BGLC 8-K
BioNexus Gene Lab Corp (BGLC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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):
(Exact name of registrant as specified in its charter) |
|
| |||
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
59000 |
| |
(Address of Principal Executive Offices) |
| Zip Code |
Registrant’s telephone number, including area code: +1
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) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
|
| The |
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.
Appointment of Chief Financial Officer
On June 17, 2025, the Board of Directors of BioNexus Gene Lab Corp. (the “Company”) appointed Ms. Chong Set Fui (Angeline) as the Company’s Chief Financial Officer and Principal Financial Officer, effective immediately.
Ms. Chong, age 62, has over 25 years of senior financial leadership experience, including serving as the Chief Financial Officer of Avillion Berhad from 2013 until November 2024. She is a member of the Association of Chartered Certified Accountants (ACCA) and the Malaysian Institute of Accountants (MIA), and brings deep expertise in corporate financial reporting, internal controls, and regional operations oversight.
Ms. Chong will concurrently serve as Chief Financial Officer of the Company’s wholly-owned subsidiary, MRNA Scientific Sdn. Bhd., and will perform the responsibilities of the Principal Financial Officer of BioNexus Gene Lab Corp. in accordance with U.S. federal securities laws and Nasdaq rules.
Under the terms of her employment agreement with MRNA Scientific Sdn. Bhd., Ms. Chong will receive a monthly salary of RM15,000 (approximately USD $3,500), plus benefits including medical coverage, fuel allowance, and eligibility for discretionary bonus compensation. Her appointment was reviewed and recommended by the Company’s Nomination and Corporate Governance Committee and Compensation Committee, and approved by the Board of Directors. The Company has also entered into an indemnification agreement with Ms. Chong governed by the laws of the State of Wyoming.
There are no family relationships between Ms. Chong and any director or executive officer of the Company, and she has not been involved in any related party transaction requiring disclosure under Item 404(a) of Regulation S-K.
Concurrent with the new appointment, Mr. Su-Leng Tan Lee ceased his role as acting Chief Financial Officer and Principal Financial Officer of the Company.
A copy of the Service Contract between the Company and Ms. Chong is attached hereto as Exhibit 10.7.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
| Exhibit Description |
| The Service Contract between the Company and Ms. Chong Set Fui (Angeline) | |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
2 |
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: June 23, 2025 | By: | /s/ Su-Leng Tan Lee |
|
| Name: | Su-Leng Tan Lee | |
| Title: | Chief Executive Officer |
|
3 |
EXHIBIT 10.7
|
| MRNA Scientific Sdn Bhd |
| A-28-07 Menara UOA Bangsar | |
| No. 5 Jalan Bangsar Utama 1 | |
| Kuala Lumpur, Malaysia 59000 |
| PRIVATE & CONFIDENTIAL |
| [BY HAND] |
| 17 June 2025 |
|
|
| Chong Set Fui (Angeline) |
|
|
|
|
|
|
| Dear Mrs. Chong, |
|
|
| LETTER OF EMPLOYMENT – CHIEF FINANCIAL OFFICER |
We are pleased to offer you employment in MRNA SCIENTIFIC SDN BHD (the “Company”) according to the following terms and conditions:
| 1. JOB TITLE | : | Chief Financial Officer |
|
|
|
|
| 2. DUTIES AND RESPONSIBILITIES
| : | Your scope of work includes all assignments given by the Board of Directors of MRNA Scientific Sdn. Bhd. and its Holding Company and/or their assigned nominees.
You will perform the majority of your duties for the Holding Company of MRNA Scientific Sdn. Bhd. (BioNexus Gene Lab Corp.) as the Chief Financial Officer (Principal Accounting Officer) of our Holding Company.
The Company reserves the right and discretion to broaden or change your job scope and responsibilities. You shall serve the Company faithfully, diligently and to the best of your ability and shall act in accordance and comply with all lawful instructions and directions of the Company. |
|
|
|
|
| 3. SALARY
| : | Your basic salary shall be Ringgit Malaysia RM 15,000 only per month.
Salary adjustments are at the discretion of the Company and based on your performance, as well as the Company’s overall business performance and profitability.
