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  4. [10-Q] BioNexus Gene Lab Corp Quarterly Earnings Report

BioNexus Gene Lab Corp. (BGLC) revenue collapses as going concern doubt emerges

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

BioNexus Gene Lab Corp. reported sharply lower activity for the six months ended June 30, 2026. Revenue fell to $98,998 from $4,397,328 a year earlier, almost entirely from its industrial chemicals segment, with genomic screening services contributing only $1,961. Gross profit was $12,192 and the company recorded a net loss of $830,026, improved from a loss of $1,239,499 in the prior-year period, helped by $178,691 of other income and tighter operating spending.

Total assets were $8,726,423, including cash and cash equivalents of $2,391,945 and investments in equity securities of $2,026,543. Current liabilities were $812,938, leaving positive working capital, and stockholders’ equity was $7,778,442. However, the company disclosed a substantial doubt about its ability to continue as a going concern, citing the cumulative deficit of $7,257,253, the $830,026 net loss, and $570,162 of operating cash outflows. Management believes existing cash and positive working capital can fund operations for at least twelve months, while noting it may seek additional financing that could include dilutive equity issuance or restrictive debt.

Positive

  • Operating cash burn narrowed, with net cash used in operating activities improving to $570,162 from $1,561,979 in the prior-year six-month period, easing short-term liquidity pressure.
  • The company ended June 30, 2026 with $2,391,945 in cash and cash equivalents and positive working capital, supporting management’s view it can meet obligations for the next twelve months.

Negative

  • Net revenue for the six months ended June 30, 2026 dropped to $98,998 from $4,397,328 a year earlier, indicating a severe contraction in the core industrial chemicals business.
  • Management stated that recurring losses, $570,162 of operating cash outflows, and an accumulated deficit of $7,257,253 raise substantial doubt about the company’s ability to continue as a going concern.
  • The allowance for expected credit losses on trade receivables increased to $849,330 from $703,995, reflecting heightened credit risk and leaving net trade receivables at only $15,544.

Filing Explained

Outstanding shares rose from 2,417,314 on June 30 to 2,933,442 on August 14, alongside completed equity issuances and additional sale capacity.

Form 10-Q is the company’s unaudited quarterly report; this filing reports 2,417,314 common shares outstanding on June 30, 2026 and 2,933,442 as of August 14, 2026.

The filing identifies completed equity issuances and sales: 53,478 ATM shares sold, 175,000 shares issued to ARC, and 392,329 shares issued to Fidelion. These transactions increase the share count and, absent offsetting changes, reduce existing holders’ percentage ownership.

The effective S-3 registered up to $100 million of securities, while the ATM allowed up to $20 million of common-stock sales; these are future capacity, not evidence that the maximum amounts were sold. The ATM permits gradual sales at prevailing or related market prices.

Revenue (six months 2026) $98,998 Net revenue for the six-month period ended June 30, 2026
Revenue (six months 2025) $4,397,328 Comparative net revenue for the six-month period ended June 30, 2025
Net loss (six months 2026) $830,026 Net loss attributable to common shareholders for six months ended June 30, 2026
Operating cash flows (six months 2026) $(570,162) Net cash used in operating activities for six months ended June 30, 2026
Cash and cash equivalents $2,391,945 Balance as of June 30, 2026
Total assets $8,726,423 Condensed consolidated balance sheet as of June 30, 2026
Total liabilities $947,981 Current and non-current liabilities as of June 30, 2026
Stockholders’ equity $7,778,442 Total equity as of June 30, 2026
going concern financial
"These factors raise substantial doubt about the Company’s ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
expected credit loss financial
"The Company recognizes an allowance for credit losses in accordance with ASC 326, Financial Instruments – Credit Losses"
Expected credit loss is an estimate lenders make of the amount of loans or receivables they are likely not to collect, calculated ahead of actual defaults. Think of it like setting aside money for groceries that will spoil before you can use them: it reduces reported profit and the value of loan assets today. Investors watch this figure because rising expected losses signal weakening borrower quality, greater future write‑downs and higher capital needs.
right-of-use assets financial
"Operating lease right-of-use assets and liabilities are recognized based on the present value of lease payments"
Right-of-use assets are the rights a company gains to use a physical space or equipment under a lease agreement. They are recorded as assets on the company's balance sheet, reflecting the value of future benefits from the leased item. For investors, these assets provide a clearer picture of a company's obligations and resources related to leasing arrangements, helping to assess its financial health and operational commitments.
valuation allowance financial
"Accordingly, the Company established a valuation allowance of 12,074,302 to offset deferred tax assets"
A valuation allowance is a reserve set aside to reduce the value of certain assets on a company's financial records when there is uncertainty about whether they will generate the expected benefits. It acts like a caution sign, indicating that some assets might not be fully recoverable or worth their recorded amount. This matters to investors because it provides a more realistic picture of a company's financial health and potential risks.
at-the-market offerings regulatory
"Sales, if any, will be made in transactions deemed to be “at-the-market” offerings as defined in Rule 415"
An at-the-market offering is a method for a company to sell new shares of its stock directly into the stock market over time, rather than all at once. This approach allows the company to raise money gradually, similar to selling small portions of a product as demand grows. For investors, it can influence stock availability and price, making it an important factor to consider when assessing a company's financial strategy.
measurement alternative financial
"These investments are accounted for in accordance with ASC 321 using the measurement alternative"
Revenue $98,998 Down from $4,397,328 for the six months ended June 30, 2025
Net loss $830,026 Improved from a net loss of $1,239,499 for the prior-year six-month period
Net cash used in operating activities $570,162 Improved from $1,561,979 of net cash used in operating activities a year earlier

FAQ

How did BGLC’s revenue change for the six months ended June 30, 2026?
BioNexus Gene Lab Corp. reported revenue of $98,998 for the six months ended June 30, 2026, down from $4,397,328 a year earlier. The decline was mainly in the trading of industrial chemicals segment, which had previously generated nearly all sales.

What was BGLC’s net loss for the six months ended June 30, 2026?
The company recorded a net loss of $830,026 for the six months ended June 30, 2026, compared with a loss of $1,239,499 in the prior-year period. The smaller loss reflects higher other income and reduced operating expenses despite the revenue decline.

Does BioNexus Gene Lab Corp. (BGLC) have a going concern warning?
Yes. Management disclosed that recurring losses, $570,162 of operating cash outflows, and an accumulated deficit of $7,257,253 raise substantial doubt about its ability to continue as a going concern within one year of the statements’ issuance.

What is BGLC’s liquidity position as of June 30, 2026?
As of June 30, 2026, BioNexus Gene Lab Corp. held $2,391,945 in cash and cash equivalents and $2,288,874 in fixed deposits, with total current assets of $4,943,409 versus current liabilities of $812,938, providing positive working capital.

How significant is BGLC’s Ethereum and investment holding activity?
The Investment Holding segment, which includes treasury activities, reported a $421,417 loss before tax for the six months ended June 30, 2026. Segment revenue was $0, so this activity currently contributes only losses, not operating revenue.

What are BGLC’s investments in equity securities as of June 30, 2026?
Investments in equity securities totaled $2,026,543 as of June 30, 2026, comprising privately held positions in Malaysia and Singapore. These are measured under ASC 321 using a cost-based measurement alternative with quarterly impairment assessments.

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10-Q Quarterly Reports: What Changes Quarter to Quarter →

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, DC 20549

 

FORM 10-Q 

 

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended June 30, 2026

 

OR

 

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the transition period from _____________

 

Commission File Number: 001-41750

 

BioNexus Gene Lab Corp.

(Exact name of registrant as specified in its charter)

 

Wyoming

35-2604830

(State or Other Jurisdiction of

 

(I.R.S. Employer

Incorporation or Organization)

 

Identification No.)

 

 

Unit A-28-7, Level 28, Tower A,

Menara UOA Bangsar,

No.5 Jln Bangsar Utama 1,

Kuala Lumpur, Malaysia

59000

(Address of Principal Executive Offices)

 

(Zip Code)

 

+1 307 241 6898

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common stock, no par value

 

BGLC

 

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer, “ “ accelerated filer, “ “non-accelerated filer ,” “ smaller reporting company, “ and “ emerging growth company “ in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated Filer

☒

Smaller reporting company

☒

 

 

Emerging growth company

☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒

 

As of August 14, 2026, there were 2,933,442 shares of common stock, no par value per share, issued and outstanding.

 

 

 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

 

Page

 

Item 1.

Financial Statements

 

4

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

33

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

44

Item 4.

Controls and Procedures

 

45

 

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

46

Item 1A.

Risk Factors

 

46

 

Item 2.

Unregistered Sale of Equity Securities and Use of Proceeds

 

47

Item 3.

Defaults Upon Senior Securities

 

47

Item 4.

Mine Safety Disclosures

 

47

Item 5.

Other Information

 

47

Item 6.

Exhibits

 

48

 

SIGNATURES

 

49

 

 
2

Table of Contents

 

CAUTIONARY NOTE REGARDING

 

FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains statements that may be deemed to be “forward-looking statements” within the meaning of the federal securities laws. These statements relate to anticipated future events, future results of operations and or future financial performance. In some cases, you can identify forward-looking statements by their use of terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “ought to,” “plan,” “possible,” “potentially,” “predicts,” “project,” “should,” “will,” “would,” negatives of such terms or other similar terms. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q include, without limitation, statements relating to:

 

 

·

our goals and strategies;

 

 

 

 

·

our future business development, results of operations and financial condition;

 

 

 

 

·

our estimates regarding expenses, future revenues, capital requirements and our need for additional financing;

 

 

 

 

·

our estimates regarding the market opportunity for our services;

 

 

 

 

·

the impact of government laws and regulations;

 

 

 

 

·

our ability to recruit and retain qualified personnel;

 

 

 

 

·

our failure to comply with regulatory guidelines;

 

 

 

 

·

uncertainty in industry demand;

 

 

 

 

·

general economic conditions and market conditions in the diagnostics, specialty chemicals and contract development and manufacturing (CDMO), and digital asset treasury strategies;

 

 

 

 

·

future sales of large blocks or our securities, which may adversely impact our share price; and

 

 

 

 

·

depth of the trading market in our securities.

 

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties, including those described in Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and elsewhere in this Quarterly Report on Form 10-Q.

 

You should not unduly rely on any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in our expectations.

 

 
3

Table of Contents

 

PART I — FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

 

BIONEXUS GENE LAB CORP. 

