8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 18, 2024

BioNexus Gene Lab Corp.

(Exact name of registrant as specified in its charter)

Wyoming	333-229399	35-2604830
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Unit 2, Level 10, Tower B, Avenue 3 The Vertical Business Suite II Bangar South No. 8 Jalan Kerinchi Kuala Lumpur, Malaysia	59200
(Address of Principal Executive Offices	Zip Code

Registrant’s telephone number, including area code: +1 307 241 6898

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant 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 or to be 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 7.01. Regulation FD Disclosure

On April 18, 2024, the Company issued the press release attached hereto as Exhibit 99.1.

The  information in this Item 7.01 of this Current Report shall not be deemed “filed” for any purpose,  including for the purposes  of  Section  18 of the  Exchange  Act,  or  otherwise  subject  to the liabilities of that Section.  The information in this Current Report on Form 8-K shall  not be deemed  incorporated  by  reference  into any  filing  under  the Securities  Act or the  Exchange  Act  regardless  of any general  incorporation language in such filing. The filing of this report and the furnishing of this information pursuant to Item 7.01 do not mean that such information is material or that disclosure of such information is required.

Item 8.01. Other Events.

As stated in the attached Press Release, the Company made a strategic investment through  its wholly owned subsidiary, MRNA Scientific Sdn Bhd, in Ascension Innovation Sdn Bhd, a Malaysian company.

Item 9.01. Financial Statements and Exhibits.

99.1	Press Release of the Company dated April 18, 2024.
104	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.
Date: April 18, 2024	By:	/s/ Su-Leng Tan Lee
		Name: Su-Leng Tan Lee Title: Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

BioNexus Gene Lab Corp. Agrees to Invest RM 1.2 million in Ascension Innovation (AISB) to Advance Digital Health Innovation through AI adoption in Healthcare

FOR IMMEDIATE RELEASE

Kuala Lumpur, Malaysia - April 18, 2024 — BioNexus Gene Lab Corporation (NASDAQ: BGLC), a global leader in genomic diagnostics and healthcare technology, announces a strategic investment by its wholly owned subsidiary, MRNA Scientific Sdn Bhd, in Ascension Innovation Sdn Bhd (AISB), a privately held Malaysian company. This investment underscores BGLC’s commitment to advancing healthcare solutions through cutting-edge AI and predictive analytics.

Background:

● MRNA Scientific Sdn Bhd:

○  A wholly-owned subsidiary of BGLC, MRNA Scientific specializes in blood-based genomic screening and dynamic genome profiling. MRNA’s innovative techniques enable early disease detection, personalized health management, and AI-driven insights.

●  Ascension Innovation Sdn Bhd (AISB):

○	AISB is a trailblazer in healthcare technology, committed to enhancing patient experiences and outcomes.
○	Their flagship platform, aiCMS, empowers clinics, physicians, and patients to have better control over healthcare delivery through personalized patient health management.

Strategic Investment and Handover Ceremony:

· MRNA Scientific’s investment of RM 1.2 million (approx. USD $250k) will occur in two tranches. The Company has made an initial payment of approx. RM 100k, to be followed by a final payment of RM 1.1million, subject to a formal agreement. Our investment in AISB signifies a strategic move to accelerate healthcare innovation. The investment, funded internally, is expected to constitute an indicative equity of approximately 10% of the ordinary shares in AISB upon completion.

· The infusion of capital will further AISB’s development and accelerate its AI rollout, including:

o AI Assistance in the Clinic and on-App: The AI features include the integration of predictive and generative AI note taking/analysis and diagnosis aids via Large Language Model (LLM), voice transcription, and natural language assistance for service selection and bookings.

o Predictive Analytics and Personalized Solutions: aiCMS will enhance early disease detection and personalized health recommendations in clinic and on-app, with the integration of in-app predictive health and wellness recommendations, medical translation services, and AI medical image analysis.

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Ceremony Participants:

· MRNA Scientific Directors:

o Mr. Kenny Lai

o Mr. CC Wong

· AISB Directors:

o Mr. Andrew Teng (Chief Executive Officer, CEO)

o Mrs. Penny Attenbrough (Chief Strategy Officer, CSO)

Expanding Market Reach:

· MRNA Scientific and BGLC believe that this strategic investment will allow BGLC’s Blood-based Genomic Screening (BGS) liquid biopsies and other diagnostic services to be better marketed and accessible to a wider range of customers and healthcare providers, through integration into AISB’s aiCMS and the aiCARE app, enabling direct booking via healthcare providers and patients.

· By combining MRNA’s expertise in genomics and AISB’s innovative platform, patients and healthcare professionals will benefit from advanced diagnostics and personalized care.

