8-K
filed January 6, 2025, 6:59 PM ET
ticker BGMS
CIK 0001130166
other material
confidence high
sentiment neutral
materiality 0.90
Cyclacel: $3.1M private placement, CEO resigns, Lazar appointed interim CEO, board revamp, warrant exchange
Bio Green Med Solution, Inc.
- David E. Lazar invests $3.1M for 1M Series C (convertible at 2.65:1) and 2.1M Series D (110:1) preferred shares.
- CEO Spiro Rombotis resigns; David Lazar appointed interim CEO; five directors resign, replaced by Natan and Ben-Tzvi.
- Company exchanges 24.8M warrants for 24.8M common shares plus $1.1M cash from an institutional holder.
- Special meeting by Feb 15, 2025 to vote on stock issuance, reverse split (1:4-1:16), authorized shares to 250M, equity plan increase.
- Proceeds used to repay liabilities and for general corporate purposes; cash must support at least three months post-closing.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
David E. Lazar was appointed as interim Chief Executive Officer at Bio Green Med Solution, Inc..
- Action
- appointed
- Role
- interim Chief Executive Officer
Exact text from the filing
the Board of Directors appointed Mr. Lazar as interim Chief Executive Officer of the Company, effective as of the signing of the Purchase Agreement.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher Henney resigned as Director at Bio Green Med Solution, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Dr. Robert Spiegel, Dr. Christopher Henney, Dr. Brian Schwartz, Dr. Kenneth Ferguson and Ms. Karin Walker (together, the "Resigning Directors") resigned effective as of the signing of the Purchase Agreement.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Avraham Ben-Tzvi was appointed as Director at Bio Green Med Solution, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
The Board of Directors also appointed Messrs. David Natan and Avraham Ben-Tzvi as members of the Board of Directors, effective as of the signing of the Purchase Agreement and as of January 5, 2025, respectively.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kenneth Ferguson resigned as Director at Bio Green Med Solution, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Dr. Robert Spiegel, Dr. Christopher Henney, Dr. Brian Schwartz, Dr. Kenneth Ferguson and Ms. Karin Walker (together, the "Resigning Directors") resigned effective as of the signing of the Purchase Agreement.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Karin Walker resigned as Director at Bio Green Med Solution, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Dr. Robert Spiegel, Dr. Christopher Henney, Dr. Brian Schwartz, Dr. Kenneth Ferguson and Ms. Karin Walker (together, the "Resigning Directors") resigned effective as of the signing of the Purchase Agreement.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Natan was appointed as Director at Bio Green Med Solution, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
The Board of Directors also appointed Messrs. David Natan and Avraham Ben-Tzvi as members of the Board of Directors, effective as of the signing of the Purchase Agreement and as of January 5, 2025, respectively.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Spiro Rombotis resigned as Chief Executive Officer at Bio Green Med Solution, Inc..
- Action
- resigned
- Role
- Chief Executive Officer
Exact text from the filing
Mr. Spiro Rombotis resigned as Chief Executive Officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert Spiegel resigned as Director at Bio Green Med Solution, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Dr. Robert Spiegel, Dr. Christopher Henney, Dr. Brian Schwartz, Dr. Kenneth Ferguson and Ms. Karin Walker (together, the "Resigning Directors") resigned effective as of the signing of the Purchase Agreement.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brian Schwartz resigned as Director at Bio Green Med Solution, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Dr. Robert Spiegel, Dr. Christopher Henney, Dr. Brian Schwartz, Dr. Kenneth Ferguson and Ms. Karin Walker (together, the "Resigning Directors") resigned effective as of the signing of the Purchase Agreement.
View on SEC.gov
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