Welcome to our dedicated page for Bio Green Med Solution SEC filings (Ticker: BGMS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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. is registering shares of common stock on Form S-4/A for a business combination in which it will acquire 100% of Future NRG Sdn. Bhd. via a share exchange valued at an Aggregate Transaction Consideration Value of $2,000,000,000. The number of exchange shares will equal this amount divided by the 30-day VWAP before closing, leaving current BGMS stockholders with less than 1% of the combined company and Selling Shareholders with over 99%.
Stockholders are asked to approve: issuing the exchange shares, issuing more than 20% for Nasdaq purposes and change of control, increasing authorized common stock to 3,000,000,000 shares, a reverse split between 1:4 and 1:16, and authority to raise up to $50,000,000 in future financings. BGMS reported 2025 revenue of $747,000 and a net loss of $(2,998,000) with substantial doubt about its ability to continue as a going concern into 3Q 2026, while Future NRG reported 2025 revenue of $854,337 and net income of $2,490,410 but has a working capital deficit supported by its current parent and recent restructuring.
Bio Green Med Solution, Inc. announced that its board of directors declared a quarterly cash dividend of $0.15 per share on its 6% Convertible Exchangeable Preferred Stock. The dividend will be paid on August 1, 2026 to preferred stockholders of record at the close of business on July 23, 2026.
Bio Green Med Solution, Inc. reported results from its 2026 annual shareholder meeting. Stockholders elected Class I directors Dr. Satis Waran Nair Krishnan and Inigo Angel Laurduraj to new three-year terms expiring at the 2029 annual meeting. Shareholders also ratified SFAI Malaysia Plt. (PCAOB: 7167) as independent auditors for the fiscal year ending December 31, 2026, and approved on an advisory basis the compensation of the company’s named executive officers and directors. Voting support for directors, auditors, and pay was high, with minimal opposition or abstentions.
Bio Green Med Solution, Inc. is asking stockholders to approve a business combination to acquire Future NRG Sdn. Bhd. by exchanging newly issued Parent common stock for 100% of Future NRG’s ordinary shares. The parties set an Aggregate Transaction Consideration Value of $2,000,000,000, with the number of Exchange Shares determined by dividing that amount by the 30-day VWAP prior to closing.
The proxy seeks approval of the Transaction and related items, including an increase in authorized common shares to 3,000,000,000, a board-authorized reverse split between 1:4 and 1:16, and a 24-month pre-approval to raise up to $50,000,000 in future financings. On a pro forma basis the Selling Shareholders are expected to own > 99.0% of Parent and current Parent stockholders less than 1.0%.
Bio Green Med Solution, Inc. entered into a Securities Purchase Agreement with foreign accredited investors to sell 1,103,338 shares of common stock at $0.72 per share, raising aggregate gross proceeds of $794,403. The closing occurred on June 10, 2026, and the company plans to use the cash for general corporate and operating purposes.
At the same time, the company signed a Registration Rights Agreement requiring it to file and maintain an effective resale registration statement so investors can later resell these shares under the Securities Act or Rule 144. The shares were issued without registration under Regulation S to non‑U.S. persons.
Bio Green Med Solution, Inc. entered into a Business Combination Agreement dated June 4, 2026 to acquire Future NRG Sdn. Bhd. through an exchange of FNRG ordinary shares for Company common stock, which would make FNRG a wholly owned subsidiary upon closing.
The BCA contemplates that, on a pro forma basis, the Selling Shareholders would hold approximately more than 99% of the combined company and existing Company stockholders would hold approximately less than 1%. Closing is subject to shareholder approvals, Nasdaq listing approval, effectiveness of a registration statement and agreement on the final number of Exchange Shares. The BCA may be terminated if the Exchange is not closed by December 31, 2026.
Bio Green Med Solution, Inc. entered into a Business Combination Agreement to acquire Future NRG Sdn. Bhd. in an all‑stock share exchange. Future NRG will become a wholly owned subsidiary, while its selling shareholders are expected to own more than 99% of the combined company, leaving pre‑transaction Bio Green Med holders with less than 1%.
The deal aims to build a next‑generation environmental platform by combining Bio Green Med’s fire safety equipment business with Future NRG’s medical waste‑to‑energy operations in Malaysia. Closing requires shareholder approvals, Nasdaq listing approval for new shares, effectiveness of a Form S‑4 registration statement and other customary conditions, and may be terminated if not completed by December 31, 2026.
Bio Green Med Solution, Inc. reported its first full quarter focused on Malaysian fire-safety operations after exiting biopharma. For the three months ended March 31, 2026, revenue was $778,000, all from fire-safety products and services, with cost of sales of $635,000 and general and administrative expenses of $389,000, resulting in an operating loss of $246,000 and net loss of $197,000.
Cash and cash equivalents were $3.3 million and working capital was $4.8 million as of March 31, 2026, against an accumulated deficit of $454.6 million. Management expects existing cash to fund operations only into the fourth quarter of 2026 and explicitly states there is substantial doubt about the company’s ability to continue as a going concern without new financing or a strategic transaction.
The quarter reflects the consolidation of Fitters Sdn. Bhd., the Malaysian fire-safety subsidiary acquired in September 2025, and the absence of prior biopharma research and development, which has been fully discontinued. The company’s 6% Convertible Exchangeable Preferred Stock has been delisted from Nasdaq, although the common stock continues to trade under the ticker BGMS.
Bio Green Med Solution, Inc. reported first quarter 2026 results showing its transition into fire safety operations gaining traction but still producing a small loss. Product revenue from fire safety equipment reached $0.8 million for the three months ended March 31, 2026, with cost of sales of $0.6 million, reflecting an early revenue base in the new business.
General and administrative expenses fell sharply to $0.4 million from $4.2 million a year earlier, mainly as one-time change-of-control costs rolled off and management focused on tighter cost control. The company recorded a net loss of $0.2 million, similar to the prior-year loss from continuing and discontinued operations combined.
Cash and cash equivalents were $3.3 million as of March 31, 2026, and Bio Green Med estimates these resources will fund planned expenditures into the fourth quarter of 2026. During the quarter, its 6% Convertible Exchangeable Preferred Stock was delisted from Nasdaq, although the common stock remains listed, and holders of the preferred received a $0.15 per-share quarterly cash dividend paid on May 1, 2026.
Bio Green Med Solution, Inc. reports an amended Schedule 13G/A showing that Yap Kim Choy beneficially owns 467,535 shares of common stock, representing 8.47% of the class. The filing lists sole voting and dispositive power over the 467,535 shares.
The disclosure provides a snapshot of a significant passive ownership stake in the company as reported by the holder; timing and any change versus prior holdings are not stated in the provided excerpt.