BioNexus Gene Lab Corp (BGLC) CEO reports 338,709-share award and 11.5% stake

Rhea-AI Filing Summary

BioNexus Gene Lab Corp reported that its Chief Executive Officer, President and director, Su‑Leng Tan Lee, beneficially owns 338,709 shares of Common Stock, representing approximately 11.5% of the outstanding shares as of August 13, 2026. These shares were granted on August 13, 2026 as a fully vested Other Stock-Based Award under the company’s 2025 Equity Incentive Plan as compensation for completed services, with no cash consideration and source-of-funds code “OO”. For plan valuation purposes only, the company used a fair-market value of $1.55 per share, corresponding to a total plan value of $524,998.95. Tan Lee holds sole voting and dispositive power over all 338,709 shares. The award was issued in an offshore transaction relying on Regulation S, includes a six‑month resale compliance period and related transfer restrictions, and does not obligate the company to register the shares for resale.

Filing Explained

An issued 338,709-share award gives an executive 11.5% ownership and dilutes existing holders’ percentage stakes; no present control plan is disclosed.

The already-issued award of 338,709 common shares gives Su-Leng Tan Lee beneficial ownership of 11.5%; adding those shares increases the total share count and reduces existing holders’ percentage ownership absent offsetting changes.

Schedule 13D covers ownership above 5% and can apply when a holder may seek to influence control, but this filing states that Tan Lee has no present plan or proposal for the listed control-related actions beyond ordinary executive and director responsibilities.

Key Figures

Shares beneficially owned: 338,709 shares Ownership percentage: 11.5% Plan fair-market value per share: $1.55 per share +5 more

8 metrics

Shares beneficially owned 338,709 shares Common Stock beneficially owned by Su‑Leng Tan Lee as of August 13, 2026

Ownership percentage 11.5% Percent of outstanding Common Stock represented by 338,709 shares

Plan fair-market value per share $1.55 per share Nasdaq closing price on August 12, 2026 used for plan valuation

Aggregate plan value $524,998.95 Fair-market-value measure for 338,709-share award under 2025 Equity Incentive Plan

Resale compliance period 6 months Rule 903(b)(3) of Regulation S resale compliance period for the awarded shares

Sole voting power 338,709 shares Shares over which Su‑Leng Tan Lee has sole voting power

Sole dispositive power 338,709 shares Shares over which Su‑Leng Tan Lee has sole dispositive power

Grant date August 13, 2026 Effective date of fully vested Other Stock-Based Award

Key Terms

Schedule 13D, Other Stock-Based Award, Regulation S, beneficially owns, +2 more

6 terms

Schedule 13D regulatory

"the subject of this , and is filing this schedule because of"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Other Stock-Based Award financial

"a fully vested Other Stock-Based Award covering 338,709 shares of Common Stock"

Regulation S regulatory

"in an offshore transaction in reliance on Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

beneficially owns financial

"The Reporting Person beneficially owns 338,709 shares of Common Stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

dispositive power financial

"sole dispositive power over 338,70 9 shares. The Reporting Person has shared"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Equity Incentive Plan financial

"under Section 5 of the BioNexus Gene Lab Corp. 2025 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

FAQ

What percentage of BioNexus Gene Lab Corp (BGLC) does Su-Leng Tan Lee own?

Su‑Leng Tan Lee beneficially owns 338,709 shares of BioNexus Gene Lab Corp Common Stock, representing approximately 11.5% of the outstanding Common Stock as of August 13, 2026.

How did the BGLC CEO acquire the 338,709 shares reported on Schedule 13D?

The shares were granted on August 13, 2026 as a fully vested Other Stock-Based Award under the 2025 Equity Incentive Plan for completed services, with no cash consideration paid by Su‑Leng Tan Lee.

What valuation was used for the BioNexus Gene Lab (BGLC) stock award?

The company used $1.55 per share, the Nasdaq closing price on August 12, 2026, solely as the plan’s fair-market-value measure, resulting in an aggregate plan value of $524,998.95 for the 338,709-share award.

Does BioNexus Gene Lab Corp (BGLC) have to register these CEO shares for resale?

The company has no obligation under the Award Agreement to register the 338,709 shares for resale or assure liquidity. The award is subject to Regulation S transfer restrictions and a six‑month resale compliance period.

What voting and dispositive powers does the BGLC CEO have over the reported shares?

Su‑Leng Tan Lee has sole voting power and sole dispositive power over all 338,709 shares of BioNexus Gene Lab Corp Common Stock and has no shared voting or dispositive power.

Were any personal funds used by the BGLC CEO to acquire the reported shares?

No. The filing states that the shares were granted for completed services and for no cash consideration, with source-of-funds code “OO (Other),” so no personal funds were used.

