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BGMS on Nasdaq

Cyclacel

American pharmaceutical company

Cyclacel Pharmaceuticals Inc. is a biotechnology firm based in Dundee, Scotland, and Short Hills, New Jersey, developing cancer drugs and treatments. Cyclacel was founded in 1996 by David Lane, Merlin Ventures and Cancer Research Campaign Technology with the University of Dundee and the University of Glasgow.3 Its shares trade on Nasdaq under the symbol BGMS.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

1997Founded1

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  • TickerBGMS on Nasdaq1
  • Industrypharmaceutical industry1
  • HeadquartersBerkeley Heights1
  • Websitewww.cyclacel.com
  • Incorporated inDE4
  • Business address200 Connell Drive, Suite 1500, Berkeley Heights, Nj 079224
  • Filer categoryNon-accelerated filer, Smaller reporting company4
  • Legal formCorporation

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Cyclacel Pharmaceuticals Inc. is a biotechnology firm based in Dundee, Scotland, and Short Hills, New Jersey, developing cancer drugs and treatments. Cyclacel was founded in 1996 by David Lane, Merlin Ventures and Cancer Research Campaign Technology with the University of Dundee and the University of Glasgow.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-100.0%Revenue growth, 20256
-43.8%Return on equity6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Fire Safety Equipment brought in 81% of the revenue Cyclacel broke down this way in fiscal 2025.

  1. Fire Safety Equipment$603.0K681%
  2. Safety Aparel$119.0K616%
  3. Project Supply and Installation$20.0K63%
  4. Maintenance and Servicing$6.0K61%
Products and services by year
Products and services202320242025
Fire Safety Equipment$603.0K
Safety Aparel$119.0K
Project Supply and Installation$20.0K
Maintenance and Servicing$6.0K

Financial statements

Revenue789106$0 in 2025
0$200.0K$400.0K$600.0K2020: $0$020202021: $0$020212022: $0$020222023: $420.0K$420.0K20232024: $43.0K$43.0K2024−90%2025: $0$02025
Operating income11789106-$8.4M in 2025−13% since 2019
-$30.0M-$20.0M-$10.0M02019: -$9.7M-$9.7M20192020: -$10.6M-$10.6M2020+10%2021: -$22.4M-$22.4M2021+111%2022: -$27.7M-$27.7M2022+24%2023: -$25.5M-$25.5M2023−8%2024: -$12.0M-$12.0M2024−53%2025: -$8.4M-$8.4M2025−30%
Net income11789106-$3.0M in 2025−62% since 2019
-$30.0M-$20.0M-$10.0M02019: -$7.8M-$7.8M20192020: -$8.4M-$8.4M2020+8%2021: -$18.5M-$18.5M2021+119%2022: -$21.2M-$21.2M2022+15%2023: -$22.6M-$22.6M2023+6%2024: -$11.2M-$11.2M2024−50%2025: -$3.0M-$3.0M2025−73%

Every line of the income statement as filed: the last 2 fiscal years, latest first.6

Period ending2025-12-312024-12-31
Revenues$747.0K$43.0K
Cost of sales$609.0K
Research and development$848.0K$6.7M
General and administrative$7.7M$5.4M
Total operating expenses$9.2M$12.0M
Operating loss-$8.4M-$12.0M
Foreign exchange losses$73.0K-$54.0K
Interest income$62.0K$12.0K
Gain on deconsolidation of former subsidiary$4.9M
Other income, net$354.0K$52.0K
Total other income, net$5.4M$10.0K
Loss before taxes-$3.0M-$12.0M
Income tax benefit / (provision)-$7.0K$782.0K
Net loss-$3.0M-$11.2M
Dividend on convertible exchangeable preferred shares-$61.0K
Deemed dividend on warrant exchange-$11.0M
Net loss applicable to common shareholders-$14.1M-$11.2M
Net loss per share - basic (common shareholders)-$6.45-$502.46
Net loss per share - diluted (common shareholders)-$6.45-$502.46
Weighted average common shares outstanding - basic2.2M shares22.3K shares
Weighted average common shares outstanding - diluted2.2M shares22.3K shares

