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EXCHANGE COMMISSION**\n\n**WASHINGTON,\nD.C. 20549**\n\n** **\n\n****\n\n \n\n** **\n\n**SCHEDULE\n14A**\n\nProxy\nStatement Pursuant to Section 14(a) of\n\nthe\nSecurities Exchange Act of 1934 (Amendment No. )\n\n \n\nFiled\nby the Registrant ☒\n\n \n\nFiled\nby a Party other than the Registrant ☐\n\n \n\nCheck\nthe appropriate box:\n\n \n\n \n☐\nPreliminary Proxy Statement\n\n \n \n \n\n \n**☐**\n**Confidential, for Use of the Commission Only (as\npermitted by Rule 14a-6(e)(2))**\n\n \n \n \n\n \n☒\nDefinitive Proxy Statement\n\n \n \n \n\n \n☐\nDefinitive Additional Materials\n\n \n \n \n\n \n☐\nSoliciting Material under Rule 14a-12\n\n \n\n**BIO\nGREEN MED SOLUTION, INC.**\n\n(Name\nof Registrant as Specified In Its Charter)\n\n \n\n \n\n \n\n(Name\nof Person(s) Filing Proxy Statement, if other than the Registrant)\n\n \n\nPayment\nof Filing Fee (Check the appropriate box):\n\n \n\n \n☒\nNo fee required.\n\n \n \n \n\n \n☐\nFee paid previously with preliminary materials.\n\n \n \n \n\n \n☐\nFee computed on table in exhibit required by Item 25(b)\nper Exchange Act Rules 14a-6(i)(1) and 0-11.\n\n \n\n \n\n \n\n \n\n \n\n** **\n\n \n\n**BIO\nGREEN MED SOLUTION, INC.**\n\n**Level\n10, Tower 11, Avenue 5, No. 8**\n\n**Jalan\nKerinchi, Kuala Lumpur, Malaysia 59200**\n\n** **\n\nApril\n27, 2026\n\n \n\nTo\nOur Stockholders:\n\n \n\nYou\nare cordially invited to attend the 2026 Annual Meeting of Stockholders of Bio Green Med Solution, Inc. (the “**Company**”)\nto be held at 12:30 p.m., E.D.T., on June 18, 2026. We have decided to hold this year’s annual meeting via live audio webcast on\nthe internet (the “**Annual Meeting**” or “**Meeting**”). We believe hosting a virtual annual meeting enables\ngreater stockholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate\neffectively with our stockholders, and reduces the cost and environmental impact of our Annual Meeting. You will be able to attend the\nAnnual Meeting, vote and submit your questions during the Annual Meeting by visiting www.proxyvote.com. You will not be able to attend\nthe Annual Meeting in person.\n\n \n\nThe\nattached Notice of Annual Meeting and proxy statement describe the business we will conduct at the Annual Meeting and provide information\nabout us that the holders of our common stock (the “**Common Stock**”) should consider when voting.\n\n \n\nAt\nthe Annual Meeting, we will ask our holders of Common Stock to:\n\n \n\n1.To\nelect the following individuals as Class I Directors, each of whom has been nominated for\nre-election for a three-year term expiring at the 2029 annual meeting of stockholders: (a)\nDr. Satis Waran Nair Krishnan, and (b) Inigo Angel Laurduraj;\n\n \n\n2.To\nratify the appointment of SFAI Malaysia Plt. (PCAOB: 7167), as our independent auditors for\nthe 2026 fiscal year ending December 31, 2026; and\n\n \n\n3.To\napprove, on an advisory basis, our executive compensation.\n\n** **\n\n**In\naddition to these proposals, you may be asked to consider any other matters that properly may be presented at the Annual Meeting or any\nadjournments or postponements of the Annual Meeting, including proposals to adjourn the Annual Meeting with respect to proposals for\nwhich insufficient votes to approve were cast, and, with respect to such proposals, to permit further solicitation of additional proxies\nby the Company.**\n\n** **\n\n**The\nCompany’s board of directors unanimously recommends that you vote FOR each of the proposals to be considered and voted on at the\nAnnual Meeting**.\n\n \n\nIt\nis important that your shares be represented at the Annual Meeting. If you are unable to attend the Annual Meeting in person, I urge\nyou to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided. If you prefer, you can save time\nby voting through the Internet or by telephone as described in the proxy statement and on the enclosed proxy card. Your vote and participation\nin the governance of the Company is very important.\n\n \n\nSincerely,\n\n \n\n*/s/\nDatuk Dr. Doris Wong*\n\n* *\n\nDatuk\nDr. Doris Wong\n\nChief\nExecutive Officer and Executive Director\n\n  \n\n \n\n \n\n** **\n\n**BIO\nGREEN MED SOLUTION, INC.**\n\n**Level\n10, Tower 11, Avenue 5, No. 8**\n\n**Jalan\nKerinchi, Kuala Lumpur, Malaysia 59200**\n\n** **\n\n**April\n27, 2026**\n\n** **\n\n**NOTICE\nOF 2026 ANNUAL MEETING OF STOCKHOLDERS**\n\n** **\n\n**Time:**\n12:30 p.m. E.D.T\n\n \n \n\n**Date:**\nJune 18, 2026\n\n \n \n\n**Access:**\nThis year’s Annual\nMeeting will be a virtual meeting via live audio webcast on the Internet. You will be able to attend the Annual Meeting, vote and\nsubmit your questions during the meeting by visiting www.proxyvote.com and entering the 16-digit control number included in the Notice\nof Internet Availability or proxy card that you receive. For further information about the virtual Annual Meeting, please see the\nQuestions and Answers about the Meeting beginning on page 2 of the accompanying proxy statement.\n\n \n \n\n**Purposes:**\nFor the holders of our common stock (“**Common\nStock**”):\n\n \n\n \n1.\nTo elect the\nfollowing individuals as Class I Directors, each of whom has been nominated for re-election for a three-year term expiring at the\n2029 annual meeting of stockholders: (a) Dr. Satis Waran Nair Krishnan, and (b) Inigo Angel Laurduraj;\n\n \n \n \n\n \n2.\nTo ratify the appointment\nof SFAI Malaysia Plt. (PCAOB: 7167), as our independent auditors for the 2026 fiscal year ending December 31, 2026; and\n\n \n \n \n\n \n3.\nTo approve, on an advisory\nbasis, our executive compensation.\n\n \n\nIn\naddition, our holders of Common Stock shall consider and act upon such other business and matters as may properly come before the Meeting\nor any adjournments thereof. The Board of Directors recommends the approval of each of these proposals.\n\n \n\n**WHO\nMAY VOTE?**\n\n** **\n\nYou\nmay vote if you were the record holder of our Common Stock at the close of business on April 20, 2026. A list of stockholders of record\nwill be available at the Annual Meeting and during the ten days prior to the Annual Meeting at the office of our Secretary at the above\naddress. All stockholders are cordially invited to attend the Annual Meeting. **Whether you plan to attend the Annual Meeting or not,\nwe urge you to vote by following the instructions in the Notice of Internet Availability of Proxy Materials that you previously received\nand submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum**. You may change or revoke your\nproxy at any time before it is voted at the meeting. If you participate in and vote your shares at the Annual Meeting, your proxy will\nnot be used.\n\n \n\nBy\norder of the Board of Directors\n\n \n\n*/s/\nKiu Cu Seng*\n\nKiu\nCu Seng, Secretary\n\n \n\n \n\n \n\n** **\n\n**TABLE\nOF CONTENTS**\n\n \n\n \nPage\n\n[IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON JUNE 18, 2026](#G_001)\n1\n\n \n \n\n[IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING](#G_002)\n2\n\n \n \n\n[SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT](#G_003)\n8\n\n \n \n\n[MANAGEMENT AND CORPORATE GOVERNANCE](#G_004)\n9\n\n \n \n\n[EXECUTIVE AND DIRECTOR COMPENSATION](#rma_001)\n15\n\n \n \n\n[EQUITY COMPENSATION PLAN INFORMATION](#rma_002)\n17\n\n \n \n\n[PAY VERSUS PERFORMANCE](#rma_003)\n19\n\n \n \n\n[REPORT OF AUDIT COMMITTEE](#rma_004)\n21\n\n \n \n\n[CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS](#rma_005)\n21\n\n \n \n\n[PROPOSALS TO BE VOTED UPON BY HOLDERS OF COMMON STOCK](#rma_006)\n22\n\n \n \n\n[PROPOSAL 1: ELECTION OF DIRECTORS](#rma_007)\n22\n\n \n \n\n[PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#rma_008)\n23\n\n \n \n\n[PROPOSAL 3: ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION](#rma_009)\n25\n\n \n \n\n[CODE OF CONDUCT AND ETHICS](#rma_010)\n26\n\n \n \n\n[STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR](#rma_011)\n26\n\n \n \n\n[WHERE YOU CAN FIND MORE INFORMATION](#rma_012)\n27\n\n \n \n\n[OTHER\nMATTERS](#rma_013)\n27\n\n** **\n\n \n\n \n\n** **\n\n**BIO\nGREEN MED SOLUTION, INC.**\n\n**Level\n10, Tower 11, Avenue 5, No. 8**\n\n**Jalan\nKerinchi, Kuala Lumpur, Malaysia 59200**\n\n** **\n\n**PROXY\nSTATEMENT FOR BIO GREEN MED SOLUTION, INC.**\n\n** **\n\n**2026\nANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 18, 2026**\n\n** **\n\nThis\nproxy statement, along with the accompanying notice of the 2026 Annual Meeting of stockholders, contains information about the 2026 Annual\nMeeting of stockholders of Bio Green Med Solution, Inc., including any adjournments or postponements of the Annual Meeting. This year’s\nAnnual Meeting will be held via live audio webcast on the internet. You will be able to participate, vote and submit your questions during\nthe Annual Meeting by visiting www.proxyvote.com. You will not be able to attend the Annual Meeting physically.\n\n \n\nIn\nthis proxy statement, we refer to Bio Green Med Solution, Inc. as “BGMS,” “the Company,” “we,” “our”\nand “us.”\n\n \n\nThis\nproxy statement relates to the solicitation of proxies by our Board of Directors for use at the Annual Meeting.\n\n \n\n**On\nor about May 4, 2026, we intend to begin sending to our stockholders the Important Notice Regarding the Availability of Proxy Materials\ncontaining instructions on how to access our proxy statement for our 2026 Annual Meeting of stockholders and our 2025 annual report to\nstockholders. **\n\n**____________________________**\n\n** **\n\n**IMPORTANT\nNOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE**\n\n**SHAREHOLDER\nMEETING TO BE HELD ON JUNE 18, 2026**\n\n** **\n\n**This\nproxy statement, the notice of 2026 Annual Meeting of stockholders, our form of proxy card and our 2025 annual report to stockholders\nare available for viewing, printing and downloading at www.proxyvote.com. To view these materials, please have your 16-digit control\nnumber(s) available that appears on your Internet Availability Notice or proxy card. On this website, you can also elect to receive future\ndistributions of our proxy statements and annual reports to stockholders by electronic delivery.**\n\n** **\n\n**Additionally,\nyou can find a copy of our Annual Report on Form 10-K, which includes our financial statements, for the fiscal year ended December 31,\n2025 filed on March 30, 2026 on the website of the Securities and Exchange Commission, or the SEC, at www.sec.gov, or in the “SEC\nFilings” section of the “Investors” section of our website at www.bgmsglobal.com.**\n\n** **\n\n**You\nmay also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by sending\na written request to: Bio Green Med Solution, Inc., Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Kuala Lumpur, Malaysia 59200,\nattention: Secretary, Annual Meeting. Exhibits will be provided upon written request and payment of an appropriate processing fee.**\n\n** **\n\n1\n\n \n\n** **\n\n**IMPORTANT\nINFORMATION ABOUT THE ANNUAL MEETING AND VOTING**\n\n** **\n\n**Why\nis the Company Soliciting My Proxy?**\n\n** **\n\nThe\nBoard of Directors of Bio Green Med Solutions, Inc. is soliciting your proxy to vote at the 2026 Annual Meeting of stockholders, and\nany adjournments or postponements of the meeting, which we refer to as the Annual Meeting, to be held at 12:30 p.m., E.D.T., on June\n18, 2026. This year’s Annual Meeting will be held via live audio webcast on the internet. You will be able to participate, vote\nand submit your questions during the Annual Meeting by visiting www.proxyvote.com. If you encounter any difficulties accessing the virtual\nmeeting during check-in or the meeting, please call the technical support number that will be posted on the virtual stockholder meeting\nlog-in page. We believe that a virtual meeting will provide expanded stockholder access and participation and improved communications.\nYou will not be able to attend the Annual Meeting physically. The proxy statement, along with the accompanying Notice of Annual Meeting\nof Stockholders, summarizes the purposes of the meeting and the information you need to know to vote at the Annual Meeting.\n\n \n\nWe\nhave made available to you on the Internet or have sent you this proxy statement, the 2025 notice of Annual Meeting of stockholders,\nthe proxy card or cards and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 because you owned shares\nof our common stock (“**Common Stock**”) on the record date. We intend to commence distribution of the Important Notice\nRegarding the Availability of Proxy Materials, which we refer to throughout this proxy statement as the Internet Availability Notice,\nand, if applicable, proxy materials to stockholders on or about May 4, 2026.\n\n** **\n\n**How\nwill the Annual Meeting be conducted?**\n\n \n\nPursuant\nto our Amended and Restated Bylaws (the “**Bylaws**”), the Board has broad responsibility and legal authority to adopt\nrules and regulations for the Annual Meeting to ensure the meeting is conducted in an orderly and timely manner. This authority includes\nestablishing rules for stockholders who wish to address the meeting. Only stockholders or their valid proxy holders may address the meeting.\nCopies of these rules will be available at the meeting. The Chairman of the Board (the “**Chairman**”) may also exercise\ndiscretion in recognizing stockholders’ comments or questions and in determining the extent of discussion on each item of business.\nQuestions pertinent to meeting matters will be answered at the conclusion of the meeting, subject to time constraints. Questions regarding\npersonal matters, including those related to employment, are not pertinent to meeting matters and therefore will not be answered. Dialogue\ncan also be facilitated with interested parties outside the meeting as described below under “**Stockholder Communications to\nthe Board of Directors**.” The Chairman may also rely on applicable law regarding disruptions or disorderly conduct to ensure\nthat the meeting is conducted in a manner that is fair to all stockholders.