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BioNexus Gene Lab Corp

BioNexus Gene Lab CorpBGLCEarnings & Financial Report

Nasdaq · Health Care · Services-Medical Laboratories

BioNexus Gene Lab Corp is a biotechnology company specializing in molecular diagnostic testing, genetic analysis, and related life science solutions. It caters to healthcare institutions, research organizations, and individual customers, with its primary operational and market focus on the Southeast Asian region.

What changed in BioNexus Gene Lab Corp's 10-K — 2023 vs 2024

Top changes in BioNexus Gene Lab Corp's 2024 10-K

306 paragraphs added · 166 removed · 114 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

47 edited+97 added−23 removed40 unchanged
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes. ☐ Basis of presentation The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). ☐ Basis of consolidation The consolidated financial statements include the accounts of Bionexus Gene Lab Corp. and its subsidiaries.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes. ☐ Basis of presentation The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). ☐ Basis of consolidation The consolidated financial statements include the accounts of BioNexus Gene Lab Corp. and its subsidiaries.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022 (Currency expressed in United States Dollars (“US$”)) (Audited) ☐ Related parties Parties, which can be a corporation or individual, are related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) ☐ Related parties Parties, which can be a corporation or individual, are related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 4 – INCOME TAXES The Company provides for income taxes under ASC 740, “Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 4 – INCOME TAXES The Company provides for income taxes under ASC 740, “Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes.
The comparative financial statements were not adjusted retrospectively as Chemrex was not under common control during the comparative period. The corporate structure as at December 31, 2023 is depicted below: BioNexus Gene Lab Corp. a Wyoming company 100% owned 100% owned MRNA Scientific Sdn. Bhd. (formerly “Bionexus Gene Lab Sdn. Bhd.”), a Malaysian company Chemrex Corporation Sdn.
The comparative financial statements were not adjusted retrospectively as Chemrex was not under common control during the comparative period. The corporate structure as at December 31, 2024 is depicted below: BioNexus Gene Lab Corp. a Wyoming company 100% owned 100% owned MRNA Scientific Sdn. Bhd. (formerly known as “BioNexus Gene Lab Sdn. Bhd.”), a Malaysian company Chemrex Corporation Sdn.
During the period, the Company did not have any material recognizable subsequent events. During the year, there was no subsequent event that required recognition or disclosure, except for those previously disclosed. F-23
During the period, the Company did not have any material recognizable subsequent events. During the year, there was no subsequent event that required recognition or disclosure, except for those previously disclosed.
F-9 BIONEXUS GENE LAB CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND BioNexus Gene Lab Corp. (the “Company”) was incorporated in the State of Wyoming on May 12, 2017.
F-9 Table of Contents BIONEXUS GENE LAB CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND BioNexus Gene Lab Corp. (the “Company”) was incorporated in the State of Wyoming on May 12, 2017.
The principal annual rates used are as follows: Principal Categories Annual Rates Air conditioner 20 % Buildings 2 % Computer and software 33 % Equipment 20 % Furniture and fittings 10% to 20 % Lab Equipment 10 % Motor vehicle 10% to 20 % Office equipment 20 % Renovation 10% to 20 % Signboard 10 % Leasehold lands are depreciated over the period of lease term.
The principal annual rates used are as follows: Principal Categories Annual Rates Air conditioner 20 % Buildings 2 % Computer and software 33 % Equipment 20 % Furniture and fittings 10% to 20 % Lab Equipment 10 % Motor vehicle 10% to 20 % Office equipment 20 % Renovation 10% to 20 % Signboard 10 % Solar PV System 20 % Machinery 10 % Leasehold lands are depreciated over the period of lease term.
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 AND 2022 (Currency expressed in United States Dollars (“US$”)) (Audited) As of December 31, December 31, Note 2023 2022 STOCKHOLDERS’ EQUITY As at December 31, 2023, common stock, no par value; 300,000,000 shares authorized and 17,667,663 shares outstanding, and preferred stock, no par value; 30,000,000 shares authorized and no shares outstanding.
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) As of December 31, December 31, Note 2024 2023 STOCKHOLDERS’ EQUITY As at December 31, 2024, common stock, no par value; 300,000,000 shares authorized and 17,967,663 shares outstanding, and preferred stock, no par value; 30,000,000 shares authorized and no shares outstanding.
F-13 BIONEXUS GENE LAB CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022 (Currency expressed in United States Dollars (“US$”)) (Audited) ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclosed in their financial statements uncertain tax positions taken or expected to be taken on a tax return.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclosed in their financial statements uncertain tax positions taken or expected to be taken on a tax return.
On August 23, 2017, the Company acquired all the outstanding capital stock of Bionexus Gene Lab Sdn. Bhd., a Malaysian corporation (“BioNexus Malaysia”) MRNA Scientific Malaysia was incorporated in Malaysia on April 7, 2015 which it then subsequently changed its name to MRNA Scientific Sdn. Bhd. (MRNA Scientific). on September 19, 2023.
On August 23, 2017, the Company acquired all the outstanding capital stock of BioNexus Gene Lab Sdn. Bhd., incorporated in Malaysia on April 7, 2015 which then subsequently changed its name to MRNA Scientific Sdn. Bhd. (MRNA Scientific) on September 19, 2023.
Translation of amounts from RM (MYR) into US$1.00 has been made at the following exchange rates for the respective years: December 31, December 31, 2023 2022 Year-end US$1.00: MYR exchange rate 4.5900 4.3900 January 1, January 1, 2023 to 2022 to December 31, December 31, 2023 2022 Yearly average US$1.00: MYR exchange rate 4.5658 4.3996 F-14 BIONEXUS GENE LAB CORP.
Translation of amounts from RM (MYR) into US$1.00 has been made at the following exchange rates for the respective years: December 31, December 31, 2024 2023 Year-end US$1.00: MYR exchange rate 4.4755 4.5900 January 1, January 1, 2024 to 2023 to December 31, December 31, 2024 2023 Yearly average US$1.00: MYR exchange rate 4.5710 4.5658 F-14 Table of Contents BIONEXUS GENE LAB CORP.
See accompanying notes to the consolidated financial statements. F-5 BIONEXUS GENE LAB CORP.
See accompanying notes to the consolidated financial statements. F-5 Table of Contents BIONEXUS GENE LAB CORP.
NOTE 14 – SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2023 up through April 15, 2024 of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 15 – SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2024 up through April 15, 2025 of these consolidated financial statements.
Bhd., a Malaysian Company F-10 BIONEXUS GENE LAB CORP.
Bhd., a Malaysian Company F-10 Table of Contents BIONEXUS GENE LAB CORP.
Public Offering & Nasdaq Listing On July 20, 2023, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Network 1 Financial Securities, Inc., as underwriter (the "Underwriter") pursuant to which the Company agreed to issue and sell, in a firm commitment underwritten public offering by the Company (the "Offering") of 1,250,000 shares of common stock, no par value, priced at a public offering price of $4.00 per share.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) Public Offering & Nasdaq Listing On July 20, 2023, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Network 1 Financial Securities, Inc., as underwriter (the "Underwriter") pursuant to which the Company agreed to issue and sell, in a firm commitment underwritten public offering by the Company (the "Offering") of 1,250,000 shares of common stock, no par value, priced at a public offering price of $4.00 per share.
Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. Freehold land is not depreciated.
Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. Freehold land is not depreciated. Property, plant and equipment under construction are not depreciated until the assets are ready for their intended use.
As at December 31, 2022, common stock, no par value; 300,000,000 shares authorized and 14,476,513 shares outstanding, and preferred stock, no par value 30,000,000 shares authorized and no shares outstanding (on a post-reverse stock split basis)*. 10 $ 17,191,315 $ 10,929,574 Additional paid in capital (5,011,891 ) (5,011,891 ) Accumulated surplus (1,844,278 ) 1,156,392 Accumulated other comprehensive losses (677,294 ) (409,062 ) TOTAL STOCKHOLDERS’ EQUITY 9,657,852 6,665,013 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 11,399,793 $ 8,740,162 * Issued and outstanding shares of common stock have been adjusted for the periods prior to July 20, 2023, to reflect the 12-for-1 reverse stock split effected on that date on a retroactive basis as described in Note 10.
As at December 31, 2023, common stock, no par value; 300,000,000 shares authorized and 17,667,663 shares outstanding, and preferred stock, no par value 30,000,000 shares authorized and no shares outstanding (on a post-reverse stock split basis)*. 12 $ 17,332,315 $ 17,191,315 Additional paid in capital (5,011,891 ) (5,011,891 ) Accumulated deficit (3,442,620 ) (1,844,278 ) Accumulated other comprehensive losses (555,000 ) (677,294 ) TOTAL STOCKHOLDERS’ EQUITY 8,322,804 9,657,852 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 10,433,848 $ 11,399,793 * Issued and outstanding shares of common stock have been adjusted for the periods prior to July 20, 2023, to reflect the 12-for-1 reverse stock split effected on that date on a retroactive basis as described in Note 12.
F-6 BIONEXUS GENE LAB CORP CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022 (Currency expressed in United States Dollars (“US$”)) (Audited) Common stock Accumulated Additional other Number of paid in Accumulated comprehensive Total shares Amount capital surplus loss Equity Balance as of January 1, 2022 14,268,180 $ 10,779,574 $ (5,011,891 ) $ 1,512,358 $ (100,262 ) $ 7,179,779 Issuance of shares 208,333 150,000 - - - 150,000 Net loss for the year - - - (355,966 ) - (355,966 ) Foreign currency translation loss - - - - (308,800 ) (308,800 ) Balance as of December 31, 2022 14,476,513 $ 10,929,574 $ (5,011,891 ) $ 1,156,392 $ (409,062 ) $ 6,665,013 Impacts arising from application of Topic 326 - - - (371,627 ) - (371,627 ) Balance as of January 1, 2022 (restated) 14,476,513 $ 10,929,574 $ (5,011,891 ) $ 784,765 $ (409,062 ) $ 6,293,386 Round up shares 1,044,351 1,046 - - - 1,046 Issuance of shares* 1,437,500 5,750,000 - - - 5,750,000 Issuance of shares# 709,299 510,695 - - - 510,695 Net loss for the year - - - (2,629,043 ) - (2,629,043 ) Foreign currency translation loss - - - - (268,232 ) (268,232 ) Balance as of December 31, 2023 17,667,663 $ 17,191,315 $ (5,011,891 ) $ (1,844,278 ) $ (677,294 ) $ 9,657,852 Share activity (number of shares or both number and amount of shares) has been adjusted for the periods shown to reflect the 12-for-1 reverse stock split effected on July 20, 2023, on a retroactive basis as described in Note 10. * 1,437,500 shares of common stock were issued to underwriter. # 834,299 shares of common stock were issued to professional parties, subsequently 125,000 shares of common stock were cancelled during the year.
F-6 Table of Contents BIONEXUS GENE LAB CORP CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) Common stock Number Additional Accumulated Accumulated other Total of paid in surplus/ comprehensive stockholders’ shares Amount capital (deficit) losses equity Balance as of December 31, 2022 14,476,513 $ 10,929,574 $ (5,011,891 ) $ 1,156,392 $ (409,062 ) $ 6,665,013 Impacts arising from application of Topic 326 - - - (371,627 ) - (371,627 ) Balance as of January 1, 2023 (restated) 14,476,513 $ 10,929,574 $ (5,011,891 ) $ 784,765 $ (409,062 ) $ 6,293,386 Round up shares 1,044,351 1,046 - - - 1,046 Issuance of shares* 1,437,500 5,750,000 - - - 5,750,000 Issuance of shares# 709,299 510,695 - - - 510,695 Net loss for the year - - - (2,629,043 ) - (2,629,043 ) Foreign currency translation loss - - - - (268,232 ) (268,232 ) Balance as of December 31, 2023 17,667,663 $ 17,191,315 $ (5,011,891 ) $ (1,844,278 ) $ (677,294 ) $ 9,657,852 Share activity (number of shares or both number and amount of shares) has been adjusted for the periods shown to reflect the 12-for-1 reverse stock split effected on July 20, 2023, on a retroactive basis * 1,437,500 shares of common stock were issued to the underwriter. # 834,299 shares of common stock were issued to professional parties and board members Common stock Accumulated Number of Additional paid in Accumulated other comprehensive Total stockholders’ shares Amount capital deficit (losses)/gain equity Balance as of January 1, 2024 17,667,663 $ 17,191,315 $ (5,011,891 ) $ (1,844,278 ) $ (677,294 ) $ 9,657,852 Issuance of shares@ 300,000 141,000 - - - 141,000 Net loss for the year - - - (1,598,342 ) - (1,598,342 ) Foreign currency translation gain - - - - 122,294 122,294 Balance as of December 31, 2024 17,967,663 $ 17,332,315 $ (5,011,891 ) $ (3,442,620 ) $ (555,000 ) $ 8,322,804 @ 300,000 shares of common stock were issued for professional services rendered See accompanying notes to the consolidated financial statements.
Actual results may differ from these estimates. ☐ Cash and cash equivalents Cash and cash equivalents represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. ☐ Trade receivables Trade receivables were recorded at the invoiced amount and Chemrex did charge interest to certain debtors with overdue outstanding.
Actual results may differ from these estimates. ☐ Cash and cash equivalents Cash and cash equivalents represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
The principal office address is Unit 02 Level 10, Tower B, Vertical Business Suite, No. 8 Jalan Kerinchi, Bangsar South, 59200 Kuala Lumpur, Malaysia, our lab is located at Lab 353, Chemical Science Centre, University Science Malaysia, George Town, Penang, Malaysia. We also have a blood collection center located at 1st floor, Lifecare Medical Centre, Kuala Lumpur, Malaysia.