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Corporate structure

Cyclacel sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Cyclacel

  • Diversified Berhad Fitters Filed SCHEDULE 13G/A on Cyclacel, latest Aug 12, 2026 (4 filings since Sep 16, 2025)
  • Kim Choy Yap Filed SCHEDULE 13G/A on Cyclacel, latest Aug 12, 2026 (5 filings since Aug 18, 2025)
  • Khai Loon Kua Filed SCHEDULE 13G/A on Cyclacel, latest Mar 13, 2026 (4 filings since Aug 18, 2025)
  • Yee Lung Ong Filed SCHEDULE 13G/A on Cyclacel, latest Mar 13, 2026 (4 filings since Aug 18, 2025)
  • Wong Sing Ee Doris Filed SCHEDULE 13D/A on Cyclacel, latest Nov 13, 2025 (2 filings since Mar 4, 2025)
  • ARMISTICE CAPITAL, LLC Filed SCHEDULE 13G/A on Cyclacel, latest Aug 14, 2025 (4 filings since Nov 14, 2024)
  • David E. Lazar Filed SCHEDULE 13D/A on Cyclacel, latest Aug 8, 2025 (3 filings since Feb 28, 2025)
  • Lind Global Fund II LP Filed SC 13G/A on Cyclacel, latest Nov 14, 2024 (2 filings since Jan 4, 2024)
  • Dellora Investments LP Filed SC 13G/A on Cyclacel, latest Feb 14, 2024 (3 filings since Aug 22, 2022)
  • Schonfeld Strategic Advisors LLC Filed SC 13G/A on Cyclacel, latest Feb 14, 2024 (2 filings since Feb 14, 2023)
  • Altium Capital Management LLC Filed SC 13G/A on Cyclacel, latest Feb 13, 2024 (2 filings since Jan 10, 2024)
  • ACORN BIOVENTURES, L.P. Filed SC 13G/A on Cyclacel, latest Feb 7, 2024 (2 filings since Jan 26, 2023)
  • Cyclacel Berkeley Heights

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Cyclacel reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$421.0K6 Dec 31, 2025$427.0K6 Dec 31, 2024−1.4%
Accumulated depreciation$284.0K6 Dec 31, 2025$424.0K6 Dec 31, 2024−33.0%
Property and equipment, net$137.0K6 Dec 31, 2025$3.0K6 Dec 31, 2024+4466.7%
Operating-lease assets (leased space)$12.0K6 Dec 31, 2025$5.0K6 Dec 31, 2024+140.0%

Real estate and locations

ItemLatestA year beforeChange
Countries it operates in16 Dec 31, 2025210 Dec 31, 2024−50.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$3.5M6 Dec 31, 2025$3.1M6 Dec 31, 2024+11.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$1.6M6 Dec 31, 2025

Inventory

ItemLatestA year beforeChange
Inventory, total$1.4M6 Dec 31, 2025
Work in process$134.0K6 Dec 31, 2025
Finished goods$1.0M6 Dec 31, 2025

Properties, in its own words

We previously leased our corporate headquarters in Berkeley Heights, New Jersey. In December 2024, the Company terminated this lease, effective as of January 31, 2025. Effective March 1, 2025, the Company entered into a two year lease agreement for our corporate headquarters at Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia, which we believe will be adequate to accommodate our business needs. 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.

Item 2 of the 10-K filed Mar 30, 2026.14

Leadership

Who has led Cyclacel, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Spiro Rombotis2013–2023
  2. David E. Lazar2025
  3. Wong Sing Ee Doris2025–now

President

  1. Spiro Rombotis2006–2023

Chief financial officer

  1. Paul McBarron2010–2019
  2. Cu Seng Kiu2025–now

Chief operating officer

  1. Paul McBarron2010–2019
200020052010201520202025
Board members and other officers (32)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • The Chief Executive OfficerDatuk Dr. Doris Wong Sing Ee named Mar 25, 202548
  • The Chief Financial OfficerKiu Cu Seng named Mar 25, 202548

Products and brands

  • seliciclib

Listed on Wikidata.1

Acquisitions

After becoming the first European spin-out company to raise over $100 million in private equity, the company had to pull out of a stock market listing in July 2004. Cyclacel completed a reverse merger with Xcyte Therapies in December 2005 to acquire Nasdaq listing. This allowed Cyclacel to raise an additional $45 million in April 2006 through a private placement of stock and warrants.

