10q10k10q10k.net

What changed in BioNexus Gene Lab Corp's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of BioNexus Gene Lab Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+273 added−332 removedSource: 10-K (2026-04-14) vs 10-K (2025-04-15)

Top changes in BioNexus Gene Lab Corp's 2025 10-K

273 paragraphs added · 332 removed · 157 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

66 edited+46 added−43 removed75 unchanged
Biggest changeNOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) Provision for genomic screening services Trading of industrial chemicals Investment holding Total Year ended December 31, 2024 REVENUE $ 16,069 $ 9,494,577 $ - $ 9,510,646 COST OF REVENUE (7,316 ) (8,213,809 ) - (8,221,125 ) GROSS PROFIT 8,753 1,280,768 - 1,289,521 OTHER INCOME 122,951 1,949,522 - 2,072,473 OPERATING EXPENSES Sales and marketing (125,299 ) (1,861,456 ) (43,929 ) (2,030,684 ) Research and development (47,511 ) - - (47,511 ) General and administrative (194,038 ) (679,321 ) (1,100,609 ) (1,973,968 ) Provision for expected credit losses - (883,533 ) - (883,533 ) TOTAL OPERATING EXPENSES (366,848 ) (3,424,310 ) (1,144,538 ) (4,935,696 ) LOSS FROM OPERATIONS (235,144 ) (194,020 ) (1,144,538 ) (1,573,702 ) FINANCE COSTS (11,795 ) (9,072 ) (279 ) (21,146 ) LOSS BEFORE TAX (246,939 ) (203,092 ) (1,144,817 ) (1,594,848 ) Tax expense: Deferred tax - 12,305 - 12,305 Income tax - (15,799 ) - (15,799 ) Tax expense - (3,494 ) - (3,494 ) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (246,939 ) $ (206,586 ) $ (1,144,817 ) $ (1,598,342 ) Provision for genomic screening services Trading of industrial chemicals Investment holding Total Year ended December 31, 2023 Segment assets $ 2,522,321 $ 6,676,344 $ 2,201,128 $ 11,399,793 Included in the measure of segment assets are: Addition to non-current assets other than financial instruments and deferred tax assets 247,192 15,486 - 262,678 Provision for genomic screening services Trading of industrial chemicals Investment holding Total Year ended December 31, 2024 Segment assets $ 2,652,754 $ 6,788,302 $ 992,792 $ 10,433,848 Included in the measure of segment assets are: Addition to non-current assets other than financial instruments and deferred tax assets 150,881 221,844 - 372,725 The Company had no inter-segment sales for the years presented.
Biggest changeNOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (Audited) Provision for genomic Trading of screening industrial Investment services chemicals holding Total Year ended December 31, 2024 REVENUE $ 16,069 $ 9,494,577 $ - $ 9,510,646 COST OF REVENUE (7,316 ) (8,213,809 ) - (8,221,125 ) GROSS PROFIT 8,753 1,280,768 - 1,289,521 OTHER INCOME 122,951 1,949,522 - 2,072,473 OPERATING EXPENSES Sales and marketing (125,299 ) (1,861,456 ) (43,929 ) (2,030,684 ) Research and development (47,511 ) - - (47,511 ) General and administrative (194,038 ) (679,321 ) (959,609 ) (1,832,968 ) Share-base compensation - - (141,000 ) (141,000 ) Provision for expected credit losses - (883,533 ) - (883,533 ) TOTAL OPERATING EXPENSES (366,848 ) (3,424,310 ) (1,144,538 ) (4,935,696 ) LOSS FROM OPERATIONS (235,144 ) (194,020 ) (1,144,538 ) (1,573,702 ) FINANCE COSTS (11,795 ) (9,072 ) (279 ) (21,146 ) LOSS BEFORE TAXES (246,939 ) (203,092 ) (1,144,817 ) (1,594,848 ) Tax expense: Deferred tax - 12,305 - 12,305 Income tax - (15,799 ) - (15,799 ) Tax expense - (3,494 ) - (3,494 ) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (246,939 ) $ (206,586 ) $ (1,144,817 ) $ (1,598,342 ) F-29 Table of Contents Provision for genomic screening services Trading of industrial chemicals Investment holding Total Year ended December 31, 2025 REVENUE $ 19,089 $ 7,405,822 $ - $ 7,424,911 COST OF REVENUE (9,335 ) (6,330,359 ) - (6,339,694 ) GROSS PROFIT 9,754 1,075,463 - 1,085,217 OTHER INCOME Dividend income - 22,112 - 22,112 Interest income 73,274 10,614 - 83,888 Fair value gain on investments in equity securities - - - - Gain on disposal of investments in equity securities - 27,201 - 27,201 Reversal of expected credit losses - 144,767 - 144,767 Gain from forex exchange 94,664 - - 94,664 Others 10,514 48,971 - 59,485 TOTAL OTHER INCOME 178,452 253,665 - 432,117 OPERATING EXPENSES Sales and marketing (135,714 ) (1,548,420 ) (52,197 ) (1,736,331 ) Research and development (50,670 ) - - (50,670 ) General and administrative (211,467 ) (461,943 ) (862,042 ) (1,535,452 ) Share-base compensation - - (794,770 ) (794,770 ) Fair value loss on investments in equity securities - (93,965 ) - (93,965 ) Provision for expected credit losses - (271,211 ) - (271,211 ) TOTAL OPERATING EXPENSES (397,851 ) (2,375,539 ) (1,709,009 ) (4,482,399 ) LOSS FROM OPERATIONS (209,645 ) (1,046,411 ) (1,709,009 ) (2,965,065 ) FINANCE COSTS (12,709 ) (6,645 ) (188 ) (19,542 ) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (222,354 ) $ (1,053,056 ) $ (1,709,197 ) $ (2,984,607 ) Provision for genomic Trading of screening industrial Investment services chemicals holding Total Year ended December 31, 2024 Segment assets $ 2,652,754 $ 6,788,302 $ 992,792 $ 10,433,848 Included in the measure of segment assets are: Addition to non-current assets other than financial instruments and deferred tax assets 150,881 221,844 - 372,725 Provision for genomic screening services Trading of industrial chemicals Investment holding Total As of December 31, 2025 Segment assets $ 2,281,947 $ 4,577,690 $ 2,393,147 $ 9,252,784 Included in the measure of segment assets are: Addition to non-current assets other than financial instruments and deferred tax assets 1,382 35,589 - 36,971 The Company had no inter-segment sales for the years presented.
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”).
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, 2025, and December 31, 2024, 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”).
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes. ☐ Basis of presentation The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). ☐ Basis of consolidation The consolidated financial statements include the accounts of BioNexus Gene Lab Corp. and its subsidiaries.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (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$”)) (Audited) ☐ Related parties Parties, which can be a corporation or individual, are related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (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.
As of December 31, 2024, the Company performed an analysis of all outstanding trade receivables in accordance with the expected credit loss model under ASC 326. The Company considered historical collection trends, aging of balances, customer credit profiles, and current and forecasted economic conditions in estimating the allowance. The Company’s standard credit terms range from 30 to 90 days.
As of December 31, 2025, the Company performed an analysis of all outstanding trade receivables in accordance with the expected credit loss model under ASC 326. The Company considered historical collection trends, aging of balances, customer credit profiles, and current and forecasted economic conditions in estimating the allowance. The Company’s standard credit terms range from 30 to 90 days.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) ☐ Investments in equity securities The Company accounts for its investments that represent less than 20% ownership, and for which the Company does not have the ability to exercise significant influence, using ASC 321, Investments—Equity Securities.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclosed in their financial statements uncertain tax positions taken or expected to be taken on a tax return.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (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.
Instead, shareholders who would otherwise be entitled to receive a fractional share received a cash payment in lieu thereof based on the daily Volume Weighted Average Price (VWAP) of our common stock, calculated for the ten (10) trading days immediately preceding the effective date of the Reverse Stock Split, multiplied by the fractional share. F-30
Instead, shareholders who would otherwise be entitled to receive a fractional share received a cash payment in lieu thereof based on the daily Volume Weighted Average Price (VWAP) of our common stock, calculated for ten (10) trading days immediately preceding the effective date of the Reverse Stock Split, multiplied by the fractional share.
The criteria for recognizing revenue at a point in time, such as the transfer of control of goods or completion of services, are clear and are based on established contract terms. Therefore, no significant judgment is required in determining the timing of revenue recognition. F-23 Table of Contents BIONEXUS GENE LAB CORP.
The criteria for recognizing revenue at a point in time, such as the transfer of control of goods or completion of services, are clear and are based on established contract terms. Therefore, no significant judgment is required in determining the timing of revenue recognition. F-26 Table of Contents BIONEXUS GENE LAB CORP.
Pursuant to ASU 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures”, the financial information concerning the Company’s reportable segments is shown as below: F-25 Table of Contents BIONEXUS GENE LAB CORP.
Pursuant to ASU 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures”, the financial information concerning the Company’s reportable segments is shown as below: F-28 Table of Contents BIONEXUS GENE LAB CORP.
The Company does not expect that any other recently issued accounting pronouncements will have a significant effect on its consolidated financial statements. F-16 Table of Contents BIONEXUS GENE LAB CORP.
The Company does not expect that any other recently issued accounting pronouncements will have a significant effect on its consolidated financial statements. F-18 Table of Contents BIONEXUS GENE LAB CORP.
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.
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-32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 5 – OPERATING LEASE RIGHT OF USE ASSET AND LEASE LIABILITIES The Company has operating lease arrangements for office space, lab, and motor vehicles in Malaysia with a term between two and five years, generally with option to renew the lease after that date.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 6 – 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 15 – SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2024 up through April 15, 2025 of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 17 – 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, 2025 up through April 14, 2026 of these consolidated financial statements.
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.
Fully depreciated plant and equipment are retained in the financial statements until they are no longer in use. F-14 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$”)) (Audited) NOTE 8 – TRADE PAYABLES Trade payables are amounts billed to the Company by suppliers for goods and services in the ordinary course of business. All amounts have short-term repayment terms and vary by supplier.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 9 – TRADE PAYABLES Trade payables are amounts billed to the Company by suppliers for goods and services in the ordinary course of business. All amounts have short-term repayment terms and vary by supplier.
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$”)) (Audited) NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND BioNexus Gene Lab Corp. (the “Company”) was incorporated in the State of Wyoming on May 12, 2017.
F-11 Table of Contents BIONEXUS GENE LAB CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (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 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.
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, 2025 is depicted below: BioNexus Gene Lab Corp. a Wyoming company 100% owned 100% owned MRNA Scientific Sdn. Bhd. Chemrex Corporation Sdn. Bhd., (formerly known as “BioNexus Gene Lab Sdn.
Management periodically reviews new accounting standards that are issued. F-15 Table of Contents BIONEXUS GENE LAB CORP.
Management periodically reviews new accounting standards that are issued. F-17 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 3 – TRADE RECEIVABLES The Company’s trade receivables represent amounts due from customers that are unrelated parties and related parties of $47,272 and $4,520 respectively for year 2024 and 2023.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 3 – TRADE RECEIVABLES The Company’s trade receivables represent amounts due from customers that are unrelated parties and related parties of $31,420 and $47,272 for year 2025 and 2024 respectively.
