Form 8-K

8-K — Bio Green Med Solution, Inc.

Accession: 0001493152-26-037902

Filed: 2026-08-14

Period: 2026-08-12

CIK: 0001130166

SIC: 5099 (WHOLESALE-DURABLE GOODS, NEC)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

GRAPHIC (form8-k_001.jpg)

GRAPHIC (ex99_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001130166

2026-08-12

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

August

12, 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)

955-0526

(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 ☐

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.

August 12, 2026, Bio Green Med Solution Inc. issued a press release setting forth its second 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.

Exhibit

No.

Exhibit

99.1

Press Release of Bio Green Med Solution, Inc. dated August 12, 2026

104

Cover

Page Interactive Data File (embedded within the XBRL document)

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: August

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

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

BIO

GREEN MED SOLUTION Reports SECOND quarter financial results and provides business update

KUALA

LUMPUR, MALAYSIA, August 12, 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 second

quarter financial results and provided a business update.

Highlights

of the second quarter ended June 30, 2026, or in some cases shortly thereafter, include:

● In

June, the Company, Future NRG Sdn. Bhd., a Malaysia private limited company (“FNRG”)

and each of the shareholders of FNRG (the “Selling Shareholders”), entered into

a Business Combination Agreement (the “BCA”), pursuant to which, among other

matters, and subject to the satisfaction or waiver of the conditions set forth in the BCA,

the Selling Shareholders will voluntarily exchange all of their ordinary shares in FNRG for

shares of common stock, par value $0.001 of the Company (the “Exchange Shares”),

resulting in FNRG becoming a wholly owned subsidiary of the Company (the “Exchange”).

Subject to the terms and conditions of the BCA, at the closing of the Exchange: (a) each

then-outstanding ordinary share of FNRG will be converted into the right to receive a number

of Exchange Shares calculated in accordance with the BCA. Under the exchange ratio formula

in the BCA, upon the closing of the Exchange, on a pro forma basis and based upon the number

of Exchange Shares to be issued in the Exchange, the Selling Shareholders will own approximately

more than 99% of the combined company and pre-Exchange Company stockholders will own approximately

less than 1% of the combined company. The BCA contains certain termination rights of each

of the Company and FNRG. In the event the Exchange is not closed by December 31, 2026, either

party may terminate the BCA and the transactions contemplated thereunder.

● In

June, the Company entered into a Securities Purchase Agreement with certain foreign accredited

investors, pursuant to which the investors agreed to purchase from the Company an aggregate

of 1,103,338 shares of Common Stock, par value $0.001 of the Company at a purchase price

of $0.72 per share for aggregate gross proceeds of $794,403, subject to the terms and conditions

of the Purchase Agreement.

● In

July, 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 August 1, 2026, to holders of record as of the close of business on July 23,

2026;

Financial

Highlights

of June 30, 2026, cash and cash equivalents totaled $3.8 million, compared to $3.5 million as of December 31, 2025.

Net

cash used in operating activities was $0.4 million for the three months ended June 30, 2026. The Company estimates that its current cash

resources will fund planned expenditure into the first quarter of 2027.

Following

the acquisition of Fitters Sdn. Bhd. on September 12, 2025, product revenue from sales and distribution of fire safety equipment was

$336,000 for the three months ended June 30, 2026.

Cost

of sales related to sales and distribution of fire safety equipment was $257,000 for the three months ended June 30, 2026, yielding a

gross margin of approximately 23%

General

and administrative expenses decreased by approximately $0.7 million from $1.2 million for the three months ended June 30, 2025 to $0.5

million for the three months ended June 30, 2026, due to several one-time costs associated with the two changes of control of the Company

during 2025 and lower operating costs of the company under current management.

Total

other income, net, for the three months ended June 30, 2026, increased by approximately $21,000 from $1,000 for the three months ended

June 30, 2025 to $22,000 for the three months ended June 30, 2026, due largely to foreign exchange gains.