\n\n \n\nWe\nare urging all stockholders to take advantage of voting in advance by mail, by telephone or through the Internet.\n\n** **\n\n**Why\nDid I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?**\n\n** **\n\nAs\npermitted by the rules of the U.S. Securities and Exchange Commission (the “**SEC**”), we may furnish our proxy materials\nto our stockholders by providing access to such documents on the Internet, rather than mailing printed copies of these materials to each\nstockholder. Accordingly, on or about May 4, 2026, we are mailing or delivering electronically to certain of our stockholders a Notice\nof Internet Availability of Proxy Materials that provides instructions on how to access our proxy materials on the Internet and vote\nor, alternatively, how to request that a copy of the proxy materials be sent to them by mail. Most stockholders will not receive printed\ncopies of the proxy materials unless they request them.\n\n \n\nWe\nbelieve that this process should expedite stockholders’ receipt of proxy materials, lower the costs of the Annual Meeting and help\nto conserve natural resources. If you receive the Internet Availability Notice by mail or electronically, you will not receive a printed\nor email copy of the proxy materials, unless you request one by following the instructions included in the Internet Availability Notice.\nInstead, the Internet Availability Notice instructs you as to how you may access and review all of the proxy materials and submit your\nproxy on the Internet. If you requested a paper copy of the proxy materials, you may authorize the voting of your shares by following\nthe instructions on the proxy card, in addition to the other methods of voting described in this proxy statement.\n\n \n\n2\n\n \n\n \n\n**Why\nAre You Holding a Virtual Annual Meeting?**\n\n** **\n\nThis\nyear’s Annual Meeting will be held in a virtual meeting format only. We have designed our virtual format to enhance, rather than\nconstrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with\nus in advance of, and during, the Annual Meeting so they can ask questions of our board of directors or management, as time permits.\n\n \n\n**How\ndo I access the Virtual Annual Meeting?**\n\n** **\n\nThe\nlive webcast of the Annual Meeting will begin promptly at 12:30 p.m. E.D.T. Online access to the audio webcast will open 15 minutes prior\nto the start of the Annual Meeting to allow time for you to log-in and test your device’s audio system. The virtual Annual Meeting\nis running the most updated version of the applicable software and plugins. You should ensure you have a strong internet connection wherever\nyou intend to participate in the Annual Meeting. You should also allow plenty of time to log in and ensure that you can hear streaming\naudio prior to the start of the Annual Meeting.\n\n \n\nLog-in\nInstructions. To be admitted to the virtual Annual Meeting, you will need to log-in at www.proxyvote.com using the 16-digit control number\nfound on the proxy card or voting instruction card previously mailed or made available to stockholders entitled to vote at the Annual\nMeeting.\n\n** **\n\n**Who\nmay attend the meeting?**\n\n** **\n\nAll\nstockholders as of the Record Date may attend the Annual Meeting. If you are a registered holder, to gain admission, you will need valid\npicture identification or other proof that you are a stockholder of record of Common Stock as of the Record Date. If your Common Stock\nis held in a bank or brokerage account, a recent bank or brokerage statement showing that you owned Common Stock on the Record Date will\nbe required for admission. To obtain directions to attend the Annual Meeting and vote in person, please contact Investor Relations by\nsending an email to info@bgmsglobal.com.\n\n** **\n\n**Who\nMay Vote?**\n\n** **\n\nOnly\nstockholders who own our Common Stock at the close of business on April 20, 2026 will be entitled to vote at the Annual Meeting. On this\nrecord date, there were 5,519,456 shares of our Common Stock outstanding and entitled to vote on the proposals submitted to our holders\nof Common Stock.\n\n \n\nIf\non April 20, 2026 your shares of our Common Stock were registered directly in your name with our transfer agent, Equiniti Trust Company,\nLLC, then you are a stockholder of record.\n\n \n\nIf\non April 20, 2026 your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar\norganization, then you are the beneficial owner of shares held in “street name” and the Internet Availability Notice or if\napplicable, our proxy materials are being forwarded to you by that organization. The organization holding your account is considered\nto be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your\nbroker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since\nyou are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy\nfrom your broker or other agent.\n\n \n\nYou\ndo not need to attend the Annual Meeting to vote your shares. Shares represented by valid proxies, received in time for the Annual Meeting\nand not revoked prior to the Annual Meeting, will be voted at the Annual Meeting. For instructions on how to change or revoke your proxy,\nsee “*May I Change or Revoke My Proxy?*” below.\n\n \n\nFor\nthe ten-day period immediately prior to the Annual Meeting, the list of the stockholders of record entitled to vote at the Annual Meeting\nwill be available for inspection at our offices at Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Kuala Lumpur, Malaysia 59200,\nby stockholders for such purposes as are set forth in the General Corporation Law of the State of Delaware. The list of the stockholders\nwill also be available for inspection at the Annual Meeting.\n\n \n\n3\n\n \n\n \n\n**What\nProposals Can I Vote on as a Holder of Preferred Stock?**\n\n** **\n\nThe\nholders of Preferred Stock are not entitled to vote on any current proposals.\n\n \n\nPursuant\nto the terms of the Certificate, holders of the Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors,\nout of the funds of the Company legally available therefor, cash dividends payable in equal quarterly installments on each of February\n1, May 1, August 1, and November 1. The Certificate further provides that, if the Company is in arrears in an aggregate amount equal\nto at least six quarterly dividends (whether or not consecutive), the number of members of the Company’s Board of Directors will\nbe increased by two, effective as of the time of election of such directors, and the holders of Preferred Stock, voting separately as\na class, will have the right to vote and elect such two additional directors. This right is accrued to the holders of our Preferred Stock\nas of August 2, 2010. The Company is current in the payment of quarterly dividends on the Preferred Stock, most recently, on January\n12, 2026, the Board of Directors of the Company declared a quarterly cash dividend of $0.15 per share on the Preferred Stock, which dividend\nwas paid on February 1, 2026, to Preferred Stock stockholders of record as of the close of business on January 22, 2026.\n\n \n\n**How\nMany Votes Do I Have?**\n\n** **\n\nEach\nshare of our Common Stock that you own entitles you to one vote with respect to each of the proposals to be voted on by holders of Common\nStock presented in the proxy statement.\n\n \n\n**How\nDo I Vote?**\n\n** **\n\nWhether\nyou plan to attend the Annual Meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through\nthis solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via\nthe Internet or telephone. You may specify whether your shares should be voted for or withheld for each nominee for director, and whether\nyour shares should be voted for, against or abstain with respect to each of the other proposals. If you properly submit a proxy without\ngiving specific voting instructions, your shares will be voted in accordance with our board of directors’ recommendations as noted\nbelow. Voting by proxy will not affect your right to attend the Annual Meeting.\n\n \n\nIf\nyour shares are registered directly in your name through our transfer agent, Equiniti Trust Company LLC, or you have stock certificates\nregistered in your name, you may vote:\n\n \n\n**BY\nINTERNET OR BY TELEPHONE. FOLLOW THE INSTRUCTIONS ON YOUR NOTICE TO VOTE OVER THE INTERNET. IF YOU RECEIVED A PROXY CARD IN THE MAIL,\nTHE PROXY CARD WILL HAVE INSTRUCTIONS FOR VOTING OVER THE INTERNET OR BY TELEPHONE.**\n\n** **\n\n**BY\nMAIL. IF YOU RECEIVED ONE OR MORE PROXY CARDS BY MAIL, YOU CAN VOTE BY MAIL BY COMPLETING, SIGNING, DATING AND RETURNING THE ENCLOSED\nPROXY CARD IN THE ENCLOSED POSTAGE PREPAID ENVELOPE. YOUR PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS. IF YOU SIGN THE PROXY\nCARD BUT DO NOT SPECIFY HOW YOU WANT YOUR SHARES VOTED, THEY WILL BE VOTED AS RECOMMENDED BY OUR BOARD OF DIRECTORS.**\n\n** **\n\n**AT\nTHE MEETING. YOU MAY VOTE YOUR SHARES ELECTRONICALLY AT THE VIRTUAL ANNUAL MEETING. YOU WILL NEED THE 16-DIGIT CONTROL NUMBER ON YOUR\nNOTICE OR PROXY CARD IN ORDER TO VOTE AT THE MEETING. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING VIRTUALLY, WE ENCOURAGE YOU TO VOTE\nIN ADVANCE SO THAT YOUR VOTE WILL BE COUNTED IN THE EVENT YOU DECIDE NOT TO ATTEND.**\n\n** **\n\nIf\nyour shares are held in “street name” by a bank, broker or other nominee, please see the materials you received from your\nbank, broker or other nominee for voting instructions. To participate and vote during the Annual Meeting, you will need the 16-digit\ncontrol number included on your Notice or your voting instruction form. If you do not have your 16-digit control number, you may gain\naccess to and vote at the meeting by logging in to website of your bank, broker or other nominee and selecting the stockholder communications\nmailbox to access the meeting. Even if you plan to attend the Annual Meeting virtually, we encourage you to vote in advance so that your\nvote will be counted in the event you later decide not to attend. Telephone and Internet voting facilities for all stockholders of record\nwill be available 24-hours a day and will close at 11:59 p.m., E.D.T., on June 17, 2026.\n\n \n\n4\n\n \n\n** **\n\n**What\nare the voting recommendations of the Company’s Board?**\n\n \n\nThe\nBoard recommends that stockholders vote:\n\n \n\n \n●\n“**FOR**”\nthe re-election of each of Dr. Satis Waran Nair Krishnan (Class 1), and Inigo Angel Laurduraj (Class 1), nominees for directors (**Proposal\n1**);\n\n \n \n \n\n \n●\n“**FOR**”\nthe ratification of the appointment of SFAI Malaysia Plt., as our independent auditors for the 2026 fiscal year ending December 31,\n2026 (**Proposal 2**); and\n\n \n \n \n\n \n●\n“**FOR**”\nthe approval, on an advisory basis, our executive compensation (**Proposal 3**).\n\n \n\nIn\naddition, our holders of Common Stock shall consider and act upon such other business and matters as may properly come before the Meeting\nor any adjournments thereof. The Board of Directors recommends the approval of each of these proposals. If any other matter is properly\npresented at the Annual Meeting, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance\nwith the proxy holder’s best judgment. At the time this proxy statement was first made available, we knew of no matters that needed\nto be acted on at the Annual Meeting, other than those described in this proxy statement.\n\n \n\n**May\nI Change or Revoke My Proxy?**\n\n** **\n\nIf\nyou submit a proxy, you may change or revoke it at any time before the Annual Meeting. You may change or revoke your proxy in any one\nof the following ways:\n\n \n\n \n●\nBy submitting a new proxy\ncard with a date later than your previously delivered proxy and submitting it as instructed above or by providing written notice\nof revocation to us before the Annual Meeting at Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Kuala Lumpur, Malaysia 59200,\nAttention: Kiu Cu Seng, Chief Financial Officer, Executive Director and Secretary;\n\n \n \n \n\n \n●\nBy submitting a later proxy\nby Internet or by telephone as instructed above; or\n\n \n \n \n\n \n●\nBy attending the Annual\nMeeting and voting at the meeting. Attending the Annual Meeting will not, in and of itself, change or revoke a previously submitted\nproxy unless you specifically request it or vote at the Annual Meeting. Your most current vote, whether by telephone, Internet or\nproxy card is the one that will be counted.\n\n \n\n**What\nif I Receive More Than One Internet Availability Notice or Proxy Card?**\n\n** **\n\nYou\nmay receive more than one Internet Availability Notice or proxy card if you hold shares of our Common Stock in more than one account,\nwhich may be in registered form or held in street name. Please vote in the manner described above under “*How Do I Vote?*”\nfor each account to ensure that all of your shares are voted.\n\n \n\n5\n\n \n\n \n\n**Will\nMy Shares be Voted if I Do Not Vote?**\n\n** **\n\nIf\nyour shares are registered in your name or if you have stock certificates, they will not be counted if you do not vote as described above\nunder “*How Do I Vote?*”. If your shares are held in street name and you do not provide voting instructions to the bank,\nbroker or other nominee that holds your shares as described above, the bank, broker or other nominee that holds your shares has no authority\nto vote your unvoted shares without receiving instructions from you. Therefore, we encourage you to provide voting instructions to your\nbank, broker or other nominee. This ensures your shares will be voted on at the Annual Meeting and in the manner you desire. A “broker\nnon-vote” will occur if your broker, bank or other nominee cannot vote your shares on a particular matter because it has not received\ninstructions from you and does not have discretionary voting authority on that matter or because your broker, bank or other nominee chooses\nnot to vote on a matter for which it does have discretionary voting authority. Therefore, if you hold your shares in street name, it\nis critical that you cast your vote if you want your vote to be counted.\n\n** **\n\n**What\nVote Is Required to Approve Each Proposal and How Are Votes Counted?