(2) The amortization of the operating lease right-of-use asset for the year ended December 31, 2024 and 2023 were $48,983 and $25,170, respectively. (3) The Company agreed to terminate its operating lease arrangement for office space in Malaysia, effective August 31, 2024.
(2) The amortization of the operating lease right-of-use asset for the year ended December 31, 2025 and 2024 were $56,434 and $48,983, respectively. (3) The Company agreed to terminate its operating lease arrangement for office space in Malaysia, effective August 31, 2024.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 10 – RELATED PARTY TRANSACTIONS The following table provides details of the total revenue earned and expenses incurred from all related party transactions: For the year ended December 31, December 31, 2024 2023 Entities in which certain directors of a subsidiary have substantial financial interests Sales of goods $ 112,556 $ 106,919 Purchases $ (297,736 ) $ (184,433 ) Rental of factory $ (1,969 ) $ - The balances related to the above transactions with related parties are as disclosed in the Consolidated Balance Sheets which are interest-free, unsecured and subject to normal credit terms.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 12 – RELATED PARTY TRANSACTIONS The following table provides details of the total revenue earned and expenses incurred from all related party transactions: For the year ended December 31, December 31, 2025 2024 Entities in which certain directors of a subsidiary have substantial financial interests Sales of goods $ 68,104 $ 112,556 Purchases (9,503 ) (297,736 ) Rental of factory (4,206 ) (1,969 ) The balances related to the above transactions with related parties are as disclosed in the Consolidated Balance Sheets which are interest-free, unsecured and subject to normal credit terms.
Accordingly, at the date of termination of the operating lease, the Company expensed a right-of-use-asset, net of accumulated depreciation, of $25,094 and recorded a write-off of lease liability of $25,679, offset with deposit forfeited by landlord at $1,969, with a loss on lease termination recorded for $1,384.
Accordingly, at the date of termination of the operating lease, the Company expensed a right-of-use-asset, net of accumulated depreciation, of $25,094 and recorded a write-off of lease liability of $25,679, with a loss on lease termination recorded for $1,384.
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.
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, 2025 2024 Year-end US$1.00: MYR exchange rate 4.0610 4.4755 January 1, January 1, 2025 to 2024 to December 31, December 31, 2025 2024 Yearly average US$1.00: MYR exchange rate 4.2799 4.5710 F-16 Table of Contents BIONEXUS GENE LAB CORP.
The Company takes ownership, risks, and rewards of the products purchased. Write downs are recorded in cost of revenues in the Consolidated Statement of Operations and Comprehensive Income/(Loss). ☐ Leases The Company determines if a contract is or contains a lease at the inception of the contract or modification of the contract.
Write downs are recorded in cost of revenues in the Consolidated Statement of Operations and Comprehensive Income/(Loss). ☐ Leases The Company determines if a contract is or contains a lease at the inception of the contract or modification of the contract.
On February 10, 2025, the Company’s Board of Directors approved the creation of the Series Z Preferred Stock and the filing of the Amendment with the Wyoming Secretary of State.
The Amendment authorized the creation of one (1) share of the Series Z Convertible Preferred Stock. On February 10, 2025, the Company’s Board of Directors approved the creation of the Series Z Preferred Stock and the filing of the Amendment with the Wyoming Secretary of State.
Bhd., a Malaysian Company F-10 Table of Contents BIONEXUS GENE LAB CORP.
Bhd.”), a Malaysian Company a Malaysian company F-12 Table of Contents BIONEXUS GENE LAB CORP.
F-13 Table of Contents BIONEXUS GENE LAB CORP.
F-9 Table of Contents BIONEXUS GENE LAB CORP.
F-20 Table of Contents BIONEXUS GENE LAB CORP.
F-15 Table of Contents BIONEXUS GENE LAB CORP.
F-27 Table of Contents BIONEXUS GENE LAB CORP.
F-24 Table of Contents BIONEXUS GENE LAB CORP.
As these securities are actively traded, the quoted prices in the market are considered to be the most reliable indicator of fair value. No significant adjustments are made to these prices, as they reflect current market conditions at the measurement date. F-22 Table of Contents BIONEXUS GENE LAB CORP.
As these securities are actively traded, the quoted prices in the market are considered to be the most reliable indicator of fair value. No significant adjustments are made to these prices, as they reflect current market conditions at the measurement date.
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.
As of December 31, December 31, 2025 2024 Supplemental Cash Flow Disclosures: Cash paid for amounts included in the measurement of lease liabilities: Lease payment – operating leases $ (65,817 ) $ (56,598 ) Operating lease liabilities obtained in exchange for operating lease assets - 145,736 Other information: Weighted average remaining lease term for operating lease (years) 3.42 4.42 Weighted average discount rate for operating lease 6.65 % 6.65 % (4) Lease expenses for the year ended December 31, 2025 and 2024 were $69,111 and $60,778 respectively.
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (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.
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (Audited) As of December 31, December 31, Note 2025 2024 COMMITMENT AND CONTINGENCIES - - STOCKHOLDERS’ EQUITY As at December 31, 2025, common stock, no par value; 300,000,000 shares authorized and 2,417,314 shares outstanding, and preferred stock, no par value; 30,000,000 shares authorized and no shares outstanding.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (Audited) Accounting Standards Adopted in 2025 Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) As of December 31, 2024 and 2023, the maturities of the operating lease liabilities are as follows: As of December 31, December 31, 2024 2023 Years ending December 31: 2024 - 43,213 2025 62,939 36,634 2026 62,311 36,634 2027 55,403 24,568 2028 45,166 14,332 2029 12,848 - Total undiscounted cash flows 238,667 155,381 Less: Interest imputed on lease liabilities (28,110 ) (21,986 ) Present value of lease liabilities $ 210,557 $ 133,395 (1) During the year ended December 31, 2024, the Company entered into a new operating lease of office space in Malaysia for 5 years.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (Audited) As of December 31, 2025 and 2024, the maturities of the operating lease liabilities are as follows: As of December 31, December 31, 2025 2024 Years ending December 31 and December 31: 2025 - 62,939 2026 68,671 62,311 2027 61,058 55,403 2028 49,776 45,166 2029 14,159 12,848 Total undiscounted cash flows 193,664 238,667 Less: Interest imputed on lease liabilities (17,618 ) (28,110 ) Present value of lease liabilities $ 176,046 $ 210,557 (1) During the year ended December 31, 2024, the Company entered into a new operating lease of office space in Malaysia for 5 years.
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.
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. The Company takes ownership, risks, and rewards of the products purchased.
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.
The Company maintains cash balances with multiple financial institutions in Malaysia as well as in the United States. Deposits placed with each institution in Malaysia are insured by the Malaysia Deposit Insurance Corporation (Perbadanan Insurans Deposit Malaysia, or PIDM) up to RM250,000 (approximately USD 58,000) per depositor.
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 $313,859 recorded in other income of the Consolidated Statements of Operations and Comprehensive Income/(Loss).
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 8 – INVESTMENTS IN EQUITY SECURITIES As of December 31, December 31, 2025 2024 As of beginning of the year $ 1,265,166 $ 1,699,831 Addition during the year 1,790,333 492,732 Disposal during the year (1,004,428 ) (1,030,368 ) Fair value (loss)/gain (93,965 ) 69,476 Foreign exchange translation 70,434 33,495 As of end of the year $ 2,027,540 $ 1,265,166 For the year ended December 31, 2025 and 2024, the net fair value (loss)/gains on the investments in equity securities were $(93,965) and $69,476 recorded in other income of the Consolidated Statements of Operations and Comprehensive Income/(Loss).
F-11 Table of Contents BIONEXUS GENE LAB CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (Audited) ☐ Inventories Inventories consisting of products available for sale are stated at the lower of cost or net realizable value.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (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. Cost of inventory is determined using the first-in, first-out (FIFO) method.
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.
As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2025, the Company recorded a net loss of $2,984,607 and negative cash outflows from operating activities of $1,838,382 and as of December 31, 2025, the Company incurred an accumulated deficit of $6,427,227.
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.
As at December 31, 2024, common stock, no par value; 300,000,000 shares authorized and 1,796,766 shares outstanding, and preferred stock, no par value; 30,000,000 share authorized and no shares outstanding (on a post-reverse stock split basis)*. 14 $ 20,174,795 $ 17,332,315 Additional paid in capital (5,011,891 ) (5,011,891 ) Accumulated deficit (6,427,227 ) (3,442,620 ) Accumulated other comprehensive losses (120,749 ) (555,000 ) TOTAL STOCKHOLDERS’ EQUITY 8,614,928 8,322,804 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 9,252,784 $ 10,433,848 * Issued and outstanding shares of common stock have been adjusted as below: 1) for the periods prior to April 7, 2025, to reflect the 1-for-10 reverse stock split effected on that date on a retroactive basis as described in Note 14. 2) for the periods prior to July 20, 2023, to reflect the 1-for-12 reverse stock split effected on that date on a retroactive basis as described in Note 14 See accompanying notes to the consolidated financial statements.
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.
As of December 31, 2025 and 2024 operating lease right-of-use assets as follows: As of December 31, December 31, 2025 2024 Balance as of December 31, 2024 $ 215,243 $ 141,544 Add: Addition of right of use assets (1) - 145,736 Less: amortization (2) (56,434 ) (48,983 ) Less: lease termination (3) - (25,093 ) Foreign translation differences 18,928 2,039 Balance as of December 31, 2025 $ 177,737 $ 215,243 As of December 31, 2025 and 2024 operating lease liabilities as follows: As of December 31, December 31, 2025 2024 Balance as of beginning of the year $ 210,557 $ 133,395 Add: addition of lease liabilities (1) - 145,736 Less: gross repayment (65,817 ) (56,598 ) Add: imputed interest (4) 12,677 11,795 Less: lease termination (3) - (25,679 ) Foreign translation differences 18,629 1,908 Balance as of end of the year 176,046 210,557 Less: lease liability current portion (59,147 ) (50,816 ) Lease liability non-current portion $ 116,899 $ 159,741 F-22 Table of Contents 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.
NOTE 13 – 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, 2025 and December 2024. b) Major suppliers For year ended December 31, 2025 and 2024, 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: 2025 2024 2025 2024 2025 2024 Purchase Percentage of purchases Accounts payable trade Vendor A $ 1,508,422 $ 1,635,124 23.83 % 19.89 % $ - $ 512,811 Vendor B $ 950,001 $ 1,321,889 15.01 % 16.08 % $ - $ 168,302 Vendor C $ - $ 1,138,814 - 13.85 % $ - $ 160,521 $ 2,458,423 $ 4,095,827 38.84 % 49.82 % $ - $ 841,634 NOTE 14 – STOCKHOLDERS’ EQUITY As at December 31, 2025 and 2024, the Company issued and outstanding, common stock of 2,417,314 and 1,796,766 shares respectively.
In August, 2023, an aggregate of 759,299 shares of common stock were issued to professional parties or service providers in lieu of cash for services rendered, 125,000 were subsequently cancelled in November, 2023.