From Wikipedia’s article on Cyclacel, shared under CC BY-SA 4.0.5

Former names

  • Cyclacel Pharmaceuticals, Inc.Mar 29, 2006 to Sep 12, 20254
  • XCYTE THERAPIES INCDec 22, 2000 to Mar 24, 20064

Timeline

  1. Aug 14, 20268-K Results of operations; Regulation FD disclosure49
  2. Jul 1, 20268-K Other events50
  3. Jun 22, 20268-K Shareholder vote51
  4. Jun 10, 20268-K Entered a material agreement; Unregistered sale of shares52
  5. Jun 4, 20268-K Entered a material agreement; Regulation FD disclosure53
  6. May 14, 20268-K Results of operations; Regulation FD disclosure54
  7. Apr 13, 20268-K Other events55
  8. Mar 30, 20268-K Results of operations; Regulation FD disclosure56
  9. Mar 13, 20268-K Listing notice or transfer57
  10. Jan 12, 20268-K Other events58
  11. Nov 13, 20258-K Results of operations; Regulation FD disclosure59
  12. Nov 6, 20258-K Entered a material agreement; Unregistered sale of shares60
  13. Feb 28, 2025New chief executive Wong Sing Ee Doris becomes CEO16
  14. Jan 7, 2025New chief executive David E. Lazar becomes CEO15
  15. Jan 29, 2013New chief executive Spiro Rombotis becomes CEO17
  16. 1997Founded Founded1

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/202661

When it reported results

  1. Aug 14, 2026Reported quarterly or annual results49
  2. May 14, 2026Reported quarterly or annual results54
  3. Mar 30, 2026Reported quarterly or annual results56
  4. Nov 13, 2025Reported quarterly or annual results59
  5. Aug 13, 2025Reported quarterly or annual results62
  6. May 15, 2025Reported quarterly or annual results63
  7. Apr 2, 2025Reported quarterly or annual results64
  8. Nov 12, 2024Reported quarterly or annual results65

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

346 filings to the SEC since October 2021: 8 annual reports, 16 quarterly reports, 95 major events, 81 insider forms, 41 large holders, 5 private raises, 100 other. The latest 20:

  1. Oct 9, 2026424B3 EDGAR
  2. Oct 8, 2026EFFECT EDGAR
  3. Sep 11, 2026S-4/A EDGAR
  4. Aug 21, 2026S-4/A EDGAR
  5. Aug 14, 202610-Q EDGAR
  6. Aug 14, 20268-K EDGAR
  7. Aug 12, 2026SCHEDULE 13G/A EDGAR
  8. Aug 12, 2026SCHEDULE 13G/A EDGAR
  9. Jul 24, 2026S-4/A EDGAR
  10. Jul 1, 20268-K EDGAR
  11. Jun 22, 20268-K EDGAR
  12. Jun 16, 2026S-4 EDGAR
  13. Jun 10, 20268-K EDGAR
  14. Jun 4, 2026425 EDGAR
  15. Jun 4, 20268-K EDGAR
  16. May 15, 202610-Q EDGAR
  17. May 14, 20268-K EDGAR
  18. May 12, 2026SCHEDULE 13G/A EDGAR
  19. May 1, 2026DEFR14A EDGAR
  20. Apr 27, 2026DEF 14A EDGAR

The 346 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

26 open-market trades by officers, directors and large owners since October 2021: 3 buys and 23 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Nov 5, 2025Yap Kim Choy10% ownerSale28,540$1.70$48.5KForm 4
Oct 30, 2025Yap Kim Choy10% ownerSale112,260$1.81$203.2KForm 4
Oct 30, 2025Kua Khai Loon10% ownerSale242,477$1.80$436.5KForm 4
Oct 30, 2025Ong Yee Lung10% ownerSale248,814$1.80$447.9KForm 4
Oct 29, 2025Yap Kim Choy10% ownerSale110,749$1.83$202.7KForm 4
Oct 28, 2025Yap Kim Choy10% ownerSale13,111$1.83$24.0KForm 4
Oct 27, 2025Yap Kim Choy10% ownerSale120,250$2.12$254.9KForm 4
Oct 24, 2025Ong Yee Lung10% ownerSale19,858$1.99$39.5KForm 4
Oct 24, 2025Yap Kim Choy10% ownerSale19,595$1.90$37.2KForm 4
Oct 21, 2025FITTERS Diversified Berhad10% ownerSale92,352$3.01$278.0KForm 4
Oct 20, 2025FITTERS Diversified Berhad10% ownerSale108,107$3.09$334.1KForm 4
Oct 16, 2025Kua Khai Loon10% ownerSale88,204$4.22$372.2KForm 4
Oct 16, 2025FITTERS Diversified Berhad10% ownerSale26,051$5.50$143.3KForm 4
Oct 15, 2025Kua Khai Loon10% ownerSale7,479$5.66$42.3KForm 4
Oct 14, 2025Ong Yee Lung10% ownerSale135,793$6.00$814.8KForm 4
Oct 10, 2025FITTERS Diversified Berhad10% ownerSale51,400$5.26$270.4KForm 4
Oct 8, 2025FITTERS Diversified Berhad10% ownerSale142,000$5.29$751.2KForm 4
Sep 16, 2025Kua Khai Loon10% ownerSale25,000$5.13$128.2KForm 4
Sep 12, 2025Kua Khai Loon10% ownerSale22,251$6.22$138.4KForm 4
Sep 5, 2025Kua Khai Loon10% ownerSale19,054$7.01$133.6KForm 4

