Bio Green Med Solution, Inc.
For the period ended Sep 30, 2026. Filed Nov 12, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 12, 2026
BGMS$0.71+6.0%Stored close · as of Nov 12, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001493152-26-038393
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-12.
0001493152-26-051452
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 61 previous paragraphs and 75 current paragraphs.
34 unchanged; 23 reworded; 18 added; 3 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (18)
Current report
On June 4, 2026, we entered into a Business Combination Agreement (“BCA”) to acquire Future NRG Sdn. Bhd. (“FNRG”) in a share exchange. Upon the closing of the transaction, the former owners of FNRG will own more than 99% of our outstanding common stock. We expect to account for this transaction as a reverse acquisition upon closing. The BCA contains certain termination rights for each party. In the event the Exchange is not closed by December 31, 2026, either party may terminate the BCA and the transactions contemplated thereunder.
Current report
Three and Nine Months Ended September 30, 2026 and 2025
Current report
Total other income increased by $70,000 from $4,000 for the three months ended September 30, 2025 to $74,000 for the three months ended September 30, 2026, and increased by $162,000 from $13,000 for the nine months ended September 30, 2025 to $175,000 for the nine months ended September 30, 2026.
Current report
Foreign exchange losses decreased by $11,000, from a loss of $14,000 for the three months ended September 30, 2025, to a loss of $3,000 for the three months ended September 30, 2026, and increased by $43,000, from a loss of $25,000 for the nine months ended September 30, 2025, to a gain of $18,000 for the nine months ended September 30, 2026.
Current report
Goodwill Impairment Assessment
Current report
Goodwill represents the excess of the consideration transferred over the estimated fair value of identifiable net assets acquired. Goodwill was entirely generated by our acquisition of Fitters Sdn Bhd (“Fitters”). We have just one operating segment and a single reporting unit. The goodwill generated from the Fitters acquisition was assigned to our single reporting unit.
Current report
We test goodwill for impairment at least annually. We will perform more frequently interim testing if events or changes in circumstances indicate that the goodwill might be impaired. We have elected to test goodwill on July 1 of each year and our most recent goodwill impairment test was performed on July 1, 2026.
Current report
Methodology and Key Assumptions
Current report
The first step in testing goodwill for impairment is to compare the fair value of our single reporting unit with its carrying value as of the testing date. We estimate the fair value of our single reporting unit primarily using a market-based approach. Because our single reporting unit represents the entirety of our operations, its fair value is derived from the market capitalization of the Company’s actively traded common stock on the Nasdaq market, adjusted for an estimated control premium that we believe a market participant would pay to acquire control over the Company. The carrying value of the reporting unit equals the consolidated shareholders’ equity of the Company under U.S. generally accepted accounting principles.
Current report
The determination of fair value involves significant judgment and estimation uncertainty. The key assumptions subject to significant change include:
Current report
● Closing Market Price: The quoted market price of our common stock on the measurement date. We have elected to use the closing price published by Nasdaq as of the testing date.
Current report
● Control Premium: The estimated premium (15% as of July 1, 2026) added to our market capitalization to reflect market participant assumptions regarding control value.
Current report
Annual Test and Sensitivity Analysis
Current report
During the third quarter of 2026, we completed our annual goodwill impairment test as of July 1, 2026. Based on this quantitative assessment, we determined that the estimated fair value of the reporting unit exceeded its carrying amount. Consequently, no goodwill impairment was recorded.
Current report
However, the margin of safety (“cushion”) between the estimated fair value and carrying value of the reporting unit was narrow. As of July 1, 2026, the estimated fair value exceeded the carrying value by approximately $1.2 million. Slight declines in our common stock price or a reduction in the assumed control premium assumption as of the testing date could have eliminated this cushion and resulted in a goodwill impairment charge. For example, holding all other factors constant, eliminating the control premium altogether would have reduced the cushion to approximately $125,000.