In August 2024, 300,000 shares of common stock were issued to professional parties or service providers in lieu of cash for services rendered.
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 $109,509 as explained in Note 14 F-21 Table of Contents BIONEXUS GENE LAB CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 7 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following: As of December 31, December 31, 2025 2024 Air conditioner $ 1,124 $ 1,124 Computer and software 7,262 5,880 Equipment 65,360 65,214 Furniture and fittings 98,883 98,883 Lab equipment 320,102 320,102 Land and buildings 1,506,969 1,506,969 Motor vehicle 161,148 161,148 Office equipment 41,108 37,604 Renovation 111,519 101,137 Signboard 806 806 Solar PV System 16,935 16,935 Machinery 211,898 190,341 2,543,114 2,506,143 (Less): Accumulated depreciation (868,849 ) (756,976 ) (Less): Accumulated impairment (40,173 ) (40,173 ) Add: Foreign translation differences (35,323 ) (186,004 ) Property, plant and equipment, net $ 1,598,769 $ 1,522,990 During the year ended December 31, 2025 and 2024, the Company recorded depreciation of $111,873 and $104,160, respectively.
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (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.
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (Audited) Year ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ (2,984,607 ) $ (1,598,342 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of right-of-use asset 56,434 48,983 Allowances for expected credit losses 271,211 883,533 Recoveries for expected credit losses (144,767 ) (1,689,412 ) Bad debts written off - 6,344 Depreciation of property, plant and equipment 111,873 104,160 Dividend income (22,112 ) (68,130 ) Fair value loss/(gain) on investments in equity securities 93,965 (69,476 ) Loss arising from settlement of supplier contract dispute - 29,534 Gain on disposal of investments in equity securities (27,201 ) (38,409 ) Loss on lease termination - 1,384 Impairment on property - 40,173 Share-based compensation 794,770 141,000 Operating loss before working capital changes (1,850,434 ) (2,208,658 ) Changes in operating assets and liabilities: Inventories 711,921 (250,854 ) Trade, other receivables and other assets 782,841 147,760 Trade and other payables (1,383,488 ) 204,342 Advance payment from customer (87,494 ) 95,879 Operating lease liabilities (34,511 ) (42,895 ) Tax recoverable/(liabilities) 22,783 (38,834 ) Net cash used in operating activities (1,838,382 ) (2,093,260 ) Cash flows from investing activities: Acquisition of investments in equity securities (9,159 ) (492,732 ) Dividend income 22,112 68,130 Change in fixed deposits placed with original maturities more than three months (62,860 ) (78,835 ) Purchase of plant and equipment (36,971 ) (226,989 ) Proceeds from disposal of investments in equity securities 1,031,629 1,068,777 Proceeds from settlement of supplier contract dispute - 79,851 Net cash generated from investing activities 944,751 418,202 F-10 Table of Contents BIONEXUS GENE LAB CORP.
The investments in equity securities consist of the following shares: As of December 31, December 31, 2024 2023 Investment in equity securities with readily determined fair value: Malaysia 863,810 1,138,863 Singapore 177,808 79,577 Hong Kong - 481,391 $ 1,041,618 $ 1,699,831 Investment in equity securities without readily determined fair value: Malaysia 223,548 - $ 1,265,166 $ 1,699,831 The Company’s investment in equity securities is measured at fair value on a recurring basis.
The investments in equity securities consist of the following shares: As of December 31, December 31, 2025 2024 Investment in equity securities with readily determined fair value: Malaysia - 863,810 Singapore - 177,808 $ - $ 1,041,618 Investment in equity securities without readily determined fair value: Malaysia 246,366 223,548 Singapore 1,781,174 - $ 2,027,540 $ 1,265,166 Equity Securities With Readily Determinable Fair Value The Company’s investment in equity securities total of $Nil and$1,041,618 as of December 31, 2025 and 2024 respectively, are measured at fair value on a recurring basis.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (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.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (Audited) Year ended December 31, (Audited) Consolidated 2025 2024 REVENUE (including $68,104 and $112,556 of revenue from related party for the year ended December 31, 2025 and 2024 respectively) $ 7,424,911 $ 9,510,646 COST OF REVENUE (including $9,503 and $297,736 of cost of revenue from related party for the year ended December 31, 2025 and 2024, respectively) (6,339,694 ) (8,221,125 ) GROSS PROFIT 1,085,217 1,289,521 OTHER INCOME Dividend income 22,112 68,130 Interest income 83,888 147,641 Fair value gain on investments in equity securities - 69,476 Gain on disposal of investments in equity securities 27,201 38,409 Reversal of expected credit losses 144,767 1,689,412 Gain from foreign exchange 94,664 - Others 59,485 59,405 TOTAL OTHER INCOME 432,117 2,072,473 OPERATING EXPENSES Sales and marketing (1,736,331 ) (2,030,684 ) Research and development (50,670 ) (47,511 ) General and administrative (including $4,206 and $1,969 of rental expenses to related party for the year ended December 31, 2025 and 2024, respectively) (1,535,452 ) (1,832,968 ) Share-based compensation (794,770 ) (141,000 ) Fair value loss on investments in equity securities (93,965 ) - Provision for expected credit losses (271,211 ) (883,533 ) TOTAL OPERATING EXPENSES (4,482,399 ) (4,935,696 ) LOSS FROM OPERATIONS (2,965,065 ) (1,573,702 ) FINANCE COSTS (19,542 ) (21,146 ) LOSS BEFORE TAXES (2,984,607 ) (1,594,848 ) Tax expense: Deferred tax - 12,305 Income tax - (15,799 ) Tax expense - (3,494 ) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (2,984,607 ) $ (1,598,342 ) Other comprehensive income Foreign currency translation gain 434,251 122,294 COMPREHENSIVE LOSS $ (2,550,356 ) $ (1,476,048 ) Earnings per share - Basic and diluted (1.607 ) (0.897 ) Weighted average number of common stocks outstanding, Basic and Diluted # 1,856,680 1,781,848 # Weighted average shares outstanding and per share amount have been adjusted for the periods shown to reflect the 1-for-10 reverse stock split effected on April 7, 2025 and the 1-for-12 reverse stock split effected on July 20, 2023, on a retroactive basis as described in Note 14.
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.
The Company actively monitors its balances with these financial institutions and considers the risk of loss to be remote. ☐ Trade receivables Trade receivables are recorded at the invoiced amount and are generally non-interest bearing. However, interest may be imposed on extended credit terms or overdue balances.
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.
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”))(CONT’D) (Audited) Year ended December 31, 2025 2024 Cash flows from financing activities: Advances from directors 32,305 3,975 Cash paid for fractional shares in reverse stock split (775 ) - Share subscription 267,311 - Net cash generated from financing activities 298,841 3,975 Foreign currency translation adjustment 194,207 40,339 NET CHANGE IN CASH AND CASH EQUIVALENTS (400,583 ) (1,630,744 ) CASH AND CASH EQUIVALENTS, BEGINNING OF FINANCIAL YEAR 2,886,966 4,517,710 CASH AND CASH EQUIVALENTS, END OF FINANCIAL YEAR $ 2,486,383 $ 2,886,966 CASH AND CASH EQUIVALENTS INFORMATION: Fixed deposits placed with financial institutions with original maturities of three months or less $ 103,014 $ 1,303,487 Cash and bank balances 2,383,369 1,583,479 Cash and cash equivalents, end of financial year 2,486,383 2,886,966 Supplementary cash flow information: Interest paid $ (6,865 ) $ (9,351 ) Income tax refunded 43,655 - Income tax paid (14,823 ) (40,380 ) Acquisition of investment via share exchange (1,781,174 ) - See accompanying notes to the consolidated financial statements.
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).
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). F-13 Table of Contents BIONEXUS GENE LAB CORP.
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.
F-8 Table of Contents BIONEXUS GENE LAB CORP CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (Audited) Accumulated Common stock Additional other Total Number of paid in Accumulated comprehensive stockholders’ shares Amount capital deficit losses equity Balance as of December 31, 2023 * 1,766,766 $ 17,191,315 $ (5,011,891 ) $ (1,844,278 ) $ (677,294 ) $ 9,657,852 Net loss for the year - - - (1,598,342 ) - (1,598,342 ) Issuance of shares * 30,000 141,000 - - 141,000 Foreign currency translation gain - - - - 122,294 122,294 Balance as of December 31, 2024 * 1,796,766 $ 17,332,315 $ (5,011,891 ) $ (3,442,620 ) $ (555,000 ) $ 8,322,804 Accumulated Common stock Additional other Total Number of paid in Accumulated comprehensive stockholders’ shares Amount capital deficit losses equity Balance as of December 31, 2024 * 1,796,766 $ 17,332,315 $ (5,011,891 ) $ (3,442,620 ) $ (555,000 ) $ 8,322,804 Net loss for the year - - - (2,984,607 ) - (2,984,607 ) Issuance of shares 620,548 2,842,480 - - - 2,842,480 Foreign currency translation gain - - - - 434,251 434,251 Balance as of December 31, 2025 * 2,417,314 $ 20,174,795 $ (5,011,891 ) $ (6,427,227 ) $ (120,749 ) $ 8,614,928 * Share activity (number of shares or both number and amount of shares) has been adjusted for the periods shown to reflect the 1-for-10 reverse stock split effected on April 7, 2025, on a retroactive basis See accompanying notes to the consolidated financial statements.
NOTE 9 – REVENUE The following table shows disaggregated net revenue from contracts with customers by product or service line and geographic area for the year ended December 31, 2024 and 2023: For the year ended December 31, December 31, 2024 2023 Revenue by product or service line: Trading of industrial chemicals 9,494,577 9,746,587 Screening services and related sales 16,069 24,219 Net revenue $ 9,510,646 $ 9,770,806 Revenue by geographic area Bangladesh 123,267 538,062 Indonesia 138,300 - Malaysia 7,455,906 8,222,055 Maldives 762,144 637,186 Nigeria - 42,073 Singapore 572,027 244,404 Sri Lanka 459,002 87,026 Net revenue $ 9,510,646 $ 9,770,806 Timing of recognition: At a point in time $ 9,510,646 $ 9,770,806 Revenue is derived from the sale of industrial chemicals and the provision of genomic screening services.
All amounts have short payment terms. 2025 2024 $ $ Other payables 275,574 115,356 Accrued liabilities 126,036 168,752 401,611 284,108 NOTE 11 – REVENUE The following table shows disaggregated net revenue from contracts with customers by product or service line and geographic area for the year ended December 31, 2025 and 2024: For the year ended December 31, December 31, 2025 2024 Revenue by product or service line: Trading of industrial chemicals 7,405,822 9,494,577 Screening services and related sales 19,089 16,069 Net revenue $ 7,424,911 $ 9,510,646 Revenue by geographic area Bangladesh 106,253 123,267 Malaysia 5,829,401 7,455,906 Maldives 680,994 762,144 Singapore 240,757 572,027 Sri Lanka 452,639 459,002 Indonesia 114,867 138,300 Net revenue $ 7,424,911 $ 9,510,646 Timing of recognition: At a point in time $ 7,424,911 $ 9,510,646 Revenue is derived from the sale of industrial chemicals and the provision of genomic screening services.