All 26 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Spiro RombotisFormer President and Chief Executive Officer$288.6K$847.4K81
2025Paul McBarronFormer Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer, Secretary$162.3K$499.9K81
2025Datuk Dr. Doris Wong Sing EeChief Executive Officer and Executive Director$420.2K$470.8K81
2025Kiu Cu SengChief Financial Officer, Executive Director and Secretary37$280.0K$285.1K81
2025David LazarFormer Interim Chief Executive Officer and Principal Financial Officer$50.0K$66.2K81
2024Spiro RombotisFormer President and Chief Executive Officer$560.1K$585.0K81
2024Paul McBarronFormer Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer, Secretary$312.6K$333.6K81
2024Mark Kirschbaum, MD, Former Senior Vice President and Chief Medical Officer$30.4K$30.4K81

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$11.1M 2024–2025
Money received by yearMoney received by year, 2024–2025: $11.1M in all. Private raises (Form D) $11.1M.$0$5M$10M$15M2024 · Private raises (Form D): $10.1M20242025 · Private raises (Form D): $1.0M2025
Figures by year
YearPrivate raises (Form D)Total
2025$1.0M$1.0M
2024$10.1M$10.1M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Mar 21, 2025Raised $1 million in a private offering of equity48 Form D: 4 investors so far Form D
  2. Feb 14, 2025Filed a private offering of equity82 Form D: $25 million offered in all Form D
  3. Feb 6, 2025Filed a private offering of equity83 Form D: 1 investor so far Form D
  4. Nov 14, 2024Raised $2.1 million in a private offering of equity84 Form D: 1 investor so far Form D
  5. May 2, 2024Raised $8 million in a private offering of equity85 Form D: 1 investor so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Citadel Advisors LLC75,240$68.5K0.0%+53,189
Jane Street Group, LLC16,291$14.8K0.0%New
Tower Research Capital LLC (TRC)5,722$5.2K0.0%+1,461
UBS Group AG4,332$3.9K0.0%+2,163
SBI Securities Co., Ltd.701$6380.0%+201
Archer Investment Corp2$20.0%+1
Osaic Holdings, Inc.1$00.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Cyclacel is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBio Green Med Solution, Inc.2
  • CIK0001130166
  • Employer ID (EIN)91-170762214
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company14
  • Incorporated inDelaware14
  • Fiscal year endsDecember 312
  • Industry code (SIC)5099 Wholesale-Durable Goods, NEC2
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance2
  • Business address200 Connell Drive, Suite 1500, Berkeley Heights, NJ 079222
  • Phone908-517-73302
  • Shares outstanding6,622,794 as of Aug 11, 202613
  • Public float$3.0M as of Jun 30, 202514
  • AuditorSFAI Malaysia PLT, Malaysia PCAOB ID 7167; no auditor attestation of internal control over financial reporting14
  • On EDGAR sinceDec 22, 20002
  • Filings1,505 in all: 4 (386), 8-K (353), 3 (76), 10-Q (68), 424B3 (58), SC 13G/A (54), CORRESP (49), SC 13G (36)2
    All 55 form types

