Bio Green Med Solution to acquire Future NRG; target shareholders to own >99% of combined company

Bio Green Med Solution, Inc.

All-stock share exchange: Future NRG becomes wholly owned sub; pre-Exchange BGMS holders get <1% of combined entity.
Closing expected Q4 2026, subject to BGMS stockholder approval, Nasdaq listing, and SEC registration statement effectiveness.
Board to have 5 members: 4 current BGMS directors (minus Kiu Cu Seng who remains CFO) and 1 FNRG appointee.
Certain Selling Shareholders subject to 180-day lock-up on shares received in the exchange.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Bio Green Med Solution, Inc. entered into Business Combination Agreement with Future NRG Sdn. Bhd. and each of the shareholders of FNRG valued at The Selling Shareholders will voluntarily exchange all of their ordinary shares in FNRG for shares o (effective 2026-06-04).

Action: entry
Agreement: merger
Counterparty: Future NRG Sdn. Bhd. and each of the shareholders of FNRG
Value: The Selling Shareholders will voluntarily exchange all of their ordinary shares in FNRG for shares o
Effective: 2026-06-04

Exact text from the filing

On June 4, 2026, Bio Green Med Solution, Inc., a Delaware corporation (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").

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Bio Green Med Solution, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-027291

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