8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): July 5, 2024 (March 26, 2024)

BioNexus Gene Lab Corp.
(Exact name of registrant as specified in its charter)
Wyoming	001-41750	35-2604830
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(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br>Identification No.)
Unit 2, Level 10, Tower B, Avenue 3<br><br>The Vertical Business Suite II Bangar South<br><br>No. 8 Jalan Kerinchi<br><br>Kuala Lumpur, Malaysia	59200
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(Address of Principal Executive Offices)	Zip Code

Registrant’s telephone number, including area code: +1 307 241 6898

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:

☐	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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange<br><br>on which registered
Common Stock, no par value	BGLC	The Nasdaq Stock Market LLC

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

Exhibit No.	Exhibit Description
10.1	Amendment to the Service Contract between the Company and Mr. Su-Leng Tan Lee dated June 30, 2024
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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BioNexus Gene Lab Corp.
Date: July 5, 2024	By:	/s/ Su-Leng Tan Lee
	Name:	Su-Leng Tan Lee
	Title:	Chief Executive Officer
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bglc_ex101.htm

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

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

Su-Leng Tan Lee Date: 30^th^ June 2024

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