UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2026
Commission File Number 001-42576
Ruanyun Edai
Technology Inc.
(Translation
of registrant’s name into English)
No.
698 Jing Dong Avenue, ZheJiang University HighTech Campus
Nanchang,
Jiangxi, China 330096
(Address
of principal executive office)
Indicate by check
mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Entry into a Material Definitive Agreement.
On October 5, 2026, Ruanyun Edai Technology Inc. (the
“Company”) entered into a Cogni AI Healthcare Licence and Strategic Collaboration Agreement (the “Agreement”)
with BioNexus Gene Lab Corp. (“BGLC”) (Nasdaq: BGLC), under which the Company will license its Cogni AI document-intelligence
platform to BGLC and its controlled affiliates on an exclusive basis in the healthcare field in Malaysia, including rights to develop,
brand and sublicense applications using it, for an initial ten-year term, with options to renew for up to two further five-year periods
exercisable on at least six months’ notice if BGLC is not then in uncured material breach, subject to the terms therein. Exclusivity
is subject to any separately signed milestones and applicable cure provisions. BGLC may add other industries in Malaysia to the licensed
field by notice, with exclusivity in each added industry continuing only if a qualifying customer contract is signed within 12 months
after such notice. Additional work by the Company would require a separate project agreement.
At closing, BGLC will issue 410,000 shares of its
common stock to the Company for the license, representing full payment of the agreed license consideration of $3,500,000, which contractual
amount is not a statement of revenue or the market value of the shares. The share numbers are fixed, subject to specified capital adjustments,
with no cash top-up or market-value guarantee. In addition, BGLC will pay the Company a royalty of 10% of qualifying technology receipts
actually collected, subject to specified deductions and exclusions, with no minimum royalty or annual platform fee. The parties will also
make a reciprocal investment under which BGLC will issue a further 150,000 shares of common stock to the Company and the Company will
issue 500,000 of its ordinary shares to BGLC at closing.
Closing of the transactions contemplated by the Agreement,
including the contemplated share issuances, has not yet occurred and remains subject to the satisfaction, or waiver where applicable,
of specified closing conditions and recording of the contemplated share issuances. These conditions include, among others, BGLC’s
written acceptance of the technology after testing, each party’s due diligence, required corporate and regulatory approvals, and
any PRC approval, registration or license the Company needs to license and deliver the technology, which the Company has not yet obtained.
The Company is required to deliver the technology
within 60 days after signing of the Agreement, unless the parties agree on another date. Either party, if not in default, may terminate
the Agreement if closing has not occurred by March 31, 2027, unless extended by the parties. The Agreement also contains support, intellectual-property,
data-protection and termination provisions, and a $1 million aggregate liability cap per party, subject to specified exceptions. There
can be no assurance that closing will occur on the terms described in the Agreement, or at all.
FSR Capital (“FSR”), which provides investor
relations services to the Company, is part of FSR Group, which is owned by Sam Tan (Su-Leng Tan Lee), the chief executive officer, president,
a director and a shareholder of BGLC. FSR provides only investor relations services to the Company under an ongoing engagement and receives
no fee or other compensation in connection with the transaction. Neither Mr. Tan nor FSR holds shares of the Company.
The foregoing description of the Agreement is qualified
in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1, and which is incorporated herein
in its entirety by reference.
Press Release.
On September 23, 2026 and October 5, 2026, the Company
issued press releases, copies of which are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein
by reference.
Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Cogni AI Healthcare Licence and Strategic Collaboration Agreement, dated October 5, 2026, by and between the Company and BioNexus Gene Lab Corp. |
| 99.1 |
|
Press Release, dated September 23, 2026 |
| 99.2 |
|
Press Release, dated October 5, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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, thereunto duly authorized.
| Date: October 30, 2026 |
Ruanyun Edai Technology Inc. |
| |
|
|
| |
By: |
/s/ Yan Fu |
| |
Name: |
Yan Fu |
| |
Title: |
Director and Chief Executive Officer |
EXHIBIT
99.1
Ruanyun Deploys Cogni AI for Highway Infrastructure Records
Engineers working closely with the customer support the Ningxia implementation
as Ruanyun develops transport-specific AI capabilities for potential international distribution through Formind
KUALA LUMPUR, Malaysia, Sept. 23, 2026 (GLOBE NEWSWIRE)
-- Ruanyun Edai Technology Inc. (NASDAQ: RYET) (“Ruanyun” or the “Company”), an AI-driven education technology
company, today announced that Cogni AI has been deployed for use in a highway engineering archive digitization project for Ningxia Communications
Investment Engineering Construction Management Co., Ltd. (“Ningxia Engineering”). The implementation involves forward-deployed
engineers (FDEs)—engineers who work closely with customers to adapt AI technology to their operating requirements.
