Form 8-K

8-K — BioNexus Gene Lab Corp

Accession: 0001477932-26-006075

Filed: 2026-10-07

Period: 2026-10-05

CIK: 0001737523

SIC: 8071 (SERVICES-MEDICAL LABORATORIES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — bglc_8k.htm (Primary)

EX-10.1 — COGNIAI HEALTHCARE LICENCE AND STRATEGIC COLLABORATION AGREEMENT (bglc_ex101.htm)

EX-99.1 — PRESS RELEASE (bglc_ex991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: bglc_8k.htm · Sequence: 1

bglc_8k.htm

0001737523false00017375232026-10-052026-10-05iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 5, 2026

BioNexus Gene Lab Corp.

(Exact name of registrant as specified in its charter)

Wyoming

001-41750

35-2604830

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Unit A-28-7, Tower A, Menara UOA Bangsar,

No.5 Jln Bangsar Utama 1,

59000 Kuala Lumpur, Malaysia

(Address of principal executive offices)

+1 (307) 241-6898

(Company's Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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 pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange 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 1.01. Entry into a Material Definitive Agreement.

On October 5, 2026, BioNexus Gene Lab Corp. (the "Company") entered into a CogniAI Healthcare Licence and Strategic Collaboration Agreement (the "Agreement") with Ruanyun Edai Technology Inc., a Cayman Islands company (Nasdaq: RYET) ("RYET"). Subject to closing, RYET will grant the Company and its controlled affiliates an exclusive Malaysian healthcare licence to the CogniAI document-intelligence platform, including rights to develop, brand and sublicense applications using it. Exclusivity is subject to any separately signed milestones and applicable cure provisions.

At closing, the Company will issue 410,000 common shares to satisfy the stated US$3.5 million licence consideration and a further 150,000 common shares which will be issued in exchange for 500,000 RYET ordinary shares. The share numbers are fixed, subject to specified capital adjustments, with no cash top-up or market-value guarantee. The contractual licence amount is not a statement of fair value.

The initial licence term is ten years from closing, with two five-year renewal options exercisable on at least six months' notice if the Company is not then in uncured material breach. RYET will receive a 10% royalty on defined technology receipts actually collected, subject to specified deductions and exclusions, with no minimum royalty or annual platform fee. The Company unilaterally may add other Malaysian industries by notice to RYET. Continued exclusivity in each additional industry will require the Company or an affiliate to sign a customer contract in that industry within twelve months after the notice. Additional work by RYET would require a separate project agreement.

Closing and the contemplated share issuances remain pending. Closing is subject to written technology acceptance, satisfactory due diligence, required corporate and regulatory approvals, and securities and exchange compliance. A non-defaulting party may terminate if closing has not occurred by March 31, 2027, unless extended by the parties. The Agreement also contains support, intellectual-property, data-protection and termination provisions, and a US$1 million aggregate liability cap per party, subject to specified exceptions.

The foregoing summary is qualified in its entirety by the Agreement, filed as Exhibit 10.1 to this report and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Agreement provides for the issuance at closing of an aggregate of 560,000 common shares to RYET for the non-cash consideration described in Item 1.01. The stated shares, when issued, will represent approximately 16.0% of the Company's issued and outstanding common shares immediately after the issuance. The issuances remain pending and are subject to the closing conditions described in Item 1.01. The shares will be issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Regulation S promulgated thereunder, as RYET is not a U.S. person (as defined in Regulation S) and the shares will be issued in an offshore transaction. The shares will be subject to applicable Regulation S transfer restrictions.

Item 7.01. Regulation FD Disclosure.

On October 7, 2026, the Company issued a press release announcing its entry into the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing. The furnishing of this information pursuant to Item 7.01 does not mean that such information is material or that disclosure of such information is required.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

CogniAI Healthcare Licence and Strategic Collaboration Agreement, dated October 5, 2026, between BioNexus Gene Lab Corp. and Ruanyun Edai Technology Inc.

99.1

Press Release dated October 7, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 7, 2026

By:

/s/ Su-Leng Tan Lee

Su-Leng Tan Lee

Chief Executive Officer

EX-10.1 — COGNIAI HEALTHCARE LICENCE AND STRATEGIC COLLABORATION AGREEMENT

EX-10.1

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EXHIBIT 10.1

BGLC / RYET | CogniAI Healthcare

CogniAI Healthcare Licence and

Strategic Collaboration Agreement

BioNexus Gene Lab Corp. and Ruanyun Edai Technology Inc.

This Agreement is made between BioNexus Gene Lab Corp., a Wyoming corporation (BGLC), and Ruanyun Edai Technology Inc., a Cayman Islands exempted company (RYET). It is binding from the date of the last signature below (Effective Date). Under it, RYET licenses CogniAI to BGLC for Malaysia, BGLC pays for the licence in shares, and the parties make a reciprocal share investment to support their collaboration in Malaysia and Southeast Asia.