CONDENSED CONSOLIDATED BALANCE SHEETS 

AS OF JUNE 30, 2026 AND DECEMBER 31, 2025

(Currency expressed in United States Dollars (“US$”))

 

 

 

 

 

 

As of

 

 

 

Note

 

 

June 30,

 

 

December 31,

 

 

 

 

 

 

2026

 

 

2025

 

 

 

 

 

 

(Unaudited)

 

 

(Audited)

 

ASSETS

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

Cash and bank balances

 

 

 

 

 

1,232,658

 

 

 

2,383,369

 

Fixed deposits placed with financial institutions (including $1,129,587 and $1,553,322 of fixed deposits with original maturities more than three months as of June 30, 2026 and December 31, 2025 respectively)

 

 

 

 

 

2,288,874

 

 

 

1,656,336

 

Trade receivables, net of allowance for credit losses of $849,330 and $703,995 as of June 30, 2026 and December 31, 2025 respectively (including $nil and $31,420 of trade receivables from related party as of June 30, 2026 and December 31, 2025 respectively)

 

 

3

 

 

 

15,544

 

 

 

505,885

 

Other receivables, deposits and prepayments

 

 

 

 

 

 

108,975

 

 

 

81,728

 

Other assets

 

 

4

 

 

 

583,331

 

 

 

83,333

 

Tax recoverable

 

 

5

 

 

 

61,135

 

 

 

61,384

 

Inventories

 

 

 

 

 

 

652,892

 

 

 

676,703

 

Total current assets

 

 

 

 

 

 

4,943,409

 

 

 

5,448,738

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NON-CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Operating lease right-of-use assets

 

 

6

 

 

 

146,542

 

 

 

177,737

 

Finance lease right-of-use assets

 

 

7

 

 

 

72,129

 

 

 

-

 

Property, plant and equipment, net

 

 

8

 

 

 

1,537,800

 

 

 

1,598,769

 

Investments in equity securities

 

 

9

 

 

 

2,026,543

 

 

 

2,027,540

 

Total non-current assets

 

 

 

 

 

 

3,783,014

 

 

 

3,804,046

 

TOTAL ASSETS

 

 

 

 

 

$8,726,423

 

 

$9,252,784

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

Trade payables

 

 

10

 

 

 

7,896

 

 

 

2,335

 

Other payables and accrued liabilities (including $296,331 and $83,333 of other payables from related party as of June 30, 2026 and December 31, 2025 respectively)

 

 

11

 

 

 

608,537

 

 

 

401,611

 

Operating lease liabilities

 

 

6

 

 

 

56,677

 

 

 

59,147

 

Finance lease liabilities

 

 

7

 

 

 

6,865

 

 

 

 -

 

Advance payment from customer

 

 

 

 

 

 

8,351

 

 

 

8,385

 

Amount owing to directors

 

 

 

 

 

 

124,612

 

 

 

49,479

 

Total current liabilities

 

 

 

 

 

 

812,938

 

 

 

520,957

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

Operating lease liabilities

 

 

6

 

 

 

89,350

 

 

 

116,899

 

Finance lease liabilities

 

 

7

 

 

 

45,693

 

 

 

-

 

Total non-current liabilities

 

 

 

 

 

 

135,043

 

 

 

116,899

 

TOTAL LIABILITIES

 

 

 

 

 

$947,981

 

 

$637,856

 

COMMITMENT AND CONTINGENCIES

 

 

 

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

As at June 30, 2026, 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. 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 share authorized and no shares outstanding (on a post-reverse stock split basis)*.

 

 

15

 

 

$20,174,795

 

 

$20,174,795

 

Additional paid in capital

 

 

 

 

 

 

(5,011,891)

 

 

(5,011,891)

Accumulated deficit

 

 

 

 

 

 

(7,257,253)

 

 

(6,427,227)

Accumulated other comprehensive losses

 

 

 

 

 

 

(127,209)

 

 

(120,749)

TOTAL STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

7,778,442

 

 

 

8,614,928

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

$8,726,423

 

 

$9,252,784

 

 

 * 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 15.

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 15

 

See accompanying notes to the consolidated financial statements.

 

 
4

Table of Contents

 

PART I — FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS (CONT’D)

 

BIONEXUS GENE LAB CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

 (Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

 

 

Three-month periods ended

 

 

Six-month periods ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE (Including $nil and $16,109 of revenue from related parties for the three-month period ended June 30, 2026 and 2025, respectively, and $nil and $32,179 of revenue from related parties for the six-month period ended June 30, 2026 and 2025, respectively)

 

$76,156

 

 

$2,260,253

 

 

$98,998

 

 

$4,397,328

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF REVENUE (Including $nil and $2,307 of cost of revenue from related parties for the three-month period ended June 30, 2026 and 2025, respectively, and $nil and $2,307 of cost of revenue from related parties for the six-month period ended June 30, 2026 and 2025, respectively)

 

 

(63,174)

 

 

(1,892,231)

 

 

(86,806)

 

 

(3,685,813)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

12,982

 

 

 

368,022

 

 

 

12,192

 

 

 

711,515

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividend income

 

 

-

 

 

 

8,626

 

 

 

-

 

 

 

17,560

 

Interest income

 

 

21,183

 

 

 

29,768

 

 

 

38,362

 

 

 

53,336

 

Fair value gain on investments in equity securities

 

 

-

 

 

 

23,742

 

 

 

-

 

 

 

28,256

 

Reversal of expected credit losses

 

 

91,383

 

 

 

69,759

 

 

 

118,126

 

 

 

94,912

 

Gain from foreign exchange

 

 

46

 

 

 

-

 

 

 

5,663

 

 

 

-

 

Others

 

 

8,393

 

 

 

77,566

 

 

 

16,540

 

 

 

106,817

 

TOTAL OTHER INCOME

 

 

121,005

 

 

 

209,461

 

 

 

178,691

 

 

 

300,881

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

(36,022)

 

 

(608,427)

 

 

(88,755)

 

 

(1,149,122)

Research and development

 

 

(13,671)

 

 

(12,557)

 

 

(28,158)

 

 

(24,696)

General and administrative (Including $nil and $1,012 of rental expenses to related party for the three-month period ended June 30, 2026 and 2025, respectively, and $nil and $2,056 of rental expenses to related party for the six-month period ended June 30, 2026 and 2025, respectively)

 

 

(298,526)

 

 

(516,790)

 

 

(626,195)

 

 

(908,666)

Fair value loss on investments in equity securities

 

 

-

 

 

 

(51,002)

 

 

-

 

 

 

(119,499)

Provision for expected credit losses

 

 

(68,164)

 

 

-

 

 

 

(270,661)

 

 

(40,124)

TOTAL OPERATING EXPENSES

 

 

(416,383)

 

 

(1,188,776)

 

 

(1,013,769)

 

 

(2,242,107)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(282,396)

 

 

(611,293)

 

 

(822,886)

 

 

(1,229,711)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCE COSTS

 

 

(4,055)

 

 

(4,879)

 

 

(7,140)

 

 

(9,788)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE TAX

 

 

(286,451)

 

 

(616,172)

 

 

(830,026)

 

 

(1,239,499)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

 

$(286,451)

 

$(616,172)

 

$(830,026)

 

$(1,239,499)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive (loss)/income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation (loss)/gain

 

 

(28,360)

 

 

367,078

 

 

 

(6,460)

 

 

439,237

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE LOSS

 

$(314,811)

 

$(249,094)

 

$(836,486)

 

$(800,262)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share - Basic and diluted

 

 

(0.118)

 

 

(0.343)

 

 

(0.343)

 

 

(0.690)

Weighted average number of common stocks outstanding, Basic and Diluted #

 

 

2,417,314

 

 

 

1,796,597

 

 

 

2,417,314

 

 

 

1,796,597

 

 

# 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 15.

 

See accompanying notes to the condensed consolidated financial statements

 

 
5

Table of Contents

 

BIONEXUS GENE LAB CORP. 

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY 

AS OF JUNE 30, 2026 AND 2025

(Amount expressed in United States Dollars (“US$”)) 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

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 period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(623,327)

 

 

-

 

 

 

(623,327)

Foreign currency translation gain

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

72,159

 

 

 

72,159

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of March 31, 2025*

 

 

1,796,766

 

 

$17,332,315

 

 

$(5,011,891)

 

$(4,065,947)

 

$(482,841)

 

$7,771,636

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(616,172)

 

 

-

 

 

 

(616,172)

#Fractional shares

 

 

(169)

 

 

(505)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(505)

Foreign currency translation gain

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

367,078

 

 

 

367,078

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of June 30, 2025*

 

 

1,796,597

 

 

$17,331,810

 

 

$(5,011,891)

 

$(4,682,119)

 

$(115,763)

 

$7,522,037

 

 

* 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 and the 1-for-12 reverse stock split effected on July 20, 2023, on a retroactive basis.

 

# Rounding down of 169.30 fractional shares resulting from a 10-to-1 reverse stock split at a price of $2.98 per share

 

 

 

 

 

 

 

 

 

 

 

 

 Accumulated

 

 

 

 

 

 

Common stock

 

 

Additional

 

 

 

 

 

 other

 

 

Total

 

 

 

Number of

 

 

paid in

 

 

 Accumulated

 

 

comprehensive

 

 

stockholders’

 

 

 

shares

 

 

Amount

 

 

capital

 

 

deficit

 

 

losses

 

 

equity

 

Balance as of December 31, 2025 *

 

 

2,417,314

 

 

$20,174,795

 

 

$(5,011,891 )

 

$(6,427,227 )

 

$(120,749 )

 

$8,614,928

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(543,575 )

 

 

-

 

 

 

(543,575 )

Foreign currency translation gain

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

21,900

 

 

 

21,900

 

Balance as of March 31, 2026 *

 

 

2,417,314

 

 

$20,174,795

 

 

$(5,011,891 )

 

$(6,970,802 )

 

$(98,849 )

 

$8,093,253

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(286,451)

 

 

-

 

 

 

(286,451)

Foreign currency translation (loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(28,360)

 

 

(28,360)

Balance as of June 30, 2026 *

 

 

2,417,314

 

 

$20,174,795

 

 

$(5,011,891 )

 

$(7,257,253)

 

$(127,209)

 

$7,778,442

 

 

* 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 and the 1-for-12 reverse stock split effected on July 20, 2023, on a retroactive basis.

 

See accompanying notes to the condensed consolidated financial statements.

