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Bio Green Med Solution, Inc. (BGMS) Form 424B3 — Oct 9, 2026

$BGMSForm 424B3Filed Oct 9, 2026, 4:05 PM ET0001493152-26-046521Original filing

Bio Green Med Solution (BGMS) filed a 424B3 proxy statement/prospectus for its proposed $2.0 billion share-exchange acquisition of Malaysian clinical waste firm Future NRG Sdn. Bhd., with a special shareholder meeting set for November 19, 2026. The deal is effectively a reverse takeover: Future NRG's Selling Shareholders will receive over 99% of BGMS shares while existing holders retain less than 1%. The $2.0 billion valuation rests heavily on projections that Future NRG will enter Vietnam, Thailand, and the Philippines — markets where it currently has no operations — capturing 10-30% market share by 2029, and the company relied on a single fairness opinion with no independent valuation.

Key figures

Cash Position
3505000
Deal Value Usd
2000000000
Shares Outstanding
6622794
Record date shares
6622794
Stock high q2 2024
$959.92
Bgms revenue fy2025
747000
Fnrg revenue fy2025
854337
Bgms net loss fy2025
-2998000
Special meeting date
2026-11-19
Fnrg net income fy2025
2490410
Future financing shelf
$50,000,000
Stock price june 15 2026
$0.83
Reverse split ratio range
1:4 to 1:16
Authorized shares proposed
3000000000
Fairness opinion value range
$1.76 billion to $2.08 billion
Existing holders post close ownership
less than 1.0%
Selling shareholders post close ownership
more than 99.0%

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