The Company reserves the right in its absolute discretion to deduct from your salary any sums which you may owe the Company including without limitation, any overpayment or advances given to you or losses suffered by the Company as a result of your negligence or breach of terms hereunder or any of the Company’s policies and rules. |
|
|
|
|
| 4. COMMENCEMENT DATE
| : | This shall be a fixed term employment contract that shall begin on 17 June 2025 and expire on 16 June 2027. You shall report for duty on 17 June 2025. Parties may renew the term of this contract by either side providing the other party a one month notice before the expiry of this contract. |
| 1 | Page |
|
|
|
|
| 5. PLACE OF EMPLOYMENT | : | Your place of work shall be the Company’s office currently located at A-28-07 Menara UOA Bangsar, No. 5 Jalan Bangsar Utama 1, Kuala Lumpur, Malaysia 59000 or other offices or locations as determined by the Company (herein after referred to as “place of employment”). You will have the discretion to determine your own work from home arrangements in consultation with the Group CEO. |
|
|
|
|
| 6. BENEFITS | : | Petrol allowance with a limit up to Ringgit Malaysia Three Hundred Fifty (RM350.00) per month for business travel within Wilayah Persekutuan and Selangor. Outstation travel will be on a claimable basis (with petrol chit). |
|
|
|
|
| 7. HOURS OF WORK | : | Your total hours of work are expected to be cumulatively 100 hours per month on average. The official working hours may differ slightly depending upon the schedule and manner of operations. However, the current official working hours are as follow: |
|
| Monday to Friday | : | 9.00 a.m. – 5.30 p.m. |
|
| Saturday | : | Off Day |
|
| Sunday | : | Rest Day |
| 8. TERMINATION NOTICE
| : | a) By Notice
Without prejudice to clause 4 above, termination shall be effected by either party giving to the other three (3) calendar month’s notice in writing or by making payment (equivalent to three (3) calendar month’s salary) in lieu of notice provided that just cause or excuse is provided.
The following events may lead to instant dismissal without notice:
i. Misdemeanor;
ii. Sexual Harassment;
iii. Gross negligence;
iv. Breach of trust, any expressed or implied terms and conditions of service or other major misconduct;
v. Committing acts that are detrimental to the image of the Company including being convicted for any offence under the Penal Code or being in serious pecuniary embarrassment;
vi. Unsatisfactory performance or did not perform up to/Company’s and job’s expectations.
b) Medical Grounds
If you become ill or unfit to perform or carry out properly your duties under this contract of employment, and the Company is of the opinion that the illness whether recurrent or continuous does or might cause you to become unfit to perform or carry out properly your duties under this contract of employment, and the opinion of the Company is confirmed by a medical examination by the Company doctor or other medical practitioner as approved by the Company, this contract of employment may be terminated immediately by either party, and neither party shall have any claims against the other in respect of such termination.
c) No Claim
Upon termination, you shall have no claim of whatsoever nature against the Company.
d) Absenteeism
Absenteeism from work without prior approval/permission shall be considered an act of misconduct and will be subject to disciplinary action. |
| 2 | Page |
| 9. ANNUAL LEAVE
| : | Your annual leave entitlement shall be eighteen (18) days for every twelve (12) months of continuous service. Computation, however, shall be on a calendar year basis. No payment would be made in lieu of leave unutilized. |
|
|
|
|
| 10. PUBLIC HOLIDAYS | : | The gazetted public holidays shall be notified by the Company from time to time. |
|
|
|
|
| 11. OUTPATIENT MEDICAL TREATMENT BENEFITS
| : | During the period of your employment with the Company, you will be entitled to free outpatient medical treatment in Malaysia of up to a total of Ringgit Malaysia One Thousand Five Hundred (RM1,500.00) per annum (or such other amount as determined by the Company) and subject to limitations as determined by the Company. |
|
|
|
|
| 12. INSURANCE BENEFITS
| : | You are covered under the relevant plan/scheme (as determined by the Company) under the Company’s Group insurance policy and subject to the acceptance of the appointed insurer.
You are required to read and familiarize yourself with the policy which is available at the Company. The Company will not pay for any expenses outside of the insurance coverage. |
|
|
|
|
| 13. STATUTORY CONTRIBUTIONS/ PAYMENTS | : | Statutory contributions/ payments will be in accordance with the rates stipulated in the relevant legislation in force. |
|
|
|
|
| 14. BONUS
| : | Entitlement of bonus is at the discretion of the Company and based on your performance, as well as the Company’s overall business performance and profitability. Payment of bonus is conditional and subject to you being a full-time employee of the Company at the date of payment. |
|
|
|
|
| 15. RETIREMENT
| : | The retirement age shall be sixty (60) years provided that employment in any particular case may be continued thereafter by mutual agreement between the Company and yourself on mutually agreed new terms and conditions.
