{"url_path":"/sec/bgms/8-k/2026-06-04/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure**","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":1280,"has_tables":true,"body_markdown":"**Item\n7.01 Regulation FD Disclosure**\n\n** **\n\nOn\nJune 4, 2026, the Company issued a press release announcing the execution of the BCA. A copy of the press release is furnished as Exhibit\n99.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\nThe\ninformation set forth in Item 7.01 of this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities\nExchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall\nnot be deemed to be incorporated by reference in any of the Company’s filings with the Securities and Exchange Commission under\nthe Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general\nincorporation language in such filings, except as expressly set forth by specific reference in such a filing.\n\n \n\n \n\n \n\n** **\n\n**Forward-looking\nStatements**\n\n** **\n\nThis\ncurrent report on Form 8-K and the exhibits filed or furnished herewith contain “forward-looking statements.” Such statements\nwhich are not purely historical (including, but not limited to statements that contain words such as “will,” “believes,”\n“plans,” “anticipates,” “expects,” “intends,” “would,” “could”\nand “estimates”) are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions\nregarding the future, including but not limited to, the consummation of the Transaction.\n\n \n\nImportant\nfactors, among others, that may affect actual results or outcomes include: (i) changes in domestic and foreign business, market, financial,\npolitical and legal conditions; (ii) the inability of the Company and FNRG to consummate the proposed transaction successfully or timely,\nincluding the risk that any required approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely\naffect the combined company or the expected benefits of the proposed transaction or that the approval of the equityholders of the Company\nand FNRG is not obtained; (iii) failure to realize the anticipated benefits of the proposed transaction; (iv) the ability of the combined\ncompany to grow and manage its growth effectively; (v) the ability of each of the Company and FNRG to execute their respective business\nplan; (vi) estimates of the size of the markets for the combined company’s respective products and services; (vii) the rate and\ndegree of market acceptance of the combined company’s products and services outside of its existing markets; (viii) the Company’s\nability to identify and integrate acquisitions; (ix) future investments in technology and operations; (x) potential litigation involving\nthe Company or FNRG; (xi) risks relating to the uncertainty of the projected financial information with respect to FNRG; (xii) the effects\nof competition on FNRG’s business; (xiii) developments and changes in laws and regulations; (xiv) the impact of significant investigative,\nregulatory or legal proceedings; (xv) general economic and market conditions impacting demand for the combined company’s products\nand services; (xvi) the ability to meet Nasdaq’s listing standards prior to and following the consummation of the proposed transaction;\nand (xvii) such other risks and uncertainties as are discussed in the Company’s Annual Report on Form 10-K filed with the SEC and\nthe Form S-4 to be filed relating to the proposed transaction.\n\n \n\nOther\nfactors include the possibility that the proposed transaction does not close, including due to the failure to receive required securityholder\napprovals, or the failure of other closing conditions. The Company expressly disclaims any obligations or undertaking to release publicly\nany updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations\nwith respect thereto or any change in events, conditions or circumstances on which any statement is based. Actual results could differ\nfrom those projected in any forward-looking statements due to numerous factors. These forward-looking statements are made as of the date\nof this report, and the Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results\ncould differ from those projected in the forward-looking statements, except as required by law. Although the Company believes that the\nbeliefs, plans, expectations and intentions contained in this report are reasonable, there can be no assurance that such beliefs, plans,\nexpectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also\nrefer to the risk factors disclosure outlined in the Company’s reports and statements filed from time-to-time with the SEC.\n\n \n\n**No\nOffer or Solicitation**\n\n \n\nThis\nCurrent Report on Form 8-K and the exhibits filed or furnished herewith are not intended to and do not constitute (i) a solicitation\nof a proxy, consent or approval with respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or\nthe solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed\ntransaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable\nlaw. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption\ntherefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer\nwill not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such\njurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone\nand the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.\n\n \n\nNEITHER\nTHE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS CURRENT REPORT ON FORM\n8-K AND THE EXHIBITS FILED OR FURNISHED HEREWITH ARE TRUTHFUL OR COMPLETE.\n\n** **\n\n \n\n \n\n** **\n\n**Important\nAdditional Information About the Proposed Transaction Will be Filed with the SEC**\n\n \n\nThis\nCurrent Report on Form 8-K and the exhibits filed or furnished herewith are not substitutes for the registration statement or for any\nother document that the Company may file with the SEC in connection with the proposed transaction. In connection with the proposed transaction\nbetween the Company and FNRG, the Company intends to file relevant materials with the SEC, including a registration statement on Form\nS-4 that will contain a proxy statement/prospectus of the Company. THE COMPANY URGES INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION\nSTATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS\nTO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION\nABOUT THE COMPANY, FNRG, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies\nof the proxy statement/prospectus and other documents filed by the Company with the SEC (when they become available) through the website\nmaintained by the SEC at www.sec.gov or by directing a request to Bio Green Med Solution, Inc. via email to: ir@BGMS.com.\n\n \n\n**Participants\nin the Solicitation**\n\n \n\nThe\nCompany, FNRG and their respective directors and executive officers may be considered participants in the solicitation of proxies in\nconnection with the proposed transaction. Information about the Company’s directors and executive officers is included in the Company’s\nmost recent Annual Report on Form 10-K, including any information incorporated therein by reference, as filed with the SEC on March 30,\n2026. Additional information regarding the persons who may be deemed participants in the solicitation of proxies will be included in\nthe proxy statement/prospectus relating to the proposed transaction when it is filed with the SEC. These documents can be obtained free\nof charge from the sources indicated above."}