Bio Green Med Solution, Inc.: Form 10-Q for the period ended Sep 30, 2025

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including, without limitation, Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains “forward-looking statements” within the meaning of Section 27A of the Securities Exchange Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend that the forward-looking statements be covered by the safe harbor for forward-looking statements in the Exchange Act. The forward-looking information is based on various factors and was derived using numerous assumptions. All statements, other than statements of historical fact, that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are usually accompanied by words such as “believe,” “anticipate,” “plan,” “seek,” “expect,” “intend” and similar expressions.

Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ materially from those anticipated in the forward looking statements due to a number of factors, including those set forth in Part I, Item 1A, entitled “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2024, as updated and supplemented by Part II, Item 1A, entitled “Risk Factors,” of our Quarterly Reports on Form 10-Q, and elsewhere in this report. These factors as well as other cautionary statements made in this Quarterly Report on Form 10-Q, should be read and understood as being applicable to all related forward-looking statements wherever they appear herein. The forward-looking statements contained in this Quarterly Report on Form 10-Q represent our judgment as of the date hereof. We encourage you to read those descriptions carefully. We caution you not to place undue reliance on the forward-looking statements contained in this report. These statements, like all statements in this report, speak only as of the date of this report (unless an earlier date is indicated) and we undertake no obligation to update or revise the statements except as required by law. Such forward-looking statements are not guarantees of future performance and actual results will likely differ, perhaps materially, from those suggested by such forward-looking statements. In this report, “BGMS,” the “Company,” “we,” “us,” and “our” refer to Bio Green Med Solution, Inc.

Overview

We are a diversified company that was formerly engaged in the biopharmaceutical industry but, as of September 2025, have pivoted our operations to focus on fire safety protection and distribution activities. Specifically, on September 12, 2025, we expanded our business portfolio through the integration of Fitters Sdn. Bhd., a Malaysia-based group specializing in fire protection products and services. Headquartered in Malaysia, Bio Green Med Solution, Inc. is focused on advancing opportunities across these distinct sectors while maintaining its commitment to driving long-term value creation for shareholders. We reported revenues of $81,000 for the nine months ended September 30, 2025 following the acquisition of Fitters. Following the full integration of Fitters Sdn. Bhd., as a wholly owned subsidiary, we anticipate seeing growth in revenues during the fourth quarter of this year.

On January 24, 2025, the Company’s wholly owned United Kingdom subsidiary, Cyclacel Limited, entered into a creditors voluntary liquidation. Upon the commencement of the liquidation of Cyclacel Limited, the Company lost operational and strategic control over Cyclacel Limited, and the financial results of Cyclacel Limited have been deconsolidated from Company as of January 24, 2025. The deconsolidation of the subsidiary resulted in a gain on deconsolidation of approximately $5.0 million shown as other income within the income statement for the period.

In early October 2025, as part of the Company’s efforts to reduce future operating costs, the Company decided to sell its bio-pharmaceutical asset plogosertib (“Plogo”) for $0.3 million, plus the potential for a further potential payment of $170,000 if certain development milestones are met.

The Company will continue to focus on its strategy to explore, identify and diversify its portfolio of business assets.

Going Concern

For the nine months ended September 30, 2025, we used net cash of $4.7 million to fund our operating activities. We have cash and cash equivalents of $3.8 million as of September 30, 2025, which will allow us to meet our liquidity requirements into the first quarter of 2026. However, there remains substantial doubt about our ability to continue as a going concern. We are currently investigating ways to raise additional capital through private equity financing or by entering into a strategic transaction. In the event that we are not able to secure funding, we may be forced to curtail operations, delay or stop ongoing development activities, cease operations altogether, and/or file for bankruptcy.

On February 25, 2025, Nasdaq notified us that we have regained compliance with the equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”), as required by the Nasdaq Hearing Panel’s decision dated October 22, 2024. Following our regaining compliance with the Equity Rule, pursuant to the Nasdaq notice on February 25, 2025, we will be subject to a Mandatory Panel Monitor for a period of one year until February 25, 2026 pursuant to Listing Rule 5815(d)(4)(B).

There is substantial doubt that we can continue as an on-going business for the next twelve months. This is because we have not generated any bio-pharmaceutical related revenues and no bio-pharmaceutical related revenues are anticipated for the foreseeable future. Although we expect our newly acquired subsidiary, Fitters Sdn. Bhd., to be profitable, it is yet to be determined if profits from this division can sustain the entire group. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our business plan.

