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): April 30, 2025

Unit A-28-7, Tower A, Menara UOA Bangsar,

No. 5 Jalan 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:

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:

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. 

On April 30, 2025, BioNexus Gene Lab Corp. (the “Company”) received a formal notice from the Nasdaq Hearings Panel (the “Panel”) confirming that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share.

The Company was previously notified of non-compliance with the Bid Price Rule and appeared before the Panel pursuant to Docket No. NQ 7050C-24. As of April 23, 2025, the Company’s common stock had maintained a closing bid price of $1.00 or greater for the requisite number of consecutive business days, thereby satisfying Nasdaq’s requirements for bid price compliance.

As a result, the Panel determined that the Company has demonstrated compliance with the terms of its exception and that its common stock will continue to be listed on The Nasdaq Capital Market. The Company remains subject to continued compliance with all applicable Nasdaq listing standards. 

This disclosure is made pursuant to Item 3.01(b) of Form 8-K, as the Company has received formal written notice from Nasdaq confirming that it has regained compliance with Listing Rule 5550(a)(2).

Item 7.01 Regulation FD Disclosure. 

On April 30, 2025, the Company issued a press release announcing that it had regained compliance with Nasdaq’s minimum bid price requirement under Listing Rule 5550(a)(2) and reaffirming its strategic focus on innovation, compliance, and long-term growth initiatives.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Regulation FD and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.