[8-K] Bio Green Med Solution, Inc. Reports Material Event
Rhea-AI Filing Summary
Bio Green Med Solution, Inc. reports that Nasdaq will delist its 6% Convertible Exchangeable Preferred Stock (symbol BGMSP) after the security failed to regain compliance with the $1 million minimum market value of publicly held shares requirement by March 10, 2026. Nasdaq notified the company on March 12, 2026, that trading in the preferred shares is expected to be suspended at the opening of business on March 23, 2026, with delisting expected on or after April 2, 2026. The company does not plan to appeal and believes the preferred stock may be quoted and traded on the OTC Markets after delisting. The company states that this action does not affect its common stock, which continues to trade on the Nasdaq Capital Market under the symbol BGMS.
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Insights
Nasdaq delisting hits BGMS preferred holders, common stock unaffected.
Bio Green Med Solution confirms its 6% Convertible Exchangeable Preferred Stock (BGMSP) will be delisted from the Nasdaq Capital Market after failing the
Trading in the preferred shares is expected to be suspended on
The company emphasizes that its common stock, trading under BGMS on the Nasdaq Capital Market, is not affected by this action. The main impact therefore falls on preferred shareholders, who face a venue shift and potential liquidity and pricing frictions once trading moves off Nasdaq.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on September 11, 2025, Bio Green Med Solution, Inc. (the “Company”) 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 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.
On March 12, 2026, the Company received another letter from the Staff of Nasdaq, notifying the Company that (i) the Preferred Stock has not regained compliance with Listing Rule 5555(a)(4) and therefore will be delisted from The Nasdaq Capital Market; and (ii) unless the Company requests an appeal of this determination by March 19, 2026, trading of the Preferred Stock will be suspended at the opening of business on March 23, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.
The Company does not intend to request an appeal of this determination. Therefore, it is expected that the Preferred Stock will be delisted from The Nasdaq Capital Market on or after April 2, 2026. The Company believes that the Preferred Stock may be quoted and traded on the OTC Markets after April 2, 2026. The delisting does not affect the Company’s Common Stock (listed on The Nasdaq Capital Market under the symbol “BGMS”).
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: March 13, 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 | |
Filing Exhibits & Attachments
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