BioNexus Gene Lab Corp 10-K/A, filed Apr 29, 2025
BioNexus Gene Lab Corp (BGLC)
About this 10-K/A
BioNexus Gene Lab Corp filed this 10-K/A on April 29, 2025, covering the fiscal year ended December 31, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 1
FORM
(Mark One)
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended:
or
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ________
Commission File Number:
(Exact name of registrant as specified in its charter) |
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(Address of Principal Executive Offices) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| 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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of June 30, 2024, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $
As of December 31, 2024, there were
Explanatory Note
BioNexus Gene Lab Corp. (the "Company," "we," "our," or "us") is filing this Amendment No. 1 ("Amendment No. 1") to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, originally filed with the Securities and Exchange Commission (the "SEC") on April 15, 2025 (the "Original Filing"), to amend Item 15 of Part IV solely to file as an exhibit the Company's Policy on Recovery of Erroneously Awarded Compensation ("Clawback Policy") adopted to comply with Rule 10D-1 under the Securities Exchange Act of 1934 and Nasdaq Listing Rule 5608.
The Clawback Policy is attached hereto as Exhibit 97. No other changes are being made to the Original Filing. This Amendment No. 1 does not reflect events occurring after the filing date of the Original Filing and does not modify or update any disclosures made in the Original Filing except as described above.
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Item 6. Exhibits.
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| Policy Relating to Recovery of Erroneously Awarded Compensation* | |
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| Cover Page Interactive Data File (embedded within the Inline XBRL Document)* |
* Filed Herewith
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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 thereunto duly authorized.
BIONEXUS GENE LAB CORPORATION |
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/s/ Su-Leng Tan Lee |
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Su-Leng Tan Lee |
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Chief Executive Officer (Principal Executive Officer) |
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/s/ Su-Leng Tan Lee |
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Su-Leng Tan Lee |
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Acting Chief Financial Officer (Acting Principal Financial and Accounting Officer) | |
April 29, 2025
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EXHIBIT 31.1
CERTIFICATION
I, Su-Leng Tan Lee, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K/A of Bionexus Gene Lab Corporation (the “Registrant”), for the fiscal year ended December 31, 2024; |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, considering the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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| 3. | [Paragraph intentionally omitted]; |
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| 4. | I am the Registrant’s sole certifying officer and am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
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| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| (c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| 5. | I am the Registrant’s sole certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
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| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
| Dated: April 29, 2025 | By: | /s/ Su-Leng Tan Lee |
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| Su-Leng Tan Lee |
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| Chief Executive Officer |
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| (Principal Executive Officer) and Acting Chief Financial Officer (Principal Financial and Accounting Officer) |
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EXHIBIT 97
BIONEXUS GENE LAB CORP. (the “Company”)
Policy on Recovery of Erroneously Awarded Compensation ("Clawback Policy")
1. Purpose
This Policy is established to comply with Section 10D of the Securities Exchange Act of 1934 and Rule 10D-1 thereunder, as well as Nasdaq Listing Rule 5608. The Policy provides for the recovery of certain incentive-based compensation awarded to current and former executive officers in the event the Company is required to prepare an accounting restatement.
2. Definitions
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| · | Accounting Restatement: A revision of previously issued financial statements due to material noncompliance with financial reporting requirements under federal securities laws. |
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| · | Covered Executive Officers: The Company's current or former "executive officers," as defined in Rule 10D-1 and Item 401(b) of Regulation S-K, including the CEO, CFO, principal accounting officer, and others designated by the Board. |
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| · | Incentive-Based Compensation: Any compensation granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. |
3. Scope of Policy
This Policy applies to:
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| · | All incentive-based compensation awarded, earned, or vested on or after October 2, 2023. |
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| · | Compensation received during the three completed fiscal years immediately preceding the date the Company is required to prepare a restatement. |
4. Mandatory Recovery Requirement
If the Company is required to restate its financial statements due to material noncompliance:
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| · | The Company shall recover, reasonably promptly, from any Covered Executive Officer the amount of incentive-based compensation erroneously awarded. |
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| · | The recoverable amount is the excess of the incentive-based compensation paid over what would have been paid based on the restated results. |
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5. Board Authority and Discretion
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| · | No-Fault Standard: Recovery is required without regard to whether the Covered Executive Officer engaged in misconduct or was at fault. |
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| · | Limited Exceptions: Recovery may be impracticable if: |
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| o | The Company determines, after attempting reasonable efforts, that recovery would impose undue costs or violate home country law (with SEC opinion required). |
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| o | Recovery would harm the Company's ability to operate as a going concern. |
Any such exception must be documented and disclosed pursuant to SEC rules.
6. Recovery Process
The Board of Directors (or a designated committee) shall:
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| · | Determine the amount of excess incentive compensation. |
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| · | Direct appropriate recovery actions, which may include repayment, cancellation, offset, or withholding. |
The Company may pursue recovery through any means deemed appropriate under the circumstances, including legal action.
7. Disclosure Requirements
The Company shall:
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| · | File this Policy as an exhibit to its Annual Report on Form 10-K. |
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| · | Disclose actions taken under this Policy, including: |
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| o | Names of executive officers subject to recovery, |
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| o | Amounts recovered, |
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| o | Any amounts outstanding, |
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| o | If recovery was not pursued and why. |
8. No Indemnification
BGLC shall not indemnify any executive officer against the loss of any incentive-based compensation recovered pursuant to this Policy.
G. Administration
This Policy shall be administered by the Board or its designated committee, which shall have the authority to interpret and enforce the Policy in accordance with applicable law and regulations.
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10. Amendment or Termination
This Policy may be amended or terminated at any time by the Board of Directors, subject to applicable laws, SEC rules, and Nasdaq regulations.
11. Effective Date
This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to all incentive compensation awarded, earned, or vested on or after October 2, 2023, in accordance with SEC Rule 10D-1
12. Acknowledgment
All Covered Executive Officers shall be provided a copy of this Policy and shall execute an acknowledgment agreeing to comply with its terms.
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