BioNexus Gene Lab Corp

DEF 14A 1 bglc_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

BioNexus Gene Lab Corp.

(Name of Registrant As Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 4 2024

Notice is hereby given that Annual Meeting of Stockholders (the “Annual Meeting”) of Bionexus Gene. Lab Corp. will be held on October 4, 2024, at 9:00 a.m., Eastern Time, at the virtual meeting site https://www.bionexusgenelab.com/annualmeeting2024. The Annual Meeting will be held solely online, and as such there is no physical address for the Annual Meeting. The Annual Meeting will be held for the following purposes as more fully described in the proxy statement accompanying this notice (the “Proxy Statement”):

The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to listen to the Annual Meeting, submit your questions, and vote during the live webcast of the meeting by visiting https://www.bionexusgenelab.com/annualmeeting2024 shortly prior to the scheduled start of the meeting and entering the control number found on the proxy card or voting instruction form.

Each of the above proposals was approved by our Board of Directors and requires the vote set forth in the Proxy Statement accompanying this notice. The close of business on September 16, 2024 has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. Only stockholders of record at such time will be so entitled to vote. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by stockholders on the Annual Meeting site at https://onlineproxyvote.com/BGLC/2024.

You are cordially invited to participate in the Annual Meeting. Whether or not you plan to participate in the Annual Meeting online, we urge you to ensure your representation by voting by proxy promptly via the Internet, by phone or by completing, signing, dating and returning the accompanying proxy card, or the form forwarded by your bank, broker or other holder of record, by mail. If you attend the Annual Meeting online and vote your shares at that time, your proxy will not be used.

The holders of one-third of the issued and outstanding shares of Common Stock entitled to vote must be represented at the Annual Meeting in person or by proxy in order to constitute a quorum. Please vote your shares as soon as possible in order to ensure that a quorum is obtained.

By Order of the Board of Directors,

/s/: Su-Leng Tan Lee

Name: Su-Leng Tan Lee

i

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on October 4, 2024: Pursuant to the rules of the Securities and Exchange Commission, with respect to the Annual Meeting, we have elected to utilize the “full set delivery” option of providing paper copies of all of our proxy materials by mail. The Notice of Annual Meeting of Stockholders and Proxy Statement are also available at https://onlineproxyvote.com/BGLC/2024.

Whether or not you expect to participate in the Annual Meeting, please vote via the Internet, by phone, or complete, date, sign and promptly return the accompanying proxy card or voting instruction card in the enclosed postage-paid envelope so that your shares may be represented at the Annual Meeting. If you attend the Annual Meeting online and vote your shares at that time, your proxy will not be used.

ii

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To Be Held On October 4, 2024

TABLE OF CONTENTS

Forward-Looking Statements

This proxy statement (this “Proxy Statement”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Proxy Statement that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Company’s intent or ability to effect a reverse stock split or to regain compliance with any applicable Nasdaq listing requirements. These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including that the stock incentive plan contemplated in proposal 3 and the reverse stock split contemplated in Proposal 4 (the “Reverse Stock Split”) may not be approved by the Company’s stockholders. For other important factors that could cause actual results to differ materially from the forward-looking statements in this Proxy Statement, please see the risks and uncertainties identified under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, which is available on the Company’s Investor Relations website athttp://www.bionexusgenelab.com * * and on the SEC website atwww.sec.gov . All forward-looking statements reflect the Company’s beliefs and assumptions only as of the date of this Proxy Statement. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances. Capitalized terms shall have the meanings ascribed to such terms in the Proxy Statement.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To Be Held On October 4, 2024