Ruanyun intends to use experience from the Ningxia project
to develop reusable transport-specific capabilities and implementation methods, supporting Cogni AI’s broader commercialization
through Formind.
Highway engineering archives require complete documents,
consistent indexing and traceability to source records. The Ningxia implementation applies Cogni AI to these practical requirements,
giving Ruanyun an opportunity to develop its technology around the preparation, checking and subsequent use of transport records.
Applying AI to Engineering Archive Delivery
Cogni AI currently supports three activities in the
Ningxia project: extracting and structuring information for archive and file-level catalogues; comparing existing catalogue data with
source documents to identify discrepancies; and checking scanned page numbers for missing, duplicated or incorrectly sequenced pages.
These functions can support digital archive preparation and create structured information that could support later search and analysis.
The platform combines optical character recognition,
document-layout analysis and information validation. Its architecture supports confidence assessment and review of extracted fields alongside
source images, allowing uncertain results and quality exceptions to be checked by personnel.
Building Cogni AI Around Transport Operations
The engineering team connects the Ningxia implementation
with the customer’s operating requirements. Ruanyun intends to use feedback from this work—including differences in document
formats, processing exceptions and review needs—to inform future product development and the configuration of Cogni AI for transport
customers.
The Company aims to identify which capabilities can
be reused across customers and which need adaptation to particular records or systems. Potential reusable elements include document classification
and extraction configurations, quality-checking workflows and implementation methods. As development progresses, the Company also intends
to explore AI assistants that help users retrieve and interpret transport records within defined workflows.
“Our engineers need to understand how transport
customers work and what makes their records useful. We want the experience from each implementation to inform future product development
and help us identify capabilities that may be applicable across the industry. Through Formind, our ambition is to bring those capabilities
to further markets with partners that can adapt, deliver and support them locally.”
Maggie Fu, Chief Executive Officer, Ruanyun Edai Technology Inc.
Extending Archive Search and Knowledge Services
The proposed next phase of cooperation would focus on
a customized archive-search system using natural-language queries, together with analysis of the customer’s transportation-industry
records. The aim is to help users find, interpret and use archived information, with potential further development into industry-specific
knowledge services and AI assistants, subject to product development and customer requirements.
Any additional deployment would depend on the parties
agreeing to the relevant scope and implementation arrangements. Ruanyun’s objective is to build on the existing document workflows
as customer needs and product capabilities develop.
Developing International Distribution Through Formind
Ruanyun intends to pursue Cogni AI’s international
commercialization through Formind Global Holdings Sdn. Bhd., its Malaysian operating company. As outlined in the Company’s June
2026 announcement, the strategy is to develop relationships with distributors and implementation partners that can bring the platform
to institutional and enterprise customers in their local markets.
Experience from customer implementations could help
Ruanyun develop transport- specific configurations, deployment guidance and support methods for prospective partners. The intended model
combines reusable technology with engineering support where customers need adaptation to their documents, systems and operating requirements.
Through Formind, Ruanyun plans to pursue archive digitization
providers, systems integrators and regional technology partners with local customer access and delivery capabilities. These partners
could contribute language, procurement, integration and customer-support expertise. The Company believes its private-deployment approach
could be relevant to institutions that need to process sensitive records within customer- controlled environments.
The opportunity is to apply implementation experience
and reusable product capabilities across further markets. Reuse of customer records, proprietary information or customer-specific materials
would require appropriate rights and permissions.
International deployments would also depend on suitable
partners, localization, customer validation and separate commercial agreements.
About Ruanyun Edai Technology Inc.
Ruanyun Edai Technology Inc. is an AI-driven education
technology company focused on intelligent content recognition, automated assessment and next-generation learning systems. The Company
has historically developed and provided AI-enabled teaching, learning and assessment solutions, including smart homework, smart examination
and digital education services. Subject to shareholder approval and applicable corporate and regulatory processes, the Company plans
to transition toward the Formind Group identity as part of its broader strategy to expand its AI education, language learning, institutional
education support and global technology initiatives.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and applicable securities
laws. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements may be identified
by words such as “may,” “might,” “will,” “could,” “would,” “should,”
“expect,” “intend,” “plan,” “goal,” “objective,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” “continue” and similar expressions.
