 4.3 | 07/17/17 | |
| 4.7 | Form of Pre-Funded Warrant | 8-K | 000-50626 | 4.1 | 04/24/20 | |
| 4.8 | Form of Common Warrant | 8-K | 000-50626 | 4.2 | 04/24/20 | |
| 4.9 | Form of Warrant | 8-K | 000-50626 | 4.1 | 12/22/20 | |
| 4.10 | Form of Pre-Funded Common Stock Purchase Warrant | 8-K | 000-50626 | 4.1 | 12/26/23 | |
| 4.11 | Form of Common Stock Purchase Warrant | 8-K | 000-50626 | 4.2 | 12/26/23 | |
| 4.12 | Description of Securities | 10-K | 000-50626 | 4.12 | 04/02/25 | |
| 4.13 | Form of Pre-Funded Warrant | 8-K | 000-50626 | 4.1 | 05/02/24 | |
| 4.14 | Form of Series A Warrant | 8-K | 000-50626 | 4.2 | 05/02/24 | |
| 4.15 | Form of Series B Warrant | 8-K | 000-50626 | 4.3 | 05/02/24 | |
| 4.16 | Form of Placement Agent Warrant | 8-K | 000-50626 | 4.4 | 05/02/24 | |
| 4.17 | Form of Series C Warrant | 8-K | 000-50626 | 4.1 | 11/15/24 | |
| 4.18 | Form of Series D Warrant | 8-K | 000-50626 | 4.2 | 11/15/24 | |
| 4.19 | Form of Placement Agent Warrant | 8-K | 000-50626 | 4.3 | 11/15/24 | |
| 4.20 | Form of Pre-Funded Warrant | 8-K | 000-50626 | 4.1 | 01/06/25 | |
| 5.1 | Opinion of Rimon, P.C. | | | | | * |
| 10.1† | Amended and Restated 2006 Equity Incentive Plan | 8-K | 000-50626 | 10.1 | 05/24/12 | |
| 10.2† | 2015 Equity Incentive Plan | 8-K | 000-50626 | 10.1 | 05/22/15 | |
| 10.3† | Amended and Restated 2018 Equity Incentive Plan | 8-K | 000-50626 | 10.1 | 06/14/23 | |

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| Exhibit
No. | Exhibit
Description | Incorporated
by Reference — Form | File
No. | Exhibit | Filing
Date |
| --- | --- | --- | --- | --- | --- |
| 10.4# | Clinical Collaboration Agreement by and between Cyclacel Pharmaceuticals, Inc. and the University of Texas M.D. Anderson Cancer Center dated as of August 21, 2018 | 10-Q | 000-50626 | 10.1 | 11/13/18 |
| 10.5 | Cyclacel Pharmaceuticals, Inc. 2020 Inducement Equity Incentive Plan | 8-K | 000-50626 | 10.1 | 11/12/20 |
| 10.6 | Form of Stock Option Grant Notice and Stock Option Agreement under the Cyclacel Pharmaceuticals, Inc. 2020 Inducement Equity Incentive Plan | 8-K | 000-50626 | 10.2 | 11/12/20 |
| 10.7 | Employment Agreement between Cyclacel Pharmaceuticals, Inc. and Spiro Rombotis | 8-K | 000-50626 | 10.1 | 05/04/23 |
| 10.8 | Employment Agreement between Cyclacel Pharmaceuticals, Inc. and Paul McBarron | 8-K | 000-50626 | 10.2 | 05/04/23 |
| 10.9 | Form of Indemnification Agreement for directors | 10-K/A | 000-50626 | 10.16 | 11/29/23 |
| 10.10 | Placement Agency Agreement by and between Cyclacel Pharmaceuticals, Inc. and Ladenburg Thalmann & Co. Inc., dated December 21, 2023 | 8-K | 000-50626 | 10.1 | 12/26/23 |
| 10.11 | Securities Purchase Agreement by and between Cyclacel Pharmaceuticals, Inc. and the Purchasers, dated December 21, 2023 | 8-K | 000-50626 | 10.2 | 12/26/23 |
| 10.12 | Securities Purchase Agreement by and between Cyclacel Pharmaceuticals, Inc. and Spiro Rombotis and Paul McBarron, dated December 21, 2023 | 8-K | 000-50626 | 10.3 | 12/26/23 |
| 10.13 | Securities Purchase Agreement, dated as of April 30, 2024, between the Company and the purchaser named therein | 8-K | 000-50626 | 10.1 | 05/02/24 |
| 10.14 | Form of Registration Rights Agreement, dated as of April 30, 2024, between the Company and the purchaser named therein | 8-K | 000-50626 | 10.2 | 05/02/24 |
| 10.15 | Warrant Exercise and Reload Agreement, dated November 13, 2024 | 8-K | 000-50626 | 10.1 | 11/15/24 |
| 10.16 | Securities Purchase Agreement, dated as of January 2, 2025, by and between the Company and David Lazar | 8-K | 000-50626 | 10.1 | 01/06/25 |
| 10.17 | Form of Director Settlement Agreement and Release | 8-K | 000-50626 | 10.2 | 01/06/25 |
| 10.18 | Settlement and Release Agreement, dated as of January 2, 2025, by and between the Company and Spiro Rombotis | 8-K | 000-50626 | 10.3 | 01/06/25 |
| 10.19 | Settlement and Release Agreement, dated as of January 2, 2025, by and between the Company and Paul McBarron | 8-K | 000-50626 | 10.4 | 01/06/25 |
| 10.20 | Warrant Exchange Agreement, dated as of January 2, 2025, by and between the holder and the Company | 8-K | 000-50626 | 10.5 | 01/06/25 |

