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BioNexus signs CogniAI deal for 560,000 shares

Closing requires technology delivery and BGLC's written acceptance, satisfactory due diligence and required approvals.

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Form Type
8-K

Rhea-AI Filing Summary

BioNexus Gene Lab Corp. (BGLC) signed a definitive agreement with Ruanyun Edai Technology Inc. for an exclusive Malaysian healthcare licence to CogniAI, with a 10-year term from closing and two five-year renewal options for BGLC. Exclusivity is subject to milestone, cure and termination provisions.

At closing, BGLC is to issue 410,000 common shares for the stated US$3.5 million licence consideration, described as a contractual amount and not a statement of fair value. BGLC is also to issue 150,000 common shares in exchange for 500,000 RYET ordinary shares, for 560,000 common shares in total. RYET's royalty is 10% of defined technology receipts actually collected; testing and clinical fees and separately identifiable services are excluded, and there is no minimum royalty or annual platform fee.

Closing and the share issuances remain pending. RYET must deliver the technology by December 4, 2026, after which BGLC plans acceptance testing; closing is subject to BGLC's written acceptance, satisfactory due diligence and required approvals. BGLC is targeting Malaysia's public healthcare digitalization program, which has a RM1 billion allocation covering 150 hospitals and more than 2,000 clinics, but has not been awarded a government contract; public-sector work depends on procurement.

Filing Explained

If completed, the licence would let BGLC own applications it develops and sublicense CogniAI, while keeping personal data hosted in Malaysia.

The 8-K says the still-pending CogniAI agreement would let BGLC add other Malaysian industries by written notice, with exclusivity in each added industry continuing only if it signs a customer contract within 12 months.

If the agreement closes, BGLC could host, adapt, integrate and sublicense CogniAI, build and brand applications, and retain ownership of applications it develops. Personal data must be hosted in Malaysia, and the RYET Group may not access it from outside the country.

Licence term 10 years, with two five-year renewal options Term begins at closing; renewal options are for BGLC.
Licence consideration shares 410,000 common shares To be issued at closing for the stated licence consideration.
Contractual licence consideration US$3.5 million The agreement describes this as a contractual amount, not a statement of fair value.
Share exchange 150,000 BGLC common shares for 500,000 RYET ordinary shares Share exchange contemplated at closing.
Total BGLC shares 560,000 common shares Total shares to be issued under the agreement at closing.
Royalty on defined technology receipts 10% Applies to defined technology receipts actually collected.
Technology delivery deadline December 4, 2026 RYET is required to deliver the technology by this date.
Public healthcare digitalization allocation RM1 billion Malaysian government allocation for public healthcare digitalization.
technology receipts financial
"10% of defined technology receipts actually collected"
acceptance testing technical
"BGLC will then carry out acceptance testing"
Acceptance testing is the final set of checks performed to confirm a product, system, or process meets the agreed requirements and is ready for delivery or regulatory approval. For investors, it matters because passing these tests clears the way for commercial launch or certification—similar to a vehicle inspection before you can legally drive—while failures can delay revenue, increase costs, or signal higher execution risk.
electronic medical records medical
"equipped with electronic medical records by 2029"
Electronic medical records are digital versions of a patient’s health file created and kept by a single healthcare provider, containing diagnoses, medications, lab results, treatment notes and billing codes. They matter to investors because the software and services that create, store and analyze these records can generate steady revenue, lower provider costs, enable faster decision-making and carry regulatory and cybersecurity risks; think of EMRs as the digital filing cabinet that underpins many healthcare operations.
sublicense technical
"sublicense the technology to customers and implementation partners"
A sublicense is permission a licensee gives to a third party to use intellectual property or rights that the licensee itself obtained under an original license. Think of it like a tenant subletting an apartment: the original owner’s rules still apply, so sublicenses matter to investors because they affect how a company can generate revenue, enforce exclusivity, and carry legal or contractual risks tied to the underlying license.
personal data regulatory
"Personal data must be hosted in Malaysia"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What rights does BGLC get under the CogniAI licence?

