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BIO GREEN MED SOLUTION REPORTS SECOND QUARTER FINANCIAL RESULTS AND PROVIDES BUSINESS UPDATE

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Bio Green Med Solution (NASDAQ: BGMS) reported second quarter 2026 results and strategic updates. Fire safety product revenue for the quarter ended June 30, 2026 was $336,000, generating cost of sales of $257,000 and a gross margin of approximately 23%. Net loss from continuing operations narrowed to $405,000 from $1.25 million in the prior-year period, primarily driven by a reduction in general and administrative expenses to $497,000 from $1.249 million.

Cash and cash equivalents were $3.8 million at June 30, 2026, up from $3.5 million at December 31, 2025, and the company estimates current resources will fund planned expenditure into the first quarter of 2027. BGMS entered into a Business Combination Agreement with Future NRG, under which Future NRG shareholders are expected to own more than 99% of the combined company after closing, subject to conditions. The company also signed a Securities Purchase Agreement for 1,103,338 common shares at $0.72 per share, for gross proceeds of approximately $794,403, and declared a quarterly cash dividend of $0.15 per share on its 6% Convertible Exchangeable Preferred Stock, paid August 1, 2026.

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Positive

  • Net loss reduced to $405k from $1.318m year over year
  • G&A expenses cut to $497k from $1.249m
  • Equity financing raised $794k via 1.10m shares at $0.72
  • Cash balance increased to $3.79m from $3.51m
  • Estimated cash runway extends into first quarter of 2027
  • Stockholders’ equity rose to $7.16m while liabilities fell to $694k

Negative

  • Continuing operations still generated a $405k net loss in Q2 2026
  • Common shareholders face dilution from 1.10m new shares issued at $0.72
  • Future NRG Exchange expected to leave pre-Exchange holders under 1% ownership
  • Revenue base remains modest at $336k against $754k operating expenses

Market Context

The tag-specific earnings record averaged -1.18% across three events, adding a mixed historical comp...
Analysis

The tag-specific earnings record averaged -1.18% across three events, adding a mixed historical comparator to this quarter’s improved loss and cash disclosures. The pending exchange, financing terms, and closing conditions remained important risks to monitor.

Key Figures

Fire-safety product revenue: $336,000 Gross margin: approximately 23% Net loss: $0.4 million +5 more
8 metrics
Fire-safety product revenue $336,000 Three months ended June 30, 2026
Gross margin approximately 23% Fire-safety product revenue
Net loss $0.4 million Three months ended June 30, 2026, versus $1.3 million prior year
Cash and equivalents $3.8 million June 30, 2026, versus $3.5 million at December 31, 2025
Operating cash use $0.4 million Three months ended June 30, 2026
Cash runway first quarter of 2027 Company estimate based on current cash resources
Common shares purchased 1,103,338 shares at $0.72 per share Securities Purchase Agreement
Aggregate gross proceeds $794,403 Securities Purchase Agreement

Previous Earnings Reports

3 past events · Latest: May 14 (Positive)
Same Type Pattern 3 events
Date Event Sentiment 24h Move Catalyst
May 14 First-quarter earnings Positive -5.1% Revenue and loss improvement were accompanied by a negative 24-hour price reaction.
Mar 30 Full-year earnings Positive +3.8% Cash runway and fire-safety revenue disclosures accompanied a positive 24-hour price reaction.
Nov 13 Third-quarter earnings Negative -2.2% Going-concern concerns and operating losses accompanied a negative 24-hour price reaction.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Tag-specific earnings reactions were mixed, averaging -1.18%, with one negative reaction and two positive reactions across the available events.