 

 
6

Table of Contents

 

 BIONEXUS GENE LAB CORP. 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

 

 

Six-month periods ended

 

 

 

June 30,

 

 

 

2026

 

 

2025

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$(830,026)

 

$(1,239,499)

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Amortization of operating lease ROU assets

 

 

31,193

 

 

 

27,312

 

Amortization of finance lease ROU assets

 

 

2,723

 

 

 

-

 

Allowances for expected credit losses

 

 

270,661

 

 

 

40,124

 

Recoveries for expected credit losses

 

 

(118,126)

 

 

(94,912)

Depreciation of property, plant and equipment

 

 

56,358

 

 

 

54,442

 

Dividend income

 

 

-

 

 

 

(17,560)

Fair value loss on investments in equity securities

 

 

-

 

 

 

91,243

 

Operating loss before working capital changes

 

 

(587,217)

 

 

(1,138,850)

 

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Inventories

 

 

23,811

 

 

 

173,001

 

Trade and other receivables

 

 

310,559

 

 

 

(368,335)

Other assets

 

 

(499,998)

 

 

-

 

Trade and other payables

 

 

212,487

 

 

 

(112,559)

Advance payment from customer

 

 

(34)

 

 

(84,531)

Operating lease liabilities

 

 

(30,019)

 

 

(13,401)

Tax liabilities

 

 

249

 

 

 

(17,304)

Net cash used in operating activities

 

 

(570,162)

 

 

(1,561,979)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Dividend income

 

 

-

 

 

 

17,560

 

Proceeds from maturity of fixed deposits

 

 

443,395

 

 

 

-

 

Change in fixed deposits placed with original maturities of more than three months

 

 

(19,660)

 

 

(31,227)

Payment for acquisition of right-of-use assets

 

 

(21,008)

 

 

-

 

Purchase of plant and equipment

 

 

(575)

 

 

(30,511)

Net cash generated from/(used in) investing activities

 

 

402,152

 

 

 

(44,178)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Advance from/ (Repayments to) Directors

 

 

75,133

 

 

 

(1,385)

Repayment of finance lease liabilities

 

 

(1,817)

 

 

-

 

Cash paid for fractional shares in reverse stock split

 

 

-

 

 

 

(505)

Net cash generated from/(used in) financing activities

 

 

73,316

 

 

 

(1,890)

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

256

 

 

258,270

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

 

(94,438)

 

 

(1,349,777)

CASH AND CASH EQUIVALENTS, BEGINNING OF FINANCIAL PERIOD

 

 

2,486,383

 

 

 

2,886,966

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, END OF FINANCIAL PERIOD

 

$2,391,945

 

 

$1,537,189

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS INFORMATION:

 

 

 

 

 

 

 

 

Fixed deposits placed with financial institutions with original maturities of three months or less

 

$1,159,287

 

 

$723,010

 

Cash and bank balances

 

 

1,232,658

 

 

 

814,179

 

Cash and cash equivalents, end of financial period

 

 

2,391,945

 

 

 

1,537,189

 

 

 

 

 

 

 

 

 

 

Supplementary cash flow information:

 

 

 

 

 

 

 

 

Interest paid

 

$(864)

 

$(3,168)

Income tax paid

 

 

-

 

 

 

(12,514)

 

See accompanying notes to the condensed consolidated financial statements 

 

 
7

Table of Contents

 

BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

 

BioNexus Gene Lab Corp. (the “Company”) was incorporated in the State of Wyoming on May 12, 2017. On August 23, 2017, the Company acquired all the outstanding capital stock of Bionexus Gene Lab Sdn. Bhd., a Malaysian corporation (“BioNexus Malaysia”). BioNexus Malaysia was incorporated in Malaysia on April 7, 2015 and subsequently changed its name to MRNA Scientific Sdn. Bhd. (“MRNA Scientific”) on September 19, 2023.

 

The principal office address is Unit A-28-7, Level 28, Tower A, Menara UOA Bangsar, No.5, Jalan Bangsar Utama 1, Kuala Lumpur, Malaysia, and our lab is located at Lab 353, Chemical Science Centre, University Science Malaysia, George Town, Penang, Malaysia.

 

On December 31, 2020, the Company consummated its acquisition of Chemrex Corporation Sdn. Bhd. (“Chemrex”), pursuant to a Share Exchange Agreement by and among the Company, Chemrex and the Chemrex shareholders wherein the Company acquired all the issued and outstanding shares of capital stock of Chemrex from the Chemrex shareholders in exchange for 68,487,261 shares of common stock of the Company.

 

The acquisition of Chemrex has been accounted for as a common control transaction as there is no change in the control over the assets acquired and liabilities assumed. The net assets are derecognized by the transferring entity (i.e. Chemrex) and recognized by the receiving entity (i.e. the Company). The difference between the consideration transferred and the carrying amounts of the net assets is recognized in equity.

 

The financial statements of the receiving entity report the results of operations for the period in which the transfer occurs as though the transfer of net assets or exchange of equity interests had occurred at the beginning of the period. Results of operations for that period will thus comprise those of the previously separate entities combined from the beginning of the period to the date the transfer is completed and those of the combined operations from that date to the end of the period. The comparative financial statements were not adjusted retrospectively as Chemrex was not under common control during the comparative period.

 

The corporate structure as at June 30, 2026 is depicted below:

 

 

 

BioNexus Gene Lab Corp.

 

 

 

 

a Wyoming company

 

 

 

 

 

 

 

 

 

 

 

 

 

100% owned 

 

 

100% owned

MRNA Scientific Sdn. Bhd. 

 

 

Chemrex Corporation Sdn. Bhd., 

(formerly “Bionexus Gene Lab Sdn. Bhd.”),

 

 

a Malaysian Company

 a Malaysian company

 

 

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying unaudited condensed 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 condensed consolidated financial statements as of and for the six months ended June 30, 2026 and 2025 have been prepared pursuant to the rules and regulations of the securities and exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted.

 

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The Condensed Consolidated Balance Sheet information as of December 31, 2025 was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 14, 2026. These financial statements should be read in conjunction with that report.

 

 
8

Table of Contents

 

BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

 

·

Going concern

 

The accompanying consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, for the period ended June 30, 2026, the Company recorded a net loss of $830,026 and negative cash outflows from operating activities of $570,162 and as of June 30, 2026, the Company incurred an accumulated deficit of $7,257,253. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The Company’s ability to continue as a going concern is dependent upon improving its operating results and maintaining adequate liquidity. Management believes that the Company’s existing cash balance, together with its positive working capital position, will provide sufficient liquidity to fund operations and meet its obligations as they become due for at least the next twelve months from the date these condensed consolidated financial statements are issued. In addition, the Company may seek external financing or pursue fundraising opportunities to further strengthen its liquidity position and support future growth initiatives.

 

No assurance can be given that any additional financing, if needed, will be available, or, if available, that it will be on terms satisfactory to the Company. If the Company obtains debt financing, it may be subject to restrictive covenants and repayment obligations that could adversely affect its operations. If the Company raises capital through the issuance of equity securities, existing stockholders may experience substantial dilution.

 

·

 Basis of consolidation

 

The consolidated financial statements include the accounts of BioNexus Gene Lab Corp. and its subsidiaries. Acquired businesses are included in the consolidated financial statements from the dates of acquisition. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All inter-company accounts and transactions have been eliminated in consolidation.

 

·

Use of estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to allowance for credit losses for financial assets and impairment analysis of long-lived assets. Actual results may differ from these estimates.

 

·

Cash and cash equivalents

 

Cash and cash equivalents represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

 

The 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 61,300) per depositor. 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. As of June 30, 2026, cash balances exceeding the insured limit amounted to $2,117,186. However, the Company has not experienced any losses on such accounts and believes that its exposure to credit risk is not significant. 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. 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. 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.

 

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.

 

 
9

Table of Contents

 

BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

 

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).

 

·

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. 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. 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. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset.

 

Finance and operating lease right-of-use (“ROU”) assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date. As the implicit rate is not determinable in most of the Company’s leases, management uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The expected lease term includes options to extend or terminate the lease when it is reasonably certain the Company will exercise the option. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. 

 

The Company’s lease arrangements have lease and non-lease components. Leases with an expected term of 12 months or less are not accounted for on the balance sheet and the related lease expense is recognized on a straight-line basis over the expected lease term.

 

·

Property, plant and equipment

 

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on a straight-line basis to write off the cost over the following expected useful lives of the assets concerned.

 

The principal annual rates used are as follows:

 

 

 

 

Principal

 

Categories

 

Annual Rates

 

Air conditioner

 

 

20%

Buildings

 

 

2%

Computer and software

 

 

33%

Equipment

 

 

20%

Furniture and fittings

 

10% to 20

%

Lab Equipment

 

 

10%

Motor vehicle

 

10% to 20

%

Office equipment

 

 

20%

Renovation

 

10% to 20

%

Signboard

 

 

10%

Solar PV System

 

 

20%

Machinery

 

 

10%

 

Leasehold lands are depreciated over the period of lease term. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. Freehold land is not depreciated. Property, plant and equipment under construction are not depreciated until the assets are ready for their intended use.

 

Maintenance and repairs are charged to operations as incurred. Expenditures which substantially increase the useful lives of the related assets are capitalized. When properties are disposed of, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is reported in the period the transaction takes place.

 

Fully depreciated plant and equipment are retained in the financial statements until they are no longer in use.

 

 
10

Table of Contents

 

BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

 

·

 

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. Equity securities with readily determinable fair values are measured at fair value, with changes in fair value recognized in net income. These investments are classified within “Investments in equity securities” on the consolidated balance sheets, and unrealized gains and losses are included in “Other income (expense), net” in the consolidated statement of operations and comprehensive income/(loss).

 

For equity securities without readily determinable fair values, the Company may elect the practicability exception to measure such investments at cost, less impairment, if any, plus or minus observable price changes in orderly transactions for the identical or a similar investment of the same issuer. These securities are evaluated at each reporting period for impairment or observable price changes.

 

Realized gains and losses on sales of equity securities are determined based on the specific identification method and are also recorded in net income.

 

·

Impairment of long-lived assets

 

Long-lived assets primarily include goodwill, intangible assets and property, plant and equipment. In accordance with the provision of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets,” the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each fiscal year, or more frequently if indicators of impairment exist, such as a significant, sustained change in the business climate. The recoverability of long-lived assets is measured at the lowest level group. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. There has been no impairment charge for the years presented.

 

·

Finance lease

 

Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, the Company as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to the Company, while the leased asset is depreciated in accordance with the Company’s depreciation policy if the title is to eventually transfer to the Company. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest”.

 

·

Revenue recognition

 

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.

 

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfils its obligations under each of its agreements:

 

·

identify the contract with a customer;

 

 

·

identify the performance obligations in the contract;

 

 

·

determine the transaction price;

 

 

·

allocate the transaction price to performance obligations in the contract; and

 

 

·

recognize revenue as the performance obligation is satisfied.

