BGMS — Q2 2026 Financial Report Analysis

Q2 2026: a $336,000 fire-safety business, a 57% drop from Q1, and a merger that would leave current shareholders with under 1%

Bio Green Med Solution is the former Cyclacel Pharmaceuticals, a cancer-drug developer. After its UK drug subsidiary went into creditors' liquidation in January 2025 and two changes of control, the Nasdaq listing now holds Fitters Sdn. Bhd., a Kuala Lumpur distributor of fire extinguishers, foam systems, fire-resistant doors and safety clothing, acquired in September 2025. This is the second quarter in which that business makes up the whole company. Revenue for the three months to June 30, 2026 was $336,000, down from $778,000 in Q1. The company lost $405,000. The 10-Q gives no reason for the quarter-on-quarter fall. Comparing with a year ago means little: Q2 2025 was a shell with no revenue and $1.25 million of costs tied to the change of control.

At a glance

• $336,000 revenue, 57% below Q1's $778,000. Fire-safety equipment made up $1.04 million of the $1.11 million first-half total. Selling equipment one order at a time makes quarterly sales lumpy, and at this size a single missing order shows up as a large swing.
• 23.5% gross margin, but an operating loss bigger than revenue. Gross margin is the share of sales left after paying for the goods sold. Here it left $79,000 to cover $497,000 of overhead, so the operating loss was $418,000, or −124% of revenue.
• $3.79 million of cash, and a going-concern warning. Management says the cash lasts only "into the first quarter of 2027" and that there is "substantial doubt" the company can keep operating for another 12 months. A June share sale at $0.72 raised $794,403.

The numbers

All figures are in US dollars. The company reports in thousands; the table converts them to millions.

The year-ago net loss includes a $68,000 loss from the discontinued drug business. The year-ago share count is adjusted for the 1-for-16 and 1-for-15 reverse splits of May and July 2025.

The quarter-to-quarter comparison is the one that tells you how the business is doing:

The Q1 figures come from subtracting the Q2 column from the six-month column in the 10-Q.

What drove the quarter

• Revenue is almost all equipment. Over the first half, fire-safety equipment brought in $1,044,000, safety apparel $52,000, project supply and installation $10,000, and maintenance and servicing $8,000. Recurring service revenue, which is usually the steadier part of a fire-safety business, is a rounding error so far.
• Margins are thin, as you'd expect from trading. Management says first-half gross margins came to "approximately 20%" and that it doesn't expect "the product mix or margins to change significantly." The higher 23.5% in Q2 came on much lower volume. With orders this small, that looks like the mix of what was sold, not a trend.
• Overhead went up while sales fell. G&A rose from $389,000 in Q1 to $497,000 in Q2. That covers legal, professional and corporate costs, which are heavy for a listed company of this size. The Q2 rise came in the same quarter as the Future NRG merger agreement and the S-4 registration filing.
• Other income helped a little. Other income of $31,000, interest income of $9,000 and an $18,000 foreign-exchange loss added $22,000 in total. Part of the interest comes from a loan of MYR 1.7 million (about $0.4 million) at 8% to "an unrelated customer". It is unusual for a distributor this small to lend money to a customer.