Key Terms

business combination agreement, securities purchase agreement, convertible exchangeable preferred stock, pro forma basis, +1 more
5 terms
business combination agreement financial
"entered into a Business Combination Agreement (the “BCA”)"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
securities purchase agreement financial
"entered into a Securities Purchase Agreement with certain foreign"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
convertible exchangeable preferred stock financial
"on the Company’s 6% Convertible Exchangeable Preferred Stock"
A convertible exchangeable preferred stock is a hybrid investment that pays fixed, higher-priority dividends like a bond but can later be swapped either into common shares of the issuing company or into shares of another specified company. Think of it like a coupon that gives steady income now and the option to trade it for stock later, which can boost returns but also dilute existing shareholders; investors care because it changes potential upside, income stability and ownership stakes.
pro forma basis financial
"calculated in accordance with the exchange ratio formula in the BCA, on a pro forma basis"
An accounting presentation that shows financial results after removing, adding, or adjusting items to reflect certain assumptions or hypothetical situations, such as excluding one-time charges or showing combined results after a merger. It matters to investors because it offers a clearer view of recurring performance or how results would look under specific scenarios, like comparing scores after neutralizing one-off events—similar to looking at a cleaned-up version of a household budget to see regular living costs.
accredited investors regulatory
"with certain foreign accredited investors"
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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KUALA LUMPUR, MALAYSIA, Aug. 12, 2026 (GLOBE NEWSWIRE) -- Bio Green Med Solution, Inc. (NASDAQ: BGMS; "BGMS" or the "Company"), a diversified company engaged primarily in the provision of fire safety protection and distribution activities, today announced second quarter financial results and provided a business update.

Highlights of the second quarter ended June 30, 2026, or in some cases shortly thereafter, include:

  • In June, the Company, Future NRG Sdn. Bhd., a Malaysia private limited company (“FNRG”) and each of the shareholders of FNRG (the “Selling Shareholders”), entered into a Business Combination Agreement (the “BCA”), pursuant to which the Selling Shareholders will voluntarily exchange all of their ordinary shares in FNRG for shares of common stock, par value $0.001 of the Company (the “Exchange Shares”), resulting in FNRG becoming a wholly owned subsidiary of the Company (the “Exchange”). At the closing of the Exchange: each then-outstanding ordinary share of FNRG will be converted into the right to receive a number of Exchange Shares calculated in accordance with the exchange ratio formula in the BCA, on a pro forma basis and based upon the number of Exchange Shares to be issued in the Exchange, the Selling Shareholders will own approximately more than 99% of the combined company and pre-Exchange Company stockholders will own less than 1% of the combined company. The BCA contains certain closing conditions and termination rights of each of the Company and FNRG.
  • In June, the Company entered into a Securities Purchase Agreement with certain foreign accredited investors, pursuant to which the investors agreed to purchase from the Company an aggregate of 1,103,338 shares of Common Stock, par value $0.001 of the Company at a purchase price of $0.72 per share for aggregate gross proceeds of $794,403, subject to the terms and conditions of the Purchase Agreement.
  • In July, the Board of Directors of the Company declared a quarterly cash dividend of $0.15 per share on the Company’s 6% Convertible Exchangeable Preferred Stock, which cash dividend was paid on August 1, 2026, to holders of record as of the close of business on July 23, 2026.

“During the second quarter, we continued to sharpen our focus on our fire safety protection and distribution business while maintaining disciplined cost and cash management. Our fire safety business generated $336,000 in product revenue and yielded a gross margin of approximately 23%, while our net loss improved to $0.4 million from $1.3 million in the prior-year period,” said Datuk Dr. Doris Wong Sing Ee, Chief Executive Officer. “We also entered into a Business Combination Agreement with Future NRG and a Securities Purchase Agreement with certain foreign accredited investors. Under the Securities Purchase Agreement, the investors agreed to purchase shares for aggregate gross proceeds of approximately $0.8 million, subject to its terms and conditions. We believe these developments may support our strategy and long-term value creation as we continue to execute in the fire safety sector. The completion of the Exchange remains subject to the closing conditions and termination rights set forth in the BCA, and our forward-looking statements are subject to the risks and uncertainties described below.”

