BioNexus Gene Lab Corp. Files 8-K on Corporate Matters

TL;DR

BioNexus Gene Lab Corp. filed an 8-K on Oct 4th covering voting and other corporate events.

AI Summary

BioNexus Gene Lab Corp. filed an 8-K on October 10, 2024, reporting on matters submitted to a vote of security holders and other events that occurred on October 4, 2024. The filing details the company's corporate structure and operational information, including its incorporation in Wyoming and its principal business address in Kuala Lumpur.

Why It Matters

This filing provides an update on significant corporate events and voting matters, which can impact investor understanding of the company's governance and operational status.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain any immediate material adverse information.

Key Players & Entities

• BioNexus Gene Lab Corp. (company) — Registrant
• Wyoming (jurisdiction) — State of incorporation
• October 4, 2024 (date) — Date of earliest event reported
• October 10, 2024 (date) — Filing date
• Kuala Lumpur (location) — Business address

FAQ

Filing Documents

• bglc_8k.htm (8-K) — 58KB
• 0001477932-24-006352.txt ( ) — 188KB
• bglc-20241004.xsd (EX-101.SCH) — 6KB
• bglc-20241004_lab.xml (EX-101.LAB) — 15KB
• bglc-20241004_cal.xml (EX-101.CAL) — 1KB
• bglc-20241004_pre.xml (EX-101.PRE) — 10KB
• bglc-20241004_def.xml (EX-101.DEF) — 2KB
• bglc_8k_htm.xml (XML) — 4KB

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The 2024 Annual Meeting of Shareholders of BioNexus Gene Lab Corp. (the "Company") was held on Friday, October 4, 2024 ("Annual Meeting"). The voting results on the five (5) proposals considered and voted on at the Annual Meeting, all of which were described in the Company's proxy statement filed with the Securities and Exchange Commission on September 16, 2024, were as follows: Proposal 1. Re-election of Directors The five (5) director nominees for election to the Company's Board of Directors were elected to serve until the 2025 annual meeting of shareholders. The voting results were as follows: Director Name FOR AGAINST ABSTAIN UNCAST Su-Leng Tan Lee 4,128,618 6,346,661 1,928 7,490,456 Koon Wai Wong 10,458,424 17,107 1,257 7,490,456 Wei Foong Lim 9,649,633 321,295 505,860 7,490,456 Muhammad Azrul bin Abdul Hamid 4,119,842 6,355,920 1,217 7,490,456 Chee Keong Yap 4,124,636 6,350,995 1,157 7,490,456 Proposal 2. Re-appointment of Auditor To re-appoint JP Centurion & Partners PLT in Kuala Lumpur, Malaysia, as auditor of the Company to hold office from the conclusion of the Annual Meeting until the conclusion of the annual meeting of the Company to be held in 2025, and to approve the discretion of the Board to determine the remuneration of the same. The proposal was approved. The voting results were as follows: Voting Results FOR AGAINST ABSTAIN UNCAST Votes Cast 10,720,634 17,334 30 7,229,665 Proposal 3. Approval of the 2024 Stock Incentive Plan The proposal was not approved (see Item 8.01 Other Matters below). The voting results were as follows: Voting Results FOR AGAINST ABSTAIN UNCAST Votes Cast 4,094,117 6,382,176 495 7,490,875 2 Proposal 4. Approval of a Reverse Stock Split Proposal Approval of an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock spli

01. Other Events

Item 8.01. Other Events. The Company believes that, in advance of the Annual Meeting and potentially in violation of federal securities laws, a solicitation of dissident proxies, along with the dissemination of false and misleading statements, was made to a number of Company shareholders holding substantial voting power. No dissident proxy was filed with the Securities and Exchange Commission as required under their rules and regulations. This belief is premised upon preliminary information received by the Company from certain of these shareholders. Based on this information, the Company believes that a former Officer and Director of the Company, who was previously removed by the Company shareholders, was one of the primary dissident parties directing the unlawful acts ("Dissident Actors"). The Company believes the dissident solicitation appears to have negatively affected the results of Item 3 Approval of the Stock Option Plan and Item 4 the Reverse Stock Split Proposal ("Compromised Proposals"). The Company believes the Dissident Actors ostensibly urged a number of shareholders holding a substantial number of votes to oppose the Compromised Proposals. On October 7, 2024, the Company informed its Board of Directors of the dissident solicitation and a meeting of the Board of Directors was called to order. The Board of Directors authorized a full investigation of the matter, directly and through independent counsel. Once the investigation is concluded, the Company will consider its appropriate actions, especially those relating to maintaining its listing status. However, the Company intends to seek full redress under Wyoming and federal securities laws against all responsible parties, including through litigation if warranted. 3

SIGNATURES

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: October 10, 2024 By: /s/ Su-Leng Tan Lee Name: Su-Leng Tan Lee Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR