Subsequent Events |
3 Months Ended | 12 Months Ended | |||||||||||||||
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Mar. 31, 2026 |
Dec. 31, 2025 |
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| Subsequent Event [Line Items] | |||||||||||||||||
| Subsequent Events | 13. Subsequent Events
Dividends on 6% Preferred Stock
On April 13, 2026, the board of directors of the Company declared a quarterly cash dividend of $ per share on the Company’s 6% Convertible Exchangeable Preferred Stock scheduled for May 1, 2026. The cash dividend was paid on May 1, 2026, to Preferred Stock stockholders of record as of the close of business on April 23, 2026. The Board of Directors will continue to evaluate the payment of a quarterly cash dividend on a quarterly basis. |
20. Subsequent Events
Preferred Stock
On January 12, 2026, the Board of Directors of Bio Green Med Solution, Inc. (the “Company”) declared a quarterly cash dividend of $ per share on the Company’s 6% Convertible Exchangeable Preferred Stock (the “Preferred Stock”). The dividend was paid on February 1, 2026, to Preferred Stock stockholders of record as of the close of business on January 22, 2026.
Delisting of 6% Convertible Exchangeable Preferred Stock
Further to Nasdaq notices received September 11, 2025 and March 12, 2026 in connection with the Company’s failure to satisfy a continued listing rule in relation to its 6% Convertible Exchangeable Preferred Stock (listed on The Nasdaq Capital Market under the symbol “BGMSP”), trading of the Preferred Stock was suspended at the opening of business on March 23, 2026, 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.
It is expected that the Preferred Stock will be delisted from The Nasdaq Capital Market on or after April 2, 2026. The Company believes that the Preferred Stock may be quoted and traded on the OTC Markets after April 2, 2026. The delisting does not affect the Company’s Common Stock (listed on The Nasdaq Capital Market under the symbol “BGMS”). |
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| Future NRG Sdn. Bhd. [Member] | |||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||
| Subsequent Events |
On 16 March 2026, the holding company, Fitters, entered into Share Sale Agreements with multiple purchasers for the disposal of ordinary shares in the Company, representing its entire equity interest, for a total cash consideration of RM, as follows:
Upon completion of the transaction, the Company will cease to be a wholly-owned subsidiary of Fitters. There have been no additional subsequent events that would require disclosure in, or adjustment to, the parent company financial statements as of and for the year ended December 31, 2025. On March 26, 2026, the conditions precedent in the Agreements have been fulfilled and hence become unconditional. Both the Company and the Purchasers have executed the registrable forms of transfer of securities and mutually agreed that the completion is effective on March 26, 2026.
On December 22, 2025, the Company entered into a Share Sale Agreement (“SSA”) with the ultimate holding company, Fitters to dispose of its % equity interest in SOH, which represents the Company’s entire palm oil milling segment. On January 8, 2026, the Company’s wholly-owned subsidiary, SOH, allotted new ordinary shares at an issue price of RM per share to the ultimate holding company, Fitters for a total cash consideration of RM. As a result of this share allotment, the Company’s equity interest in SOH was diluted from % to %, and the Company ceased to exercise a controlling financial interest, leading to the deconsolidation of SOH as a subsidiary effective from that date. In conjunction with this restructuring, the intercompany payable previously due to the ultimate holding company was settled through a combination of this capital injection and a subsequent waiver of the remaining balance, which is expected to result in a gain on debt settlement in the 2026 fiscal year.
The Company completed the disposal of its remaining % equity interest (comprising shares) in SOH to the ultimate holding company on January 23, 2026 pursuant to the Share Sale Agreement (“SSA”) executed on December 22, 2025. The transaction was finalized for a total cash consideration of RM (equivalent to USD ). Proceeds from the sale were utilized to settle outstanding obligations and provide additional working capital for the Company’s continuing operations. The disposal proceeds were applied toward the reduction of outstanding payables due to Fitters Diversified Berhad. Any resulting gain or loss arising from the disposal will be recognized in the Group’s consolidated financial statements for the year ending December 31, 2026.
No other subsequent events requiring disclosure or adjustment have occurred.
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