**\n\n** **\n\n**Proposal\n1: Election of Directors:**We are asking stockholders to vote upon the election of the directors named in our Proxy Statement\nand recommended for nomination by our Governance Committee and nominated by our Board, each to hold office for a three-year term\nexpiring at the 2029 annual meeting of stockholders or upon his or her successor being elected and qualified, or until his or her earlier\nresignation, retirement, death, disqualification or removal. A plurality of the affirmative votes cast by stockholders present in person\nor represented by proxy and entitled to vote is required for the election of each such director nominee. You may vote either “FOR”\nor “WITHHOLD” your vote from any one or more of the nominees. Votes that are withheld and broker non-votes will\nhave no effect on the election of directors because only votes “FOR” a nominee will be counted. That said, in an uncontested\nelection, any director nominee who receives a greater number of votes “withheld” than votes “for” such director\nnominee’s election is required to promptly tender his or her resignation, subject to acceptance by the Board, in accordance with\nour Bylaws. The Board’s decision, which will not involve the participation of any incumbent director who fails to receive a majority\nof the votes cast in an uncontested election of directors, will be promptly disclosed in a public announcement. There is no cumulative\nvoting in the election of directors.\n\n** **\n\n**Proposal\n2: Ratification of the Audit Committee’s appointment of the independent registered public accounting firm:**Ratification\nof the appointment of SFAI Malaysia Plt. to serve as our independent registered public accounting firm for 2026 requires that a\nmajority of the votes represented at the Annual Meeting, in person or by proxy, be voted “FOR” the proposal. You may vote\n“FOR,” “AGAINST” or “ABSTAIN” on this matter. If you vote to “ABSTAIN” with respect to\nthis proposal, your shares will be counted as present for purposes of establishing a quorum, and the abstention will have the same effect\nas a vote “AGAINST” the proposal. The ratification of the Audit Committee’s appointment of the independent registered\npublic accounting firm is considered a routine matter for which a bank, broker or other holder of record will have discretionary authority\nto vote on behalf of the beneficial owners of shares held by the bank, broker or other holder, even in the absence of specific instructions\nfrom the beneficial owner.\n\n** **\n\n**Proposal\n3: Approval, in an advisory vote, of the compensation of our named executive officers, as disclosed in the Proxy Statement:**An\nadvisory vote on the compensation of our named executive officers is required pursuant to Section 14A of the Securities and Exchange\nAct of 1934 (“**Exchange Act**”). The affirmative vote of a majority of the votes represented at the Annual Meeting, in\nperson or by proxy, is required to approve, on an advisory basis, the compensation of our named executive officers, as described in this\nProxy Statement. You may vote “FOR,” “AGAINST” or “ABSTAIN” on this matter. If you vote to “ABSTAIN”\nwith respect to this proposal, your shares will be counted as present for purposes of establishing a quorum, and the abstention will\nhave the same effect as a vote “AGAINST” the proposal. Broker non-votes will also have the same effect as a vote\n“AGAINST” the proposal. Although the advisory vote is non-binding, the Compensation Committee and the Board will\nreview the results of this vote and will take it into consideration when making future decisions regarding executive compensation.\n\n** **\n\n**Is\nVoting Confidential?**\n\n \n\nWe\nwill keep all of the proxies, ballots and voting tabulations private. We only let our Inspector of Election, a representative of Broadridge\nFinancial Solutions, Inc., examine these documents. Management will not know how you voted on a specific proposal unless it is necessary\nto meet legal requirements. Broadridge Financial Solutions, Inc., however, will forward to management any written comments you make,\non the proxy card or elsewhere.\n\n** **\n\n6\n\n \n\n** **\n\n**Where\nCan I Find the Voting Results of the Annual Meeting?**\n\n** **\n\nThe\npreliminary voting results will be announced at the Annual Meeting, and we will publish preliminary, or final, results, if available,\nin a Current Report on Form 8-K within four business days of the Annual Meeting. If final results are unavailable at the time we file\nthe Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the\nfinal voting results are known.\n\n \n\n**What\nAre the Costs of Soliciting these Proxies?**\n\n** **\n\nWe\nwill pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax\nor email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other\ninstitutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies.\nWe will then reimburse them for their expenses.\n\n \n\nWe\nhave engaged Laurel Hill Advisory Group, LLC, to act as our proxy solicitor in connection with the proposals to be acted upon at our\nAnnual Meeting. Pursuant to our agreement, Laurel Hill Advisory Group, LLC will, among other things, provide advice regarding proxy solicitation\nissues and solicit proxies from our stockholders on our behalf in connection with the Annual Meeting. For these services, we will pay\na fee of approximately $7,000 plus expenses.\n\n \n\n**What\nConstitutes a Quorum for the Annual Meeting?**\n\n** **\n\nThe\npresence, at the meeting or by proxy, of the holders of a majority of the voting power of all outstanding shares of our Common Stock\nentitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. Votes of stockholders of record who\nare present at the Annual Meeting or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum\nexists. Broker non-votes will be counted for purposes of determining whether a quorum exists with respect to all of the Proposals.\n\n \n\n**Attending\nthe Annual Meeting**\n\n** **\n\nThis\nyear, the Annual Meeting will be held in a virtual meeting format only. To attend the Annual Meeting, go to www.proxyvote.com shortly\nbefore the meeting time, and follow the instructions. You need not attend the Annual Meeting in order to vote.\n\n \n\n**Householding\nof Annual Disclosure Documents**\n\n** **\n\nSome\nbrokers or other nominee record holders may be sending you a single set of our proxy materials if multiple of our stockholders live in\nyour household. This practice, which has been approved by the SEC, is called “householding.” Once you receive notice from\nyour broker or other nominee record holder that it will be “householding” our proxy materials, the practice will continue\nuntil you are otherwise notified or until you notify them that you no longer want to participate in the practice. Stockholders who participate\nin householding will continue to have access to and utilize separate proxy voting instructions.\n\n \n\nWe\nwill promptly deliver a separate copy of our Internet Availability Notice. If you would like to request a copy of the material(s) for\nthis and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639, or (3) send an email to sendmaterial@proxyvote.com.\nIf you send an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise\nreceive a paper or email copy.\n\n \n\n**Electronic\nDelivery of Company Stockholder Communications**\n\n** **\n\nMost\nstockholders can elect to view or receive copies of future proxy materials over the Internet instead of receiving paper copies in the\nmail. You can choose this option and save us the cost of producing and mailing these documents by:\n\n \n\n \n●\nfollowing the instructions\nprovided on your Internet Availability Notice or proxy card;\n\n \n \n \n\n \n●\nfollowing the instructions\nprovided when you vote over the Internet; or\n\n \n \n \n\n \n●\ngoing to *www.proxyvote.com*\nand following the instructions provided.\n\n \n\n7\n\n \n\n** **\n\n**SECURITY\nOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**\n\n** **\n\nThe\nfollowing table sets forth certain information with respect to the beneficial ownership of our Common Stock and our preferred stock (the\n“Preferred Stock”) as of April 20, 2026 for (a) each of our named executive officers, (b) each of our directors and director\nnominees, (c) all of our current directors and executive officers as a group, and (d) each stockholder known by us to own beneficially\nmore than 5% of our Common Stock or Preferred Stock, relying solely upon the amounts and percentages disclosed in their public filings.\n\n \n\nBeneficial\nownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.\nWe deem shares of Common Stock that may be acquired by an individual or group within 60 days of April 20, 2026 pursuant to the exercise\nof options or warrants to be outstanding for the purpose of computing the percentage ownership of an individual or group but do not deem\nthem to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated\nin footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to\nall shares of stock shown to be beneficially owned by them based on information provided to us by these stockholders.\n\n \n\nThe\npercentage of ownership of Common Stock is based on 5,519,456 shares of Common Stock outstanding as of April 20, 2026. The percentage\nof ownership of Preferred Stock is based on 135,537 shares of Preferred Stock outstanding as of April 20, 2026.\n\n** **\n\n**Name of Beneficial Owners (1)** \nNumber of\n\nShares of\n\nCommon Stock\n\nBeneficially\n\nOwned  \n**Percentage\nof\nOutstanding\nShares of\nCommon\nStock(2)** \n \n**Number of\nShares of\nPreferred Stock\nBeneficially\nOwned (2)**  \n**Percentage\nof Preferred Stock Owned (2)**\n\nDr. Satis Waran Nair Krishnan \n -  \n %\n \n       -  \n-\n\nInigo Angel Laurduraj \n -  \n  %\n \n -  \n-\n\nSoon Ping Pappas \n -  \n  %\n \n -  \n-\n\nDatuk Dr. Doris Wong Sing Ee(3) \n 1,111,131  \n 20.13%\n \n -  \n-\n\nKiu Cu Seng \n 200,000  \n 3.62%\n \n -  \n-\n\nExecutive officers and directors as a group (5 persons) \n 1,311,131  \n 23.75%\n \n -  \n-\n\n*5% or more stockholders* \n    \n   \n \n    \n \n\nYap Kim Choy(4) \n 467,535  \n 8.47%\n \n -  \n-\n\nFitters Diversified Berhad(5) \n 279,248  \n 5.06%\n \n -  \n-\n\n \n\n \n\n \n\n*\nRepresents beneficial ownership\nof less than one percent of our outstanding shares of Common Stock.\n\n \n\n(1)\nUnless otherwise indicated,\nthe address of each beneficial owner listed below is c/o Bio Green Med Solution, Inc., Bio Green Med Solution, Inc., Level 10, Tower\n11, Avenue 5, No. 8 Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.\n\n \n \n\n(2)\nAssumes the sale of all\nshares of Common Stock being offered pursuant to this prospectus.\n\n \n\n(3)\nThe Company’s Chief\nExecutive Officer, Datuk Dr. Doris Wong Sing Ee is the Majority Stockholder referred to herein who controls the management and affairs\nof the Company, and currently can control matters requiring the approval by the Company’s stockholders, including the election\nof directors, any merger, consolidation or sale of all or substantially all of its assets, and any other significant corporate transaction.\n\n \n\n(4)\nBased\nsolely on Form 4 filed with the SEC on November 5, 2025 by Yap Kim Choy.\n\n** **\n\n(5)\nBased\nsolely on Form 13/G filed with the SEC on October 21, 2025 by Fitters Diversified Berhad.\n\n \n\n8\n\n \n\n** **\n\n**MANAGEMENT\nAND CORPORATE GOVERNANCE**\n\n** **\n\n**The\nBoard of Directors**\n\n** **\n\nOur\ncharter provides that our business is to be managed by or under the direction of our Board of Directors. Our Board of Directors is divided\ninto three classes for purposes of election. One class is elected at each Annual Meeting of stockholders to serve for a three-year term.\nOur Board of Directors currently consists of three classes, as set forth below.\n\n \n\nSet\nforth below are the names of the persons who are nominated as directors for election at the Annual Meeting as well as the directors whose\nterms do not expire this year, their ages, their offices in the Company, if any, their principal occupations or employment for at least\nthe past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have\nheld directorships during the past five years. Additionally, information about the specific experience, qualifications, attributes or\nskills that led to our Board of Directors’ conclusion at the time of filing this proxy statement that each person listed below\nshould serve as a director is set forth below:\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nDatuk Dr. Doris Wong\n \n44\n \nChief Executive Officer and Executive Director\n\nKiu Cu Seng\n \n37\n \nChief Financial Officer, Executive Director and Secretary\n\nSoon Ping Pappas\n \n35\n \nIndependent Director\n\nDr. Satis Waran Nair Krishnan\n \n40\n \nIndependent Director\n\nInigo Angel Laurduraj\n \n41\n \nIndependent Director\n\n \n\n**Board\nDiversity Matrix (as of April 27, 2026)**\n\n** **\n\nThis\ntable provides information on the diversity of our current Board of Directors:\n\n \n\nTotal Number of Directors \n 5  \n   \n\n  \n **Female**  \n **Male** \n\nPart I: Gender Identity \n    \n   \n\nDirectors \n 3  \n 2 \n\nPart II: Demographic Background \n    \n   \n\nAfrican American or Black \n 0  \n 0 \n\nHispanic or Latinx \n 0  \n 0 \n\nAsian \n 3  \n 2 \n\nWhite \n 0  \n 0 \n\n** **\n\n**Datuk\nDr. Doris Wong.**Datuk Dr. Wong has served as our Chief Executive Officer and Executive Director since February 26,\n2025. Datuk Dr. Wong is a seasoned leader with more than 20 years of management experience across various industries ranging from oil\nand gas, property development, solar, engineering, advertising, food and beverage, raw materials and more. She specializes in business\ndevelopment, strategic consultancy and corporate advisory in mergers and acquisition and joint venture across Malaysia, Singapore, China,\nJapan, Thailand and Indonesia.