The Company does not expect that any other recently issued accounting pronouncements will have a significant effect on its condensed consolidated financial statements. Accounting Standards Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses: In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses.
Accounting Standards not yet Adopted Accounting Standards Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses: In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses.
Approval of a Reverse Stock Split Proposal: Approval of an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding shares of common stock, no par value, at a ratio ranging from one-for-two (1:2) to one-for-ten (1:10), with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders.
Reverse Stock Split On March 19, 2025, the Company held a Special Meeting of Shareholders which, among other items, approved of an amendment to the Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding shares of common stock, with a ratio ranging from one-for-five (1:5) to one-for-ten (1:10), with the exact ratio to ratio to be set at the discretion of the Board of Directors.
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.
As of December 31, December 31, 2025 2024 Trade receivables 1,209,880 1,894,448 Allowances for expected credit losses (703,995 ) (517,877 ) Total trade receivables, net $ 505,885 $ 1,376,571 Movement for trade receivables allowance for impairment accounts: As of December 31, December 31, 2025 2024 At January 1, 2025 and January 1, 2024 517,877 1,307,508 Charge for the year Allowances for expected credit losses 225,756 883,533 Recovered for expected credit losses (97,203 ) (1,689,412 ) Foreign translation differences 57,565 16,248 At December 31, 2025 and 2024 $ 703,995 $ 517,877 F-19 Table of Contents BIONEXUS GENE LAB CORP.
On February 11, 2025, the Company filed with the Wyoming Secretary of State Articles of Amendment to its Articles of Incorporation (a true and correct copy of which is attached hereto as Exhibit 3.6) (“Amendment”). The Amendment authorized the creation of one (1) share of the Series Z Convertible Preferred Stock.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 16 – SIGNIFICANT EVENTS On February 11, 2025, the Company filed with the Wyoming Secretary of State Articles of Amendment to its Articles of Incorporation (a true and correct copy of which is attached hereto as Exhibit 3.6) (“Amendment”).
The Company consists of three operating units, BioNexus Gene Lab Corp., MRNA Scientific Sdn. Bhd. and Chemrex Corporation Sdn. Bhd. which are determined as three reportable segments, as described below. These reportable segments offer different products and services, and are managed separately because they require different technology and marketing strategies.
This information are regularly reviewed by the Company’s Chief Executive Officer who is identified as the Chief Operating Decision Maker (“CODM”). The Company consists of three operating units, BioNexus Gene Lab Corp., MRNA Scientific Sdn. Bhd. and Chemrex Corporation Sdn. Bhd. which are determined as three reportable segments, as described below.
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.
The Company recognizes an allowance for credit losses in accordance with ASC 326, Financial Instruments – Credit Losses, using an expected credit loss (ECL) model. 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.
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.
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. Trade receivables are written off against the allowance when all reasonable collection efforts have been exhausted and recovery is considered remote.
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”).
On April 1, 2025, the Company filed its Articles of Amendment with the Wyoming Secretary of State to effect a one for ten (1 for 10) reverse stock split of its issued and outstanding common stock.
See accompanying notes to the consolidated financial statements. F-5 Table of Contents BIONEXUS GENE LAB CORP.
F-30 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 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, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (Audited) NOTE 4 – OTHER ASSET S On November 28, 2025, the Company entered into an Exclusive Intellectual Property License Agreement (the “License Agreement”) with Fidelion Diagnostics Pte. Ltd.
F-28 Table of Contents BIONEXUS GENE LAB CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”)) (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, 2025 AND 2024 (Currency expressed in United States Dollars (“US$”)) (Audited) Shelf Filing On November 7, 2025, the Company filed a registration statement on Form S-3 with the U.S.
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.
The Revised Reverse Stock Split was approved and authorized by a majority of the Company’s stockholder on March 19, 2025. Thereafter, on that same date, the Board of Directors set the reverse stock split ratio at 1 for 10.
NOTE 13 – SEGMENT INFORMATION The Company determines it reportable segments based on its internal organization structure and internal management reporting used to assess and allocate resources. This information are regularly reviewed by the Company’s Chief Executive Officer who is identified as the Chief Operating Decision Maker (“CODM”).
This form part of the condition under the Share Subscription and Shareholders’ Agreement “SSSA” entered into with Fidelion and TongShu Biotechnology (Hong Kong) Co., Limited (‘TongShu”) NOTE 15 – SEGMENT INFORMATION The Company determines its reportable segments based on its internal organization structure and internal management reporting used to assess and allocate resources.
Removed
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.
Added
While for deposits placed with institution in the United States, it is insured by the Federal Deposit Insurance Corporation (FDIC) up to USD250,000 per depositor, per insured bank, for each account ownership category under the FDIC's general deposit insurance rules. From time to time, the Company’s cash balances may exceed these insured limits.
Removed
The new standard provides improvements to reportable segment disclosure requirements through amendments that require disclosure of significant segment expenses and other segment items on an interim and annual basis and requires all annual disclosures about a reportable segment’s profit or loss and assets to be made on an interim basis.
Added
As of December 31, 2025, cash balances exceeding the insured limit amounted to $2,050,790. However, the Company has not experienced any losses on such accounts and believes that its exposure to credit risk is not significant.
Removed
The standard also requires the disclosure of the chief operating decision maker’s (“CODM”) title and position and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
Added
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. 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.
Removed
The standard also clarifies that if the CODM uses more than one measure in assessing segment performance and deciding how to allocate resources, a company may report the additional segment profit or loss measure(s) and that companies with a single reportable segment must provide all disclosures required by this amendment.
Added
The new standard was issued to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand how an entity’s operations, tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows.
Removed
The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The standard should be applied retrospectively to all prior periods presented in the financial statements. During the fourth quarter of 2024, we adopted ASU 2023-07 and enhanced our segment disclosures in line with the new guidance.
Added
The amendments in this update primarily relate to requiring greater disaggregated disclosure of information in the rate reconciliation, income taxes paid, income (loss) from continuing operations before income tax expense (benefit), and income tax expense (benefit) from continuing operations. The ASU is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted.
Removed
The adoption had no effect on our consolidated financial statements.
Added
The standard can be applied prospectively or retrospectively. The Company adopted this ASU prospectively in the fourth quarter of 2025, and the required disclosures are included in Note 15, Income Taxes.
Removed
Accounting Standards not yet Adopted Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures: In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid.
Added
(“Fidelion”), pursuant to which the Company received an exclusive, irrevocable license to use, develop, manufacture, market, distribute, and sell products utilizing the VitaGuard™ minimal residual disease (“MRD”) liquid biopsy platform in the member states of the Association of Southeast Asian Nations (“Southeast Asia” or the “Territory”).

… 75 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

58 edited+6 added−28 removed160 unchanged
Biggest changeAs 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.
Biggest changeTherefore, there may be instances when we will sustain losses, damages and liabilities because of our lack of insurance coverage, which may in turn materially and adversely affect our financial condition and results of operations. 23 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.
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 “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. 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.
Continued and additional market acceptance and its ability to attract new customers are key elements to its future success. 25 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: 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.
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: · 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.
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.
In particular, MRNA Scientific face a number of challenges relating to data inter-connected with regional labs, including: · 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.
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 instances of volatility and market turmoil could adversely affect its operations and the trading price of its common stock. 22 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.
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, 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. 21 Table of Contents Our net losses may continue in the future.
Since we rely principally on dividends and other payments from its subsidiaries for its cash requirements, any restrictions on such dividends or other payments could materially and adversely affect its liquidity, financial condition and results of operations. Volatility in our shares price may subject us to securities litigation.
Since we rely principally on dividends and other payments from its subsidiaries for its cash requirements, any restrictions on such dividends or other payments could materially and adversely affect its liquidity, financial condition and results of operations. Volatility in our share price may subject us to securities litigation.
Although MRNA Scientific intend to obtain some form of business interruption insurance in the future, there can be no assurance that we will secure adequate insurance coverage or that any such insurance coverage will be sufficient to protect our operations to significant potential liability in the future.
Although MRNA Scientific intends to obtain some form of business interruption insurance in the future, there can be no assurance that we will secure adequate insurance coverage or that any such insurance coverage will be sufficient to protect our operations to significant potential liability in the future.
As a result of these factors, MRNA Scientific’s competitors may succeed in obtaining patent protection and/or FDA approval or discovering, developing and commercializing screening process for cancer, inflammation, osteoarthritis and many more indications. In addition, smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies.
As a result of these factors, MRNA Scientific’s competitors may succeed in obtaining patent protection and/or FDA approval or discovering, developing and commercializing screening process for cancer, inflammation, osteoarthritis and many more indications. 27 Table of Contents In addition, smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies.
Competition for these individuals is intense, and the turnover rate can be high. Failure to attract and retain management and scientific and engineering personnel could prevent the Company from pursuing collaborations or developing its services and products or technologies. We may be unable to protect the company’s intellectual property adequately.
Competition for these individuals is intense, and the turnover rate can be high. Failure to attract and retain management and scientific and engineering personnel could prevent the Company from pursuing collaborations or developing its services and products or technologies. 30 Table of Contents We may be unable to protect the company’s intellectual property adequately.
Additional capital, if needed, may not be available on satisfactory terms or at all. In addition, the terms of any financing may adversely affect stockholders’ holdings or rights. Debt financing, if available, may include restrictive covenants.
Any additional capital we raise may not be available on satisfactory terms and may adversely affect stockholders’ holdings or rights. Additional capital, if needed, may not be available on satisfactory terms or at all. In addition, the terms of any financing may adversely affect stockholders’ holdings or rights. Debt financing, if available, may include restrictive covenants.
Future economic downturns, prolonged slow growth or stagnation in the economy, or a sector-specific slowdown in one of its key end-use markets, such as non-residential construction, could materially adversely affect Chemrex’s business, results of operations, financial condition and cash flows, especially considering the capital-intensive nature of Chemrex’s business.
We are unable to predict the duration of current economic conditions. Future economic downturns, prolonged slow growth or stagnation in the economy, or a sector-specific slowdown in one of its key end-use markets, such as non-residential construction, could materially adversely affect Chemrex’s business, results of operations, financial condition and cash flows, especially considering the capital-intensive nature of Chemrex’s business.
Since we are not in a financial position to pay dividends on our common stock and future dividends are not presently being contemplated, investors are advised that return on investment in our common stock is restricted to an appreciation in the share price.
Since we are not in a financial position to pay dividends on our common stock and future dividends are not presently being contemplated, investors are advised that return on investment in our common stock is restricted to an appreciation in the share price. The potential or likelihood of an increase in share price is uncertain.
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.
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.
Business disruptions could seriously harm our future revenue and financial condition and increase its costs and expenses. Our operations could be subject to power shortages, telecommunications failures, wildfires, water shortages, floods, earthquakes, hurricanes, typhoons, fires, extreme weather conditions, medical epidemics and other natural or man-made disasters or business interruptions.
