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~~December 2819, 2025

BioNexus Gene Lab Corp.

(Exact name of Company as specified in its charter)

Wyoming	001-41750	35-2604830
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	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:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, no par value

BGLC

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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement.~~Events

OnAs ~~November~~previously 28disclosed, commencing in the third quarter of fiscal year 2025, the Company’s ~~entered~~Board of Directors authorized the evaluation of a potential expansion into ~~two~~Contract Development and Manufacturing (2“CDMO”) ~~material~~activities ~~definitive~~within ~~agreements~~its ~~described~~Chemrex ~~herein~~Corporation ~~below~~Sdn. Bhd. (“Chemrex”) subsidiary. This evaluation formed part of a broader business rationalization initiative in light of challenges identified in Chemrex’s legacy operations, its business outlook, and the Company’s strategic objective of transitioning toward biotechnology-focused development activities.

AThe Company has also previously disclosed that it initiated a governance review of Chemrex, which includes an assessment of historical governance, compliance, and operational matters. ~~ARC~~This ~~Group~~review ~~International~~remains ~~Equity~~ongoing ~~Purchase~~and ~~Agreement~~is being conducted as part of the Company’s efforts to enhance oversight, internal controls, and governance practices within the Chemrex subsidiary.

OnIn ~~November~~connection ~~28,~~with ~~2025,~~this ~~BioNexus~~governance ~~Gene~~review ~~Lab~~and ~~Corp. (~~the ~~“Company”)~~regularisation ~~entered~~of ~~into~~Chemrex’s anboard ~~Equity~~and ~~Purchase~~management ~~Agreement~~structure, (the ~~“Purchase~~Company ~~Agreement”)~~appointed ~~with~~additional ~~ARC~~directors ~~Group~~to ~~International Ltd. (“ARC”),~~ the ~~parent~~board of ~~ARC~~Chemrex ~~Group~~to ~~Securities,~~oversee athese ~~FINRA~~efforts. ~~registered~~The ~~broker/dealer.~~reconstituted ~~Under~~board ~~the~~of ~~terms~~directors of ~~the~~Chemrex ~~Purchase~~appointed ~~Agreement,~~Mr. ~~ARC~~Matthew ~~has~~L. ~~committed~~Barsing to ~~purchase,~~serve ~~from~~as ~~time~~a todirector ~~time~~and atas Chairman of the ~~Company’s~~Board ~~discretion,~~of upChemrex. toMr. ~~$500,000,000~~Barsing ofhas ~~the~~prior ~~Company’s~~experience ~~common~~in ~~stock~~public-sector and private-sector leadership roles, noincluding ~~par~~service ~~value~~with ~~per~~the ~~share~~Malaysian ~~(“Common~~Digital ~~Stock”),~~Economy ~~over~~Corporation aand ~~36-month~~executive ~~period~~leadership ~~(the~~roles ~~“Facility”)~~within technology-focused enterprises.

~~Under~~On ~~the~~December ~~Facility~~19, ~~the Company~~2025, ~~in its sole discretion and subject to~~ the ~~terms~~Company ~~and~~received ~~conditions~~notices of ~~the~~resignation ~~Purchase~~from ~~Agreement, may direct ARC to purchase registered shares of Common Stock at a purchase price equal to a specified discount to~~ the ~~prevailing~~following ~~volume-weighted~~officers ~~average price during an agreed pricing period, the discount being between 3.0%~~ and ~~3.5%.~~directors ~~ARC may not purchase shares under the Facility that would result in its beneficial ownership exceeding 9.99%~~ of ~~the Company’s then-outstanding Common Stock and is prohibited from short selling or hedging transactions involving the Company’s securities.~~Chemrex:

~~As consideration for ARC’s commitment under the Facility, the Company issued to ARC 175,000 shares of Common Stock (the “Commitment Shares”) at a deemed price of $4~~Mr.32 ~~per~~Too ~~share,~~Kam the closing price of the Common Stock on November 26, 2025. The Company is required to file one or more registration statements with the Securities and Exchange Commission (the “SEC”) registering the resale of shares issuable under the Facility, and no sales of such shares to ARC may occur unless and until the applicable registration statement is declared effective by the SEC. The Company is not obligated to make any sales under the Facility. As a result of the issuance of the Commitment Shares, ARC now owns 7.4% of the issued and outstanding shares of common stock of the Company.Tham

The foregoing description of the Purchase Agreement is a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10Mr.1 toLiong ~~this~~Tai ~~Current Report on Form 8-K and incorporated herein by reference.~~Tan

BMr. ~~Exclusive~~Wei ~~Southeast~~Foong ~~Asia License Agreement with Fidelion Diagnostics Pte. Ltd.~~Lim

~~On November 12, 2025, the Company announced that it had entered into a Share Subscription and Shareholders’ Agreement (the “SSSA”) with Fidelion Diagnostics Pte~~Mr. ~~Ltd.~~Kuan ~~(“Fidelion”),~~Yew ~~and~~Tan ~~Tongshu~~@ ~~Biotechnology~~Hing ~~(Hong~~Kuan Kong) Co., Limited (“Tongshu”) among other parties. The closing of the SSSA was subject to a number of conditions including entering into a Licensing Agreement with Fidelion along with the issuance of equity shares of the Company and Fidelion to the respective counterparties.Yew

2These individuals did not serve as executive officers of the Company.