In the event that the Company continues your employment or decide to re-employ you, it shall be deemed to be on a year-to-year basis. The re-employment is subject to you being medically fit. |
|
|
|
|
| 16. TRANSFER OR SECONDMENT
| : | The Company reserves the right to transfer/second you to any section, department, branch, company or another location in this or any other country where the Company or any other Company within the group of companies (“BioNexus Group”) has or may set up operations during your term of employment. You may request for a transfer to another location but this will be subject to the Company’s approval. Upon such transfer/ secondment, your designation, duties and responsibilities and terms and conditions of employment may be changed at the absolute discretion of the Company. A refusal of transfer/ secondment may be considered as sufficient grounds for termination of employment by the Company. |
| 3 | Page |
| 17. BUSINESS CONDUCT
| : | a) Work for Third Parties
You shall devote yourself exclusively to the affairs and business of the Company and will not directly or indirectly in any manner be interested or engaged personally in an advisory capacity or in any capacity whatsoever in any business, trade or interest of any person or company other than that of the Company, except such interest or engagement which has previously been disclosed to the Company in writing and the Company’s prior consent in writing has been given to you in this respect.
b) Devotion of Time
You shall devote yourself exclusively to the business of the Company and shall personally attend thereto at all times during the usual business hours and if necessary, beyond the usual business hours, except in case of incapacity through illness or accident in which case you shall forthwith notify the Directors of the Company of such evidence thereof as they may require.
c) Conflict of Interest
All conflicts of interest or potential conflicts of interest to be declared to the Company prior to accepting the offer of this employment. If it comes to your knowledge after accepting the offer, the conflict or potential conflict should be communicated in writing to the Company without any delay.
d) Confidentiality
You shall not, at any time during your employment with the Company or afterwards, make public, divulge or disclose to any person or entity any information as to the business dealings or affairs of the Company or any of its clients, which may come to your possession or knowledge in the course of your employment with the Company. Should there be a breach of confidentiality, the Company will not hesitate to institute legal proceedings against you.
e) Gifts or Gratuities
You shall not accept gifts, commissions, gratuities or monies from individuals, firms, organizations or their employee, agents or other individuals who conduct or may conduct any business with the Company or Company’s guests. Receipts of such items as listed above by any member of the employee’s family shall be construed as the employee’s acceptance of such items. Any employee found to have accepted gifts, etc., and found to be dishonest will be liable for immediate dismissal. The Company reserves the right to refer such cases to the police as it deems appropriate.
f) Management Prerogatives and Practices
The Company expects all employees to adhere to and fully participate in management decisions and practices. The Company reserves the right to take any action it deems fit on recalcitrant employees.
g) Company’s Property
You shall not do any act or omission that will result in any damage to the property of the Company. Immediately upon the termination of your employment, you shall deliver up to the Company all correspondence, documents and other property of the Company, without exception, which may be in your possession or control.
h) Conduct
You shall conduct yourself with propriety, sobriety and decorum at all times, and shall not at anytime be guilty of any act, default or conduct that will cause or calculated to cause damage to the Company.
i) Liability of Employee
You may be held liable for any loss incurred by the Company arising out of or connected with unauthorized or negligent act on your part and the Company reserves the right to take the necessary action against you to recover such loss. |
| 4 | Page |
| 18. ELECTRONIC COMMUNICATIONS
| : | a) You shall have access to the Company's email and internet system, portable computer and mobile handset and such other forms of electronic communication or equipment as the Company may provide to you in order for you to carry out your duties, provided that: (i) you shall not send any emails of a defamatory or abusive nature or which may constitute any form of harassment; (ii) you shall not download any offensive material of any nature; and (iii) during and after your employment with the Company, you agree to indemnify, defend and hold the Company harmless from and against any liability arising out of or in relation to your breach of any of the terms of this clause.