At closing, BGLC would receive rights to host, adapt and integrate CogniAI, build and brand applications using it, and sublicense the technology to customers and implementation partners during the licence term. BGLC would lead local implementation and customer relationships and retain ownership of applications it develops.

How many shares will BGLC issue under the CogniAI agreement?

At closing, BGLC is to issue 410,000 common shares for the stated US$3.5 million licence consideration and another 150,000 common shares in exchange for 500,000 RYET ordinary shares, for 560,000 common shares in total. The share issuances remain pending.

What royalty will BGLC pay RYET for CogniAI?

RYET's royalty is 10% of defined technology receipts actually collected. Testing and clinical fees and separately identifiable services are excluded, and the agreement has no minimum royalty or annual platform fee.

What conditions apply to closing the BGLC-RYET agreement?

Closing is subject to technology delivery, BGLC's written acceptance, satisfactory due diligence and required approvals. Either non-defaulting party may terminate if closing has not occurred by March 31, 2027, unless the parties extend that date.

Has BGLC been awarded a Malaysian government contract for CogniAI?

BGLC has not been awarded a government contract. Any public-sector work would depend on government procurement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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EXHIBIT 99.1

 

BioNexus to Build AI Applications for Malaysian Healthcare Under Exclusive CogniAI Licence

 

Licence of up to 20 years, payable in shares, as Malaysia commits RM1 billion to digitalizing public healthcare

 

KUALA LUMPUR, Malaysia, October 7, 2026 — BioNexus Gene Lab Corp. (Nasdaq: BGLC) ("Company" or "BGLC") today announced plans to build AI applications for Malaysian healthcare, following the signing of a definitive agreement with Ruanyun Edai Technology Inc. (Nasdaq: RYET) on October 5, 2026 for an exclusive Malaysian healthcare licence to RYET's CogniAI artificial intelligence platform. BGLC's first target is Malaysia's public healthcare digitalization programme, which covers 150 hospitals and more than 2,000 health clinics. Closing and the contemplated share issuances remain pending.

 

"With CogniAI we would not be starting from a blank page," said Sam Tan, Chief Executive Officer of BioNexus Gene Lab Corp. "The platform exists and is in commercial use, and our job is to build the applications around it. Malaysia is putting real money into taking public healthcare records digital, and that is where we intend to go first."

 

The opportunity

 

In August 2026, the Malaysian government raised its allocation for public healthcare digitalization to RM1 billion, covering electronic medical records and connectivity at 150 hospitals and more than 2,000 health clinics. The Ministry of Health has said public hospitals and health facilities nationwide are to be equipped with electronic medical records by 2029. Its facilities recorded 68.2 million patient arrivals in 2023, according to ministry data tabled in Parliament in 2025.

 

BGLC intends to offer CogniAI-based applications that complement those systems by bringing existing paper and scanned records into digital form. BGLC has not been awarded any government contract, and any public-sector work would depend on government procurement.

 

More broadly, a November 2024 report by Grand View Research projects the global intelligent document processing market to reach approximately US$12.35 billion by 2030, growing at about 33.1% a year from 2025. Notably, the agreement also gives BGLC a right to add other Malaysian industries by written notice, which would allow it to pursue digitalization work beyond healthcare.

 

A platform already in commercial use

 

CogniAI is RYET's AI platform for document intelligence. It recognizes, classifies and extracts information from documents and records. In June 2026, RYET reported approximately US$1.73 million of contracted commercial activity for the platform, on an unaudited basis. In September 2026, it announced a deployment to digitize highway engineering archives in Ningxia, China.

 

"BioNexus knows the Malaysian market and its healthcare providers, and that local knowledge is what turns a platform into working applications," said Maggie Fu, Chief Executive Officer of Ruanyun Edai Technology Inc. "We built CogniAI to read and organize records at scale, and we look forward to supporting BioNexus as it takes the platform into healthcare."

 

At closing, BGLC would receive rights to host, adapt and integrate the platform, build and brand applications using it, and sublicense the technology to customers and implementation partners during the prescribed term. BGLC would lead local implementation and customer relationships, and it retains ownership of the applications it develops. Personal data must be hosted in Malaysia, with no RYET Group access from outside the country.