As a result of the current economic environment, characterized by a global growth slowdown with risks tilted to the downside, and our lack of funding to implement our business plan, our Board of Directors has begun to analyze strategic alternatives available to the Company to continue as a going concern. Such alternatives include raising additional debt or equity financing or consummating a merger or acquisition with a partner that may involve a change in our business plan.

Although our Board of Directors’ preference would be to obtain additional funding to implement our business plan, the Board believes that it must consider all viable strategic alternatives that are in the best interests of our shareholders. Such strategic alternatives include a merger, acquisition, share exchange, asset purchase, or similar transaction. We believe we would be an attractive candidate for such a business combination due to the perceived benefits of being a publicly listed company, thereby providing a transaction partner access to the public marketplace to raise capital.

We plan to acquire complimentary industrial businesses and assets focusing on core manufacturers and suppliers of specific bulk commodity minerals and chemicals distributed to the global manufacturer industry. Our consolidation strategy is to assemble a portfolio of mature and value-add industrial commodities businesses to generate a large portfolio of products and services addressing a common and stable customer base. We believe that smaller, legacy-owned industrial companies will benefit from economies of scale and professional asset allocation. Our acquisition strategy seeks to capitalize on the price differential between public company and private company valuations, while also providing the platform to access capital markets and professional management oversight.

In many instances, it is anticipated that the historical operations of a specific venture may not necessarily be indicative of the potential for the future because of the necessity to substantially shift a marketing approach, expand operations, change product emphasis, change or substantially augment management, or make other changes. We will to some extent be dependent upon the management of a business opportunity to identify such problems and to implement or be primarily responsible for the implementation of required changes. We will not acquire or merge with any company for which audited financial statements could not be obtained. Nonetheless, it may be anticipated that any opportunity in which we determine to participate would present certain risks to our shareholders. Risks might include the track record of management’s effectiveness, failures to establish a consistent market for products or services, development stage, or to realize profits. Many more of these risks may not be adequately identified prior to the selection of a specific opportunity, and our shareholders must, therefore, depend on the ability of management to identify and evaluate such risks as such become evident.

We will not restrict our consideration to any particular business or industry segment, and might consider, among others, finance, brokerage, insurance, transportation, communications, research and development, biotechnology, service, natural resources, manufacturing, or technology. Management recognizes that the Company’s inadequate financial resources limit the scope and number of suitable business venture candidates that might otherwise be available. The decision to participate in a specific business opportunity will be made upon management’s analysis of the quality of the other firm’s management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological changes and numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria.

We will not be able to develop any identified business opportunities without additional financing. Our board of directors and management are actively pursuing financing to maintain operations while we evaluate potential businesses. To obtain such financing, we may become a party to a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another entity or may purchase the stock or assets of an existing business. In the event a merger or acquisition were to occur, our shareholders would in all likelihood hold a lesser percentage ownership interest in the Company following such merger or acquisition. The percentage ownership of existing shareholders may be subject to a significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant substantial dilutive effect on the percentage of shares held by the Company’s present shareholders.

Liquidity and Capital Resources

The following is a summary of our key liquidity measures as of September 30, 2025 and 2024 (in $000s):

Since our inception, we have relied primarily on the proceeds from sales of common and preferred equity securities to finance our operations and internal growth. Additional funding has come through research and development tax credits, government grants, the sale of product rights, interest on investments and licensing revenue. We have incurred significant losses since our inception. As of September 30, 2025, we had an accumulated deficit of $444.3 million.

Cash Flows

Cash from operating, investing and financing activities for the nine months ended September 30, 2025 and 2024 is summarized as follows (in $000s):

Operating activities

Net cash used in operating activities decreased by $1.9 million, from $6.6 million for the nine months ended September 30, 2024 to $4.7 million for the nine months ended September 30, 2025. The decrease in cash used by operating activities was primarily due to a decrease in net loss of $5.8 million, offset by changes in our working capital.

Investing activities

Net cash used by investing activities was $0 for each of the nine months ended September 30, 2025 and 2024.

Financing activities

Net cash provided by financing activities was $5.5 million for the nine months ended September 30, 2025 as a direct result of receiving approximately $6.6 million, net of expenses, from the issuance of preferred stock under Securities Purchase Agreements following a change of control of the Company. This was offset by a payment of $1.1 million under the November 2024 Warrant Exchange Agreement, as amended.

