BGLC’s “$3.5M” CogniAI licence from RYET: 410,000 new shares worth ~$521k at today’s price, 19% dilution, and it hasn’t closed

On October 5, BioNexus Gene Lab (BGLC) signed an agreement with Ruanyun Edai Technology (RYET) for an exclusive Malaysian healthcare licence to CogniAI, RYET’s document-intelligence platform. BGLC says its first target is Malaysia’s public healthcare digitalisation programme, but it has no government contract. The $3.5 million figure in coverage describes something narrower than a cash price.

**What the filing says** (8-K filed 2026-10-07, accession 0001477932-26-006075, Items 1.01 and 3.02, full agreement attached as Ex. 10.1)

* **Licence payment:** 410,000 new BGLC shares at closing for a “stated” US$3.5M licence consideration. No cash. The 8-K and clause 2.5 of the agreement both say the figure is not a statement of fair value.
* **Share swap:** BGLC issues another 150,000 shares in exchange for 500,000 RYET shares. The 8-K says this is separate from the licence consideration.
* **Fixed share count:** there are no price resets, top-ups or market-value guarantee. The count adjusts only for splits or consolidations.
* **Royalty:** 10% of technology receipts BGLC actually collects. No minimum and no platform fee. Testing, clinical and separate service fees are excluded.
* **Term:** 10 years from closing, plus two optional 5-year renewals. There are no exclusivity milestones unless both sides sign some later.

**The $3.5M is a label, not a price**

$3.5M ÷ 410,000 shares ≈ $8.54 per BGLC share. BGLC closed at $1.27 today, so the licence shares are worth about $521k, and the stated price is about 6.7× the market. At $1.27, BGLC’s entire market cap is about $3.73M, so the “$3.5M” licence fee is about 94% of what the market values the whole company at. What RYET actually receives is whatever those shares fetch when it can sell them. The shares are restricted under Regulation S, and the agreement gives RYET no registration rights.

**Dilution**

BGLC’s Q2 10-Q cover page reports 2,933,442 shares outstanding as of August 14, 2026. The 560,000 new shares are 19.1% of that count, just under Nasdaq’s 20% shareholder-approval threshold. The agreement makes shareholder approval a condition only if law or exchange rules require it. The licence shares alone are 14.0%.

This comes on top of earlier issuance. The cover-page share count was 1,796,507 on the November 2025 10-Q, so it has already risen 63% before this deal. If the deal closes, the count will be about 3.49M, roughly 94% above November 2025.

**Closing is the open question**

No shares are issued until closing. The timeline:

* RYET must deliver the technology by December 4, 2026.
* BGLC then has 30 business days to test it. RYET gets 20 business days to fix any failures, and BGLC gets 15 to retest.
* If the technology fails a second time, BGLC can terminate.
* Other conditions include mutual due diligence, corporate and exchange approvals, and any approval RYET needs under its own law to license the technology. The press release lists PRC technology-export approval as a risk.
* If closing hasn’t happened by March 31, 2027, a party that isn’t in default can terminate unless both sides extend.
* If the deal terminates before closing, no shares are issued.

For context, RYET is a K-12 education technology company based in Nanchang, China. It reported about $1.73M of unaudited contracted activity for CogniAI as of June 2026.

I’ll be watching for a follow-up 8-K reporting either the closing and the share issuance, or termination (Item 1.02).

Filings:

* 8-K: [https://www.sec.gov/Archives/edgar/data/1737523/000147793226006075/0001477932-26-006075-index.htm](https://www.sec.gov/Archives/edgar/data/1737523/000147793226006075/0001477932-26-006075-index.htm)
* Q2 2026 10-Q (share count): [https://www.sec.gov/Archives/edgar/data/1737523/000147793226005093/0001477932-26-005093-index.htm](https://www.sec.gov/Archives/edgar/data/1737523/000147793226005093/0001477932-26-005093-index.htm)

**For anyone who tracks small-cap licence deals paid in stock: how often do they close on the terms first announced, and how often does the long-stop date get extended?**