1 Definitions

1.1 Definitions. In this Agreement:

Additional Field means an industry added to the Field under Clause 3.3.

Affiliate means an entity that BGLC controls through a majority of voting rights or other lawful control.

Business Day means a day on which banks are open in Kuala Lumpur.

Change of Control means any person or group acting together acquiring more than 50% of the voting rights in RYET, or the right to appoint a majority of its board, or control of the business or IP comprising the Licensed Technology, excluding the share issuances under this Agreement.

Closing means completion of the share issuances and licence activation under Clause 6.4.

Competing Product means any successor, derivative, rebranded or substantially similar document-intelligence, record-extraction or retrieval product developed, owned or distributed by the RYET Group.

Field means healthcare and related medical services, including clinics, hospitals, laboratories, patient records, healthcare administration, EHR connectivity, health research and BGLC-controlled healthcare AI initiatives, together with any Additional Field.

Healthcare Provider means a clinic, hospital, laboratory or other healthcare provider whose data is processed under this Agreement.

Licensed Technology means RYET's CogniAI document-intelligence system, including its image preprocessing, document-integrity checks, OCR and layout recognition, classification and segmentation, field extraction, confidence review and export functions, its models, interfaces, configuration tools and documentation, and any third-party components RYET supplies with it, and all updates, patches, new versions and successor releases made available during the Term.

Personal Data means any personal data, including sensitive personal data, processed in connection with this Agreement.

Project Agreement means a written agreement for a specific project signed by both parties.

Royalty Receipts has the meaning in Clause 5.3.

RYET Group means RYET and each entity it controls, including Formind Global Holdings Sdn. Bhd. (Formind Global).

RYET Supplier means any supplier, subcontractor or subprocessor used by the RYET Group for the Licensed Technology or its support.

Standard Royalty means the royalty in Clause 5.1.

Term means the licence term under Clause 3.2, including any renewal, ending early if this Agreement terminates.

Territory means Malaysia.

1.2 Precedence. If a Project Agreement conflicts with this Agreement, this Agreement prevails, except where it allows a Project Agreement to vary it.

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BGLC / RYET | CogniAI Healthcare

2 Shares

2.1 Licence consideration. At Closing, BGLC shall issue 410,000 common shares to RYET in full payment of the agreed licence consideration of US$3,500,000. No cash or other consideration is payable for the licence, apart from the royalty under Clause 5.

2.2 Reciprocal investment. At Closing, BGLC shall also issue 150,000 common shares to RYET, and RYET shall issue to BGLC 500,000 ordinary shares of its class listed on Nasdaq. This investment is separate from, and does not reduce, the licence consideration.

2.3 Fixed numbers. Subject only to Clause 2.4, BGLC shall issue exactly 560,000 common shares in total under Clauses 2.1 and 2.2. Neither party owes the other any additional shares, warrants, price resets, market-value guarantees or cash top-ups.

2.4 Adjustments. If either party splits, consolidates or reclassifies the relevant class of shares, or pays a share dividend on it, after the Effective Date and before Closing, the number of its shares to be issued adjusts proportionately without any amendment. Any other capital reorganization before Closing needs a signed amendment before the reorganization completes.

2.5 Accounting. Each party determines its own accounting. The stated licence consideration is not a statement of fair value.

3 Licence

3.1 Grant. At Closing, RYET grants BGLC and its Affiliates a licence, exclusive as set out in Clause 4, to install, host, operate, configure, adapt and integrate the Licensed Technology in the Territory and Field, to build and brand applications using it, and to sublicense it to customers and implementation partners. The licence may be transferred only under Clause 14.5 and ended only under Clauses 10.3 and 13. Core source code may be modified only for modules RYET approves in writing or delivered under Clause 7.4.

3.2 Term and renewal. The Term is ten years from Closing. BGLC may renew it for up to two further five-year periods by notice to RYET at least six months before the Term would otherwise end, if BGLC is not then in uncured material breach. No renewal fee, new shares or minimum commitment applies on renewal.

3.3 Additional industries. BGLC may add any other industry in the Territory to the Field by written notice to RYET. The royalty under Clause 5 and RYET's obligations under Clause 7 apply to it, and any further RYET work needs a Project Agreement. Exclusivity in an Additional Field starts on the date of BGLC's notice and continues only if BGLC or an Affiliate signs a customer contract in that Additional Field within 12 months after BGLC's notice.

3.4 Sublicensing. BGLC may grant sublicences and deploy the Licensed Technology without RYET's approval, and shall bind its sublicensees to suitable IP, confidentiality, data and use restrictions.

