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): September 25, 2024 (September 23, 2024).
BioNexus Gene Lab Corp. |
(Exact name of Company as specified in its charter) |
Wyoming |
| 001-41750 |
| 35-2604830 |
(State or other jurisdiction |
| (Commission |
| (IRS Employer |
of Incorporation) |
| File Number) |
| Identification Number) |
Unit A-28-7, Tower A, Menara UOA Bangsar,
No.5 Jln Bangsar Utama 1,
59000 Kuala Lumpur
(Address of principal executive offices)
Phone: +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 Company under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
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 |
| Nasdaq |
Item 1.01 Entry into a Material Definitive Agreement.
On September 23, 2024, MRNA Scientific Sdn. Bhd. (“MRNA”), a wholly-owned subsidiary of BioNexus Gene Lab Corp. (the “Company”), entered into a teaming agreement (the “Agreement”) with Protech Builders Sdn. Bhd. (“Protech”), a Malaysian mechanical and electrical engineering firm.
Pursuant to the Agreement, the Company and Protech have agreed to collaborate on the development, marketing, and operation of biogas plants across Malaysia. The Agreement establishes a three-year term during which the parties will jointly identify and pursue biogas project opportunities, particularly focusing on converting plantation wastewater into renewable energy.
Key terms of the Agreement include:
| · | Initial Contributions: MRNA and Protech will each contribute up to RM500,000 towards joint marketing and project development activities, including feasibility studies and preliminary project costs. |
| · | Project Financing: Any biogas projects realized under this collaboration will be financed jointly by the parties, with specific financial contributions to be determined on a project-by-project basis through further negotiation. |
| · | Management and Governance: The Agreement establishes a Joint Steering Committee (JSC), comprised of representatives from both MRNA and Protech, to oversee the progress of joint activities and make strategic decisions. |
The Agreement is subject to customary terms and conditions, including provisions for confidentiality, dispute resolution, and termination.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, copies of which are filed as Exhibit 10.1 to this current report on Form 8-K.
Item 8.01 Other Events.
On September 25, 2024, the Company issued a press release announcing the entry into biogas sector in Malaysia via the Agreement with Protech. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
Exhibit No. |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BioNexus Gene Lab Corp.
| /s/ Su-Leng Tan Lee |
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By: | Su-Leng Tan Lee |
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| Chief Executive Officer |
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Date: | September 25, 2024 |
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EXHIBIT 10.1
Teaming Agreement between MRNA Scientific Sdn. Bhd. and Protech Builders Sdn. Bhd. for Biogas Plant Development
This Teaming Agreement (“Agreement”) is made on September 23, 2024 between:
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| ● | MRNA Scientific Sdn. Bhd. (“MRNA Scientific”, Co. 201501013741), a company incorporated in Malaysia, with its principal office at A-28-07 Menara UOA Bangsar, 5 Jalan Bangsar Utama 1, Kuala Lumpur 1, 59000 Selangor, Malaysia; and |
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| ● | Protech Builders Sdn. Bhd. (“Protech”, Co. 200101006831), a company incorporated in Malaysia, with its principal office at No. 22A, Jalan IAN 4, Taman Industri Angkasa Nuri, Durian Tunggal, 76100 Melaka, Malaysia. |
WHEREAS:
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| 1. | MRNA Scientific is a subsidiary of BioNexus Gene Lab Corp. which is a Nasdaq Listed Company engaged in Technology and Chemical Distribution, and has extensive market reach and knowledge in Southeast Asia. |
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| 2. | Protech is an experienced mechanical and electrical contractor with expertise in the installation and maintenance of complex engineering systems. |
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| 3. | Both parties wish to explore and develop opportunities in the biogas sector in Malaysia, particularly focusing on the construction and operation of biogas plants using plantation wastewater. |
NOW, THEREFORE, the Parties agree as follows:
1. Purpose and Scope
The purpose of this Agreement is to establish a collaborative framework for MRNA Scientific and Protech to jointly market, develop, and operate biogas plants in Malaysia. This includes pooling resources, expertise, and financing to identify, pursue, and execute biogas projects.
2. Contribution and Financial Commitment
2.1. Both MRNA Scientific and Protech agree to contribute up to RM500,000 each towards initial joint project development activities.
2.2. The contribution will be used for feasibility studies, project proposals, and other preparatory activities necessary to secure biogas projects.
3. Project Financing
3.1. If a biogas project is realized, the financing of the project will be negotiated on a case-by-case basis, with both parties agreeing to contribute in proportion to their respective roles and responsibilities.
3.2. The financing structure, including equity contributions, debt financing, and other financial arrangements, will be determined in a separate project-specific agreement.
4. Roles and Expertise
4.1. MRNA Scientific will:
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| ● | Leverage its market knowledge to identify potential biogas project opportunities. |
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| ● | Assist in regulatory compliance and project management. |
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| ● | Represent its parent company in potential financing and capital markets access. |
4.2. Protech will:
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| ● | Provide mechanical and electrical engineering expertise, including the installation of power generation systems, control systems, and maintenance of biogas plants. |
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| ● | Manage the construction and commissioning of biogas facilities, ensuring compliance with all relevant standards and regulations. |
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| ● | Oversee the operation and maintenance of the biogas plants post-construction. |
5. Management of Teaming
5.1. A Joint Steering Committee (JSC) will be established, comprising two representatives from each party.
5.2. The JSC will be responsible for overseeing the progress of joint activities, making strategic decisions, and resolving any disputes that may arise during the term of the Agreement.