\n\n \n\nSince October 2020, Datuk\nDr. Wong has served as Executive Director of Metronic Global Bhd, an investment holding company, where she has been optimizing financial\noperations, establishing business goals, advising the board of directors on organizational activities and executing special business\nprojects. She has also been involved in various investment opportunities in business diversification, generating new revenue and increasing\nshareholders’ wealth.\n\n \n\nSince February 2017, Datuk\nDr. Doris Wong Sing Ee has been a non-independent non-executive director at Trive Property Group Bhd (0118.KL).\n\n \n\nDatuk Dr. Wong served as\nan independent director and member of the audit committee and the compensation committee of Energem Corp from its initial public offering\non November 16, 2021 until her appointment as Executive Director on January 27, 2023. Following Energem Corp’s completion of a\nseries of transactions that resulted in its business combination with Graphjet Technology Sdn. Bhd., a Malaysian private limited company\n(“Graphjet”) on March 14, 2024, Datuk Dr. Wong served as a director of Graphjet until January 6, 2025.\n\n \n\nDatuk Dr. Wong served as\nthe Executive Director of BSL Corporation Berhad (KLSE: BSLCORP) from May 2024 to August 2025, a public listed company with its business\nsegments constituting stamping and manufacturing of precision metal parts and fabrication of tools and dies, printed circuit boards (PCB)\nassembly of all types of electronics and electrical components, devices and systems, fabrication and forging of base metal components\nfor consumer products. Previously, from January 2019 to September 2020, Datuk Dr. Doris Wong Sing Ee served as Chief Corporate Officer\nin Metronic Engineering Sdn. Bhd. (0043.KL) where she oversaw HR operations, set objectives for the HR team and helped shape the brand\nstrategy of the company. Datuk Dr. Wong served as General Manager from 2015 to 2016 in Dai-Ichi Kikaku Sdn. Bhd. where she was overseeing\nand handling business development, client strategy and direction, creative, production, media planning, procurement and research. From\n2012 to 2015, she served as Strategic Business Consultant for JLPW Law Firm where she handled mergers and acquisitions and joint venture\ndeals internationally for various industries. From 2002 to 2012, Datuk Dr. Wong started her career as a Managing Director at Niagamatic\nSdn. Bhd., where she controlled all business operations to give strategic guidance and directions to the board and staff to ensure the\ncompany achieved its financial vison, mission and long-term goals. We believe Datuk Dr. Wong is qualified to serve on our board of directors\ndue to her extensive and varied deal experience throughout his career, including her prior special purpose acquisition company experience.\n\n \n\nDatuk Dr. Wong completed AI Strategy & Leadership Programme, Said Business School,\nOxford University (UK) in 2026. She holds a Doctor of Business Administration majoring in ESG in 2025, and a Master of Corporate Governance\nin 2016, both from HELP University, Malaysia. She earned her Bachelor’s degree in Creative Multimedia, majoring in Media Innovation\nin 2003 from Multimedia University, Malaysia.\n\n \n\n9\n\n \n\n  \n\n**Kiu\nCu Seng.** Mr. Kiu has served as our Chief Financial Officer since February 26, 2025. Mr. Kiu brings extensive accounting\nand audit experience involving publicly listed companies, supported by his strong background in financial reporting and compliance. Prior\nto his current roles, Mr. Kiu served as Energem Corp’s Chief Financial Officer from August 12, 2021 through its completion of a\nseries of transactions that resulted in its business combination with Graphjet on March 14, 2024.\n\n \n\nSince March 2021, Mr. Kiu\nhas served as Group Accountant for Sanichi Technology Bhd and he took on the role of Group Accountant at Computer Forms (Malaysia) Berhad\nfrom September 2022. In these capacities, he oversees the preparation of consolidation financial statements, ensures compliance with\nrelevant accounting standards, and supports group-wide financial reporting, analysis and governance. Mr. Kiu served as Group Accountant\nfor Trive Property Group Berhad and BCM Alliance Berhad from March 2021 to September 2025. From June 2019 to February 2021, Mr. Kiu held\nmanagerial roles at SBY & Partners PLT (formerly known as Siew Boon Yeong & Associates), a well-established professional accounting\norganization providing a comprehensive range of services ranging from audit and assurance, taxation and accounting where he specialized\nin auditing matters. Mr. Kiu graduated from Infrastructure University Kuala Lumpur in 2013 with a bachelor’s degree (with Honors)\nin Accounting and from Kuala Lumpur Infrastructure University College with a Diploma in Accounting in 2009.\n\n   \n\n **Dr.\nSatis Waran Nair Krishnan.** Dr. Krishnan has served as a member of our Board of Directors, Chair of the Nominating and\nGovernance Committee and member of the Audit Committee and Compensation Committee since April 2025. Dr. Krishnan is a General Practitioner\nwith Centric Health in Drogheda, County Louth, Ireland. He has extensive experience in public healthcare and primary care, having served\nin various clinical and leadership roles for more than a decade prior to his current role. He is also currently working closely with\nthe Irish College of General Practitioners (ICGP) as part of ongoing professional development and training initiatives.\n\n \n\nHe completed advanced training in primary care dermatology through\nprograms offered by the Association of Family Physicians of Malaysia (AFPM) and the Institute of Dermatology in Bangkok, Thailand.\n\n** **\n\n**Inigo\nAngel Laurduraj.** Ms. Laurduraj has served as a member of our Board of Directors, Chair of the Audit Committee and member of\nthe Compensation Committee and Nominating and Governance Committee since April 2025. Ms. Laurduraj brings extensive audit and accounting\nservices to the Company over her 20 years in that industry. Ms. Laurduraj served as a Senior Accounting Manager at IOI Oleochemicals\nSdn. Bhd., an edible oil refining and oleochemicals company for 11 years from 2007 through 2018. Prior to that, she served from 2005\nthrough 2007 as an Auditor for Moore Stephens (now Moore Global), a global firm operating in 114 countries specializing in accounting\nand finance services, audit and assurance, fund services, private client services, corporate services, and tax services. Ms. Laurduraj\nearned an Association of Chartered Certified Accountants (ACCA) in 2015 and a Bachelors of Arts in Accounting in 2014.\n\n \n\n**Soon Ping Pappas**.\nMs. Pappas has served as a member of our Board of Directors, Chair of the Compensation Committee and member of the Audit Committee and\nNominating and Governance Committee since September 2025. Ms. Pappas brings more than 10 years of business and management experience\nto her new role on the Board. As a licensed and registered Occupational Therapy Assistant in the State of New York, Ms. Pappas has worked\nas a occupational therapy practitioner on Long Island, New York since 2023. Prior to that Ms. Pappas worked as an International Marketing\nCoordinator where she assisted in the planning, execution, and monitoring of international marketing campaigns across digital, print,\nand social media channels and worked with public relations, events, and operations teams to align international marketing with guest\nexperiences. Ms. Pappas earned an Associate’s Degree in Applied Science from Suffolk Community College (New York) in 2024 (Dean’s\nList) and a Certificate in Business Studies from Segi College, Kuala Lumpur, Malaysia in 2010. Ms. Pappas is fluent in English, Mandarin,\nCantonese, and Bahasa Melayu.\n\n** **\n\n10\n\n \n\n** **\n\n**Governance\nCommittee Charter**\n\n \n\nOur\nBoard is responsible for providing effective governance and oversight of our affairs. Our corporate governance practices are designed\nto align the interests of our Board and management with those of our stockholders and to promote honesty and integrity. Our Board has\nadopted Amended and Restated Nominating and Corporate Governance Committee Charter (the “**Governance Committee Charter**”)\nthat outline our corporate governance policies and procedures, including, among other topics, director responsibilities, Board committees,\ndirector access to the Company’s officers and employees, director compensation, management succession and performance evaluations\nof the Board. More information about our corporate governance including a copy of our Governance Committee Charter, is available on our\nwebsite at www.bgmsglobal.com, in the Investor Relations section, under the heading “Corporate Governance.”\n\n** **\n\n**Code\nof Conduct**\n\n \n\nWe\nhave adopted a written Amended and Restated Code of Business Conduct and Ethics (the “**Code of Conduct**”) that applies\nto all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal\naccounting officer. We are committed to the highest standards of ethical and professional conduct, and the Code of Conduct provides guidance\non how to uphold these standards. The Code of Conduct is available on our website at www.bgmsglobal.com, in the Investor\nRelations section, under the heading “Corporate Governance.” We intend to post any substantive amendments to, or waivers\nof, the Code of Conduct applicable to our principal executive officer, principal financial officer, principal accounting officer, or\ndirectors on our website. You may request a printed copy of the Code of Conduct by contacting the Corporate Secretary as set forth below\nunder the heading “*Stockholder Communications to the Board of Directors*.”\n\n** **\n\n**Director\nIndependence**\n\n \n\nA\nmajority of the directors of the Board must be affirmatively determined by the Board to be independent under the rules of The Nasdaq\nStock Market LLC (“Nasdaq Rules”). In making these determinations, the Board considers and broadly assesses all of the information\nprovided by each director in response to detailed inquiries concerning his or her independence and any direct or indirect business, family,\nemployment, transactional or other relationship or affiliation of such director with the Company, taking into account the applicable\nNasdaq Rules and SEC rules and regulations as well as the manner in which any relationships may potentially have the appearance of impacting\nindependence. The Board has determined that each member of the Audit, Compensation Committee and Corporate Governance Committee is independent\nunder applicable Nasdaq Rules; each member of the Audit Committee is also independent under the independence criteria required by Nasdaq\nRules and the SEC for audit committee members; and each member of the Compensation Committee is “independent” under the criteria\nestablished by Nasdaq Rules and qualifies as a “non-employee director” pursuant to Rule 16b-3 of the\nExchange Act.\n\n** **\n\n**Board\nand Committee Membership**\n\n** **\n\nOur\nBoard has established the following three standing committees to assist it with its responsibilities:\n\n \n\n \n●\nAudit\nCommittee\n\n \n \n \n\n \n●\nCompensation\nand Organization Committee\n\n \n \n \n\n \n●\nNominating\nand Corporate Governance Committee\n\n \n\nThe\ntable below provides the current membership for each of the Board committees:\n\n \n\nName \n**Audit** \n**Compensation** \n**Governance** \n\nSoon Ping Pappas \nMember \nChair \nMember \n\nDr. Satis Waran Nair Krishnan \nMember \nMember \nChair \n\nInigo Angel Laurduraj \nChair \nMember \nMember \n\n \n\n11\n\n \n\n \n\nDuring\n2025, the Board held 18 meetings and our independent directors met in regularly scheduled executive sessions. Directors\nare expected to attend all Board meetings, the annual meeting of stockholders, and meetings of committees on which they serve, and to\nspend the time needed and to meet as frequently as necessary to properly discharge their responsibilities. Director attendance and meeting\npreparation is part of the annual evaluation process conducted by the Governance Committee. All of our then directors attended our 2025\nannual meeting of stockholders (“2025 Annual Meeting”). Each of our current directors attended 100% of the meetings\nof the Board and of the standing committees of which he or she was a member during 2025.\n\n \n\nThe\nBoard has adopted written charters for each of the Audit, Compensation and Governance Committees that set forth the responsibilities,\nauthority and specific duties of each such committee. Each committee reports out regularly to the full Board regarding its deliberations\nand actions. The charters for each of the committees of our Board are available on our website at www.bgmsglobal.com, in\nthe Investor Relations section, under the heading “Corporate Governance.”\n\n** **\n\n**Committees\nof the Board of Directors and Meetings**\n\n** **\n\n*Meeting\nAttendance*. During 2025, there were 22 meetings of our Board of Directors, and the Compensation Committee, the Audit Committee and\nthe Governance Committee. One director attended fewer than 75% of the total number of meetings of the Board of Directors or of the committees\nof the Board of Directors on which they served during 2025. Following the change in control of the company and its Board of Directors\non February 26, 2025, no director attended fewer than 100% of the total number of meetings of the Board of Directors or of the committees\nof the Board of Directors on which they served during 2025 We have adopted a policy encouraging our directors to attend annual meetings\nof stockholders. All of our then serving directors attended our annual stockholders’ meeting in 2025 held on June 30, 2025. Each\nof the committees of the Board of Directors is described below.\n\n \n\n*Audit\nCommittee*. Our Audit Committee met 4 times during 2025. The Audit Committee, post the February 26, 2025 change of control had three\nmembers: Inigo Angel Laurduraj (Chair), Dr. Satis Waran Nair Krishnan and Soon Ping Pappas (replacing Kwang Fock Chong in September 2025).