Net cash used in financing activities was $6.2 million for the nine months ended September 30, 2024 a direct result of receiving approximately $6.2 million, net of expenses, from the issuance of common stock and warrants under a Securities Purchase Agreement with an institutional investor.

Funding Requirements and Going Concern

We do not currently have sufficient funds to sustain our operations to one year after the date that the financial statements are issued. Current business and capital market risks could have a detrimental effect on the availability of sources of funding and our ability to access them in the future.

Until we can generate a sufficient amount of product revenue to finance our cash requirements, which we may never do, we expect to finance future cash needs primarily through public or private equity offerings, debt financings or strategic collaborations. Although we are not reliant on institutional credit finance and therefore not subject to debt covenant compliance requirements or potential withdrawal of credit by banks, we are reliant on the availability of funds and activity in equity markets. We do not know whether additional funding will be available on acceptable terms, or at all.

Since our inception, we have relied primarily on the proceeds from sales of common and preferred equity securities to finance our operations and internal growth. Additional funding has come through research and development tax credits, government grants, the sale of product rights, interest on investments, licensing revenue, royalty income, and a limited amount of product revenue from operations discontinued in September 2012.

As discussed in Note 2 of the Notes to the Consolidated Financial Statements accompanying this Quarterly Report on Form 10-Q, under ASC Topic 205-40, Presentation of Financial Statements - Going Concern, management is required at each reporting period to evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued.

Our history of losses, our negative cash flows from operations, our liquidity resources currently on hand, and our dependence on the ability to obtain additional financing to fund our operations after the current resources are exhausted, about which there can be no certainty, have resulted in our assessment that there is substantial doubt about our ability to continue as a going concern for a period of at least twelve months from the issuance date of this Quarterly Report on Form 10-Q. We are currently investigating ways to raise additional capital through private equity financing or by entering into a strategic transaction. In the event that we are not able to secure funding, we may be forced to curtail operations, delay or stop ongoing development activities, cease operations altogether, and/or file for bankruptcy. In such event, our stockholders may lose their entire investment in our company.

Results of Operations

Nine Months Ended September 30, 2025 and 2024

Revenues

We recognized $81,000 of revenue for the three and nine months ended September 30, 2025 and $10,000 and $43,000 of revenue for the three and nine months ended September 30, 2024, respectively. Revenue recognized in the current periods relate to product revenues from sales of fire safety equipment and services within the newly acquired Malaysian-based subsidiary Fitters Sdn. Bhd. Revenue recognized in the prior periods related to recovery of clinical manufacturing costs associated with an investigator sponsored study managed by Cedars-Sinai Medical Center.

We do not expect to report revenue from research and development activities for the foreseeable future. However, following the full integration of Fitters Sdn. Bhd., as a wholly owned subsidiary, we anticipate seeing growth in revenues during the fourth quarter of this year.

Cost of sales

We recognized $64,000 cost of sales for the three and nine months ended September 30, 2025 and $0 for the three and nine months ended September 30, 2024. This cost of sales is related to product revenue generated by Fitters Sdn. Bhd., our newly acquired Malaysian based subsidiary specializing in fire safety products and services.

We expect to report increased cost of sales expenditures during the fourth quarter of this year.

Research and Development Expenses

From our inception through early 2025, we focused on drug discovery and development programs, with a particular emphasis on orally available anticancer agents. Historically, our research and development expenses have represented costs incurred to discover and develop novel small molecule therapeutics.

The following table provides information with respect to our research and development expenditures for the three and nine months ended September 30, 2025 and 2024 (in $000s except percentages):

Total research and development expenses represented under 12% and 57% of our operating expenses for the nine months ended September 30, 2025 and 2024, respectively.

Research and development expenses decreased by $4.9 million from $5.8 million for the nine months ended September 30, 2024 to $0.9 million for the nine months ended September 30, 2025. Expenditure for the transcriptional regulation program ceased as a result of the Company’s UK subsidiary, Cyclacel Limited, being liquidated on January 24, 2025. Research and development expenses relating to plogosertib decreased by $1.2 million relative to the respective comparative period while we paused our clinical trials and explored alternative salt, oral formulation with improved bioavailability.

