Ruanyun Edai Technology Inc. filed a Form 6-K on October 30, 2026, disclosing that it entered into a Cogni AI Healthcare Licence and Strategic Collaboration Agreement with BioNexus Gene Lab Corp. (NASDAQ:BGLC) on October 5, 2026.

Key Highlights

  • Exclusive license: Ruanyun Edai will license its Cogni AI document-intelligence platform to BGLC exclusively in the healthcare field in Malaysia for an initial ten-year term, with options to renew for up to two further five-year periods.
  • License consideration: BGLC will issue 410,000 shares of its common stock to Ruanyun Edai as full payment of the agreed license consideration of $3,500,000, described as a contractual amount and not a statement of revenue or market value of the shares.
  • Royalty arrangement: BGLC will pay a royalty of 10% of qualifying technology receipts actually collected, with no minimum royalty or annual platform fee.
  • Reciprocal investment: BGLC will issue a further 150,000 shares of its common stock to the Company, and the Company will issue 500,000 of its ordinary shares to BGLC at closing.
  • Closing not yet completed: Closing remains subject to conditions including BGLC's written acceptance of the technology after testing, due diligence, corporate and regulatory approvals, and any required PRC approval, registration, or license.
  • Termination right: Either party, if not in default, may terminate the agreement if closing has not occurred by March 31, 2027, unless extended by the parties.
  • Liability cap: The agreement contains a $1 million aggregate liability cap per party, subject to specified exceptions.

Ruanyun Edai's Cogni AI Platform: Terms and Conditions of the BGLC Agreement

According to the filing, Ruanyun Edai Technology Inc. entered into the Cogni AI Healthcare Licence and Strategic Collaboration Agreement with BioNexus Gene Lab Corp. on October 5, 2026. Under the agreement, the Company will license its Cogni AI document-intelligence platform to BGLC and its controlled affiliates on an exclusive basis in the healthcare field in Malaysia, including rights to develop, brand, and sublicense applications using it. The filing notes that BGLC may add other industries in Malaysia to the licensed field by notice, but exclusivity in each added industry continues only if a qualifying customer contract is signed within 12 months after such notice.

The filing discloses that at closing, BGLC will issue 410,000 shares of its common stock to Ruanyun Edai as full payment of the agreed license consideration of $3,500,000. The filing specifies that "this contractual amount is not a statement of revenue or the market value of the shares," and that share numbers are fixed, subject to specified capital adjustments, with no cash top-up or market-value guarantee. The Company is required to deliver the technology within 60 days after signing, unless the parties agree on another date.

The filing also discloses a related-party connection: FSR Capital, which provides investor relations services to Ruanyun Edai, is part of FSR Group, owned by Sam Tan (Su-Leng Tan Lee), the chief executive officer, president, a director, and a shareholder of BGLC. According to the filing, FSR provides only investor relations services to the Company and receives no fee or other compensation in connection with the transaction, and neither Mr. Tan nor FSR holds shares of the Company. The filing states that "there can be no assurance that closing will occur on the terms described in the Agreement, or at all."

What Was Disclosed

Ruanyun Edai Technology Inc. disclosed via Form 6-K the execution of a licensing and collaboration agreement with BGLC covering its Cogni AI platform in Malaysia's healthcare field, including share-based consideration, a 10% royalty, a reciprocal investment, and closing conditions that remain unsatisfied as of the filing date.