Bio Green Med Solution, Inc.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in the sections titled sections titled Risk Factors Summary and Item 1A. Risk Factors in the AnnuThere have been no material Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on April 2, 2025 (the 2024 Form 10-K), which could materially affect our business, financial condition or future results. The rchanges to our risk factors disclosure in the 2024 Form 10-K is qualified by the information in this Quarterly Report on Form 10-Q. The risks describedcontained in the 2024 Form 10K are not oour only risks. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. The risk factors set forth below represent new risk factors or those containing changes to the similarly titled risk factor included in Item 1.A Risk Factors of the 2024 ForAnnual Report on Form 10-K.

We issued a significant number of shares as consideration for t for the Transaction, which has diluted existing stockholders and may depress the market price of our common stock. On May 6, 2025, and as amended on July 7, 2025, the Company entered into an Exchange Agreement (collectively, the Exchange Agreement) with FITTERS Diversified Berhad (9318.KL; FITTERS), an investment holding company engaged, through its subsidiaries, in the business of the sale of fire safety materials, equipment and fire prevention systems, Waste-To-Resource services and real estate development and construction. On Septemyear ended December 1231, 2025, the Company completed the transaction contemplated by the Exchange Agreement and Fitters Sdn. Bhd., a Malaysia-based private limited company (Fitters Sub) became a wholly-owned subsidiary of the Company. As part of the Transaction, the Company issued shares of its common stock representing approximately 19.99% of our outstanding common stock immediately prior to closing to FITTERS. This issuance has diluted the ownership interests of our existing stockholders. The issuance has also increased the number of shares available for trading, which may create selling pressure and could depress the market price o. For a further discussion of our common stock.

The recipient of the newly issued shares now holds a significant minority position and may exert influence over matters requiring stockholder approval, which could conflict with the interests of our other stockholders. As a result of the Transaction consideration structure, FITTERS or its designees hold a significant minority stake in the Company. This level of ownership may allow such holder to influence the outcome of matters submitted to stockholders, including the election of directors and the approval of strategic transactions. The interests of this holder may diverge from, and may conflict with, the interests of our other stockholders, which could affect corporate governance, strategic direction and our ability to pursue certain transactions or financing alternatives.

We may not realize the anticipated benefits of the Transaction within the expected time frame, or at all. The success of the Transaction will depend, in part, on our ability to integrate Fitters Sub efficiently and effectively, retain key personnel, maintain relationships with customers and suppliers, and achieve the expected strategic, operational and financial synergies. The integration process may be complex, time-consuming and expensive, and may disrupt our existing business and Fitters Sub. We may experience challenges related to systems integration, process alignment, cultural differences, retention of employees, conflicting priorities, diversion of management attention and the coordination of geographically dispersed operations. If we are unable to successfully integrate Fitters Sub, or if Fitters Sub underperforms relative to our expectations, we may not realize the anticipated benefits of the Transaction, which could adversely affect our business, financial condition and results of operations.

The Transaction may expose us to unknown or contingent liabilities, which could adversely affect our business and financial condition. Fitters Sub may have liabilities that we failed to discover or were unable to quantify in our due diligence, including liabilities for tax, regulatory compliance, product warranties, intellectual property, environmental matters, cybersecurity and data privacy, employment and pension obligations, contract disputes and litigation. Unexpected liabilities could result in additional costs, increased reserves, reduced cash flows and harm to our reputation.

Purchase accounting and related fair value measurements may increase volatility in our reported results and could lead to significant non-cash charges, including potential goodwill impairment. We are required to apply the acquisition method of accounting under accounting principles generally accepted in the United States, or U.S. GAAP to the Transaction, which involves identifying and valuing acquired assets and assumed liabilities, including intangible assets, as of the closing date and during the measurement period. These valuations are complex and involve significant judgment and assumptions, including forecasted revenues, margins, customer attrition, discount rates and useful lives. Changes in estimates during the measurement period or thereafter could result in adjustments to the carrying values of assets and liabilities, amortization expense and contingent consideration remeasurement gains or losses, which may cause volatility in our reported results. If the performance of Fitters Sub or macroeconomic conditions deteriorate relative to our expectations, we may be required to record impairment charges to goodwill or other intangible assets, which could be material and adversely affect our results of operations.

