Bio Green Med Solution, Inc.

Previous wording

This Quarterly Report on Form 10-Q, including, without limitation, Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains “forward-looking statements” within the meaning of Section 27A of the Securities Exchange Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend that the forward-looking statements be covered by the safe harbor for forward-looking statements in the Exchange Act. The forward-looking information is based on various factors and was derived using numerous assumptions. All statements, other than statements of historical fact, that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are usually accompanied by words such as “believe,” “anticipate,” “plan,” “seek,” “expect,” “intend” and similar expressions.

Current wording

This Quarterly Report on Form 10-Q, including, without limitation, Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend that the forward-looking statements be covered by the safe harbor for forward-looking statements in the Exchange Act. The forward-looking information is based on various factors and was derived using numerous assumptions. All statements, other than statements of historical fact, that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are usually accompanied by words such as “believe,” “anticipate,” “plan,” “seek,” “expect,” “intend” and similar expressions.

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 shareholders. 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 system, 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 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.

Previous wording

For the three months ended March 31, 2026, we used net cash of $0.3 million to fund our operating activities. We have cash and cash equivalents of $3.3 million as of March 31, 2026, which will allow us to meet our liquidity requirements into the fourth quarter of 2026. 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

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.

Previous wording

The following is a summary of our key liquidity measures as of the three months ended March 31, 2026 and March 31, 2025 (in $000s):

Current 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):

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 March 31, 2026, we had an accumulated deficit of $454.6 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 June 30, 2026, we had an accumulated deficit of $455.0 million.

Previous wording

Cash from operating, investing and financing activities for the three months ended March 31, 2026 and March 31, 2025 is summarized as follows (in $000s):

Current 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):

Previous wording

Net cash used in operating activities decreased by $2.9 million, from $3.2 million for the three months ended March 31, 2025 to $0.3 million for the three months ended March 31, 2026. The decrease in cash used by operating activities was primarily due to changes in working capital of $4.7 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.

Current 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.

Previous wording

Net cash used by investing activities was $1,000 and 0 for each of the three months ended March 31, 2026 and March 31, 2025. Capital expenditure for the three months ended March 31, 2026 was related to computer equipment.

Current 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.

Previous wording

Net cash used by financing activities was $0.1 million for the three months ended March 31, 2026 as a direct result of the adjustment to issuance costs of $125,000 under a warrant exchange agreement, as amended and offset by a dividend payment of approximately $20,000 to the holders of our 6% Preferred Stock.

Current 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.

Previous wording

Net cash provided by financing activities was $3.6 million for the three months ended March 31, 2025 as a direct result of receiving approximately $3.6 million, net of expenses, from the issuance of preferred stock under a Securities Purchase Agreement following a change of control of the Company.

Current 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.

Previous wording

We recognized $0.7 million of revenue for the three months ended March 31, 2026 and $0 of revenue for the three months ended March 31, 2025, 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 $0.3 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.

Previous wording

We recognized $0.6 million cost of sales for the three months ended March 31, 2026 and $0 for the three months ended March 31, 2025. This cost of sales is related to product revenue generated by Fitters Sdn. Bhd.

Current 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.

Previous wording

Total cost of sales represented 61% and 0% of our operating expenses for the three months ended March 31, 2026 and 2025, respectively. Our gross margins for the three months ended March 31, 2026 approximate to 18% 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 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.

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 three months ended March 31, 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 six months ended June 30, 2026 and 2025 (in $000s except percentages):

Previous wording

Total general and administrative expenses represented 39% and 100% of our operating expenses for the three months ended March 31, 2026 and 2025, respectively.

Current 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.

Previous wording

General and administrative expenses decreased by approximately $3.8 million from $4.2 million for the three months ended March 31, 2025 to $0.4 million for the three months ended March 31, 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 $0.9 million, legal and professional costs of $0.4 million.

Current 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.

Previous wording

The following table summarizes other (expense) income, net for the three months ended March 31, 2026 and 2025 (in $000 except percentages):

Current wording

The following table summarizes other (expense) income, net for the six months ended June 30, 2026 and 2025 (in $000 except percentages):

Previous wording

Total other income increased by $71,000 from $8,000 for the three months ended March 31, 2025 to $79,000 for the three months ended March 31, 2026.

Current wording

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 wording

Foreign exchange gains increased by $46,000, from a loss of $8,000 for the three months ended March 31, 2025, to a gain of $38,000 for the three months ended March 31, 2026.

Current wording

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.

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 $30,000 income tax provision for the three months ended March 31, 2026, and no reported income tax benefits or provisions during the three months ended March 31, 2026 or 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 $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.

Previous wording

The following table summarizes total income tax provision for the three months ended March 31, 2026 and 2025 (in $000s except percentages):

Current wording

The following table summarizes total income tax provision for the six months ended June 30, 2026 and 2025 (in $000s except percentages):

Previous wording

The following table provides information with respect to our research and development expenditures, now discontinued operations, for the three months ended March 31, 2026 and March 31, 2025 (in $000s except percentages):

Current 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):

Previous wording

The following table provides information with respect to net other income from discontinued operations, for the three months ended March 31, 2026 and March 31, 2025 (in $000s except percentages):

Current 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):

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 three months ended March 31, 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. There have been no material changes to our critical accounting policies during the six months ended June 30, 2026.