Our operations could be subject to power shortages, telecommunications failures, wildfires, water shortages, floods, earthquakes, hurricanes, typhoons, fires, extreme weather conditions, medical epidemics and other natural or man-made disasters or business interruptions. The occurrence of any of these business disruptions could seriously harm MRNA Scientific’ operations and financial condition and increase MRNA Scientific’ costs and expenses.
In addition, renegotiation of purchase or sales terms to our disadvantage could reduce our sales margins. Any of these developments could adversely affect our business, financial condition, and results of operations. We may lose customers and suffer damage to our reputation if we are unable to meet customer demand for a particular product.
Any of these developments could adversely affect our business, financial condition, and results of operations. We may lose customers and suffer damage to our reputation if we are unable to meet customer demand for a particular product.
Chemrex’s business supports cyclical industries such as the construction, energy, appliance and medical devices. As a result, downturns in the Malaysian economy, the global economy or any of these industries could materially adversely affect Chemrex’s results of operations, financial condition and cash flows.
Demand for most of Chemrex’s products is cyclical in nature and sensitive to general economic conditions. Chemrex’s business supports cyclical industries such as the construction, energy, appliance and medical devices. As a result, downturns in the Malaysian economy, the global economy or any of these industries could materially adversely affect Chemrex’s results of operations, financial condition and cash flows.
While we do not believe that our results depend materially on access to any individual producer’s products, a reversal of the trend toward more outsourced distribution of chemicals would likely result in increasing margin pressure or products becoming unavailable to us. Any of these developments could have a material adverse effect on our business, financial condition, and results of operations.
While we do not believe that our results depend materially on access to any individual producer’s products, a reversal of the trend toward more outsourced distribution of chemicals would likely result in increasing margin pressure or products becoming unavailable to us.
In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.
In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation.
As MRNA Scientific moves forward in marketing our tests and developing our test portfolio, the company will also need to effectively manage its growing manufacturing, laboratory operations and sales and marketing needs. If MRNA Scientific is unable to manage its anticipated growth effectively, MRNA Scientific’s future business could be harmed.
As MRNA Scientific moves forward in marketing our tests and developing our test portfolio, the company will also need to effectively manage its growing manufacturing, laboratory operations and sales and marketing needs.
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.
We are an early commercial-stage company that 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.
This may include additional licenses and license fees needed for reagents or components required hereto as well. MRNA Scientific’s biomarkers have not undergone clinical trials. As there are no governmental regulations that materially restrict our screening business in Malaysia, MRNA Scientific has not conducted clinical trials on its biomarkers.
This may include additional licenses and license fees needed for reagents or components required hereto as well. MRNA Scientific’s biomarkers have not undergone clinical trials. MRNA Scientific has not conducted clinical trials on its biomarkers.
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.
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.
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.
MRNA Scientific, as well as our rights to the recently acquired VitaGuard™, could be subject to exponential growth of competitors 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.
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.
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.
Our competitiveness and growth depend on our ability to fund our capital expenditures. We cannot assure you that it will be able to fund our capital expenditures at reasonable costs due to adverse macroeconomic conditions, our performance or other external factors. In the future, we expect to incur significant costs in connection with its operations.
We cannot assure you that we will be able to fund our capital expenditures at reasonable costs due to adverse macroeconomic conditions, our performance or other external factors. In the future, we expect to incur significant costs in connection with its operations. We intend to expand our business through increased marketing efforts of MRNA Scientific and Chemrex.
The occurrence of any of these business disruptions could seriously harm MRNA Scientific’ operations and financial condition and increase MRNA Scientific’ costs and expenses. Unfavorable global economic conditions could adversely affect our business, financial condition, or results of operations. We do not carry insurance for all categories of risk that our business may encounter.
Unfavorable global economic conditions could adversely affect our business, financial condition, or results of operations. We do not carry insurance for all categories of risk that our business may encounter.
We may never be able to pay dividends and are unlikely to do so. To date, we have not paid, nor do we intend to pay in the foreseeable future, dividends on our common stock, even if we become profitable.
Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources. 33 Table of Contents We may never be able to pay dividends and are unlikely to do so. To date, we have not paid, nor do we intend to pay in the foreseeable future, dividends on our common stock, even if we become profitable.
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 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.
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.
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. Audit Committee investigation may result in material adjustments or restatements.
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.
If approved, these operations will be 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.
Without the timely introduction of new test candidates and improvements or enhancements of its current tests, its tests may become obsolete over time and its competitors may develop tests that are more competitive, in which case its business, operating results, and financial condition will be harmed.
Without the timely introduction of new test candidates and improvements or enhancements of its current tests, its tests may become obsolete over time and its competitors may develop tests that are more competitive, in which case its business, operating results, and financial condition will be harmed. 26 Table of Contents MRNA Scientific faces challenges from the evolving regulatory environment and increasing public awareness on privacy, personal data protection and cybersecurity.
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.
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.
Our business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic developments in Malaysia. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation.
Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation.
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 have devoted substantial resources to the development and commercialization of the products of MRNA Scientific and Chemrex and we intend to devote substantial resources toward the VitaGuard™ platform. For the last three fiscal years, we have not achieved profitable operations. Accordingly, we might not become profitable for any future period.
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.
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.
Many of our contracts with both customers and suppliers are terminable without cause to us from the supplier or customer. Our business relationships and reputation may suffer if we are unable to meet our delivery obligations to customers which may occur because many of our suppliers are not subject to contracts or can terminate contracts on short notice.
Our business relationships and reputation may suffer if we are unable to meet our delivery obligations to customers which may occur because many of our suppliers are not subject to contracts or can terminate contracts on short notice. In addition, renegotiation of purchase or sales terms to our disadvantage could reduce our sales margins.
In addition, the government continues to play a significant role in regulating industry development by imposing industrial policies. The government also exercises significant control over economic growth by allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, regulating financial services and institutions and providing preferential treatment to particular industries or companies.
The government also exercises significant control over economic growth by allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, regulating financial services and institutions and providing preferential treatment to particular industries or companies. 32 Table of Contents Local governments have implemented various measures to encourage economic growth and guide the allocation of resources.
The expansion may not be successful, which could limit MRNA Scientific’s ability to grow its revenue, net income, and profitability.
The expansion may not be successful, which could limit MRNA Scientific’s ability to grow its revenue, net income, and profitability. As MRNA Scientific plans to set up RNA screening labs operations in markets outside of Malaysia.
We intend to expand our business through increased marketing efforts of MRNA Scientific and Chemrex. These development activities generally require a substantial investment before we can determine commercial viability, and the proceeds of this offering will not be sufficient to fully fund these activities.
We also expect to incur costs related to the marketing of the VitaGuard™ platform in the ASEAN market. These development activities generally require a substantial investment before we can determine commercial viability, and the proceeds of this offering will not be sufficient to fully fund these activities.
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, the government has implemented in the past certain measures, including interest rate increases, to control the pace of economic growth. 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.
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 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.
MRNA Scientific’s financial prospects depend substantially upon the successful commercialization of the Company’s services and products in the future, which may fail or experience significant delays. MRNA Scientific’s future success depends upon MRNA Scientific’s ability to continuously develop technologies and successfully market its existing cancer genetic offerings to customers within Malaysia and expand overseas.
MRNA Scientific’s future success depends upon MRNA Scientific’s ability to continuously develop technologies and successfully market its existing cancer genetic offerings to customers within Malaysia and expand overseas.
Our financial condition and results of operation could be materially and adversely affected by government control over capital investments or changes in tax regulations that are applicable to us. In addition, the government has implemented in the past certain measures, including interest rate increases, to control the pace of economic growth.
Some of these measures may benefit the overall economy but may also have a negative effect on us. Our financial condition and results of operation could be materially and adversely affected by government control over capital investments or changes in tax regulations that are applicable to us.
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.
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.
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.
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.
In combination with other anticipated increased operating expenses in connection with becoming a public company, these anticipated changes in our operating expenses may make it difficult to evaluate our current business, assess our future performance relative to prior performance and accurately predict our future performance.
In combination with other anticipated increased operating expenses in connection with becoming a public company, these anticipated changes in our operating expenses may make it difficult to evaluate our current business, assess our future performance relative to prior performance and accurately predict our future performance. 20 Table of Contents We will continue to encounter risks and difficulties frequently experienced by early commercial-stage companies, including those associated with increasing the size of our organization and the prioritization of our commercial, research, and business development activities.
We have oral contracts with suppliers and customers, which are generally terminable upon notice, and the termination of our relationships with suppliers and customers contracts could negatively affect our business. Our purchases and sales of chemicals are typically made pursuant to verbal purchase orders rather than written contracts.
Our purchases and sales of chemicals are typically made pursuant to verbal purchase orders rather than written contracts. Many of our contracts with both customers and suppliers are terminable without cause to us from the supplier or customer.
Accordingly, any efforts the Company make to expand its cross-border operations may not be successful, which could limit the Company’s ability to grow its revenue, net income and profitability.
Accordingly, any efforts the Company make to expand its cross-border operations may not be successful, which could limit the Company’s ability to grow its revenue, net income and profitability. 28 Table of Contents Risk Related to Chemrex’s Business and Industry The chemical raw material industry is cyclical and both recessions and prolonged periods of slow economic growth could have an adverse effect on Chemrex’s business.
MRNA Scientific face risks inherent in handling large volumes of data and in protecting the security of such data, including cyber attacks.
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 face risks inherent in handling large volumes of data and in protecting the security of such data, including cyber attacks.
If we are unable to execute our sales and marketing strategy and our products are unable to gain sufficient acceptance in the market, we may be unable to generate sufficient revenues to sustain our business. Any additional capital we raise may not be available on satisfactory terms and may adversely affect stockholders’ holdings or rights.
Our failure to achieve profitability would negatively affect our business, financial condition, results of operations, and cash flows. If we are unable to execute our sales and marketing strategy and our products are unable to gain sufficient acceptance in the market, we may be unable to generate sufficient revenues to sustain our business.
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.
If we are unable to design and maintain effective internal controls, we may be subject to regulatory scrutiny, reputational damage, or legal liability. 31 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.
Economic growth is determined by countless factors, and it is extremely difficult to predict with any level of absolute certainty.
Although the overall Malaysian economic environment (in which we predominantly operate) appears to be positive, there can be no assurance that this will continue to prevail in the future. Economic growth is determined by countless factors, and it is extremely difficult to predict with any level of absolute certainty.
We will continue to encounter risks and difficulties frequently experienced by early commercial-stage companies, including those associated with increasing the size of our organization and the prioritization of our commercial, research, and business development activities. If we do not address these risks successfully, our business could suffer. Our growth (organic and inorganic) may require substantial capital and long-term investments.
If we do not address these risks successfully, our business could suffer. Our growth (organic and inorganic) may require substantial capital and long-term investments. Our competitiveness and growth depend on our ability to fund our capital expenditures.
However, since 2007, the government has not implemented the regulations underlying the legislation nor has the government enforced the Pathology Act.
We may be adversely impacted by changes in laws and regulations, or in their application. The Malaysian government passed the Pathology Laboratory Bill of 2007 (“Pathology Act”). However, since 2007, the government has not implemented the regulations underlying the legislation nor has the government enforced the Pathology Act.