The future

Following the liquidation of the Cyclacel Limited, and therefore the loss of ownership of our transcriptional regulation program, coupled with the sale of our remaining anti-mitotic asset, plogosertib in early October 2025, we do not expect to incur material research and development expenditures prospectively.

General and Administrative Expenses

General and administrative expenses include costs for administrative personnel, legal and other professional expenses and general corporate expenses. The following table summarizes the general and administrative expenses for the three and nine months ended September 30, 2025 and 2024 (in $000s except percentages):

Total general and administrative expenses represented 87% and 43% of our operating expenses for the nine months ended September 30, 2025 and 2024, respectively.

General and administrative expenses increased by approximately $2.0 million from $4.4 million for the nine months ended September 30, 2024 to $6.5 million for the nine months ended September 30, 2025, due to several one-time costs associated with the two changes of control of the Company; primarily stock compensation expense of $1.3 million, D&O insurance costs of $0.7 million, and compensation expense of $0.3 million.

The future

We expect general and administrative expenditures for the year ended December 31, 2025 to be higher than our expenditures for the year ended December 31, 2024, due to the various one-time costs associated with the two changes of control of the Company during the first half of the current year. Furthermore, we anticipate our overall expenditures to increase modestly during the fourth quarter of this year following the full integration of Fitters Sdn. Bhd.

Other (expense) income, net

The following table summarizes other (expense) income, net for the three and nine months ended September 30, 2025 and 2024 (in $000 except percentages):

9

Total other income increased by 4.9 million from $40,000 for the nine months ended September 30, 2024 to $5.0 million for the nine months ended September 30, 2025. The liquidation of our formerly wholly owned subsidiary and the subsequent deconsolidation thereof in January 2025 resulted in a $4.9 million gain on deconsolidation. Other income for the nine months ended September 30, 2025 relates to royalties receivable under a December 2005 Asset Purchase Agreement, or APA, whereby Xcyte Therapies, Inc., or Xcyte (a business acquired by us in March 2006) sold certain assets and intellectual property to ThermoFisher Scientific Company, or TSC (formerly Invitrogen Corporation) through the APA and other related agreements. The assets and technology were not part of our product development plan following the transaction between Xcyte and Cyclacel in March 2006. Accordingly, we presented $2,000 and $52,000 as other income arising from royalties from the APA during each of the nine months ended September 30, 2025 and 2024, respectively.

Foreign exchange gains (losses)

Foreign exchange losses increased by $31,000, from a gain of $6,000 for the nine months ended September 30, 2024, to a loss of $25,000 for the nine months ended September 30, 2025.

The future

Other income (expense), net for the year ended December 31, 2025, will continue to be impacted by changes in the receipt of income under the APA. As we are not in control of sales made by TSC, we are unable to estimate the level and timing of income under the APA, if any.

As a result of the liquidation of the UK subsidiary in January 2025, the intercompany loans have been forgiven. The accumulated translation adjustments previously recorded in other comprehensive income within equity have been reclassified from accumulated other comprehensive income and recorded as part of the gain/loss from deconsolidation of the subsidiary. Foreign exchange gains and losses relating to ordinary operating expenditure, which is expected to be settled in the foreseeable future, will be recognized within the statement of operations.

Income Tax Benefit

Credit is taken for research and development tax credits, which are claimed from the United Kingdom’s revenue and customs authority, or HMRC, in respect of qualifying research and development costs incurred.

The following table summarizes total income tax benefit for the three and nine months ended September 30, 2025 and 2024 (in $000s except percentages):

The total income tax charge was $2,000 during the nine months ended September 30, 2025, compared to tax benefit of $2.0 million for the nine months ended September 30, 2024 which comprised of research and development tax credits recoverable, following the liquidation of the UK Subsidiary and the subsequent loss of eligibility for recoverable tax credits as a result thereof. The level of tax credits recoverable is linked directly to qualifying research and development expenditure incurred in any one year and the availability of trading losses.

The future

Following the liquidation of the UK Subsidiary, we are no longer eligible to receive United Kingdom research and development tax credits for the year ending December 31, 2025.

Critical Accounting Policies and Estimates

Our critical accounting policies are those policies which require the most significant judgments and estimates in the preparation of our consolidated financial statements. We evaluate our estimates, judgments, and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. A summary of our critical accounting policies is presented in Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2024 and Note 2 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. There have been no material changes to our critical accounting policies during the nine months ended September 30, 2025.

