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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): October 20, 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 Jln 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:
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Common Stock, no par value |
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BGLC |
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Nasdaq |
Item 7.01. Regulation FD Disclosure.
On October 20, 2025, BioNexus Gene Lab Corp (the “Company” or “BGLC”) issued a press release announcing that it had entered into a non-binding Strategic Partnership Term Sheet with BirchBioMed Inc. (“Birch”), a Canadian biotechnology company developing regenerative treatments for organ fibrosis, topical scarring, and autoimmune diseases.
The Term Sheet outlines the principal terms of a proposed collaboration under which BGLC would lead Birch’s current financing round through a strategic equity investment and joint commercialization of Birch’s FS2 (kynurenic acid) topical platform in Southeast Asia. The Term Sheet is non-binding and intended solely as a framework for continued discussions. There can be no assurance that a definitive agreement will be executed or that the proposed transactions will be completed on the terms contemplated or at all.
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 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statement 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: |
October 23, 2025 |
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
BioNexus Gene Lab Corp Signs Strategic Partnership Term Sheet with BirchBioMed Inc. Collaboration Expected to Advance FS2 Topical Platform and Strengthen BGLC’s Biotech Footprint in Asia
Kuala Lumpur, Malaysia – October 20, 2025 – BioNexus Gene Lab Corp (Nasdaq: BGLC, “BGLC”, or the “Company”), today announced that it has entered into a non-binding Strategic Partnership Term Sheet with BirchBioMed Inc. (“Birch”), a Canadian biopharmaceutical company developing regenerative treatments for organ fibrosis, topical scarring and autoimmune diseases.
Under the non-binding term sheet, BGLC would lead Birch’s USD $10 million upcoming financing round through a strategic equity investment and collaboration to accelerate commercialization of Birch’s FS2 (kynurenic acid) topical platform in Southeast Asia. The partnership is designed to combine BGLC’s regional market access and infrastructure with Birch’s novel science in dermal regeneration and fibrosis control.
Key Proposed Terms
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| · | Strategic Investment & Equity Exchange: BGLC would issue common shares representing 4.99 percent of its outstanding common shares to Birch as its lead investment in Birch’s current financing round. In consideration, Birch would issue 1.5 million common shares of Birch to BGLC. |
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| · | Strategic Support: BGLC would provide Birch with market intelligence, regulatory and clinical-trial strategy guidance, and assistance in securing licensees and commercialization partners for the FS2 topical cream in Malaysia and Singapore. |
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| · | Next Steps: Both parties intend to negotiate a definitive agreement containing customary representations, warranties, and closing conditions. |
The Term Sheet is non-binding, except for its exclusivity and confidentiality provisions, which are binding for 60 days from execution. There can be no assurance that a definitive agreement will be executed or that the proposed transactions will be completed on the terms contemplated or at all.
Sam Tan, Chief Executive Officer of BioNexus Gene Lab Corp, commented:
“This strategic framework with BirchBioMed reflects our commitment to partnering with leading biotech innovators to bring clinically validated therapies to Asia in a capital-efficient manner. We see Birch’s FS2 platform as an exciting addition to our growing portfolio in regenerative medicine and precision therapeutics.”
Mark S. Miller, Chairman and Chief Executive Officer of BirchBioMed Inc., added:
“We are delighted to partner with BioNexus Gene Lab to advance the regional rollout of our FS2 topical platform. BGLC’s established infrastructure and clinical expertise in Southeast Asia provide an ideal foundation to accelerate access to our scar-reduction and skin-regeneration technology. Together we aim to deliver meaningful therapeutic innovation and broaden FS2’s global reach.”
About BioNexus Gene Lab Corp (Nasdaq: BGLC)
BioNexus Gene Lab Corp is a Wyoming-incorporated biotechnology company focused on precision diagnostics, gene-based technologies, and biologics. Through its subsidiaries MRNA Scientific Sdn. Bhd. and Chemrex Corporation Sdn. Bhd., BGLC develops innovative platforms for biotechnology and high-tech manufacturing solutions across Asia. More information is available at www.bionexusgenelab.com.
About BirchBioMed Inc.
BirchBioMed Inc. is a clinical-stage biopharmaceutical company headquartered in Vancouver, Canada, dedicated to developing novel therapeutics for autoimmune diseases, organ fibrosis, and topical scarring. Birch’s lead product, FS2 topical cream, targets dermal fibrosis and scarring through a proprietary formulation of kynurenic acid (KynA). For more information, visit www.birchbiomed.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the potential strategic partnership with BirchBioMed Inc., the negotiation of definitive agreements, future financing plans, and commercialization objectives. Forward-looking statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. Factors that could cause actual results to differ include risks associated with the negotiation of definitive agreements, regulatory approvals, capital-raising, and commercialization of new technologies. BGLC undertakes no obligation to update or revise any forward-looking statement, except as required by law.
Investor & Media Contact
Investor Relations Department
BioNexus Gene Lab Corp
Email: ir@bionexusgenelab.com
Website: www.bionexusgenelab.com
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