Currently, there are no governmental regulations that affect Chemrex’s business in Malaysia and it may continue to operate under an operating license granted by the Kajang Town Hall of Selangor, Malaysia. Future legislation or regulations could increase Chemrex’s costs of doing business or otherwise prevent us from carrying out the expansion of its business.
Future legislation or regulations could increase Chemrex’s costs of doing business or otherwise prevent us from carrying out the expansion of its business. Business disruptions could seriously harm our future revenue and financial condition and increase its costs and expenses.
Removed
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.
Added
If MRNA Scientific is unable to manage its anticipated growth effectively, MRNA Scientific’s future business could be harmed. 24 Table of Contents MRNA Scientific’s financial prospects depend substantially upon the successful commercialization of the Company’s services and products in the future, which may fail or experience significant delays.
Removed
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.
Added
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.
Removed
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.
Added
Any of these developments could have a material adverse effect on our business, financial condition, and results of operations. 29 Table of Contents We have oral contracts with suppliers and customers, which are generally terminable upon notice, and the termination of our relationships with suppliers and customers contracts could negatively affect our business.
Removed
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.
Added
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.
Removed
We may be adversely impacted by changes in laws and regulations, or in their application. Currently, there are no governmental regulations that materially restrict our screening business in Malaysia. MRNA Scientific’s laboratory in Malaysia was established through an invitation by the Malaysian Health Minister alongside a government grant of $1,250,000.
Added
In addition, the government continues to play a significant role in regulating industry development by imposing industrial policies.
Removed
MRNA Scientific’s screening tests have gone through preclinical and clinical trials involving private hospitals and government agencies including the Institute of Medical Research (IMR), Malaysian Biotechnology Corporation (BiotechCorp) and the Clinical Research Centre (CRC). The findings of the preclinical and clinical trials are published in peer reviewed journals such as the Journal of Molecular and Cellular Cardiology, and Physiological Genomics.
Added
Developments in the social, political, regulatory and economic environment in Malaysia may have a material adverse impact on us. Our business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic developments in Malaysia.
Removed
Once published, MRNA Scientific would do confirmational tests before applying for commercialization. MRNA Scientific’s Malaysian lab is currently national operating under an operating license granted by the city of Kuala Lumpur. The Malaysian government passed the Pathology Laboratory Bill of 2007 (“Pathology Act”).
Removed
Therefore, there may be instances when we will sustain losses, damages and liabilities because of our lack of insurance coverage, which may in turn materially and adversely affect our financial condition and results of operations.
Removed
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.
Removed
MRNA Scientific currently only uses open-source software for Covid- 19, HPV, HIV, and Dengue screenings. For screening process on cancers, inflammatory diseases and osteoarthritis, MRNA Scientific uses company proprietary algorithm software for data analysis and interpretation established by Co-founder Professor CC Liew.
Removed
Risk Related to Chemrex’s Business and Industry The chemical raw material industry is cyclical and both recessions and prolonged periods of slow economic growth could have an adverse effect on Chemrex’s business. Demand for most of Chemrex’s products is cyclical in nature and sensitive to general economic conditions.
Removed
Despite the Global Economy currently experiencing instability and a potential downturn, we are confident that Chemrex can do better in 2024 with increased marketing and portfolio development made possible by the additional investment capital from our Initial Public Offering.
Removed
Recently, the Prime Minister of Malaysia, along with the appropriate Ministries have announced hundreds of billions of Ringgit Malaysia (RM) in foreign investment, including the areas of high-tech materials and composites such as those which Chemrex specialises in, and we expect that this will have a positive boost on the potential for revenue generation for Chemrex.
Removed
The boosts in the tourism and public transportation industry will push up the FRP material usage for industrial needs. Nonetheless, even with this economic recovery, challenges from ongoing uncertainties, both in Malaysia and in other regions of the world, remain.
Removed
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.
Removed
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.

… 12 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+3 added−3 removed0 unchanged
Biggest changeItem 1C. Cybersecurity Risk Management and Strategy Our cybersecurity policies, standards, processes and practices are based on applicable laws and regulations and informed by industry standards and industry-recognized practices. Our strategy to assess, identify, and manage material cybersecurity risks is focused on preserving the confidentiality, security, and availability of our information systems and data.
Biggest changeItem 1C. Cybersecurity Risk Management and Strategy The Company’s cybersecurity risk management program is designed to assess, identify, and manage risks to the confidentiality, integrity, and availability of its corporate systems and data, including finance and reporting systems, email and collaboration systems, cloud-hosted information, and third-party service providers.
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
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. 34 Table of Contents
However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents. Governance Our Board of Directors maintains oversight of risks from cybersecurity threats. Our Chief Executive Officer is assigned oversight of cybersecurity risks.
Governance Our Board of Directors maintains oversight of risks from cybersecurity threats. Our Chief Executive Officer is assigned oversight of cybersecurity risks.
Removed
We implement security measures and processes to identify, prevent, and mitigate cybersecurity threats and to effectively respond to cybersecurity incidents when they occur.
Added
The Company uses a combination of internal administrative controls and external service providers to support access management, backup procedures, vulnerability monitoring, vendor review, and incident response.
Removed
Our cyber risk management includes: (1) enterprise risk management to identify top cybersecurity risks; (2) vulnerability management to identify software vulnerabilities and risks related to compute infrastructure; (3) vendor risk management to identify risks related to third parties and business partners; (4) privacy risk management to identify privacy risks in our product and platforms and ensure regulatory compliance; and (5) security incident response to investigate, respond to, and mitigate cyber threats.
Added
Management, under the oversight of the Chief Executive Officer, periodically reviews cybersecurity risks and escalates material cybersecurity matters to the Board of Directors, and where appropriate the Audit Committee, as part of the Company’s broader risk oversight process.
Removed
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.
Added
During fiscal 2025, the Company did not identify any cybersecurity incident that materially affected, or is reasonably likely to materially affect, the Company’s business strategy, results of operations, or financial condition. However, cybersecurity threats remain a continuing risk and future incidents could adversely affect the Company’s operations, financial condition, or reputation.

Item 2. Properties

Properties — owned and leased real estate

5 edited+0 added−2 removed1 unchanged
Biggest changeThe 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.
Biggest changeThe 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 space consists of 1,500 square feet with an annual rent of approximately $32,257.
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.
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, 2026, 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 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.
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 Jalan 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.
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.
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. The lease commenced on November 1, 2016 and terminates on April 30, 2026.
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.
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. The two investment properties are listed below. · An 1,100 sq ft condominium located at No.
Removed
The two investment properties are listed below. · A 1,100 sq ft condominium located at No.
Removed
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 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+2 added−0 removed0 unchanged
Biggest changeItem 3. Legal Proceedings. We are not subjected to nor engaged in any litigation, arbitration, or claim of material importance, and no litigation, arbitration, or claim of material importance is known to us to be pending or threatened by or against our Company that would have a material adverse effect on our Company's results of operations or financial condition.
Biggest changeAs of the date of this Annual Report, except for the foregoing review and related matters, the Company is not a party to any material legal proceeding, and, to the Company’s knowledge, no material legal proceeding is pending or threatened against the Company or its subsidiaries that the Company believes would have a material adverse effect on its business, financial condition, or results of operations.
Item 4. Mine Safety Disclosures. None. 33 Table of Contents PART II
Item 4. Mine Safety Disclosures. None. 35 Table of Contents PART II
Added
Item 3. Legal Proceedings. From time to time, the Company may be involved in claims, disputes, investigations, or legal proceedings arising in the ordinary course of business. As previously disclosed, the Company has been reviewing certain historical transactions involving former officers of Chemrex Corporation Sdn. Bhd. and related governance and approval matters.
Added
That review remains ongoing, and the Company is continuing to assess whether any claims or legal actions should be pursued in connection with those matters.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 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
Biggest changeItem 4. Mine Safety Disclosures 35 PART II Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 36 Item 6. Selected Financial Data 36 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 36

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+7 added−11 removed1 unchanged
Biggest changeThe 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
Biggest changeThe stock issuances were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. In November 2025, the Company issued 392,329 shares of common stock to Fidelion Diagnostics Pte. Ltd (“Fidelion”) as consideration for the Company’s subscription of Fidelion shares.
The shares of preferred stock are “blank check’ meaning the Company’s board of directors can issue shares of preferred stock in such series with such rights, privileges and preferences as determined from time to time by the board of directors without shareholder approval.
The shares of preferred stock are “blank check’ meaning the Company’s board of directors can issue shares of preferred stock in such series with such rights, privileges and preferences as determined from time to time by the board of directors without shareholder approval, subject to conditions outlined in the Nasdaq listing rules.
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.
Capital Stock As of the date of this filing, there are 2,417,314 shares of our common stock issued and outstanding that was held by 293 stockholders of record and no shares of preferred stock issued and outstanding.
Dividend Policy The Company has not declared or paid any cash dividends on its Common Stock and does not intend to declare or pay any cash dividend in the foreseeable future.
Dividend Policy The Company has not declared or paid any cash dividends on its Common Stock and do not anticipate declaring or paying any cash dividends in the foreseeable future.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is traded on the Nasdaq Capital Market under the symbol “BGLC”.
Capital Stock Our authorized capital stock consists of 300,000,000 shares of common stock, no par value per share, and 30,000,000 shares of preferred stock, no par value per share.
Under our Articles of Incorporation, as amended, we are authorized to issue 300,000,000 shares of common stock, no par value, and 30,000,000 shares of preferred stock, no par value.
Removed
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
Securities Authorized for Issuance under Equity Compensation Plans In December 2025, the Company shareholders approved the Company’s 2025 Equity Incentive Plan (“Plan”). The Plan authorizes the issuance of approximately 403,000 shares of common stock to Company employees and consultants, subject to annual adjustment provisions under the plan.
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
As of the date of this filing, no options or grants have been issued under the Plan. Recent Sales of Registered Securities On November 7, 2025, the Company filed a registration statement on Form S-3 with the U.S. Securities and Exchange Commission (“SEC”) to register up to $100 million of securities that may be offered from time to time.
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
The Company concurrently entered into an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (the “Agent”), pursuant to which the Company may offer and sell, from time to time, shares of its common stock, no par value (the “Common Stock”), having an aggregate offering price of up to $20,000,000 through the Agent, acting as the Company’s exclusive sales agent (the “ATM Program”).
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
Sales, if any, will be made in transactions deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, which may be made directly on The Nasdaq Capital Market or otherwise at prevailing market prices, at prices related to prevailing market prices, or at negotiated prices, as permitted by the Agreement.
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
The Company is not obligated to sell any shares under the ATM Program, and the Agent is not required to purchase any shares. The Form S-3 became effective on November 27, 2025, and 53,478 shares have been sold for proceeds of $267,311 as of the date of filing of this Form 10-K.
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
Recent Sales of Unregistered Securities In November 2025, the Company issued 175,000 shares of common stock to ARC Group International Ltd (‘ARC”) as consideration for ARC’s commitment under the purchase agreement to purchase, from time to time at the Company discretion, up to $500,000,000 of the Company’s common stock, no par value per share, over a 36-month period.