The principal office address is Unit A-28-7, Level 28, Tower A, Menara UOA Bangsar, No.5 Jalan Bangsar Utama 1, Kuala Lumpur, Malaysia, our lab is located at Lab 353, Chemical Science Centre, University Science Malaysia, George Town, Penang, Malaysia. We also have a blood collection center located at 1st floor, Lifecare Medical Centre, Kuala Lumpur, Malaysia.
The Revised Reverse Stock Split was approved and authorized by a majority of the Company’s stockholder on May 8, 2023 and by the Board of Directors of the Company on May 8, 2023.
The Revised Reverse Stock Split was approved and authorized by a majority of the Company’s stockholders on May 8, 2023 and by the Board of Directors of the Company on May 8, 2023. F-24 Table of Contents BIONEXUS GENE LAB CORP.
From July 20, 2023 to August 4, 2023, an aggregate total of 1,044,351 shares of common stock were issued as part of the round-up exercise to the reverse stock split.
From July 20, 2023 to August 4, 2023, an aggregate total of 1,044,351 shares of common stock were issued as part of the round-up exercise to the reverse stock split. In August 2024, 300,000 shares of common stock were issued to professional parties or service providers in lieu of cash for services rendered.
Companies are also considered to be related if they are subject to common control or common significant influence. ☐ Fair value of financial instruments The carrying value of the Company’s financial instruments: cash and cash equivalents, trade receivable, deposits and other receivables, amount due to related parties and other payables approximate at their fair values because of the short-term nature of these financial instruments The Company also follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures ” ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value.
Companies are also considered to be related if they are subject to common control or common significant influence. ☐ Fair value of financial instruments The Company follows the guidance of the ASC Topic 820-10, “ Fair Value Measurements and Disclosures ” ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value.
Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased.
Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated net realizable value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment.
As of December 31, December 31, 2023 2022 Trade receivables 2,107,182 2,868,364 Allowances for expected credit losses (1,314,427 ) - Foreign translation differences (6,919 ) $ 799,674 $ 2,868,364 Movement for trade receivables allowance for impairment accounts: 2023 2022 At January 1 - - Impacts arising from application of Topic 326 371,627 - At January 1, (restated) 371,627 - Charge for the year 942,800 - Foreign translation differences (6,919 ) - At December 31 $ 1,307,508 $ - F-16 BIONEXUS GENE LAB CORP.
As of December 31, December 31, 2024 2023 Trade receivables 1,894,448 2,107,182 Allowances for expected credit losses (508,542 ) (1,314,427 ) Foreign translation differences (9,335 ) 6,919 Total trade receivables, net $ 1,376,571 $ 799,674 Movement for trade receivables allowance for impairment accounts: As of December 31, December 31, 2024 2023 At January 1, 2024 and January 1, 2023 1,307,508 - Impacts arising from application of Topic 326 - 371,627 At January 1, 2024 and January 1, 2023, (restated) 1,307,508 371,627 Provision for expected credit losses 883,533 942,800 Recoveries for expected credit losses (1,689,412 ) - Foreign translation differences 16,258 (6,919 ) At December 31, 2024 and 2023 $ 517,877 $ 1,307,508 F-17 Table of Contents BIONEXUS GENE LAB CORP.
ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows: · Level 1 : Observable inputs such as quoted prices in active markets; · Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and · Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions As of December 31, 2023, and December 31, 2022, the Company did not have any non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis. ☐ Recent accounting pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. ☐ Recently Adopted Accounting Standards In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology.
ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows: · Level 1 : Observable inputs such as quoted prices in active markets; · Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and · Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions The carrying value of the Company’s financial instruments: cash and bank balances, fixed deposits placed with financial institutions, trade receivable, other receivables, deposits, trade payables, other payables and accrued liabilities, advance payment from customers and amount owing to directors approximate at their fair values because of the short-term nature of these financial instruments As of December 31, 2024, and December 31, 2023, the Company did not have any non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis. ☐ Recent accounting pronouncements The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”).
See accompanying notes to the consolidated financial statements. F-7 BIONEXUS GENE LAB CORP.
See accompanying notes to the consolidated financial statements.
Through subsequent negotiations, MRNA Scientific has been offered a without prejudice settlement of RM350,000 (Approx $76,000 USD) via a letter from the suppliers’ legal counsel, dated March 21st, 2024. MRNA Scientific Management is currently reviewing the merits of this settlement offer and its legal options to resolve the issue expeditiously.
Through subsequent negotiations, MRNA Scientific has been offered a without prejudice settlement of MYR350,000 (approximately USD $76,000) via a letter from the suppliers’ legal counsel, dated March 21, 2024.
NOTE 6 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: As of December 31, December 31, 2023 2022 Air conditioner $ 1,124 $ 1,124 Computer and software 3,923 2,516 Equipment 60,412 60,525 Furniture and fittings 100,118 87,122 Lab equipment 320,102 320,102 Land and buildings 1,506,969 1,506,969 Motor vehicle 161,148 137,914 Office equipment 33,914 38,213 Renovation 98,597 107,414 Signboard 806 704 Capital Work In Progress 109,509 - 2,396,622 2,262,603 (Less): Accumulated depreciation (659,115 ) (616,913 ) Add: Foreign translation differences (225,889 ) (133,982 ) Property, plant and equipment, net $ 1,511,618 $ 1,511,708 During the year ended December 31, 2023 and 2022, the Company recorded depreciation of $83,253 and $91,427, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 6 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: As of December 31, December 31, 2024 2023 Air conditioner $ 1,124 $ 1,124 Computer and software 5,880 3,923 Equipment 65,214 60,412 Furniture and fittings 98,883 100,118 Lab equipment 320,102 320,102 Land and buildings 1,506,969 1,506,969 Motor vehicle 161,148 161,148 Office equipment 37,604 33,914 Renovation 101,137 98,597 Signboard 806 806 Solar PV System 16,935 - Machinery 190,341 - *Capital Work In Progress - 109,509 2,506,143 2,396,622 (Less): Accumulated depreciation (756,976 ) (659,115 ) (Less): Accumulated impairment (40,173 ) - Add: Foreign translation differences (186,004 ) (225,889 ) Property, plant and equipment, net $ 1,522,990 $ 1,511,618 During the year ended December 31, 2024 and 2023, the Company recorded depreciation of $104,160 and $83,253, respectively. *includes an amount of $109,509 as explained in Note 14 F-21 Table of Contents BIONEXUS GENE LAB CORP.
NOTE 9 – CONCENTRATION OF RISKS a) Major customers There are no major customers who accounted for 10% or more of the Company’s revenue for the financial year ended December 31, 2023 and December 2022. b) Major suppliers For year ended December 31, 2023 and 2022, the suppliers who accounted for 10% or more of the Company’s cost of sales and their balances at year ended are presented as follows: 2023 2022 2023 2022 2023 2022 Purchase Percentage of purchases Accounts payable trade Vendor A $ 1,467,381 $ 1,425,867 17.38 % 14.75 % $ 252,435 $ 389,697 Vendor B $ 1,439,569 $ 1,424,476 17.05 % 14.73 % $ 354,170 $ 509,031 Vendor C $ 1,224,113 $ 1,171,511 14.50 % 12.12 % $ 208,186 $ 366,764 $ 4,131,063 $ 4,021,854 48.93 % 41.60 % $ 814,791 $ 1,265,492 F-20 BIONEXUS GENE LAB CORP.
NOTE 11 – CONCENTRATION OF RISKS a) Major customers There are no major customers who accounted for 10% or more of the Company’s revenue for the financial year ended December 31, 2024 and December 2023. b) Major suppliers For year ended December 31, 2024 and 2023, the suppliers who accounted for 10% or more of the Company’s cost of sales and their balances at year ended are presented as follows: 2024 2023 2024 2023 2024 2023 Purchase Percentage of purchases Accounts payable trade Vendor A $ 1,635,124 $ 1,439,569 19.89 % 17.05 % $ 512,811 $ 354,170 Vendor B $ 1,321,889 $ 1,224,113 16.08 % 14.50 % $ 168,302 $ 208,186 Vendor C $ 1,138,814 $ 1,467,381 13.85 % 17.38 % $ 160,521 $ 252,435 $ 4,095,827 $ 4,131,063 49.82 % 48.93 % $ 841,634 $ 814,791 NOTE 12– STOCKHOLDERS’ EQUITY As at December 31, 2024 and 2023, the Company issued and outstanding, common stock is 17,967,663 and 17,667,663 shares respectively.
When properties are disposed of, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is reported in the period the transaction takes place. Fully depreciated plant and equipment are retained in the financial statements until they are no longer in use. F-12 BIONEXUS GENE LAB CORP.
Fully depreciated plant and equipment are retained in the financial statements until they are no longer in use. F-12 Table of Contents BIONEXUS GENE LAB CORP.
NOTE 13 - CONTINGENT ASSETS On January 12th, 2024 our subsidiary, MRNA Scientific issued a termination notice to one of our suppliers for failing to deliver hardware of merchantable quality, for a contract with the value of RM500,000 (Approx $109,000 USD).
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 14 - SIGNIFICANT EVENTS On January 12, 2024, our subsidiary, MRNA Scientific issued a termination notice to one of our suppliers for failing to deliver hardware of merchantable quality, for a contract with the value of MYR500,000 (approximately USD $109,000).
The account receivables are interest bearing at a rate of 6% per annum on Interlink Techno started in May 2021 till June 2023. From July 2023 onwards, Chemrex had increased the interest to 8.4%. Chemrex imposed 6% per annum interest on Mawintech Sdn Bhd since May 2021 till to date.
Certain receivables are interest-bearing. Specifically, Intralink Techno was charged with interest at 6% per annum from May 2021 to June 2023. From July 2023 onwards, the Company increased its interest rate to 8.4%.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022 (Currency expressed in United States Dollars (“US$”)) (Audited) Other information: As of As of December 31, December 31, Cash paid for amounts included in the measurement of lease liabilities: 2023 2022 Operating cash flow from operating leases $ 76,620 $ (126,686 ) Right of use assets obtained in exchange for operating lease liabilities 141,544 55,730 Remaining lease term for operating leases (years) 4.5 4 Weighted average discount rate for operating leases $ 6.53 % $ 6.40 % Lease expenses for the year ended December 31, 2023 and 2022 were $5,613 and $4,913 respectively.
As of December 31, December 31, 2024 2023 Supplemental Cash Flow Disclosures: Cash paid for amounts included in the measurement of lease liabilities: Lease payment – operating leases $ (56,598 ) $ (39,798 ) Operating lease liabilities obtained in exchange for operating lease assets 145,736 113,279 Other information: Weighted average remaining lease term for operating lease (years) 4.42 4.5 Weighted average discount rate for operating lease 6.65 % 6.53 % (4) Lease expenses for the year ended December 31, 2024 and 2023 were $60,778 and $30,783 respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022 (Currency expressed in United States Dollars (“US$”)) (Audited) ☐ Leases Prior to January 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) Accounting Standards Adopted in 2024 Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022 (Currency expressed in United States Dollars (“US$”)) (Audited) Year ended December 31, 2023 2022 REVENUE $ 9,770,806 $ 10,928,707 COST OF REVENUE (8,441,308 ) (9,669,678 ) GROSS PROFIT 1,329,498 1,259,029 OTHER INCOME 486,036 179,283 OPERATING EXPENSES General and administrative (4,409,122 ) (1,729,489 ) LOSS FROM OPERATIONS (2,593,588 ) (291,177 ) FINANCE COSTS (13,929 ) (12,479 ) LOSS BEFORE TAX (2,607,517 ) (303,656 ) Tax expense: Deferred tax 17,359 (3,898 ) Income tax (38,885 ) (48,412 ) Total tax expense (21,526 ) (52,310 ) NET LOSS $ (2,629,043 ) $ (355,966 ) Other comprehensive income: Foreign currency translation loss (268,232 ) (308,800 ) COMPREHENSIVE LOSS $ (2,897,275 ) $ (664,766 ) Earnings per share - Basic and diluted (0.183 ) (0.046 ) Weighted average shares outstanding and per share amount have been adjusted for the periods shown to reflect the 12-for-1 reverse stock split effected on July 20, 2023, on a retroactive basis as described in Note 10. 15,875,455 14,409,733 See accompanying notes to the consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) Year ended December 31, Note 2024 2023 REVENUE (including $112,556 and $106,919 of revenue from related parties for the year ended December 31, 2024 and 2023 respectively) 9 $ 9,510,646 $ 9,770,806 COST OF REVENUE (including $297,736 and $184,433 of cost of revenue from related parties for the years ended December 31, 2024 and 2023, respectively) (8,221,125 ) (8,441,308 ) GROSS PROFIT 1,289,521 1,329,498 OTHER INCOME Dividend income 68,130 61,409 Interest income 147,641 68,675 Fair value gain on investments in equity securities 69,476 306,614 Gain on disposal of investments in equity securities 38,409 7,245 Reversal of expected credit losses 1,689,412 - Others 59,405 42,093 TOTAL OTHER INCOME 2,072,473 486,036 OPERATING EXPENSES Sales and marketing (2,030,684 ) (596,858 ) Research and development (47,511 ) (54,982 ) General and administrative (including $1,969 and nil of rental expenses to related party for the years ended December 31, 2024 and 2023, respectively) (1,973,968 ) (2,442,855 ) Provision for expected credit losses (883,533 ) (1,314,427 ) TOTAL OPERATING EXPENSES (4,935,696 ) (4,409,122 ) LOSS FROM OPERATIONS (1,573,702 ) (2,593,588 ) FINANCE COSTS (21,146 ) (13,929 ) LOSS BEFORE TAX (1,594,848 ) (2,607,517 ) Tax expense: Deferred tax 12,305 17,359 Income tax (15,799 ) (38,885 ) Tax expense (3,494 ) (21,526 ) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (1,598,342 ) $ (2,629,043 ) Other comprehensive income/(loss): Foreign currency translation gain/(loss) 122,294 (268,232 ) COMPREHENSIVE LOSS $ (1,476,048 ) $ (2,897,275 ) Earnings per share - Basic and diluted (0.090 ) (0.166 ) Weighted average number of common stocks outstanding, Basic and Diluted 17,818,483 15,875,455 # Weighted average shares outstanding and per share amount have been adjusted for the periods shown to reflect the 12-for-1 reverse stock split effected on July 20, 2023, on a retroactive basis as described in Note 12.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 7 – OTHER INVESTMENTS As of As of December 31, December 31, 2023 2022 As of beginning of the year $ 1,150,898 $ 749,027 Addition during the year 320,733 511,706 Disposal during the year (26,146 ) - Written off during the year - (1,776 ) Fair value gain 313,859 (70,628 ) Impairment on other investment (6,194 ) - Foreign exchange translation (53,319 ) (37,431 ) As of end of the year $ 1,699,831 $ 1,150,898 The other investments consist of the following shares: As of December 31, December 31, Investment in quoted shares: 2023 2022 Malaysia 1,138,863 659,970 Singapore 79,577 101,426 Hong Kong 481,391 389,502 $ 1,699,831 $ 1,150,898 NOTE 8 – TRADE PAYABLES Trade payables are amounts billed to the Company by suppliers for goods and services in the ordinary course of business.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 7 – INVESTMENTS IN EQUITY SECURITIES As of December 31, December 31, 2024 2023 As of beginning of the year $ 1,699,831 $ 1,150,898 Addition during the year 492,732 320,733 Disposal during the year (1,030,368 ) (26,146 ) Fair value gains 69,476 313,859 Impairment during the year - (6,194 ) Foreign exchange translation 33,495 (53,319 ) As of end of the year $ 1,265,166 $ 1,699,831 For the year ended December 31, 2024 and 2023, the net fair value gains on the investments in equity securities were $69,476 and $313,859 recorded in other income of the Consolidated Statements of Operations and Comprehensive Income/(Loss).
