Bio Green Med Solution, Inc. filings document the company's fire safety protection and distribution business, its completed shift from the former Cyclacel Pharmaceuticals biopharmaceutical operations, and its public-company governance. Regulatory reports include 8-K disclosures for quarterly and annual results, Regulation FD releases, material agreements, warrant exchanges, and preferred-stock dividend declarations.
The filing record also covers the company's common stock and 6% Convertible Exchangeable Preferred Stock, proxy materials for annual stockholder matters, Nasdaq listing-compliance matters involving the preferred stock, and corporate history items such as the acquisition of Fitters Sdn. Bhd., the liquidation of the former U.K. subsidiary, and the sale of Plogosertib.
Bio Green Med Solution, Inc. (BGMS) is registering up to 1,103,338 common shares for resale by selling stockholders, who may sell only after the registration statement is effective. The shares were issued in a private placement that closed June 10, 2026, at $0.72 per share for $794,403 in aggregate gross proceeds. Selling stockholders receive proceeds from resales; BGMS receives none.
Separately, BGMS has proposed acquiring 100% of Future NRG Sdn. Bhd. for a number of BGMS shares calculated by dividing $2,000,000,000 by BGMS’s 30-day volume-weighted average price immediately before closing. If completed, Future NRG shareholders are expected to own more than approximately 99.0% of BGMS’s outstanding common stock, while current BGMS stockholders are expected to own less than approximately 1.0%. Completion is subject to stockholder approval and other customary conditions; either party may terminate if the exchange has not closed by December 31, 2026. BGMS’s incorporated audit report includes an explanatory paragraph about substantial doubt regarding its ability to continue as a going concern.
Bio Green Med Solution, Inc. (BGMS) declared a quarterly cash dividend of $0.15 per share on its 6% Convertible Exchangeable Preferred Stock. The dividend is payable November 1, 2026, to stockholders of record at close of business October 26, 2026.
Bio Green Med Solution, Inc. (BGMS) proposes to acquire 100% of Future NRG Sdn. Bhd. in a share exchange with an Aggregate Transaction Consideration Value of $2,000,000,000. That value is divided by BGMS’s 30-day VWAP immediately before closing to determine the shares issued to Future NRG’s selling shareholders. Subject to stockholder approval, current BGMS holders are expected to own approximately less than 1.0% after closing, versus approximately more than 99.0% for the selling shareholders.
The November 19, 2026 vote covers the exchange, an increase in authorized common stock to 3,000,000,000 shares, a board-selected reverse split from 1:4 to 1:16, and financing authority for 24 months after closing. Proposals 1–5 are interdependent closing conditions; BGMS may seek up to $50,000,000 in gross proceeds.
Future NRG operates only in Malaysia and has no operations in Vietnam, Thailand or the Philippines; its planned expansion into those markets underlies a substantial portion of its valuation. BGMS reported 2025 revenue of $747,000 and net loss of $2,998,000. Cash of $3.5 million as of December 31, 2025 was expected to meet liquidity needs into the third quarter of 2026; management disclosed substantial doubt about BGMS’s ability to continue as a going concern for at least 12 months from issuance.
Bio Green Med Solution, Inc. (BGMS) has filed an amended Form S-4 to seek stockholder approval for acquiring Future NRG Sdn. Bhd. via a share exchange valued at an Aggregate Transaction Consideration Value of $2,000,000,000. Future NRG will become a wholly owned subsidiary, and Selling Shareholders will receive BGMS common stock based on this value and the 30-day VWAP at closing.
After the Transaction, current BGMS stockholders are expected to own less than 1% of BGMS, while the Selling Shareholders are expected to own more than 99%, representing very substantial dilution. Proposals also include increasing authorized common shares to 3,000,000,000, approving a 1-for-4 to 1-for-16 reverse stock split, and authorizing up to $50,000,000 of future equity-linked financings.
BGMS reported 2025 revenue of $747,000 and a net loss of $(2,998,000), with management disclosing substantial doubt about its ability to continue as a going concern beyond the third quarter of 2026 without additional capital. Future NRG reported 2025 revenue of $854,337 and net income of $2,490,410, but its $2.00 billion valuation is heavily based on projected expansion from Malaysia into Vietnam, Thailand, and the Philippines, which has not yet occurred and is identified as a key risk.
