Bio Green Med (NASDAQ: BGMS) logs Q1 loss but slashes expenses in fire safety pivot
Rhea-AI Filing Summary
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.
Positive
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Negative
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Insights
BGMS shows early fire-safety revenue and major cost cuts, but remains loss-making.
Bio Green Med is now centered on fire safety products after acquiring Fitters Sdn. Bhd. Product revenue from this segment reached $0.8M in the quarter ended March 31, 2026, establishing a baseline for its new business model.
Operating leverage is helped by sharply lower general and administrative expenses, down to $0.4M from $4.2M a year earlier as one-time change-of-control costs fell away and ongoing costs were reduced. Despite this, the company posted a modest net loss of $0.2M, indicating the new operations are not yet covering all overhead.
Liquidity appears moderate, with cash and cash equivalents of $3.3M and management estimating funding into the fourth quarter of 2026. The delisting of the 6% Convertible Exchangeable Preferred Stock via Form 25-NSE, while leaving common shares on Nasdaq, plus a $0.15 per-share preferred dividend, affects capital structure and income to preferred holders but not common listing status.
8-K Event Classification
Key Figures
Key Terms
discontinued operations financial
gain on deconsolidation of subsidiary financial
Convertible Exchangeable Preferred Stock financial
Form 25-NSE regulatory
Regulation FD Disclosure regulatory
forward-looking statements regulatory
Earnings Snapshot
The company estimates current cash resources will fund planned expenditures into the fourth quarter of 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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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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 2.02. Results of Operations and Financial Condition.
and
Item 7.01. Regulation FD Disclosure.
The following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure”, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On May 14, 2026, Bio Green Med Solution Inc. issued a press release setting forth its first quarter 2026 results. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Exhibit | |
| 99.1 | Press Release of Bio Green Med Solution, Inc. dated May 14, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the 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: May 14, 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 | |
Exhibit 99.1
Bio Green Med Solution, Inc.
BIO GREEN MED SOLUTION Reports FIRST quarter financial results and provides business update
KUALA LUMPUR, MALAYSIA, May 14, 2026 – Bio Green Med Solution, Inc. (NASDAQ: BGMS; “BGMS” or the “Company”), a diversified company engaged primarily in the provision of fire safety protection and distribution activities, today announced first quarter financial results and provided a business update.
Highlights of the first quarter ended March 31, 2026, or in some cases shortly thereafter, include:
| ● | In
March, trading of the Company’s 6% Convertible Exchangeable Preferred Stock (listed on The Nasdaq Capital Market under the
symbol “BGMSP”) was suspended and a Form 25-NSE was filed with the Securities and Exchange Commission, which removed
the Company’s securities from listing and registration on The Nasdaq Stock Market. The delisting did not affect the Company’s
Common Stock (listed on The Nasdaq Capital Market under the symbol | |
| ● | In
April, the Board of Directors of the Company declared a quarterly cash dividend of $0.15 per share on the Company’s 6% Convertible
Exchangeable Preferred Stock, which cash dividend was paid on May 1, 2026, to holders of record as of the close of business on April
23, |
Financial Highlights
As of March 31, 2026, cash and cash equivalents totaled $3.3 million, compared to $3.5 million as of December 31, 2025.
Net cash used in operating activities was $0.3 million for the three months ended March 31, 2026. The Company estimates that its current cash resources will fund planned expenditure into the fourth quarter of 2026.
Following the acquisition of Fitters Sdn. Bhd. on September 12, 2025, product revenue from sales and distribution of fire safety equipment was $0.8 million for the three months ended March 31, 2026.
Cost of sales related to sales and distribution of fire safety equipment was $0.6 million for the three months ended March 31, 2026.
General and administrative expenses decreased by approximately $3.8 million from $4.2 million for the three months ended March 31, 2025 to $0.4 million for the three months ended March 31, 2026, due to several one-time costs associated with the two changes of control of the Company during the prior period and lower operating costs of the company under current management.
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Total other income, net, for the three months ended March 31, 2026, increased by approximately $71,000 from $8,000 for the three months ended March 31, 2025 to $79,000 for the three months ended March 31, 2026, due largely to foreign exchange gains.
Income tax provision for the three months ended March 31, 2026, was approximately $30,000 and related to our fire safety business, acquired in September 2025. There was no income tax provision for the three months ended March 31, 2025.
Net income from discontinued operations was $4.1 million for the three months ended March 31, 2025 and relates to our former operations from biopharmaceutical activities. The net income consisted of operating losses of $0.8 million, offset by a gain on deconsolidation of our former subsidiary of $4.9 million.
Net loss for the three months ended March 31, 2026, was $0.2 million, compared to $0.1 million for the same period in 2025.