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022 (Currency expressed in United States Dollars (“US$”))(CONT’D) (Audited) CASH AND CASH EQUIVALENTS INFORMATION: Fixed deposits placed with financial institutions $ 3,305,371 $ 1,507,015 Cash and bank balances 2,623,965 611,849 Cash and cash equivalents, end of financial year 5,929,336 2,118,864 Supplementary cash flow information: Interest paid $ (13,929 ) $ (12,479 ) Income tax refunded 312 - Income tax paid (66,973 ) (170,447 ) See accompanying notes to the consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”))(CONT’D) (Audited) Cash flows from financing activities: Advances from directors 3,975 13,199 Share-based compensation 141,000 511,740 Shares subscriptions - 5,750,000 Net cash generated from financing activities 144,975 6,274,939 Foreign currency translation adjustment 40,339 (259,679 ) NET CHANGE IN CASH AND CASH EQUIVALENTS (1,630,744 ) 2,398,846 CASH AND CASH EQUIVALENTS, BEGINNING OF FINANCIAL YEAR 4,517,710 2,118,864 CASH AND CASH EQUIVALENTS, END OF FINANCIAL YEAR $ 2,886,966 $ 4,517,710 CASH AND CASH EQUIVALENTS INFORMATION: Fixed deposits placed with financial institutions with original maturities of three months or less $ 1,303,487 $ 1,893,745 Cash at bank 1,583,479 2,623,965 Cash and cash equivalents, end of financial year 2,886,966 4,517,710 Supplementary cash flow information: Interest paid $ (9,351 ) $ (8,877 ) Income tax refunded - 312 Income tax paid (40,380 ) (66,973 ) See accompanying notes to the consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 3 – TRADE RECEIVABLES The Company has performed an analysis on all its trade receivables. As such, trade receivables are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 3 – TRADE RECEIVABLES The Company’s trade receivables represent amounts due from customers that are unrelated parties and related parties of $47,272 and $4,520 respectively for year 2024 and 2023.
As of December 31, 2023 and 2022 operating lease right of use assets as follows: As of As of December 31, December 31, 2023 2022 Balance as of December 31, 2022 $ 55,730 $ 41,090 Add: Addition of right of use assets 113,279 32,281 Less: accumulated amortization (25,038 ) (15,534 ) Foreign translation differences (2,428 ) (2,107 ) Balance as of December 31, 2023 $ 141,544 $ 55,730 As of December 31, 2023 and 2022 operating lease liabilities as follows: As of As of December 31, December 31, 2023 2022 Balance as of beginning of the year $ 56,775 $ 42,909 Add: Addition of lease liabilities 113,279 30,770 Less: gross repayment (39,798 ) (19,618 ) Add: imputed interest 5,613 4,913 Foreign translation differences (2,474 ) (2,199 ) Balance as of end of the year 133,395 56,775 Less: lease liabilities current portion (34,632 ) (16,569 ) Lease liabilities non-current portion $ 98,763 $ 40,206 As of December 31, 2023 and 2022, the maturities of the operating lease obligation are as follows: As of As of December 31, December 31, Years ending December 31: 2023 2022 2023 - 16,569 2024 34,632 17,048 2025 30,304 11,209 2026 32,353 11,949 2027 22,361 - 2028 13,745 - Total $ 133,395 $ 56,775 The amortization of the operating lease right of use asset for the year ended December 31, 2023 and 2022 were $25,170 and $13,992, respectively.
As of December 31, 2024 and 2023 operating lease right-of-use assets as follows: As of December 31, December 31, 2024 2023 Balance as of December 31, 2023 $ 141,544 $ 55,730 Add: Addition of right-of-use assets (1) 145,736 113,279 Less: amortization (2) (48,983 ) (25,038 ) Less: lease termination (3) (25,093 ) - Foreign translation differences 2,039 (2,427 ) Balance as of December 31, 2024 $ 215,243 $ 141,544 As of December 31, 2024 and 2023 operating lease liabilities as follows: As of December 31, December 31, 2024 2023 Balance as of beginning of the year $ 133,395 $ 56,775 Add: addition of lease liabilities (1) 145,736 113,279 Less: gross repayment (56,598 ) (39,798 ) Add: imputed interest (4) 11,795 5,613 Less: lease termination (3) (25,679 ) - Foreign translation differences 1,908 (2,474 ) Balance as of end of the year 210,557 133,395 Less: lease liabilities current portion (50,816 ) (34,632 ) Lease liabilities non-current portion $ 159,741 $ 98,763 F-19 Table of Contents BIONEXUS GENE LAB CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022 (Currency expressed in United States Dollars (“US$”)) (Audited) Year Ended December 31, 2023 2022 Cash flows from operating activities: Net loss $ (2,629,043 ) $ (355,966 ) Adjustments to reconcile net profit to net cash (used in)/generated from operating activities: Amortization of right of use asset 25,170 13,992 Allowances for expected credit losses 942,800 - Bad debts 6,261 4,165 Depreciation of property, plant and equipment 83,253 91,427 Dividend income (61,409 ) (115,379 ) Fair value gain on other investments (313,859 ) 70,628 Loss on written off of other investments - 1,776 Impairment on other investment 6,194 - Interest 8,877 7,794 Property, plant and equipment written off 18 - Share-base compensation 511,740 - Stock written off 424 - Operating loss before working capital changes (1,419,574 ) (281,563 ) Changes in operating assets and liabilities: Inventories (160,387 ) 544,108 Trade and other receivables 650,810 538,646 Deferred cost of revenue - 67,606 Trade and other payables (381,293 ) (119,695 ) Advance payment from customer (23,123 ) (7,184 ) Deferred revenue - (77,276 ) Operating lease liabilities 76,620 (126,686 ) Tax recoverable (44,648 ) 13,866 Cash (used in)/generated from operating activities (1,301,595 ) 551,822 Cash flows from investing activities: Acquisition of other investment (320,733 ) (511,706 ) Dividend income 61,409 115,379 Purchase of plant and equipment (149,398 ) (54,171 ) Proceeds from disposal of other investments 26,146 - Net cash used in investing activities (382,576 ) (450,498 ) Cash flows from financing activities: Interest (8,877 ) (7,794 ) Repayment of finance lease - (34,038 ) Repayments to directors 13,199 - Shares subscriptions 5,750,000 150,000 Net cash generated from financing activities 5,754,322 108,168 Foreign currency translation adjustment (259,679 ) (214,547 ) NET CHANGE IN CASH AND CASH EQUIVALENTS 3,810,472 (5,055 ) CASH AND CASH EQUIVALENTS, BEGINNING OF FINANCIAL YEAR 2,118,864 2,123,919 CASH AND CASH EQUIVALENTS, END OF FINANCIAL YEAR $ 5,929,336 $ 2,118,864 F-8 BIONEXUS GENE LAB CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) Year Ended December 31, 2024 2023 Cash flows from operating activities: Net loss $ (1,598,342 ) $ (2,629,043 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of right-of-use asset 48,983 25,170 Allowances for expected credit losses 883,533 942,800 Recoveries for expected credit losses (1,689,412 ) - Bad debts written off 6,344 6,261 Depreciation of property, plant and equipment 104,160 83,253 Dividend income (68,130 ) (61,409 ) Fair value gain on investments in equity securities (69,476 ) (306,614 ) Loss arising from settlement of supplier contract dispute 29,534 - Gain on disposal of investments in equity securities (38,409 ) (7,245 ) Loss on lease termination 1,384 - Impairment on investments in equity securities - 6,194 Impairment on property 40,173 - Property, plant and equipment written off - 18 Stock written off - 424 Operating loss before working capital changes (2,349,658 ) (1,940,191 ) Changes in operating assets and liabilities: Inventories (250,854 ) (160,387 ) Trade and other receivables 147,760 650,810 Trade and other payables 204,342 (381,293 ) Advance payment from customer 95,879 (23,123 ) Operating lease liabilities (42,895 ) 76,620 Tax (liabilities)/recoverable (38,834 ) (44,648 ) Net cash used in operating activities (2,234,260 ) (1,822,212 ) Cash flows from investing activities: Acquisition of investments in equity securities (492,732 ) (320,733 ) Dividend income 68,130 61,409 Change in fixed deposits placed with original maturities more than three months (78,835 ) (1,411,626 ) Purchase of plant and equipment (226,989 ) (149,398 ) Proceeds from disposal of investments in equity securities 1,068,777 26,146 Proceeds from settlement of supplier contract dispute 79,851 - Net cash generated from/(used in) investing activities 418,202 (1,794,202 ) F-8 Table of Contents BIONEXUS GENE LAB CORP.
An estimate for doubtful debts and expected credit losses is made when collection of the full amount is no longer probable. Bad debts are written off as identified for the quarter ended December 31, 2023. The Company’s trade receivables consist of receivable from customers which are unrelated to the Company.
Trade receivables are initially recognized at the invoiced amount and subsequently measured at amortized cost, net of an allowance for expected credit losses. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Trade receivables are written off when they are determined to be uncollectible, and all reasonable collection efforts have been exhausted.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022 (Currency expressed in United States Dollars (“US$”)) (Audited) ☐ Impairment of long-lived assets Long-lived assets primarily include goodwill, intangible assets and property, plant and equipment.
F-28 Table of Contents BIONEXUS GENE LAB CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) The 2024 Annual Meeting of Shareholders of BioNexus Gene Lab Corp. (the “Company”) was held on Friday, October 4, 2024 (“Annual Meeting”).
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 5 – OPERATING LEASE RIGHT OF USE ASSET AND LEASE LIABILITIES Right-of-use assets and lease liabilities are measured at present value of the lease payment over the lease term as of recognition with discount rate of 6.40% per annum effective date and 6.65% per annum effective date initial recognized date adopted from Malayan Banking (Maybank) Berhad's base rate as a reference for the discount rate, as this bank is the largest bank and national bank of Malaysia.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 5 – OPERATING LEASE RIGHT OF USE ASSET AND LEASE LIABILITIES The Company has operating lease arrangements for office space, lab, and motor vehicles in Malaysia with a term between two and five years, generally with option to renew the lease after that date.
As of December 31, December 31, 2023 2022 Tax Recoverable Local $ - $ - Foreign, representing Malaysia (57,588 ) (31,551 ) Tax Recoverable (57,588 ) (31,551 ) Income tax liabilities: Local - - Foreign, representing Malaysia - - Income tax liabilities - - Deferred tax liabilities: Local - - Foreign, representing Malaysia 12,255 30,866 Deferred tax liabilities 12,255 30,866 Total $ (45,333 ) $ (685 ) F-17 BIONEXUS GENE LAB CORP.
As of December 31, December 31, 2024 2023 Tax Recoverable Local $ - $ - Foreign, representing Malaysia (84,167 ) (57,588 ) Tax Recoverable (84,167 ) (57,588 ) Income tax liabilities: Local $ - $ - Foreign, representing Malaysia - - Income tax payables - - Deferred tax liabilities: Local $ - $ - Foreign, representing Malaysia - 12,255 Deferred tax liabilities - 12,255 Total (84,167 ) (45,333 ) Although the Company is domiciled in the United States, a substantial portion of its pre-tax income/(loss) is generated by its foreign subsidiaries.