These statements include, among others, statements regarding
the significance and anticipated benefits of the Ningxia application; proposed archive-search and knowledge-service cooperation; product
development and performance; the anticipated benefits of forward-deployed engineering; development of reusable transport capabilities,
industry-specific AI assistants and implementation methods; the potential expansion of customer relationships and commercial opportunities;
entry into additional industries; Cogni AI’s broader commercialization; Formind’s intended role in international distribution;
partner development, localization and the repeatability of delivery across markets; private-deployment suitability; and the planned Formind
Group transition.
Forward-looking statements are based on
current expectations, estimates, assumptions and projections and involve known and unknown risks and uncertainties that could cause
actual results to differ materially. These risks and uncertainties include, among others, the Company’s ability to agree and
perform additional work; develop and integrate the proposed capabilities and AI assistants; recruit, retain and deploy engineering
personnel; standardize customer-specific work and manage engineering capacity and delivery costs; meet customer accuracy, security,
implementation and acceptance requirements; secure appropriate data access and usage rights; comply with applicable archive,
cybersecurity, privacy and other requirements; obtain customer adoption; secure and retain capable distributors and implementation
partners; obtain necessary licensing and distribution rights; adapt language, product and support capabilities to local markets;
meet applicable cross- border and local regulatory requirements; manage competition and delivery costs; and convert product use into
sustainable commercial activity. Proposed expansion does not assure a future contract or revenue.
Forward-looking statements speak only as of the date
of this press release. Additional risks are described in the Company’s reports filed with or furnished to the U.S. Securities and
Exchange Commission, including its most recent Annual Report on Form 20-F. Readers should
not place undue reliance on these statements. The Company undertakes no obligation to update any forward-looking statement except as
required by law.
Investor Relations and Corporate Communications
FSR Capital, a FSR Group Company
Email: ir@fsr.group
EXHIBIT 99.2
RYET to Enter Malaysian Healthcare
Through Exclusive Cogni AI License to BioNexus Gene Lab
License of up to 20 years and reciprocal
share exchange would entitle RYET to a 10% royalty on qualifying technology receipts and 560,000 BGLC shares as Malaysia accelerates public
healthcare digitalization
KUALA LUMPUR, Malaysia, Oct. 05, 2026 (GLOBE NEWSWIRE) -- Ruanyun
Edai Technology Inc. (NASDAQ: RYET) (“RYET” or the “Company”) today announced that it has signed a definitive
agreement under which, on closing, RYET would grant BioNexus Gene Lab Corp. (NASDAQ: BGLC) (“BGLC”) an exclusive license of
its Cogni AI document-intelligence platform for healthcare in Malaysia, together with a reciprocal share exchange. The agreement would
take Cogni AI into a new industry and a new market outside China. RYET would be entitled to a 10% royalty on qualifying technology receipts
collected by BGLC and its affiliates and would receive 560,000 BGLC shares at closing, 150,000 of them in exchange for 500,000 new RYET
ordinary shares, giving it a direct stake in the partner that would take its technology to market.
The agreement comes as Malaysia accelerates the digitalization
of its public healthcare system. In his National Day address on August 30, 2026, Prime Minister Anwar Ibrahim announced a RM1 billion
allocation to accelerate healthcare digitalization involving 150 hospitals and 2,000 health clinics, and the Health Minister has said
the additional funding will allow the Ministry of Health to expand and accelerate its electronic medical records system. In July, a deputy
director of the ministry’s Digital Health Division said only about 10% of the public healthcare ecosystem had been brought online
and that the ministry aims for a fully digital, patient-centered healthcare system within five to ten years. Neither RYET nor BGLC is
a party to, or has been awarded any contract under, these government programs, and Cogni AI is not an electronic medical records system.
The license would cover healthcare in Malaysia generally, and any public-sector business would depend on separate procurement.
The agreement would put RYET’s Formind Group strategy
into practice. Formind Group, the identity under which RYET presents its group businesses, is built on taking AI developed in one industry
into new industries and international markets. BGLC would lead local implementation and may build and brand its own applications on Cogni
AI, while RYET would supply and support the platform. Formind Global Holdings Sdn. Bhd. (“Formind Global”), RYET’s wholly
owned Malaysian subsidiary, would take part in the parties’ wider cooperation in Malaysia and Southeast Asia.