 

The Company records revenue at point in time which is recognized upon goods delivered or services rendered.

 

·

Shipping and handling fees

 

Shipping and handling fees, if billed to customers, are included in revenue. Shipping and handling fees associated with inbound and outbound freight are expensed as incurred and included in selling and distribution expenses.

 

·

Comprehensive income

 

ASC Topic 220, “Comprehensive Income” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statements of stockholders’ equity consists of changes in unrealized gains and losses on foreign currency translation and cumulative net change in the fair value of available-for-sale investments held at the balance sheet date. This comprehensive income is not included in the computation of income tax expense or benefit.

 

 
11

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BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

 

·

 

Income taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose uncertain tax positions taken in their financial statements or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

The Company conducts major businesses in Malaysia and is subject to tax in their own jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.

 

·

Net earnings or loss per share

 

The Company calculates net earnings or loss per share in accordance with ASC Topic 260 “Earnings per share.” Basic earnings or loss per share is computed by dividing the net earnings or loss by the weighted average number of common shares outstanding during the period. Diluted earnings or loss per share is computed similar to basic earnings or loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

 

·

Foreign currencies translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

 

The functional currency of the Company is the United States Dollar (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the subsidiaries maintain their books and records in a local currency, Malaysian Ringgit (“MYR” or “RM”), which is functional currency as being the primary currency of the economic environment in which the subsidiaries operate.

 

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement,” using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income.

 

Translation of amounts from MYR into US$1.00 has been made at the following exchange rates for the respective period and year:

 

 

 

June 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Period ended June 30, 2026 /Year-ended December 31, 2025 US$1: MYR exchange rate

 

 

4.078

 

 

 

4.061

 

 

 

 

 

 

 

 

 

 

 

 

January 1,

 

 

January 1,

 

 

 

2026 to

 

 

2025 to

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

Six-month average US$1: MYR exchange rate

 

 

3.984

 

 

 

4.450

 

 

·

Related parties

 

Related Parties, which can be a corporation or individual, are considered to be 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. Companies are also considered to be related if they are subject to common control or common significant influence.

 

 
12

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BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

 

·

 

Fair value of financial instruments

 

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. 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 June 30, 2026 and December 31, 2025, respectively, 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”).

 

Management periodically reviews new accounting standards that are issued.

 

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. 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. 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. 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 5, Income Taxes.

 

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. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.

 

The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements and related disclosures.

 

 
13

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BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

 

Accounting Standards Update 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets:

 

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in the ASU provide (1) all entities with practical expedient and (2) entities other than public business entities (PBEs) with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The ASU is effective for fiscal years and interim periods beginning after December 15, 2025. Companies should apply this guidance on a prospective basis, and early adoption is permitted.

 

The Company is reviewing the accounting standards update to determine the impact it may have on its consolidated financial statements and related disclosures.

 

The Company does not expect that any other recently issued accounting pronouncements will have a significant effect on its consolidated financial statements.

 

NOTE 3 – TRADE RECEIVABLES

 

The Company’s trade receivables represent amounts due from customers that are unrelated parties and related parties of $NIL and $31,420 respectively for June 30, 2026 and December 31, 2025. Trade receivables are initially recognized at the invoiced amount and subsequently measured at amortized cost, net of an allowance for expected credit losses. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Trade receivables are written off when they are determined to be uncollectible, and all reasonable collection efforts have been exhausted.

 

As of June 30, 2026, 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. Certain receivables are interest-bearing. Specifically, one customer was charged with interest at 6% per annum from May 2021 to June 2023. From July 2023 onwards, the Company increased its interest rate to 8.4%.

 

 

 

As of

 

 

 

June 30,

2026

 

 

December 31,

2025

 

 

 

 

 

 

 

 

Trade receivables

 

 

864,874

 

 

 

1,209,880

 

Allowances for expected credit losses 

 

 

(849,330)

 

 

(703,995 )

Total trade receivables, net

 

$15,544

 

 

$505,885

 

 

Movement for trade receivables allowance for impairment accounts:

 

 

 

As of

 

 

 

June 30,

2026

 

 

December 31,

2025

 

At January 1, 2026 and January 1, 2025

 

 

703,995

 

 

 

517,877

 

Charge for the period/year

 

 

 

 

 

 

 

 

Allowances for expected credit losses

 

 

270,661

 

 

 

225,756

 

Recovered for expected credit losses

 

 

(118,126)

 

 

(97,203 )

Foreign translation differences

 

 

(7,200)

 

 

57,565

 

 

 

$849,330

 

 

$703,995

 

 

NOTE 4 – OTHER ASSETS

 

On November 28, 2025, the Company entered into an Exclusive Intellectual Property License Agreement (the “License Agreement”) with Fidelion Diagnostics Pte. Ltd. (“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 (“ASEAN”). The License Agreement was entered into together with the Share Subscription and Shareholders’ Agreement between the Company and Fidelion, among others, whereby Fidelion issued to the Company 180 Ordinary Shares (approximately 15% of Fidelion’s share capital) and the Company issued 392,329 shares of its restricted common stock to Fidelion (approximately 16.6% of the Company’s issued and outstanding common stock). 

 

 
14

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BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

 

In consideration for the license, the Company agreed to pay Fidelion a total license fee of $2,000,000 in 24 equal monthly instalments. Instalment payments made under the License Agreement are recorded as prepaid amounts within Other Assets. The Company has not recognized the license rights as a separate intangible asset as of June 30, 2026.

 

NOTE 5 – INCOME TAXES

 

Loss before income taxes for the six months ended June 30, 2026 and 2025 is summarized as follows:

 

 

 

Six-month periods ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

Loss before income taxes:

 

 

 

 

 

 

Local

 

$(421,417)

 

$(441,349)

Foreign, representing Malaysia

 

 

(408,609)

 

 

(798,150)

 

 

$(830,026)

 

$(1,239,499)

 

Provision for income taxes for the six-month periods ended June 30, 2026 and 2025 is summarized as follows: 

 

 

 

Six-month periods ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

Current expense/(benefit):

 

 

 

 

 

 

Federal

 

$-

 

 

$-

 

State

 

 

-

 

 

 

-

 

Foreign

 

 

-

 

 

 

-

 

Total current expense

 

 

-

 

 

 

-

 

Deferred expense/(benefit):

 

 

 

 

 

 

 

 

Federal

 

 

-

 

 

 

-

 

State

 

 

-

 

 

 

-

 

Foreign

 

 

-

 

 

 

-

 

Total deferred expense/(benefit)

 

 

-

 

 

 

-

 

Total income tax expense

 

$-

 

 

$-

 

 

The income taxes paid/(net of refunds) by jurisdiction for six-month periods ended June 30, 2026 and 2025, as reported in the Consolidated Statements of Cash Flows, are as follows:

 

 

 

Six-month periods ended

 

 

 

June 30, 2026

 

 

June 30, 2025

 

U.S. federal

 

$-

 

 

$-

 

Foreign, Malaysia

 

$-

 

 

$(12,514)

Total income taxes paid, net

 

$-

 

 

$(12,514)

 

The reconciliation of the federal statutory income tax amount and rate to the Company’s effective tax rate for six-month periods ended June 30, 2026 and 2025 is as follows:

 

 

 

Six-month periods ended

 

 

 

June 30, 2026

 

 

June 30, 2025

 

 

 

 $

 

 

 %

 

 

$ 

 

 

 %

 

Loss before tax

 

 

(830,026)

 

 

-

 

 

 

(1,239,499)

 

 

-

 

Federal statutory tax rate

 

 

(174,305)

 

 

21.00%

 

 

(260,295)

 

 

21.00%

State and local income taxes, net of federal income tax effect

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Foreign tax effects:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Malaysia

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign rate difference

 

 

(12,258)

 

 

1.48%

 

 

(23,944)

 

 

1.93%

Non-taxable or non-deductible items

 

 

39,251

 

 

 

(4.73)%

 

 

12,259

 

 

 

(0.99)%

Prior year tax adjustment

 

 

-

 

 

 

0.00%

 

 

-

 

 

 

0.00%

Changes in valuation allowances

 

 

147,314

 

 

 

(17.75)%

 

 

271,980

 

 

 

(21.94)%

Income tax expense and effective tax rate

 

 

-

 

 

 

0.00%

 

 

-

 

 

 

0.00%

 

 
15

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BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

 

The significant components of deferred taxes of the Company are as follows:

 

 

 

As of

 

 

 

June 30,

 2026

 

 

December 31,

2025

 

Deferred tax assets

 

 

 

 

 

 

Property, plant and equipment

 

$(226,058)

 

 

(225,839 )

Capital allowances

 

 

376,024

 

 

 

340,392

 

Net operating loss (NOL) carryforwards:

 

 

 

 

 

 

 

 

– United States of America

 

 

9,359,539

 

 

 

8,938,122

 

– Malaysia

 

 

2,564,798

 

 

 

2,355,144

 

Gross deferred tax assets

 

 

12,074,302

 

 

 

11,407,819

 

Less: Valuation allowance

 

 

(12,074,302)

 

 

(11,407,819 )

Deferred tax assets, net of valuation allowance

 

 

-

 

 

 

-

 

 

The table below summarizes changes in the valuation allowance for deferred tax assets for the six-month periods ended June 30, 2026 and 2025 presented:

 

 

 

Six-month periods ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

Valuation allowance

 

 

 

 

 

 

Balance, beginning of period

 

$11,407,819

 

 

$9,466,173

 

Increases in (reversal of) valuation allowance during the period

 

 

666,484

 

 

 

1,188,417

 

Balance, end of period

 

$12,074,302

 

 

$10,654,590

 

 

The Company believes that it is more likely than not that the deferred tax assets will not be fully realized in the future. Accordingly, the Company established a valuation allowance of 12,074,302 to offset deferred tax assets of $12,074,302, including deferred tax assets related to the net operating loss (NOL) carry forwards of $11,924,337 as of June 30, 2026.

 

For the six-month periods ended June 30, 2026 and 2025, a valuation allowance was increased by $666,484, this increase was primarily due to an increase of NOL carry-forwards of $421,417 from the holding company.

 

United States of America

 

The Company is registered in the State of Wyoming and is subject to United States of America tax law.

 

For the six-month periods ended June 30, 2026 and 2025 the operations in the United States of America incurred a net operating loss (NOL) of $421,417 and $441,349 respectively.

 

As of June 30, 2026, the cumulative net operating losses (NOLs) were $9,359,539 which can be carried forward to offset future taxable income. The NOL carry-forwards begin to expire in 2041, if unutilized.

