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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): November 7, 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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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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The Nasdaq Stock Market LLC |
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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On November 7, 2025, BioNexus Gene Lab Corp. (the “Company”) entered into an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (the “Agent”), pursuant to which the Company may offer and sell, from time to time, shares of its common stock, no par value (the “Common Stock”), having an aggregate offering price of up to $20,000,000 through the Agent, acting as the Company’s exclusive sales agent (the “ATM Program”).
Sales, if any, will be made in transactions deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, which may be made directly on The Nasdaq Capital Market or otherwise at prevailing market prices, at prices related to prevailing market prices, or at negotiated prices, as permitted by the Agreement. The Company is not obligated to sell any shares under the Agreement, and the Agent is not required to purchase any shares. No sales will be made pursuant to the Agreement unless and until the Company’s shelf Registration Statement on Form S-3 (File No. 333-291379) is declared effective by the U.S. Securities and Exchange Commission and the Company has filed the applicable prospectus supplement.
The Agreement contains customary representations, warranties, covenants, indemnification and contribution provisions, and customary termination rights. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On November 10, 2025, the Company issued a press release announcing its entry into the Agreement and the establishment of the ATM Program. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained 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, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BioNexus Gene Lab Corp.
By: |
/s/ Su-Leng Tan Lee |
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Su-Leng Tan Lee |
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Chief Executive Officer |
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Date: |
November 13, 2025 |
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
BioNexus Gene Lab Corp. Files $100 Million Shelf Registration and Establishes $20 Million At-the-Market Program to Advance Strategic Growth Opportunities
KUALA LUMPUR, Malaysia – November 10th, 2025 – BioNexus Gene Lab Corp. (Nasdaq: BGLC) (“BioNexus” or the “Company”), a biotechnology company advancing precision diagnostics and gene-based technologies across Asia and the U.S., today announced that it has filed a registration statement on Form S-3 with the U.S. Securities and Exchange Commission (“SEC”) to register up to $100 million of securities that may be offered from time to time.
Under this shelf, the Company has entered into an Equity Distribution Agreement with Maxim Group LLC, pursuant to which it may, subject to the effectiveness of the registration statement, offer and sell up to $20 million of its common stock through an at-the-market (“ATM”) program.
The Company believes that the shelf registration and ATM facility provide BioNexus with financial flexibility and position the Company to continue progressing toward near-term growth initiatives, including those reflected in its recently announced executed term sheets with Fidelion Diagnostics Pte Ltd. (VitaGuard MRD) and BirchBioMed Inc. The Company believes that these initiatives align with BioNexus’ strategy to expand its footprint in precision oncology, regenerative medicine, and contract biologics manufacturing through its subsidiaries MRNA Scientific Sdn. Bhd. and Chemrex Corporation Sdn. Bhd.
“Our recently filed $100 million shelf and $20 million ATM program provide the structural capital readiness to support execution as our growth and operating initiatives progress toward key milestones,” said Sam Tan, Chief Executive Officer of BioNexus Gene Lab Corp. “This combination of strategic partnerships and capital flexibility positions BioNexus to accelerate its transformation into a next-generation biotechnology platform serving both Asian and U.S. markets.”
Zarif Law Group P.C., led by Morris C. Zarif, Esq., Managing Partner, served as legal counsel to the Company and Pryor Cashman LLP served as legal counsel to Maxim Group LLC in connection with the transaction.
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to effectiveness. The proposed offerings will be made only by means of a prospectus when, and if, available. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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About BioNexus Gene Lab Corp.
BioNexus Gene Lab Corp. (Nasdaq: BGLC) is a biotechnology company focused on precision diagnostics and gene-based technologies through its subsidiaries MRNA Scientific Sdn. Bhd. and Chemrex Corporation Sdn. Bhd. The Company is building a platform spanning precision medicine, biologics manufacturing, and AI-integrated healthcare solutions, targeting markets in Asia and the United States.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by terminology such as “may,” “should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “continue,” “potential,” and similar expressions.
Forward-looking statements in this press release include, without limitation, statements regarding: (i) the effectiveness of our shelf registration statement and our ability to utilize the at-the-market (“ATM”) program; (ii) the timing, size, and terms of any future offerings or other strategic financings and the anticipated use of proceeds; and (iii) our expectations regarding liquidity, operating execution, and growth of our core diagnostics and laboratory services.
These forward-looking statements are based on a number of assumptions, including that: (a) the shelf registration statement is declared effective by the U.S. Securities and Exchange Commission and remains available for our use; (b) market, economic, and industry conditions are conducive to raising capital through the ATM or other financings on acceptable terms; (c) market, economic and regulatory conditions remain consistent with management’s current expectations; and (d) our operating performance and capital needs are generally in line with plan.
Actual results could differ materially from those anticipated due to risks and uncertainties, including, among others: our ability to access the capital markets and raise funds under the ATM or otherwise; volatility and trading volume of our common stock; the risk that the shelf registration statement is not declared effective or becomes unavailable; the discretion of our sales agent regarding sales under the ATM; dilution from future issuances; our ability to execute on operational initiatives and integrate new business opportunities; and changes in financial, market, economic, regulatory, or industry conditions; and other risks described under “Risk Factors” in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and subsequent filings, including, but not limited to, the Registration Statement on Form S-3 and the accompanying shelf prospectus and ATM prospectus.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Except as required by law, BioNexus Gene Lab Corp. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Relations
BioNexus Gene Lab Corp.
Email: ir@bionexusgenelab.com
Website: www.bionexusgenelab.com
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