Under the supervision and with the participation of our management, including our chief executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness, as of September 30, 2025, of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Based upon such evaluation, our chief executive officer and principal financial and accounting officer have concluded that, as of September 30, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that the information we are required to disclose in our filings with the Securities and Exchange Commission, or SEC, under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our chief executive officer and principal financial and accounting officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

Following the acquisition of Fitters Sdn. Bhd. on September 12, 2025, there have been some changes in internal control over financial reporting. However, these changes have not materially affected our internal controls over financial reporting for the quarter ended September 30, 2025. As we progress with our integration of Fitters, we will continue to evaluate our internal controls processes to ascertain if any changes have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Inherent Limitation on the Effectiveness of Internal Controls

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute, assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot ensure that such improvements will be sufficient to provide us with effective internal control over financial reporting.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in the sections titled sections titled “Risk Factors Summary” and “Item 1A. Risk Factors” in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on April 2, 2025 (the “2024 Form 10-K”), which could materially affect our business, financial condition or future results. The risk factors disclosure in the 2024 Form 10-K is qualified by the information in this Quarterly Report on Form 10-Q. The risks described in the 2024 Form 10–K are not our only risks. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. The risk factors set forth below represent new risk factors or those containing changes to the similarly titled risk factor included in “Item 1.A Risk Factors” of the 2024 Form 10-K.

We issued a significant number of shares as consideration for the Transaction, which has diluted existing stockholders and may depress the market price of our common stock. On May 6, 2025, and as amended on July 7, 2025, the Company entered into an Exchange Agreement (collectively, the “Exchange Agreement”) with FITTERS Diversified Berhad (9318.KL; “FITTERS”), an investment holding company engaged, through its subsidiaries, in the business of the sale of fire safety materials, equipment and fire prevention systems, “Waste-To-Resource” services and real estate development and construction. On September 12, 2025, the Company completed the transaction contemplated by the Exchange Agreement and Fitters Sdn. Bhd., a Malaysia-based private limited company (“Fitters Sub”) became a wholly-owned subsidiary of the Company. As part of the Transaction, the Company issued shares of its common stock representing approximately 19.99% of our outstanding common stock immediately prior to closing to FITTERS. This issuance has diluted the ownership interests of our existing stockholders. The issuance has also increased the number of shares available for trading, which may create selling pressure and could depress the market price of our common stock.

The recipient of the newly issued shares now holds a significant minority position and may exert influence over matters requiring stockholder approval, which could conflict with the interests of our other stockholders. As a result of the Transaction consideration structure, FITTERS or its designees hold a significant minority stake in the Company. This level of ownership may allow such holder to influence the outcome of matters submitted to stockholders, including the election of directors and the approval of strategic transactions. The interests of this holder may diverge from, and may conflict with, the interests of our other stockholders, which could affect corporate governance, strategic direction and our ability to pursue certain transactions or financing alternatives.

We may not realize the anticipated benefits of the Transaction within the expected time frame, or at all. The success of the Transaction will depend, in part, on our ability to integrate Fitters Sub efficiently and effectively, retain key personnel, maintain relationships with customers and suppliers, and achieve the expected strategic, operational and financial synergies. The integration process may be complex, time-consuming and expensive, and may disrupt our existing business and Fitters Sub. We may experience challenges related to systems integration, process alignment, cultural differences, retention of employees, conflicting priorities, diversion of management attention and the coordination of geographically dispersed operations. If we are unable to successfully integrate Fitters Sub, or if Fitters Sub underperforms relative to our expectations, we may not realize the anticipated benefits of the Transaction, which could adversely affect our business, financial condition and results of operations.

The Transaction may expose us to unknown or contingent liabilities, which could adversely affect our business and financial condition. Fitters Sub may have liabilities that we failed to discover or were unable to quantify in our due diligence, including liabilities for tax, regulatory compliance, product warranties, intellectual property, environmental matters, cybersecurity and data privacy, employment and pension obligations, contract disputes and litigation. Unexpected liabilities could result in additional costs, increased reserves, reduced cash flows and harm to our reputation.