    3/A (34), EFFECT (33), UPLOAD (33), DEF 14A (26), POS AM (26), 10-K (22), 424B5 (22), DEFA14A (19), S-1/A (18), SCHEDULE 13G/A (16), S-1 (14), 4/A (13), 425 (13), S-8 (13), ARS (9), S-3/A (9), D (8), S-3 (8), 8-K/A (7), 10-K/A (6), PRE 14A (5), SC 13D (5), 424B4 (4), RW (4), S-4/A (4), SC 13D/A (4), SCHEDULE 13G (4), 10-Q/A (3), CT ORDER (3), DEF 14C (3), DRS (3), FWP (3), NT 10-Q (3), PRE 14C (3), REGDEX (3), S-4 (3), SCHEDULE 13D/A (3), 424B2 (2), 5 (2), 8-A12G (2), DEFR14A (2), PRER14A (2), SCHEDULE 13D (2), NT 10-K (1), S-1MEF (1), S-8 POS (1), SC 14F1 (1)

  • Latest filingsAnnual report (10-K) Mar 30, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Apr 27, 2026
    Latest 8-K (8-K) Aug 14, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.001 per shareBGMSNasdaq
Preferred Stock, $0.001 par valueBGMSPNasdaq

From the cover page of the 10-K filed Mar 30, 2026 (Section 12(b) of the Exchange Act).14

Risk factors and legal proceedings

The risks Cyclacel names in Item 1A of its 10-K filed Mar 30, 2026: 63 risks under these headings, as written.14

