Bio Green Med Solution, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2026, and in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, on June 10, 2026, the Company sold an aggregate of 1,103,338 shares of its common stock (the “Shares”) to certain foreign accredited investors (the “Investors”) at $0.72 per share. The sale was made under a Securities Purchase Agreement, for aggregate gross proceeds of $794,403, in reliance on Regulation S under the Securities Act of 1933, as amended. At the same time, the Company entered into a Registration Rights Agreement with the Investors. To satisfy its obligations under the Registration Rights Agreement, on October 9, 2026, the Company filed with the SEC a Registration Statement on Form S-3 (File No. 333-299610) registering the resale of the Shares by the Investors. The Company will not receive any proceeds from the Investors’ resale of the Shares.