bglc_10ka.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Amendment No. 1

FORM 10-K/A

(Mark One)

☒	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2024

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 001-41750

BIONEXUS GENE LAB CORP

(Exact name of registrant as specified in its charter)

Wyoming		35-2604830
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Unit A-28-7, Level 28, Tower A, Menara UOA Bangsar,
No. 5 Jalan Bangsar Utama 1,
Kuala Lumpur, Malaysia		59000
(Address of Principal Executive Offices)		(Zip Code)

+1 307 241 6898

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange where registered
Common Stock, no par value		BGLC		Nasdaq Capital Market

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 ☐ No ☒

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 ☐ No ☒

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		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 ☐ No ☒

As of June 30, 2024, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $8.16 million (this amount represents approximately 17.2 million shares of BioNexus Gene Lab Corp’s common stock based on the last reported sales price of $0.4752 of the common stock on such date).

As of December 31, 2024, there were 17,967,663 shares of common stock, no par value, outstanding.

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.

Item 6. Exhibits.

Exhibit		Description

97		Policy Relating to Recovery of Erroneously Awarded Compensation*

31.1		Certification of the Company’s Principal Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)*

* Filed Herewith

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

/s/ Su-Leng Tan Lee
Su-Leng Tan Lee
Chief Executive Officer (Principal Executive Officer)

/s/ Su-Leng Tan Lee
Su-Leng Tan Lee
Acting Chief Financial Officer (Acting Principal Financial and Accounting Officer)

April 29, 2025

Amendment: SEC Form 10-K/A filed by BioNexus Gene Lab Corp