Property, plant and equipment under construction are not depreciated until the assets are ready for their intended use Maintenance and repairs are charged to operations as incurred. Expenditures which substantially increase the useful lives of the related assets are capitalized.
Maintenance and repairs are charged to operations as incurred. Expenditures which substantially increase the useful lives of the related assets are capitalized. When properties are disposed of, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is reported in the period the transaction takes place.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 10– STOCKHOLDERS’ EQUITY As at December 31, 2023 and 2022, the Company issued and outstanding, common stock is 17,667,663 and 14,476,513 shares respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) ☐ Investments in equity securities The Company accounts for its investments that represent less than 20% ownership, and for which the Company does not have the ability to exercise significant influence, using ASC 321, Investments—Equity Securities.
Removed
All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. ☐ Use of estimates In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the periods reported.
Added
F-7 Table of Contents BIONEXUS GENE LAB CORP.
Removed
Management reviews the adequacy of the allowance for impairment on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history, and current economic conditions to adjust in the allowance when it is considered necessary.
Added
Acquired businesses are included in the consolidated financial statements from the dates of acquisition. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.
Removed
Trade balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. ☐ Inventories Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the first-in, first-out (FIFO) method.
Added
All inter-company accounts and transactions have been eliminated in consolidation. ☐ Going concern The accompanying consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
Removed
Write downs are recorded in cost of revenues in the Statement of Operations and Comprehensive Income. F-11 BIONEXUS GENE LAB CORP.
Added
As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2024, the Company recorded a net loss of $1,598,342 and negative cash outflows from operating activities of $2,234,260 and as of December 31, 2024, the Company incurred an accumulated deficit of $3,442,620.
Removed
Effective January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The Company adopted ASC 842 using a modified retrospective approach.
Added
These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Removed
As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. ☐ Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any.
Added
The Company’s ability to continue as a going concern is dependent upon improving its profitability and the ability secure external financing and fundraising. Management believes the external financing or fundraising will provide additional cash to meet the Company’s obligations as they become due.
Removed
In November 2019, the FASB issued ASU 2019-10 highlighted the adoption timeline. For smaller reporting entities, Topic 326 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, of which is effective for the Company on January 1, 2023.
Added
No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company.
Removed
Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecasts. Based on the aging categorization and the adjusted loss rate per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category.
Added
Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. ☐ Use of estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.
Removed
From January 1, 2023, the Company apply expected credit losses (“ECL”) model to determine impairment on trade receivables that are measured at amortized cost. This resulted a modified-retrospective transition approach that would require a cumulative-effect adjustment to the opening retained earnings in the consolidated statement of financial position as of January 1, 2023.
Added
Significant accounting estimates include certain assumptions related to allowance for credit losses for financial assets and impairment analysis of long-lived assets.
Removed
The following table reconciles the closing loss allowance measured incurred loss model as at December 31, 2022 to the opening loss allowance measured in accordance with the Topic 326 ECL model at January 1, 2023.
Added
The Company maintains cash balances with multiple financial institutions in Malaysia. Deposits at each institution are insured by the Malaysia Deposit Insurance Corporation (Perbadanan Insurans Deposit Malaysia or PIDM) up to RM250,000 (approximately USD 55,000) per depositor. From time to time, the Company’s cash balances may exceed these insured limits.
Removed
Consolidated Statement of Financial Position Reported as at December 31, 2022 Effect of adoption on ECL Restated as at January 1, 2023 Trade receivables $ 2,868,364 $ (371,627 ) $ 2,496,737 Retained earnings brought forward 1,156,392 (371,627 ) 784,765 F-15 BIONEXUS GENE LAB CORP.
Added
However, the Company has not incurred any losses on such accounts and believes it is not exposed to significant risk. The Company actively monitors the balances held with these financial institutions and considers the likelihood of loss to be remote. ☐ Trade receivables Trade receivables are recorded at the invoiced amount and are generally non-interest bearing.
Removed
The normal trade credit term is generally on 30 days to 90 days term.
Added
However, interest may be imposed on extended credit terms or overdue balances. The Company recognizes an allowance for credit losses in accordance with ASC 326, Financial Instruments – Credit Losses, using an expected credit loss (ECL) model.
Removed
A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.
Added
The allowance for credit losses is measured based on historical collection experience, aging of receivables, customer-specific credit risk, and current and expected future economic conditions. The Company disaggregates its trade receivables by customer type, as management has determined that risk profiles vary based on the industry and nature of the customer.
Removed
All amounts have short-term repayment terms and vary by supplier.
Added
For each customer type, the Company applies a historical loss rate matrix, adjusted for forward-looking information and macroeconomic trends relevant to the industries in which customers operate. In addition to the collective assessment, specific allowances are established for customers with known financial difficulties or higher risk of default, based on a review of individual outstanding invoices and relevant credit information.
Removed
NOTE 11 – SEGMENTED INFORMATION At December 31, 2023, the Company (“BGLC”) operates in the biochemical industry segment through its two Malaysian subsidiaries, MRNA Scientific Malaysia (formerly known as Bionexus Gene Lab Sdn. Bhd.) and Chemrex. BioNexus Gene Lab Corp. a Wyoming company 100% owned MRNA Scientific Sdn. Bhd. (formerly “Bionexus Gene Lab Sdn.
Added
Trade receivables are written off against the allowance when all reasonable collection efforts have been exhausted and recovery is considered remote. The allowance for credit losses is recorded as a contra-asset account to trade receivables in the consolidated balance sheets, and changes to the allowance are recognized in the consolidated statement of operations and comprehensive income/(loss).
Removed
Bhd.”), a Malaysian company 100% owned Chemrex Corporation Sdn. Bhd., a Malaysian company F-21 BIONEXUS GENE LAB CORP.
Added
F-11 Table of Contents BIONEXUS GENE LAB CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) ☐ Inventories Inventories consisting of products available for sale are stated at the lower of cost or net realizable value.
Removed
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022 (Currency expressed in United States Dollars (“US$”)) (Audited) For year ended December 31, 2023, segmented revenue and net loss (Currency expressed in United States Dollars (“US$”) are as follows: MRNA Scientific Malaysia Chemrex BGLC Total Year ended December 31, 2023 REVENUE $ 24,219 $ 9,746,587 $ - $ 9,770,806 COST OF REVENUE (19,851 ) (8,421,457 ) - (8,441,308 ) GROSS PROFIT 4,368 1,325,130 - 1,329,498 OTHER INCOME 19,629 466,407 - 486,036 OPERATING EXPENSES General and administrative (245,747 ) (2,019,001 ) (2,144,374 ) (4,409,122 ) FINANCE COSTS (5,052 ) (8,877 ) - (13,929 ) LOSS BEFORE TAX (226,802 ) (236,341 ) (2,144,374 ) (2,607,517 ) Tax expense: Deferred tax 12,269 5,090 - 17,359 Income tax (2,613 ) (36,272 ) - (38,885 ) Total tax expense 9,656 (31,182 ) - (21,526 ) NET LOSS $ (217,146 ) $ (267,523 ) $ (2,144,374 ) $ (2,629,043 ) MRNA Scientific Malaysia Chemrex BGLC Total Year ended December 31, 2022 REVENUE $ 95,816 $ 10,832,891 $ - $ 10,928,707 COST OF REVENUE (51,465 ) (9,618,213 ) - (9,669,678 ) GROSS PROFIT 44,351 1,214,678 - 1,259,029 OTHER INCOME 8,830 170,453 - 179,283 OPERATING EXPENSES General and administrative (286,753 ) (1,051,855 ) (390,881 ) (1,729,489 ) FINANCE COSTS (5,657 ) (6,822 ) - (12,479 ) (LOSS)/PROFIT BEFORE TAX (239,229 ) 326,454 (390,881 ) (303,656 ) Tax expense: Deferred tax (1,428 ) (2,470 ) - (3,898 ) Income tax - (48,412 ) - (48,412 ) Total tax expense (1,428 ) (50,882 ) - (52,310 ) NET (LOSS)/PROFIT $ (240,657 ) $ 275,572 $ (390,881 ) $ (355,966 ) F-22 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022 (Currency expressed in United States Dollars (“US$”)) (Audited) As of December 31, 2023 and 2022 Total Assets Total Liabilities 2023 2022 2023 2022 BGLC & MRNA Scientific $ 4,723,449 $ 677,477 $ 260,119 $ 108,390 Chemrex 6,676,344 8,062,685 1,481,822 1,966,759 TOTAL 11,399,793 8,740,162 1,741,941 2,075,149 NOTE 12 - SIGNIFICANT EVENT Removal of Directors and Officers and Appointment of New Directors In lieu of an annual meeting of the stockholders of the Company, and pursuant to Section 17-16-704 of the Wyoming Business Corporation Act, stockholders making up approximately 50.1% of our outstanding voting securities (totaling 17,792,663 shares of common stock, no par value) as of the record date of November 2, 2023 (the “Voting Stockholders”), by written consent to action dated December 11, 2023 (“Written Consent”), (i) removed the following individuals from the Board of Directors (“Board” or “Board of Directors”): Yeat Min Fong, Chi Yuen Leong, Yee Meng Wong, Teng Fook Fong, Chee Keong Yap, Chak Hua Yew, Boon Teong Teoh, and Chai Ping Lin and (ii) appointed as members of the Board: Koon Wai Wong, Wei Foong Lim, and Muhammad Azrul bin Abdul Hamid (“New Directors”).

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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In the event that we are still considered a “smaller reporting company,” at such time as we cease being an “emerging growth company,” we will be required to provide additional disclosure in our SEC filings.
In the event that we are still considered a “smaller reporting company,” at such time as we cease being an “emerging growth company,” we will be required to provide additional disclosure in our SEC filings.
However, similar to an “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports.
However, similar to an “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports.
Continued and additional market acceptance and its ability to attract new customers are key elements to its future success. 21 Table of Contents MRNA Scientific’s ability to increase sales of its services and establish greater levels of adoption and reimbursement for its tests is uncertain for many reasons, including, among others: · MRNA Scientific may be unable to demonstrate to laboratories, clinics, clinicians, physicians, payors, and patients that its services are superior to alternatives with respect to value, convenience, specificity, sensitivity, scope of coverage, and other factors; · third-party coverage and reimbursement are currently primarily limited to high-risk pregnancies and may not gain acceptance for use in the average-risk pregnancy population or for the screening of microdeletions, limiting the overall addressable market; · third-party payors may set the amounts of reimbursement at prices that reduce its profit margins or do not allow us to cover its expenses; · MRNA Scientific may not be able to maintain and grow effective sales and marketing capabilities; · its sales and marketing efforts may fail to effectively reach customers or communicate the benefits of its services; · superior alternatives to its services may be developed and commercialized; · MRNA Scientific may experience supply constraints, including due to the failure of its key suppliers to provide required sequencing instruments and reagents; · regulatory or legislative bodies may adopt new regulations or policies or take other actions that impose significant restrictions on its ability to market its services.
Continued and additional market acceptance and its ability to attract new customers are key elements to its future success. 23 Table of Contents MRNA Scientific’s ability to increase sales of its services and establish greater levels of adoption and reimbursement for its tests is uncertain for many reasons, including, among others: · MRNA Scientific may be unable to demonstrate to laboratories, clinics, clinicians, physicians, payors, and patients that its services are superior to alternatives with respect to value, convenience, specificity, sensitivity, scope of coverage, and other factors; · third-party coverage and reimbursement are currently primarily limited to high-risk pregnancies and may not gain acceptance for use in the average-risk pregnancy population or for the screening of microdeletions, limiting the overall addressable market; · third-party payors may set the amounts of reimbursement at prices that reduce its profit margins or do not allow us to cover its expenses; · MRNA Scientific may not be able to maintain and grow effective sales and marketing capabilities; · its sales and marketing efforts may fail to effectively reach customers or communicate the benefits of its services; · superior alternatives to its services may be developed and commercialized; · MRNA Scientific may experience supply constraints, including due to the failure of its key suppliers to provide required sequencing instruments and reagents; · regulatory or legislative bodies may adopt new regulations or policies or take other actions that impose significant restrictions on its ability to market its services.
MRNA Scientific’s ability to generate sales revenue from its products and services and its future profitability depends on several factors, including its ability to: 20 Table of Contents · obtain regulatory approvals and marketing authorizations for MRNA Scientific’s services and products; · obtain market acceptance by patients, hospitals, clinicians, biopharmaceutical companies and others in the medical community; · establish sufficient testing capacity and commercial capabilities, either by expanding MRNA Scientific’s current facility or making arrangements with third parties; · develop and maintain MRNA Scientific’s sales network to launch and commercialize its new cancer genomic testing services and products; · set appropriate and favorable prices for MRNA Scientific’s genomic testing services and products and obtaining adequate reimbursement from third-party payers; · maintain commercially viable supply relationships with third parties and maintaining sufficient research and development capabilities and infrastructure; · address any competing technological and market developments; and · maintain, protect, and expand MRNA Scientific’s portfolio of intellectual property rights including trade secrets and know-how.
MRNA Scientific’s ability to generate sales revenue from its products and services and its future profitability depends on several factors, including its ability to: 22 Table of Contents · obtain regulatory approvals and marketing authorizations for MRNA Scientific’s services and products; · obtain market acceptance by patients, hospitals, clinicians, biopharmaceutical companies and others in the medical community; · establish sufficient testing capacity and commercial capabilities, either by expanding MRNA Scientific’s current facility or making arrangements with third parties; · develop and maintain MRNA Scientific’s sales network to launch and commercialize its new cancer genomic testing services and products; · set appropriate and favorable prices for MRNA Scientific’s genomic testing services and products and obtaining adequate reimbursement from third-party payers; · maintain commercially viable supply relationships with third parties and maintaining sufficient research and development capabilities and infrastructure; · address any competing technological and market developments; and · maintain, protect, and expand MRNA Scientific’s portfolio of intellectual property rights including trade secrets and know-how.