\nAll members of the Audit Committee satisfy the current independence standards promulgated by Nasdaq and the SEC, as such standards apply\nspecifically to members of audit committees. The Board of Directors has determined that Inigo Angel Laurduraj is an “audit committee\nfinancial expert,” as the SEC has defined that term in Item 407 of Regulation S-K. Our Audit Committee’s role and responsibilities\nare set forth in the Audit Committee’s written charter and include the authority to retain and terminate the services of our independent\nregistered public accounting firm. In addition, the Audit Committee reviews annual financial statements, considers matters relating to\naccounting policy and internal controls and reviews the scope of annual audits. For additional information, please see the report of\nthe Audit Committee set forth elsewhere in this proxy statement. A copy of the Audit Committee’s written charter is publicly available\non our website at www.bgmsglobal.com.\n\n \n\n*Compensation\nand Organization Committee*. Our Compensation and Organization Committee met 0 times during 2025. The Compensation and Organization\nCommittee is composed entirely of directors who are not our current or former employees, all of whom qualify as independent under the\ndefinition promulgated by Nasdaq and the SEC. The Compensation and Organization Committee currently has three members: Inigo Angel Laurduraj\n(Chair), Dr. Satis Waran Nair Krishnan and Soon Ping Pappas (replacing Kwang Fock Chong in September 2025). Our Compensation and Organization\nCommittee’s role and responsibilities are set forth in its written charter and include reviewing, approving and making recommendations\nregarding our compensation policies, practices and procedures to ensure that legal and fiduciary responsibilities of the Board of Directors\nare carried out and that such policies, practices and procedures contribute to our success. The Compensation and Organization Committee\nalso administers our 2020 Inducement Equity Incentive Plan, our 2018 Equity Incentive Plan, our 2015 Equity Incentive Plan and our Amended\nand Restated 2006 Equity Incentive Plan, as amended. Our Compensation and Organization Committee is responsible for the determination\nof the compensation of our chief executive officer, and shall conduct its decision making process with respect to that issue without\nthe chief executive officer present. A copy of the Compensation and Organization Committee’s written charter is publicly available\non our website at www.bgmsglobal.com.\n\n \n\n12\n\n \n\n \n\n*Nominating\nand Corporate Governance Committee*. Our Nominating and Corporate Governance Committee met 0 times during 2025. The Nominating and\nCorporate Governance Committee consists of Dr. Satis Waran Nair Krishnan (Chair), Inigo Angel Laurduraj and Soon Ping Pappas (replacing\nKwang Fock Chong in September 2025), all of whom qualify as independent under the definition promulgated by Nasdaq and the SEC. The functions\nof the Nominating and Corporate Governance Committee are set forth in the Nominating and Corporate Governance Committee’s charter\nand include evaluating and making recommendations to the full Board of Directors as to the size and composition of the Board of Directors\nand its committees, evaluating and making recommendations as to potential candidates, and evaluating the performance of the Board of\nDirectors. Generally, our Nominating and Corporate Governance Committee considers candidates recommended by stockholders as well as from\nother sources such as other directors or officers, third party search firms or other appropriate sources. Once identified, the Nominating\nand Corporate Governance Committee will evaluate a candidate’s qualifications in accordance with its guiding principles as set\nforth in the Nominating and Corporate Governance Committee’s written charter.\n\n \n\nAdditionally,\nthe Nominating Committee will consider issues of diversity among its members in identifying and considering nominees for director, and\nstrive where appropriate to achieve a diverse balance of backgrounds, perspectives, professional experience, age, gender, ethnicity and\ncountry of citizenship on our board of directors and its committees.\n\n \n\nIf\na stockholder wishes to nominate a candidate for director who is not to be included in our proxy statement, it must follow the procedures\ndescribed in our Bylaws and in “*Stockholder Proposals and Nominations for Director*” at the end of this proxy statement.\n\n \n\nIn\naddition, under our current corporate governance policies, the Nominating and Corporate Governance Committee may consider candidates\nrecommended by stockholders as well as from other sources, such as other directors or officers, third party search firms or other appropriate\nsources. For all potential candidates, the Nominating and Corporate Governance Committee may consider all factors it deems relevant,\nsuch as a candidate’s personal integrity and sound judgment, business and professional skills and experience, independence, knowledge\nof the industry in which we operate, possible conflicts of interest, diversity, the extent to which the candidate would fill a present\nneed on the Board of Directors and concern for the long-term interests of the stockholders. In general, persons recommended by stockholders\nwill be considered on the same basis as candidates from other sources. A copy of the Nominating and Corporate Governance Committee’s\nwritten charter is publicly available on our website at *www.bgmsglobal.com*.\n\n \n\n**Board\nLeadership Structure**\n\n \n\nUnder\nour Governance Committee Charter, to ensure Board independence, no less than a majority of our directors are required to be independent\nin accordance with Nasdaq Rules. Pursuant to our Governance Committee Charter, our Board determines the best board leadership structure\nfor the Company and may choose its Chairman in the manner it deems to be in the best interests of the Company and its stockholders. The\nBoard does not have a formal policy that requires the roles of Chairman and Chief Executive Officer to be separate.\n\n \n\nThe\nBoard believes that its members provide a broad array of experience, expertise and perspective that support our Chief Executive Officer\nand Executive Director, Datuk Dr. Doris Wong Sing Ee, to lead the Company and its management. Datuk Dr. Wong works closely with the entire\nBoard, in developing the strategies, agendas and direction of the Board and for the Company as a whole. We recognize that different board\nleadership structures may be appropriate for companies in different situations and at different times and may choose a different leadership\nstructure in the future. As part of our annual Board self-evaluation process, we evaluate how the Board and governance structure function\nto ensure that the Board continues to provide an optimal governance structure for the Company and our stockholders, with oversight by\nthe Governance Committee.\n\n** **\n\n**Role\nin Risk Oversight**\n\n \n\nOur\nBoard is responsible for overseeing the Company’s risk management processes. The Board regularly reviews the Company’s long-term\nbusiness strategy, including the Company’s short-term and long-term strategic objectives, and monitors progress on those objectives.\nThe Board, along with management, considers the risks and opportunities that impact the long-term sustainability of the Company’s\nbusiness model. Our Board regularly reviews the Company’s progress with respect to its strategic goals, the risks that could impact\nthe long-term sustainability of our business and the related opportunities that could enhance the Company’s long-term sustainability.\nIn addition, our Board periodically meets with Company management to review and discuss the Company’s major risk exposures and\nthe steps taken by management to monitor and mitigate these exposures. Further, our Board also receives direct reports from management\non risk topics of general interest to the full Board, and each of our Committees also receives periodic reports on topics relevant to\nthe oversight of risk areas within the purview of such Committee and regular reports to the full Board on these risk management matters.\n\n \n\n13\n\n \n\n \n\nOur\nAudit Committee is responsible for overseeing accounting, audit, financial reporting, internal control, internal audit, and disclosure\ncontrol matters and reviews and discusses with management, our internal auditor, our outside independent registered public accounting\nfirm and legal counsel financial risk associated with these functions and the manner, policies and systems pursuant to which management\naddresses these risks.\n\n \n\nBoth\nour Board and our Compensation Committee actively review and discuss with management our annual and long-term compensation incentive\nprograms to identify and mitigate potential risks associated with incentive compensation. They assess both the appropriateness of the\nincentive performance goals, which are both financial and operational, as well as our financial and operating results upon which our\nincentive awards are based. In addition, our Compensation Committee oversees and advises management on succession planning risks related\nto our senior management team.\n\n \n\nWhile\nour Board and its committees oversee risk management, management is primarily responsible for day-to-day risk management processes\nand for reports to the Board and Committees on risk management matters. We believe that this division of risk management responsibility\nis the most effective approach to address the Company’s risk management and that the division of responsibility within and among\nthe Board and Committees allows the opportunity for regular review and discussion with our Board members as well as appropriate Board\nmember input on, and consideration of, our risk management processes and systems. Our Board also oversees our risks from cybersecurity\nthreats. For further information related to our cybersecurity risk management, please refer to Item 1C. in our Form 10-K for\nthe fiscal year ended December 31, 2025 (the “2025 Form 10-K”).\n\n** **\n\n**Policy\nProhibiting Hedging**\n\n** **\n\nOur\nInsider Trading Policy provides that no employee, officer or director may acquire, sell or trade in any interest or position relating\nto the future price of Company securities, such as a put option, a call option or a short sale (including a short sale “against\nthe box”), or engage in hedging transactions (including “cashless collars”).\n\n \n\n**Stockholder\nCommunications to the Board of Directors**\n\n** **\n\nGenerally,\nstockholders who have questions or concerns should contact our Investor Relations department by phone at (908) 955 0526 or via e-mail\nto *info@bgmsglobal.com*. However, stockholders wishing to submit written communications directly to the Board of Directors should\nsend their communications to our Secretary, Kiu Cu Seng, Bio Green Med Solution, Inc., Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi,\nKuala Lumpur, Malaysia 59200. All stockholder communications will be considered by the independent members of our Board of Directors.\nItems that are unrelated to the duties and responsibilities of the Board may be excluded, such as:\n\n \n\n \n●\njunk mail and mass mailings;\n\n \n \n \n\n \n●\nresumes and other forms of job inquiries;\n\n \n \n \n\n \n●\nsurveys; and\n\n \n \n \n\n \n●\nsolicitations or advertisements.\n\n \n\nIn\naddition, any material that is unduly hostile, threatening, or illegal in nature may be excluded, provided that any communication that\nis filtered out will be made available to any independent director upon request.\n\n \n\n14\n\n \n\n****\n\n \n\n**EXECUTIVE\nAND DIRECTOR COMPENSATION**\n\n \n\n**Summary\nCompensation Table**\n\n \n\nThe\nfollowing table shows the compensation paid or accrued during the last two fiscal years ended December 31, 2024 and 2025 to (1) our current\nand former Chief Executive Officers and Executive Directors, (2) our current and any former Executive Vice President, Finance, Chief\nFinancial Officer and Chief Operating Officer, and (3) our former Senior Vice President and Chief Medical Officer.\n\n \n\nName and Principal Position \nYear \nSalary\n($)  \nBonus\n($)  \n\n**Option Awards**\n\n**($)(1) (2)**\n  \n\n**Stock**\n\n**Awards**\n\n**($)(1) (3)**\n  \n\n**All Other Compensation**\n\n**($)(4) (5) (6)**\n  \nTotal\n($) \n\nDatuk Dr. Doris Wong Sing Ee, Chief Executive Officer and Executive Director \n2025 \n -  \n    \n    \n 420,249  \n 50,536  \n 470,785 \n\n  \n2024 \n -  \n -  \n -  \n    \n -  \n - \n\nKiu Cu Seng, Chief Financial Officer, Executive Director and Secretary \n2025 \n -  \n    \n    \n 280,000  \n 5,054  \n 285,054 \n\n  \n2024 \n -  \n -  \n -  \n -  \n -  \n - \n\nDavid Lazar, Former Interim Chief Executive Officer and Principal Financial Officer \n2025 \n    \n 50,000  \n    \n    \n 16,250  \n 66,250 \n\n  \n2024 \n -  \n -  \n -  \n    \n -  \n - \n\nSpiro Rombotis, Former President and Chief Executive Officer \n2025 \n    \n    \n 288,605  \n    \n 558,831  \n 847,436 \n\n  \n2024 \n 560,131  \n 0  \n 0  \n -  \n 24,869  \n 585,000 \n\nPaul McBarron, Former Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer, Secretary(7) \n2025 \n    \n    \n 162,340  \n    \n 337,574  \n 499,914 \n\n  \n2024 \n 312,615  \n 0  \n 0  \n    \n 21,008  \n 333,623 \n\nMark Kirschbaum, MD, Former Senior Vice President and Chief Medical Officer(8) \n2025 \n -  \n -  \n -  \n -  \n -  \n - \n\n  \n2024 \n 30,365  \n 0  \n 0  \n -  \n 0  \n 30,365 \n\n \n\n(1)\nThese\namounts represent the aggregate grant date fair value for option awards computed in accordance with FASB ASC Topic 718. A discussion\nof the assumptions used in determining grant date fair value may be found in our Financial Statements included in our Annual Report\non Form 10-K for the year ended December 31, 2025. The amounts in the column reflect rounding.