 

Malaysia

 

The Company’s subsidiaries operating in Malaysia are subject to the Malaysia Corporate Tax Laws at a standard income tax rate of 24% on their assessable income for the tax year.

 

For the six-month periods ended June 30, 2026 and 2025 the subsidiaries in Malaysia incurred an aggregate net operating loss (NOL) of $209,654 and $712,323, respectively.

 

As of June 30, 2026, the operations in Malaysia had incurred the aggregate amount of cumulative net operating losses (NOLs) of $2,564,798 which can be carried forward indefinitely to offset taxable income in the future. The NOL carry-forwards begin to expire in 2033, if unutilized.

 

 
16

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BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

NOTE 6 – OPERATING LEASE RIGHT OF USE ASSETS 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. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

 

Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

 

The present value of the lease payments is discounted at 6.65% per annum. This rate is reference from base rate of Malayan Banking Berhad, the largest bank in Malaysia.

 

As of June 30, 2026 and December 31, 2025, operating lease right-of-use assets are as follows:

 

 

 

As of

 

 

 

June 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Balance as of beginning of the period/year

 

$177,737

 

 

$215,243

 

Less: amortization

 

 

(31,193)

 

 

(56,434 )

Foreign translation differences

 

 

(2)

 

 

18,928

 

Balance as of end of the period/year

 

$146,542

 

 

$177,737

 

 

As of June 30, 2026 and December 31, 2025, operating lease liabilities are as follows:

 

 

 

As of

 

 

 

June 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Balance as of beginning of the period/year

 

$176,046

 

 

$210,557

 

Less: gross repayment

 

 

(35,355)

 

 

(65,817 )

Add: imputed interest

 

 

5,359

 

 

 

12,677

 

Foreign translation differences

 

 

(23)

 

 

18,629

 

Balance as of end of the period/year

 

 

146,027

 

 

 

176,046

 

Less: operating lease liability current portion

 

 

(56,677)

 

 

(59,147 )

Operating lease liability non-current portion

 

$89,350

 

 

$116,899

 

 

 
17

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BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

 

As of June 30, 2026 and December 31, 2025, the maturities of the operating lease obligation are as follows:

 

 

 

As of

 

 

 

June 30,

2026

 

 

December 31,

2025

 

 

 

 

 

 

 

 

Years ending June 30 and December 31:

 

 

 

 

 

 

2026

 

 

-

 

 

 

68,671

 

2027

 

 

64,257

 

 

 

61,058

 

2028

 

 

60,811

 

 

 

49,776

 

2029

 

 

33,272

 

 

 

14,159

 

Total undiscounted cash flows

 

 

158,340

 

 

 

193,664

 

Less: Interest imputed in operating lease liabilities

 

 

(12,313)

 

 

(17,618 )

Present value of operating lease liabilities

 

$146,027

 

 

$176,046

 

 

The amortization of the operating lease right of use asset for the six-month periods ended June 30, 2026 and 2025 were $31,193 and $27,312 respectively.

 

 

 

As of

 

 

 

June 30,

2026

 

 

December 31,

2025

 

Supplemental Cash Flow Disclosures:

 

 

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

Lease payment – operating leases

 

$(35,355 )

 

$(65,817 )

 

 

 

 

 

 

 

 

 

Other information:

 

 

 

 

 

 

 

 

Weighted average remaining lease term for operating lease (years)

 

 

2.92

 

 

 

3.42

 

Weighted average discount rate for operating lease

 

 

6.65%

 

 

6.65%

 

Lease expenses for the six-month periods ended June 30, 2026 and 2025 were $36,552 and $33,932, respectively.

 

NOTE 7 – FINANCE LEASE RIGHT OF USE ASSET AND LEASE LIABILITY

 

The Company purchased motor vehicles under finance lease agreements with the effective interest rate of 5.12% of per annum, with principal and interest payable monthly. The obligations under the finance lease are as follows:

 

As of June 30, 2026 and December 31, 2025, finance lease right-of-use assets are as follows:

 

 

 

As of

 

 

 

June 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

Addition of right of use assets

 

 

75,383

 

 

 

-

 

Less: amortization

 

 

(2,723)

 

 

-

 

Foreign translation differences

 

 

(531)

 

 

-

 

Balance as of June 30, 2026

 

$72,129

 

 

$-

 

 

The amortization of right of use assets is on a straight-line basis over 84 months (approximately $897 per month), commence from April 1, 2026 onwards.

 

The first repayment of the finance lease liabilities will also fall due from April 1, 2026 onwards.

 

 
18

Table of Contents

 

BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

 

As of June 30, 2026 and December 31, 2025, finance lease liabilities are as follows: 

 

 

 

As of

 

 

 

June 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

Finance lease liabilities

 

 

54,375

 

 

 

-

 

Less: gross repayment

 

 

(2,351)

 

 

-

 

Add: imputed interest

 

 

917

 

 

 

-

 

Foreign translation differences

 

 

(383)

 

 

-

 

Balance as of end of the period/year

 

$52,558

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Less: current portion of finance lease liabilities

 

 

(6,865)

 

 

-

 

Finance lease liabilities, non-current

 

$45,693

 

 

 

-

 

 

As of June 30, 2026 and December 31, 2025, the maturities of the finance lease obligation are as follows:

 

 

 

As of

 

 

 

June 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Years ending June 30 and December 31:

 

 

 

 

 

 

2027

 

 

9,188

 

 

 

-

 

2028

 

 

9,188

 

 

 

-

 

2029

 

 

9,188

 

 

 

-

 

2030

 

 

9,188

 

 

 

-

 

2031

 

 

9,188

 

 

 

-

 

Thereafter

 

 

16,066

 

 

 

-

 

Total undiscounted lease payments

 

 

62,006

 

 

 

-

 

Less: Imputed Interest on finance lease liabilities

 

 

(9,448)

 

 

-

 

Present value of finance lease liabilities

 

$52,558

 

 

$-

 

 

The amortization of the finance lease right of use asset for the six-month period ended June 30, 2026 and 2025 were $2,723 and $nil respectively.

 

Supplemental Cash Flow Disclosures:

 

 

 

 

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

 

Payment for acquisition of right-of-use assets

 

$(21,008 )

 

$-

 

Finance lease liabilities obtained in exchange for finance lease assets

 

 

54,375

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Other information:

 

 

 

 

 

 

 

 

Weighted average remaining lease term for finance lease (years)

 

 

6.75

 

 

 

-

 

Weighted average discount rate for finance lease

 

 

5.12%

 

 

-

 

 

Lease expenses for the six-month periods ended June 30, 2026 and 2025 were $3,640 and $nil respectively.

 

 
19

Table of Contents

 

BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

NOTE 8 – PROPERTY, PLANT AND EQUIPMENT

 

 Property, plant and equipment consisted of the following:

 

 

 

As of

 

 

 

June 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

Air conditioner

 

$1,124

 

 

$1,124

 

Computer and software

 

 

7,426

 

 

 

7,262

 

Equipment

 

 

65,360

 

 

 

65,360

 

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

 

 

41,519

 

 

 

41,108

 

Renovation

 

 

111,519

 

 

 

111,519

 

Signboard

 

 

806

 

 

 

806

 

Solar PV System

 

 

16,935

 

 

 

16,935

 

Machinery

 

 

211,898

 

 

 

211,898

 

 

 

 

2,543,689

 

 

 

2,543,114

 

(Less): Accumulated depreciation

 

 

(925,207)

 

 

(868,849 )

(Less): Accumulated impairment

 

 

(40,173 )

 

 

(40,173 )

Add: Foreign translation differences

 

 

(40,509)

 

 

(35,323 )

Property, plant and equipment, net

 

$1,537,800

 

 

$1,598,769

 

 

During the six-month periods ended June 30, 2026 and 2025, the Company recorded depreciation of $56,358 and $54,442, respectively.

 

 
20

Table of Contents

 

BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

NOTE 9 – INVESTMENTS IN EQUITY SECURITIES

 

 

 

As of

 

 

 

June 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

As of beginning of the period/year

 

 

2,027,540

 

 

 

1,265,166

 

Addition during the year

 

 

-

 

 

 

1,790,333

 

Disposal during the year

 

 

-

 

 

 

(1,004,428 )

Fair value (loss)/gain

 

 

-

 

 

 

(93,965 )

Foreign exchange translation

 

 

(997)

 

 

70,434

 

As of end of the period/year

 

 

2,026,543

 

 

 

2,027,540

 

 

For the six-month periods ended June 30, 2026 and 2025, respectively, the net fair value gain/ (loss)on the investments in equity securities were $Nil and $(91,243) recorded in administrative expenses and other income of the Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss).

 

 The investments in equity securities consist of the following shares:

 

 

 

As of

 

 

 

June 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

Investment in equity securities without readily determined fair value:

 

 

 

 

 

 

Malaysia

 

 

245,369

 

 

 

246,366

 

Singapore

 

 

1,781,174

 

 

 

1,781,174

 

 

 

$2,026,543

 

 

$2,027,540

 

 

Equity Securities Without Readily Determinable Fair Values

 

The Company’s investments in equity securities without readily determinable fair values consist of investments in privately held companies and totaled $2,026,543 and $2,027,540 as of June 30, 2026 and December 31, 2025, respectively.

 

These investments are accounted for in accordance with ASC 321, Investments—Equity Securities, using the measurement alternative, under which such securities are measured at cost, less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.

 

The Company evaluates these investments for impairment on a quarterly basis by performing a qualitative assessment to determine whether the fair value of an investment is less than its carrying amount. If an impairment is identified, the investment is written down to its fair value, with the loss recognized in earnings. In addition, the carrying value of these investments is adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer.

 

Because these investments are in privately held companies and lack observable market prices, the determination of fair value for impairment assessments requires significant judgment. When such investments are remeasured due to impairment or observable price changes, the resulting fair value measurements are classified within Level 3 of the fair value hierarchy.

 

For fiscal year 2025, the Company issued 392,329 shares of common stock at a value of $1,781,174 to Fidelion Diagnostics Pte. Ltd (“Fidelion”) as consideration for the Company’s subscription of Fidelion shares. This transaction formed part of the conditions under the Share Subscription and Shareholders’ Agreement entered into with Fidelion and Tongshu Biotechnology (Hong Kong) Co., Limited.

 

 
21

Table of Contents

 

BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

NOTE 10 – 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.

 

NOTE 11 – OTHER PAYABLES AND ACCRUED LIABILITIES

 

As of June 30, 2026, other payables comprised mainly amounts owing to service provider and instalment payment due to Fidelion relating to the licensing agreement at $296,331. All amounts have short payment terms.