3.5 Reserved rights. RYET keeps all rights outside the Territory, and all rights in the Territory outside the Field.

4 Exclusivity

4.1 Before Closing. From the Effective Date until Closing or termination of this Agreement, the RYET Group shall not solicit, negotiate or grant any licence, distribution or other right to the Licensed Technology or a Competing Product in the Territory and Field.

4.2 After Closing. Subject to Clauses 3.3 and 4.3, the licence is exclusive in the Territory and Field for the whole Term. While it is exclusive, the RYET Group shall not use, sell or grant rights to the Licensed Technology or a Competing Product in the Territory and Field, except RYET-led projects approved under Clause 5.9, and RYET shall ensure RYET Suppliers do the same. RYET confirms that no existing licence or right conflicts with this exclusivity.

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4.3 Milestones. There are no rollout milestones unless both parties sign them. If BGLC fails a signed milestone and does not cure it within the cure period stated in it (or 60 days after notice if none is stated), RYET may by notice make the licence non-exclusive, for the rest of the Term, in the part of the Field (healthcare or the relevant Additional Field) to which that milestone relates. Missing a milestone creates no fee, minimum royalty or right to terminate.

4.4 Remedies. If the RYET Group breaches Clause 4.1, 4.2 or 4.5, RYET shall pay BGLC the amounts that the RYET Group or any RYET Supplier receives from the breaching activity, which the parties agree is a proportionate measure of BGLC's legitimate interest in the exclusivity it has paid for. BGLC may also claim damages for any further loss, may set off any amount RYET owes it against royalties, and may seek urgent relief under Clause 14.4.

4.5 Non-solicitation. During the Term and for 12 months after it ends, the RYET Group shall not solicit any customer or sublicensee of BGLC or an Affiliate in the Territory and Field for the Licensed Technology or a Competing Product.

5 Royalty and Payments

5.1 Royalty. For each customer project that BGLC or an Affiliate carries out using the Licensed Technology, BGLC shall pay RYET a royalty of 10% of Royalty Receipts. All customer revenue belongs to BGLC, subject to the royalty. Apart from the Standard Royalty, the shares under Clause 2 and fees for additional services under Clause 5.8, nothing else is payable to RYET for BGLC's use of the Licensed Technology. There is no annual fee, minimum royalty, guaranteed volume or mandatory support retainer.

5.2 No approval needed. From Closing, BGLC may price, sign and deliver customer projects without any RYET approval, proposal, signature or waiting period. A royalty different from the Standard Royalty applies to a project only if both parties sign a Project Agreement for that project, and then only to that project, within the terms of that Project Agreement and from the date it is signed; until then the Standard Royalty applies.

5.3 Royalty Receipts. Royalty Receipts are amounts actually collected from customers by BGLC or an Affiliate for technology access, sublicensing and automated document processing using the Licensed Technology, including as part of a BGLC-branded service, net of attributable indirect taxes (such as sales and service tax charged to the customer), refunds, credits, payment fees and documented third-party pass-through costs.

5.4 Exclusions. No royalty is payable on the following amounts received by BGLC or an Affiliate:

(a) BGS, VitaGuard and other testing, clinical and consultation fees;

(b) separately identifiable human review, scanning, implementation, integration, hosting, hardware and customer support;

(d) internal use, development, testing and demonstrations by BGLC or its Affiliates.

5.5 Bundles. Where a customer contract includes royalty-bearing and excluded items, BGLC shall allocate the price reasonably and consistently using standalone selling prices or documented estimates. The allocation is subject to audit, not RYET's prior approval. Each receipt counts once, and general overhead is not deductible.

5.6 Notices and statements. Within ten Business Days after signing a customer contract, BGLC shall notify RYET, for information only, of the customer, scope, contract reference and price allocation. Within 45 days after each quarter-end, BGLC shall send a statement of collections, allocations, deductions and calculations and pay the royalty due in US dollars, converting other currencies at a consistently used published spot rate on the collection date.

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BGLC / RYET | CogniAI Healthcare

5.7 Disputes, audit and tax. A party may dispute a statement with supporting details but shall pay the undisputed amount. If BGLC refunds a customer amount on which royalty has already been paid, that royalty is deducted from BGLC's next royalty payments. Each party shall keep records for six years. Once a calendar year, either party may have an independent accountant audit the relevant records on 15 Business Days' notice, at its own cost unless the audit finds an underpayment of more than 5% of the royalty due for the audited period. Withholding tax on royalty payments to RYET may be deducted where the law requires, with evidence of payment, and there is no gross-up.

5.8 Additional RYET services. RYET work beyond Clause 7, such as development, integration, extra support hours or service levels, needs a signed Project Agreement. BGLC may use its own or other resources instead. BGLC is not liable to pay for any RYET work unless it has approved the price, or a maximum price, in writing in advance, and BGLC may not commit RYET to extra work without RYET's written agreement.