  • Risks Related to Our Business and Industry
  • The demand for our products is impacted by a number of factors outside of our control.
  • Our performance is tied to customer demand for fire suppression equipment and materials, the decrease of which could adversely affect our performance.
  • If any of our customers fail to pay us, our profit and cash flow may be affected as a result.
  • We are substantially dependent upon our senior management and key personnel.
  • We may not pay dividends.
  • We do not carry business interruption insurance so we could incur unrecoverable losses if our business is interrupted.
  • We may need to raise additional capital to grow our business and satisfy our anticipated future liquidity needs, and we may not be able to raise it on terms acceptable to us, or at all.
  • Raising capital in the future could cause dilution to our existing shareholders and may restrict our operations or require us to relinquish rights.
  • We are subject to risks from changes to trade policies, tariffs and import/export regulations by the U.S. and/or other foreign governments.
  • Our profitability could be negatively impacted by price and inventory risk related to our business, including commodity price exposure.
  • Our industry is very competitive and some of our products are commodities.
The other 52 risks
  • There is no assurance that our existing projects will not be delayed or terminated and there can also be no certainty that our order book will be continually maintained at such level in the future.
  • Risks from the improper conduct of, or use of our products by, employees, agents, government contractors, or collaborators could adversely affect our reputation as well as our business, financial condition and results of operations.
  • There is no guarantee that we will be able to continue purchasing products from our suppliers on a long-term basis.
  • Our business may be negatively affected by labor issues and higher labor costs.
  • We are subject to interest rate risks.
  • Unfavorable economic and market conditions could materially and adversely affect our business, results of operations and financial condition.
  • Global economic conditions could negatively affect our prospects for growth.
  • The markets in which we operate are highly competitive, and some of our competitors have greater financial and other resources than we do.
  • If we are unable to compete successfully in our marketplace, it will harm our business.
  • Risks Related to Regulatory and Legal Matters
  • Our ability to market and sell our products and solutions is subject to existing government laws, regulations and standards.
  • Failure to comply with stringent and evolving fire safety regulations in Malaysia could negatively affect our prospects for growth and operating results.
  • Some of our products may be subject to government regulations pertaining to exportation, which may limit the markets in which we can sell some of our products.
  • We may be subject to product liability or warranty claims that could require us to make significant payments.
  • We may be the subject of litigation by customers, suppliers and other third parties in the future.
  • Claims of injuries or potential safety issues or quality concerns could be made against our various subsidiaries.
  • We are subject to risks related to our environmental, social and governance activities and disclosures.
  • We are subject to general governmental regulation and other legal obligations, including those related to privacy, data protection and information security, and our actual or perceived failure to comply with such obligations could harm our business. Compliance with such laws could also impair our efforts to maintain and expand our customer base, and thereby decrease our revenue.
  • We are subject to various U.S. and foreign tax laws and any changes in these laws related to the taxation of businesses and resolutions of tax disputes could adversely affect our results of operations.
  • Risks Related to Our Business and Financial Condition
  • We have a history of operating losses, and we expect to incur losses for the foreseeable future. We may never become profitable. Our stock is a highly speculative investment.
  • There is substantial doubt regarding our ability to continue as a going concern.
  • Geopolitical and macroeconomic events and conditions could adversely affect our business, operating results, financial condition and cash flows.
  • Risks Related to Inflation
  • Our ability to use net operating loss and certain built-in losses to reduce future tax payments is limited by provisions of the Internal Revenue Code and may be subject to further limitation as a result of the transactions completed in connection with our initial public offering.
  • If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock may be delisted and the price of our common stock and our ability to access the capital markets could be negatively impacted.
  • Compliance with the United States securities laws and regulations is likely to make it more difficult and expensive for us to obtain directors’ and officers’ liability insurance and to attract and retain qualified members of our board of directors.
  • Our insurance policies are expensive and only protect us from some business risks, which will leave us exposed to significant uninsured liabilities.
  • Our business could be adversely affected by significant movements in foreign currency exchange rates.
  • Security incidents, loss of data and other disruptions could compromise sensitive information related to our business or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation. Our business and operations would suffer in the event of system failures.
  • Risks Related to Securities Regulations and Investment in Our Securities
  • Failure to achieve and maintain internal controls in accordance with Sections 302 and 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business and stock price.
  • We incur increased costs and management resources as a result of being a public company, and we may fail to comply with public company obligations.
  • An active trading market for our common stock has not developed and it may have a volatile public trading price, thus, purchasers of our common stock could incur substantial losses.
  • If securities or industry analysts do not publish research or reports about us, if they change their recommendations regarding our stock adversely or if our operating results do not meet their expectations, our stock price and trading volume could decline.
  • We may not be able to facilitate our growth strategy by identifying or completing transactions with attractive acquisition candidates, which could limit our revenues and profitability.
  • Businesses we acquire may have undisclosed liabilities.
  • Anti-takeover provisions in our charter documents and provisions of Delaware law may make an acquisition more difficult and could result in the entrenchment of management.
  • In the event of an acquisition of our common stock, we cannot assure our common stockholders that we will be able to negotiate terms that would provide for a price equivalent to, or more favorable than, the price at which our shares of common stock may be trading at such time.
  • The market price of the Company’s common stock is expected to be volatile, and the market price of its common stock may drop.
  • The Company will incur costs and demands upon management as a result of complying with the laws and regulations affecting public companies.
  • The Company may experience adverse consequences because of required indemnification of officers and directors.
  • Our certificate of incorporation and bylaws and certain provisions of Delaware law may delay or prevent a change in our management and make it more difficult for a third-party to acquire us.
  • We may have limited ability to pay cash dividends on our preferred stock, and there is no assurance that future quarterly dividends will be declared.
  • Our common and preferred stock may experience extreme price and volume fluctuations, which could lead to costly securities-related litigation, including securities class action litigation or securities-related investigations, which could make an investment in us less appealing.
  • The future sale of our common and convertible preferred stock and future issuances of our common stock upon conversion of our preferred stock could negatively affect our stock price and cause dilution to existing holders of our common stock.
  • If we exchange the convertible preferred stock for debentures, the exchange will be taxable, but we will not provide any cash to pay any tax liability that any convertible preferred stockholder may incur.
  • If we automatically convert the convertible preferred stock, there is a substantial risk of fluctuation in the price of our common stock from the date we elect to automatically convert to the conversion date.
  • We do not intend to pay cash dividends on our common stock in the foreseeable future.
  • The number of shares of common stock which are registered, including the shares to be issued upon exercise of our outstanding warrants, is significant in relation to our currently outstanding common stock and could cause downward pressure on the market price for our common stock.
  • If persons engage in short sales of our common stock, including sales of shares to be issued upon exercise of our outstanding warrants, the price of our common stock may decline.
  • We are exposed to risks related to the marketable securities we may purchase.
  • Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful stockholder claims against us and may reduce the amount of money available to us.
  • Failure to compete successfully in our markets could adversely affect our business.
  • Changes in our effective tax rates may adversely affect our financial results.
  • Failure to comply with the U.S. Foreign Corrupt Practices Act or other applicable anti-corruption legislation could result in fines, criminal penalties and an adverse effect on our business.

Legal proceedings

From time to time, we may be involved in routine litigation incidental to the conduct of our business. As of December 31, 2025, we were not a party to any material legal proceedings.

The opening of Item 3, Legal Proceedings.14

Sources

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