[8-K] BioNexus Gene Lab Corp Common stock Reports Material Event

Rhea-AI Filing Summary

BioNexus Gene Lab Corp. (Nasdaq: BGLC) filed an 8-K to disclose a Regulation FD communication. On 30 July 2025 the company signed a non-binding term sheet with Singapore-based Fidelion Diagnostics Pte Ltd. The parties are negotiating a cross-equity strategic alliance and have granted BGLC exclusive commercialization rights in Southeast Asia to Fidelion’s VitaGuard™ minimal-residual-disease (MRD) testing platform, a precision-oncology technology aimed at detecting trace cancer cells post-treatment.

The agreement is still preliminary; no financial terms, timelines or definitive contracts were announced. The company framed the deal as a potential “DeepSeek Moment” for oncology diagnostics in the region. No guidance, revenue impact or financing details accompanied the disclosure, and the item is being furnished, not filed, so it carries no immediate accounting effect.

Positive

• Exclusive commercialization rights to a novel MRD platform could open new high-margin revenue streams in Southeast Asia.
• Cross-equity alliance may align incentives while limiting upfront cash outlay.

Negative

• Non-binding term sheet offers no assurance the transaction will close or generate revenue.
• No financial terms or timelines were disclosed, preventing assessment of earnings impact.

Insights

Life-Science Equity Analyst

TL;DR: Exclusive MRD test rights could expand BGLC's market reach, but deal is non-binding and terms are undisclosed.

VitaGuard™ addresses the fast-growing MRD testing segment that commands premium pricing and recurring testing revenues. Exclusive Southeast-Asian rights would diversify BGLC’s largely Malaysian diagnostics portfolio and provide a foothold in high-incidence oncology markets such as Indonesia, Thailand and Vietnam. Cross-equity structure may align incentives and lower upfront cash needs. However, without disclosed milestones, pricing or regulatory timelines, investors cannot yet model revenue contribution or margin impact. Overall, moderately positive but contingent on execution.

Risk & Governance Analyst

TL;DR: Non-binding status and lack of specifics temper the immediate materiality of the announcement.

Because the term sheet is non-binding, either party may walk away without penalty, limiting legal certainty. Absence of financial metrics, capital commitments or exclusivity duration introduces execution risk. The disclosure is furnished under Reg FD, suggesting management views the news as potentially market-moving yet not definitive enough for ‘filed’ status. Investors should monitor subsequent filings for a binding agreement, regulatory approvals and any dilution tied to the cross-equity structure.

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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): July 30, 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))

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. ☐

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		Nasdaq

Item 7.01 Regulation FD Disclosure

On July 30, 2025, BioNexus Gene Lab Corp. (the “Company” or “BGLC”) issued a press release announcing that it has entered into a non-binding term sheet with Fidelion Diagnostics Pte Ltd regarding a contemplated cross-equity strategic alliance and exclusive commercialization rights for Fidelion’s VitaGuard™ minimal-residual-disease platform in Southeast Asia. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 and in Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. 

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated July 30, 2025, titled “BioNexus Gene Lab Corp. and Fidelion Diagnostics Announce Landmark Alliance—Touted as a new ‘DeepSeek Moment’ in Precision Oncology.”
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, as amended, the Company 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:	July 30, 2025

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FAQ

What did BioNexus Gene Lab Corp. announce in the 8-K dated July 30 2025?

BGLC disclosed a non-binding term sheet for a strategic alliance with Fidelion Diagnostics covering exclusive Southeast-Asian rights to the VitaGuard™ MRD platform.

Is the agreement between BGLC and Fidelion Diagnostics definitive?

No. The document describes the term sheet as non-binding, meaning final terms are still under negotiation.

What technology is involved in the BioNexus–Fidelion alliance?

Fidelion’s VitaGuard™ minimal-residual-disease test, which detects trace cancer cells after treatment for precision oncology monitoring.

Does the 8-K include financial terms or projected revenue impacts?

No financial terms, milestones or revenue projections were provided in the filing.

Why was the information furnished rather than filed?

Item 7.01 disclosures are furnished under Regulation FD to share potentially market-moving information without integrating it into SEC reports for liability purposes.