Financial Highlights

As of June 30, 2026, cash and cash equivalents totaled $3.8 million, compared to $3.5 million as of December 31, 2025.

Net cash used in operating activities was $0.4 million for the three months ended June 30, 2026. The Company estimates that its current cash resources will fund planned expenditure into the first quarter of 2027.

Following the acquisition of Fitters Sdn. Bhd. on September 12, 2025, product revenue from sales and distribution of fire safety equipment was $336,000 for the three months ended June 30, 2026.

Cost of sales related to sales and distribution of fire safety equipment was $257,000 for the three months ended June 30, 2026, yielding a gross margin of approximately 23%

General and administrative expenses decreased by approximately $0.7 million from $1.2 million for the three months ended June 30, 2025 to $0.5 million for the three months ended June 30, 2026, due to several one-time costs associated with the two change of control transactions of the Company during 2025 and lower operating costs of the company under current management.

Total other income, net, for the three months ended June 30, 2026, increased by approximately $21,000 from $1,000 for the three months ended June 30, 2025 to $22,000 for the three months ended June 30, 2026, due largely to foreign exchange gains.

Income tax provision for the three months ended June 30, 2026, increased by approximately $7,000, from $2,000 for the three months ended June 30, 2025 to $9,000 for the three months ended June 30, 2026 and related to our fire safety business, acquired in September 2025.

Net loss from discontinued operations was $68,000 for the three months ended June 30, 2025 and is related to our former operations from biopharmaceutical activities. There was no activity from discontinued operations in the current period.

Net loss for the three months ended June 30, 2026, was $0.4 million, compared to $1.3 million for the same period in 2025.

About Bio Green Med Solution, Inc.

BGMS is a diversified company that was formerly engaged in the biopharmaceutical industry but as of September 2025 has shifted its operations to focus on provision of fire safety protection and distribution activities. Specifically, on September 12, 2025, the Company completed its acquisition of Fitters Sdn. Bhd., a Malaysia-based group specializing in fire protection products and services. The Company is now focused on advancing opportunities across these distinct sectors whilst maintaining its commitment to driving long-term value creation for shareholders. For additional information, please visit www.bgmsglobal.com

Forward-looking Statements

Except for historical information, certain matters discussed in this press release may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance and involve various assumptions, known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or other comparable words. Actual results, performance or outcomes may differ materially from those expressed or implied by these forward-looking statements and may not align with historical performance and events due to a number of factors, including those discussed in the sections of our annual report on Form 10-K entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors,” and those discussed in our Form 10-Q quarterly reports filed after such annual report. BGMS’s SEC filings are readily obtainable at no charge at www.sec.gov, as well as on its own investor relations website at https://investor.bgmsglobal.com/sec-filings. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements, and caution should be exercised against placing undue reliance upon such statements, which are based only on information currently available to us and speak only as of the date hereof. We are under no duty to update publicly any of the forward-looking statements after the date of this earnings press release, whether as a result of new information, future events or otherwise, except as required by law.

SOURCE:
Bio Green Med Solution, Inc.
info@bgmsglobal.com

BIO GREEN MED SOLUTION, INC. 
CONSOLIDATED STATEMENTS OF OPERATIONS (LOSS)
(In $000s, except share and per share amounts) 

  Three Months Ended 
  June 30, 
  2026  2025 
       
Revenues:        
 Product revenue - fire safety $336  $- 
Revenues $336  $- 
         
Operating expenses:        
 Cost of sales  257   - 
 General and administrative  497   1,249 
Total operating expenses  754   1,249 
Operating loss  (418)  (1,249)
Other income (expense):        
 Foreign exchange gains (losses)  (18)  (3)
 Interest income  9   2 
 Other income, net  31   2 
Total other income, net  22   1 
Loss from continuing operations before taxes  (396)  (1,248)
Income tax provision  (9)  (2)
Net loss from continuing operations  (405)  (1,250)
Discontinued operations:        
 Operating losses from discontinued operations  -   (68)
Net income from discontinued operations  -   (68)
Net loss  (405)  (1,318)
 Dividend on convertible exchangeable preferred shares  (20)  (20)
Net loss applicable to common shareholders $(425) $(1,338)
Basic and diluted earnings per common share:        
 Net loss per share, continuing operations – basic and diluted (common shareholders) $(0.08) $(0.93)
 Net income per share, discontinued operations – basic and diluted (common shareholders) $-  $(0.05)
         