5.9 RYET-led projects. RYET may contract directly with a customer in the Territory and Field only with BGLC's prior written consent in a Project Agreement that sets out BGLC's share or fee.

6 Delivery, Acceptance and Closing

6.1 Delivery. RYET shall deliver the Licensed Technology, with its software, models, licence keys, installation and administrator documentation and training, by the date the parties agree in writing or, failing agreement, within 60 days after the Effective Date, and obtain any third-party consents needed. Before Closing, BGLC may test the Licensed Technology with lawful data but may not deploy it commercially.

6.2 Acceptance. Before testing starts, the parties shall agree in writing the acceptance tests and pass criteria; if they have not, the test is whether the Licensed Technology performs materially as described in Clause 1.1 and its documentation. BGLC has 30 Business Days after complete delivery to accept in writing or identify material failures. RYET then has 20 Business Days to fix and resubmit, and BGLC has 15 Business Days to retest. Only written acceptance by BGLC's representative, Chong Set Fui (or a replacement BGLC notifies), is effective, and silence or pilot use is not acceptance. If the Licensed Technology fails a second time, BGLC may terminate this Agreement.

6.3 Conditions. Closing requires:

(a) BGLC's written acceptance under Clause 6.2;

(b) each party being reasonably satisfied with its legal, financial, IP and security due diligence on the other;

(c) all required corporate approvals, including any independent committee or shareholder approval, if any, required by law or exchange rules;

(d) compliance with applicable securities and exchange requirements;

(e) any approval, registration or licence that RYET needs under its applicable law to license and deliver the Licensed Technology, obtained by RYET at its cost; and

(f) each party's board resolution approving its share issuance, the purchaser certifications under Clause 11.2, and the issuance instructions to BGLC's transfer agent and RYET's registrar.

A party may waive a condition that benefits it only in writing. Legal requirements cannot be waived.

6.4 Closing. Within five Business Days after the conditions are met or waived, the parties shall fix a Closing time and exchange conditional issuance instructions. BGLC's transfer agent shall record the 410,000 licence shares and 150,000 investment shares separately in RYET's name, and RYET shall register 500,000 ordinary shares in BGLC's name. Closing occurs when BGLC's transfer agent and RYET's registrar have recorded all the issuances and RYET has delivered the items in Clause 7.2. If any step fails, there is no partial Closing and the parties shall restore the prior position where lawful.

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BGLC / RYET | CogniAI Healthcare

6.5 Long-stop date. Either party that is not in default may terminate this Agreement if Closing has not occurred by 31 March 2027 (Long-Stop Date), unless the parties extend it in writing. A party that caused the delay may not rely on it.

7 Support and Updates

7.1 Included support. Without extra charge, and whether or not BGLC buys additional services under Clause 5.8, RYET shall provide:

(a) initial deployment assistance, administrator training, technical documentation and correction of acceptance defects;

(b) a 12-month warranty after Closing that the accepted release materially conforms to its description in Clause 1.1 and its documentation, with correction of any reproducible material defect; and

(c) throughout the Term, security patches, critical bug fixes, fixes for software faults reported by BGLC or its customers, dependency updates and any general updates it releases for the Licensed Technology. RYET shall fix a reported software fault within 30 calendar days after BGLC's written notice, or within 5 calendar days if the fault stops the system working or puts Personal Data at risk.

7.2 Activation. At Closing, RYET shall provide the credentials, licence keys and administration tools BGLC needs to activate projects without case-by-case approval. RYET shall not suspend the licence or withhold activation, support or access because of a royalty dispute or a negotiation of project terms.

7.3 Changes and suppliers. RYET shall notify BGLC of material security issues and of changes affecting deployment, interfaces, dependencies or data handling, which need testing and BGLC's approval before production. RYET supplies and is solely responsible for the whole Licensed Technology, including all third-party components and RYET Suppliers, as if they were its own, and shall replace any critical RYET Supplier that withdraws, at no extra fee. Unless agreed otherwise, BGLC leads local implementation and customer communications.

7.4 Continuity. If RYET stops supporting the Licensed Technology for more than 60 days, for any reason including insolvency, RYET shall within ten Business Days deliver to BGLC the source code, build materials, models, configuration and documentation needed to maintain and support BGLC's deployments. BGLC and its contractors under confidentiality may use them only for that purpose, for the rest of the Term.

8 Intellectual Property

8.1 Existing IP. Each party keeps its existing IP. RYET shall hold rights sufficient for the whole licence and shall give BGLC before Closing a detailed written list of all third-party and open-source components of the Licensed Technology, with their licence terms and any model restrictions. No component may impose undisclosed restrictions on BGLC's applications or on Personal Data.

