--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-25-001087" form_type: "8-K" ticker: "BGMS" cik: "0001130166" company_name: "Bio Green Med Solution, Inc." filed_at: "2025-01-06T23:59:59+00:00" generated_at: "2026-05-28T09:49:31.704605+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Cyclacel: $3.1M private placement, CEO resigns, Lazar appointed interim CEO, board revamp, warrant exchange ## Summary - 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. ## SEC filing metadata - accession: 0001104659-25-001087 - form_type: 8-K - ticker: BGMS - cik: 0001130166 - company_name: Bio Green Med Solution, Inc. - filed_at: 2025-01-06T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 5.02, 3.02, 1.01, 3.03, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1130166/000110465925001087/0001104659-25-001087-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1130166/000110465925001087/tm251961d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-25-001087 - JSON: https://secwatch.observer/filing/0001104659-25-001087.json - Plain text: https://secwatch.observer/filing/0001104659-25-001087.txt ## Key facts - Executive change David E. Lazar was appointed as interim Chief Executive Officer at Bio Green Med Solution, Inc.. - Action: appointed - Role: interim Chief Executive Officer source text: the Board of Directors appointed Mr. Lazar as interim Chief Executive Officer of the Company, effective as of the signing of the Purchase Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1130166/000110465925001087/0001104659-25-001087-index.htm - Executive change Christopher Henney resigned as Director at Bio Green Med Solution, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1130166/000110465925001087/0001104659-25-001087-index.htm - Executive change Avraham Ben-Tzvi was appointed as Director at Bio Green Med Solution, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1130166/000110465925001087/0001104659-25-001087-index.htm - Executive change Kenneth Ferguson resigned as Director at Bio Green Med Solution, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1130166/000110465925001087/0001104659-25-001087-index.htm - Executive change Karin Walker resigned as Director at Bio Green Med Solution, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1130166/000110465925001087/0001104659-25-001087-index.htm - Executive change David Natan was appointed as Director at Bio Green Med Solution, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1130166/000110465925001087/0001104659-25-001087-index.htm - Executive change Spiro Rombotis resigned as Chief Executive Officer at Bio Green Med Solution, Inc.. - Action: resigned - Role: Chief Executive Officer source text: Mr. Spiro Rombotis resigned as Chief Executive Officer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1130166/000110465925001087/0001104659-25-001087-index.htm - Executive change Robert Spiegel resigned as Director at Bio Green Med Solution, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1130166/000110465925001087/0001104659-25-001087-index.htm - Executive change Brian Schwartz resigned as Director at Bio Green Med Solution, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1130166/000110465925001087/0001104659-25-001087-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.