Bio Green Med Solution Inc【BGMS】株式ニュース

BIO GREEN MED SOLUTION, INC. ANNOUNCES BUSINESS COMBINATION AGREEMENT TO ACQUIRE FUTURE NRG SDN. BHD.
Creation of a next-generation environmental platform: The proposed transaction brings together essential safety and environmental services, with a strategic focus on regulatory-driven industries where compliance, technical expertise, and reliability are paramount, into a single, globally scalable platform.
Integrated fuels, infrastructure, and environmental markets: The combined company is expected to link niche sectors of the fire safety and green waste treatment businesses that involve mandatory compliance frameworks that drive consistent demand for these products and services, providing a resilient and diversified revenue base.
Supports overlap in end-customer markets. Future NRG Sdn. Bhd. serves thousands of healthcare waste generators and Fitters Sdn. Bhd., a wholly-owned subsidiary of Bio Green Med Solution, Inc., delivers certified safety solutions, including fire extinguishers, foam systems, fire-resistant doors, PPE and fire safety apparel, that enhance protection across commercial, industrial, healthcare, and residential sectors. Their integration would allow the combined entity to offer a bundled compliance solution with clinical waste disposal and fire safety equipment through a single relationship, potentially increasing customer retention and per-account revenue.
KUALA LUMPUR, MALAYSIA, June 04, 2026 (GLOBE NEWSWIRE) -- Bio Green Med Solution, Inc. (NASDAQ: BGMS; the “Company”) today announced that it entered into a Business Combination Agreement (“BCA”) with Future NRG Sdn. Bhd. (“Future NRG”) in an all stock share exchange transaction. Future NRG is a Malaysia-based technology integrator and project developer operating at the forefront of innovative and sustainable medical waste management, for healthcare waste generators including clinics, dental practices, veterinary clinics, dialysis centers, laboratories, and factories, offering advanced waste-to-energy and waste-to-resource projects using advanced, market-proven clean technology. Upon completion of the share exchange, which is subject to approval by BGMS and Future NRG’s shareholders, the combined company is expected to continue operating under the name Bio Green Med Solution, Inc. and continue trading on the Nasdaq Capital Market under the ticker symbol “BGMS”.

Pursuant to the BCA, the parties intend to effect a share exchange between BGMS and the Future NRG selling shareholders, in which Future NRG will become a wholly-owned subsidiary of BGMS, in accordance with the terms of the BCA and the rules under Delaware General Corporation Law (the “DGCL”) and the Malaysian Companies Act (the “Transaction”). As part of the Transaction, the BGMS common stock, par value $0.001 (the “BGMS Stock”) transferred to the Future NRG selling shareholders, in exchange for the ordinary shares of Future NRG shall constitute one hundred (100%) percent of the issued and outstanding capital shares of Future NRG. The percentage of the combined company that pre-Transaction BGMS shareholders and pre-Transaction Future NRG shareholders will own as of the close of the proposed Transaction is subject to an exchange ratio, as described in the BCA. The combined company will continue to be led by Datuk Dr. Doris Wong, current CEO and Executive Director of BGMS, together with other members of the current BGMS management team. The combined company’s Board of Directors will be comprised of the current board members of BGMS except that Mr. Conner Kiu plans to step down as a director but will continue to serve at BGMS as its CFO, and Mr. Pun Kah Weng as selected by Future NRG will be appointed to the board of directors.

“Future NRG is driven by a core conviction focused on advancing eco-friendly alternatives to traditional, high-emission industrial practices,” said Ngu Wang Keat, Director of FNRG. “Our use of advanced American ozone technology to process clinical waste platform provides a 99.9999% reduction in microbial populations while eliminating the carbon emissions associated with traditional incineration. Access to the public markets through this combination with Bio Green Med Solution, Inc. gives us the capital and the profile to accelerate that strategy at scale.”

Datuk Dr. Doris Wong Sing Ee, Chief Executive Officer and Executive Director of BGMS added, “Future NRG’s management team has built a differentiated model with a demonstrated green solution for scheduled waste treatment with proven economics in a large and underserved market. We are confident this combination will deliver long-term value for shareholders.”

The Transaction is expected to close in the fourth quarter of 2026 subject to shareholder approval of both companies, the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission to register the securities to be issued in connection with the Transaction, and the satisfaction of customary closing conditions. The BCA has been unanimously approved by the boards of both BGMS and Future NRG.

About Future NRG Sdn. Bhd.

Future NRG is a Malaysia-based private limited company specializing in renewable energy development through its green solution of scheduled waste treatment (specifically, SW 404 which are pathogenic wastes, clinical wastes or quarantined material) to private medical practitioners throughout Peninsular Malaysia. Future NRG currently owns and operates a medical waste plant, the Sendayan Ozone Medical Waste Treatment Plant in Sendayan Tech Valley, Negeri Sembilan, Malaysia (the “Plant”), with a capacity of 10 metric tons per day.

The Plant is a specialized facility designed to disinfect and treat biomedical waste using ozone gas (O3) before final disposal. Medical waste such as used syringes, gloves, bandages, laboratory materials, and other infectious items is first collected and often shredded to increase surface area. The shredded waste is then placed inside a sealed treatment chamber where ozone gas is introduced. Ozone, being a powerful oxidizing agent, destroys harmful microorganisms including bacteria, viruses, fungi, and spores by breaking down their cell walls and genetic material. After treatment, the waste becomes non-infectious and safer for disposal, recycling, or energy recovery. Unlike incineration, ozone treatment operates at lower temperatures, produces minimal emissions, and leaves no toxic residues because ozone naturally decomposes into oxygen. This makes it an environmentally friendly and efficient method for managing medical waste in hospitals, laboratories, clinics, and healthcare facilities. For additional information, please visit http://www.futurenrg.net/.

About Bio Green Med Solution, Inc.

BGMS is a Delaware corporation listed on Nasdaq (formerly known as Cyclacel Pharmaceuticals, Inc.) and is headquartered in Kuala Lumpur, Malaysia. BGMS is a diversified enterprise whose fire safety division, anchored by its Fitters Sdn. Bhd. subsidiary, specializes in supplying, trading, and installing protective and fire safety equipment for domestic and international markets. Its product range includes fire extinguishers, foam systems, fire-resistant doors known as the Pyrodor, personal protective equipment (PPE), and fire safety apparel. For additional information, please visit https://bgmsglobal.com/.

Financial and Legal Advisors to the Transaction

ARC Group International Limited is acting as exclusive financial advisor to BGMS with Rimon, P.C. (Washington,