Digital Health & AI Market:

· The global digital health market size was estimated at USD 240.9 billion in 2023 and is projected to grow at a compound annual growth rate (CAGR) of 21.9% from 2024 to 2030¹.

· The global market size for AI in Healthcare is expected to reach USD 187.7 billion by 2030 with a compound annual growth rate (CAGR) of 38.5% from 2024 to 2030².

· Given the market size and opportunities in Digital Health and AI in Healthcare, MRNA and BGLC will closely consider opportunities to increase our participation in this market, including the potential to increase our investment in AISB and other technology platforms.

AISB’s Projections:

· Projected Revenue in Malaysia:

o As stated in its investment documents, AISB anticipates substantial revenue growth driven by increased adoption of aiCMS, with projections reaching RM 75million collectively for 2024-2028.

o   The platform’s comprehensive suite of services positions it as a game-changer in the Malaysian healthcare landscape.

o These revenue projections were part of the approved prospectus on the Securities Commission of Malaysia approved pitchIN Funding platform.

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· Clinics and Service Providers:

o AISB aims to onboard a significant number of healthcare and wellness providers, and corporations.

o Since its recent launch, aiCMS has already proven market traction with over 30 healthcare providers and corporations in its initial segue into this broad market.

· User Base and Health Records:

o   With 145,000+ registered users and 340,000+ individual health records in its database, the aiCMS platform is already making an impact in the market.

o The platform’s scalability has the potential for exponential growth.

Quotes:

· Mr. Sam Tan, CEO, BioNexus Gene Lab Corporation: “Our investment in AISB reflects our belief in their transformative healthcare solutions. Together, we aim to revolutionize patient care through predictive and generative AI.”

· Mr. Andrew Teng, CEO, Ascension Innovation Sdn Bhd: “We welcome MRNA Scientific’s support and look forward to leveraging their expertise. The future of healthcare lies in predictive analytics and personalized solutions.”

The handover ceremony took place at the Apollo Men’s Wellness Centre in Starhill, Kuala Lumpur on April 18^th, 2024, witnessed by Mr. Sam Tan, Chief Executive Officer of BioNexus Gene Lab Corp (BGLC).

Photo:

Mr. Kenny Lai and Mr. CC Wong handing over the Letter of Offer to Mr. Andrew Teng and Mrs. Penny Attenbrough at Apollo Men’s Wellness Centre, witnessed by the CEO of BioNexus Gene Lab Corp., Mr. Sam Tan (centre)

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About BioNexus Gene Lab Corporation:

BioNexus Gene Lab Corporation (NASDAQ: BGLC) is a global leader in RNA-based genomic diagnostics, committed to advancing personalized medicine and improving global health outcomes.

For more information, visit BioNexus Gene Lab Corp.’s website: www.bionexusgenelab.com

About Ascension Innovation Sdn Bhd:

Ascension Innovation Sdn Bhd (AISB) is at the forefront of healthcare technology, driving innovation through its flagship platform, aiCMS.

For more information, visit Ascension Innovation Sdn Bhd’s website: www.aisb.io

¹ https://www.grandviewresearch.com/industry-analysis/digital-health-market

² https://www.grandviewresearch.com/industry-analysis/artificial-intelligence-ai-healthcare-market

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For media inquiries, please contact:

Investor Relations BioNexus Gene Lab Corporation

Email: ir@bionexusgenelab.com

Disclaimer:

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, forecasts, and assumptions involving risks and uncertainties that could cause actual outcomes and results to differ materially from those anticipated or projected. Forward-looking statements include, but are not limited to, statements regarding:

· Projected revenue growth

· Market trends and adoption rates

· The potential impact of aiCMS on patient care

These forward-looking statements are subject to risks, uncertainties, and other factors that may cause actual results to differ materially from the statements made. Such risks and uncertainties include, but are not limited to:

1. Market and Industry Risks:

- Rapidly evolving healthcare technology landscape

- Regulatory changes and compliance challenges

- Competitive pressures and market dynamics

2. Operational and Financial Risks:

- Execution of strategic initiatives

- Financial performance and liquidity

- Intellectual property protection

3. External Factors:

- Global economic conditions

- Public health crises (e.g., pandemics)

- Political and geopolitical uncertainties

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Investors are cautioned not to place undue reliance on these forward-looking statements. BGLC undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. The safe harbor provisions of the Private Securities Litigation Reform Act of 1995 protect forward-looking statements from litigation risks.

Investors are encouraged to review BGLC's filings with the Securities and Exchange Commission (SEC) for a comprehensive understanding of the company's business, financial performance, and risk factors.

BioNexus Gene Lab Corporation

Tower B, Vertical Business Suite 10-2

No. 8, Jalan Kerinchi, Bangsar South,

59200, Kuala Lumpur

Note to Editors: High-resolution images and additional information are available upon request.

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