\n\n \n \n\n(2)\nOptions\nwere granted during the year ended December 31, 2025 to Spiro Rombotis and Paul McBarron in the amounts of 4,000 shares and 2,250\nshares respectively. The options were granted on February 26, 2025 with a grant date fair value of $72.15 per share, and was in connection\nwith short term consultancy agreements entered into following their resignations on January 6, 2025. No options were granted during\nthe year ended December 31, 2024.\n\n \n \n\n(3)\nRestricted\nStock Units were granted during the year ended December 31, 2025 to Datuk Dr. Doris Wong and Kiu Cu Seng in the amounts of 300,178\nshares and 200,000 shares respectively. The Restricted Stock Units were granted on November 12, 2025 with a grant date fair value\nof $1.40 per share and vest immediately upon grant. No Restricted Stock Units were granted during the year ended December 31, 2024.\n\n \n \n\n(4)\nConsists\nof payments made to Datuk Dr Doris Wong, Kiu Cu Seng and David Lazar under the Company’s Director Compensation Program.\n\n \n \n\n(5)\nConsists\nof Executive Officer Settlement Agreements made to Spiro Rombotis and Paul McBarron in connection with the termination of their employment\ncontracts following their resignations on January 6, 2025.\n\n \n \n\n(6)\nConsists\nof the following for Spiro Rombotis, Paul McBarron and Mark Kirschbaum for the year ended December 31, 2024: Payments for private\nmedical and health insurance, life insurance and permanent health insurance; and matching contributions made under the Company’s\nU.S. 401(k) Plan and U.K. Group Personal Pension Plan.\n\n \n \n\n(7)\nMr.\nMcBarron’s compensation for the year ended December 31, 2024 was translated from British pound sterling to the U.S. dollar\nusing the exchange rates of 1.27795 as of December 31, 2024.\n\n \n \n\n(8)\nDr.\nKirschbaum was terminated as Chief Medical Officer on January 25, 2024.\n\n \n\n15\n\n \n\n \n\n**Narrative\nDisclosure to Summary Compensation Table**\n\n \n\nThe\nCompensation and Organization Committee of our Board of Directors makes decisions regarding the compensation of our Chief Executive Officer\nand Executive Director. The Compensation and Organization Committee is composed entirely of independent directors and meets in executive\nsessions to discuss and formulate its recommendations for the Chief Executive Officer’s base salary and bonus. The Compensation\nand Organization Committee does not rely solely on any predetermined formula or a limited set of criteria in evaluating the Chief Executive\nOfficer’s performance for the year but does consider the achievement of preset goals as part of its deliberations.\n\n \n\nThe\nevaluation is based on the Chief Executive Officer’s success in achieving his performance goals, which include financial, strategic\nand leadership objectives. The Chief Executive Officer also provides the Compensation and Organization Committee with a self-review of\nhis performance as part of the Company’s review process. The Compensation and Organization Committee also approves the annual compensation\n(including base salary, bonus, and stock-based compensation) for our other named executive officers based on:\n\n \n\n \n●\nthe\nexecutive’s scope of responsibilities;\n\n \n \n \n\n \n●\nan\ninformed market assessment of competitive practices for similar roles within peer group companies;\n\n \n \n \n\n \n●\nevaluations\nof performance for the year, as assessed by the Chief Executive Officer, supported by the Company’s performance review process\nand the executive’s self-assessment; and\n\n \n \n \n\n \n●\nrecommendations\nby our Chief Executive Officer for each named executive officer with respect to base salary, cash bonus, and stock-based compensation.\n\n \n\nThe\nCompensation and Organization Committee is authorized to engage and retain independent consultants and other experts to assist in fulfilling\nits responsibilities, and the Committee engages periodically an external consultant to provide independent verification of market position\nand ensure the appropriateness of executive compensation.\n\n \n\n*Datuk\nDr. Doris Wong Sing Ee, Chief Executive Officer,*was appointed on February 26, 2025 following a change of control of the Company.\nWe do not yet have an employment agreement with Datuk Dr. Doris Wong.\n\n \n\n*Kiu\nCu Seng, Chief Financial Officer,*was appointed on February 26, 2025 following a change of control of the Company. We do not yet\nhave an employment agreement with Mr. Kiu Cu Seng..\n\n \n\n*David\nLazar, Former Interim Chief Executive Officer and Interim Principal Accounting Officer,*was appointed on January 2, 2025 following\na change of control of the Company. Mr. David Lazar resigned on April 1, 2025 following a further effective change of control of the\nCompany on February 26, 2025. There was no employment agreement with Mr. Lazar during his tenure.\n\n \n\n*Spiro\nRombotis, Former President and Chief Executive Officer.* On April 28, 2023, we entered into a two-year employment agreement with Mr.\nSpiro Rombotis, effective January 1, 2023 and which terminated on January 6, 2025 coinciding with his resignation. Mr. Rombotis was paid\nan annual base salary of $560,131 for the year ending December 31, 2024 and $0, for the partial year ending December 31, 2025, respectively.\nIn addition, Mr. Rombotis agreed to certain confidentiality and assignment of inventions obligations and was subject to certain non-competition\nobligations for a period of one year following termination of his employment.\n\n \n\n*Paul\nMcBarron, Former Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer, Secretary.* On April 28, 2023,\nwe entered into a two-year employment agreement with Mr. McBarron, effective January 1, 2023 and which terminated on January 6, 2025\ncoinciding with his resignation. Mr. McBarron was paid an annual base salary of £244,622, or $312,615 for the year ending December\n31, 2024 and £0, for the partial year ending December 31, 2025, respectively. In addition, Mr. McBarron agreed to certain confidentiality\nand assignment of inventions obligations and was subject to certain non-competition obligations for a period of one year following termination\nof his employment.\n\n \n\n*Mark\nKirschbaum, Former Senior Vice President and Chief Medical Officer*. On October 17, 2020, we entered into an employment agreement\nwith Dr. Mark Kirschbaum, effective October 23, 2020. We terminated Dr. Kirschbaum’s employment on January 25, 2024. Prior to his\ntermination, Dr. Kirschbaum’ annual base salary was $396,760. Dr. Kirschbaum was paid an annual base salary of $30,365 for the\npartial year ending December 31, 2024.\n\n \n\n16\n\n \n\n** **\n\n**EQUITY\nCOMPENSATION PLAN INFORMATION**\n\n \n\n**Outstanding\nEquity Awards at 2025 Fiscal Year-End**\n\n \n\nThe\nfollowing table shows grants of stock options outstanding on the last day of the fiscal year ended December 31, 2025, to each of the\nexecutive officers named in the Summary Compensation Table in the section titled “EXECUTIVE AND DIRECTOR COMPENSATION” above.\nAs applicable, the figures described in this section have been adjusted to give effect to the reverse stock splits completed on May 12\nand July 7, 2025.\n\n \n\nName \nNumber of\n\nSecurities\n\nUnderlying\n\nOptions\n\nExercisable  \nNumber of\n\nSecurities\n\nUnderlying\n\nOptions\n\nUnexercisable  \n\n**Option\nExercise\nPrice(1)**\n\n**($)**\n  \nOption Expiration\n\nDate\n\nSpiro Rombotis \n    -  \n 4,000 (2) \n 79.20  \n02/26/2035\n\n  \n    \n    \n    \n \n\nPaul McBarron \n -  \n 2,250 (2) \n 79.20  \n02/26/2035\n\n \n\n(1)\nThe\noption exercise price is the closing price of our Common Stock on The Nasdaq Capital Market on the date the option was granted.\n\n \n \n\n(2)\nThese\noptions were granted on February 26, 2025, and vest immediately.  However, these options are currently held as unregistered\nshares, issued through our 2018 Equity Incentive Plan.\n\n \n\n**Potential\nPayments Upon Termination or Change-in-Control**\n\n \n\nWe\nhave entered into agreements that require us to make payments and/or provide benefits to certain of our executive officers in the event\nof a termination of employment or change-in-control. Our 2006 Equity Incentive Plan, or 2006 Plan, our 2015 Equity Incentive Plan, or\n2015 Plan, our 2018 Equity Incentive Plan, or 2018 Plan, and our 2020 Inducement Equity Incentive Plan, or 2020 Plan (and collectively\nwith the 2006 Plan, 2015 Plan, and 2018 Plan the “Plans”) provide for payments to named executive officers in connection\nwith a termination or a change-in-control of the Company. All of such agreements that require us to make payments and/or provide benefits\nto certain of our executive officers in the event of a termination of employment or change-in-control have terminated.\n\n \n\n**Director\nCompensation**\n\n \n\nThe\nfollowing table shows the total compensation paid or accrued during the fiscal year ended December 31, 2025 to each of our non-employee\ndirectors. Directors who are employed by us are not compensated for their service on our Board of Directors. As applicable, the figures\ndescribed in this section have been adjusted to give effect to the reverse stock splits completed on May 12 and July 7, 2025.\n\n \n\nName \n\n**Fees Earned or**\n\n**Paid in Cash**\n\n**($)**\n  \n\n**Option Awards**\n\n**($)(1)(2)**\n  \n\n**Total**\n\n**($)**\n \n\nDr. Satis Waran Nair Krishnan \n$8,967  \n$-  \n$8,967 \n\nInigo Angel Laurduraj \n$8,967  \n$-  \n$8,967 \n\nSoon Ping Pappas \n$3,267  \n$-  \n$\n3,267\n \n\nKwang Fock Chong \n$3,437  \n$-  \n$3,437 \n\nSam Barker \n$60,833  \n$-  \n$60,833 \n\nDavid Natan \n$66,250  \n$210,441  \n$276,691 \n\nAvraham Ben-Tzvi \n$66,250  \n$210,441  \n$276,691 \n\n \n\n (1)\nThese\namounts represent the aggregate grant date fair value of options and restricted stock units granted to each director during the year\nended December 31, 2025 computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in determining grant\ndate fair value may be found in our financial statements included on our Form 10-K for the fiscal year ended December 31, 2025.\n\n \n \n\n(2)\nThe\nfair value of the options granted on February 26, 2025 was $72.15 per share. A total of 2,917 stock options were granted to David\nNatan and Avraham Ben-Tzvi during the year ended December 31, 2025.\n\n \n\n17\n\n \n\n** **\n\n**Director\nCompensation Program**\n\n \n\nUnder\nthe terms of our Director Compensation Program, the members of our Board of Directors for fiscal year 2025 are paid a fixed monthly or\nquarterly fee, currently payable on a monthly basis in arrears, on the first day of each month, as follows:\n\n \n\nTitle \nAnnual Amount \n\nCurrent Chief Executive Officer \n$60,000 \n\nCurrent Chief Financial Officer \n$6,000 \n\nCurrent Other Non-Management Board Members \n$12,000 \n\nFormer Chairman (Post 26 February 2025 Change of Control) \n$6,000 \n\n  \n   \n\nPre 26 February 2025 Change of Control \n   \n\nFormer Chairman \n$65,000 \n\nFormer Other Non-Management Board Members \n$65,000 \n\nFormer Interim Chief Executive Officer \n$65,000 \n\n \n\n**Equity\nCompensation Plan Information**\n\n \n\nThe\nfollowing table provides certain aggregate information with respect to all of our equity compensation plans in effect as of December\n31, 2025.\n\n \n\n  \n(a)  \n(b)  \n(c) \n\n  \n   \n   \nNumber of \n\n  \n   \n   \nSecurities \n\n  \n   \n   \nremaining \n\n  \nNumber of  \n   \navailable for \n\n  \nSecurities to be  \nWeighted  \nfuture issuance \n\n  \nissued upon  \naverage  \nunder equity \n\n  \nexercise of  \nexercise price  \ncompensation \n\n  \noutstanding  \nof outstanding  \nplans (excluding \n\n  \noptions,  \noptions,  \nsecurities \n\n  \nwarrants and  \nwarrants,  \nreflected in \n\nPlan Category \nrights  \nand rights  \ncolumn (a)) \n\nTotal equity compensation plans approved by security holders(1) \n 1,081  \n$240.04  \n 4,282,120 \n\nEquity Compensation Plans Not Approved By Security Holders(2) \n -  \n$-  \n 55 \n\n \n\n(1)\nConsists\nof our 2018 Plan, our 2015 Plan, and our 2006 Plan. The Plans provide for the grant of incentive stock options, nonqualified stock\noptions, stock appreciation rights, restricted stock, restricted stock units and performance units. There were no shares available\nfor issuance, as of the date hereof, under the 2006 Plan or the 2015 Plan.\n\n \n \n\n(2)\nConsists\nof our 2020 Plan. The 2020 Plan provides for the grant of nonqualified stock options, stock appreciation rights, restricted stock,\nrestricted stock units and performance units.\n\n \n\n18\n\n \n\n** **\n\n**PAY\nVERSUS PERFORMANCE TABLE**\n\n \n\nWe\nare providing the following information pursuant to the SEC pay versus performance disclosure requirements set forth in Item 402(v) of\nSEC Regulation S-K (the “**Pay Versus Performance Rule**”), which requires disclosure of certain information about the\nrelationships between our performance and the compensation of our named executive officers. The following table reports, for the three\nmost-recent fiscal years, the compensation of our Chief Executive Officer and the average compensation of our other non-CEO named executive\nofficers (“**Non-CEO Named Executive Officers**”), as well as the “Compensation Actually Paid” as calculated\nin accordance with the Pay Versus Performance Rule and certain performance measures required by the rule. The amounts reported as “Compensation\nActually Paid” do not reflect the actual amount of compensation earned by or paid to our Chief Executive Officer or our Non-CEO\nNamed Executive Officers and differ from the compensation amounts disclosed elsewhere in this proxy statement.