8.2 BGLC work. BGLC owns the applications, workflows, interfaces and connectors it develops, subject to the underlying Licensed Technology.

8.3 Custom work. A Project Agreement for custom work should allocate its IP before work begins. If it does not, custom deliverables paid for by BGLC, an Affiliate or their customers belong to BGLC, and RYET owns general platform improvements that are not specific to BGLC, its customers or Personal Data. BGLC receives a perpetual, irrevocable, royalty-free, sublicensable licence to those improvements in the Territory and Field.

8.4 Shared contributions. Subject to Clause 8.3, each party owns the IP its own personnel create, and no joint ownership is presumed. Where both parties contribute to a deliverable, each grants the other a perpetual, irrevocable, royalty-free licence to use its contribution as part of that deliverable, subject to Clauses 4 and 9.

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BGLC / RYET | CogniAI Healthcare

9 Personal Data

9.1 Data records and processing. Before processing Personal Data for a project, BGLC shall record the controller and processor roles, instructions, locations and Healthcare Provider authorization in a written data record, which needs no RYET signature if RYET has no data access. The RYET Group and RYET Suppliers may process Personal Data only under written processing terms and documented instructions, and never for advertising, cross-customer reuse, model training or product improvement without separate lawful written authorization. Subprocessors need BGLC's prior written approval and equivalent written duties.

9.2 Malaysia only. BGLC shall host Personal Data on infrastructure in Malaysia. The RYET Group and RYET Suppliers shall not access, download, transfer or remotely administer, from outside Malaysia, any system or copy containing Personal Data. RYET's support from outside Malaysia may use only environments, logs and diagnostics that contain no Personal Data, and RYET shall enforce this with technical controls, including geographic access restrictions, access logging and encryption keys held in Malaysia. This Clause can be changed only by amending this Agreement. RYET's breach of this Clause is a material breach.

9.3 Foreign requests. If a foreign authority requests or compels access to Personal Data, RYET shall, where lawful, notify BGLC promptly, challenge the request by available legal means and disclose only the minimum legally required.

9.4 Security controls. Required controls include encryption in transit and at rest, multifactor privileged access, least privilege, clinic segregation, audit logs, secure backups, vulnerability management and documented deletion. Production data stays out of development environments unless approved.

9.5 Incidents. RYET shall notify BGLC within 24 hours after becoming aware of an actual or suspected breach affecting Personal Data, provide details and updates, preserve evidence and help contain it. RYET shall help with rights requests, impact assessments and reasonable compliance audits.

9.6 Return and clinical control. When a project ends, data shall be returned in a usable format and deleted under the retention instructions. The Healthcare Provider remains responsible for the patient record and clinical decisions, and export to a clinical record requires source traceability, exception review and authorized approval.

10 Warranties, Indemnities and Liability

10.1 Both parties. Each party warrants that it has authority to enter this Agreement, and that no conflicting commitment prevents its performance. Neither warrants customer revenue, valuation, clinical outcomes or share performance.

10.2 RYET. RYET represents and warrants to BGLC that:

(a) it owns the CogniAI software, models and related IP free of any encumbrance, subject only to the third-party components disclosed under Clause 8.1, and has all rights needed to grant this licence;

(b) it enters this Agreement on its own behalf with authority to procure the RYET Group's performance, and any arrangements, payments and approvals within the RYET Group are its sole responsibility and cost;

(c) the Licensed Technology materially conforms to its description in Clause 1.1 and its documentation, and all third-party restrictions have been disclosed;

(d) its services will be performed with reasonable skill and care; and

(e) it will not knowingly introduce malicious code or unauthorized data access.

10.3 IP indemnity. RYET shall defend and indemnify BGLC against third-party claims that authorized use of the Licensed Technology infringes IP, except to the extent a claim would not have arisen but for a BGLC modification, or a combination with other technology, that is not contemplated by this Agreement or the documentation. RYET shall obtain continued rights or provide a functionally equivalent non-infringing replacement. If neither is reasonably available, BGLC may terminate the affected part of the licence and pursue its remedies.

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BGLC / RYET | CogniAI Healthcare

10.4 Other indemnity. Each party shall indemnify the other against third-party losses caused by its fraud, wilful misconduct, breach of Clause 9, material breach of confidentiality, or any other material breach of this Agreement not cured within 30 days after written notice, including lawfully indemnifiable regulatory fines and reasonable breach notification and remediation costs. The indemnified party shall give prompt notice, allow reasonable control of the defence and cooperate, and no settlement may admit its fault or impose duties on it without its consent.

10.5 Cap. Each party's total liability under this Agreement and all Project Agreements, including under Clauses 10.3 and 10.4, is capped at US$1,000,000. The cap does not apply to fraud, wilful misconduct, obligations to pay money (including under Clause 4.4, but not any obligation to issue shares) or liability that cannot lawfully be limited.