As a public company, we may become subject to the Section 404 of the Sarbanes-Oxley Act, or SOX 404, which requires that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 10-K and in our quarterly report on Form 10-Q if we are qualified as an accelerated filer. 19 Table of Contents We are currently a “smaller reporting company”, meaning that we are not an investment company, an asset- backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and annual revenues of less than $50.0 million during the most recently completed fiscal year.
As a public company, we may become subject to the Section 404 of the Sarbanes-Oxley Act, or SOX 404, which requires that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 10-K and in our quarterly report on Form 10-Q if we are qualified as an accelerated filer. 21 Table of Contents We are currently a “smaller reporting company”, meaning that we are not an investment company, an asset- backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and annual revenues of less than $50.0 million during the most recently completed fiscal year.
Therefore, if undetected flaws or manufacturing defects or other irregularities from either the design or manufacture of our products are to occur, additional costs and expenses which we may not recoup may incur, and our revenue and costs control can be negatively impacted. 25 Table of Contents In addition, if our defective or sub-standard products cause bodily injuries or property damage, our suppliers may face latent defect liability claims from our customers or the end-users of goods and products made with our products and regardless of the merits or the outcome of these claims, we may be required to address and, if necessary, and divert management attention and other resources from our business and operations.
Therefore, if undetected flaws or manufacturing defects or other irregularities from either the design or manufacture of our products are to occur, additional costs and expenses which we may not recoup may incur, and our revenue and costs control can be negatively impacted. 27 Table of Contents In addition, if our defective or sub-standard products cause bodily injuries or property damage, our suppliers may face latent defect liability claims from our customers or the end-users of goods and products made with our products and regardless of the merits or the outcome of these claims, we may be required to address and, if necessary, and divert management attention and other resources from our business and operations.
As MRNA Scientific plans to set up RNA screening labs operations in Indonesia, Middle East, USA, China and Germany, if approved, its businesses are subject to risks associated with doing business outside Malaysia including an increase in BioNexus’ expenses, diversion of BioNexus’ management’s attention from the research and development of additional diseases/disorders risk detection or forgoing profitable licensing opportunities in these economies.
As MRNA Scientific plans to set up RNA screening labs operations in Indonesia, Middle East, USA, China and Germany, if approved, its businesses are subject to risks associated with doing business outside Malaysia including an increase in the Company’s expenses, diversion of the Company’s management’s attention from the research and development of additional diseases/disorders risk detection or forgoing profitable licensing opportunities in these economies.
Technological advances or products developed by MRNA Scientific’s competitors may render MRNA Scientific’s technologies or test candidates obsolete, less competitive or not economical. 23 Table of Contents Cyber breaches, loss of data, and other disruptions could compromise sensitive information related to MRNA Scientific’s business or prevent us from accessing critical information and expose us to liability, which could adversely affect MRNA Scientific’s business and its reputation.
Technological advances or products developed by MRNA Scientific’s competitors may render MRNA Scientific’s technologies or test candidates obsolete, less competitive or not economical. 25 Table of Contents Cyber breaches, loss of data, and other disruptions could compromise sensitive information related to MRNA Scientific’s business or prevent us from accessing critical information and expose us to liability, which could adversely affect MRNA Scientific’s business and its reputation.
These instances of volatility and market turmoil could adversely affect its operations and the trading price of its common stock. 18 Table of Contents Our risk management programs, processes, or procedures for identifying and addressing risks in MRNA Scientific’s business may not be adequate or effectively applied, and this may adversely impact its businesses.
These instances of volatility and market turmoil could adversely affect its operations and the trading price of its common stock. 20 Table of Contents Our risk management programs, processes, or procedures for identifying and addressing risks in MRNA Scientific’s business may not be adequate or effectively applied, and this may adversely impact its businesses.
These measures may cause decreased economic activity, which in turn could lead to a reduction in demand for its services and consequently have a material adverse effect on its businesses, financial condition and results of operations. 27 Table of Contents Developments in the social, political, regulatory and economic environment in Malaysia may have a material adverse impact on us.
These measures may cause decreased economic activity, which in turn could lead to a reduction in demand for its services and consequently have a material adverse effect on its businesses, financial condition and results of operations. 30 Table of Contents Developments in the social, political, regulatory and economic environment in Malaysia may have a material adverse impact on us.
In addition, many universities and private and public research institutes may become active in MRNA Scientific’s target disease areas. If MRNA Scientific’s competitors market products that are more effective, safer or less expensive or that reach the market sooner than MRNA Scientific’s future tests, if any, BioNexus may not achieve commercial success.
In addition, many universities and private and public research institutes may become active in MRNA Scientific’s target disease areas. If MRNA Scientific’s competitors market products that are more effective, safer or less expensive or that reach the market sooner than MRNA Scientific’s future tests, if any, the Company may not achieve commercial success.
The potential or likelihood of an increase in share price is uncertain. 28 Table of Contents Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of securities. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations.
The potential or likelihood of an increase in share price is uncertain. 31 Table of Contents Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of securities. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations.
MRNA Scientific faces challenges from the evolving regulatory environment and increasing public awareness on privacy, personal data protection and cyber security. Actual or alleged failure to comply with privacy, cybersecurity and data protection-related laws and regulations could adversely affect MRNA Scientific’s business and reputation.
MRNA Scientific faces challenges from the evolving regulatory environment and increasing public awareness on privacy, personal data protection and cybersecurity. Actual or alleged failure to comply with privacy, cybersecurity and data protection-related laws and regulations could adversely affect MRNA Scientific’s business and reputation.
In particular, MRNA Scientific face a number of challenges relating to data inter-connected with regional labs, including: 22 Table of Contents · protecting the data in and hosted on MRNA Scientific’s system, including against hacking on MRNA Scientific’s system by outside parties or its employees; · addressing concerns related to privacy and sharing, safety, security and others; · complying with applicable laws, rules and regulations relating to the collection, use, disclosure of personal information, including any requests from regulatory and government authorities relating to such data; · Any systems failure or security breach or lapse those results in the release of user data could harm MRNA Scientific’s reputation and brand and, consequently, MRNA Scientific’s business, in addition to exposing us to potential legal liability.
In particular, MRNA Scientific face a number of challenges relating to data inter-connected with regional labs, including: 24 Table of Contents · protecting the data in and hosted on MRNA Scientific’s system, including against hacking on MRNA Scientific’s system by outside parties or its employees; · addressing concerns related to privacy and sharing, safety, security and others; · complying with applicable laws, rules and regulations relating to the collection, use, disclosure of personal information, including any requests from regulatory and government authorities relating to such data; · Any system failure or security breach or lapse that results in the release of user data could harm MRNA Scientific’s reputation and brand and, consequently, MRNA Scientific’s business, in addition to exposing us to potential legal liability.
We are seeing recoveries in various sectors since the post-pandemic lows. 24 Table of Contents We are unable to predict the duration of current economic conditions.
We are seeing recoveries in various sectors since the post-pandemic lows. 26 Table of Contents We are unable to predict the duration of current economic conditions.
MRNA Scientific could lose out to its competitors’ exponential growth if we unable to establish network with medical centers, pharmaceutical groups and other molecular laboratories synergistically in sharing customers and big data. MRNA Scientific’s inability to manage growth could harm its business.
MRNA Scientific could lose out to its competitors’ exponential growth if we are unable to establish distribution networks with medical centers, pharmaceutical groups and other molecular laboratories synergistically in sharing customers and big data. MRNA Scientific’s inability to manage growth could harm its business.
In addition, a weakening of our financial condition or deterioration in its credit ratings could adversely affect our ability to obtain necessary funds. Even if available, additional financing could be costly or have adverse consequences. 17 Table of Contents We may incur net losses in the near future.
In addition, a weakening of our financial condition or deterioration in its credit ratings could adversely affect our ability to obtain necessary funds. Even if available, additional financing could be costly or have adverse consequences. 19 Table of Contents Our net losses may continue in the future.
In addition, some of our competitors have extensive portfolios of issued patents. Many potential litigants, including some of our competitors and patent holding companies, have the ability to dedicate substantial resources to enforcing their intellectual property rights.
Many potential litigants, including some of our competitors and patent holding companies, have the ability to dedicate substantial resources to enforcing their intellectual property rights.
We have devoted substantial resources to the development and commercialization of the products of MRNA Scientific and Chemrex. We might not remain profitable for any period. Our failure to achieve profitability would negatively affect our business, financial condition, results of operations, and cash flows.
We have devoted substantial resources to the development and commercialization of the products of MRNA Scientific and Chemrex. For the last three fiscal years, we have not achieved profitable operations. Accordingly, we might not become profitable for any future period. Our failure to achieve profitability would negatively affect our business, financial condition, results of operations, and cash flows.
We are an early commercial-stage company and has a limited operating history. Our limited operating history may make it difficult to evaluate our current business and this makes predictions about our future success or viability subject to significant uncertainty.
Our limited operating history may make it difficult to evaluate our current business and this makes predictions about our future success or viability subject to significant uncertainty.
If we cannot license or develop technology for any allegedly infringing aspect of our business, we would be forced to limit our service and may be unable to compete effectively.
If we cannot license or develop technology for any allegedly infringing aspect of our business, we would be forced to limit our service and may be unable to compete effectively. Any of these results could harm our business. Risk related to Nasdaq compliance due to board changes.
You could lose all or part of your investment due to any of these risks. Risk Factors Related to Our Financial Prospects and Capitalization We are an early commercial-stage company and have a limited operating history, which may make it difficult to evaluate our current business and predict our future performance.
Risk Factors Related to Our Financial Prospects and Capitalization We are an early commercial-stage company and have a limited operating history, which may make it difficult to evaluate our current business and predict our future performance. We are an early commercial-stage company and has a limited operating history.
Global economic conditions could materially adversely impact demand for our products and services. Our operations and performance depend significantly on economic conditions. Global financial conditions continue to be subject to volatility arising from international geopolitical developments and global economic phenomenon, as well as general financial market turbulence and natural phenomena such as the COVID-19 pandemic.
Global financial conditions continue to be subject to volatility arising from international geopolitical developments and global economic phenomenon, as well as general financial market turbulence and natural phenomena such as the COVID-19 pandemic.
Any intellectual property claims against us, with or without merit, could be time consuming and expensive to settle or litigate and could divert the attention of our management. Litigation regarding intellectual property rights is inherently uncertain due to the complex issues involved, and the company may not be successful in defending itself in such matters.
Any intellectual property claims against us, with or without merit, could be time consuming and expensive to settle or litigate and could divert the attention of our management.
Any of these results could harm our business. 26 Table of Contents We may pursue collaborations, in-licensing or out-license arrangements, joint ventures, strategic alliances, partnerships or other strategic investments or arrangements, which may fail to produce anticipated benefits and adversely affect the company’s operations.
If these transactions are not ratified, the Company may be required to reverse entries, record impairments, or initiate recovery actions, all of which could negatively affect our financial condition, governance credibility, or operational continuity. 29 Table of Contents We may pursue collaborations, in-licensing or out-license arrangements, joint ventures, strategic alliances, partnerships or other strategic investments or arrangements, which may fail to produce anticipated benefits and adversely affect the company’s operations.
Risk Factors Related to Our Business and Industry General Business and Industry Risks We are unable to predict the duration of future economic conditions. Future economic downturns, prolonged slow growth or stagnation in the economy could materially adversely affect our business, results of operations, financial condition and cash flows.
Future economic downturns, prolonged slow growth or stagnation in the economy could materially adversely affect our business, results of operations, financial condition and cash flows. Global economic conditions could materially adversely impact demand for our products and services. Our operations and performance depend significantly on economic conditions.
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You could lose all or part of your investment due to any of these risks. Proactive Risk Management and Mitigation Strategies The Company employs comprehensive risk management practices designed to proactively identify, mitigate, and manage key operational, financial, and strategic risks.
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While the following section transparently outlines potential risks to our business, investors are encouraged to consider our proactive, robust risk management processes, which significantly reduce the likelihood and potential impact of these risks.
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Recent business decisions regarding the Cryptocurrency Industry. The Company had made recent announcements during fiscal year 2025 concerning its decision to explore business opportunities in the crypto market. The Company currently is in the process of developing its business plans and strategies in an effort to enhance shareholder value.
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These plans and strategies are preliminary in nature and we can not predict whether we will be successful in these endeavors. Risk Factors Related to Our Business and Industry General Business and Industry Risks We are unable to predict the duration of future economic conditions.
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Litigation regarding intellectual property rights is inherently uncertain due to the complex issues involved, and the company may not be successful in defending itself in such matters. 28 Table of Contents In addition, some of our competitors have extensive portfolios of issued patents.
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In 2024, the Company experienced changes in its Board composition, including the resignation of two directors and the appointment of one new independent director.
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While the Company has taken steps to maintain compliance with Nasdaq’s corporate governance requirements, including reconstituting its committees, there is a risk that future turnover or timing delays in appointments could lead to non-compliance with Nasdaq Listing Rule 5605. Such non-compliance could adversely affect the Company’s continued listing status. Audit Committee investigation may result in material adjustments or restatements.
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We may be required to restate our financial statements or make material adjustments due to ongoing investigations into past governance failures at our Chemrex subsidiary. Our Audit Committee is actively investigating several historical transactions undertaken including related party transactions, unauthorized remuneration increases.