“Healthcare runs on records, and reading, checking and
organizing records is what Cogni AI was designed to do,” said Maggie Fu, Chief Executive Officer of RYET. “Malaysia is investing
to bring its health records online, and this agreement would give us a local partner with a shared stake in making Cogni AI work there.
That is the Formind Group idea: take technology we have built and deployed in one industry and put it to work in the next, with partners
who know the local market.”
From Highway Archives to Healthcare Records
In September, RYET announced the deployment of Cogni AI to
digitize highway engineering archives in Ningxia, China, where it extracts catalog data, checks it against source documents and flags
missing or out-of-sequence pages. Healthcare records demand the same accuracy, with stricter rules on data. Under the agreement, patient
data must be hosted in Malaysia, the RYET Group may not access it from outside Malaysia, and clinical decisions remain with healthcare
providers.
“Much of Malaysia’s public healthcare record-keeping
is still paper-based,” said Sam Tan, Chief Executive Officer of BioNexus Gene Lab Corp. “Cogni AI, already deployed in China,
would give us an engine for turning paper records into structured, checkable data, hosted in Malaysia under Malaysian rules. We plan to
start in healthcare, and the agreement would let us take the platform into other industries in Malaysia as opportunities arise.”
Key Terms
| ● | License:
ten years from closing, renewable at BGLC’s option for two further five-year terms
(up to 20 years in total), and exclusive in Malaysian healthcare for the full term, subject
to the agreement’s milestone, cure and termination provisions. No rollout milestones
have been agreed, and no fee is payable on renewal. While the license is exclusive, the RYET
Group, including Formind Global, may pursue Cogni AI opportunities in the licensed fields
in Malaysia only through BGLC or through RYET-led projects that BGLC approves. |
| ● | Other
industries: BGLC may add any other industry in Malaysia, including education, by notice,
with the same 10% royalty applying. Exclusivity in each added industry continues only if
BGLC or an affiliate signs a customer contract in that industry within 12 months. |
| ● | Royalty:
10% of qualifying technology receipts that BGLC and its affiliates collect, net of specified
deductions, with no minimum royalty or guaranteed revenue. Testing, clinical and consultation
fees and separately identifiable services such as implementation and hosting are excluded. |
| ● | Support:
RYET would provide deployment assistance, a 12-month warranty and, throughout the license
term, security patches, fixes and general updates at no additional charge. If RYET stops
supporting the technology for more than 60 days for any reason, including insolvency, it
must deliver to BGLC the source code and related materials needed to maintain and support
BGLC’s deployments, for use only for that purpose for the rest of the term. |
| ● | Shares:
at closing, BGLC would issue 410,000 common shares to RYET for the license and a further
150,000 in exchange for 500,000 RYET ordinary shares, with no cash payment or true-up. The
shares would be subject to transfer restrictions. |
| ● | License
consideration: US$3.5 million, to be satisfied at closing by the 410,000 license shares.
This is the contractual amount, not the shares’ market value or GAAP revenue. Based
on Nasdaq closing prices on October 2, 2026, the last trading day before signing, of US$1.27
for BGLC and US$0.8599 for RYET, the 410,000 license shares had a quoted value of US$520,700;
the 150,000 BGLC exchange shares, US$190,500; and the 500,000 RYET shares, US$429,950. |
| ● | Liability
and governing law: each party’s liability is capped at US$1,000,000, except for
fraud, willful misconduct and obligations to pay money. The cap does not apply to RYET’s
obligation, if the RYET Group breaches the exclusivity or non-solicitation provisions, to
pay BGLC the amounts received from the breaching activity, and BGLC may claim lost profits
for RYET’s breach of the exclusivity, license-activation or Malaysia data-hosting provisions.
From signing until closing, the RYET Group may not negotiate or grant rights to Cogni AI
or a competing product in Malaysian healthcare to anyone else. The agreement is governed
by Malaysian law, with disputes resolved by arbitration in Kuala Lumpur. |
Under the agreement, the share exchange is separate from,
and does not reduce, the license consideration. RYET’s accounting for the license and share issuances remains subject to final assessment,
and any revenue would be recognized as performance obligations are satisfied. The transaction has not yet closed, and closing requires
satisfaction of the applicable closing conditions and recording of the contemplated share issuances. Those conditions include BGLC’s
written acceptance of the technology after testing, each party’s due diligence, required corporate and regulatory approvals, and
any PRC approval, registration or license RYET needs to license and deliver the technology.