Removed
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
This formed part of the conditions under the Share Subscription and Shareholders’ Agreement “SSSA” entered into with Fidelion and TongShu Biotechnology (Hong Kong) Co., Limited (‘Tongshu”). The stock issuances were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. Issuer Purchases of Equity Securities None
Removed
Securities Authorized for Issuance under Equity Compensation Plans The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its Common Stock or Preferred Stock.
Removed
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.
Removed
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.
Removed
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

16 edited+52 added−88 removed5 unchanged
Biggest changeMRNA Scientific and Chemrex Corporation Provision for genomic screening services Trading of industrial chemicals Provision for genomic screening services Trading of industrial chemicals Year ended December 31, 2024 Year ended December 31, 2023 REVENUE $ 16,069 $ 9,494,577 $ 24,219 $ 9,746,587 COST OF REVENUE (7,316 ) (8,213,809 ) (19,851 ) (8,421,457 ) GROSS PROFIT 8,753 1,280,768 4,368 1,325,130 OTHER INCOME Dividend income - 68,130 - 61,409 Interest income 109,444 38,197 19,629 49,046 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 13,507 45,898 - 42,093 TOTAL OTHER INCOME 122,951 1,949,522 19,629 466,407 OPERATING EXPENSES Sales and marketing (125,299 ) (1,861,456 ) (18,884 ) (569,896 ) Research and development (47,511 ) - (54,982 ) - General and administrative (194,038 ) (679,321 ) (171,881 ) (134,678 ) Provision for expected credit losses - (883,533 ) - (1,314,427 ) TOTAL OPERATING EXPENSES (366,848 ) (3,424,310 ) (245,747 ) (2,019,001 ) LOSS FROM OPERATIONS (235,144 ) (194,020 ) (221,750 ) (227,464 ) FINANCE COSTS (11,795 ) (9,072 ) (5,052 ) (8,877 ) LOSS BEFORE TAX (246,939 ) (203,092 ) (226,802 ) (236,341 ) Tax expense Deferred tax - 12,305 12,269 5,090 Income tax - (15,799 ) (2,613 ) (36,272 ) Total tax (expense)/credit - (3,494 ) 9,656 (31,182 ) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (246,939 ) $ (206,586 ) $ (217,146 ) $ (267,523 ) 41 Table of Contents Revenue.
Biggest changeFor the annual period ended December 31, 2025, we had foreign currency translation gain of $434,251 compared with foreign currency translation gain of $122,294 for 2024. 41 Table of Contents MRNA Scientific (Provision for genomic screening services) Chemrex (Trading of industrial chemicals) MRNA Scientific (Provision for genomic screening services) Chemrex (Trading of industrial chemicals) Year ended December 31, 2025 Year ended December 31, 2024 REVENUE $ 19,089 $ 7,405,822 $ 16,069 $ 9,494,577 COST OF REVENUE (9,335 ) (6,330,359 ) (7,316 ) (8,213,809 ) GROSS PROFIT 9,754 1,075,463 8,753 1,280,768 OTHER INCOME Dividend income - 22,112 - 68,130 Interest income 73,274 10,614 109,444 38,197 Fair value gain on investments in equity securities - - - 69,476 Gain on disposal of investments in equity securities - 27,201 - 38,409 Reversal of expected credit losses - 144,767 - 1,689,412 Gain from foreign exchange 94,664 - - - Others 10,514 48,971 13,507 45,898 TOTAL OTHER INCOME 178,452 253,665 122,951 1,949,522 OPERATING EXPENSES Sales and marketing (135,714 ) (1,548,420 ) (125,299 ) (1,861,456 ) Research and development (50,670 ) - (47,511 ) - General and administrative (211,467 ) (461,943 ) (194,038 ) (679,321 ) Fair value loss on investments in equity securities - (93,965 ) - - Provision for expected credit losses - (271,211 ) - (883,533 ) TOTAL OPERATING EXPENSES (397,851 ) (2,375,539 ) (366,848 ) (3,424,310 ) LOSS FROM OPERATIONS (209,645 ) (1,046,411 ) (235,144 ) (194,020 ) FINANCE COSTS (12,709 ) (6,645 ) (11,795 ) (9,072 ) LOSS BEFORE TAXES (222,354 ) (1,053,056 ) (246,939 ) (203,092 ) Deferred tax - - 12,305 Tax expense - - (15,799 ) Total tax (expense)/credit - - - (3,494 ) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (222,354 ) $ (1,053,056 ) $ (246,939 ) $ (206,586 ) 42 Table of Contents Revenue FYE December 31 2025 FYE December 31 2024 Revenue $ Change from prior year % Contribution to total revenue Revenue $ Contribution to total revenue MRNA Scientific 19,089 18.8 % 0.3 % 16,069 0.2 % Chemrex 7,405,822 -22.0 % 99.7 % 9,494,577 99.8 % 7,424,911 -21.9 % 100.0 % 9,510,646 100.0 % MRNA Scientific’s revenue increased by 18.8%, due to the impact of foreign currency translation denominated in non-U.S. dollar currencies.
This decision marks the Company as the first Nasdaq-listed company to exclusively prioritize Ethereum (ETH) as a strategic treasury asset, and is in line with recent announcements of Ethereum being included in the US “Crypto Strategic Reserve.” The Company published its “Ethereum Strategy Whitepaper” on that same date, which is available https://www.bionexusgenelab.com/ethstrategy.
This decision marked the Company as the first Nasdaq-listed company to exclusively prioritize Ethereum (ETH) as a strategic treasury asset, and is in line with recent announcements of Ethereum being included in the US “Crypto Strategic Reserve.” The Company published its “Ethereum Strategy Whitepaper” on that same date, which is available https://www.bionexusgenelab.com/ethstrategy.
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.
During fiscal year 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 a refund from the settlement of a supplier contract dispute at $79,851.
The review identified the following material items: · A sale of Chemrex’s primary operating property to CCRE Composite Sdn. Bhd. was initiated without formal Board approval. This transaction has since been cancelled, and the deposit was forfeited in favor of the Company. · Transactions with Honkuk Material Sdn.
Bhd., following concerns raised about internal control procedures and board authorization. The review identified the following material items: · A sale of Chemrex’s primary operating property to CCRE Composite Sdn. Bhd. was initiated without formal Board approval. This transaction has since been cancelled, and the deposit was forfeited in favor of the Company. · Transactions with Honkuk Material Sdn.
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 table sets forth key components of the results of operations for fiscal years ended December 31, 2025 and 2024, respectively.
The decrease in working capital as of December 31, 2024, from December 31, 2023, was due principally to operational losses, undertaking strategic investments, and expansion of operations in line with the Company’s overall strategic plans. Our primary uses of cash had been for operations and strategic investments.
The decrease in working capital as of December 31, 2025 from December 31, 2024, was due principally to operational losses, which included undertaking new strategic initiatives, in line with the Company’s overall strategic plans. Our primary uses of cash have been for operations and strategic investments.
These efforts aim to reinforce the integrity of our financial reporting and provide shareholders with reliable information on the Company’s operational and financial performance. 37 Table of Contents (f) Reverse Stock Split On March 19, 2025 , the "Company held a Special Meeting of Shareholders (the "Meeting") to approve a reverse stock split of the Company’s outstanding shares of common stock, with a ratio ranging from one-for-five (1:5) to one-for-ten (1:10), with the exact ratio to be set at the discretion of the Board of Directors.
Reverse Stock Split As referenced above, on March 19, 2025 , the "Company held a Special Meeting of Shareholders (the "Meeting") to approve a reverse stock split of the Company’s outstanding shares of common stock, with a ratio ranging from one-for-five (1:5) to one-for-ten (1:10), with the exact ratio to be set at the discretion of the Board of Directors.
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.
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.
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.
Tax Expense We had a lower tax expense during fiscal year 2025 compared to fiscal year 2024 due to losses from our operating subsidiaries. Foreign Currency Translation Gain We are exposed to fluctuations in foreign exchange rates on the translation of monetary assets and liabilities denominated in currencies other than the US Dollar.
Cybersecurity and Digital Assets Integration On March 5, 2025, the Company announced its new Ethereum-focused treasury strategy.
In addition, at this time, the Company is assessing its claims against the former Chemrex officers. Cybersecurity and Digital Assets Integration On March 5, 2025, the Company announced its Ethereum-focused treasury strategy.
ML Tech is an AI-driven wealth management platform for digital assets regulated by the National Futures Association (NFA), and is headquartered in Miami, Florida. This collaboration follows the announced Ethereum treasury strategy by BGLC, marking its commitment to technological and financial innovation.
On March 7, 2025, we announced our strategic partnership with ML Tech to optimize the BGLC’s Ethereum-based growth strategies. ML Tech is an AI-driven wealth management platform for digital assets regulated by the National Futures Association (NFA), and is headquartered in Miami, Florida.
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.
Therefore, any change in the relevant exchange rate will require us to recognize a transaction gain or loss on revaluation.
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.
In fiscal year 2025, the Company had net cash of $944,751 generated from investment activities from acquisition of investments in equity securities of $(9,159), purchase of plant and equipment of $(36,971), fixed deposits placed of $(62,860), cash generated from dividend income of $22,112, proceeds from disposal of investments in equity securities of $1,031,629.
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 .
Consolidated Year ended December 31, (Audited) 2025 2024 REVENUE (including $68,104 and $112,556 of revenue from related parties for the year ended December 31, 2025 and 2024 respectively) $ 7,424,911 $ 9,510,646 COST OF REVENUE (including $9,503 and $297,736 of cost of revenue from related parties for the year ended December 31, 2025 and 2024, respectively) (6,339,694 ) (8,221,125 ) GROSS PROFIT 1,085,217 1,289,521 OTHER INCOME Dividend income 22,112 68,130 Interest income 83,888 147,641 Fair value gain on investments in equity securities - 69,476 Gain on disposal of investments in equity securities 27,201 38,409 Reversal of expected credit losses 144,767 1,689,412 Gain from foreign exchange 94,664 - Others 59,485 59,405 TOTAL OTHER INCOME 432,117 2,072,473 OPERATING EXPENSES Sales and marketing (1,736,331 ) (2,030,684 ) Research and development (50,670 ) (47,511 ) General and administrative (including $4,206 and $1,969 of rental expenses to related parties for the year ended December 31, 2025 and 2024, respectively) (1,535,452 ) (1,832,968 ) Share-based compensation (794,770 ) (141,000 ) Fair value loss on investments in equity securities (93,965 ) - Provision for expected credit losses (271,211 ) (883,533 ) TOTAL OPERATING EXPENSES (4,482,399 ) (4,935,696 ) LOSS FROM OPERATIONS (2,965,065 ) (1,573,702 ) FINANCE COSTS (19,542 ) (21,146 ) LOSS BEFORE TAXES (2,984,607 ) (1,594,848 ) Tax expense: Deferred tax - 12,305 Income tax - (15,799 ) Tax expense - (3,494 ) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (2,984,607 ) $ (1,598,342 ) Other comprehensive income Foreign currency translation gain 434,251 122,294 COMPREHENSIVE LOSS $ (2,550,356 ) $ (1,476,048 ) 40 Table of Contents Revenues Revenues decreased by 21.9% during fiscal year 2025 compared to fiscal year 2024 primarily due to lower business volume registered by Chemrex as a result of the change of management which impacted relations with a number of customers.
