Bio Green Med Solution (BGMS) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 2025 to approve key corporate actions, including new equity issuances, capital structure changes, and governance amendments.

• David Lazar, interim CEO, to acquire Series C and D Preferred Stock for $3.1 million, potentially becoming the largest stockholder and triggering a change of control under Nasdaq rules.

• Board recommends all proposals, citing urgent liquidity needs, Nasdaq compliance, and lack of viable alternatives.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock to David Lazar upon conversion of Preferred Stock and amend Series C Preferred Stock Certificate to remove ownership limitation.

• Proposal 2: Approve issuance of 24,844,725 shares of common stock to Armistice Capital in exchange for warrants and $1.1 million.

• Proposal 3: Approve reverse stock split at a ratio between 1:4 and 1:16 to maintain Nasdaq listing.

• Proposal 4: Approve increase in authorized common stock from 100,000,000 to 250,000,000 shares.

• Proposal 5: Approve amendment to 2018 Equity Incentive Plan to add 500,000 shares for grants.

• Proposal 6: Ratify appointment of Bush & Associates CPA LLP as independent auditor for 2024.

• Proposal 7: Approve adjournment of the meeting if more time is needed to solicit votes.

Board of directors and corporate governance

• Board unanimously recommends all proposals, emphasizing the need for capital and Nasdaq compliance.

• If proposals pass, company may be classified as a "controlled company" under Nasdaq, reducing requirements for board independence.

• Mr. Lazar would have significant influence over board composition and major corporate actions.