Bio Green Med Solution (NASDAQ: BGMS) warned on Nasdaq listing for BGMSP
Rhea-AI Filing Summary
Bio Green Med Solution, Inc. reported that on September 11, 2025 it received a notice from Nasdaq that its 6% Convertible Exchangeable Preferred Stock, trading under the symbol BGMSP, no longer meets Nasdaq Listing Rule 5460(a)(2), which requires a minimum Market Value of Publicly Held Shares of $1 million. Nasdaq determined that this preferred stock had been below that threshold for 30 consecutive business days.
Under Nasdaq Listing Rule 5810(c)(3)(D), the company has 180 calendar days, until March 10, 2026, to regain compliance while the preferred stock continues trading on the Nasdaq Capital Market. The company’s common stock (BGMS) is not affected by this notice. If the preferred stock’s market value meets or exceeds $1 million for at least 10 consecutive business days before March 10, 2026, Nasdaq will confirm a return to compliance; otherwise, Nasdaq staff may move to delist the preferred stock, a decision the company could appeal. The company plans to actively monitor the preferred stock’s market value and consider available options.
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Insights
Nasdaq has flagged BGMSP for low market value, starting a 180‑day cure period.
Bio Green Med Solution, Inc. disclosed that Nasdaq notified it on September 11, 2025 that its 6% Convertible Exchangeable Preferred Stock (BGMSP) has failed for 30 consecutive business days to meet the $1 million minimum Market Value of Publicly Held Shares required by Nasdaq Listing Rule 5460(a)(2). This is a compliance issue specific to the preferred stock and does not involve the company’s common stock, which continues to trade under BGMS.
Nasdaq Listing Rule 5810(c)(3)(D) gives the company 180 calendar days, until March 10, 2026, to regain compliance while BGMSP remains listed. Compliance would be restored if the preferred stock’s market value of publicly held shares reaches at least $1 million based on closing bid price for 10 consecutive business days. If that does not occur by March 10, 2026, Nasdaq staff may determine to delist the preferred stock, and the company would then have the option to request a hearing before a Nasdaq panel.
The company states that it intends to evaluate and monitor the preferred stock’s market value and consider various options if trading levels do not appear likely to restore compliance. For investors focused on BGMSP, the key date is March 10, 2026, by which time either compliance must be regained or a potential delisting and any subsequent appeal process could begin.
8-K Event Classification
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 11, 2025, Bio Green Med Solution, Inc. (fka Cyclacel Pharmaceuticals, Inc.) received a letter from the listing qualifications department staff (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”), notifying the Company that its 6% Convertible Exchangeable Preferred Stock (listed on the Nasdaq Capital Market under the symbol “BGMSP”) (the “Preferred Stock”) no longer complies with the requirement under Nasdaq Listing Rule 5460(a)(2) to maintain a minimum Market Value of Publicly Held Shares (as such terms are defined under the Nasdaq Listing Rules, “MVPHS”) of $1 million. The Staff’s letter further advised that for the prior 30 consecutive business days, the Preferred Stock no longer meets this requirement.
In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days, or until March 10, 2026, to regain compliance with the MVPHS requirement for its Preferred Stock. During the 180 day period, the Company’s Preferred Stock will continue to trade on the Nasdaq Capital Market.
This deficiency notice does not affect the Company’s Common Stock (listed on the Nasdaq Capital Market under the symbol “BGMS”).
If at any time before March 10, 2026, the MVPHS of the Preferred Stock equals or exceeds $1 million (based on closing bid price) for a minimum of 10 consecutive business days, the Staff of Nasdaq will notify the Company that the Preferred Stock has achieved compliance with the MVPHS requirement. If the Preferred Stock does not regain compliance with the MVPHS requirement by March 10, 2026, the Staff will notify the Company that its Preferred Stock will be delisted from the Nasdaq Capital Market. Nasdaq rules would then permit the Company to appeal any delisting determination by the Staff to a Nasdaq hearings panel.
The Company intends to actively evaluate and monitor the MVPHS of its Preferred Stock between now and March 10, 2026, and consider implementation of various options available to the Company if the Preferred Stock does not trade at a level that is likely to regain compliance.
Forward-Looking Statements. This Current Report on Form 8-K contains forward-looking statements that involve substantial risks and uncertainties. Such forward-looking statements are based on the Company’s beliefs and assumptions and on information currently available to it on the date hereof. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These and other risks are described more fully in the Company’s other filings with the Securities and Exchange Commission, including the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with the Securities and Exchange Commission from time to time. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
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: September 16, 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 | |
FAQ
What did Bio Green Med Solution, Inc. (BGMS) disclose in this 8-K?
Bio Green Med Solution, Inc. reported that Nasdaq notified the company on September 11, 2025 that its 6% Convertible Exchangeable Preferred Stock (BGMSP) no longer meets the Nasdaq requirement to maintain a minimum $1 million Market Value of Publicly Held Shares for that security, after being below this level for 30 consecutive business days.
Which Bio Green Med Solution securities are affected by the Nasdaq notice?
The notice applies only to the company’s 6% Convertible Exchangeable Preferred Stock listed under the symbol BGMSP. The company states that this deficiency notice does not affect its common stock, which continues to trade on the Nasdaq Capital Market under the symbol BGMS.
How long does Bio Green Med Solution, Inc. have to regain Nasdaq compliance for BGMSP?
Under Nasdaq Listing Rule 5810(c)(3)(D), the company has 180 calendar days, until March 10, 2026, to regain compliance for its BGMSP preferred stock. During this period, the preferred stock is expected to continue trading on the Nasdaq Capital Market.
What must happen for BGMSP to regain compliance with Nasdaq’s MVPHS rule?
According to the disclosure, if at any time before March 10, 2026 the BGMSP preferred stock’s Market Value of Publicly Held Shares equals or exceeds $1 million based on closing bid price for a minimum of 10 consecutive business days, Nasdaq staff will notify the company that the preferred stock has regained compliance with the MVPHS requirement.
What are the potential consequences if BGMSP does not regain compliance by March 10, 2026?
If the BGMSP preferred stock does not regain compliance with the $1 million MVPHS requirement by March 10, 2026, Nasdaq staff will notify the company that this preferred stock will be delisted from the Nasdaq Capital Market. The company notes that Nasdaq rules would then permit it to appeal any delisting determination to a Nasdaq hearings panel.
How does Bio Green Med Solution, Inc. plan to respond to the Nasdaq deficiency notice?
The company indicates that it intends to actively evaluate and monitor the Market Value of Publicly Held Shares of its BGMSP preferred stock between now and March 10, 2026, and to consider implementing various options if the preferred stock does not trade at levels likely to restore compliance.