Income

tax provision for the three months ended June 30, 2026, increased by approximately $7,000, from $2,000 for the three months ended June

30, 2025 to $9,000 for the three months ended June 30, 2026 and related to our fire safety business, acquired in September 2025.

Net

loss from discontinued operations was $68,000 for the three months ended June 30, 2025 and is related to our former operations from biopharmaceutical

activities. There was no activity from discontinued operations in the current period.

Net

loss for the three months ended June 30, 2026, was $0.4 million, compared to $1.3 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.

info@bgmsglobal.com

BIO

GREEN MED SOLUTION, INC.

CONSOLIDATED

STATEMENTS OF OPERATIONS (LOSS)

(In

$000s, except share and per share amounts)

Three Months Ended

June 30,

2026

2025

Revenues:

Product revenue - fire safety

$ 336

$ -

Revenues

$ 336

$ -

Operating expenses:

Cost of sales

257

General and administrative

497

1,249

Total operating expenses

754

1,249

Operating loss

(418 )

(1,249 )

Other income (expense):

Foreign exchange gains (losses)

(18 )

(3 )

Interest income

Other income, net

Total other income, net

Loss from continuing operations before taxes

(396 )

(1,248 )

Income tax provision

(9 )

(2 )

Net loss from continuing operations

(405 )

(1,250 )

Discontinued operations:

Operating losses from discontinued operations

(68 )

Net income from discontinued operations

(68 )

Net loss

(405 )

(1,318 )

Dividend on convertible exchangeable preferred shares

(20 )

Net loss applicable to common shareholders

$ (425 )

$ (1,338 )

Basic and diluted earnings per common share:

Net loss per share, continuing operations – basic and diluted (common shareholders)

$ (0.08 )

$ (0.93 )

Net income per share, discontinued operations – basic and diluted (common shareholders)

$ -

$ (0.05 )

Weighted average common shares outstanding

5,598,701

1,360,626

BIO

GREEN MED SOLUTION, INC.

CONSOLIDATED

BALANCE SHEET

(In

$000s, except share, per share, and liquidation preference amounts)

June 30, 2026

December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents

$ 3,790

$ 3,505

Inventory

972

1,384

Accounts receivable

1,074

1,257

Prepaid expenses and other current assets

133

110

Total current assets

5,969

6,256

Property and equipment, net

136

137

Right-of-use lease asset

Goodwill

1,570

Property and equipment, net

Non-current deposits

172

210

Total assets

$ 7,854

$ 8,185

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 189

$ 617

Accrued and other current liabilities

503

715

Total current liabilities

692

1,332

Lease liability

Other liabilities

Total liabilities

694

1,343

Stockholders’ equity

7,160

6,842

Total liabilities and stockholders’ equity

$ 7,854

$ 8,185

GRAPHIC

Filename: form8-k_001.jpg · Sequence: 3

Binary file (11318 bytes)

Download form8-k_001.jpg

GRAPHIC

Filename: ex99_001.jpg · Sequence: 4

Binary file (18975 bytes)

Download ex99_001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.1

Cover

Aug. 12, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 12, 2026

Entity File Number

0-50626

Entity Registrant Name

Bio

Green Med Solution, Inc.

Entity Central Index Key

0001130166

Entity Tax Identification Number

91-1707622

Entity Incorporation, State or Country Code

Entity Address, Address Line One

Level

10, Tower 11

Entity Address, Address Line Two

Avenue 5, No. 8

Entity Address, Address Line Three

Jalan

Kerinchi

Entity Address, City or Town

Kuala Lumpur

Entity Address, Country

Entity Address, Postal Zip Code

59200

City Area Code

(908)

Local Phone Number

955-0526

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, par value $0.001 per share

Trading Symbol

BGMS

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 3 such as an Office Park

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine3

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

ISO 3166-1 alpha-2 country code.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCountry

Namespace Prefix:

dei_

Data Type:

dei:countryCodeItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration