Item 1.01 Entry into a Material Definitive Agreement.

On December 24, 2020, BioNexus Gene Lab Corp, a Wyoming company ("Company") entered into a Share Exchange Agreement ("Agreement") with Chemrex Corporation Sdn. Bhd., a Malaysian company ("Chemrex"), and the shareholders of the Chemrex ("Chemrex Shareholders") pursuant to which the Company acquired all of the issued and outstanding shares of capital stock of Chemrex from the Chemrex Shareholders in exchange for 68,487,261 shares of common stock of the Company to be issued to the Chemrex Shareholders.

Chemrex wholesales chemicals and resins for the manufacturers in industrial, medical components and equipment industries with customers located across South East Asia, Middle East and South India. For fiscal year ended December 31, 2019, Chemrex had approximately $15,636,064 (USD) in revenues with an after tax net profit of $308,083 (USD) (both amounts unaudited).

The closing of the transaction is scheduled for December 31, 2020.

The Agreement contains other customary terms and conditions and is attached hereto as Exhibit 10.5. The description of the Share Exchange Agreement above is not complete and is qualified in its entirety by reference to Agreement which is filed as exhibits hereto and incorporated herein.

Item 9.01 Financial Statements and Exhibits.





Exhibit No.   Description

  10.5          Share Exchange Agreement dated December 24, 2020 by and among
              BioNexus Gene Lab Corp, a Wyoming company, and Chemrex Corporation
              Sdn. Bhd., a Malaysian company and the shareholders of the
              Chemrex.





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