{"url_path":"/sec/bgms/8-k/2026-06-04/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1130166/0001493152-26-027291-index.html","accession_number":"0001493152-26-027291","cik":"0001130166","ticker":"BGMS","issuer_name":"Bio Green Med Solution, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1130166/0001493152-26-027291-index.html","primary_entity_key":"0001130166","primary_entity_name":"Bio Green Med Solution, Inc."},"word_count":1057,"has_tables":true,"body_markdown":"** **\n\n****\n\n \n\n** **\n\n \n\n \n\n** **\n\n**Item\n1.01 Entry into a Material Definitive Agreement**\n\n** **\n\n*Business\nCombination Agreement*\n\n* *\n\nOn\nJune 4, 2026, Bio Green Med Solution, Inc., a Delaware corporation (the “Company”), Future NRG Sdn. Bhd., a Malaysia private\nlimited company (“FNRG”) and each of the shareholders of FNRG (the “Selling Shareholders”), entered into a Business\nCombination Agreement (the “BCA”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the\nconditions set forth in the BCA, the Selling Shareholders will voluntarily exchange all of their ordinary shares in FNRG for shares of\ncommon stock, par value $0.001 of the Company (the “Exchange Shares”), resulting in FNRG becoming a wholly owned subsidiary\nof the Company (the “Exchange”). The Exchange is intended to qualify for federal income tax purposes as a tax-free reorganization\nunder the provisions of Section 351 of the Internal Revenue Code of 1986, as amended.\n\n \n\nSubject\nto the terms and conditions of the BCA, at the closing of the Exchange: (a) each then-outstanding ordinary share of FNRG will be converted\ninto the right to receive a number of Exchange Shares calculated in accordance with the BCA. Under the exchange ratio formula in the\nBCA, upon the closing of the Exchange, on a pro forma basis and based upon the number of Exchange Shares to be issued in the Exchange,\nthe Selling Shareholders will own approximately more than 99% of the combined company and pre-Exchange Company stockholders will own\napproximately less than 1% of the combined company.\n\n \n\nIn\nconnection with the Exchange, the Company will seek the approval of its stockholders of, among other things, (a) the BCA and the transactions\ncontemplated thereby and against any competing proposals being considered at the meeting (the “Company Exchange Approval Proposals”),\nand (b) if deemed necessary by the Company and FNRG, an amendment to the Company’s certificate of incorporation to (i) effect a\nreverse stock split of all outstanding shares of Company common stock (together with Company Exchange Approval Proposals, the “Company\nVoting Proposals”).\n\n \n\nEach\nof the Company, FNRG and the Selling Shareholders has agreed to customary representations, warranties and covenants in the BCA, including,\namong others, covenants relating to (a) using commercially reasonable efforts to obtain the requisite approval of its shareholders, (b)\nnon-solicitation of alternative acquisition proposals, (c) the conduct of their respective businesses during the period between the date\nof signing the BCA and the closing of the Exchange, (d) the Company using commercially reasonable efforts to maintain the existing listing\nof the Company common stock on The Nasdaq Capital Market and cause the shares of Company common stock to be issued in connection with\nthe Exchange to be approved for listing on The Nasdaq Capital Market prior to the closing of the Exchange, and (e) the Company filing\nwith the U.S. Securities and Exchange Commission (the “SEC”) and causing to become effective a registration statement to\nregister the shares of Company common stock to be issued in connection with the Exchange (the “Registration Statement”).\n\n \n\n \n\n \n\n \n\nConsummation\nof the Exchange is subject to certain closing conditions, including, among other things, (a) approval by Company stockholders of the\nCompany Exchange Approval Proposals, (b) approval by the Selling Shareholders of the adoption and approval of the BCA and the transactions\ncontemplated thereby, (c) Nasdaq’s approval of the listing of the shares of Company common stock to be issued in connection with\nthe Exchange, (d) the effectiveness of the Registration Statement, and (e) agreement by all parties to the amount of the Exchange Shares\nin writing as of the closing date. Each party’s obligation to consummate the Exchange is also subject to other specified customary\nconditions, including regarding the accuracy of the representations and warranties of the other party, subject to the applicable materiality\nstandard, and the performance in all material respects by the other party of its obligations under the BCA required to be performed on\nor prior to the date of the closing of the Exchange.\n\n \n\nThe\nBCA contains certain termination rights of each of the Company and FNRG. In the event the Exchange is not closed by December 31, 2026,\neither party may terminate the BCA and the transactions contemplated thereunder.\n\n \n\nAt\nthe effective time of the Exchange (the “Effective Time”), the Board is expected to consist of five members, four of whom\nwill be designated by the Company and will include all of the current members except for Mr. Kiu Cu Seng and one of whom will be designated\nby FNRG, Mr. Pun Kah Weng.\n\n \n\n*Lock-Up\nAgreements*\n\n* *\n\nOn\nor prior to the closing of the Exchange, certain of the Selling Shareholders will enter into lock-up agreements (the “Lock-Up Agreements”)\npursuant to which, subject to specified exceptions, they have agreed not to transfer their shares of Company common stock acquired in\nconnection with the Exchange for a period of 180 days following the closing of the Exchange.\n\n \n\nThe\npreceding summaries of the BCA and the Lock-Up Agreements do not purport to be complete and are qualified in their entirety by reference\nto the BCA and the form of Lock-Up Agreement, which are filed as Exhibits 2.1 and 10.1, respectively, to this Current Report on Form\n8-K and which are incorporated herein by reference. The BCA has been attached as an exhibit to this Current Report on Form 8-K to provide\ninvestors and securityholders with information regarding its terms. It is not intended to provide any other factual information about\nthe Company or FNRG or to modify or supplement any factual disclosures about the Company in its public reports filed with the SEC. The\nBCA includes representations, warranties and covenants of the Company, FNRG and the Selling Shareholders made solely for the purpose\nof the BCA and solely for the benefit of the parties thereto in connection with the negotiated terms of the BCA. Investors should not\nrely on the representations, warranties and covenants in the BCA or any descriptions thereof as characterizations of the actual state\nof facts or conditions of the Company, FNRG, the Selling Shareholders or any of their respective affiliates. Moreover, certain of those\nrepresentations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of\nmateriality different from those generally applicable to SEC filings or may have been used for purposes of allocating risk among the\nparties to the BCA, rather than establishing matters of fact."}