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2026-05-14
2026-05-14
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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
May
14, 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)
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 |
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
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.
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 “BGMS”). |
| |
|
|
| |
● |
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, 2026. |
Datuk Dr.
Doris Wong Sing Ee, Chief Executive Officer of the Company, commented, “We are pleased to report our first quarter 2026 results,
which reflect meaningful progress in our strategic transformation. Since completing the acquisition of Fitters Sdn. Bhd. in September
2025, we have successfully transitioned our operations to focus on fire safety protection and distribution, and we are encouraged by
the early momentum in this business, which generated $0.8 million in product revenue during the quarter.” “Our team has also
made significant strides in strengthening our cost structure. General and administrative expenses declined by approximately $3.8 million
compared to the prior-year quarter, reflecting both the normalization of costs following the changes of control in 2025 and the disciplined
approach of our current management team. We believe this leaner operating profile positions BGMS well as we scale our fire safety operations.
“While
we reported a modest net loss of $0.2 million for the quarter, we remain confident in our path forward. With $3.3 million in cash and
cash equivalents on hand, we estimate that our current resources will fund planned expenditures into the fourth quarter of 2026. We remain
focused on executing our growth strategy, expanding our fire safety product and service offerings, and driving long-term value creation
for our shareholders.”
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.
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.
[email protected]
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 | |
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 | |