Known Trends, Uncertainties, and Events Looking ahead, we anticipate the following key developments will shape our operations: · Full remediation of internal control deficiencies and establishment of a uniform group-level risk and compliance framework; · Continued expansion into digital healthcare markets, including the deployment of capital into Malaysian government co-investment projects; · Potential revenue acceleration through strategic alliances, mergers, or acquisitions facilitated by the Company’s investment banking advisor; · Active evaluation of cryptocurrency and blockchain-based financial infrastructure as a treasury diversification tool, pending completion of internal legal and compliance reviews. 38 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, 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 Results of Operations for the Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 (Audited).
Known Trends, Uncertainties, and Events Looking ahead, we anticipate the following key developments will shape our operations: · Full remediation of internal control deficiencies and establishment of a uniform group-level risk and compliance framework; · Continued development of the VitaGuard™ Minimal Residual Disease (MRD) platform in the South East Asian market; · Continued expansion into digital healthcare markets, including the deployment of capital into Malaysian government co-investment projects; · Potential revenue acceleration through strategic alliances, mergers, or acquisitions facilitated by the Company’s investment banking advisor; and 38 Table of Contents Critical Accounting Policies and Estimates In preparing our Consolidated Financial Statements in accordance with generally accepted accounting principles in the United States, and pursuant to the rules and regulation of the SEC, we make assumptions, judgments and estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities.
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.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. General The following discussion and analysis of the Company’s financial condition and results of operations should be read together with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties.
Removed
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. General We were incorporated in the State of Wyoming on May 12, 2017 and operations of our Malaysian company began operations in July 2017.
Added
Actual results may differ materially from those discussed in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this Annual Report. Overview BioNexus Gene Lab Corp. conducts operations through Chemrex Corporation Sdn. Bhd. and MRNA Scientific Sdn. Bhd.
Removed
The consolidated financial statements presented herein (and to which this discussion relates) reflect the results of operations of the Company and its Malaysian subsidiaries. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions.
Added
Chemrex is engaged in the distribution of industrial chemical raw materials, and MRNA Scientific is engaged in blood-based genomic screening services and related diagnostics activities. 36 Table of Contents During fiscal year 2025, the Company’s results were affected primarily by lower sales volume at Chemrex, lower other income compared to fiscal year 2024 due mainly to a smaller reversal of expected credit losses, higher holding-company general and administrative expenses, and financing and strategic transactions involving Fidelion Diagnostics Pte.
Removed
Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.
Added
Ltd., ARC Group International Ltd., and the Company’s at-the-market offering program. Management’s principal areas of focus during fiscal year 2025 included liquidity management, remediation of internal control and governance issues identified at Chemrex, support for ongoing subsidiary operations, and the evaluation of strategic opportunities in diagnostics-related businesses.
Removed
We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law.
Added
Going Concern and Liquidity Considerations We ended 2025 with positive working capital, and our liquidity remains dependent on continued management of operating cash usage, the performance of Chemrex, and access to capital. At December 31, 2025, we had working capital of $4,927,781, compared to $5,479,146 at December 31, 2024.
Removed
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.
Added
The year-over-year decline reflected operating losses, expenditures relating to strategic initiatives, and continued public-company and holding-company costs. Management’s current plans to address liquidity include maintaining and improving Chemrex operating performance, controlling discretionary expenditures, continuing remediation efforts intended to strengthen internal controls and governance, and pursuing external financing and capital markets transactions where available.
Removed
("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).
Added
However, there can be no assurance that additional financing, if needed, will be available on acceptable terms or at all. The use of equity financing could be dilutive to existing shareholders, while debt financing could impose restrictive covenants or other limitations.
Removed
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.
Added
Recent Developments Corporate Actions Notification of Delisting and Remedy of Delisting As mentioned herein, from late 2023 through the second quarter of 2025, the Company faced potential Nasdaq delisting due to its “Bid Price” deficiency.
Removed
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.
Added
The Company shareholders approved a 1 for 10 reverse split of its common stock in March 2025, which was filed with the State of Wyoming on April 7, 2025. The Company subsequently remedied its Bid Price deficiency with Nasdaq.
Removed
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.
Added
Share Subscription and Shareholders’ Agreement (the “SSSA”) On November 12, 2025, the Company entered into a Share Subscription and Shareholders’ Agreement (the “SSSA”) by and among Fidelion, the Company, Tongshu Biotechnology (Hong Kong) Co., Limited (“Tongshu”), Mr. Su-Leng Tan Lee, Molecule Bio LLC and Rainy Morning Technology (Hong Kong) Limited.
Removed
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.
Added
Pursuant to the SSSA, the Company agreed to subscribe for newly issued ordinary shares of Fidelion such that the Company will hold at least 15.0% of Fidelion’s enlarged share capital at completion, in exchange for the Company issuing to Fidelion 392,329 shares of common stock (which represents 19.9% of the Company’s outstanding common stock as of such date).
Removed
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.
Added
Completion of the SSSA is subject to specified conditions precedent, including execution of a Southeast Asia intellectual property license between the Company and Fidelion and customary corporate and third-party consents.
Removed
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.
Added
Exclusive Southeast Asia License Agreement (‘License Agreement”) with Fidelion Pursuant to a Form 8-K filed on November 28, 2025, the Company announced that it has entered into a Licensing Agreement with Fidelion.
Removed
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.
Added
In consideration for the license, the Company agreed to pay Fidelion a total license fee of $2,000,000 in 24 equal monthly instalments and committed to purchase at least $500,000 in value of VitaGuard™ reagents and system component during the first 24 months following the effective date.
Removed
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.
Added
ARC Group International Equity Purchase Agreement On November 28, 2025, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with ARC Group International Ltd. (“ARC”), the parent of ARC Group Securities, a FINRA registered broker/dealer.
Removed
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.
Added
Under the terms of the Purchase Agreement, ARC has committed to purchase, from time to time at the Company’s discretion, up to $500,000,000 of the Company’s common stock, no par value per share (“Common Stock”), over a 36-month period (the “Facility”).
Removed
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.
Added
Under the Facility, the Company, in its sole discretion and subject to the terms and conditions of the Purchase Agreement, may direct ARC to purchase registered shares of Common Stock at a purchase price equal to a specified discount to the prevailing volume-weighted average price during an agreed pricing period, the discount being between 3.0% and 3.5%.
Removed
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.
Added
ARC may not purchase shares under the Facility that would result in its beneficial ownership exceeding 9.99% of the Company’s then-outstanding Common Stock and is prohibited from short selling or hedging transactions involving the Company’s securities.
Removed
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.
Added
As consideration for ARC’s commitment under the Facility, the Company issued to ARC 175,000 shares of Common Stock (the “Commitment Shares”) on November 26, 2025. 37 Table of Contents Audit Committee Review and Governance Remediation In 2025, our Audit Committee undertook a comprehensive review of historical transactions at our wholly owned subsidiary, Chemrex Corporation Sdn.
Removed
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.
Added
This collaboration follows the announced Ethereum treasury strategy by BGLC, marking its commitment to technological and financial innovation.
Removed
(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.
Added
We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. We evaluate our assumptions, judgments and estimates on a regular basis.
Removed
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.
Added
We also discuss our critical accounting policies and estimates with the Audit Committee of the Board of Directors. We believe that the assumptions, judgments and estimates involved in the accounting for valuation of current expected credit losses have the greatest potential impact on our Consolidated Financial Statements.
Removed
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.
Added
This area is key component of our results of operations and are based on complex rules requiring us to make judgments and estimates, and consequently, we consider these to be our critical accounting policies. Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results.
Removed
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.
Added
Current Expected Credit Losses The Company maintains an allowance for credit losses on financial assets, including trade receivables and other financial instruments, in accordance with ASC 326, which requires the use of the current expected credit loss (“CECL”) model.
Removed
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.
Added
Under the CECL model, the Company estimates expected credit losses over the contractual life of financial assets based on a combination of historical loss experience, current conditions, and reasonable and supportable forecasts of future economic conditions. The determination of the allowance for credit losses requires significant judgment and estimation.
Removed
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.
Added
In developing its estimate, the Company considers factors such as the aging and composition of receivables, historical collection trends, customer creditworthiness, and forward-looking macroeconomic indicators. The Company may also apply qualitative adjustments to address specific risks not fully captured in the quantitative analysis, including changes in industry conditions or customer-specific developments.
Removed
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.
Added
This estimate is considered critical because it involves a high degree of subjectivity and has a material impact on the Company’s financial condition and results of operations. Changes in key assumptions, including the economic outlook or the financial condition of customers, could result in material adjustments to the allowance.
Removed
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.
Added
In particular, adverse economic conditions, increased customer concentration risk, or deterioration in credit quality may lead to higher expected credit losses. The Company reassesses the adequacy of the allowance at each reporting period.
Removed
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.
Added
Changes in estimates are recognized in earnings in the period in which they are identified and could materially affect the Company’s results of operations 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, 2025 2024 Year-end US$1.00: MYR exchange rate 4.0610 4.4755 January 1, January 1, to 2024 to December 31, December 31, 2025 2024 Yearly average US$1.00: MYR exchange rate 4.2798 4.5710 39 Table of Contents Results of Operations for the Year Ended December 31, 2025, compared to the Year Ended December 31, 2024 (Audited).
Removed
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.
Added
The foreign currency translation denominated in currency other than the U.S. dollar also has an impact on revenues during fiscal year 2025. Cost of Revenues Cost of revenue decreased by 23% during fiscal year 2025 compared to fiscal year 2024 primarily due to lower revenues for the reasons described above.
Removed
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.
Added
Other Income Other income decreased by 79% during fiscal year 2025 compared to fiscal year 2024 primarily due to a smaller reversal of expected credit losses during fiscal year 2025 by Chemrex. In fiscal year 2024, there was a reversal of expected credit losses of $1,689,412 by Chemrex, whereas during fiscal year 2025, the reversal was only $144,767.
Removed
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.
Added
Dividend, fair value gain on investment in equity securities and interest income was also reduced due to reductions in shares owned and term deposits held in interest bearing accounts. The foreign currency translation denominated in currency other than the U.S. dollar has also impacted on other income during 2025.
Removed
(d) Appointment of director, committee appointments, and appointment of officers On November 5, 2024, the Board of Directors of the Company appointed Ms. Jook Yuen Low as an independent director to the Board, effective immediately. Ms.
Added
Operating Expenses Operating expenses decreased by 9% during fiscal year 2025 compared to fiscal year 2024. The main reason for the lower operating expenses in fiscal year 2025 was mainly due to lower provision of expected credit losses and lower sales and marketing expenses incurred partially offset by higher general administration expenses.

… 76 more changes not shown on this page.

Other BGLC 10-K year-over-year comparisons