b) The Company reserves the right to monitor all electronic communications sent or received by you and to monitor your internet access. In addition, the Company reserves the right to open any file attached to any business or, where appropriate as determined by the Company, other emails sent or received by you and any file or other material downloaded from the internet, whether for Company use or otherwise, by you. |
|
|
|
|
| 19. INTELLECTUAL PROPERTY RIGHTS
| : | a) If during your employment with the Company, whether during the course of your duties (whether or not during working hours) or otherwise and whether alone or in conjunction with another, you shall originate or obtain any rights over any work or subject matter (whether or not registrable) and in which Intellectual Property Rights may subsist you shall forthwith disclose the same to the Company and shall [subject to the effect of sub clause (b) below] regard yourself in relation thereto as a trustee for the Company.
b) To the extent that the same does not vest in the Company by operation of law or under this Letter of Employment, you hereby assign to the Company as beneficial owner by way of assignment all present and future Intellectual Property Rights being all your rights title and interest in and to all material written devised or obtained by you and pertaining to the operation or business for the time being of the Company or resulting from or suggested by any work which you shall carry out during the continuance of your employment hereunder or have already done prior to the date of this Letter of Employment and all rights including so called conversion damages for infringement of such Intellectual Property Rights to hold the same absolutely for the entire period of such Intellectual Property Rights and any renewals and extensions thereof and thereafter in perpetuity and you hereby waive such rights of paternity and integrity as you would otherwise have been able to exercise pursuant to any statutory provision or otherwise.
c) You hereby agree and undertake that you will: -
i. Execute such deeds or documents and do all such acts and things as may be necessary or desirable to substantiate and assure the rights of the Company in respect of the matters referred to in this Clause.
ii. Note and report any observed/suspected security weakness.
d) The assignment contained in sub clause (b) above shall not be affected by reason of the termination of your Employment for whatever reason.
e) For the purpose of this Clause, “Intellectual Property Rights” means:
i. Patents and patent applications;
ii. Trade and service marks whether or not registered;
iii. Copyright or like rights in respect of drawings, designs, software and other work in which copyright subsist;
iv. Designs whether registered or unregistered;
v. Rights under any agreement granted by/to third parties to use any of the above. |
| 5 | Page |
| 20. RULES & REGULATIONS | : | You are required at all times to be aware of and to comply with all applicable laws, rules and regulations, currently in force and implemented from time to time, including those of the Company, (including, but not limited to, any codes of conduct/ ethics, compliance standards). Failure to do so may result in termination of your contract and/ or subject you to disciplinary action as may be deemed fit by the Company in its absolute discretion. |
|
|
|
|
| 21. ACCEPTANCE OF LETTER OF EMPLOYMENT
| : | This Letter of Employment contains terms and conditions applicable to the parties to this contract only and shall not be made available to, referred to or otherwise utilized except for the purpose of consultation with legal or tax professionals. Any use of this letter to solicit better terms from current employers or other potential employers shall be deemed a breach of this agreement and may result in legal action being commenced against you. Failure to commence employment on the agreed date stated herein shall be deemed a breach of this agreement and shall result in legal action being commenced against you to recover the costs and expenses incurred in the engagement and employment process and recruitment of a replacement and loss suffered. |
|
|
|
|
| 22. CORRECTNESS OF INFORMATION SUPPLIED | : | If it is subsequently discovered that any information given by you in the course of your application or interview with us is untrue or incorrect, or if you have willfully concealed or withheld information which if made known may affect your employment, your employment with the Company may be terminated. |
| 6 | Page |
In the event that any of the representations, warranties and declaration expressed by you herein is incorrect, false, fraudulent, negligent, incomplete or misleading or in any manner whatsoever, then this Letter of Employment and your employment may be terminated forthwith by the Company.
Please sign on the attached copy of this letter to signify your understanding and acceptance of the terms and conditions of this employment within three (3) days from the date of this letter, failing which the offer of employment herein shall be deemed no longer available to you.
We look forward to welcoming you as a member of the employees of MRNA Scientific Sdn Bhd.
Yours sincerely,
for and on behalf of
MRNA Scientific Sdn Bhd
Yours faithfully,
| /s/ |
| /s/ |
|
| CHAN CHONG WONG |
| LAI SOO KOW |
|
| DIRECTOR |
| DIRECTOR |
|
|
|
|
|
|
|
| |||
I, the undersigned, have read the foregoing and have understood and accept the terms and conditions as stipulated herein.
/s/
……………………………………………………
Name : Chong Set Fui (Angeline)
Date : 17th June 2025
| 7 | Page |