Current report
Subsequent Events and Interim Impairment Test Plan
Current report
Subsequent to July 1, 2026, market volatility and changes in our stock price further reduced the estimated fair value of the reporting unit. As of September 30, 2026, the estimated cushion between the reporting unit’s fair value and carrying amount decreased to less than $100,000.
Current report
Due to the small cushion remaining at the end of the reporting period and the heightened sensitivity of the valuation to market price fluctuations, the Company plans to perform an interim quantitative goodwill impairment test during the fourth quarter of 2026. If the market price of our common stock experiences additional weakness or if our estimated control premium declines, it is reasonably likely that a material non-cash goodwill impairment charge will be recorded in the fourth quarter of 2026.
Removed paragraphs (3)
Previous report
Six Months Ended June 30, 2026 and 2025
Previous report
Total other income increased by $0.1 million from $9,000 for the six months ended June 30, 2025 to $101,000 for the six months ended June 30, 2026.
Previous report
Foreign exchange losses increased by $32,000, from a loss of $11,000 for the six months ended June 30, 2025, to a gain of $21,000 for the six months ended June 30, 2026.
Reworded paragraphs (23)
Previous wording
We are a diversified company that was formerly engaged in the biopharmaceutical industry but as of September 2025 has shifted our operations to focus on provision of fire safety protection and distribution activities. Specifically, on September 12, 2025, we completed our acquisition of Fitters Sdn. Bhd., a Malaysia-based group specializing in fire protection products and services. Headquartered in Malaysia, we are now focused on advancing opportunities across these distinct sectors whilst maintaining our commitment to driving long-term value creation for our stockholders. From the time of acquisition, substantially all of our efforts of the Company have been focused on the supply and trading of protective and fire safety equipment providing a wide range of fire safety products, including fire extinguishers, foam systems, fire-resistant doors, personal protective equipment, and fire safety apparel. Our mission is to deliver high-quality, certified safety solutions that enhance protection across commercial, industrial, healthcare, and residential sectors with a focus on trading and distribution to position us as a key player in Malaysia’s fire safety market, with a reputation for reliability and compliance with stringent regulatory standards.
Current wording
We are a diversified company that was formerly engaged in the biopharmaceutical industry. However, as of September 2025, we shifted our operations to focus on provision of fire safety protection and distribution activities. Specifically, on September 12, 2025, we completed our acquisition of Fitters Sdn. Bhd., a Malaysia-based group specializing in fire protection products and services. Headquartered in Malaysia, we are now focused on advancing opportunities across these distinct sectors whilst maintaining our commitment to driving long-term value creation for our stockholders. From the time of acquisition, substantially all of our efforts have been focused on the supply and trading of protective and fire safety equipment providing a wide range of fire safety products, including fire extinguishers, foam systems, fire-resistant doors, personal protective equipment, and fire safety apparel. Our mission is to deliver high-quality, certified safety solutions that enhance protection across commercial, industrial, healthcare, and residential sectors with a focus on trading and distribution to position us as a key player in Malaysia’s fire safety market, with a reputation for reliability and compliance with stringent regulatory standards.
Previous wording
For the six months ended June 30, 2026, we used net cash of $0.6 million to fund our operating activities. We have cash and cash equivalents of $3.8 million as of June 30, 2026, which will allow us to meet our liquidity requirements into the first quarter of 2027. However, there remains substantial doubt about our ability to continue as a going concern. We are currently investigating ways to raise additional capital through private equity financing or by entering into a strategic transaction. In the event that we are not able to secure funding, we may be forced to curtail operations, delay or stop ongoing development activities, cease operations altogether, and/or file for bankruptcy.
Current wording
We have cash and cash equivalents of $3.5 million as of September 30, 2026, which will allow us to meet our liquidity requirements into the second quarter of 2027. However, there remains substantial doubt about our ability to continue as a going concern. We are currently investigating ways to raise additional capital through private equity financing or by entering into a strategic transaction. In the event that we are not able to secure funding, we may be forced to curtail operations, delay or stop ongoing development activities, cease operations altogether, and/or file for bankruptcy.