Bio Green Med Solution, Inc. (BGMS) is registering shares of common stock for a stock‑for‑stock business combination in which it will acquire 100% of Future NRG Sdn. Bhd. in exchange for BGMS shares valued at an Aggregate Transaction Consideration Value of $2,000,000,000, with the exact number of Exchange Shares based on the 30‑day VWAP at closing. After the exchange, the Selling Shareholders are expected to own over 99% of BGMS, while current BGMS stockholders are expected to own less than 1%, representing very substantial dilution.
Stockholders are asked to approve: issuance of the Transaction Consideration Shares; a Nasdaq 20%/change‑of‑control proposal; an authorized share increase to 3,000,000,000 common shares; a reverse stock split between 1‑for‑4 and 1‑for‑16; and a Future Financing program permitting capital raises of up to $50,000,000 over 24 months. BGMS reported 2025 revenue of $747,000 and a net loss of $(2,998,000) and disclosed substantial doubt about its ability to continue as a going concern beyond the third quarter of 2026 without additional financing. Future NRG reported 2025 revenue of $854,337 and net income of $2,490,410. A fairness opinion valued Future NRG’s equity between $1.76 billion and $2.08 billion using a discounted cash flow model that assumes rapid expansion into Vietnam, Thailand and the Philippines.
Bio Green Med Solution, Inc. has transformed from a biopharmaceutical company into a Malaysia-based fire safety products and services business following the September 2025 acquisition of Fitters Sdn. Bhd. For the six months ended June 30, 2026, it generated $1.1 million of fire safety product revenue, with total assets of $7.9 million and cash of $3.8 million.
The company reported a net loss of $0.6 million for the six-month period, significantly lower than the $1.4 million loss a year earlier, and positive working capital of $5.3 million. General and administrative expenses declined sharply as one-time change-of-control and legacy biotech costs rolled off.
Management nonetheless concludes there is substantial doubt about the ability to continue as a going concern beyond the first quarter of 2027 without new capital or a strategic transaction. A Business Combination Agreement with Future NRG Sdn. Bhd. contemplates an exchange that would leave existing shareholders owning less than 1% of the combined company. In June 2026, the company raised $0.79 million in a private placement of 1.1 million common shares at $0.72 per share.
Bio Green Med Solution, Inc. reported second quarter results for the three months ended June 30, 2026, reflecting its transition into fire safety protection and distribution following the September 2025 acquisition of Fitters Sdn. Bhd. Product revenue from fire safety equipment was $336,000, generating a gross margin of approximately 23%.
Net loss was $0.4 million, improving from $1.3 million in the same period of 2025, driven largely by a sharp reduction in general and administrative expenses to $0.5 million from $1.2 million. There was no activity from discontinued biopharmaceutical operations in the current period.
Cash and cash equivalents totaled $3.8 million as of June 30, 2026, compared with $3.5 million at December 31, 2025, and the company estimates its current cash resources will fund planned expenditure into the first quarter of 2027. Total assets were $7.9 million and stockholders’ equity was $7.2 million, with liabilities remaining relatively low.
Bio Green Med Solution, Inc. received an amended Schedule 13G/A filing from FITTERS Diversified Berhad stating that FITTERS no longer beneficially owns any of the company’s common stock. The filing reports 0 shares beneficially owned, representing 0% of the outstanding common stock, with no sole or shared voting or dispositive power.
The change means FITTERS is now an owner of 5 percent or less of this class of securities. The amendment is signed by Datuk Tan Chor How Christopher on behalf of FITTERS Diversified Berhad.
Bio Green Med Solution, Inc. shareholder Yap Kim Choy has filed Amendment No. 4 to a Schedule 13G reporting that he now beneficially owns 0 shares of the company’s common stock, representing 0% of the class as of June 30, 2026. The filing states he has no sole or shared voting or dispositive power over any Bio Green Med Solution common shares, confirming ownership of 5 percent or less of the class.