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| Exhibit
No. | Exhibit
Description | Incorporated
by Reference — Form | File
No. | Exhibit | Filing
Date | Filed/ Furnished — Herewith |
| --- | --- | --- | --- | --- | --- | --- |
| 10.21 | Addendum to Securities Purchase Agreement, dated as of January 9, 2025, by and between the Company and David Lazar | 8-K | 000-50626 | 10.1 | 01/09/25 | |
| 10.22 | Securities Purchase Agreement, dated as of February 4, 2025, between the Company and David Lazar | 8-K | 000-50626 | 10.1 | 02/06/25 | |
| 10.23 | Amendment Agreement, dated as of February 4, 2025, between the Company and Armistice Capital Master Fund Ltd. | 8-K | 000-50626 | 10.2 | 02/06/25 | |
| 10.24 | Securities Purchase Agreement, dated as of February 5, 2025, between the Company and Helena Special Opportunities 1 Ltd. | 8-K | 000-50626 | 10.3 | 02/06/25 | |
| 10.25 | Lock-Up Addendum, dated February 20, 2025, by and between the Company and David Lazar | 8-K | 000-50626 | 10.1 | 02/24/25 | |
| 10.26 | Securities Purchase Agreement dated February 11, 2025 by and between David Elliot Lazar and Doris Wong Sing Ee | 8-K | 000-50626 | 10.1 | 02/27/25 | |
| 10.27 | Assignment and Assumption Agreement dated February 26, 2025 by and between David Elliot Lazar and Doris Wong Sing Ee | 8-K | 000-50626 | 10.2 | 02/27/25 | |
| 10.28 | Settlement and Release Agreement dated February 26, 2025 by and between Dr. Samuel Barker and the Company | 8-K | 000-50626 | 10.3 | 02/27/25 | |
| 10.29 | Assignment of Patent Rights Agreement dated March 10, 2025 by and between Cyclacel Pharmaceuticals, Inc., Cyclacel Limited, and with the liquidators of Cyclacel Limited | 8-K | 000-50626 | 10.1 | 03/14/25 | |
| 21.1 | Subsidiaries of Cyclacel Pharmaceuticals, Inc. | 10-K | 000-50626 | 21 | 03/26/14 | |
| 23.1 | Consent of Bush & Associates CPA LLC | | | | | * |
| 23.2 | Consent of Rimon, P.C. | | | | | (included
in Exhibit 5.1)* |
| 23.3 | Consent of RSM US LLP | | | | | |
| 24.1 | Power of Attorney | | | | | * |
| 99.1 | Form 10-K Adjusted Financial Information for the Year Ended December 31, 2024 | | | | | |
| 107 | Filing Fee Table | | | | | * |

| † | Indicates
management compensatory plan, contract or arrangement. |
| --- | --- |
| # | Cyclacel
Pharmaceuticals, Inc. has omitted certain exhibits pursuant to Item 601(a)(5) of Regulation S-K and shall furnish supplementally
to the Securities and Exchange Commission copies of any of the omitted exhibits upon request by the SEC. |
| * | Previously
filed. |

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Kuala Lumpur, Malaysia on July 23, 2025.

| Cyclacel
Pharmaceuticals, Inc. | |
| --- | --- |
| By: | /s/
Datuk Dr. Doris Wong Sing Ee |
| Name: | Datuk
Dr. Doris Wong Sing Ee |
| Title: | Chief
Executive Officer and Executive Director |

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/
Datuk Dr. Doris Wong Sing Ee	Chief
Executive Officer and Executive Director	July
23, 2025
Datuk
Dr. Doris Wong Sing Ee	(principal
executive officer)
/s/
Kiu Cu Seng	Chief
Financial Officer, Executive Director and Secretary	July
23, 2025
Kiu
Cu Seng	(principal
financial officer and principal accounting officer)
/s/
*	Director	July
23, 2025
Kwang
Fock Chong
/s/
*	Director	July
23, 2025
Dr.
Satis Waran Nair Krishnan
/s/
*	Director	July
23, 2025
Inigo
Angel Laurduraj
/s/
Datuk Dr. Doris Wong Sing Ee	Attorney-in-Fact	July
23, 2025
Datuk
Dr. Doris Wong Sing Ee

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