 

 

 

As of

June 30, 2026

 

 

As of

December 31, 2025

 

 

 

 

 

 

 

 

Other payables and accrued liabilities (including $296,331 and $83,333 of other payables from related party as of June 30, 2026 and December 31, 2025 respectively)

 

 

538,068

 

 

 

275,574

 

Accrued liabilities

 

 

70,469

 

 

 

126,036

 

 

 

$608,537

 

 

$401,611

 

 

 
22

Table of Contents

 

BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

NOTE 12 – REVENUE

 

The following table shows disaggregated net revenue from contracts with customers by product or service line and geographic area for the three- and six-month periods ended June 30, 2026 and 2025:

 

 

 

Three-month periods ended

 

 

Six-month periods ended

 

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenue by product or service line:

 

 

 

 

 

 

 

 

 

 

 

 

Trading of industrial chemicals

 

 

75,506

 

 

 

2,256,787

 

 

 

97,037

 

 

 

4,390,794

 

Screening services and related sales

 

 

650

 

 

 

3,466

 

 

 

1,961

 

 

 

6,534

 

Net revenue

 

$76,156

 

 

$2,260,253

 

 

$98,998

 

 

$4,397,328

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue by geographic area

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bangladesh

 

 

-

 

 

 

28,852

 

 

 

-

 

 

 

28,852

 

Malaysia

 

 

63,717

 

 

 

1,830,563

 

 

 

86,559

 

 

 

3,578,091

 

Maldives

 

 

-

 

 

 

139,576

 

 

 

-

 

 

 

320,649

 

Singapore

 

 

-

 

 

 

97,623

 

 

 

-

 

 

 

131,846

 

Sri Lanka

 

 

-

 

 

 

109,371

 

 

 

-

 

 

 

255,470

 

Indonesia

 

 

-

 

 

 

54,268

 

 

 

-

 

 

 

82,420

 

South Africa

 

 

12,439

 

 

 

-

 

 

 

12,439

 

 

 

-

 

Net revenue

 

$76,156

 

 

$2,260,253

 

 

$98,998

 

 

$4,397,328

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Timing of recognition:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At a point in time

 

$76,156

 

 

$2,260,253

 

 

$98,998

 

 

$4,397,328

 

 

Revenue is derived from the sale of industrial chemicals and the provision of genomic screening services. Revenue from the sale of goods is recognized at a point in time when control of the goods is transferred to the customer. Credit terms are generally from 30 to 90 days. The Company allows returns only for exchanges with new goods. No warranties are given on the sale of goods.

 

Revenue from services is recognized at a point in time when the final report is delivered to the customer. Credit terms for these services are generally from 30 days to 60 days. No warranties are given on the services rendered.

 

In applying ASC 606, the Company does not exercise significant judgment in determining whether revenue from the sale of goods and services should be recognized at a point in time. 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.

 

NOTE 13 – RELATED PARTY TRANSACTIONS

 

The following table provides details of the total revenue earned and expenses incurred from all related party transactions:

 

 

 

Three-month periods ended

 

 

Six-month periods ended

 

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

 

June 30,

 

Entities in which certain directors of a subsidiary have substantial financial

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

interests

 

 

 

 

 

 

 

 

 

 

 

 

Sales of goods

 

$-

 

 

$16,109

 

 

$-

 

 

$32,179

 

Purchases

 

 

-

 

 

 

(2,307)

 

 

-

 

 

 

(2,307)

Rental of factory

 

 

-

 

 

 

(1,012)

 

 

-

 

 

 

(2,056)

 

The balances related to the above transactions with related parties are as disclosed in the Condensed Consolidated Balance Sheets which are interest-free, unsecured and subject to normal credit terms.

 

 
23

Table of Contents

 

BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

 

The related parties consist of companies in which former directors have substantial financial interests and Fidelion, in which the Company’s Chief Executive Officer has a shareholding and serves as chief executive officer-designate. The related-party payable of $296,331 as of June 30, 2026 relates to amounts due to Fidelion under the License Agreement.

 

NOTE 14 – CONCENTRATION OF RISKS

 

a) Major customers

 

For the three-month periods ended June 30, 2026, and 2025, respectively, the customers who accounted for 10% or more of the Company's revenues and its accounts received balance at period-end are presented as follows:

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

Revenues

 

 

Percentage of revenues

 

 

Accounts receivable trade

 

Customer A

 

$29,464

 

 

$-

 

 

 

38.69%

 

 

-

 

 

$-

 

 

$-

 

Customer B

 

$12,439

 

 

$-

 

 

 

16.33%

 

 

-

 

 

$-

 

 

$-

 

Customer C

 

$8,540

 

 

$-

 

 

 

11.21%

 

 

-

 

 

$-

 

 

$-

 

Customer D

 

$-

 

 

$250,240

 

 

 

-

 

 

 

11.07%

 

$-

 

 

$317,314

 

 

 

$50,443

 

 

$250,240

 

 

 

66.24%

 

 

11.07%

 

$-

 

 

$317,314

 

 

For the six-month periods ended June 30, 2026, and 2025, respectively, the customers who accounted for 10% or more of the Company's revenues and its accounts received balance at period-end are presented as follows:

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

Revenues

 

 

Percentage of revenues

 

 

Accounts receivable trade

 

Customer A

 

$29,592

 

 

$-

 

 

 

29.89%

 

 

-

 

 

$-

 

 

$-

 

Customer B

 

$12,493

 

 

$-

 

 

 

12.62%

 

 

-

 

 

$-

 

 

$-

 

 

 

$42,085

 

 

$-

 

 

 

42.51%

 

 

-

 

 

$-

 

 

$-

 

 

b) Major suppliers

 

For the three-month periods ended June 30, 2026, and 2025, respectively, the suppliers who accounted for 10% or more of the Company’s cost of sales and their balances at period ended are presented as follows:

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

Purchase

 

 

Percentage of purchases

Accounts payable trade

 

Vendor A

 

$19,995

 

 

$-

 

 

 

31.65%

 

 

-

 

 

$1,226

 

 

$-

 

Vendor B

 

$11,362

 

 

$-

 

 

 

17.99%

 

 

-

 

 

$-

 

 

$-

 

Vendor C

 

$7,490

 

 

$-

 

 

 

11.86%

 

 

-

 

 

$-

 

 

$-

 

Vendor D

 

$-

 

 

$640,043

 

 

 

-

 

 

 

33.82%

 

$-

 

 

$647,890

 

Vendor E

 

$-

 

 

$235,304

 

 

 

-

 

 

 

12.44%

 

$-

 

 

$171,291

 

 

 

$38,847

 

 

$875,347

 

 

 

61.50%

 

 

46.26%

 

$1,226

 

 

$819,181

 

 

For the six-month periods ended June 30, 2026, and 2025, respectively, the suppliers who accounted for 10% or more of the Company’s cost of sales and their balances at period ended are presented as follows:

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

Purchase

 

 

Percentage of purchases

Accounts payable trade

 

Vendor A

 

$20,082

 

 

$-

 

 

 

23.13%

 

 

-

 

 

$1,226

 

 

$-

 

Vendor B

 

$11,411

 

 

$-

 

 

 

13.15%

 

 

-

 

 

$-

 

 

$-

 

Vendor C

 

$-

 

 

$1,081,275

 

 

 

-

 

 

 

29.34%

 

$-

 

 

$647,890

 

Vendor D

 

$-

 

 

$561,103

 

 

 

-

 

 

 

15.22%

 

$-

 

 

$171,291

 

 

 

$31,493

 

 

$1,642,378

 

 

 

36.28%

 

 

44.56%

 

$1,226

 

 

$819,181

 

 

 
24

Table of Contents

 

BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

NOTE 15 – STOCKHOLDERS’ EQUITY

 

As at June 30, 2026 and December 31, 2025, the Company issued and outstanding, common stock is 2,417,314 shares, respectively.

 

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 be set at the discretion of the Board of Directors.

 

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. Immediately prior to the reverse stock split, the Company had 17,967,663 shares of common stock issued and outstanding and immediately after the reverse stock split, the Company had 1,796,597 shares of common stock issued and outstanding. No fractional shares were issued in connection with the reverse stock split. 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 Revised Reverse Stock Split was approved and authorized by a majority of the Company’s stockholders on March 19, 2025. Thereafter, on that same date, the Board of Directors set the reverse stock split ratio at 1 for 10. The Reverse Stock Split was approved by the Board at a ratio of one-for-ten (1:10), an amendment was filed with the Wyoming Secretary of State on April 1, 2025, and became market effective on April 7, 2025.

 

Shelf Filing

 

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. 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”).

 

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. 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-Q.

 

Additional Share Issuances

 

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’s discretion, up to $500,000,000 of the Company’s common stock, no par value per share, over a 36-month period.

 

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. This issuance was a result of the Share Subscription and Shareholders’ Agreement with Fidelion and Tongshu Biotechnology (Hong Kong) Co., Limited, among others, which closed on November 28, 2025.

 

 
25

Table of Contents

 

BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

NOTE 16 – SEGMENT INFORMATION

 

The Company determines its reportable segments based on its internal organization structure and internal management reporting used to assess and allocate resources. This information is 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. These reportable segments offer different products and services, and are managed separately because they require different technology and marketing strategies. The following describes the operations in each of the Company’s reportable segments:

 

·

Trading of industrial chemicals

-

Includes trading of industrial chemicals

·

Provision for genomic screening services

-

includes in commercializing proprietary blood-based diagnostic test for early disease detection

·

Investment holding

-

Investment holding

 

The CODM evaluates the performance of each reportable segment based on operating income and key segment-specific metrics. There are no inter-segment revenue transactions between reportable segments. Except for investment holding activities and the revenue to the overseas customers as disclosed in Note 12, the Company’s revenue and principal operations are substantially confined within Malaysia.

 

The CODM evaluates segment performance primarily on operating income and reviews the following expense categories by segment: cost of revenue, selling and distribution, and administrative expenses. A reconciliation of total reportable segment amounts to the Company’s consolidated amounts is provided below, with corporate and unallocated items presented as reconciling adjustments.

 

Going forward, the Company expects the MRNA Scientific segment to benefit from the integration of Fidelion Diagnostics’ technology, expanding our testing portfolio and geographic reach. Chemrex’s industrial chemicals segment is expected to decrease in relative contribution over time as contract development and manufacturing organization operations scale. The Investment Holding segment will also encompass the Company’s Ethereum treasury activities, which management views as a distinct strategic asset intended to enhance capital efficiency and diversification.