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If these investigations reveal breaches of financial controls, policy noncompliance, or accounting errors, we may be required to restate our financial statements, record impairments, or disclose material weaknesses in internal control over financial reporting. Such actions could adversely affect investor confidence, our stock price, and our ability to raise capital. Internal control deficiencies may persist despite remediation efforts.
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Our internal controls over financial reporting may remain deficient due to legacy governance gaps and evolving compliance frameworks. Specifically, the Company has experienced governance breakdowns, particularly at the subsidiary level, relating to approval processes, documentation, and internal oversight.
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While management and the Audit Committee have undertaken remediation efforts, including committee reconstitution and internal reviews, these measures may not be sufficient to prevent similar issues from recurring. If we are unable to design and maintain effective internal controls, we may be subject to regulatory scrutiny, reputational damage, or legal liability. We may face shareholder rejection of unratified transactions.
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As stated in Item 1, Recent Events, “D – Chemrex Governance” above, certain Chremrex transactions were undertaken in fiscal year 2024 by Chemrex management which required shareholder approval. These transactions will be presented for ratification at an upcoming Chemrex shareholder meeting which will occur later in 2025.
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Failure to resolve these issues at the shareholder meeting could result in negative governance consequences. As part of ongoing corporate governance reforms authorised by the Audit Committee, including the appointment of an Internal Auditor, the Audit Committee has resolved to present the following matters for shareholder ratification: (i) unauthorized director remuneration increases, (ii) payments to Mr.
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Wong Kim Hai, and (iii) the procurement arrangement with Quote Me Sdn. Bhd.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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As needed, we will engage third parties to identify risks in our underlying software and infrastructure, to provide threat intelligence, and to assist in triaging, identifying, and responding to cyber threats. In 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
As needed, we will engage third parties to identify risks in our underlying software and infrastructure, to provide threat intelligence, and to assist in triaging, identifying, and responding to cyber threats. In 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
Our Chief Executive Officer is responsible for ensuring that management has processes in place designed to identify and evaluate cybersecurity risks to which the Company is exposed and to implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents. 29 Table of Contents
Our Chief Executive Officer is responsible for ensuring that management has processes in place designed to identify and evaluate cybersecurity risks to which the Company is exposed and to implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents. 32 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

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The lease commenced on December 1, 2017 and terminates on November 30, 2024. The space consists of 1,500 square feet with an annual rent of approximately $7,300. On July 2, 2012, we purchased a 25,000 sq. ft wholesale distribution center located at 4, Jalan CJ 1/6, Kawasan Perusahaan Cheras Jaya, 43200 Cheras, Selangor, Malaysia, and two investment properties for $1,506,969.
The space consists of 1,500 square feet with an annual rent of approximately $32,257. On July 2, 2012, we purchased a 25,000 sq. ft wholesale distribution center at 4, Jalan CJ 1/6, Kawasan Perusahaan Cheras Jaya, 43200 Cheras, Selangor, Malaysia, and two investment properties for $1,395,210.
Unit 2B-17-03, Duet Residence, Jalan Kinrara 6, Bandar Kinrara, 47180 Puchong, Selangor, purchased on August 26, 2020; · A 2,000 sq ft commercial building located at First floor, No. 2B Pelangi Avenue, Jalan Kelicap 42A/KU1, Klang Bandar, Diraja, 41050 Klang, Selangor purchased on September 21, 2020. · On January 18, 2024, we entered into a lease for the first-floor unit at No. 5-1, Jalan CJ3/13-2, Pusat Bandar Cheras Jaya, 43200 Cheras, Selangor.
B-17-03, Duet Residence, Jalan Kinrara 6, Bandar Kinrara, 47180 Puchong, Selangor, purchased on August 26, 2020; · A 2,000 sq ft commercial building located at First floor, No. 2B Pelangi Avenue, Jalan Kelicap 42A/KU1, Klang Bandar, Diraja, 41050 Klang, Selangor purchased on September 21, 2020.
One of our labs is located at 4 th Floor, Wisma Life Care, No. 5, Jalan Kerinchi, Bangsar South, 59200 Kuala Lumpur, Malaysia. The lease commenced on November 1, 2016 and terminates on October 31, 2023. The annual rent is approximately $6,800. Our other laboratory is located at Lab 353, University Science Malaysia, George Town, Penang, Malaysia.
The lease commenced on November 1, 2016 and terminates on October 31, 2023 but continues on a month to month basis. The annual rent is approximately $6,563. The other laboratory is located at Lab 353, University Science Malaysia, George Town, Penang, Malaysia. The lease commenced on December 1, 2017 and terminates on November 30, 2026.
The lease terminates on January 17, 2025. The purpose of this lease is to provide housing accommodation for our warehouse staff.
On January 16, 2025, we entered into a lease for the unit at No. 65, Jalan CJ4/15-1A, Taman Cheras Jaya, 43200 Cheras, Selangor. The lease terminates on January 15, 2026. The purpose of this lease is to provide housing accommodation for our warehouse staff.
Item 2. Properties. The corporate office for MRNA Scientific is located at Unit 2, level, Tower B, Avenue 3, The Vertical Business Suite II, Bangsar South, 8 Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia. The lease commenced on December 16, 2018 and terminates on December 15, 2024. The space consists of 1,300 square feet with an annual rent of approximately $13,500.
Item 2. Properties. The corporate office for MRNA Scientific is located at Unit A-28-7, Level 28, Tower A, Menara UOA Bangsar, No.5 Jln Bangsar Utama 1, 59000 Kuala Lumpur, Malaysia. The lease commenced on June 1, 2024 and terminates on May 31, 2027, with option to extend till May 31, 2029.
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The space consists of 2,206 square feet with an annual rent of approximately $30,190. We also have two laboratories. One of our laboratories is located at 4 th Floor, Wisma Life Care, No. 5, Jalan Kerinchi, Bangsar South, 59200 Kuala Lumpur, Malaysia.
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On July 1, 2024, we entered into a lease for Lot 238 and 239, Jalan Villaraya 1/9, Kawasan Industri Villaraya, 43500 Semenyih, Selangor. The lease terminates on June 30, 2025, with an option to extend for one year. The purpose of this lease is to establish a manufacturing facility for a new high-quality color paste production line.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Item 4. Mine Safety Disclosures. None. 30 Table of Contents PART II
Item 4. Mine Safety Disclosures. None. 33 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Item 4. Mine Safety Disclosures 30 PART II Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 31 Item 6. Selected Financial Data 32 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32
Item 4. Mine Safety Disclosures 33 PART II Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 34 Item 6. Selected Financial Data 35 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 35

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. In August 2023, an aggregate of 75,000 shares of common stock were issued to directors for services rendered. The shares were issued at $0.72 per share.
The shares were issued at $0.72 per share. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. In August 2023, an aggregate of 75,000 shares of common stock were issued to directors for services rendered. The shares were issued at $0.72 per share.
As of the date of this filing, there are 17,667,663 shares of our common stock issued and outstanding that was held by 324 stockholders of record and no shares of preferred stock issued and outstanding.
As of the date of this filing, there are 1,796,597 shares of our common stock issued and outstanding that was held by 301 stockholders of record and no shares of preferred stock issued and outstanding.
The issuance of any of our Common Stock or Preferred Stock is within the discretion of our board of directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval up to the limits set by NASDAQ listing rules Recent Sales of Unregistered Securities.
The issuance of any of our Common Stock or Preferred Stock is within the discretion of our board of directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval up to the limits set by Nasdaq listing rules Recent Sales of Unregistered Securities In August 2023, an aggregate of 759,299 shares of common stock were issued to professional parties in lieu of cash for services rendered in connection with Company’s listing onto the Nasdaq Capital Market, 125,000 were subsequently cancelled in November 2023.
These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Issuer Purchases of Equity Securities None 31 Table of Contents
The stock issuances were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, due to limited number of consultants, the shares issued were restricted securities and the consultants acquired the shares for investment. 34 Table of Contents Issuer Purchases of Equity Securities None
Removed
In August 2023, an aggregate of 759,299 shares of common stock were issued to professional parties in lieu of cash for services rendered in connection with Company’s listing onto the Nasdaq Capital Market, 125,000 were subsequently cancelled in November, 2023. The shares were issued at $0.72 per share.
Added
Proactive Nasdaq Compliance and Market Positioning The Company prioritizes maintaining its Nasdaq Capital Market listing as central to our long-term strategic vision and shareholder value creation. During fiscal year 2024, we proactively and swiftly addressed Nasdaq's minimum bid-price compliance requirements. Our strategic actions underscore our commitment to rigorous compliance, proactive management, and stable market positioning.
Added
These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. During the quarter ended September 30, 2024, the Company issued 300,000 shares of common stock to Maxim Partners, consultants in exchange for services rendered.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

28 edited+77 added−28 removed4 unchanged
Consequently, the following discussion and analysis of the results of operations and financial condition of the Company is for fiscal years ended December 31, 2023 and December 31, 2022, respectively. This information should be read in conjunction with the notes to the financial statements that are included elsewhere herein.
Consequently, the following discussion and analysis of the results of operations and financial condition of the Company is for fiscal years ended December 31, 2024 and December 31, 2023, respectively. This information should be read in conjunction with the consolidated financial statements and notes to the financial statements that are included elsewhere herein.
The following table sets forth key components of the results of operations for fiscal years ended December 31, 2023 and 2022, respectively. The discussion following the table addresses these results.
The following table sets forth key components of the results of operations for fiscal years ended December 31, 2024 and 2023, respectively. The discussion following the table addresses these results.
The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term: · Addition of administrative and marketing personnel as the business grows, · Development and patenting data analysis algorithm software, · Increases in advertising and marketing in order to attempt to generate more revenues, and · The cost of being a public company. 35 Table of Contents The Company believes that cash flow from operations together will be sufficient to sustain its current level of operations for at least the next 12 months of operations.
The following trends could result in a material decrease in our liquidity over the near to long term: • Addition of administrative and marketing personnel as the business grows, • Increases in advertising and marketing in order to attempt to generate more revenues, and • The cost of being a public company. 43 Table of Contents The Company believes that cash flow from operations together will be sufficient to sustain its current level of operations for at least the next 12 months of operations.
For the year period ended December 31, 2023, Chemrex had incurred $8,421,457 (99.8%) of the total combined cost of revenue of $ 8,441,308 as compared to the year ended December 31, 2022, wherein Chemrex had incurred $9,618,213 (99.5%) of the total combined cost of revenue of $9,669,678.
For the year period ended December 31, 2024, Chemrex had incurred $8,213,809 (99.9%) of the total combined cost of revenue of $8,221,125 as compared to the year ended December 31, 2023, wherein Chemrex had incurred $8,421,457 (99.8%) of the total combined cost of revenue of $8,441,308.
The decrease of 12.44% in Chemrex’s cost of revenues was due to its decreased in revenues and reasons stated above. MRNA Scientific had incurred $19,851 (0.2%) on cost of revenues for the year ended December 31, 2023, as compared to cost of revenues of $51,465 (0.5%) for the same year ended December 31, 2022.
The decrease of 2.47% in Chemrex’s cost of revenues was due to its decreased in revenues and reasons stated above. MRNA Scientific had incurred $7,316 (0.1%) on cost of revenues for the year ended December 31, 2024, as compared to cost of revenues of $19,851 (0.2%) for the same year ended December 31, 2023.
Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects. Overview During the fiscal year ended December 31, 2024, BioNexus Gene Lab Corp.
Financing Activities During the year ended December 31, 2023, Company had net cash of $5,754,322 generated from financing activities for shares subscriptions of initial public offering (IPO) of 1,473,500 shares at a price to the public of $4.00 per share for total proceeds of $5,750,000 and advances from directors of $13,199.
By comparison, during the year ended December 31, 2023, Company had net cash of $6,274,939 generated from financing activities for shares subscriptions of initial public offering (IPO) of 1,473,500 shares at a price to the public of $4.00 per share for total proceeds of $5,750,000, advances from directors of $13,199 and share-based compensation of $511,740. 44 Table of Contents Item 7A.
For the year ended December 31, 2023, we had cost of revenues of $8,441,308 as compared to cost of revenues of $9,669,678 for the year ended December 31, 2022, a decrease of approximately 12.7% due to lower sales caused by the above reasons. Other Income .
Cost of Revenues . For the year ended December 31, 2024, we had cost of revenues of $8,221,125 as compared to cost of revenues of $8,441,308 for the year ended December 31, 2023, a decrease of approximately 2.6% due to lower sales caused by the above reasons. Other Income .
Investing Activities During the year ended December 31, 2023, the Company had net cash of $382,576 used in investment activities from acquisition of share investment of $320,733, purchase of plant & equipment of $149,398, cash generated from dividend income of $61,409 and disposal of other investments of $26,146.
During the year ended December 31, 2023, the Company had net cash of $(1,794,202) used in investment activities from acquisition of investments in equity securities of $(320,733), purchase of plant and equipment of $(149,398), fixed deposits placed of $(1,411,626) cash generated from dividend income of $61,409 and proceeds from disposal of investments in equity securities of $26,146.
MRNA Scientific incurred a loss of $226,802 for the year ended December 31, 2023, compared a loss of $239,229 for the year ended December 31, 2022 a decrease of 5.2%, for the reasons discussed above. Income tax expense .
MRNA Scientific incurred a loss of $246,939(15.48%) for the year ended December 31, 2024, compared a loss of $226,802 (8.7%) for the year ended December 31, 2023, a decrease of 8.9%, for the reasons discussed above. Income Tax Expense .