Previous wording
There is substantial doubt that we can continue as an on-going business for the next twelve months. Although we expect our recently acquired subsidiary, Fitters Sdn. Bhd., to be profitable, it is yet to be determined if any future profits from this division can sustain the entire group. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our business plan.
Current wording
There is substantial doubt that we can continue as an on-going business for the next twelve months. Although we expect our recently acquired subsidiary, Fitters Sdn. Bhd., to be profitable in the near term, it is yet to be determined if any future profits from this division can sustain the entire group. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our business plan.
Previous wording
As a result of the current economic environment, characterized by a global growth slowdown with risks tilted to the downside, and our lack of funding to implement our business plan, our Board of Directors has begun to analyze strategic alternatives available to the Company to continue as a going concern. Such alternatives include raising additional debt or equity financing or consummating a merger or acquisition with a partner that may involve a change in our business plan.
Current wording
As a result of the current economic environment, characterized by a global growth slowdown, and our lack of funding to implement our business plan, our Board of Directors has begun to analyze strategic alternatives available to the Company to continue as a going concern. Such alternatives include raising additional debt or equity financing or consummating a merger or acquisition with a partner that may involve a change in our business plan.
Previous wording
The following is a summary of our key liquidity measures as of the six months ended June 30, 2026 and June 30, 2025 (in $000s):
Current wording
The following is a summary of our key liquidity measures as of September 30, 2026 and September 30, 2025 (in $000s):
Previous wording
Since our inception, we have relied primarily on the proceeds from sales of common and preferred equity securities to finance our operations and internal growth. Additional funding has come through research and development tax credits, government grants, the sale of product rights, interest on investments and licensing revenue. We have incurred significant losses since our inception. As of June 30, 2026, we had an accumulated deficit of $455.0 million.
Current wording
Since our inception, we have relied primarily on the proceeds from sales of common and preferred equity securities to finance our operations and internal growth. Additional funding has come through research and development tax credits, government grants, the sale of product rights, interest on investments and licensing revenue. We have incurred significant losses since our inception. As of September 30, 2026, we had an accumulated deficit of $455.5 million.
Previous wording
Cash from operating, investing and financing activities for the six months ended June 30, 2026 and June 30, 2025 is summarized as follows (in $000s):
Current wording
Cash from operating, investing and financing activities for the nine months ended September 30, 2026 and September 30, 2025 is summarized as follows (in $000s):
Previous wording
Net cash used in operating activities decreased by $3.6 million, from $4.3 million for the six months ended June 30, 2025 to $0.6 million for the six months ended June 30, 2026. The decrease in cash used by operating activities was primarily due to changes in working capital of $4.6 million following the acquisition of Fitters Sdn. Bhd. in September 2025 and offset by lower year-over-year stock compensation expense of $1.6 million and lower year-over-year net losses of $0.8 million.
Current wording
Net cash used in operating activities decreased by $3.8 million, from $4.7 million for the nine months ended September 30, 2025 to $0.9 million for the nine months ended September 30, 2026. The decrease in cash used by operating activities was primarily due to changes in working capital of $4.1 million following the acquisition of Fitters Sdn. Bhd. in September 2025 and lower year-over-year net losses of $1.4 million; offset by lower year-over-year stock compensation expense of $1.7 million.
Previous wording
Net cash used by investing activities was $1,000 for the six months ended June 30, 2026 and $0 for the six months ended June 30, 2025. Capital expenditure for the six months ended June 30, 2026 was related to computer equipment.
Current wording
Net cash used in investing activities was $1,000 for the nine months ended September 30, 2026 and $0 for the nine months ended September 30, 2025. Capital expenditure for the nine months ended September 30, 2026 was related to computer equipment.
Previous wording
Net cash used by financing activities was $0.9 million for the six months ended June 30, 2026 as a direct result of receiving $0.8 million, net of expenses, from the issuance of a Securities Purchase Agreement in a private placement, and the adjustment to issuance costs of $0.1 million under a warrant exchange agreement, as amended and offset by a dividend payment of approximately $40,580 to the holders of our 6% Preferred Stock.
Current wording
Net cash provided by financing activities was $0.9 million for the nine months ended September 30, 2026 as a direct result of receiving $0.8 million, net of expenses, from the issuance of a Securities Purchase Agreement in a private placement, and the adjustment to issuance costs of $0.1 million under a warrant exchange agreement, as amended and offset by a dividend payment of approximately $61,000 to the holders of our 6% Preferred Stock.
Previous wording
Net cash provided by financing activities was $5.5 million for the six months ended June 30, 2025 as a direct result of receiving approximately $6.6 million, net of expenses, from the issuance of preferred stock under Securities Purchase Agreements following a change of control of the Company. This was offset by a payment of $1.1 million under the November 2024 Warrant Exchange Agreement, as amended.
Current wording
Net cash provided by financing activities was $5.5 million for the nine months ended September 30, 2025 as a direct result of receiving approximately $6.6 million, net of expenses, from the issuance of preferred stock under Securities Purchase Agreements following a change of control of the Company. This was offset by a payment of $1.1 million under the November 2024 Warrant Exchange Agreement, as amended.
Previous wording
We recognized $0.3 million of revenue for the three months ended June 30, 2026 and $1.1 million of revenue for the six months ended June 30, 2026, respectively. Revenue recognized in the current periods relate to product revenues from sales of fire safety equipment and services within our wholly-owned Malaysian-based subsidiary, Fitters Sdn. Bhd. which was acquired in September 2025.
Current wording
We recognized $0.5 million and $0.1 million of revenue for the three months ended September 30, 2026 and 2025, respectively and $1.6 million and $0.1 million of revenue for the nine months ended September 30, 2026 and 2025, respectively. Revenue recognized relate to product revenues from sales of fire safety equipment and services within our wholly-owned Malaysian-based subsidiary, Fitters Sdn. Bhd. which was acquired in September 2025.
Previous wording
We recognized $0.3 million cost of sales for the three months ended June 30, 2026 and $0.9 million for the six months ended June 30, 2026. This cost of sales is related to product revenue generated by Fitters Sdn. Bhd.
Current wording
We recognized $0.4 million and $0.1 million cost of sales for the three months ended September 30, 2026 and 2025, respectively and $1.2 million and $0.1 million for the nine months ended September 30, 2026 and 2025 respectively. This cost of sales is related to product revenue generated by Fitters Sdn. Bhd.
Previous wording
Total cost of sales represented 50% and 0% of our operating expenses for the six months ended June 30, 2026 and 2025, respectively. Our gross margins for the six months ended June 30, 2026 approximate to 20% of gross revenues. We do not expect the product mix or margins to change significantly in the near term. We are, however, susceptible to potential increased costs brought about by geo-political events such as adverse movements in world oil prices.
Current wording
Total cost of sales represented 35% and 6% of our operating expenses for the three months ended September 30, 2026 and 2025, respectively, and 45% and 1% of our operating expenses for the nine months ended September 30, 2026 and 2025, respectively. Our gross margins were approximately 25% and 21% of gross revenues for the three months ended September 30, 2026 and 2025, respectively, and approximately 22% and 21% of gross revenues for the nine months ended September 30, 2026 and 2025, respectively. We do not expect the product mix or margins to change significantly in the near term. We are, however, susceptible to potential increased costs brought about by geo-political events such as adverse movements in world oil prices.
Previous wording
General and administrative expenses include costs for administrative personnel, legal and other professional expenses and general corporate expenses. The following table summarizes the general and administrative expenses for the six months ended June 30, 2026 and 2025 (in $000s except percentages):
Current wording
General and administrative expenses include costs for administrative personnel, legal and other professional expenses and general corporate expenses. The following table summarizes the general and administrative expenses for the three and nine months ended September 30, 2026 and 2025 (in $000s except percentages):
Previous wording
Total general and administrative expenses represented 50% and 100% of our operating expenses for the six months ended June 30, 2026 and 2025, respectively.
