BioNexus Gene Lab Corp 8-K/A, filed Jul 5, 2024
BioNexus Gene Lab Corp (BGLC)
About this 8-K/A
BioNexus Gene Lab Corp filed this 8-K/A on July 5, 2024, reporting on events of March 26, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 5, 2024 (
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
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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.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2024, BioNexus Gene Lab Corp (the “Company”) amended the Company’s service contract with Su-Leng Tan Lee (the “Amended Contract”) via letter of offer, recognizing appropriate compensation for his roles as Chief Executive Officer (“CEO”) and Acting Chief Financial Officer (“CFO”) and updating his compensation terms, pursuant to review and consent by the Compensation Committee.
Pursuant to the Amended Contract, effective July 1, 2024, Mr. Tan Lee’s base salary will be adjusted to $35,000 per month. Additionally, the Company will recognize back pay in line with this base salary from the time Mr. Tan Lee began serving as CEO and CFO.
The foregoing description of the terms of the Amended Contract is qualified in its entirety by reference to the full text of the letter of offer, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibit Description |
| Amendment to the Service Contract between the Company and Mr. Su-Leng Tan Lee dated June 30, 2024 | |
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| 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BioNexus Gene Lab Corp. |
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Date: July 5, 2024 | By: | /s/ Su-Leng Tan Lee |
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| Name: | Su-Leng Tan Lee | |
| Title: | Chief Executive Officer |
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EXHIBIT 10.1
Date: June 30, 2024
Mr. Su-Leng Tan Lee
C2-2-8 Megan Phoenix
Off Jalan Cheras
Kuala Lumpur, Malaysia
Dear Mr. Tan Lee,
Re: Amendment to Service Contract, recognition as Chief Executive Officer and Acting Chief Financial Officer
We are pleased to extend this letter of offer to you, amending your current service contract dated August 15, 2023. This amendment recognizes your role as Chief Executive Officer (CEO) and Acting Chief Financial Officer (CFO) of BioNexus Gene Lab Corp (the “Company”) and aims to compensate you accordingly.
Amendment to Compensation
Effective July 1, 2024, your base salary will be adjusted to USD 35,000 per month. Additionally, in recognition of your work performed prior to this amendment, the Company will allocate and recognize back pay in line with this base salary from the time you began to act in the role as CEO and CFO.
Indemnity
The Company hereby agrees to fully indemnify you for all actions taken in good faith and within the scope of your duties as CEO, CFO, and any other role you undertake on behalf of the Company. This indemnity covers any claims, liabilities, losses, and expenses, including legal fees, arising from duties performed in your role within the company in good faith.
Inducement Award Entitlement
It is also acknowledged that your Inducement Award Entitlement was not previously formally resolved. The Compensation Committee will finalize this matter in Q3 2024, following further deliberation.
Please sign and return a copy of this letter to signify your acceptance of the amended terms and conditions of your service contract.
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We thank you for your continued dedication and valuable contributions to the Company.
Yours sincerely,
| /s/ Muhammad Azrul bin Abdul Hamid |
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Muhammad Azrul bin Abdul Hamid
Chairman of the Nomination and Compensation Committees
BioNexus Gene Lab Corp
I, Su-Leng Tan Lee, hereby accept the terms and conditions of this amendment to my service contract as outlined above.
| /s/ Su-Leng Tan Lee |
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Date: 30th June 2024
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