Form 8-K

8-K — Bio Green Med Solution, Inc.

Accession: 0001493152-26-023117

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001130166

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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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)

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 ☐

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.

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.

Exhibit

No.

Exhibit

99.1

Press Release of Bio Green Med Solution, Inc. dated May 14, 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: 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

EX-99.1

Filename: ex99-1.htm · Sequence: 2

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:

●

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”).

●

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

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.

info@bgmsglobal.com

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)

(8 )

Interest income

Other income, net

Total other income, net

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

Goodwill

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

Other liabilities

Total liabilities

804

1,343

Stockholders’ equity

6,760

6,842

Total liabilities and stockholders’ equity

$ 7,564

$ 8,185

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