Current wording
Total general and administrative expenses represented 65% and 94% of our operating expenses for the three months ended September 30, 2026 and 2025, respectively 55% and 99% of our operating expenses for the nine months ended September 30, 2026 and 2025, respectively.
Previous wording
General and administrative expenses decreased by approximately $4.6 million from $5.5 million for the six months ended June 30, 2025 to $0.9 million for the six months ended June 30, 2026, due to several one-time costs associated with the two changes of control of the Company; primarily stock compensation expense of $1.6 million, D&O insurance costs of $0.9 million, compensation expense of $1.3 million, legal and professional costs of $0.8 million.
Current wording
General and administrative expenses decreased by approximately $4.9 million from $6.5 million for the nine months ended September 30, 2025 to $1.5 million for the nine months ended September 30, 2026, due to several one-time costs associated with the two changes of control of the Company; primarily stock compensation expense of $1.6 million, D&O insurance costs of $0.9 million, compensation expense of $1.3 million, legal and professional costs of $1.5 million, and offset by general and administrative costs of $0.4 million associated with our Fitters subsidiary.
Previous wording
The following table summarizes other (expense) income, net for the six months ended June 30, 2026 and 2025 (in $000 except percentages):
Current wording
The following table summarizes other (expense) income, net for the three and nine months ended September 30, 2026 and 2025 (in $000 except percentages):
Previous wording
The following table summarizes total income tax provision for the six months ended June 30, 2026 and 2025 (in $000s except percentages):
Current wording
The following table summarizes total income tax provision for the three and nine months ended September 30, 2026 and 2025 (in $000s except percentages):
Previous wording
Provision for income taxes is estimated and recorded as part of the consolidated statements of operations. Due to our history of losses, we set 100% allowances for all deferred income tax. Accordingly, we reported approximately $39,000 income tax provision for the six months ended June 30, 2026, and approximately $2,000 income tax provision during the six months ended June 30, 2025.
Current wording
Provision for income taxes is estimated and recorded as part of the consolidated statements of operations. Due to our history of losses, we set 100% allowances for all deferred income tax. Accordingly, we reported approximately $42,000 income tax provision for the nine months ended September 30, 2026, and approximately $2,000 income tax provision during the nine months ended September 30, 2025, with the increase attributable wholly to increased revenues.
Previous wording
The following table provides information with respect to our research and development expenditures, now discontinued operations, for the six months ended June 30, 2026 and June 30, 2025 (in $000s except percentages):
Current wording
The following table provides information with respect to our research and development expenditures, presented as part of discontinued operations, for the three and nine months ended September 30, 2026 and September 30, 2025 (in $000s except percentages):
Previous wording
The following table provides information with respect to net other income from discontinued operations, for the six months ended June 30, 2026 and June 30, 2025 (in $000s except percentages):
Current wording
The following table provides information with respect to net other income from discontinued operations, for the three and nine months ended September 30, 2026 and September 30, 2025 (in $000s except percentages):
Previous wording
Our critical accounting policies are those policies which require the most significant judgments and estimates in the preparation of our consolidated financial statements. We evaluate our estimates, judgments, and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. A summary of our critical accounting policies is presented in Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 2 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. There have been no material changes to our critical accounting policies during the six months ended June 30, 2026.
Current wording
Our critical accounting policies are those policies which require the most significant judgments and estimates in the preparation of our consolidated financial statements. We evaluate our estimates, judgments, and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. A summary of our critical accounting policies is presented in Part II, Item 7, of our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 2 to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. We have made the following change to our critical accounting policies during the nine months ended September 30, 2026:
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Since our inception, we have relied primarily on the proceeds from sales of common and preferred equity securities to finance our operations and internal growth. Additional funding has come through research and development tax credits, government grants, the sale of product rights, interest on investments, licensing revenue, royalty income, and a limited amount of product revenue from operations discontinued in September 2012.