10.6 Excluded loss. Neither party is liable for indirect or consequential loss or loss of anticipated profits, except for RYET's breach of Clause 4, 7.2 or 9.2. Amounts paid to third parties under an indemnity and direct data-restoration costs remain recoverable.

11 Securities

11.1 Issuers. Each issuer represents at signing and at Closing that it has authority to issue its shares; that they will be duly authorized, validly issued, fully paid and non-assessable; that all necessary consents have been obtained; and that no undisclosed right prevents the issuance. The shares carry only the ordinary rights of their class.

11.2 Recipients. Each recipient acquires shares for its own account and not with a view to distribution, can bear the investment risk and has had access to the information it requested. RYET is not a U.S. person and acquires BGLC shares outside the United States. Each recipient will resell shares only under registration or an available exemption, and accepts that they will bear a restrictive legend and be subject to stop-transfer instructions. No offshore exemption is assumed for BGLC's acquisition of RYET shares, and no resale or registration rights are promised.

11.3 Independent parties. Each party represents that, to its knowledge, none of its directors, officers or 5% shareholders is a director, officer or 5% shareholder of the other party, or an immediate family member of one, and that this Agreement was negotiated at arm's length.

12 Regional Collaboration

12.1 Purpose. The reciprocal investment supports cooperation on technology commercialization, healthcare AI and related opportunities in Malaysia and Southeast Asia, including through Formind Global, RYET's wholly owned Malaysian subsidiary and Malaysia-based headquarters platform.

12.2 Coordination. After Closing, each party shall appoint a liaison, and the liaisons shall meet at least quarterly to review opportunities, localization, partners and implementation priorities. RYET shall ensure that Formind Global takes part and is responsible for its performance. Each party bears its own coordination costs.

12.3 Limits. Specific projects, services, budgets and investments need separate written agreement. Neither party guarantees business volume or funds the other's headquarters. This Clause does not extend the Territory, give Southeast Asian exclusivity, give any ownership of Formind Global or limit BGLC's rights under Clauses 3 to 5.

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13 Termination

13.1 Grounds. Without prejudice to its other rights, either party may terminate this Agreement by notice if the other party commits a material breach not cured within 30 days after detailed written notice (with a reasonable extension if the breach is being diligently remedied), becomes insolvent (where termination is lawful), or is permanently prevented by law from performing. BGLC may also terminate by notice within 90 days after learning of a Change of Control. RYET shall notify BGLC of a Change of Control in advance where it lawfully can, and in any case within five Business Days after it becomes aware of it. Neither party may suspend performance, except that RYET may suspend affected access to the extent necessary and proportionate to address an immediate material security threat, notifying BGLC promptly.

13.2 BGLC's option to continue. Notwithstanding Clause 13.1, where BGLC may terminate for RYET's material breach or insolvency or for a Change of Control, BGLC may instead keep the licence in force for the rest of the Term, including new deployments and exclusivity, and claim damages for any breach. RYET's obligations under Clauses 7 and 9 continue for that period.

13.3 Existing deployments. After expiry, or after termination other than for BGLC's uncured material breach, BGLC and its compliant sublicensees may keep using accepted versions already deployed, subject to the applicable royalty, IP and data obligations; new deployments need written agreement unless Clause 13.2 applies. After termination for BGLC's uncured material breach, the parties shall arrange lawful data return and an orderly customer transition over up to six months, and no patient record may be withheld over a fee dispute.

13.4 Shares. Termination before Closing ends the obligation to issue shares, without affecting accrued liability. Termination after Closing does not unwind or cancel any share issuance or create any cash top-up.

13.5 Survival. Clauses 4.5, 5 (for amounts accrued and for continuing use under Clause 13.3), 7.4, 8, 9, 10, 11, 13 and 14, and any other provision intended to survive, continue after expiry or termination.

14 General

14.1 Confidentiality. Each party shall protect the other's non-public technical, commercial and customer information with reasonable care, use it only for this Agreement, and disclose it only to personnel and advisers who need to know it and are bound by confidentiality, or as legally required. Information that is independently developed, already lawfully known, public without breach or lawfully received without restriction is excluded. These duties last for three years after termination, and longer for trade secrets and Personal Data where required.

14.2 Announcements. Public announcements, customer references and use of the other party's marks need its prior written consent, except for mandatory disclosures, which shall be discussed in advance where lawful.

14.3 Notices and escalation. Formal notices shall be sent by courier and email to the addresses below or any replacement notified in writing. A notice is received when the courier's record shows delivery or, for email, when receipt is confirmed or, if no delivery-failure message is received, at 9 am Kuala Lumpur time on the next Business Day after sending, whichever is earliest. Operational disputes shall first be escalated to designated executives for ten Business Days, without delaying urgent relief.