 

The licence adds a third element to the AI and technology strategy BGLC has been building. The first two are its investments, in Ascension Innovation Sdn. Bhd. in August 2024 and in Fidelion Diagnostics Pte. Ltd. in November 2025, when it also obtained exclusive ASEAN rights to the VitaGuard™ minimal residual disease platform, and its own GeneMatrix Systems software development.

 

 

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Key terms of the RYET agreement

 

•         Licence. Exclusive for healthcare in Malaysia for ten years from closing, with two five-year renewal options for BGLC. Exclusivity is subject to the agreement's milestone, cure and termination provisions.

 

•         Other industries. BGLC may add other Malaysian industries by written notice. Exclusivity in an added industry continues only if a customer contract is signed within twelve months. Additional RYET work would require a separate project agreement.

 

•         Consideration. At closing, BGLC will issue 410,000 common shares for the stated US$3.5 million licence consideration, a contractual amount and not a statement of fair value. There is no cash payment or market-value guarantee.

 

•         Share exchange. BGLC will issue another 150,000 common shares in exchange for 500,000 RYET ordinary shares, for 560,000 shares in total.

 

•         Royalty to RYET. 10% of defined technology receipts actually collected, with no minimum royalty or annual platform fee. Testing and clinical fees and separately identifiable services are excluded.

 

•         Closing. Subject to technology delivery and BGLC's written acceptance, satisfactory due diligence, and required approvals. Either non-defaulting party may terminate if closing has not occurred by March 31, 2027, unless extended.

 

Next steps

 

RYET is required to deliver the technology by December 4, 2026, which is 60 days after signing. BGLC will then carry out acceptance testing. In parallel, BGLC plans to begin discussions on offering CogniAI-based applications to government digitalization initiatives.

 

"We structured the agreement to keep cash in the business," Mr. Tan said. "RYET is taking its licence consideration in our shares and a royalty only on what we collect, so it does well only if we do. The next step is practical. We take delivery, test the technology, and take it to the people running Malaysia's healthcare digitalization."

 

About BioNexus Gene Lab Corp.

 

BioNexus Gene Lab Corp. (Nasdaq: BGLC) is a technology-focused company operating across biotechnology, precision diagnostics and specialty materials. Through its subsidiaries, investments and licensing arrangements, the Company is developing new healthcare and life-science businesses alongside its established operations.

 

For more information, visit www.bionexusgenelab.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements about BGLC's AI and healthcare strategy, including anticipated connections with its investments and VitaGuard work; plans to develop and commercialize its own AI applications; the expected contribution of CogniAI; GeneMatrix report-access and companion development; technology delivery, acceptance testing, licence activation and closing; plans to offer applications to government digitalization initiatives and the outcome of any public procurement; market size and growth projections; additional-industry opportunities; customer adoption; future royalties; and the benefits of the reciprocal share investment. Words such as "will," "would," "plan," "intend," "may," "expect" and similar expressions identify forward-looking statements.

 

Actual results may differ materially because of technology delivery and acceptance; ownership and third-party rights; any required PRC technology-export approvals; performance on English- and Malay-language records and integration environments; data protection, cybersecurity and healthcare regulation; development readiness; implementation resources and funding; the parties' financial condition, including going-concern uncertainties disclosed in their filings; customer demand, government budgets, priorities and procurement outcomes, and competition; the accuracy of third-party market estimates, which BGLC has not independently verified; share-price volatility, dilution and investment impairment; and accounting judgments. The agreement does not assure closing, customer contracts, revenue, profitability or clinical outcomes. Additional risks appear in BGLC's latest Form 10-K, subsequent Forms 10-Q and other SEC filings. Forward-looking statements speak only as of the date made. BGLC undertakes no obligation to update them except as required by law.

  

Investor Relations and Corporate Communications

 

BioNexus Gene Lab Corp.

ir@bionexusgenelab.com

 

 

 

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Filing Exhibits & Attachments

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