Bionexus Gene Lab CORP 8-K Filing

FAQ

Key Financial Figures

• $500,000,000 — time at the Company's discretion, up to $500,000,000 of the Company's common stock, no par v
• $4.32 — ommitment Shares") at a deemed price of $4.32 per share, the closing price of the Com
• $2,000,000 — to pay Fidelion a total license fee of $2,000,000 in 24 equal monthly instalments and com
• $500,000 — ents and committed to purchase at least $500,000 in value of VitaGuard reagents and syst

Filing Documents

• bglc_8k.htm (8-K) — 36KB
• bglc_ex101.htm (EX-10.1) — 214KB
• bglc_ex102.htm (EX-10.2) — 117KB
• bglc_ex991.htm (EX-99.1) — 20KB
• bglc_ex992.htm (EX-99.2) — 13KB
• 0001477932-25-008724.txt ( ) — 594KB
• bglc-20251128.xsd (EX-101.SCH) — 5KB
• bglc-20251128_lab.xml (EX-101.LAB) — 15KB
• bglc-20251128_cal.xml (EX-101.CAL) — 1KB
• bglc-20251128_pre.xml (EX-101.PRE) — 9KB
• bglc-20251128_def.xml (EX-101.DEF) — 2KB
• bglc_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 28, 2025, the Company entered into two (2) material definitive agreements described herein below. A. ARC Group International Equity Purchase Agreement On November 28, 2025, BioNexus Gene Lab Corp. (the "Company") entered into an Equity Purchase Agreement (the "Purchase Agreement") with ARC Group International Ltd. ("ARC"), the parent of ARC Group Securities, a FINRA registered broker/dealer. Under the terms of the Purchase Agreement, ARC has committed to purchase, from time to time at the Company's discretion, up to $500,000,000 of the Company's common stock, no par value per share ("Common Stock"), over a 36-month period (the "Facility"). Under the Facility, the Company, in its sole discretion and subject to the terms and conditions of the Purchase Agreement, may direct ARC to purchase registered shares of Common Stock at a purchase price equal to a specified discount to the prevailing volume-weighted average price during an agreed pricing period, the discount being between 3.0% and 3.5%. 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. 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 $4.32 per share, 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 Commit

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. 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. 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. 3

01. Regulation FD Disclosure

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.

01. Financial Statement and Exhibits

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) 4

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. /s/ Su-Leng Tan Lee By: Su-Leng Tan Lee Chief Executive Officer Date: December 2, 2025 5

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