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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 30, 2025
BioNexus Gene Lab Corp. |
(Exact name of Company as specified in its charter) |
Wyoming |
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001-41750 |
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35-2604830 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of Incorporation) |
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File Number) |
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Identification Number) |
Unit A-28-7, Tower A, Menara UOA Bangsar,
No. 5 Jalan Bangsar Utama 1,
59000 Kuala Lumpur
(Address of principal executive offices)
Phone: +1 (307) 241-6898
(Company’s Telephone Number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, no par value |
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BGLC |
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Nasdaq |
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 30, 2025, BioNexus Gene Lab Corp. (the “Company”) received a formal notice from the Nasdaq Hearings Panel (the “Panel”) confirming that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share.
The Company was previously notified of non-compliance with the Bid Price Rule and appeared before the Panel pursuant to Docket No. NQ 7050C-24. As of April 23, 2025, the Company’s common stock had maintained a closing bid price of $1.00 or greater for the requisite number of consecutive business days, thereby satisfying Nasdaq’s requirements for bid price compliance.
As a result, the Panel determined that the Company has demonstrated compliance with the terms of its exception and that its common stock will continue to be listed on The Nasdaq Capital Market. The Company remains subject to continued compliance with all applicable Nasdaq listing standards.
This disclosure is made pursuant to Item 3.01(b) of Form 8-K, as the Company has received formal written notice from Nasdaq confirming that it has regained compliance with Listing Rule 5550(a)(2).
Item 7.01 Regulation FD Disclosure.
On April 30, 2025, the Company issued a press release announcing that it had regained compliance with Nasdaq’s minimum bid price requirement under Listing Rule 5550(a)(2) and reaffirming its strategic focus on innovation, compliance, and long-term growth initiatives.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Regulation FD and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BioNexus Gene Lab Corp.
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/s/ Su-Leng Tan Lee |
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By: |
Su-Leng Tan Lee |
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Chief Executive Officer |
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Date: |
April 30, 2025 |
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
BioNexus Gene Lab Corp. Regains Nasdaq Compliance, Signaling Strategic Stability and Growth Readiness
Kuala Lumpur, Malaysia - April 30, 2025 - BioNexus Gene Lab Corp. (Nasdaq: BGLC), a biotechnology company specializing in precision diagnostics and specialty chemical solutions, today announced that it has received official notification from The Nasdaq Stock Market LLC (“Nasdaq”) confirming the Company has regained full compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share.
This important milestone reaffirms the Company’s standing as a compliant and growth-focused public company. It marks the successful conclusion of a focused compliance initiative and paves the way for the Company to pursue its bold innovation roadmap, capital market engagement, and international expansion.
“This achievement is more than a compliance milestone - it’s a signal to the market that BGLC is strategically aligned, financially resilient, and fully prepared to capitalize on future growth opportunities,” said Sam Tan, Chief Executive Officer of BioNexus Gene Lab Corp. “Our Nasdaq listing continues to be a cornerstone of our long-term strategy, enabling global visibility, investor confidence, and access to institutional capital. We’re excited to move forward from this position of strength.”
A Platform for Innovation and Global Reach
BioNexus Gene Lab Corp. is advancing a multi-pronged strategy centered on:
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| · | Expanding its RNA-based genomic diagnostics business, MRNA Scientific, including strategic partnerships and the potential to bring on new products, and driving adoption of its non-invasive blood tests that screen for 11 major diseases. |
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| · | Scaling its specialty materials subsidiary, Chemrex, which currently serves Southeast Asia’s growing demand for high-performance chemical raw materials, into new areas of sustainable development, and growth in upstream and downstream production. |
Reinforced Corporate Governance and Market Readiness
In parallel with achieving Nasdaq compliance, BGLC has taken decisive steps to strengthen corporate governance, enhance internal controls, and position itself for strategic partnerships, capital raising, and M&A activity. This includes the appointment of new independent board members, the formation of a dedicated internal audit function, and the retention of U.S.-based investment banking support for long-term value creation initiatives.
“Our continued Nasdaq listing reflects our governance maturity and sets the foundation for scaling BGLC into a regionally integrated, innovation-driven enterprise,” said Tan. “We are grateful to our shareholders, advisors, and team members for their continued belief in our vision.”
About BioNexus Gene Lab Corp.
BioNexus Gene Lab Corp. (Nasdaq: BGLC) is a Wyoming-incorporated biotechnology and specialty materials company with operations across Malaysia and Southeast Asia. The Company is a pioneer in RNA-based blood diagnostics, and a leading supplier of industrial chemical raw materials. BGLC is committed to delivering cutting-edge healthcare diagnostics, sustainable materials, and digital asset innovation to improve lives and build shareholder value.
For more information, visit: www.bionexusgenelab.com
Investor Relations Contact:
Email: ir@bionexusgenelab.com
Phone: +1 307 241 6898
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