8-K

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

March12, 2026

Date

of Report (date of earliest event reported)

BioGreen Med Solution, Inc.

(Exact name of Registrant as specified in its charter)

Level10, Tower 11, Avenue 5, No.8

JalanKerinchi, 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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Item3.01 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-LookingStatements. 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 iton the date hereof. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause theCompany’s actual results, performance or achievements to be materially different from those expressed or implied by the forward-lookingstatements. 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 withthe Securities and Exchange Commission from time to time. Except to the extent required by law, the Company undertakes no obligationto 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.