 Weighted average common shares outstanding  5,598,701   1,360,626 


BIO GREEN MED SOLUTION, INC.

CONSOLIDATED BALANCE SHEET 
(In $000s, except share, per share, and liquidation preference amounts)

  June 30, 2026  December 31, 2025 
       
ASSETS        
Current assets:        
 Cash and cash equivalents $3,790  $3,505 
 Inventory  972   1,384 
 Accounts receivable  1,074   1,257 
 Prepaid expenses and other current assets  133   110 
Total current assets  5,969   6,256 
         
Property and equipment, net
Property and equipment, net
  136   137 
 Right-of-use lease asset  7   12 
 Goodwill  1,570   1,570 
Property and equipment, net
Non-current deposits
  172   210 
Total assets $7,854  $8,185 
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
 Accounts payable $189  $617 
 Accrued and other current liabilities  503   715 
Total current liabilities  692   1,332 
Lease liability  -   2 
Other liabilities  2   9 
Total liabilities  694   1,343 
         
Stockholders’ equity  7,160   6,842 
 Total liabilities and stockholders’ equity $7,854  $8,185 



FAQ

How did Bio Green Med Solution (NASDAQ: BGMS) perform financially in Q2 2026?

Bio Green Med Solution reported Q2 2026 fire safety product revenue of $336,000 and a net loss from continuing operations of $405,000. According to BGMS, lower general and administrative expenses helped narrow the loss compared with $1.25 million in the prior-year period.

What is the Business Combination Agreement between BGMS and Future NRG announced in June 2026?

BGMS entered a Business Combination Agreement where Future NRG shareholders will exchange all their shares for BGMS common stock. According to BGMS, Future NRG shareholders are expected to own more than 99% of the combined company post-closing, subject to closing conditions and termination rights.

How much capital did BGMS raise through its June 2026 Securities Purchase Agreement (BGMS stock)?

BGMS agreed to sell 1,103,338 common shares at $0.72 per share to certain foreign accredited investors. According to BGMS, this Securities Purchase Agreement provides aggregate gross proceeds of approximately $794,403, subject to the terms and conditions of the agreement.

What is Bio Green Med Solution’s cash position and runway after Q2 2026?

BGMS held $3.8 million in cash and cash equivalents as of June 30, 2026. According to BGMS, net cash used in operating activities was $0.4 million for the quarter, and current cash resources are estimated to fund planned expenditure into the first quarter of 2027.

How have BGMS’s operating expenses and net loss changed year over year in Q2 2026?

BGMS reduced general and administrative expenses to $497,000 from $1.249 million, lowering total operating expenses to $754,000. According to BGMS, net loss from continuing operations improved to $405,000 versus $1.25 million in the same quarter of 2025.

What dividend did Bio Green Med Solution declare on its preferred stock in July 2026?

The board declared a quarterly cash dividend of $0.15 per share on BGMS’s 6% Convertible Exchangeable Preferred Stock. According to BGMS, this dividend was paid on August 1, 2026 to holders of record at the close of business on July 23, 2026.

What business is Bio Green Med Solution focused on after the 2025 Fitters acquisition?

BGMS is now focused on fire safety protection and distribution following its September 12, 2025 acquisition of Fitters Sdn. Bhd. According to BGMS, the Malaysia-based group specializes in fire protection products and services, supporting the company’s shift away from former biopharmaceutical operations.