BioNexus Gene Lab Corp filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549 

FORM 8-K

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): October 4, 2024

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: 

Securities registered or to be registered pursuant to Section 12(b) of the Act. 

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 5.07. Submission of Matters to a Vote of Security Holders.

The 2024 Annual Meeting of Shareholders of BioNexus Gene Lab Corp. (the “Company”) was held on Friday, October 4, 2024 (“Annual Meeting”). The voting results on the five (5) proposals considered and voted on at the Annual Meeting, all of which were described in the Company's proxy statement filed with the Securities and Exchange Commission on September 16, 2024, were as follows:

Proposal 1. Re-election of Directors

The five (5) director nominees for election to the Company’s Board of Directors were elected to serve until the 2025 annual meeting of shareholders. The voting results were as follows:

Proposal 2. Re-appointment of Auditor

To re-appoint JP Centurion & Partners PLT in Kuala Lumpur, Malaysia, as auditor of the Company to hold office from the conclusion of the Annual Meeting until the conclusion of the annual meeting of the Company to be held in 2025, and to approve the discretion of the Board to determine the remuneration of the same. The proposal was approved. The voting results were as follows:

Proposal 3. Approval of the 2024 Stock Incentive Plan

The proposal was not approved (see Item 8.01 Other Matters below). The voting results were as follows:

Proposal 4. Approval of a Reverse Stock Split Proposal

Approval of an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding shares of common stock, no par value, at a ratio ranging from one-for-two (1:2) to one-for-ten (1:10), with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders. The proposal was not approved (see Item 8.01 Other Matters below). The voting results were as follows:

Proposal 5. Approval of an Adjournment of the Annual Meeting

Approval of an adjournment of the Annual Meeting if necessary to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1 (the "Adjournment Proposal"). The proposal was not approved. The voting results were as follows:

Item 8.01. Other Events.

The Company believes that, in advance of the Annual Meeting and potentially in violation of federal securities laws, a solicitation of dissident proxies, along with the dissemination of false and misleading statements, was made to a number of Company shareholders holding substantial voting power.  No dissident proxy was filed with the Securities and Exchange Commission as required under their rules and regulations.

This belief is premised upon preliminary information received by the Company from certain of these shareholders. Based on this information, the Company believes that a former Officer and Director of the Company, who was previously removed by the Company shareholders, was one of the primary dissident parties directing the unlawful acts (“Dissident Actors”).

The Company believes the dissident solicitation appears to have negatively affected the results of Item 3 Approval of the Stock Option Plan and Item 4 the Reverse Stock Split Proposal (“Compromised Proposals”). The Company believes the Dissident Actors ostensibly urged a number of shareholders holding a substantial number of votes to oppose the Compromised Proposals.

On October 7, 2024, the Company informed its Board of Directors of the dissident solicitation and a meeting of the Board of Directors was called to order.  The Board of Directors authorized a full investigation of the matter, directly and through independent counsel. Once the investigation is concluded, the Company will consider its appropriate actions, especially those relating to maintaining its listing status. However, the Company intends to seek full redress under Wyoming and federal securities laws against all responsible parties, including through litigation if warranted.

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.