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

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Available on EDGAR 08/14/2026 - 05:29 PM Accepted by SEC EDGAR 08/14/2026 - 05:29 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

BioNexus Gene Lab Corp

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

090628306

(CUSIP Number)

Daniel H. Luciano, Esq
242A West Valley Brook Road,
Califon, NJ, 07683
9083283731

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/13/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 090628306

1

Name of reporting person

Tan Lee Su-Leng

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MALAYSIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 338,709.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 338,709.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

338,709.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, no par value
(b)	Name of Issuer: BioNexus Gene Lab Corp
(c)	Address of Issuer's Principal Executive Offices: UNIT A-28-7, TOWER A, MENARA UOA BANGSAR, NO. 5 JLN BANGSAR UTAMA 1, KUALA LUMPUR, MALAYSIA , 59000.
Item 2.	Identity and Background
(a)	This statement is filed by Su-Leng Tan Lee (the 'Reporting Person').
(b)	The Reporting Person's business address is c/o BioNexus Gene Lab Corp., Unit A-28-7, Level 28, Tower A, Menara UOA Bangsar, No. 5 Jalan Bangsar Utama 1, Kuala Lumpur 59000, Malaysia.
(c)	The Reporting Person is the Chief Executive Officer and President and a director of the Issuer. The Issuer operates in molecular diagnostics and the distribution of industrial chemicals. The Issuer's business address is stated in Item 1 above.
(d)	During the last five years, the Reporting Person has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.
(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in the Reporting Person being subject to a judgment, decree or final order enjoining future violations of, prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of Malaysia.
Item 3.	Source and Amount of Funds or Other Consideration
	On August 13, 2026, the Issuer granted and issued effective as of that date to the Reporting Person a fully vested Other Stock-Based Award covering 338,709 shares of Common Stock under Section 5 of the BioNexus Gene Lab Corp. 2025 Equity Incentive Plan (the 'Plan'). The award was separately approved on a basis for completed services and for no cash consideration. Accordingly, no personal funds were used to acquire the shares. The source-of-funds code reported on the cover page is 'OO' (Other). The Issuer used $1.55 per share, the Nasdaq closing price on August 12, 2026, solely as the Plan fair-market-value measure. This produces an aggregate Plan value of $524,998.95 and is not a cash purchase price. The offer and issuance occurred outside the United States in an offshore transaction in reliance on Regulation S under the Securities Act of 1933, as amended.
Item 4.	Purpose of Transaction
	The Reporting Person acquired the shares as compensation for completed services to the Issuer and in connection with the Reporting Person's service as Chief Executive Officer and President and as a director. The shares were not acquired with borrowed funds or for the purpose of acquiring control of the Issuer. By reason of the Reporting Person's executive and Board positions, the Reporting Person participates in the management, business, policies and strategic direction of the Issuer and may from time to time consider, discuss or support actions concerning the Issuer's business, operations, governance, capital structure, securities, financing, acquisitions or dispositions, Board composition, executive leadership and other matters that may fall within one or more of the categories described in Item 4(a) through (j) of Schedule 13D. Any such action would remain subject to the Reporting Person's fiduciary duties, applicable law, the Issuer's governing documents and required approvals. Except as described in this statement and in the Reporting Person's ordinary exercise of responsibilities as an executive officer and director, the Reporting Person has no present plan or proposal that relates to or would result in any action specified in Item 4(a) through (j) of Schedule 13D. The Reporting Person may review the investment on a continuing basis and may change this intention in light of future developments.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person beneficially owns 338,709 shares of Common Stock, representing approximately 1 1.5% of the outstanding Common Stock as of August 13, 2026.
(b)	The Reporting Person has sole voting power over 338,709 shares and sole dispositive power over 338,70 9 shares. The Reporting Person has shared voting power over no shares and shared dispositive power over no shares.
(c)	On August 13, 2026, the Reporting Person acquired 338,709 shares through the fully vested award described in Item 3 for no cash consideration. Except for that transaction, the Reporting Person did not effect any transaction in the Common Stock during the 60 days preceding this statement.
(d)	No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares reported in this statement.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The award is evidenced by an Other Stock-Based Award Agreement and Regulation S Certification entered into as of August 13, 2026 between the Issuer and the Reporting Person. The Award Agreement memorializes the grant and issuance of 338,709 fully vested shares effective as of August 13, 2026, confirms that the award was granted for completed services and no cash consideration, and confirms that shareholder rights arose on that date. Subsequent book-entry recordation, restrictive legends and stop-transfer instructions document and manage the issuance and do not delay or condition it. The Award Agreement does not impose a future service condition or contractual forfeiture schedule. The Award Agreement subjects the shares to the Plan, applicable compensation-recovery and Issuer policies, and transfer restrictions required for reliance on Regulation S. Among other matters, the Award Agreement provides for a six-month resale compliance period under Rule 903(b)(3) of Regulation S, a restrictive book-entry legend and stop-transfer instructions. The Issuer has no obligation under the Award Agreement to register the shares for resale or assure liquidity. The descriptions of the Award Agreement and the Plan in this statement are qualified in their entirety by reference to those documents, which are filed or incorporated by reference as exhibits to this statement. Except as described in this statement, the Reporting Person has no contract, arrangement, understanding or relationship with any person concerning securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	01 - Other Stock-Based Award Agreement and Regulation S Certification - Su-Leng Tan Lee - 338,709 Shares

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Tan Lee Su-Leng

Signature:	/s/ Su-Leng Tan Lee
Name/Title:	Su-Leng Tan Lee
Date:	08/14/2026