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. (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.
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%.