5.3. The JSC will meet at least quarterly, or as necessary, to review project progress and make decisions on future activities.
6. Tenure
6.1. This Agreement shall be valid for a period of three (3) years from the date of execution.
6.2. The Agreement may be extended or renewed by mutual consent of both parties in writing, subject to a review of the outcomes of the collaboration during the initial tenure.
7. Confidentiality
7.1. Both parties agree to keep confidential all proprietary and non-public information shared under this Agreement, unless required by law or with the prior written consent of the other party.
7.2. This confidentiality obligation shall survive the termination or expiration of this Agreement.
8. Termination
8.1. Either party may terminate this Agreement by providing ninety (90) days written notice to the other party.
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8.2. In the event of termination, any ongoing projects or commitments will be completed under the terms of this Agreement unless otherwise agreed.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Malaysia.
10. Dispute Resolution
Any disputes arising under this Agreement shall be resolved through mutual consultation and negotiation in good faith. If the dispute cannot be resolved amicably, it shall be referred to arbitration in Malaysia in accordance with the rules of the Malaysian Arbitration Act 2005.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
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| For MRNA Scientific Sdn. Bhd. |
| For Protech Builders Sdn. Bhd. |
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| Lai Soo Kow |
| Wong Chan Wah |
| Director |
| Director |
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EXHIBIT 99.1
Press Release
For Immediate Release
BioNexus Gene Lab Corporation announces entry into Biogas Sector via Teaming Agreement with Protech Builders Sdn. Bhd.
Kuala Lumpur, Malaysia – September 25, 2024 – MRNA Scientific Sdn. Bhd. (“MRNA”), a subsidiary of BioNexus Gene Lab Corp. (Nasdaq: BGLC, the “Company”), and Protech Builders Sdn. Bhd. (“Protech”), a leading mechanical and electrical engineering construction firm in Malaysia, are pleased to announce the signing of a strategic teaming agreement (the “Agreement”) to jointly develop and operate biogas plants across Malaysia. This collaboration marks a significant step in both companies’ efforts to contribute to Malaysia’s growing renewable energy sector, particularly in the generation of biogas from plantation wastewater.
Strategic Collaboration for Sustainable Growth
Under this three-year Agreement, Protech and MRNA will pool their resources and expertise to identify, market, and execute biogas projects that convert plantation and agricultural wastewater into renewable energy. Protech and MRNA have agreed to together make an initial financial contribution of up to RM1,000,000 (Approx. USD 235,000) to fund feasibility studies and other project development activities.
The partnership will leverage the Company’s extensive market knowledge and chemical raw material expertise, along with Protech’s proven capabilities in mechanical and electrical engineering. Protech holds a G7 construction license, the highest grade issued by the Construction Industry Development Board (CIDB) Malaysia, which allows them to undertake projects of any size and value without limitations. With over 20 years of experience and a portfolio of more than 300 successfully completed projects across Malaysia, including biogas facilities and power transmission systems, Protech is uniquely positioned to ensure the technical success and timely completion of these projects.
Projected Revenue and Growth Potential
The biogas market in Malaysia presents substantial growth opportunities. With the combined strengths of our Company and Protech, we anticipate securing multiple biogas projects over the next three years, ranging from small to large-scale installations.
A Step Toward a Sustainable Future
“This teaming agreement represents a strategic alignment of our strengths,” said Sam Tan, CEO of BioNexus Gene Lab Corp. “By combining the Company’s market insights and Protech’s engineering expertise, we are well-positioned to capitalize on the growing demand for biogas solutions in Malaysia. This partnership not only supports our mission to contribute to a sustainable future but also enhances our revenue generation capabilities.”
CW Wong, CEO of Protech Builders, added, “We are excited to partner with BGLC to develop biogas plants that will bring lasting environmental and economic benefits to Malaysia. Our extensive experience in constructing complex engineering systems, including biogas facilities and power transmission, combined with our G7 license, ensures that we can deliver top-quality projects that meet the highest industry standards.”
About BioNexus Gene Lab Corp.
BioNexus Gene Lab Corp. is an emerging Biotech company and a leading supplier of chemical raw materials in Southeast Asia. Through its subsidiaries, BGLC operates in the Biotech and Chemical Supply Industries throughout Southeast Asia.
For more information, please visit www.bionexusgenelab.com.
About Protech Builders Sdn. Bhd.
Protech Builders Sdn. Bhd. is a renowned mechanical and electrical engineering firm in Malaysia, specializing in the installation, commissioning, and maintenance of complex engineering systems.
For more information, please visit www.protech.my.
Safe Harbor Statement
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are not statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s goals and strategies; the Company’s future business development; product and service demand and acceptance; changes in technology; economic conditions; the growth of the biotech industry in Malaysia and the other markets the Company serves or plans to serve; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in Malaysia and the other markets the Company serves or plans to serve and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the Securities and Exchange Commission (the “SEC”). For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that arise after the date hereof.
Contact Information:
Investor Relations
BioNexus Gene Lab Corp
Email: ir@bionexusgenelab.com
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