BioNexus Gene Lab Corp: enters CogniAI licence and collaboration agreement

What happened

• On Oct 5, 2026, BioNexus Gene Lab Corp entered into a CogniAI Healthcare Licence and Strategic Collaboration Agreement (the "Agreement") with Ruanyun Edai Technology Inc., a Cayman Islands company (Nasdaq: RYET). Subject to closing, RYET will grant the Company and its controlled affiliates an exclusive Malaysian healthcare licence to the CogniAI document-intelligence platform.
• On Oct 7, 2026, the Company issued a press release announcing its entry into the Agreement; the press release is furnished as Exhibit 99.1 to the Form 8-K.

Key details

• At closing the Company will issue 410,000 common shares to satisfy the stated US$3,500,000 licence consideration and 150,000 common shares in exchange for 500,000 RYET ordinary shares; the share numbers are fixed, subject to specified capital adjustments, with no cash top-up or market-value guarantee, and the contractual licence amount is not a statement of fair value.
• Initial licence term is ten years from closing, with two five-year renewal options exercisable on at least six months' notice if the Company is not then in uncured material breach.
• RYET will receive a 10% royalty on defined technology receipts actually collected, subject to specified deductions and exclusions; there is no minimum royalty or annual platform fee.
• Closing is pending and conditioned on written technology acceptance, satisfactory due diligence, required corporate and regulatory approvals, and securities and exchange compliance; a non-defaulting party may terminate if closing has not occurred by Mar 31, 2027, unless extended by the parties. The Agreement includes a US$1,000,000 aggregate liability cap per party, subject to specified exceptions.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement covering a licence and strategic collaboration) and Item 7.01 (Regulation FD disclosure via press release).
• This filing does not state why the insider traded or why the company acted.