false
0001130166
0001130166
2026-06-18
2026-06-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
June
18, 2026
Date
of Report (date of earliest event reported)

Bio
Green Med Solution, Inc.
(Exact
name of Registrant as specified in its charter)
| Delaware |
|
0-50626 |
|
91-1707622 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
Level
10, Tower 11, Avenue 5,
No.
8 Jalan Kerinchi, Kuala Lumpur, Malaysia 59200
(Address
of principal executive offices) (Zip code)
(908)
955-0526
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
BGMS |
|
The
Nasdaq Capital Market |
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).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07
Submission of Matters to a Vote of Security Holders.
(a) The
2026 Annual Meeting of Bio Med Green Solution, Inc. (“BGMS”) was held on June 18, 2025.
(b) At
the 2026 Annual Meeting, BGMS stockholders voted on the matters set forth below, with final voting results indicated. For the election
of directors, each nominee received a majority of votes cast and was elected as a director. All other items were approved if the number
of shares voted for exceeded the number of shares voted against, with abstentions counted as votes against and broker non-votes having
no effect. The proposals are further described in the Proxy Statement. The results of the matters submitted to a shareholder vote at
the Annual Meeting were as follows:
1. Election
of Directors: Our shareholders voted to elect the following individuals as Class I Directors, each of whom has been approved
for re-election for a three-year term expiring at the 2029 annual meeting of stockholders: (a) Dr. Satis Waran Nair Krishnan, and (b)
Inigo Angel Laurduraj.
| 1.A. | Dr. Satis Waran Nair Krishnan |
| FOR |
|
|
AGAINST |
|
|
ABSTAIN |
|
|
BROKER
NON-VOTE |
|
| Number |
|
|
% |
|
|
Number |
|
|
% |
|
|
Number |
|
|
% |
|
|
Number |
|
|
% |
|
| |
3,807,082 |
|
|
|
69.0 |
% |
|
|
N/A |
|
|
|
N/A |
% |
|
|
6,455 |
|
|
|
0.1 |
% |
|
|
N/A |
|
|
|
N/A |
|
| 1.B. | Inigo
Angel Laurduraj |
| FOR |
|
|
AGAINST |
|
|
ABSTAIN |
|
|
BROKER
NON-VOTE |
|
| Number |
|
|
% |
|
|
Number |
|
|
% |
|
|
Number |
|
|
% |
|
|
Number |
|
|
% |
|
| |
3,806,889 |
|
|
|
69.0 |
% |
|
|
N/A |
|
|
|
N/A |
% |
|
|
6,648 |
|
|
|
0.1 |
% |
|
|
N/A |
|
|
|
N/A |
|
2. Approval
of the Appointment of Auditors. Our shareholders ratified the appointment of SFAI Malaysia Plt. (PCAOB: 7167), as our independent
auditors for the 2026 fiscal year ending December 31, 2026.
| FOR |
|
|
AGAINST |
|
|
ABSTAIN |
|
|
BROKER
NON-VOTE |
|
| Number |
|
|
% |
|
|
Number |
|
|
% |
|
|
Number |
|
|
% |
|
|
Number |
|
|
% |
|
| |
4,321,612 |
|
|
|
78.3 |
% |
|
|
13,017 |
|
|
|
0.2 |
% |
|
|
157 |
|
|
|
.003 |
% |
|
|
N/A |
|
|
|
N/A |
|
3.
Approval by an Advisory Vote the Executive Compensation. Our shareholders approved, by an advisory vote, the compensation of our
named executive officers and directors, as disclosed in this proxy statement.
| FOR |
|
|
AGAINST |
|
|
ABSTAIN |
|
|
BROKER
NON-VOTE |
|
| Number |
|
|
% |
|
|
Number |
|
|
% |
|
|
Number |
|
|
% |
|
|
Number |
|
|
% |
|
| |
3,803,784 |
|
|
|
68.9 |
% |
|
|
8,966 |
|
|
|
0.2 |
% |
|
|
787 |
|
|
|
.01 |
% |
|
|
N/A |
|
|
|
N/A |
|
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
June 22, 2026 |
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 |