Purchase accounting and related fair value measurements may increase volatility in our reported results and could lead to significant non-cash charges, including potential goodwill impairment. We are required to apply the acquisition method of accounting under accounting principles generally accepted in the United States, or “U.S. GAAP” to the Transaction, which involves identifying and valuing acquired assets and assumed liabilities, including intangible assets, as of the closing date and during the measurement period. These valuations are complex and involve significant judgment and assumptions, including forecasted revenues, margins, customer attrition, discount rates and useful lives. Changes in estimates during the measurement period or thereafter could result in adjustments to the carrying values of assets and liabilities, amortization expense and contingent consideration remeasurement gains or losses, which may cause volatility in our reported results. If the performance of Fitters Sub or macroeconomic conditions deteriorate relative to our expectations, we may be required to record impairment charges to goodwill or other intangible assets, which could be material and adversely affect our results of operations.

The Transaction may increase our exposure to regulatory, compliance, cybersecurity and data privacy risks, including in jurisdictions or industries where we have limited prior experience. Fitters Sub operates in different markets from the Company and may subject the Company to regulatory regimes, licensing requirements, industry standards and data protection obligations that differ from or are more stringent than those applicable to our pre-existing operations. Integrating compliance programs, controls and information security measures may be challenging and costly, and we may face increased scrutiny from regulators, auditors and customers. Any failure to comply with applicable laws and regulations, to remediate identified control deficiencies or to prevent security incidents or data breaches could result in fines, penalties, remediation costs, litigation, reputational damage and the loss of customers.

Integration of Fitters Sub increases the complexity of our internal controls over financial reporting; any failure to maintain effective controls could result in errors, misstatements or regulatory scrutiny. As we integrate Fitters Sub, we must design and implement internal controls, disclosure controls and procedures that are appropriate for the combined enterprise. This integration can be resource-intensive and may expose gaps or weaknesses in controls, particularly where Fitters Sub previously had different systems, processes or control environments. If we identify a material weakness or significant deficiency, or if we otherwise fail to maintain effective internal control over financial reporting, we could experience errors in financial reporting, restatements, delayed filings, increased audit and compliance costs, loss of investor confidence and a decline in our stock price.

The Transaction and associated equity issuance may limit our strategic flexibility and increase our financing risks. The consideration structure and integration commitments may restrict our ability to pursue other strategic transactions, share repurchases or capital allocation priorities. If the Transaction does not generate anticipated cash flows, we may need to obtain additional financing to support ongoing operations or integration efforts. Market conditions, our leverage profile, investor perceptions and any covenants in our credit facilities could limit our access to capital or increase our cost of capital. Any such limitations could constrain our growth initiatives and adversely affect our business.

Significant resales of our common stock by FITTERS or its affiliates, or the perception that such resales could occur, may adversely affect the market price of our common stock. Following the Transaction, FITTERS or its affiliates hold a substantial block of our common stock. If these stockholders sell a significant number of shares in a short period of time, or if the market perceives that such sales may occur upon expiration of any lock-up, leak-out or contractual restrictions, the market price of our common stock could decline. In addition, if we have agreed to provide registration rights to such holders, the filing of a resale registration statement could increase the likelihood of sales and create an overhang on our common stock.

We may face litigation, regulatory inquiries or disputes arising from the Transaction, which could be costly, time-consuming and disruptive. Stockholders, counterparties, employees, customers or other stakeholders may challenge aspects of the Transaction, including its terms, disclosures, integration processes or effects on stakeholders. We also may have disputes with the seller regarding purchase price adjustments, representations and warranties, indemnification obligations, earn-out calculations and other post-closing matters. Any litigation, arbitration or regulatory inquiry could result in significant costs, diversion of management attention, reputational harm, and, if resolved adversely, monetary damages or other remedies.

Adverse tax consequences resulting from the Transaction could increase our tax expense and reduce our cash flows. The tax treatment of the Transaction and related transactions is complex and depends on our and Fitters Sub’s facts and circumstances. We may incur unexpected tax liabilities, lose tax attributes, or face limitations on the use of net operating losses or credits. Changes in tax laws, regulations or interpretations, or in the jurisdictions in which we operate post-Acquisition, could further increase our tax expense. Any of these outcomes could adversely affect our net income and cash flows.

The combined company may be more exposed to macroeconomic, industry-specific and geographic risks than our legacy business. Fitters Sub operates in different markets from the Company and may subject the Company to different demand cycles, pricing dynamics, competitive pressures, supply chain constraints or geopolitical risks than the Company’s historical operations. As a result, the Company’s overall risk profile may change, and its results of operations may become more sensitive to factors beyond its prior experience, including fluctuations in input costs, customer concentration, regulatory changes, foreign exchange rates and geopolitical events.