14.4 Governing law and arbitration. This Agreement is governed by the laws of Malaysia. Any dispute arising out of or in connection with this Agreement, including its existence, validity or termination, shall be finally resolved by arbitration administered by the Asian International Arbitration Centre (AIAC) under the AIAC Arbitration Rules in force when the arbitration starts. The seat is Kuala Lumpur, the tribunal has three arbitrators and the language is English. Either party may seek emergency arbitrator relief under those Rules or urgent interim relief from any competent court, and any award may be enforced in any court with jurisdiction.

14.5 Assignment. Neither party may assign this Agreement without the other's written consent, which shall not be unreasonably withheld. BGLC may, however, assign it on notice to an Affiliate or to a successor to all or substantially all of its Malaysian healthcare business that assumes BGLC's obligations. Affiliate use and sublicensing do not require assignment.

Page 8 of 9

BGLC / RYET | CogniAI Healthcare

14.6 Amendments. Amendments and waivers must be in writing and signed by authorized representatives. A Project Agreement cannot change the shares, the Territory, the Field or the no-minimums rule, and can change the royalty only for its own project.

14.7 Relationship, costs and stamp duty. This Agreement creates no partnership, agency or fiduciary relationship and no authority to bind the other party. Each party bears its own negotiation and approval costs. BGLC shall pay any Malaysian stamp duty on this Agreement.

14.8 Entire agreement. This Agreement is the entire agreement on its subject and replaces all earlier discussions and drafts, including the draft term sheet. Counterparts and electronic signatures are effective, and an unenforceable provision is severed only as far as necessary.

14.9 Affiliates. BGLC enters this Agreement for itself and for the benefit of its Affiliates. BGLC may enforce it on their behalf and recover their losses as if they were its own, and is responsible for their compliance with it.

Addresses for notices (Clause 14.3):

BGLC: Unit A-28-7, Tower A, Menara UOA Bangsar, No. 5 Jalan Bangsar Utama 1, 59000 Kuala Lumpur, Malaysia; email: sam@bionexusgenelab.com

RYET: No. 698 Jing Dong Avenue, Zhejiang University High-Tech Campus, Nanchang, Jiangxi 330096, China; email: m.fu@formind.group

Executed by the duly authorized representatives of the parties.

For and on behalf of

BioNexus Gene Lab Corp.

Ruanyun Edai Technology Inc.

Signature: /s/ Su-Leng Tan Lee

Signature: /s/ Maggie Fu

Name: Su-Leng Tan Lee

Name: Maggie Fu

Title: Chief Executive Officer

Date: October 5, 2026

Page 9 of 9

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: bglc_ex991.htm · Sequence: 3

bglc_ex991.htm

EXHIBIT 99.1

BioNexus to Build AI Applications for Malaysian Healthcare Under Exclusive CogniAI Licence

Licence of up to 20 years, payable in shares, as Malaysia commits RM1 billion to digitalizing public healthcare

KUALA LUMPUR, Malaysia, October 7, 2026 — BioNexus Gene Lab Corp. (Nasdaq: BGLC) ("Company" or "BGLC") today announced plans to build AI applications for Malaysian healthcare, following the signing of a definitive agreement with Ruanyun Edai Technology Inc. (Nasdaq: RYET) on October 5, 2026 for an exclusive Malaysian healthcare licence to RYET's CogniAI artificial intelligence platform. BGLC's first target is Malaysia's public healthcare digitalization programme, which covers 150 hospitals and more than 2,000 health clinics. Closing and the contemplated share issuances remain pending.

"With CogniAI we would not be starting from a blank page," said Sam Tan, Chief Executive Officer of BioNexus Gene Lab Corp. "The platform exists and is in commercial use, and our job is to build the applications around it. Malaysia is putting real money into taking public healthcare records digital, and that is where we intend to go first."

The opportunity

In August 2026, the Malaysian government raised its allocation for public healthcare digitalization to RM1 billion, covering electronic medical records and connectivity at 150 hospitals and more than 2,000 health clinics. The Ministry of Health has said public hospitals and health facilities nationwide are to be equipped with electronic medical records by 2029. Its facilities recorded 68.2 million patient arrivals in 2023, according to ministry data tabled in Parliament in 2025.

BGLC intends to offer CogniAI-based applications that complement those systems by bringing existing paper and scanned records into digital form. BGLC has not been awarded any government contract, and any public-sector work would depend on government procurement.

More broadly, a November 2024 report by Grand View Research projects the global intelligent document processing market to reach approximately US$12.35 billion by 2030, growing at about 33.1% a year from 2025. Notably, the agreement also gives BGLC a right to add other Malaysian industries by written notice, which would allow it to pursue digitalization work beyond healthcare.

