BioNexus Gene Lab Corp
For the period ended Mar 19, 2025. Filed Feb 27, 2025.
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Mar 19, 2025 · Filed Feb 27, 2025
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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: | |
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
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): | |
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11. |
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON March 19, 2025
Notice is hereby given that a Special Meeting of Stockholders (the “Special Meeting”) of BioNexus Gene Lab Corp. will be held onMarch 19, 2025, at 1:00 p.m., Eastern Time, at the virtual meeting sitewww.bionexusgenelab.com/2025specialmeeting. The Special Meeting will be held solely online, and as such there is no physical address for the Special Meeting. The Special Meeting will be held for the following purposes as more fully described in the proxy statement accompanying this notice (the “Proxy Statement”):
| 1. | Reverse Stock Split Proposal. Approval of an amendment to our Articles 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-five (1:5) 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 “Reverse Stock Split Proposal”); and |
| 2. | Adjournment Proposal. Approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1 (the “Adjournment Proposal”). |
The Special Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to listen to the Special Meeting, submit your questions, and vote during the live webcast of the meeting by visitingwww.bionexusgenelab.com/2025specialmeeting 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 March 6, 2025 has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the Special 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 Special Meeting will be available for inspection by stockholders on the Special Meeting site atwww.onlineproxyvote.com/BGLC/2025.
You are cordially invited to participate in the Special Meeting. Whether or not you plan to participate in the Special 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 Special 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 Common Stock entitled to vote must be represented at the Special 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
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on March 19, 2025: Pursuant to the rules of the Securities and Exchange Commission, with respect to the Special 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 Special Meeting of Stockholders and Proxy Statement are also available at www.onlineproxyvote.com/BGLC/2025.
Whether or not you expect to participate in the Special 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 Special Meeting. If you attend the Special Meeting online and vote your shares at that time, your proxy will not be used.
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
To Be Held On March 19, 2025
TABLE OF CONTENTS
| Information about the Special Meeting and Voting | 4 |
|---|---|
| Matters To Be Considered At Special Meeting | 8 |
| Proposal 1: Reverse Stock Split Proposal | 8 |
| Proposal 2: Adjournment Proposal | 18 |
| Security ownership of certain beneficial owners and management | 19 |
| Householding of Proxy Materials | 20 |
| Other Matters | 20 |
| Where You Can Find Additional Information | 20 |
| Form of Reverse Stock Split Charter Amendment | Annex A |
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 reverse stock split contemplated in Proposal 1 (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
SPECIAL MEETING OF STOCKHOLDERS
To Be Held On March 19, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.