8-K
filed February 27, 2025, 6:59 PM ET
ticker BGMS
CIK 0001130166
other material
confidence high
sentiment neutral
materiality 0.95
Bio Green Med Solution, Inc. (BGMS): Nasdaq/NYSE listing notice — Cyclacel changes control; new majority owner holds 70% and appoints new CEO and CFO
Bio Green Med Solution, Inc.
- Datuk Dr. Doris Wong Sing Ee bought 1M Series C and 1.745M Series D shares from ex-interim CEO David Lazar for $6.3M, gaining 70% ownership.
- Preferred shares converted into 194.63M common shares, making Wong the controlling shareholder.
- David Lazar resigned as interim CEO; Datuk Dr. Doris Wong Sing Ee appointed CEO and director; Kiu Cu Seng appointed CFO, executive director, secretary.
- Five directors resigned, including Samuel Barker, Paul McBarron, Spiro Rombotis; new independent director Chong Kwang Fock appointed.
- Nasdaq compliance regained for equity rule; company subject to one-year Mandatory Panel Monitor.
Key facts
Extracted from this filing and checked against the source text.
Listing & Compliance Notices
SEC 8-K Item 3.01
confidence 0.9
Bio Green Med Solution, Inc. received a nasdaq compliance regained notice regarding stockholders equity (rules 5550(b)(1)).
- Exchange
- nasdaq
- Notice
- compliance regained
- Deficiency
- stockholders equity
- Rules
- 5550(b)(1)
Exact text from the filing
February 25, 2025, the Nasdaq Stock Market notified the Company that it has regained compliance with the equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”), as required by the Nasdaq Hearing Panel’s decision dated October 22, 2024. As previously reported by the Company on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on October 24, 2024, on October 15, 2024, the Company met with the Nasdaq Hearings Panel regarding the Company’s potential delisting from The Nasdaq Stock Market as a result of its non-compliance with the Equity Rule. On October 22, 2024, t
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Lazar resigned as Interim Chief Executive Officer at Bio Green Med Solution, Inc..
- Action
- resigned
- Role
- Interim Chief Executive Officer
Exact text from the filing
David Lazar, the Company’s interim Chief Executive Officer, interim principal financial officer, interim principal accounting officer, and Secretary, provided notice of his resignation as Chief Executive Officer and Secretary of the Company effective February 26, 2025.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Datuk Dr. Doris Wong Sing Ee was elected as Director at Bio Green Med Solution, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
Datuk Dr. Doris Wong Sing Ee was also elected to the Board of the Company as of the effective date.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Datuk Dr. Doris Wong Sing Ee was appointed as Chief Executive Officer at Bio Green Med Solution, Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
the Board appointed Datuk Dr. Doris Wong Sing Ee, as Chief Executive Officer and, in such role, she will serve as the Company’s principal executive officer.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Bio Green Med Solution, Inc. underwent a change of control involving Datuk Dr. Doris Wong Sing Ee for $6,300,000 (closed 2025-02-26).
- Action
- change of control
- Counterparty
- Datuk Dr. Doris Wong Sing Ee
- Consideration
- $6,300,000
- Closing
- 2025-02-26
Exact text from the filing
that certain securities purchase agreement between the Seller and the Company dated January 2, 2025. In consideration for the sale of the Securities, the Investor delivered $6,300,000 (the “Purchase Price”) less the holdback amount of $100,000 (the “Holdback Amount”) to the escrow agent. The Purchase Price included a cash brokerage fee in the amount of $800,000
View on SEC.gov
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