EX-99.3 6 ex99-3.htm EX-99.3

Exhibit 99.3

UNAUDITED CONDENSED PRO FORMA COMBINED BALANCE SHEET AS OF JUNE 30, 2025

|  | Bio Green Med Solution , Inc. |  |  | Fitters |  |  | Transaction Accounting |  |  | Pro Forma |
|  | (Historical) |  |  | (Historical) |  |  | Adjustments |  |  | Combined |
|  | (in thousands) |
Current Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 4,275 |  |  | $ | 849 |  |  | $ | (1,000 | ) |  | $ | 4,124 |
Inventories |  |  |  |  |  |  | 1,593 |  |  |  |  |  |  |  | 1,593 |
Accounts receivables |  |  |  |  |  |  | 1,364 |  |  |  |  |  |  |  | 1,364 |
Deferred Tax |  |  |  |  |  |  | 75 |  |  |  |  |  |  |  | 75 |
Prepaid & other current assets |  |  | 108 |  |  |  | 1,048 |  |  |  |  |  |  |  | 1,156 |
|  |  | 4,383 |  |  |  | 4,930 |  |  |  | (1,000 | ) |  |  | 8,313 |
Investments And Other Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Property, plant and equipment, net |  |  | 1 |  |  |  | 107 |  |  |  |  |  |  |  | 108 |
ROU Asset |  |  | 17 |  |  |  | 429 |  |  |  |  |  |  |  | 446 |
Goodwill |  |  |  |  |  |  |  |  |  |  | 1,000 |  |  |  | 1,000 |
Investment assets |  |  |  |  |  |  | 72 |  |  |  |  |  |  |  | 72 |
|  |  | 18 |  |  |  | 608 |  |  |  | 1,000 |  |  |  | 1,626 |
Total Assets |  | $ | 4,401 |  |  | $ | 5,538 |  |  | $ | - |  |  | $ | 9,939 |
Current Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Trade payables |  | $ | 221 |  |  | $ | 1,025 |  |  | $ |  |  |  | $ | 1,246 |
Accrued and other current liabilities |  |  | 539 |  |  |  | 11 |  |  |  |  |  |  |  | 550 |
|  |  | 760 |  |  |  | 1,037 |  |  |  | - |  |  |  | 1,797 |
Non-current Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Lease liability |  |  | 10 |  |  |  | - |  |  |  |  |  |  |  | 10 |
Deferred income tax liability |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |
|  |  | 10 |  |  |  | - |  |  |  | - |  |  |  | 10 |
Stockholders’ Equity |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Common Stock |  |  | 2 |  |  |  | 667 |  |  |  | (667 | )(a) |  |  | 2 |
Preferred Stock |  |  | 3 |  |  |  |  |  |  |  |  |  |  |  | 3 |
Additional paid-in capital |  |  | 445,405 |  |  |  | - |  |  |  | 4,929 | (a) |  |  | 450,334 |
Accumulated other comprehensive loss |  |  | - |  |  |  | - |  |  |  |  |  |  |  | - |
Accumulated deficit |  |  | (441,779 | ) |  |  | 3,835 |  |  |  | (4,262 | )(a) |  |  | (442,207 | )
Total Stockholders’ Equity |  |  | 3,631 |  |  |  | 4,501 |  |  |  | 0 |  |  |  | 8,132 |
Total liabilities and stockholders’ equity |  | $ | 4,401 |  |  | $ | 5,538 |  |  | $ | 0 |  |  | $ | 9,939 |

UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2025

|  | Bio Green Med Solution, Inc. |  |  | Fitters |  |  | Transaction Accounting |  |  | Pro Forma |
|  | (Historical) |  |  | (Historical) |  |  | Adjustments |  |  | Combined |
|  | (in thousands) |
Revenues |  |  |  |  |  |  |  |  |  |  |  |
Sales Revenue |  | $ |  |  |  | $ | 501 |  |  | $ |  |  |  | $ | 501 |
Clinical Trial Supply |  |  | - |  |  |  |  |  |  |  |  |  |  |  | - |
Revenues |  |  | - |  |  |  | 501 |  |  |  | - |  |  |  | 501 |
Cost of Sales |  |  |  |  |  |  | 415 |  |  |  |  |  |  |  | 415 |
General & administrative |  |  | 1,249 |  |  |  | 109 |  |  |  | 13 | (b) |  |  | 1,370 |
Research and development |  |  | 68 |  |  |  |  |  |  |  |  |  |  |  | 68 |
Operating Loss |  |  | (1,317 | ) |  |  | (22 | ) |  |  | (13 | ) |  |  | (1,352 | )
Other income (expense), net |  |  | 1 |  |  |  | 70 |  |  |  |  |  |  |  | 71 |
Loss before taxes |  |  | (1,316 | ) |  |  | 47 |  |  |  | (13 | ) |  |  | (1,281 | )
Income tax benefit |  |  | - |  |  |  |  |  |  |  |  |  |  |  | - |
Income tax expense |  |  | (2 | ) |  |  |  |  |  |  |  |  |  |  | (2 | )
Net loss |  | $ | (1,318 | ) |  | $ | 47 |  |  | $ | (13 | ) |  | $ | (1,283 | )
Basic and diluted earnings per common share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net loss per share, continuing operations – basic and diluted |  | $ | (0.98 | ) |  | $ | 0.02 |  |  |  |  |  |  | $ | (0.62 | )
Weighted average common shares outstanding - basic & diluted |  |  | 1,360,626 |  |  |  | 3,000,000 |  |  |  | (2,300,842 | )(c) |  |  | 2,059,784 |

UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2024

|  | Bio Green Med Solution, Inc. |  |  | Fitters |  |  | Transaction Accounting |  |  | Pro Forma |
|  | (Historical) |  |  | (Historical) |  |  | Adjustments |  |  | Combined |
|  | (in thousands) |
Revenues |  |  |  |  |  |  |  |  |  |  |  |
Sales Revenue |  | $ |  |  |  | $ | 1,755 |  |  | $ |  |  |  | $ | 1,755 |
Clinical Trial Supply |  |  | 43 |  |  |  |  |  |  |  |  |  |  |  | 43 |
Revenues |  |  | 43 |  |  |  | 1,755 |  |  |  | - |  |  |  | 1,798 |
Cost of Sales |  |  |  |  |  |  | 1,368 |  |  |  |  |  |  |  | 1,368 |
General & administrative |  |  | 5,392 |  |  |  | 648 |  |  |  | 50 | (d) |  |  | 6,090 |
Research and development |  |  | 6,655 |  |  |  |  |  |  |  |  |  |  |  | 6,655 |
Operating Loss |  |  | (12,004 | ) |  |  | (260 | ) |  |  | (50 | ) |  |  | (12,314 | )
Other income (expense), net |  |  | 10 |  |  |  | 168 |  |  |  |  |  |  |  | 178 |
Loss before taxes |  |  | (11,994 | ) |  |  | (92 | ) |  |  | (50 | ) |  |  | (12,136 | )
Income tax benefit |  |  | 782 |  |  |  |  |  |  |  |  |  |  |  | 782 |
Income tax expense |  |  |  |  |  |  | 11 |  |  |  |  |  |  |  | 11 |
Net loss |  | $ | (11,212 | ) |  | $ | (82 | ) |  | $ | (50 | ) |  | $ | (11,344 | )
Basic and diluted earnings per common share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net loss per share, continuing operations – basic and diluted |  | $ | (502.46 | ) |  | $ | (0.03 | ) |  |  |  |  |  | $ | (27.13 | )
Weighted average common shares outstanding - basic & diluted |  |  | 22,314 |  |  |  | 3,000,000 |  |  |  | (2,604,256 | )(e) |  |  | 418,058 |

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

Note 1. Basis of Presentation

The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method and pursuant to the rules and regulations of the SEC and present the pro forma financial position and results of operations of the combined company based upon historical financial information after giving effect to the transactions, the Fitters acquisition by Bio Green Med Solution, Inc., and transactions and adjustments described in these footnotes.