InAt this ~~regard~~time, ~~on November 28, 2025,~~ the Company ~~entered~~continues ~~into~~to anevaluate ~~Exclusive Intellectual Property License Agreement (~~the ~~“License~~impact ~~Agreement”)~~of ~~with~~these ~~Fidelion~~resignations ~~Diagnostics~~in ~~Pte.~~the ~~Ltd.~~context ~~(“Fidelion”),~~of ~~pursuant to which~~ the ~~Company~~ongoing ~~received~~governance anreview ~~exclusive~~and, ~~irrevocable~~where ~~license~~appropriate, to ~~use,~~assess ~~develop,~~any ~~manufacture,~~potential ~~market,~~courses ~~distribute,~~of ~~and~~action ~~sell~~available ~~products~~to ~~utilizing~~ the ~~VitaGuard™~~Company ~~minimal~~or ~~residual~~its ~~disease~~subsidiaries. ~~(“MRD”)~~No ~~liquid~~conclusions ~~biopsy~~have ~~platform~~been inreached, ~~the~~and ~~member~~any ~~states~~such ofassessments ~~the~~remain ~~Association~~subject ofto ~~Southeast~~further ~~Asian Nations (“Southeast Asia” or the “Territory”)~~review.

Under the License Agreement, the Company is authorized to hold local regulatory approvals, manufacture or have manufactured licensed products, and grant sublicenses within the Territory. The license is structured to continue in force in the Territory notwithstanding any change in ownership of the underlying intellectual property, and becomes fully paid-up and royalty-free upon full payment of the license fee described below.2

In consideration for the license, the Company agreed to pay Fidelion a total license fee of $2,000,000 in 24 equal monthly instalments and committed to purchase at least $500,000 in value of VitaGuard reagents and system components during the first 24 months following the effective date. The License Agreement also includes obligations relating to commercialization efforts, regulatory submissions, and quality standards, as well as customary termination, confidentiality, and dispute-resolution provisions. SIGNATURES

~~The~~Pursuant ~~foregoing~~to ~~description~~the requirements of the ~~License~~Securities ~~Agreement~~Exchange isAct aof ~~summary~~1934, ~~and~~the ~~does~~registrant ~~not~~has ~~purport~~duly tocaused bethis ~~complete~~report ~~and~~to isbe ~~qualified~~signed inon its ~~entirety~~behalf by ~~reference to~~ the ~~full~~undersigned ~~text~~hereunto ofduly ~~the License Agreement, which is filed as Exhibit 10~~authorized.~~2 to this Current Report on Form 8-K and incorporated herein by reference.~~

OnBioNexus ~~that~~Gene ~~same~~Lab ~~date, as part of the SSSA, the Company issued 392,329 shares of its common stock to Fidelion and received 180 shares of Fidelion’s common stock~~Corp. As a result of the transaction, Fidelion now owns 16.6% of the Company’s issued and outstanding shares of common stock and the Company owns 15% of the issued and outstanding equity of Fidelion. The issuance to Fidelion was made in reliance upon the exemption from registration under Section 4(a)(2) and Rule 506(b) of Regulation D promulgated thereunder.

Item 3.02 Unregistered Sales of Equity Securities.

	/s/ Su-Leng Tan Lee
By:	Su-Leng Tan Lee
	Chief Executive Officer

Date:	December 23, 2025

As described under Item 1.01 of this Current Report on Form 8-K, on November 28, 2025, the Company issued (i) 175,000 shares of common stock to ARC as consideration for ARC’s commitment under the Purchase Agreement and (ii) 392,329 shares of common stock to Fidelion.3

The issuances of the shares were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. The purchasers represented that they were accredited investors as defined in Rule 501 of Regulation D.

Item 7.01. Regulation FD Disclosure.

On December 1, 2025, the Company issued a press release announcing its execution of the Exclusive Intellectual Property License Agreement with Fidelion relating to the VitaGuard™ MRD platform.

On December 2, 2025, the Company intends to issue a press release announcing its entry into the $500,000,000 Equity Purchase Agreement with ARC.

Copies of both press releases are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference. The information contained in this Item 7.01 and Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Equity Purchase Agreement, dated November 28, 2025, by and between BioNexus Gene Lab Corp. and ARC Group International Ltd.
10.2		Exclusive Intellectual Property License Agreement (Southeast Asia), dated November 28, 2025, by and between BioNexus Gene Lab Corp. and Fidelion Diagnostics Pte. Ltd.
99.1		Press Release, dated December 1, 2025.
99.2		Press Release, dated December 2, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	/s/ Su-Leng Tan Lee
By:	Su-Leng Tan Lee
	Chief Executive Officer
Date:	December 2, 2025

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