BioNexus Gene Lab Corp

Correction of Prior Disclosure.

The Company is correcting two statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Annual Report described Su-Leng Tan Lee as the Chief Executive Officer of Fidelion Diagnostics Pte. Ltd. Tan Lee serves as Chief Executive Officer-designate of Fidelion and, as of the date of this filing, has not been appointed Chief Executive Officer of Fidelion. The Annual Report also stated that the Company’s prior employment agreement with Tan Lee had been extended through July 2026. The prior arrangement instead continued through August 31, 2026.

Unregistered Issuance of Equity Securities

On August 13, 2026, BioNexus Gene Lab Corp. (the “Company”) issued an aggregate of 516,128 shares of its common stock, no par value per share, under the Company’s shareholder-approved 2025 Equity Incentive Plan. Each award was a fully vested Other Stock-Based Award under Section 5 of the plan, issued on a bonus basis as compensation for completed services and for no cash consideration. The Board valued the awards using $1.55 per share, the Nasdaq closing price on August 12, 2026. The aggregate Board-approved value of the shares issued was $799,998.40.

The shares were issued as follows: 338,709 shares to Su-Leng Tan Lee; 96,774 shares to Set Fui Chong; 32,258 shares to Muhammad Azrul bin Abdul Hamid; 32,258 shares to Chee Keong Yap; and 16,129 shares to Jook Yuen Low.

No underwriter, placement agent or broker participated in the issuances, and the Company paid no underwriting discount, placement fee or commission. The non-cash consideration received by the Company consisted of the recipients’ completed services. The issuance increased the Company’s issued and outstanding common stock from 2,417,314 shares to 2,933,442 shares and left 77,504 shares available under the plan.

The Company relied on Rule 903 of Regulation S under the Securities Act of 1933, as amended. Each recipient represented that the recipient was not a U.S. person, was outside the United States in connection with the offshore issuance and was acquiring the shares for the recipient’s own account as compensation for completed services and not for the account or benefit of a U.S. person. No directed selling efforts were made in the United States. The shares were issued as restricted securities subject to applicable Regulation S distribution-compliance requirements, restrictive legends and transfer controls. The shares are common stock and have no conversion or exercise terms.

Compensatory Arrangements of Certain Officers

The August 13, 2026 issuances included a fully vested award of 338,709 shares to Su-Leng Tan Lee, the Company’s Chief Executive Officer and President, valued by the Board at $524,998.95, and a fully vested award of 96,774 shares to Set Fui Chong, the Company’s Chief Financial Officer and Principal Financial Officer, valued by the Board at $149,999.70. Both awards were issued for completed services and no cash consideration. The awards are subject to the 2025 Equity Incentive Plan, the applicable award agreements, the Company’s compensation-recovery policy and applicable securities-law transfer restrictions.

Chief Executive Officer and President Renewal

On August 13, 2026, the Board reappointed Su-Leng Tan Lee as the Company’s Chief Executive Officer and President for a fixed term commencing September 1, 2026 and ending August 31, 2029, subject to earlier termination under a new employment agreement made on August 13, 2026 and effective September 1, 2026 (the “Employment Agreement”). The Employment Agreement supersedes the Executive’s prior appointment and compensation arrangements from its effective date, while preserving accrued but unpaid remuneration and specified cumulative indemnification rights.

The Employment Agreement provides for gross base salary of $35,000 per month, payable under the Company’s normal payroll practices and subject to applicable deductions and withholding. The Compensation Committee will establish or confirm annual objectives, review performance at least annually and determine whether to award a discretionary annual cash bonus. No minimum or target bonus is guaranteed. The Employment Agreement does not promise an equity award and provides no additional contractual medical, life, retirement, housing, transport or tax-equalization benefits, except benefits required by applicable law or separately approved in writing. The Executive is entitled to 20 business days of paid annual leave for each complete contract year, subject to the agreement’s carry-forward provisions.

Either party may terminate the employment relationship without cause on six months’ written notice. The Company may place the Executive on garden leave during the notice period or make payment in lieu of all or part of the unserved notice period, consisting of base salary for that period and any amount required by applicable law. The Company may terminate immediately for defined Cause following a good-faith Board determination. Except for mandatory entitlements or a separately approved amount, no severance is payable on expiry, death or termination following incapacity. The Employment Agreement also contains provisions concerning conflicts and recusal, confidentiality, intellectual property, Company property, limited post-employment non-solicitation and non-interference, indemnification, advancement of expenses, directors’ and officers’ insurance, clawback, tax deductions and Wyoming governing law. The foregoing summary is qualified in its entirety by the Employment Agreement filed as Exhibit 10.1 to this Quarterly Report.

Lead Independent Director and Director Compensation

On August 13, 2026, the Board designated Chee Keong Yap as Lead Independent Director and reaffirmed the existing director-compensation arrangements. The monthly base director fee remains unchanged at $1,000 for each of Su-Leng Tan Lee, Muhammad Azrul bin Abdul Hamid, Chee Keong Yap and Jook Yuen Low.

Chee Keong Yap’s total monthly director compensation is $2,500, reflecting a $700 increase from the prior monthly amount of $1,800, or $8,400 on an annualized basis. Muhammad Azrul bin Abdul Hamid’s total monthly director compensation remains unchanged at $2,300, including the existing $1,300 monthly responsibility allowance.