Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on September 11, 2025, Bio Green Med Solution, Inc. (the "Company") received a letter from the listing qualifications department staff (the "Staff") of The Nasdaq Stock Market ("Nasdaq"), notifying the Company that its 6% Convertible Exchangeable Preferred Stock (listed on The Nasdaq Capital Market under the symbol "BGMSP") (the "Preferred Stock") no longer complies with the requirement to maintain a minimum Market Value of Publicly Held Shares (as such terms are defined under the Nasdaq Listing Rules, "MVPHS") of $1 million. The Staff's letter further advised that for the prior 30 consecutive business days, the Preferred Stock no longer meets this requirement. In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days, or until March 10, 2026, to regain compliance with the MVPHS requirement for its Preferred Stock.

On March 12, 2026, the Company received another letter from the Staff of Nasdaq, notifying the Company that (i) the Preferred Stock has not regained compliance with Listing Rule 5555(a)(4) and therefore will be delisted from The Nasdaq Capital Market; and (ii) unless the Company requests an appeal of this determination by March 19, 2026, trading of the Preferred Stock will be suspended at the opening of business on March 23, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company's securities from listing and registration on The Nasdaq Stock Market.

The Company does not intend to request an appeal of this determination. Therefore, it is expected that the Preferred Stock will be delisted from The Nasdaq Capital Market on or after April 2, 2026. The Company believes that the Preferred Stock may be quoted and traded on the OTC Markets after April 2, 2026. The delisting does not affect the Company's Common Stock (listed on The Nasdaq Capital Market under the symbol "BGMS").

Forward-Looking Statements. This Current Report on Form 8-K contains forward-looking statements that involve substantial risks and uncertainties. Such forward-looking statements are based on the Company's beliefs and assumptions and on information currently available to it on the date hereof. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These and other risks are described more fully in the Company's other filings with the Securities and Exchange Commission, including the Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents the Company files with the Securities and Exchange Commission from time to time. Except to the extent required by law, the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.