Bio Green Med Solution, Inc. 8-K

What Happened
Bio Green Med Solution, Inc. (the “Company”) filed an 8-K on June 4, 2026 announcing it entered into a Business Combination Agreement (BCA) with Future NRG Sdn. Bhd. (“FNRG”) and FNRG’s shareholders (the “Selling Shareholders”). Under the BCA, the Selling Shareholders will exchange their FNRG ordinary shares for shares of Bio Green common stock, resulting in FNRG becoming a wholly owned subsidiary if the exchange closes. The transaction is intended to qualify as a tax-free reorganization under Section 351 of the Internal Revenue Code.

Key Details

• Filing date: June 4, 2026; BCA and form of Lock-Up Agreement are filed as Exhibits 2.1 and 10.1; press release as Exhibit 99.1.
• Pro forma ownership: based on the exchange ratio in the BCA, Selling Shareholders would own approximately more than 99% of the combined company and current Bio Green shareholders would own approximately less than 1% at closing.
• Closing conditions include: approval of Company stockholders of the exchange and related proposals, approval by the Selling Shareholders, Nasdaq approval to list the new shares, effectiveness of a registration statement for the issued shares, and written agreement on the final number of exchange shares.
• Other provisions: potential amendment to the Company’s certificate of incorporation (including a possible reverse stock split) may be put to a stockholder vote; certain Selling Shareholders will enter 180‑day lock-up agreements restricting transfers of acquired shares; the Board at the Effective Time is expected to have five members (four designated by the Company, excluding Mr. Kiu Cu Seng, and one designated by FNRG, Mr. Pun Kah Weng).
• Termination date: either party may terminate the BCA if the Exchange has not closed by December 31, 2026.

Why It Matters
This agreement, if completed, would result in a near-complete change of ownership and control of Bio Green Med Solution, with existing public shareholders holding a small minority stake. The deal requires shareholder and Nasdaq approvals and the filing/effectiveness of a registration statement, so completion is not guaranteed. Investors should note the expected ownership shift, the potential for a reverse stock split vote, the 180‑day lock-up on major shareholders, and the December 31, 2026 outside date as key milestones and risks tied to whether the transaction closes.