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Bio Green Med Solution (NASDAQ: BGMS) sells Plogosertib rights with milestone

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Bio Green Med Solution, Inc. has sold certain assets related to Plogosertib, a polo-like kinase 1 inhibitor for advanced cancers and blood cancers, to Tethra Biosciences Inc. for $300,000, with an additional potential milestone payment of $170,000.

The assets include all of the company’s patent rights associated with Plogosertib. The transaction was completed on October 6, 2025 under an Asset Purchase Agreement that includes customary representations, warranties, and covenants between the two Delaware corporations.

Positive

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Insights

BGMS completed a small asset sale of its Plogosertib rights.

Bio Green Med Solution sold all patent rights related to its Plogosertib PLK1 inhibitor for advanced cancers to Tethra Biosciences for $300,000, plus a potential milestone of $170,000. The deal closed on October 6, 2025 via an Asset Purchase Agreement.

This monetizes a specific oncology asset rather than the broader business. The agreement includes customary representations, warranties, and covenants, suggesting a standard transaction structure without unusual terms disclosed in the excerpt.

The financial impact depends on how significant Plogosertib was within the company’s pipeline and revenue prospects, which is not detailed here. Future company filings may provide more context on how the sale affects its strategic focus and remaining portfolio.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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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

 

October 6, 2025

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) 517-7330

(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
Preferred Stock, $0.001 par value   BGMSP   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 1.01 Entry into a Material Definitive Agreement.

 

On October 6, 2025, Bio Green Med Solution, Inc., a Delaware corporation (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Tethra Biosciences Inc., a Delaware corporation (the “Buyer”). Under the terms of the Purchase Agreement, the Company agreed to sell, and the Buyer agreed to purchase, certain assets, including all patent rights (the “Assets”) of the Company related to Plogosertib, a polo-like kinase 1 (PLK 1) inhibitor for treatment of advanced cancers and hematological malignancies (“Plogo”), for a purchase price of $300,000, plus a further potential Milestone (as defined in the Purchase Agreement) of $170,000.

 

The Purchase Agreement contains customary representations, warranties and covenants. The sale of the Assets pursuant to the Purchase Agreement was consummated on October 6, 2025.

 

The foregoing description of the material terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein in its entirety by reference.

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

The information set forth in Item 1.01 is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

2.1+  

Asset Purchase Agreement dated October 6, 2025 by and between Bio Green Med Solution, Inc., and Tethra Biosciences Inc.

104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

+

Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[****]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

 

 
 

 

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: October 7, 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 transaction did BGMS disclose in this 8-K filing?

Bio Green Med Solution disclosed that it sold certain assets related to its Plogosertib drug candidate to Tethra Biosciences. The deal transfers all associated patent rights under an Asset Purchase Agreement completed on October 6, 2025, with cash and potential milestone consideration.

How much did Bio Green Med Solution receive for the Plogosertib assets?

Bio Green Med Solution received an upfront purchase price of $300,000 for the Plogosertib-related assets. The Asset Purchase Agreement also provides for a further potential milestone payment of $170,000 if specified conditions, defined in the agreement, are achieved in the future.

Which assets did BGMS sell to Tethra Biosciences Inc.?

BGMS sold certain assets including all patent rights related to Plogosertib, a polo-like kinase 1 (PLK1) inhibitor for advanced cancers and hematological malignancies. These assets encompass the company’s intellectual property associated with this specific oncology program, as described in the Asset Purchase Agreement.

When was the Plogosertib asset sale by BGMS completed?

The Plogosertib asset sale was completed on October 6, 2025. On that date, Bio Green Med Solution and Tethra Biosciences executed and closed the Asset Purchase Agreement covering the transfer of all patent rights and related assets associated with the Plogosertib program.

Who is the buyer of BGMS’s Plogosertib assets?

The buyer is Tethra Biosciences Inc., a Delaware corporation. Under the Asset Purchase Agreement with Bio Green Med Solution, Tethra acquired certain assets, including all patent rights, related to the Plogosertib PLK1 inhibitor for treatment of advanced cancers and hematological malignancies.

Does the BGMS transaction include milestone payments?

Yes. In addition to the $300,000 upfront purchase price, the Asset Purchase Agreement provides for a potential milestone payment of $170,000. This milestone is defined in the agreement and would be payable if specified conditions are met in connection with the Plogosertib assets.