By comparison, during the year ended December 31, 2022, the Company had a net loss of $355,966 which, after adjusting for amortization, depreciation, dividend income, fair value loss on share investments and a decrease in inventories, trade receivables, deferred cost of revenue, a substantial reduction in trade payables, operating lease liabilities, advance payment from customer, deferred revenue, resulted in net cash of $551,822 being generated from operating activities during the period.
By comparison, during the year ended December 31, 2023, the Company incurred a net loss of $(2,629,043) which, after adjusting for amortization, depreciation, dividend income, fair value gain investments in equity securities, allowances for expected credit losses of $942,800, an increase in inventories, operating lease liabilities, a decrease in trade receivables and a substantial reduction in trade payables, advance payment from customer, resulted in net cash of $(1,822,212) being used in operating activities during the period.
For the year ended December 31, 2023, Chemrex contributed $ 9,746,587 (99.8%) of total combined revenue of $9,770,806 compared to its contribution of $10,832,891 (99.1%) of total combined revenue of $10,928,707 for the year ended December 31, 2022, a decrease of 10.6%.
For the year ended December 31, 2024, Chemrex contributed $9,494,577 (99.8%) of total combined revenue of $9,510,646 compared to its contribution of $9,746,587 (99.8%) of total combined revenue of $9,770,806 for the year ended December 31, 2023, a decrease of 2.59% from the prior year.
Our primary uses of cash have been for operations. The main sources of cash have been from operational revenues and the private placement of our common stock.
The main sources of cash were generated from operational revenues, the private placement of our common stock, and the proceeds of our public offering.
The revenue decreased in 2023 was due to competition in the market and reduced selling price for resin and fiberglass mats in Malaysia. MRNA Scientific had a revenue of $24,219 (0.2%) for the year ended December 31, 2023, as compared to revenues of $95,816 (0.9%) from the same period ended December 31, 2022, a decrease of 75%.
For the year ended December 31, 2024, we had revenues of $9,510,646 as compared to revenues of $9,770,806 for the year ended December 31, 2023, a decrease of approximately 2.7%. The 2024 revenue decrease was due to increased competition in the market, reduced selling price for resin and fiberglass mats and the lack of new projects in the Malaysian market.
The Management of Chemrex continues to take steps to recover any debts. Loss from operations . We had a loss from operations of $2,593,588 for the year ended December 31, 2023, compared to a loss from operations of $291,177 for the year ended December 31, 2022, an increase of 790.7% for the reasons discussed above. Tax expense .
We had a loss from operations of $1,573,702 for the year ended December 31, 2024, compared to a loss from operations of $2,593,588 for the year ended December 31, 2023, a reduction of 39.3% for the reasons discussed above. Tax Expense .
MRNA Scientific Malaysia had total tax credit of $9,656 (-44.9%) from deferred tax credit of $12,269 (70.7%) and under tax provision for prior year of $2,613 (6.7%) for the year ended December 31, 2023, as compared to the last year ended December 31, 2022, a deferred tax of $1,428 (2.7%) and no tax provision.
Chemrex had total tax expense of $3,494 (100%) which is a deferred tax credit of $12,305(100%) offset with tax provision of $15,799 (100%) for the year ended December 31, 2024, as compared to the last year ended December 31, 2023, total tax expenses of $31,182 (144.9.%) from deferred tax credit of $5,090 (29.3%) offset with tax provision of $36,272 (93.3%) MRNA Scientific Malaysia had no tax provision for the year ended December 31, 2024, as compared to the last year ended December 31, 2023, total tax credit of $9,656 (-44.9%) from deferred tax credit of $12,269 (70.7%) and under tax provision for prior year of $2,613 (6.7%) LIQUIDITY AND CAPITAL RESOURCES As of December 31, 2024, we had working capital of $5,479,146 compared with working capital of $6,415,877 as of December 31, 2023.
The decrease of 61.4% was due to less purchases of extract kits, reagents, laboratory consumables for Covid-19 samples processing attributable to our reduced sales. Other Income .
The decrease of 63.1% was due to a reduction in purchases of extraction kits, reagents, and laboratory consumables attributable to our reduced sales. Other Income .
The following is a summary of the Company’s cash flows provided by (used in) / generated from operating, investing, and financing activities for the year ended December 31, 2023, and 2022: Year ended December 31, 2023 2022 Net Cash (used in)/generated from operating activities $ (1,301,595 ) $ 551,822 Net Cash used in investing activities (382,576 ) (450,498 ) Net Cash generated from financing activities 5,754,322 108,168 Foreign currency translation adjustment (259,679 ) (214,547 ) Net Change in Cash and Cash Equivalents $ 3,810,472 $ (5,055 ) Operating Activities During the year ended December 31, 2023, the Company incurred a net loss of $2,629,043 which, after adjusting for amortization, depreciation, dividend income, fair value gain on share investment, allowances for expected credit losses, share-base compensation, an increase in inventories, a decrease in trade receivables and a substantial reduction in trade payables, operating lease liabilities, advance payment from customer, resulted in net cash of $1,301,595 being used in operating activities during the period.
The following is a summary of the Company’s cash flows provided by (used in) / generated from operating, investing, and financing activities for the year ended December 31, 2024, and 2023: Year Ended December 31, 2024 2023 Net cash used in operating activities $ (2,234,260 ) $ (1,822,212 ) Net cash generated from/(used in) investing activities 418,202 (1,794,202 ) Net cash generated from financing activities 144,975 6,274,939 Foreign currency translation adjustment 40,339 (259,679 ) Net Change in Cash and Cash Equivalents $ (1,630,744 ) $ 2,398,846 Operating Activities During the year ended December 31, 2024, the Company incurred a net loss of $(1,598,342) which, after adjusting for amortization, depreciation, dividend income, allowances for expected credit losses of $883,533, recoveries for expected credit losses of $(1,689,412), fair value gain on investments in equity securities, gain on disposal of investments, loss arising from settlement of supplier contract dispute of $29,534, impairment loss on property, an increase in inventories, advance payment from customer, a decrease in trade and other receivables, and a substantial increase in trade payables, resulted in net cash of $(2,234,260) being used in operating activities during the period.
Chemrex had a loss before tax of $267,523 for the year ended December 31, 2023, as compared a profit of $326,454 for the year ended December 31, 2022, an decrease of 18% for the reasons discussed above.
Chemrex had a loss before tax of $203,092 (12.7%) for the year ended December 31, 2024, as compared a loss before tax of $236,341 (9.1%) for the year ended December 31, 2023, a decrease of 14.07% for the reasons discussed above.
We are exposed to fluctuations in foreign exchange rates on the revaluation of monetary assets and liabilities denominated in currencies other than the US Dollar. Therefore, any change in the relevant exchange rate will require us to recognize a transaction gain or loss on revaluation.
The lower tax expenses were primarily due to lower operating profits. 40 Table of Contents Foreign Currency Translation Gain/(Loss) . We are exposed to fluctuations in foreign exchange rates on the revaluation of monetary assets and liabilities denominated in currencies other than the US Dollar.
The increase in other income for the current annual period was due to dividend income from Chemrex’ equity investment, bank interest and gain from fair value on investment. Operating Expenses . For the year ended December 31, 2023, we had operating expenses of $4,409,122 as compared to operating expenses of $1,729,489 for the year ended December 31, 2022.
For the year ended December 31, 2024, we had other income of $2,072,473 as compared to other income of $486,036 for the year ended December 31, 2023, an increase of 326.4% for current year. The increase in other income for the current annual period was due primarily from Chemrex’ the reversal of expected credit losses of $1,689,412. Operating Expenses .
For the year ended December 31, 2023, we had the total tax expense of $21,526 from deferred tax credit of $17,359 and tax provision of $38,885. The year ended December 31, 2022, the total tax expenses were $ 52,310 from deferred tax of $3,898 and income tax provision of $48,412. Foreign currency translation loss .
For the year ended December 31, 2024, we had the total tax expense of $3,494 due to deferred tax credit of $12,305 which offset a tax provision of $15,799. For the year ended December 31, 2023, we had the total tax expense of $21,526 due to a deferred tax credit of $17,359 which offset a tax provision of $38,885.
For the year ended December 31, 2023, Chemrex contributed $466,407 (96%) of total other combined income of $486,036 as compared to the year ended December 31, 2022, $170,453 (95.1%) The increase of 173.63 % is due to dividend income from its equity investment, bank interest and gain from fair value on investment.
For the year ended December 31, 2024, Chemrex contributed $1,949,522 (94.1%) of total other combined income of $2,072,473 as compared to $466,407 (96%) of total combined income of $486,036 for the year ended December 31, 2023.
For the annual period ended December 31, 2023, we had foreign currency translation loss of $268,232 compared with foreign currency translation loss of $ 308,800 for the prior annual period.
Therefore, any change in the relevant exchange rate will require us to recognize a transaction gain or loss on revaluation. For the annual period ended December 31, 2024, we had foreign currency translation gain of $122,294 compared with foreign currency translation loss of $268,232 for the prior annual period.
For the year ended December 31, 2023, Chemrex had incurred $2,019,001 (45.8%) of the total combined operating expenses of $4,409,122 for the year ended December 31, 2023, as compared to the operating expenses of $1,051,855 (78.6%) for the year ended December 31, 2022.
For the year ended December 31, 2024, Chemrex incurred $679,321 (34.4%) of the total combined general and administrative expenses of $1,973,968, compared to $134,678 (5.5%) of the total combined general and administrative expenses of $2,442,855 for the year ended December 31, 2023.
The equity investments were made primarily of investments in quoted publicly traded shares. MRNA Scientific had other income of $19,629 (4%) for the year ended December 31, 2023, as compared $8,830 (4.9%) for the year ended December 31, 2022, an increase of 122.3% due to bank interest generated from BGLC’s investment funds Operating Expenses .
MRNA Scientific had other income of $122,951 (4.5%) of total other combined income of $2,072,473 for the year ended December 31, 2024, as compared $19,629 (4%) of total combined income of $486.036 for the year ended December 31, 2023, an increase of 526.4% due to bank interest generated and additional of rental income. Sales and Marketing.
Consolidated Year ended December 31 (Audited) 2023 2022 REVENUE $ 9,770,806 $ 10,928,707 COST OF REVENUE (8,441,308 ) (9,669,678 ) GROSS PROFIT 1,329,498 1,259,029 OTHER INCOME 486,036 179,283 OPERATING EXPENSES General and administrative (4,409,122 ) (1,729,489 ) LOSS FROM OPERATIONS (2,965,215 ) (291,177 ) FINANCE COSTS (13,929 ) (12,479 ) LOSS BEFORE TAX (2,607,517 ) (303,656 ) Tax expense: Deferred tax 17,359 (3,898 ) Income tax (38,885 ) (48,412 ) Total tax expenses (21,526 ) (52,310 ) NET LOSS $ (2,629,043 ) $ (355,966 ) Other comprehensive income: Foreign currency translation loss (268,232 ) (308,800 ) COMPREHENSIVE LOSS $ (2,897,275 ) $ (664,766 ) 33 Table of Contents Revenues .
Consolidated Year ended December 31, (Audited) 2024 2023 REVENUE (including $112,556 and $106,919 of revenue from related parties for the year ended December 31, 2024 and 2023 respectively) $ 9,510,646 $ 9,770,806 COST OF REVENUE (including $297,736 and $184,433 of cost of revenue from related parties for the years ended December 31, 2024 and 2023, respectively) (8,221,125 ) (8,441,308 ) GROSS PROFIT 1,289,521 1,329,498 OTHER INCOME 2,072,473 486,036 OPERATING EXPENSES Sales and marketing (2,030,684 ) (596,858 ) Research and development (47,511 ) (54,982 ) General and administrative (1,973,968 ) (2,442,855 ) Provision for expected credit losses (883,533 ) (1,314,427 ) TOTAL OPERATING EXPENSES (4,935,696 ) (4,409,122 ) LOSS FROM OPERATIONS (1,573,702 ) (2,593,588 ) FINANCE COSTS (21,146 ) (13,929 ) LOSS BEFORE TAX (1,594,848 ) (2,607,517 ) Tax expense: Deferred tax 12,305 17,359 Income tax (15,799 ) (38,885 ) Tax expense (3,494 ) (21,526 ) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (1,598,342 ) $ (2,629,043 ) Other comprehensive income/(loss): Foreign currency translation gain/(loss) 122,294 (268,232 ) COMPREHENSIVE LOSS $ (1,476,048 ) $ (2,897,275 ) 39 Table of Contents Revenues .
During the year ended December 31, 2022, the Company had net cash acquisition of share investment of $511,706, purchase of plant & equipment of $54,171 and cash generated from dividend income of $115,379, resulting in net cash used in investing activities of $ 450,498.
Investing Activities During the year ended December 31, 2024, the Company had net cash of $418,202 generated from investment activities from acquisition of investments in equity securities of $(492,732), purchase of plant and equipment of $(226,989), fixed deposits placed of $(78,835) cash generated from dividend income of $68,130, proceeds from disposal of investments in equity securities of $1,068,777, and refund from settlement of supplier contract dispute at $79,851.
Removed
Company Overview The Company, through its wholly owned subsidiary Chemrex, focuses on the sale of chemical raw materials for the manufacture of industrial, medical, appliance, aero, automotive, mechanical, and electronic industries in the Southeast Asia region. These countries include Malaysia, Indonesia, Vietnam, and other countries in Southeast Asia.
Added
("BGLC", the “Company”, “we”, “us” or “our”) continued to develop and refine its strategic focus across its three operational segments: healthcare diagnostics (MRNA Scientific Sdn. Bhd.), specialty chemicals (Chemrex Corporation Sdn. Bhd.), and innovation-focused ventures (including digital health and blockchain-linked financial strategies).