The acquisition method is based on ASC 805, Business Combinations (“ASC 805”) and uses the fair value concepts defined in ASC 820, Fair Value Measurements (“ASC 820”). ASC 805 requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. In addition, ASC 805 establishes that the consideration transferred is measured at current market price at the consummation of an acquisition. Due to fluctuations in the market price of Bio Green Med Solution, Inc.’s common stock, this requirement will likely result in a valuation of the actual equity consideration that is different from the valuation presented in this unaudited condensed combined pro forma financial information. Certain footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

The unaudited pro forma condensed combined financial statements are presented for informational purposes only. These unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations that would have been achieved had the transaction actually taken place at the dates indicated and do not purport to be indicative of Bio Green Med Solution, Inc’s future financial position or operating results. The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical financial statements described below.

Note 2. Estimate of Purchase Consideration

The following is a preliminary estimate of the consideration expected to be transferred to effect the acquisition of Fitters:

Preliminary allocation of purchase consideration

Common Stock of CYCC Shares O/S as of September 8, 2025 |  |  | 2,798,379 |
19.99% of CYCC Shares: |  |  | 699,158 |
Stock Price as of September 8, 2025 |  | $ | 7.05 |
Total Estimated Purchase Consideration |  | $ | 4,929,061 |
Cash and cash equivalents |  | $ | 849,041 |
Inventories |  |  | 1,593,330 |
Accounts receivables |  |  | 1,363,616 |
Deferred Tax |  |  | 75,244 |
Prepaid & other current assets |  |  | 1,048,405 |
Property, plant and equipment, net |  |  | 107,355 |
ROU Asset |  |  | 428,889 |
Investment assets |  |  | 72,164 |
Trade payables |  |  | (1,025,411 | )
Accrued and other current liabilities |  |  | (11,297 | )
Goodwill |  |  | 427,725 |
Total Estimated Fair Value of Net Assets Acquired |  | $ | 4,929,061 |

Note 3. Pro Forma Adjustments for the Acquisition

The unaudited pro forma condensed combined financial statements give effect to the transaction described above as if it had occurred on June 30, 2025 for purposes of the unaudited pro forma condensed combined balance sheet and January 1, 2024 for purposes of the unaudited pro forma condensed combined statements of operations. The unaudited pro forma condensed combined statements of operations do not include any material non-recurring charges that will arise as a result of the transactions described above. Adjustments in the unaudited pro forma condensed combined financial statements are as follows:

(a) this adjustment reflects the elimination of the historical equity of Fitters and reflects the new equity structure of the combined company, including:

i) issuance of 699,158 shares of common stock to Fitters Parent at a share price of $7.05, being the closing stock price as of September 8, 2025.

ii) recognition of $427,725 goodwill as a result of the fair value of net assets exceeding the estimated purchase consideration.

(b) this adjustment reflects the issuance of new common stock arising as a result of equity consideration:

Weighted average shares CYCC |  |  | 1,360,626 |
Weighted average shares Fitters |  |  | 699,158 |
Weighted average shares Combined |  |  | 2,059,784 |
Weighted average shares Combined |  |  | 2,059,784 |
Less Historical shares CYCC |  |  | (1,360,626 | )
Less Historical shares Fitters |  |  | (3,000,000 | )
Transaction Accounting Adjustment |  |  | (2,300,842 | )

(c) Estimate for additional Audit fees at $12,500 per quarter

(d) this adjustment reflects the elimination of the historical equity of Fitters and reflects the new equity structure of the combined company, including:

i) issuance of 699,158 shares of common stock to Fitters Parent at a share price of $7.05, being the closing stock price as of September 8, 2025.

Weighted average shares CYCC |  |  | 22,314 |
Weighted average shares Fitters |  |  | 395,744 |
Weighted average shares Combined |  |  | 418,058 |
Weighted average shares Combined |  |  | 418,058 |
Less Historical shares CYCC |  |  | (22,314 | )
Less Historical shares Fitters |  |  | (3,000,000 | )
Transaction Accounting Adjustment |  |  | (2,604,256 | )

(e) Estimate for additional Audit fees at $50,000 for full year