\n\n \n\n**Year**** **\n**Summary\nCompensation Table Total for CEO 1 (1) (2)**** **** **\n**Compensation\nActually Paid to CEO 1(1) (3)**** **\n \n**Summary Compensation Table Total for CEO 2 (1)\n(2)**\n\n** **\n \n\n**Compensation Actually Paid to CEO 2 (1) (3)**\n\n** **\n \n\n**Summary Compensation Table Total for CEO 3 (1)\n(2)**\n\n \n \n\n**Compensation Actually Paid to CEO 3 (1) (3)**\n\n** **\n \n**Aggregate\nSummary Compensation Table Total for Non-CEO NEOs (1) (2)**** **** **** **\n**Aggregate\nCompensation Actually Paid to Non-CEO NEOs(1) (3)**** **** **\n**Value\nof initial fixed $100 investment based on total shareholder return (TSR) (4)**** **** **** **\n**Net\nLoss\n(in thousands) (5)**** **\n\n2025 \n$470,785  \n$50,536 \n $\n66,250\n \n \n$\n66,250\n \n \n$\n847,436\n \n \n$\n847,436\n \n \n$784,968  \n$504,968  \n$0.06  \n$(2,998)\n\n2024 \n$-  \n$- \n $\n-\n \n \n$\n-\n \n \n$\n585,000\n \n \n$\n547,706\n \n \n$363,988  \n$342,889  \n$3.76  \n$(11,212)\n\n2023 \n$-  \n$- \n $\n-\n \n \n$\n-\n \n \n$\n661,049\n \n \n$\n65,807\n \n \n$833,233  \n$172,676  \n$26.69  \n$(22,555)\n\n \n\n \n\n(1)\nFor the year 2025, CEO 1 was Datuk Dr. Doris Wong Sing Ee, CEO 2 was\nMr. David Lazar and CEO 3 was Mr. Spiro Rombotis.For\nyears 2024 and 2023, the CEO was Spiro Rombotis. The Non-CEO named executive officers (the “**NEO**s”) were Mr. Kiu\nCu Seng for 2025, Mr. Paul McBarron for all years and Mark Kirschbaum, MD for 2024 and 2023.\n\n \n \n\n(2)\nAmounts\nin this column represent the “Total” column set forth in the Summary Compensation Table (“**SCT**”) in\nthe “Executive and Director Compensation” section. See the footnotes to the SCT for further details regarding the amounts\nin these columns.\n\n \n \n\n(3)\nThe\ndollar amounts reported in these columns represent the amounts of “compensation actually paid.” The Amounts are computed\nin accordance with SEC rules by deducting and adding the following amounts from the “Total” column of the SCT (pursuant\nto SEC rules, fair value at each measurement date is computed in a manner consistent with the fair value methodology used to account\nfor share-based payments in our financial statements under GAAP):\n\n \n \n\n(4)\nCumulative\nTotal Shareholder Return (“**TSR**”) measures the cumulative value of $100 invested on the last trading day before\nthe earliest fiscal year in the table, or December 31, 2021, including the reinvestment of dividends, through and including the end\nof the applicable fiscal year for which TSR is calculated, or December 31, 2023, December 31, 2024 and December 31, 2025. We did\nnot pay dividends in the periods presented.\n\n \n \n\n(5)\nThe\ndollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable\nyear.\n\n \n\n(1)\n\nFor\nthe year 2025, CEO 1 was Datuk Dr. Doris Wong Sing Ee, CEO 2 was\nMr. David Lazar and CEO 3 was Mr. Spiro Rombotis. For\nyears 2024 and 2023, the CEO was Spiro Rombotis. The Non-CEO named executive officers (the “**NEO**s”) were Mr. Kiu\nCu Seng for 2025, Mr. Paul McBarron for all years and Mark Kirschbaum, MD for 2024 and 2023.\n\n \n\n(2)\nAmounts\nin this column represent the “Total” column set forth in the Summary Compensation Table (“**SCT**”) in\nthe “Executive and Director Compensation” section. See the footnotes to the SCT for further details regarding the amounts\nin these columns.\n\n \n \n\n(3)\nThe\ndollar amounts reported in these columns represent the amounts of “compensation actually paid.” The Amounts are computed\nin accordance with SEC rules by deducting and adding the following amounts from the “Total” column of the SCT (pursuant\nto SEC rules, fair value at each measurement date is computed in a manner consistent with the fair value methodology used to account\nfor share-based payments in our financial statements under GAAP):\n\n \n \n\n(4)\nCumulative\nTotal Shareholder Return (“**TSR**”) measures the cumulative value of $100 invested on the last trading day before\nthe earliest fiscal year in the table, or December 31, 2021, including the reinvestment of dividends, through and including the end\nof the applicable fiscal year for which TSR is calculated, or December 31, 2023, December 31, 2024 and December 31, 2025. We did\nnot pay dividends in the periods presented.\n\n \n\n(5)\nThe\ndollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable\nyear.\n\n \n\n19\n\n \n\n \n\n  \nFiscal Year 2025  \nFiscal Year 2024  \nFiscal Year 2023 \n\n** **** **\n**CEO 1**** **** **\n**CEO 2**\n** **\n** **\n**CEO 3**\n** **\n** **\n**NON- CEO NEO’s**** **** **\n**CEO**** **** **\n**NON- CEO NEO’s**** **** **\n**CEO**** **** **\n**NON- CEO NEO’s**** **\n\nSCT Total Compensation \n 470,785  \n \n**66,250**\n** **\n** **\n** **\n**847,436**\n \n \n 784,968  \n 585,000  \n 363,988  \n 661,049  \n 833,233 \n\nSubtract Reported SCT Stock Option Award Value ($) \n (420,249) \n \n0\n \n \n \n0\n \n \n (280,000) \n 0  \n 0  \n (100,421) \n (118,167)\n\nAdd Year-end Fair Value of Unvested Awards Granted in the Applicable Fiscal Year ($) \n 0  \n \n0\n \n \n \n0\n \n \n 0  \n 0  \n 0  \n 21,961  \n 26,051 \n\nAdd Change in Fair Value of Awards Granted in Prior Years Outstanding and Unvested as of the Applicable Fiscal Year End ($) \n 0  \n \n\n0\n\n \n \n \n0\n \n \n 0  \n (21,986) \n (13,042) \n (164,307) \n (172,971)\n\nAdd Change in Fair Value of Awards Granted in Prior Years that Vested during the Applicable Year as of the Vesting Date \n 0  \n \n\n0\n\n \n \n \n0\n \n \n 0  \n (15,308) \n (8,057) \n (352,475) \n (395,470)\n\nTotal Compensation Actually Paid \n 50,536  \n \n**66,250**\n** **\n** **\n** **\n**847,436**\n** **\n \n 504,968  \n 547,706  \n 342,889  \n 65,807  \n 172,676 \n\n \n\n \n\n**Relationship\nBetween CEO and Non-CEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)**\n\n \n\nThe\nfollowing chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid\nto our Non-CEO NEOs, and the Company’s cumulative TSR over the three most recently completed fiscal years.\n\n \n\n \n\n \n\n**Relationship\nBetween CEO and Non-CEO NEO Compensation Actually Paid and Net Income (Loss)**\n\n \n\nThe\nfollowing chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid\nto our Non-CEO NEOs, and our Net Income (Loss) during the three most recently completed fiscal years.\n\n \n\n \n\n20\n\n \n\n** **\n\n**REPORT\nOF AUDIT COMMITTEE**\n\n \n\nThe\nAudit Committee of the Board of Directors, which consists entirely of directors who meet the independence and experience requirements\nof The Nasdaq Capital Market, has furnished the following report:\n\n \n\nThe\nAudit Committee assists the Board of Directors in overseeing and monitoring the integrity of our financial reporting process, compliance\nwith legal and regulatory requirements and the quality of internal and external audit processes. The Audit Committee’s role and\nresponsibilities are set forth in our charter adopted by the Board of Directors. The Audit Committee reviews and reassesses our charter\nannually and recommends any changes to the Board of Directors for approval.\n\n \n\nIn\n2025, the Audit Committee met with management to consider the adequacy of the Company’s internal controls and the objectivity of\nits financial reporting. The Audit Committee discussed these matters with the Company’s independent registered public accounting\nfirm and with appropriate Company financial personnel.\n\n \n\nThe\nAudit Committee is responsible for overseeing our overall financial reporting process, and for the appointment, retention, and oversight\nof the work of SFAI Malaysia Plt. (“**SFAI**”).\n\n \n\nThe\nAudit Committee reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2025 with management and\nSFAI, our independent registered public accounting firm.\n\n \n\nThe\nAudit Committee discussed with SFAI the matters required to be discussed in accordance with *Auditing Standard No. 18 — Communications\nwith Audit Committees*.\n\n \n\nThe\nAudit Committee received written disclosures and the letter from SFAI regarding its independence as required by applicable requirements\nof the Public Company Accounting Oversight Board regarding SFAI communications with the Audit Committee and the Audit Committee further\ndiscussed with SFAI their independence. The Audit Committee also considered the status of pending litigation, taxation matters and other\nareas of oversight relating to the financial reporting and audit process that the Audit Committee determined appropriate.\n\n \n\nBased\non the Audit Committee’s review of the audited consolidated financial statements and discussions with management and SFAI, the\nAudit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form\n10-K for the fiscal year ended December 31, 2025 for filing with the SEC.\n\n \n\n**2025\nMembers of the Audit Committee**\n\n \n\n \n●\nInigo\nAngel Laurduraj (Chair)\n\n \n \n \n\n \n●\nDr.\nSatis Waran Nair Krishnan\n\n \n \n \n\n \n●\nSoon\nPing Pappas\n\n \n\n****\n\n**CERTAIN\nRELATIONSHIPS AND RELATED PERSON TRANSACTIONS**\n\n \n\nOur\nAudit Committee reviews and approves in advance all related-party transactions. Except as described below, there have been no transactions\nduring our last two fiscal years with our directors and officers and beneficial owners of more than 5% of our voting securities and their\naffiliates.\n\n \n\n21\n\n \n\n** **\n\n**PROPOSALS\nTO BE VOTED UPON BY HOLDERS OF COMMON STOCK**\n\n \n\n**PROPOSAL\n1:**\n\n**ELECTION\nOF DIRECTORS**\n\n \n\n**Background**\n\n \n\nPursuant\nto the bylaws of the Company, the number of directors on the Board may not be fewer than one or greater than nine. The Board is currently\ncomprised of five directors, each of whom will hold office for the term to which he or she was elected and until his or her successor\nis duly elected and qualifies. The directors of the Company are divided into three classes, designated Class I, Class II and Class III.\nEach class of directors holds office for a three-year term. The current Class II directors hold office for a term expiring at the 2027\nannual meeting. The current Class C director holds office for a term expiring at the 2028 annual meeting.\n\n \n\nThe\ncurrent Class I directors hold office for a term expiring at the Annual Meeting. At the Annual Meeting, stockholders of the Company are\nbeing asked to consider the election of Dr. Satis Waran Nair Krishnan and Inigo Angel Laurduraj as Class I directors. Each of Dr. Satis\nWaran Nair Krishnan and Inigo Angel Laurduraj have been nominated for re-election for a three-year term expiring at the 2029 annual meeting\nof the stockholders. Each director nominee has agreed to serve as a director if re-elected and has consented to being named as a nominee.\nNo person being nominated as a director is being proposed for election pursuant to any agreement or understanding between such person\nand the Company.\n\n \n\nA\nstockholder can vote for, or withhold his or her vote from, any or all of the director nominees. In the absence of instructions to the\ncontrary, it is the intention of the persons named as proxies to vote such proxy **FOR** the election of each of the director nominees\nnamed above. If any of the director nominees should decline or be unable to serve as a director, the persons named as proxies will vote\nfor such other nominee as may be proposed by the Board’s Nominating and Corporate Governance Committee. The Board has no reason\nto believe that any of the persons named as director nominees will be unable or unwilling to serve. If the stockholders of the Company\ndo not affirmatively vote for a director nominee such that the director nominee does not receive the affirmative vote of a majority of\nthe votes cast at the Annual Meeting in person or by proxy, such director will continue to serve as a director until his or her successor\nis duly elected and qualifies. In the event that either nominee shall become unable or unwilling to serve, proxies solicited by the Board\nof Directors will be voted for the election of such other person as the Board of Directors may recommend in his place. The Board of Directors\nhas no reason to believe that either nominee will be unable or unwilling to serve.\n\n \n\n**Required\nVote**\n\n \n\nA\nplurality of the votes cast at the Annual Meeting by the holders of our Common Stock is required to elect the nominees as director.\n\n \n\n**Recommendation**\n\n** **\n\n**The\nBoard recommends that stockholders vote “FOR” the election of its director nominees,**\n\n**Dr.\nSatis Waran Nair Krishnan and Inigo Angel Laurduraj, as directors of the Company.**\n\n** **\n\n22\n\n \n\n** **\n\n**PROPOSAL\n2:**\n\n** **\n\n**RATIFICATION\nOF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\nThe\nAudit Committee has appointed SFAI Malaysia Plt. (“**SFAI**”) as the Company’s independent registered public accounting\nfirm for the fiscal year ending December 31, 2026. SFAI audited our consolidated financial statements for the fiscal year ended December\n31, 2025 and performed other services as described under “Fees Paid to the Independent Registered Public Accounting Firm”\nbelow.\n\n \n\nWe\nare submitting the selection of SFAI to our stockholders for ratification as a matter of good corporate governance. If the appointment\nis not ratified by the stockholders of the Company, the Audit Committee may reconsider the selection of SFAI as the Company’s independent\nregistered public accounting firm. Even if the selection is ratified, the Audit Committee may, in its discretion, direct the appointment\nof a different independent registered public accounting firm at any time it determines that a change would be in the best interests of\nthe Company and our stockholders.\n\n \n\nRepresentatives\nof SFAI are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be\navailable to respond to appropriate questions. Ratification of the appointment of SFAI Malaysia Plt. to serve as our independent registered\npublic accounting firm for 2026 requires that a majority of the votes represented at the Annual Meeting, in person or by proxy, be voted\n“FOR” the proposal.\n\n** **\n\n**The\nBoard recommends a vote “FOR” the ratification of the appointment of**\n\n**SFAI\nMalaysia Plt., as our independent registered public accounting firm**\n\n**for\nthe fiscal year ending December 31, 2026.**\n\n** **\n\n**Fees\nPaid to the Independent Registered Public Accounting Firm**\n\n** **\n\nThe\nfollowing table provides detail about fees for professional services rendered by SFAI for the fiscal years ended December 31, 2025 and\n2024.