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BioNexus signs exclusive Malaysian healthcare licence for CogniAI

Tickers BGLC

The licence is payable in BioNexus shares, and closing remains subject to technology delivery and approvals.

Key facts

Company
BioNexus Gene Lab Corp (NASDAQ: BGLC)
News type
Company Updates
Primary source
BioNexus Gene Lab Corp 8-K (2026-10-07)
Laboratory equipment and glassware. Photo: Belikov Maxim, CC BY 4.0, via Wikimedia Commons. The picture shows the field, not the companies named.

BioNexus Gene Lab Corp. (Nasdaq: BGLC) said on October 7, 2026 that it plans to build artificial intelligence applications for Malaysian healthcare under an exclusive licence to the CogniAI platform of Ruanyun Edai Technology Inc. (Nasdaq: RYET). The companies signed a definitive agreement on October 5, 2026. The release says that closing and the contemplated share issuances remain pending.

The licence terms

The licence is exclusive for healthcare in Malaysia for ten years from closing, with two five-year renewal options for BioNexus. Exclusivity is subject to milestone, cure and termination provisions. BioNexus may add other Malaysian industries by written notice. Exclusivity in an added industry continues only if a customer contract is signed within twelve months. Any additional RYET work would require a separate project agreement.

The stated licence consideration is US$3.5 million. At closing, BioNexus will issue 410,000 common shares for the licence. The release describes that amount as a contractual figure, not a statement of fair value, and says there is no cash payment or market-value guarantee. BioNexus will also issue another 150,000 common shares in exchange for 500,000 RYET ordinary shares, for 560,000 shares in total.

RYET will receive a royalty of 10% of defined technology receipts actually collected. There is no minimum royalty and no annual platform fee. Testing and clinical fees and separately identifiable services are excluded.

Closing is subject to technology delivery, BioNexus'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.

Financing and advisors

The share issuances are consideration for the licence and a share exchange. The release does not describe a public offering, a private placement or new debt. It names no underwriter, placement agent, sales agent, lender or financial advisor for these share issuances, and it names no legal counsel.

The market and the platform

The release says Malaysia's government raised its allocation for public healthcare digitalization to RM1 billion in August 2026. The allocation covers 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. The release cites ministry data tabled in Parliament in 2025 showing 68.2 million patient arrivals in 2023.

RYET describes CogniAI as an AI platform for document intelligence that recognizes, classifies and extracts information from documents and records. RYET reported approximately US$1.73 million of contracted commercial activity for the platform in June 2026, on an unaudited basis. In September 2026 it announced a deployment to digitize highway engineering archives in Ningxia, China. BioNexus says it has not been awarded any government contract, and any public-sector work would depend on government procurement.

Financial position

BioNexus's 10-K filed April 14, 2026 reports revenue of $7.4 million for 2025, compared with $9.5 million for 2024. The net loss was $3.0 million for 2025 and $1.6 million for 2024. Cash from operations was negative $1.8 million in 2025 and negative $2.1 million in 2024. Year-end 2024 cash and cash equivalents were $2.9 million.

The quarterly report filed August 14, 2026 reports year-end 2025 cash and cash equivalents of $2.4 million. Cash and cash equivalents were $1.2 million at June 30, 2026. The release notes that the parties' financial condition includes going-concern uncertainties disclosed in their filings.

The risks ahead

BioNexus has not closed the deal, and closing depends on technology delivery, acceptance, due diligence and approvals. RYET is required to deliver the technology by December 4, 2026. BioNexus says it has won no government contract, and public-sector work would depend on procurement. Its revenue fell to $7.4 million for 2025, it reported a net loss and negative operating cash flow, and the release points to going-concern uncertainties in the parties' filings. Paying in shares keeps cash in the business but issues new common shares, and RYET would also receive a 10% royalty on defined technology receipts.

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