What the headline numbers hide

• Operating cash flow matched the loss, and new equity covered it. Over six months, operating activities used $630,000, close to the $602,000 net loss. Inside that, the business was shrinking its balance sheet. Inventory fell $412,000 (from $1.38 million to $0.97 million) and receivables fell $183,000. Those $595,000 of cash releases were used to pay down $638,000 of payables and accruals. A distributor whose stock and receivables are shrinking is not funding growth. Cash rose $285,000 in the half only because $919,000 of new equity came in.
• Receivables are large and aging. Gross receivables were $1.61 million at June 30, more than the entire first-half revenue of $1.11 million. Stated payment terms are 30–60 days. The bad-debt allowance rose from $447,000 to $540,000, so a third of gross receivables is already reserved. The provision is graded by age (10% from 120 days up to 50% past 365 days), so a reserve this large means much of the balance is old. The $95,000 added in the half equals about 8.5% of the half's revenue. Net receivables of $1.07 million against an annualized Q2 run-rate of $1.34 million works out to roughly 290 days of sales.
• The year-ago comparison flatters the result. The loss fell from $1.32 million to $0.41 million mainly because 2025 carried one-time costs from the two changes of control: management cites $1.6 million of stock compensation, $0.9 million of D&O insurance, $1.3 million of compensation and $0.8 million of legal costs over the first half. The operating business itself did not improve. Q2 was worse than Q1 on every line except gross margin.
• Per-share figures are distorted. EPS "improved" from −$0.93 to −$0.08 largely because the weighted share count quadrupled. The June placement alone added 1,103,338 shares, a 20% increase in one transaction.
• Goodwill of $1.57 million from the Fitters acquisition makes up 22% of the $7.16 million book equity. Sales fell 57% in a quarter and the parent has a going-concern warning, yet no impairment test result is discussed. Watch for a write-down at year-end.
• No GAAP vs. adjusted gap to reconcile. The company reports only GAAP figures and no adjusted earnings.

Takeaway: The operating business is too small to carry a public company. Q2 sales of $336,000 at a ~20–24% gross margin produce under $80,000 of gross profit against roughly $500,000 a quarter of overhead. What happens to BGMS shareholders now depends far more on the pending Future NRG share exchange than on fire-safety sales, and under that deal today's shareholders would own less than 1% of the combined company.

The Future NRG deal is the real event

On June 4, 2026 the company signed an all-stock Business Combination Agreement to acquire Future NRG Sdn. Bhd., a Malaysian clinical-waste treatment company. Future NRG describes ozone-based processing of medical waste for clinics, dialysis centers and laboratories as an alternative to incineration. According to the 10-Q, Future NRG's shareholders "will own approximately more than 99% of the combined company and pre-Exchange Company stockholders will own approximately less than 1%." In practice, a private company is using BGMS's Nasdaq listing to go public. The pitch is a bundled "compliance" offering of fire safety plus medical-waste disposal sold to the same healthcare customers. Either side can walk away if the deal hasn't closed by December 31, 2026. The S-4 registration statement has been amended three times, most recently on September 11, 2026, so the deal had not closed as of that date.

This is the third time in under two years that the listing has been repurposed: biotech, then fire safety, now waste-to-energy. Each time, existing holders were diluted heavily. The 6% preferred shares (BGMSP) were delisted from Nasdaq in March 2026. The company still pays them about $20,000 a quarter in dividends ($0.15 per share), most recently on August 1.

Outlook

Management expects fire-safety revenue "to grow modestly in the near term," with "more elevated growth" in later years from demand created by data-center construction in Southern Malaysia. It also expects 2026 G&A to be "significantly lower" than 2025's. That second point is already visible: first-half G&A was $886,000, against $5.46 million a year earlier. The company gives no revenue or profit figures for its outlook.

Our read: the first-half run-rate of about $2.2 million a year in sales, at a ~20% gross margin, can't cover even the current overhead, and Q2's direction (falling sales, rising costs) runs against the "modest growth" guidance. The data-center thesis has no orders or backlog figures attached in the filing. With cash guided to last only into Q1 2027, the next financial event is likely either more share issuance or the Future NRG closing. Either one would change the company far more than any quarter of extinguisher sales. Things to watch in the Q3 10-Q (due mid-November): whether quarterly revenue gets back to Q1's ~$0.78 million, whether receivables are collected or reserved further, any goodwill impairment, and the closing status and final exchange ratio of the Future NRG deal.

Source: Bio Green Med Solution, Inc. Form 10-Q for the quarter ended June 30, 2026, filed August 14, 2026. Future NRG description from the company's June 4, 2026 press release (Form 8-K, Exhibit 99.1).