Removed
In addition, the Company, through our other wholly owned subsidiary, MRNA Scientific, is in the business of developing and providing safe, effective, and non-invasive liquid biopsy tests for the early detection of biomarkers that we believe are linked to diseases to minimize treatment costs and improve patient management.
Added
We successfully completed the integration of Nasdaq-listed operations following our 2023 uplisting, while maintaining a stable liquidity position and initiating expansion into the digital healthcare and decentralized asset infrastructure sectors.
Removed
Our non-invasive blood tests provide analysis of changes in RNA to detect the potential risk of 11 different diseases.
Added
Strong Liquidity Position and Clean Capital Structure As of December 31, 2024, the Company had cash and cash equivalents of $4.37 million and total liquidity exceeding $6 million, including cash and cash equivalents and short-term liquid investments.
Removed
Initial Public Offering On July 20, 2023, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Network 1 Financial Securities, Inc., as underwriter (the "Underwriter") pursuant to which the Company agreed to issue and sell, in a firm commitment underwritten public offering by the Company (the "Offering") of 1,250,000 shares of common stock, no par value, priced at a public offering price of $4.00 per share.
Added
This liquidity position, combined with minimal outstanding debt and a simplified capital structure, provides a solid foundation for operational continuity, strategic investments, and potential M&A activities. We believe our capital structure - free of preferred stock, convertible debt, or high-yield instruments - positions us favorably to pursue growth initiatives on shareholder-friendly terms.
Removed
In addition, pursuant to the Underwriting Agreement, the Underwriter was granted a 45-day option (the "Over-Allotment Option") to purchase up to an additional 187,500 shares of common stock at the public offering price of $4.00 per share. The Underwriter fully exercised the Over-Allotment Option on July 24, 2023.
Added
In light of the recent governance enhancements and upcoming growth initiatives, including expansion into digital health and decentralized financial infrastructure, the Company is actively exploring additional capital-raising mechanisms.
Removed
The securities were offered by the Company pursuant to the registration statement on Form S-1 (File No. 333-269753), which was originally filed with the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, on February 14, 2023, and declared effective by the Commission on July 19, 2023.
Added
These may include at-the-market offerings, private placements, or strategic financing arrangements subject to Nasdaq and SEC compliance. 35 Table of Contents Strategic Positioning for Growth and Innovation Looking ahead, the Company intends to capitalize on its clean balance sheet and low compliance cost profile to pursue selective mergers, acquisitions, and joint ventures that align with our long-term strategy.
Removed
On July 24, 2023, the Offering closed, and the Company issued and sold 1,437,500 shares of common stock, including 187,500 shares sold pursuant to the exercise of the Over-Allotment Option. The Offering was priced at $4.00 per share for total gross proceeds of $5.75 million before deducting underwriting discounts, commissions, and offering expenses.
Added
Our investments in digital healthcare, sustainable materials, and blockchain-based treasury solutions provide a forward-leaning platform for innovation. In particular, the Company’s recently adopted Ethereum-focused treasury strategy, approved by the Board in March 2025, aligns BGLC with a transformational global financial infrastructure.
Removed
Pursuant to the Underwriting Agreement, the Underwriter received an 8% underwriting discount on the public offering price for the shares common stock. The Company therefore received net proceeds, before expenses, of $5,290,000 from the sale of the common stock.
Added
This strategy not only enhances capital efficiency through potential staking yield but also signals the Company’s commitment to institutional-grade innovation and regulatory alignment, especially given our Wyoming incorporation, which provides a favorable blockchain legal environment.
Removed
In addition, the Company issued to the Underwriter warrants to purchase up to an aggregate of 115,000 shares of the Company's common stock (the "Underwriter's Warrants") at an exercise price of $4.40 per share. The Underwriter's Warrants are exercisable from July 24, 2023 until July 24, 2028.
Added
We believe this multi-pronged approach, centered on financial resilience, operational efficiency, and innovation, will allow the Company to deliver long-term shareholder value and act swiftly in a rapidly evolving global market.
Removed
Reverse stock split On June 5, 2023, the Company filed an Article of Amendment to the Articles of Incorporation with the Wyoming Secretary of State to modify the ratio of the Reverse Stock Split from one-for-ten (10) to one-for-twelve (12) (the “Revised Reverse Stock Split”).
Added
Nasdaq Compliance Timeline & Milestones · November 2023: Received initial Nasdaq compliance notice; promptly initiated proactive engagement and compliance measures. · May 2024: Successfully secured initial 180-day compliance extension, reflecting constructive Nasdaq dialogue. · November 2024: Requested Nasdaq hearing, leading to constructive panel engagement and temporary compliance extension approval. · April 2025: Implemented strategic 1-for-10 reverse stock split, proactively ensuring continued compliance and strengthening market position. · May 2025 (Anticipated): Full Nasdaq compliance achieved, reinforcing market stability and investor confidence.
Removed
Upon effectiveness of the Revised Reverse Stock Split, every twelve (12) outstanding shares of common stock were combined into and automatically became one share of common stock.
Added
Our leadership team remains fully committed and confident in maintaining robust compliance with Nasdaq listing standards. We view compliance as fundamental to our growth strategy and market credibility. Our proactive compliance approach, prudent capital market strategies, and transparent shareholder communication reflect management's dedication to safeguarding shareholder value and company reputation. Recent Developments (a) Advisory Agreement.
Removed
No fractional shares were issued in connection with the Revised Reverse Stock Split and all such fractional shares or odd lots (less than 100 shares to any record or beneficial holder) that were issuable in the Revised Reverse Stock Split were rounded up to the nearest whole share, or rounded up to 100 shares, respectively.
Added
On July 1, 2024, the Company entered into an advisory service agreement with Maxim Group LLC (“Maxim”) to provide merger and acquisition (M&A) services, general financial advisory services, and investment banking services to the Company. The Company agreed and issued 300,000 shares of our common stock to Maxim for such service.
Removed
The Revised Reverse Stock Split was approved and authorized by a majority of the Company’s stockholder on May 8, 2023 and by the Board of Directors of the Company on May 8, 2023.
Added
Pursuant to the agreement, Maxim agrees to return a proportionate number of the shares to the company if Maxim is in material breach of the agreement.
Removed
On July 19, 2023, the Financial Industry Regulatory Authority announced the Revised Reverse Stock Split. 32 Table of Contents Result of Operations Exchange Rates Translation of amounts from RM (MYR) into US$1.00 has been made at the following exchange rates for the respective years: December 31, December 31, 2023 2022 Year-end US$1.00: MYR exchange rate 4.5900 4.3900 January 1, January 1, 2023 to 2022 to December 31, December 31, 2023 2022 Yearly average US$1.00: MYR exchange rate 4.5658 4.3996 Results of Operations for the Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 (Audited).
Added
If at any time during the term of the agreement or within twelve months from the effective date of the termination of the agreement, the Company proposes to effect a public offering of its securities on a US exchange, private placement of securities or other financing, the Company shall offer to retain Maxim as sole book running manager of such offering, or as its exclusive placement or sales agent in connection with such financing or other matter, upon such terms as the parties may mutually agree.
Removed
For the year ended December 31, 2023, we had revenues of $9,770,806 as compared to revenues of $10,928,707 for the year ended December 31, 2022, a decrease of approximately 10.6%. The decrease is due primarily to a reduction in sales at our Chemrex subsidiary discussed further below. Cost of revenues .
Added
(b) Strategic Investment into Ascension Innovation Sdn Bhd. by our subsidiary, MRNA Scientific Sdn. Bhd. Pursuant to a Form 8-K filed on April 18, 2024, the Company announced a strategic investment in Ascension Innovation Sdn Bhd (AISB), a privately held Malaysian company. (c) Notification of Delisting and Stay of Suspension.
Removed
For the year ended December 31, 2023, we had other income of $486,036 as compared to other income of $179,283 for the year ended December 31, 2022, an increase of 171.1% for current year.
Added
On November 6, 2023, the Company reported that it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) regarding the Company’s failure to comply with Nasdaq Continued Listing Rule (“Rule”) 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share.
Removed
The increase of 154.9% for the current year was due to the costs associated with our uplisting from OTC markets to Nasdaq, the subsequent increases in compliance costs, and business development costs. Additionally, new accounting standards were applied which saw a corresponding write down in accounts receivable within Our subsidiary, Chemrex.
Added
A failure to comply with Rule 5550(a)(2) exists when listed securities fail to maintain a closing bid price of at least $1.00 per share for 30 consecutive business days. 36 Table of Contents Under Rule 5810(c)(3)(A), the Company automatically was provided a period of 180 calendar days, until May 6, 2024, to regain compliance.
Removed
MRNA Scientific and Chemrex MRNA Scientific Chemrex MRNA Scientific Chemrex Year ended Year ended December 31, 2023 December 31, 2022 REVENUE $ 24,219 $ 9,746,587 $ 95,816 $ 10,832,891 COST OF REVENUE (19,851 ) (8,421,457 ) (51,465 ) (9,618,213 ) GROSS PROFIT 4,368 1,325,130 44,351 1,214,678 OTHER INCOME 19,629 466,407 8,830 170,453 OPERATING EXPENSES General and administrative (245,747 ) (2,019,001 ) (286,753 ) (1,051,855 ) FINANCE COSTS (5,052 ) (8,877 ) (5,657 ) (6,822 ) (LOSS)/PROFIT BEFORE TAX (226,802 ) (236,641 ) (239,229 ) 326,454 Tax expense : Deferred tax 12,269 5,090 (1,428 ) (2,470 ) Income tax (2,613 ) (36,272 ) - (48,412 ) Total tax expense 9,656 (31,182 ) (1,428 ) (50,882 ) NET (LOSS)/PROFIT $ (217,146 ) $ (267,523 ) $ (240,657 ) $ 275,572 34 Table of Contents Revenue.
Added
The Company then applied to Nasdaq to receive an additional 180 calendar days to regain compliance. On August 8, 2024, the Company received notification from Nasdaq that the compliance period has been extended to November 4, 2024.
Removed
The revenue decreased in 2023 was due to RNA screening process having been adversely impacted by the Covid-19 pandemic. We believe that most people in Malaysia were reluctant to visit hospitals and clinics in view of the post Covid-19 Omicron and its subvariants for fear of transmission from other patients or medical staff.
Added
If at any time during this 180-day period the closing bid price of the Company’s securities is at least $1.00 for a minimum of ten consecutive business days, the Company’s compliance will be regained.
Removed
Since our RNA screening is administered at diagnostic centers, our business was adversely affected as a result. Cost of revenues .
Added
On November 5, 2024, the Company received a notification from the Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company’s common stock will be delisted from the Nasdaq Capital Market due to its failure to comply with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1 per share.
Removed
The increase of 91.9% in Chemrex operating expenses for the 2023 due to the increased commission, directors’ remuneration, medical expenses, loss on unrealized/realized currency exchange, withholding taxes and provision for losses on account receivables of $1,314,427.
Added
The Company had been provided two consecutive 180-day grace periods, ending on November 4, 2024, to regain compliance but was unable to meet the requirement within the designated period. In response, on November 8, 2024, the Company submitted a formal request for a hearing before a Nasdaq Hearings Panel to appeal the delisting determination.
Removed
MRNA Scientific had incurred $245,747 (5.1%) of the total combined operating expenses for the year ended December 31, 2023, as compared to the operating expenses of $286,753 (21.4%) of the total combined operating expenses or the year ended December 31, 2022, a decrease of 14.3%.
Added
The Nasdaq Hearings Department has acknowledged receipt of the Company’s hearing request, which stays the suspension of trading of the Company’s common stock pending a decision by the Panel.
Removed
The decrease of $41,006 in operating costs was due efficiencies in research and development, as well efficiencies in personnel allocation.
Added
The Company intends to present a compliance plan at the hearing, including potential corrective actions such as a reverse stock split, among other strategic initiatives, to regain compliance with Nasdaq’s listing standards.
Removed
At the parent level, we incurred $2,144,374 (44.9%) of the total combined operating expenses for the year ended December 31, 2023, as compared to the operating expenses of $390,881 (14.3%) of the total combined operating expenses for the year ended December 31, 2022.
Added
On December 27, 2024, the Company received a written notice from the Nasdaq Hearings Panel (the “Panel”) indicating that the Company has been granted a temporary exception to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share (the “Bid Price Rule”). The Company has until May 1, 2025, to regain compliance.
Removed
The increase of $1,753,493 approximately 448.6% in operating costs due cost and expenses associated with our public offering and the up listing to the NASDAQ market, including underwriting cost of $660,000, share-based compensation of $511,740, listing expenses of $205,224 and increased legal and audit fees, among others. (Loss)/Profit before tax.
Added
As part of this compliance plan, the Company effected a reverse stock split, which became market effective on April 7, 2025, which resulted in every ten (10) shares immediately prior to the market effectiveness being consolidated into one (1) share on the market effective date.
Removed
Chemrex had total tax expenses of $31,182 (144.9.%) from deferred tax credit of $5,090 (29.3%) and tax provision of $36,272 (93.3%) for the year ended December 31, 2023, as compared to the last year ended December 31, 2022, total tax expenses of $50,882 (97.3%) from deferred tax of $2,470 and tax provision of $48,412.
Added
The company will have to close above the minimum bid price of $1 for a total of 10 trading days from the market effective date to regain compliance. Failure to regain compliance by May 1, 2025, will result in the delisting of the Company’s common stock from The Nasdaq Capital Market.

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