 

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:

 

 
26

Table of Contents

  

BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

By Business Unit

 

Provision for genomic screening services

 

 

Trading of industrial chemicals

 

 

Investment holding

 

 

Total

 

 

 

Six month periods ended June 30, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

$1,961

 

 

$97,037

 

 

$-

 

 

$98,998

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF REVENUE

 

 

(1,250)

 

 

(85,556)

 

 

-

 

 

 

(86,806)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

711

 

 

 

11,481

 

 

 

-

 

 

 

12,192

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

27,780

 

 

 

10,582

 

 

 

-

 

 

 

38,362

 

Reversal of expected credit losses

 

 

-

 

 

 

118,126

 

 

 

-

 

 

 

118,126

 

Gain from foreign exchange

 

 

3,827

 

 

 

1,790

 

 

 

46

 

 

 

5,663

 

Others

 

 

-

 

 

 

16,540

 

 

 

-

 

 

 

16,540

 

TOTAL OTHER INCOME

 

 

31,607

 

 

 

147,038

 

 

 

46

 

 

 

178,691

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

(66,285)

 

 

(1,140)

 

 

(21,330)

 

 

(88,755)

Research and development

 

 

(28,158)

 

 

-

 

 

 

-

 

 

 

(28,158)

General and administrative

 

 

(119,682)

 

 

(107,244)

 

 

(399,269)

 

 

(626,195)

Provision for expected credit losses

 

 

-

 

 

 

(270,661)

 

 

-

 

 

 

(270,661)

TOTAL OPERATING EXPENSES

 

 

(214,125)

 

 

(379,045)

 

 

(420,599)

 

 

(1,013,769)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(181,807)

 

 

(220,526)

 

 

(420,553)

 

 

(822,886)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCE COSTS

 

 

(5,359)

 

 

(917)

 

 

(864)

 

 

(7,140)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE TAX

 

 

(187,166)

 

 

(221,443)

 

 

(421,417)

 

 

(830,026)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

 

$(187,166)

 

$(221,443)

 

$(421,417)

 

$(830,026)

 

 
27

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BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

By Business Unit

 

Provision for genomic screening services

 

 

Trading of industrial chemicals

 

 

 Investment holding

 

 

Total

 

 

 

Six-month periods ended June 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

$6,534

 

 

$4,390,794

 

 

$-

 

 

$4,397,328

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF REVENUE

 

 

(4,131)

 

 

(3,681,682)

 

 

-

 

 

 

(3,685,813)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

2,403

 

 

 

709,112

 

 

 

-

 

 

 

711,515

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividend income

 

 

-

 

 

 

17,560

 

 

 

-

 

 

 

17,560

 

Interest income

 

 

45,094

 

 

 

8,242

 

 

 

-

 

 

 

53,336

 

Fair value gain on investments in equity securities

 

 

-

 

 

 

28,256

 

 

 

-

 

 

 

28,256

 

Reversal of expected credit losses

 

 

-

 

 

 

94,912

 

 

 

-

 

 

 

94,912

 

Others

 

 

7,370

 

 

 

99,447

 

 

 

-

 

 

 

106,817

 

TOTAL OTHER INCOME

 

 

52,464

 

 

 

248,417

 

 

 

-

 

 

 

300,881

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

(56,064)

 

 

(1,068,531)

 

 

(24,527)

 

 

(1,149,122)

Research and development

 

 

(24,696)

 

 

-

 

 

 

-

 

 

 

(24,696)

General and administrative

 

 

(205,170)

 

 

(286,724)

 

 

(416,772)

 

 

(908,666)

Fair value loss on investments in equity securities

 

 

-

 

 

 

(119,499)

 

 

-

 

 

 

(119,499)

Provision for expected credit losses

 

 

-

 

 

 

(40,124)

 

 

-

 

 

 

(40,124)

TOTAL OPERATING EXPENSES

 

 

(285,930)

 

 

(1,514,878)

 

 

(441,299)

 

 

(2,242,107)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(231,063)

 

 

(557,349)

 

 

(441,299)

 

 

(1,229,711)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCE COSTS

 

 

(6,637)

 

 

(3,101)

 

 

(50)

 

 

(9,788)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE TAX

 

 

(237,700)

 

 

(560,450)

 

 

(441,349)

 

 

(1,239,499)

Tax Expenses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

 

$(237,700)

 

$(560,450)

 

$(441,349)

 

$(1,239,499)

 

 
28

Table of Contents

 

BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

By Country

 

Malaysia

 

 

America

 

 

Total

 

 

 

Six-month periods ended June 30, 2026

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

$98,998

 

 

$-

 

 

$98,998

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF REVENUE

 

 

(86,806)

 

 

-

 

 

 

(86,806)

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

12,192

 

 

 

-

 

 

 

12,192

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

38,362

 

 

 

-

 

 

 

38,362

 

Reversal of expected credit losses

 

 

118,126

 

 

 

-

 

 

 

118,126

 

Gain from foreign exchange

 

 

5,617

 

 

 

46

 

 

 

5,663

 

Others

 

 

16,540

 

 

 

-

 

 

 

16,540

 

TOTAL OTHER INCOME

 

 

178,645

 

 

 

46

 

 

 

178,691

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

(67,425)

 

 

(21,330)

 

 

(88,755)

Research and development

 

 

(28,158)

 

 

-

 

 

 

(28,158)

General and administrative

 

 

(226,926)

 

 

(399,269)

 

 

(626,195)

Provision for expected credit losses

 

 

(270,661)

 

 

-

 

 

 

(270,661)

TOTAL OPERATING EXPENSES

 

 

(593,170)

 

 

(420,599)

 

 

(1,013,769)

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(402,333)

 

 

(420,553)

 

 

(822,886)

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCE COSTS

 

 

(6,276)

 

 

(864)

 

 

(7,140)

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE TAX

 

 

(408,609)

 

 

(421,417)

 

 

(830,026)

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax expense

 

 

-

 

 

 

-

 

 

 

-

 

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

 

$(408,609)

 

$(421,417)

 

$(830,026)

 

By Country

 

Malaysia

 

 

America

 

 

Total

 

 

 

Six-month periods ended June 30, 2025

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

$4,397,328

 

 

$-

 

 

$4,397,328

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF REVENUE

 

 

(3,685,813)

 

 

-

 

 

 

(3,685,813)

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

711,515

 

 

 

-

 

 

 

711,515

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME

 

 

 

 

 

 

 

 

 

 

 

 

Dividend income

 

 

17,560

 

 

 

-

 

 

 

17,560

 

Interest income

 

 

53,336

 

 

 

-

 

 

 

53,336

 

Fair value gain on investments in equity securities

 

 

28,256

 

 

 

-

 

 

 

28,256

 

Reversal of expected credit losses

 

 

94,912

 

 

 

-

 

 

 

94,912

 

Others

 

 

106,817

 

 

 

-

 

 

 

106,817

 

TOTAL OTHER INCOME

 

 

300,881

 

 

 

-

 

 

 

300,881

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

(1,124,595)

 

 

(24,527)

 

 

(1,149,122)

Research and development

 

 

(24,696)

 

 

-

 

 

 

(24,696)

General and administrative

 

 

(491,894)

 

 

(416,772)

 

 

(908,666)

Fair value loss on investments in equity securities

 

 

(119,499)

 

 

-

 

 

 

(119,499)

Provision for expected credit losses

 

 

 (40,124

) 

 

 

 -

 

 

 

 (40,124

) 

TOTAL OPERATING EXPENSES

 

 

(1,800,808)

 

 

(441,299)

 

 

(2,242,107)

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(788,412)

 

 

(441,299)

 

 

(1,229,711)

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCE COSTS

 

 

(9,738)

 

 

(50)

 

 

(9,788)

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE TAX

 

 

(798,150)

 

 

(441,349)

 

 

(1,239,499)

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax expense

 

 

-

 

 

 

-

 

 

 

-

 

NET (LOSS)/PROFIT ATTRIBUTABLE TO COMMON SHAREHOLDERS

 

$(798,150)

 

$(441,349)

 

$(1,239,499)

 

 
29

Table of Contents

 

BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

 

 

Provision for genomic screening services

 

 

Trading of industrial chemicals

 

 

Investment holding

 

 

Total

 

 

 

As of June 30, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment assets 

 

$1,803,092

 

 

$4,413,947

 

 

$2,509,384

 

 

$8,726,423

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in the measure of segment assets are:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Addition to non-current assets other than financial instruments and deferred tax assets

 

 

163

 

 

 

75,794

 

 

 

-

 

 

 

75,957

 

 

 

 

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 periods presented.

 

 
30

Table of Contents

 

BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

NOTE 17 – SIGNIFICANT EVENTS

 

On February 11, 2025, the Company filed with the Wyoming Secretary of State Articles of Amendment to its Articles of Incorporation (“Amendment”). 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. On that same date, the Board of Directors approved the issuance of the Series Z Preferred Stock to Muhammad Azrul bin Abdul Hamid, a member of the Board of Directors and the Audit Committee.

 

The purpose of the Series Z Preferred Stock was to increase the likelihood of procuring the votes necessary to effectuate the Reverse Stock Split Proposal had a majority of the common stockholders voted in favor of the Reverse Stock Split Proposal in the Special Shareholders’ Meeting. The Series Z Preferred Stock proportionately “mirrored” the votes placed by the common stockholders of the Company at the Special Shareholders’ Meeting.

 

On March 5, 2025, the Company issued a press release announcing that its Board of Directors had formally approved a new treasury strategy focused exclusively on Ethereum (ETH) as a strategic treasury asset. This decision positioned the Company as a leader among Nasdaq-listed companies in prioritizing Ethereum for treasury management.

 

In connection with this announcement, the Company released an Ethereum Strategy Whitepaper, which provided detailed insight into the rationale for adopting Ethereum as a treasury asset. The whitepaper is publicly available on the Company’s website at www.bionexusgenelab.com/ethstrategy.

 

On March 7, 2025, the Company issued a press release announcing a strategic partnership with ML Tech to optimize its Ethereum-based growth strategies. ML Tech, an AI-driven wealth management platform for digital assets regulated by the National Futures Association (NFA) and headquarters in Miami, Florida, will provide institutional-grade trading strategies to BGLC.

 

On March 19, 2025, the Company held a Special Meeting of Shareholders. Two proposals were voted on by the Shareholders and the results are as follows:

 

Proposal 1 (APPROVED): Approval 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 be set at the discretion of the Board of Directors.

 

Proposal 2 (APPROVED): Approval of an adjournment of the Meeting, if necessary, to solicit additional proxies if there were insufficient votes in favor of Proposal 1.