RYET is required to deliver the technology within 60 days
after signing unless the parties agree another date in writing. Either party not in default may terminate if closing has not occurred
by March 31, 2027, unless the parties extend that date in writing. Either party may terminate for the other’s uncured material breach
or insolvency. BGLC may also terminate if the technology fails acceptance testing a second time, or within 90 days after learning of a
change of control of RYET or of the Cogni AI business. Where BGLC could terminate for RYET’s breach, insolvency or change of control,
it may instead keep the license, including exclusivity, in force for the rest of the term.
About Ruanyun Edai Technology Inc.
Ruanyun Edai Technology Inc. is an AI-driven education technology
company focused on intelligent content recognition, automated assessment and next-generation learning systems. The Company has historically
developed and provided AI-enabled teaching, learning and assessment solutions, including smart homework, smart examination and digital
education services, and since September 2025 has provided campus operations and student-life services through its Smart Campus Services
business. The Company is presenting its group businesses under the Formind Group identity as part of its broader strategy to expand AI
education, language learning, institutional education support and global technology initiatives. Additional information about Formind
Group is available at www.formind.group. Information on that website is not part of this press release.
About BioNexus Gene Lab Corp.
BioNexus Gene Lab Corp. (NASDAQ: BGLC) is a technology-focused
company advancing innovation across biotechnology, precision diagnostics, and emerging healthcare platforms. Through strategic investments,
partnerships, and licensing arrangements, BGLC supports the development and commercialization of next-generation healthcare technologies.
BGLC is building a platform spanning precision medicine, gene-based technologies, AI-integrated healthcare solutions, and selected biotechnology
infrastructure opportunities in Asia and the United States. Through its subsidiaries and strategic initiatives, BioNexus is focused on
expanding access to advanced molecular diagnostics, supporting regional commercialization of innovative healthcare technologies, and developing
cross-border platforms for biotechnology growth.
The securities to be issued under the agreement have not been
and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration
or an applicable exemption from registration. This press release does not constitute an offer to sell or a solicitation of an offer to
buy any securities.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, including
statements in the quotations from the management of both companies. These include statements about completion of the transaction,
the expected benefits of the license and share exchange, the commercialization of Cogni AI in Malaysia, healthcare digitalization in
Malaysia, the Formind Group strategy, future royalties and accounting treatment. Words such as “would,”
“may,” “expect,” “plan,” “intend,” “aim” and similar expressions
identify forward-looking statements.
These statements are based on current expectations and involve
risks and uncertainties that could cause actual results to differ materially, including: whether the closing conditions are satisfied,
including BGLC’s acceptance testing and each party’s due diligence; whether the licensed technology, which was developed in
China and includes character-recognition functions, requires a PRC export license under China’s Catalogue of Technologies Prohibited
or Restricted from Export, which RYET has not obtained and which could be delayed or refused, and the ownership of the technology within
the RYET Group; the financial condition of each party, each of which has disclosed substantial doubt about its ability to continue as
a going concern; BGLC’s limited current revenue, the volatility of its share price and the potential impairment of RYET’s
investment; dilution from share issuances by either party; customer demand and adoption, including public-sector procurement decisions,
and the performance of Cogni AI on English- and Malay-language records; data-protection, healthcare and cross-border technology regulation;
and accounting judgments and revenue recognition. The agreement does not assure completion, future customer contracts, revenue or profitability.
Forward-looking statements speak only as of the date of this
press release. Additional risks are described in RYET’s reports filed with or furnished to the U.S. Securities and Exchange Commission,
including its most recent Annual Report on Form 20-F, and in BGLC’s reports filed with the SEC. Readers should not place undue reliance
on these statements, and neither RYET nor BGLC undertakes any obligation to update them except as required by law.
Investor Relations and Corporate Communications
FSR Capital, a FSR Group Company
Email: ir@fsr.group
FSR Capital, which provides investor relations services to
RYET, is part of FSR Group, which is owned by Sam Tan (Su-Leng Tan Lee), Chief Executive Officer, President, a director and a shareholder
of BGLC. FSR provides only investor relations services to RYET under an ongoing engagement and receives no fee or other compensation in
connection with the transaction.
Neither Mr. Tan nor FSR holds RYET shares.
