Bio Green Med agrees to all-stock deal to acquire Future NRG

Bio Green Med Solution, Inc. (Nasdaq: BGMS) said on June 4, 2026 that it had entered into a Business Combination Agreement with Future NRG Sdn. Bhd., a Malaysia-based technology integrator and project developer in medical waste management. The transaction is an all-stock share exchange, to be carried out under the Delaware General Corporation Law and the Malaysian Companies Act. The selling shareholders of Future NRG would exchange all of their ordinary shares for BGMS common stock, making Future NRG a wholly owned subsidiary.

The company expects the transaction to close in the fourth quarter of 2026. Closing depends on shareholder approval at both companies, the effectiveness of a registration statement and customary closing conditions. The boards of both companies have unanimously approved the agreement.

The business being acquired

According to the release, Future NRG serves healthcare waste generators, including clinics, dental practices, veterinary clinics, dialysis centers, laboratories and factories. It owns and operates the Sendayan Ozone Medical Waste Treatment Plant in Sendayan Tech Valley, Negeri Sembilan, Malaysia. The plant has a capacity of 10 metric tons per day.

The plant uses ozone gas to disinfect clinical and biomedical waste before final disposal. The release says ozone treatment operates at lower temperatures than incineration, produces minimal emissions and leaves no toxic residues, because ozone decomposes into oxygen. The release says that combining the two businesses would allow a bundled compliance offering, pairing clinical waste disposal with fire safety equipment for the same customers.

The combined company

The combined company would continue to operate as Bio Green Med Solution, Inc. and to trade on the Nasdaq Capital Market under the symbol BGMS. Datuk Dr. Doris Wong Sing Ee, the company's chief executive officer and executive director, would continue to lead it with the current management team.

The board would consist of the current BGMS directors, with two changes. Conner Kiu plans to step down as a director and will continue to serve as chief financial officer. Pun Kah Weng, selected by Future NRG, would be appointed to the board. The percentage of the combined company owned by each group depends on an exchange ratio set out in the agreement.

Ngu Wang Keat, a director of Future NRG, said the combination would give the business access to the public markets. Datuk Dr. Doris Wong said the company was confident the combination would deliver long-term value for shareholders.

The company

Bio Green Med Solution is a Delaware corporation listed on Nasdaq and headquartered in Kuala Lumpur. It was formerly known as Cyclacel Pharmaceuticals, Inc. Its fire safety division, anchored by its Fitters Sdn. Bhd. subsidiary, supplies fire extinguishers, foam systems, fire-resistant doors known as the Pyrodor, personal protective equipment and fire safety apparel.

The release notes that the Form S-4 will include a preliminary proxy statement to be distributed to holders of the company's common stock, and it urges stockholders to read the Form S-4 when it is available.

Advisers and next steps

ARC Group International Limited is the exclusive financial advisor to BGMS. Rimon, P.C., of Washington, DC, is legal counsel to BGMS. Rohamat & Ling Advocates & Solicitors of Malaysia is legal counsel to Future NRG.

The company expects to file a registration statement on Form S-4 with the SEC. That filing will include a prospectus for the securities to be issued and a preliminary proxy statement for BGMS stockholders.

What the release does not say

The release gives no revenue, profit or valuation for Future NRG, and no exchange ratio, so BGMS holders cannot tell how much of the combined company they would keep. A Future NRG director's remark that the deal would give the business access to the public markets suggests why Future NRG wants it. The expected revenue and cross-selling benefits are the company's own projections. BGMS itself reported revenue of $0 for 2025 and a net loss of $3.0 million, so the buyer has little of its own earnings to set against the issue of new shares. Closing in the fourth quarter of 2026 still needs both sets of shareholders, an effective registration statement and customary conditions.

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