\n\n \n\n  \n2025  \n2024 \n\nAudit Fees \n$53,820  \n$20,000 \n\nAudit-Related Fees \n -  \n - \n\nTax Fees \n -  \n - \n\nAll Other Fees \n -  \n - \n\nTotal Fees \n$53,820  \n$40,000 \n\n \n\n**Audit\nCommittee Pre-Approval Policies and Procedures**\n\n \n\nThe\nAudit Committee has established a policy concerning the pre-approval of all audit and permissible non-audit services to be provided by\nthe independent registered public accounting firm to the Company. The policy requires that all services to be performed by the Company’s\nindependent registered public accounting firm, including audit services, audit-related services and permitted non-audit services, be\npre-approved by the Audit Committee. Specific services provided by the independent registered public accounting firm are to be regularly\nreviewed in accordance with the pre-approval policy. At subsequent Audit Committee meetings, the Audit Committee receives updates on\nservices being provided by the independent registered public accounting firm, and management may present additional services for approval.\nThe authority to grant specific pre-approval between meetings, as necessary, has been delegated to the Chair of the Audit Committee,\nand any such approvals must be reported to the full Audit Committee at its next meeting. All services provided by SFAI during 2025 and\n2024 were pre-approved by the Company’s Audit Committee in accordance with this pre-approval policy.\n\n \n\n23\n\n \n\n** **\n\n**Report\nof the Audit Committee**\n\n \n\nThe\nAudit Committee acts under a written charter adopted and approved by the Board, a copy of which may be found on the Company’s website\nat www.bgmsglobal.com, in the Investor Relations section, under the heading “Corporate Governance.” Each of the members of\nthe Audit Committee is independent as defined under Nasdaq listing standards and applicable law.\n\n \n\nThe\nAudit Committee oversees the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility\nfor the preparation, presentation and integrity of the Company’s financial statements and for its reporting process, including\nestablishing and maintaining internal control over financial reporting and disclosure controls and procedures. The Company’s independent\nregistered public accounting firm is responsible for auditing our annual financial statements and performing quarterly reviews. In fulfilling\nits responsibilities, the Audit Committee relies, without independent verification, on the information provided by management, the Company’s\ninternal audit function and the Company’s independent registered public accounting firm.\n\n \n\nThe\nAudit Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended December 31, 2025\nwith management and with SFAI, the Company’s independent registered public accounting firm for the fiscal year ended December 31,\n2025.\n\n \n\nThe\nAudit Committee has discussed with SFAI those matters required to be discussed by applicable standards adopted by the Public Company\nAccounting Oversight Board (the “PCAOB”). The Audit Committee also has received the written disclosures and the letter from\nSFAI required by the applicable PCAOB requirements for independent accountant communications with audit committees concerning auditor\nindependence, and has discussed the independence of SFAI with that firm.\n\n \n\nBased\nupon the Audit Committee’s review and discussions referred to above, the Audit Committee recommended to the Board that the Company’s\naudited financial statements be included in the Company’s Annual Report on 2025 Form 10-K for filing with the SEC.\n\n \n\nRespectfully\nSubmitted:\n\n \n\nAUDIT\nCOMMITTEE\n\nInigo\nAngel Laurduraj (Chair)\n\nDr.\nSatis Waran Nair Krishnan\n\nSoon\nPing Pappas\n\n \n\n24\n\n \n\n** **\n\n**PROPOSAL\n3:**\n\n \n\n**ADVISORY\nVOTE ON APPROVAL OF EXECUTIVE COMPENSATION AS DISCLOSED IN THIS PROXY STATEMENT**\n\n \n\n**General**\n\n \n\nThe\nDodd-Frank Wall Street Reform and Consumer Protection of 2010 (the “**Dodd-Frank Act**”) enables our stockholders to vote\nto approve on an advisory and non-binding basis, the compensation of our named executive officers as described in the Executive Officer\nand Director Compensation section of this proxy statement, the compensation tables and related material contained in this proxy statement.\nThis “say-on-pay” proposal gives our stockholders the opportunity to express their views on our overall compensation decisions\nand policies. The Dodd-Frank Act also requires an advisory vote on executive compensation at least once every three years.\n\n \n\nStockholders\nare urged to read the Executive and Director Compensation section of this proxy statement, which discusses how our compensation policies\nand procedures implement our compensation philosophy. The Compensation and Organization Committee and the Board of Directors believe\nthat these policies and procedures are effective in implementing our compensation philosophy and in achieving its goals.\n\n \n\nAs\nmore fully described in the Executive and Director Compensation section of this proxy statement, existing employment contracts provide\nfor the bulk of the compensation of our executives. A significant portion, however, is discretionary and determined by the Compensation\nand Organization Committee on an annual basis. Historically (but subject to change in the future), much of the additional or bonus compensation\nand equity awards have been based on specific numeric and weighted criteria for these officers. On an annual basis, the Committee reviews\nand approves the objectives for each officer’s goals and the following year analyzes to what extent the objectives have been achieved.\nThe Committee then determines the resulting additional compensation and equity grants. In so doing, the Committee considers the interest\nof the stockholders, current market practices, the clinical goals of the Company, the need to motivate its officers, and other criteria.\nThe Committee has also considered the extensive experience of our executives in the biotech industry as well as their related and relevant\nactivities prior to their entry into the biotech industry. These considerations inform the Committee’s assessment of the type of\ncompensation program and incentives that are appropriate and necessary to attract, motivate and retain the named executives who are crucial\nto the Company’s long-term success.\n\n \n\nBecause\nyour vote is advisory, it will not be binding on our Compensation and Organization Committee or our Board of Directors, nor will it directly\naffect or otherwise limit any compensation or award arrangements that have already been granted to any of the named executive officers.\nHowever, the Compensation and Organization Committee and the Board will review the voting results and take them into consideration when\nmaking future decisions regarding executive compensation. In accordance with the rules adopted by the SEC, the following resolution,\ncommonly known as a “say-on-pay” vote, is being submitted for a stockholder vote at the 2026 Annual Meeting:\n\n \n\n“RESOLVED,\nthat the compensation paid to the named executive officers of Bio Green Med Solution, Inc., as disclosed pursuant to the compensation\ndisclosure rules of the Securities and Exchange Commission, including the Executive Officer and Director Compensation section of the\nproxy statement for the 2026 Annual Meeting, the compensation tables and the related material disclosed in the proxy statement, is hereby\nAPPROVED.”\n\n \n\n**Required\nVote**\n\n \n\nThe\naffirmative vote of a majority of the votes cast at the Annual Meeting is required to approve, on an advisory basis, this resolution.\n\n \n\n**Recommendation**\n\n \n\n**The\nBoard recommends a vote “FOR” the approval of the compensation of our**\n\n**named\nexecutive officers, as disclosed in this Proxy Statement.**\n\n** **\n\n25\n\n \n\n** **\n\n****\n\n**CODE\nOF BUSINESS CONDUCT AND ETHICS**\n\n \n\nWe\nhave adopted a Code of Business Conduct and Ethics that applies to all of our officers, directors, and employees, including our principal\nexecutive officer, principal financial officer, principal accounting officer, and controller, or persons performing similar functions,\nwhich is posted on our website. Our Code of Business Conduct and Ethics is a “code of ethics,” as defined in Item 406(b)\nof Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Business\nConduct and Ethics on our website where our Code of Business Conduct and Ethics can be found at: www.bgmsglobal.com.\n\n \n\nIn\naddition to being posted on the Company’s website, the text of the Code of Business Conduct and Ethics will be made available to\nstockholders without charge, upon request, in writing to the Corporate Secretary at Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi,\nKuala Lumpur, Malaysia 59200, Attention: Kiu Cu Seng, Chief Financial Officer, Executive Director and Secretary.\n\n \n\nDisclosure\nregarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to our directors, principal executive\nand financial officers will be included in a Current Report on Form 8-K within four business days following the date of the amendment\nor waiver, unless website posting of such amendments or waivers is then permitted by the rules of The Nasdaq Stock Market.\n\n \n\n**STOCKHOLDER\nPROPOSALS AND NOMINATIONS FOR DIRECTOR**\n\n \n\nTo\nbe considered for inclusion in the proxy statement relating to our 2026 Annual Meeting of Stockholders, we must receive stockholder proposals\n(other than for director nominations) by no later than December 31, 2025, unless the date of the 2026 Annual Meeting is held more than\n30 days before or after June 18, 2026, in which case the proposal must be received a reasonable time before we begin to print and send\nproxy materials for the 2026 Annual Meeting.\n\n \n\nTo\nbe considered for presentation at the 2026 Annual Meeting of Stockholders, although not included in the proxy statement, proposals (including\ndirector nominations) must be received:\n\n \n\n \n●\nno\nearlier than February 18, 2026, and\n\n \n \n \n\n \n●\nno\nlater than March 20, 2026.\n\n \n\nIn\nthe event that we hold our 2026 Annual Meeting more than 30 days before or more than 60 days after the first anniversary of the date\nof our Annual Meeting, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received\nno later than the close of business on the later of the following two dates:\n\n \n\n \n●\nthe\n90th day prior to our 2026 Annual Meeting; or\n\n \n \n \n\n \n●\nthe\n10th day following the day on which public announcement of the date of our 2026 Annual Meeting is first made.\n\n \n\nIn\naddition to satisfying the foregoing advance notice requirements, to comply with the universal proxy rules under the Exchange Act, stockholders\nwho intend to solicit proxies in support of director nominees other than the Company’s nominees must follow the requirements set\nforth in Rule 14a-19 as promulgated under the Exchange Act.\n\n \n\nProposals\nthat are not received in a timely manner will not be presented or voted on at the 2026 Annual Meeting of Stockholders. If a proposal\nis received on time, the proxies that management solicits for the meeting may still exercise discretionary voting authority on the proposal\nunder circumstances consistent with the proxy rules of the SEC. All stockholder proposals should be marked for the attention of Secretary,\nBio Green Med Solution, Inc., Level 10, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Kuala Lumpur, Malaysia 59200.\n\n \n\n26\n\n \n\n** **\n\n**WHERE\nYOU CAN FIND MORE INFORMATION**\n\n** **\n\nThe\nCompany files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports,\nstatements, or other information that the Company files at the SEC’s public reference room at the following location: 100 F Street,\nN.E., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for further information on the public reference room. The Company’s\nSEC filings are also available to the public from commercial document retrieval services and at the website maintained by the SEC at\n*http://www.sec.gov.*You may also read and copy any document the Company files with the SEC on our website at www.galecto.com under\nthe “Investors” menu.\n\n \n\nYou\nshould rely on the information contained in this document to vote your shares at the Annual Meeting. The Company has not authorized anyone\nto provide you with information that is different from what is contained in this document. This document is dated April 27, 2026. You\nshould not assume that the information contained in this document is accurate as of any date other than that date, and the mailing of\nthis document to stockholders at any time after that date does not create an implication to the contrary. This Proxy Statement does not\nconstitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make such proxy solicitations\nin such jurisdiction.\n\n \n\nWe\nare subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, file\nreports, proxy statements and other information with the SEC. Reports, proxy statements and other information filed by us is available\non the SEC’s website, *http://www.sec.gov*.\n\n \n\nWe\nwill provide without charge to each person to whom a copy of the proxy statement is delivered, upon the written or oral request of any\nsuch persons, additional copies of our 2025 Annual Report. Requests for such copies should be addressed to:\n\n \n\nBio\nGreen Med Solutions, Inc.\n\nLevel\n10, Tower 11, Avenue 5, No. 8\n\nJalan\nKerinchi, Kuala Lumpur, Malaysia 59200\n\nAttention:\nKiu Cu Seng,\n\nChief\nFinancial Officer, Executive Director and Secretary\n\n \n\n**OTHER\nMATTERS**\n\n \n\nThe\nBoard of Directors knows of no business to be brought before the Annual Meeting which is not referred to in the accompanying Notice of\nAnnual Meeting. Should any such matters be presented, the persons named in the proxy shall have the authority to take such action in\nregard to such matters as in their judgment seems advisable. If you hold shares through a broker, bank or other nominee as described\nabove, they will not be able to vote your shares on any other business that comes before the Annual Meeting unless they receive instructions\nfrom you with respect to such matter.\n\n \n\n27"}