[8-K] Bio Green Med Solution, Inc. Reports Material Event
Bio Green Med Solution, Inc. entered into a Warrant Exchange Agreement on November 5, 2025 with certain accredited investors.
Rhea-AI Filing Summary
Bio Green Med Solution, Inc. entered into a Warrant Exchange Agreement on November 5, 2025 with certain accredited investors. The Company agreed to exchange previously issued warrants for an aggregate of 1,402,605 shares of common stock, replacing those warrants on a one-for-one basis.
The exchanged warrants were originally issued under a securities purchase agreement dated June 20, 2025. The new shares will be issued without registration in reliance on Section 3(a)(9) of the Securities Act. This exchange is a non-cash transaction that converts contingent warrant rights into issued common shares.
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Insights
Company swaps warrants for 1,402,605 issued shares; neutral impact.
BGMS agreed on November 5, 2025 to exchange outstanding warrants for 1,402,605 common shares. This replaces exercisable instruments with issued equity, simplifying the capital structure by fixing the share count tied to these warrants.
The issuance relies on Section 3(a)(9), indicating an exchange with existing security holders and no cash proceeds to the issuer. The move eliminates potential future warrant exercises and associated strike-price considerations, while increasing issued shares by the exchange amount.
Actual market impact depends on holder dispositions of the newly issued shares and any resale arrangements not described here. Subsequent filings may provide additional details on share delivery and any related restrictions.
8-K Event Classification
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 1.01. Entry into a Material Definitive Agreement.
On November 5, 2025, Bio Green Med Solution, Inc. (the “Company”) entered into a Warrant Exchange Agreement (the “Exchange Agreement”) with certain accredited investors (the “Holders”) of certain existing warrants (the “Exchanged Warrants”) to purchase an aggregate of 1,402,605 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Exchanged Warrants were originally issued pursuant to a securities purchase agreement, dated as of June 20, 2025 by and between the Company and each Holder. Pursuant to the Exchange Agreement, the Company agreed to exchange with the Holders, respectively, the Exchanged Warrants for an aggregate of 1,402,605 shares of Common Stock (the “New Shares”).
The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Exchange Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference. The shares of Common Stock issuable to the Holders pursuant to the Exchange Agreement will be issued without registration under the Securities Act of 1933, as amended, in reliance on the exemption provided by Section 3(a)(9).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 10.1 | Form of Warrant Exchange Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: November 6, 2025 | Bio Green Med Solution, Inc. | |
| By: | /s/ Datuk Dr. Doris Wong Sing Ee | |
| Name: | Datuk Dr. Doris Wong Sing Ee | |
| Title: | Chief Executive Officer and Executive Director | |
| 3 |