A platform already in commercial use

CogniAI is RYET's AI platform for document intelligence. It recognizes, classifies and extracts information from documents and records. In June 2026, RYET reported approximately US$1.73 million of contracted commercial activity for the platform, on an unaudited basis. In September 2026, it announced a deployment to digitize highway engineering archives in Ningxia, China.

"BioNexus knows the Malaysian market and its healthcare providers, and that local knowledge is what turns a platform into working applications," said Maggie Fu, Chief Executive Officer of Ruanyun Edai Technology Inc. "We built CogniAI to read and organize records at scale, and we look forward to supporting BioNexus as it takes the platform into healthcare."

At closing, BGLC would receive rights to host, adapt and integrate the platform, build and brand applications using it, and sublicense the technology to customers and implementation partners during the prescribed term. BGLC would lead local implementation and customer relationships, and it retains ownership of the applications it develops. Personal data must be hosted in Malaysia, with no RYET Group access from outside the country.

The licence adds a third element to the AI and technology strategy BGLC has been building. The first two are its investments, in Ascension Innovation Sdn. Bhd. in August 2024 and in Fidelion Diagnostics Pte. Ltd. in November 2025, when it also obtained exclusive ASEAN rights to the VitaGuard™ minimal residual disease platform, and its own GeneMatrix Systems software development.

Key terms of the RYET agreement

• Licence. Exclusive for healthcare in Malaysia for ten years from closing, with two five-year renewal options for BGLC. Exclusivity is subject to the agreement's milestone, cure and termination provisions.

• Other industries. BGLC may add other Malaysian industries by written notice. Exclusivity in an added industry continues only if a customer contract is signed within twelve months. Additional RYET work would require a separate project agreement.

• Consideration. At closing, BGLC will issue 410,000 common shares for the stated US$3.5 million licence consideration, a contractual amount and not a statement of fair value. There is no cash payment or market-value guarantee.

• Share exchange. BGLC will issue another 150,000 common shares in exchange for 500,000 RYET ordinary shares, for 560,000 shares in total.

• Royalty to RYET. 10% of defined technology receipts actually collected, with no minimum royalty or annual platform fee. Testing and clinical fees and separately identifiable services are excluded.

• Closing. Subject to technology delivery and BGLC's written acceptance, satisfactory due diligence, and required approvals. Either non-defaulting party may terminate if closing has not occurred by March 31, 2027, unless extended.

Next steps

RYET is required to deliver the technology by December 4, 2026, which is 60 days after signing. BGLC will then carry out acceptance testing. In parallel, BGLC plans to begin discussions on offering CogniAI-based applications to government digitalization initiatives.

"We structured the agreement to keep cash in the business," Mr. Tan said. "RYET is taking its licence consideration in our shares and a royalty only on what we collect, so it does well only if we do. The next step is practical. We take delivery, test the technology, and take it to the people running Malaysia's healthcare digitalization."

About BioNexus Gene Lab Corp.

BioNexus Gene Lab Corp. (Nasdaq: BGLC) is a technology-focused company operating across biotechnology, precision diagnostics and specialty materials. Through its subsidiaries, investments and licensing arrangements, the Company is developing new healthcare and life-science businesses alongside its established operations.

For more information, visit www.bionexusgenelab.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements about BGLC's AI and healthcare strategy, including anticipated connections with its investments and VitaGuard work; plans to develop and commercialize its own AI applications; the expected contribution of CogniAI; GeneMatrix report-access and companion development; technology delivery, acceptance testing, licence activation and closing; plans to offer applications to government digitalization initiatives and the outcome of any public procurement; market size and growth projections; additional-industry opportunities; customer adoption; future royalties; and the benefits of the reciprocal share investment. Words such as "will," "would," "plan," "intend," "may," "expect" and similar expressions identify forward-looking statements.

Actual results may differ materially because of technology delivery and acceptance; ownership and third-party rights; any required PRC technology-export approvals; performance on English- and Malay-language records and integration environments; data protection, cybersecurity and healthcare regulation; development readiness; implementation resources and funding; the parties' financial condition, including going-concern uncertainties disclosed in their filings; customer demand, government budgets, priorities and procurement outcomes, and competition; the accuracy of third-party market estimates, which BGLC has not independently verified; share-price volatility, dilution and investment impairment; and accounting judgments. The agreement does not assure closing, customer contracts, revenue, profitability or clinical outcomes. Additional risks appear in BGLC's latest Form 10-K, subsequent Forms 10-Q and other SEC filings. Forward-looking statements speak only as of the date made. BGLC undertakes no obligation to update them except as required by law.

Investor Relations and Corporate Communications

BioNexus Gene Lab Corp.

ir@bionexusgenelab.com

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