The Transaction may increase our exposure to regulatory, compliance, cybersecurity and data privacy risks, including in jurisdictions or industries where we have limited prior experience. Fitters Sub operates in different markets from the Company and may subject the Company to regulatory regimes, licensing requirements, industry standards and data protection obligations that differ from or are more stringent than those applicable to our pre-existing operations. Risk Factors, refer to Part I, Integrating compliance programs, controls and information security measures may be challenging and costly, and we may face increased scrutiny from regulators, auditors and customers. Any failure to comply with applicable laws and regulations, to remediate identified control deficiencies or to prevent security incidents or data breaches could result in fines, penalties, remediation costs, litigation, reputational damage and the loss of customers.

Integration of Fitters Sub increases the complexity of our internal controls over financial reporting; any failure to maintain effective controls could result in errors, misstatements or regulatory scrutiny. As we integrate Fitters Sub, we must design and implement internal controls, disclosure controls and procedures that are appropriate for the combined enterprise. This integration can be resource-intensive and may expose gaps or weaknesses in controls, particularly where Fitters Sub previously had different systems, processes or control environments. If we identify a material weakness or significant deficiencytem 1A, Risk Factors, or if we otherwise fail to maintain effective internal control over financial reporting, we could experience errors in financial reporting, restatements, delayed filings, increased audit and compliance costs, loss of investor confidence and a decline in our stock price.

The Transaction and associated equity issuance may limit our strategic flexibility and increase our financing risks. The consideration structure and integration commitments may restrict our ability to pursue other strategic transactions, share repurchases or capital allocation priorities. If the Transaction does not generate anticipated cash flows, we may need to obtain additional financing to support ongoing operations or integration efforts. Market conditions, our leverage profile, investor perceptions and any covenants in our credit facilities could limit our access to capital or increase our cost of capital. Any such limitations could constrain our growth initiatives and adversely affect our business.

Significant resales of our common stock by FITTERS or its affiliates, or the perception that such resales could occur, may adversely affect the market price of our common stock. Following the Transaction, FITTERS or its affiliates hold a substantial block of our common stock. If these stockholders sell a significant number of shares in a short period of time, or if the market perceives that such sales may occur upon expiration of any lock-up, leak-out or contractual restrictions, the market price of our common stock could decline. In addition, if we have agreed to provide registration rights to such holders, the filing of a resale registration statement could increase the likelihood of sales and create an overhang on our common stock.

We may face litigation, regulatory inquiries or disputes arising from the Transaction, which could be costly, time-consuming and disruptive. Stockholders, counterparties, employees, customers or other stakeholders may challenge aspects of the Transaction, including its terms, disclosures, integration processes or effects on stakeholders. We also may have disputes with the seller regarding purchase price adjustments, representations and warranties, indemnification obligations, earn-out calculations and other post-closing matters. Any litigation, arbitration or regulatory inquiry could result in significant costs, diversion of management attention, reputational harm, and, if resolved adversely, monetary damages or other remedies.

Adverse tax consequences resulting from the Transaction could increase our tax expense and reduce our cash flows. The tax treatment of the Transaction and related transactions is complex and depends on our and Fitters Subs facts and circumstances. We may incur unexpected tax liabilities, lose tax attributes, or face limitations on the use of net operating losses or credits. Changes in tax laws, regulations or interpretations, or in the jurisdictions in which we operate post-Acquisition, could further increase our tax expense. Any of these outcomes could adversely affect our net income and cash flows.

The combined company may be more exposed to macroeconomic, industry-specific and geographic risks than our legacy business. Fitters Sub operates in different markets from the Company and may subject the Company to different demand cycles, pricing dynamics, competitive pressures, supply chain constraints or geopolitical risks than the Companys historical operations. As a result, the Companys overall risk profile may change, and its results of operations may become more sensitive to factors beyond its prior experience, including fluctuations in input costs, customer concentration, regulatory changes, foreign exchange rates and geopolitical events.

f our Annual Report on Form 10-K for the year ended December 31, 2025.