Bio Green Med Solution, Inc. (BGMS) filed an amended Form S-4 on September 11, 2026. The company plans to acquire Future NRG Sdn. Bhd. through a $2 billion share exchange. Future NRG will become a wholly-owned subsidiary of BGMS upon completion.
Existing BGMS stockholders will own less than 1% of the combined company. The sellers of Future NRG will hold over 99% of the shares. This transaction results in a very substantial dilution for current investors.
The filing requests stockholder approval to increase authorized common shares to 3 billion. It also proposes a reverse stock split and up to $50 million in future equity-linked financing.
Management reported substantial doubt about the company's ability to continue as a going concern beyond the third quarter of 2026. The proposed merger aims to resolve this liquidity crisis.