About Bio Green Med Solution, Inc.
BGMS is a diversified company that was formerly engaged in the biopharmaceutical industry but as of September 2025 has shifted its operations to focus on provision of fire safety protection and distribution activities. Specifically, on September 12, 2025, the Company completed its acquisition of Fitters Sdn. Bhd., a Malaysia-based group specializing in fire protection products and services. Headquartered in Malaysia, the Company is now focused on advancing opportunities across these distinct sectors whilst maintaining its commitment to driving long-term value creation for shareholders. For additional information, please visit www.bgmsglobal.com.
Forward-looking Statements
Except for historical information, certain matters discussed in this press release may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance and involve various assumptions, known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or other comparable words. Actual results, performance or outcomes may differ materially from those expressed or implied by these forward-looking statements and may not align with historical performance and events due to a number of factors, including those discussed in the sections of our annual report on Form 10-K entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors,” and those discussed in our Form 10-Q quarterly reports filed after such annual report. BGMS’s SEC filings are readily obtainable at no charge at www.sec.gov, as well as on its own investor relations website at https://investor.bgmsglobal.com/sec-filings. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements, and caution should be exercised against placing undue reliance upon such statements, which are based only on information currently available to us and speak only as of the date hereof. We are under no duty to update publicly any of the forward-looking statements after the date of this earnings press release, whether as a result of new information, future events or otherwise, except as required by law.
SOURCE:
Bio Green Med Solution, Inc.
info@bgmsglobal.com
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BIO GREEN MED SOLUTION, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (LOSS)
(In $000s, except share and per share amounts)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues: | ||||||||
| Product revenue - fire safety | $ | 778 | $ | - | ||||
| Revenues | $ | 778 | $ | - | ||||
| Operating expenses: | ||||||||
| Cost of sales | 635 | - | ||||||
| General and administrative | 389 | 4,214 | ||||||
| Total operating expenses | 1,024 | 4,214 | ||||||
| Operating loss | (246 | ) | (4,214 | ) | ||||
| Other income (expense): | ||||||||
| Foreign exchange gains (losses) | 39 | (8 | ) | |||||
| Interest income | 9 | 6 | ||||||
| Other income, net | 31 | 10 | ||||||
| Total other income, net | 79 | 8 | ||||||
| Loss from continuing operations before taxes | (167 | ) | (4,206 | ) | ||||
| Income tax provision | (30 | ) | - | |||||
| Net loss from continuing operations | (197 | ) | (4,206 | ) | ||||
| Discontinued operations: | ||||||||
| Operating losses from discontinued operations | - | (822 | ) | |||||
| Gain on deconsolidation of subsidiary | - | 4,947 | ||||||
| Net income from discontinued operations | - | 4,125 | ||||||
| Net loss | (197 | ) | (81 | ) | ||||
| Dividend on convertible exchangeable preferred shares | (20 | ) | - | |||||
| Net loss applicable to common shareholders | $ | (217 | ) | $ | (81 | ) | ||
| Basic and diluted earnings per common share: | ||||||||
| Net loss per share, continuing operations – basic and diluted (common shareholders) | $ | (0.04 | ) | $ | (11.52 | ) | ||
| Net income per share, discontinued operations – basic and diluted (common shareholders) | $ | - | $ | 11.29 | ||||
| Weighted average common shares outstanding | 5,458,564 | 365,231 | ||||||
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BIO GREEN MED SOLUTION, INC.
CONSOLIDATED BALANCE SHEET
(In $000s, except share, per share, and liquidation preference amounts)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 3,339 | $ | 3,505 | ||||
| Inventory | 947 | 1,384 | ||||||
| Accounts receivable | 1,188 | 1,257 | ||||||
| Prepaid expenses and other current assets | 148 | 110 | ||||||
| Total current assets | 5,622 | 6,256 | ||||||
| Property and equipment, net Property and equipment, net | 138 | 137 | ||||||
| Right-of-use lease asset | 10 | 12 | ||||||
| Goodwill | 1,570 | 1,570 | ||||||
| Property and equipment, net Non-current deposits | 224 | 210 | ||||||
| Total assets | $ | 7,564 | $ | 8,185 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 256 | $ | 617 | ||||
| Accrued and other current liabilities | 540 | 715 | ||||||
| Total current liabilities | 796 | 1,332 | ||||||
| Lease liability | - | 2 | ||||||
| Other liabilities | 8 | 9 | ||||||
| Total liabilities | 804 | 1,343 | ||||||
| Stockholders’ equity | 6,760 | 6,842 | ||||||
| Total liabilities and stockholders’ equity | $ | 7,564 | $ | 8,185 | ||||