BGLC

#4965
BioNexus Gene Lab Corp - Common stock
1.5 5 USD
-0.03%
Market Price
Sector: Basic Materials
Base: USD
Profit Currency: USD
Daily Range
1.55
1.55
Year Range
1.07
2.73
Daily Change
-2.52%
Monthly Change
+5.44%
6 month change
-38.00%
Year Change
-30.96%
Previous Close
1.5 9
Open
1.5 5
Low
1.5 5
High
1.5 5
Volume
1
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Financials

Overview Statement Statistics Documents

2026

Current report, Q3 FY2026
Bionexus Gene Lab Corp current report, Q3 FY2026
8-K
Quarterly report, Q2 FY2026
Bionexus Gene Lab Corp quarterly report, Q2 FY2026
10-Q
Current report, Q2 FY2026
Bionexus Gene Lab Corp current report, Q2 FY2026
8-K
Quarterly report, Q1 FY2026
Bionexus Gene Lab Corp quarterly report, Q1 FY2026
10-Q
Current report, Q1 FY2026
Bionexus Gene Lab Corp current report, Q1 FY2026
8-K
Current report, Q1 FY2026
Bionexus Gene Lab Corp current report, Q1 FY2026
8-K
Current report, Q1 FY2026
Bionexus Gene Lab Corp current report, Q1 FY2026
8-K

2025

Annual report, FY2025
Bionexus Gene Lab Corp annual report, FY2025
10-K
Current report, Q4 FY2025
Bionexus Gene Lab Corp current report, Q4 FY2025
8-K
Current report, Q4 FY2025
Bionexus Gene Lab Corp current report, Q4 FY2025
8-K

Bionexus Gene Lab Corp current report, Q4 FY2025

Full document

Business Context and Reporting Period

Company: BioNexus Gene Lab Corp. (BGLC)
Filing Type: Form 8-K (Current Report)
Date of Report: November 12, 2025
Reporting Period: Event-based report regarding a material definitive agreement executed on November 12, 2025.

The Company, an emerging growth company incorporated in Wyoming, entered into a definitive Share Subscription and Shareholders' Agreement (SSSA) with Fidelion Diagnostics Pte. Ltd. ("Fidelion") and other parties. This agreement formalizes a strategic alliance previously announced via a non-binding term sheet on July 30, 2025, focusing on the exclusive commercialization of Fidelion's VitaGuard™ minimal-residual-disease (MRD) platform in Southeast Asia.

Key Financial Metrics

Note: This Form 8-K reports on a specific corporate event and does not contain audited financial statements, revenue, profit, cash flow, or liquidity metrics for the reporting period.

  • Equity Issuance: The Company agreed to issue restricted shares representing 19.9% of its outstanding common stock (pre-issuance) to Fidelion.
  • Investment Stake: In exchange, the Company will subscribe for newly issued ordinary shares of Fidelion, holding at least 15.0% of Fidelion's enlarged share capital upon completion.
  • Capitalization Target: The agreement acknowledges a targeted post-closing fully diluted capitalization where Tongshu Biotechnology would hold approximately 30% and the Company approximately 15%.
  • Debt and Liquidity: The filing text does not provide specific values for debt, cash flow, or liquidity positions.

Material Changes and Transaction Structure

The primary material change is the execution of the SSSA, which establishes the framework for the cross-equity strategic alliance. Key structural elements include:

  • Board Composition: The Company may appoint two directors to Fidelion's board (at least one must be a Singapore resident). Tongshu may appoint one director, and other shareholders collectively may appoint one.
  • Executive Leadership: Mr. Su-Leng Tan Lee, current CEO of BGLC, will serve as Fidelion's initial CEO. No additional compensation agreement for this role has been entered into as of the report date.
  • Reserved Matters: Specific actions require enhanced shareholder approval, including material equity/debt issuances, M&A, disposition of core VitaGuard IP, budget variances, and CEO appointment/removal.
  • Shareholder Rights: Includes rights of first refusal, tag-along, drag-along rights, and pre-emptive rights for the Company. Certain restrictions terminate upon a qualified financing or listing event.
  • Related Party Transaction: As of November 11, 2025, Mr. Tan Lee beneficially owns approximately 4.1% of Fidelion. He abstained from the Board vote approving the transaction.

Guidance, Risks, and Contingencies

Conditions Precedent: Completion of the SSSA is subject to several conditions, including:

  • Execution of an exclusive intellectual property license for Southeast Asia between the Company and Fidelion.
  • Execution of companion agreements between Fidelion and Wuxi Tongshu Biotechnology Co., Limited regarding IP ownership and patent services.
  • Customary corporate and third-party consents.

Risks and Uncertainties:

  • Execution Risk: As of the report date, the definitive IP license and companion agreements have not been executed. There is no assurance these will be entered into on favorable terms or at all.
  • Closing Risk: There is no assurance that conditions precedent will be satisfied.
  • Regulatory Status: The issuance of shares to Fidelion is an unregistered offshore transaction relying on Regulation S. These securities may not be offered or sold in the United States absent registration or an applicable exemption.

Investor Verification Checklist

  • Verify the execution status of the exclusive Southeast Asia IP license and the companion agreements with Wuxi Tongshu, which are conditions precedent to closing.
  • Confirm the final post-closing capitalization structure, specifically the 15% stake for BGLC and 30% for Tongshu, once the transaction closes.
  • Review the full text of the Share Subscription and Shareholders' Agreement (Exhibit 10.1) for detailed terms on reserved matters and transfer restrictions.
  • Monitor for any future filings regarding compensation arrangements for Mr. Su-Leng Tan Lee in his dual role as CEO of both entities.
  • Assess the impact of the 19.9% equity issuance on existing BGLC shareholders' dilution upon closing.

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