 

On April 1, 2025, the Company’s Articles of Amendment regarding the one for ten (1:10) reverse stock split was filed with the Wyoming Secretary of State, which was approved by the Company’s Board of Directors. On April 7, 2025, the Company effected a reverse stock split and the Company’s common stock began trading on a split-adjusted basis on The Nasdaq Capital Market.

 

No fractional shares were issued in connection with the reverse stock split. 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.

 

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. 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”). 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. 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-Q.

 

 
31

Table of Contents

 

BIONEXUS GENE LAB CORP. 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

FOR THE THREE- AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Currency expressed in United States Dollars (“US$”)) 

(Unaudited)

 

 

In July 2025, the Company, through MRNA Scientific Sdn. Bhd., entered into a nonbinding term sheet with Fidelion Diagnostics Pte. Ltd. (“Fidelion”) concerning a proposed strategic cross-equity alliance and exclusive commercialization rights for the VitaGuard™ minimal residual disease (“MRD”) platform in Southeast Asia. On November 28, 2025, the Company completed the Share Subscription and Shareholders’ Agreement with Fidelion and the other parties thereto and entered into an Intellectual Property License Agreement under which the Company obtained exclusive, perpetual commercialization rights for VitaGuard in the ASEAN region. VitaGuard is being developed for liquid-biopsy MRD monitoring. As of June 30, 2026, the platform remained in the commercialization and implementation stage in ASEAN and had not begun generating revenue for the Company.

 

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. 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”). 

 

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%. 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.

 

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.

 

On November 20, 2025, the Company’s Board of Directors adopted the BioNexus Gene Lab Corp. 2025 Equity Incentive Plan (the “Incentive Plan”), which was approved by the Company’s shareholders at the annual meeting held on December 24, 2025. The Incentive Plan initially reserved 472,767 shares of common stock for issuance and provides for annual increases in the share reserve in accordance with its terms. The Incentive Plan reserve for 2026 is 593,632 shares.

See Note 18 for awards issued after June 30, 2026.

 

NOTE 18 – SUBSEQUENT EVENTS

 

The Company evaluated subsequent events through August 14, 2026, the date these condensed consolidated financial statements were issued.

 

On August 13, 2026, the Company issued an aggregate of 516,128 shares of common stock under the shareholder-approved 2025 Equity Incentive Plan as fully vested Other Stock-Based Awards under Section 5 of that plan. The awards were compensation for completed services and were issued for no cash consideration. The Board valued the awards using $1.55 per share, the Nasdaq closing price on August 12, 2026, producing an aggregate Board-approved value of $799,998.40. The awards consisted of 338,709 shares to Su-Leng Tan Lee, the Company’s Chief Executive Officer and President; 96,774 shares to Set Fui Chong, the Company’s Chief Financial Officer and Principal Financial Officer; 32,258 shares to Muhammad Azrul bin Abdul Hamid, an independent director; 32,258 shares to Chee Keong Yap, an independent director; and 16,129 shares to Jook Yuen Low, an independent director. Following the issuances, 77,504 shares remained available under the plan and the Company had 2,933,442 shares of common stock issued and outstanding. The Company relied on Regulation S under the Securities Act of 1933 for the offshore issuances. The shares are restricted securities and remain subject to applicable transfer restrictions.

 

Also on August 13, 2026, the Board reappointed Su-Leng Tan Lee as Chief Executive Officer and President for a fixed term commencing September 1, 2026 and ending August 31, 2029 and approved a new employment agreement effective September 1, 2026. The agreement provides for gross base salary of $35,000 per month, an annual discretionary cash-bonus review with no guaranteed minimum or target, and termination by either party on six months’ written notice, subject to its other terms.

 

 
32

Table of Contents

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Description of Business

 

As used herein, unless the context otherwise indicates, references to the “Company,” “we,” “our,” “us,” “BioNexus” refer to BioNexus Gene Lab Corp., a Wyoming company (“BGLC”), and its wholly owned subsidiaries, MRNA Scientific Sdn. Bhd. (“MRNA Scientific Malaysia”), and Chemrex Corporation Sdn. Bhd. (“Chemrex”), both are Malaysian companies.

 

BGLC is an emerging technology company focused on the application of functional genomics to enable early detection of infectious diseases and cancers. On August 23, 2017, we acquired all of the outstanding capital stock of MRNA Scientific Malaysia, which was incorporated in Malaysia on April 7, 2015. MRNA Scientific Malaysia owns algorithm software, technology, and know-how related to the detection of common diseases through blood analysis which we use in our business. Our non-invasive blood screening tests analyze changes in ribonucleic acid (or RNA). This blood genomic biomarker approach is based on the scientific observation that circulating blood reflects, in a detectable way, what is occurring throughout the body currently, which was pioneered by BGLC’s founder, Prof. Choong-Chin Liew.

 

The corporate and principal office address of the Company and MRNA Scientific Malaysia is Unit A-28-7, Level 28, Tower A, Menara UOA Bangsar, No. 5 Jln Bangsar Utama 1, Kuala Lumpur, Malaysia. MRNA Scientific's laboratory is located at Lab 353, Chemical Science Centre, University Science Malaysia, George Town, Penang, Malaysia. MRNA Scientific's laboratory at Lifecare Diagnostic Centre is temporarily unavailable pending relocation and preparation for the contemplated VitaGuard testing regime and continued cooperation with Fidelion. Our telephone number is (+60) 18-2218762 and our website is www.bionexusgenelab.com.

 

Chemrex is a wholesaler of industrial chemicals for the manufacture of industrial, medical, appliance, aero, automotive, mechanical and electronic industries in ASEAN region. On December 31, 2020, we acquired all of the outstanding capital stock of Chemrex, which was incorporated in Malaysia on September 29, 2004.

 

Chemrex’s corporate office and distribution and storage center is located at 4 Jalan CJ 1/6 Kawasan Perusahaan Cheras Jaya, Selangor, Malaysia. Its phone number is (+60) 1922-23815 and website is www.chemrex.com.my.

 

General

 

We were incorporated in the State of Wyoming on May 12, 2017 and operations of our Malaysian company began operations in July 2017. Consequently, the following discussion and analysis of the results of operations and financial condition of the Company is for fiscal periods ended June 30, 2026 and 2025, respectively. This information should be read in conjunction with the consolidated financial statements and notes to the financial statements that are included elsewhere herein. The 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. 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. 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. 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 quarter ended June 30, 2026, BioNexus Gene Lab Corp. ("BGLC", the "Company", "we", "us" or "our") continued to refine its strategic focus across healthcare diagnostics through MRNA Scientific Sdn. Bhd., specialty chemicals through Chemrex Corporation Sdn. Bhd., and its investment and strategic-development activities. Management's priorities included modernizing and rebuilding the blood-based genomic screening (BGS) platform through GeneMatrix Systems, advancing VitaGuard commercialization planning with Fidelion, stabilizing Chemrex's core trading operations and collections, and evaluating strategic opportunities under disciplined capital-allocation criteria.

 

These activities remain subject to the technical, regulatory, financing, contractual and operational requirements, uncertainties and risks described in this report.

 

Liquidity Position and Capital Structure

 

As of June 30, 2026, the Company had cash and cash equivalents of $2,391,945 (consisting of bank balances of $1,232,658, and fixed deposit with original maturities of three months or less of $1,159,287) and total liquidity of $3.5 million. “Total liquidity” is a management liquidity metric comprised of cash and cash equivalents, fixed deposits with original maturities greater than three months, and trade receivables, net. See the Condensed Consolidated Balance Sheets and Note 2 (Summary of Significant Accounting Policies) for definitions of cash equivalents and fixed deposits. See also Note 17 for significant‑ events updates (the completed Fidelion transaction and the Board's authorization for management to explore Chemrex strategic-development opportunities) that may affect capital allocation and future liquidity planning. Management considers these resources and obligations when assessing operating requirements, strategic investments and potential transactions. The Company had no preferred stock, convertible debt or high-yield instruments outstanding as of June 30, 2026. The timing and amount of any capital deployment will depend on the Company's commitments, liquidity requirements, due diligence and applicable approvals.

 

 
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The Company continues to evaluate capital-raising alternatives, which may include at-the-market offerings, private placements or strategic financing arrangements, subject to market conditions, corporate authorization, Nasdaq and SEC requirements and the Company's capital needs.

 

Management believes current cash and expected financing under our up to $20 million ATM Program with Maxim Group LLC are sufficient to finance operations for at least the next 12 months.

 

Focus and Development of Core Biotech Business 

 

In July 2025, the Company, through MRNA Scientific Sdn. Bhd., entered into a non‑binding term sheet with Fidelion Diagnostics Pte Ltd (“Fidelion”), a Singapore-based precision diagnostics company specializing in tumor-agnostic, minimal residual disease (MRD) detection. The non-binding term sheet is for a contemplated strategic, cross‑equity alliance and exclusive commercialization rights for the VitaGuard™ MRD platform in Southeast Asia.

 

On November 28, 2025, the Company completed the Share Subscription and Shareholders’ Agreement with Fidelion and the other parties thereto. The Company also entered into an Intellectual Property License Agreement with Fidelion under which the Company obtained exclusive, perpetual commercialization rights for the VitaGuard™ MRD platform in ASEAN. VitaGuard is being developed as a liquid-biopsy platform for MRD monitoring.

 

In January 2026, the Company announced the formal commencement of the deployment phase for VitaGuard. During the quarter ended June 30, 2026, the Company’s activities remained focused on commercialization planning and implementation, including coordination with Fidelion, Tongshu Biotechnology (Hong Kong) Co., Limited (“Tongshu”) and Fidelion’s Chief Commercial Officer, as well as development of regulatory, laboratory and partner arrangements for a proposed rollout in ASEAN. The principal transaction agreements, including the IP and Technology Assignment Agreement between Tongshu and Fidelion (the “IPTA”) and the Company’s License Agreement with Fidelion, have been executed. The Company believes that it and Fidelion are entitled to rely upon the executed agreements in accordance with their terms. Because the transaction documentation and associated intellectual-property and technology packages are extensive and contain numerous representations, warranties, schedules, technical materials and delivery obligations, the parties are continuing customary post-closing review, verification, perfection, recordation, technical-delivery and implementation work. VitaGuard had not begun generating revenue for the Company as of June 30, 2026. The timing and completion of the remaining work are subject to uncertainties.

 

During and subsequent to the quarter, MRNA Scientific continued to modernize and rebuild the BGS platform through GeneMatrix Systems. The Company has built an enterprise version of GeneMatrix Systems and has completed internal workflow testing. MRNA Scientific is also developing a new report-presentation system intended to provide secure web and mobile access to screening reports, together with AI-assisted explanatory and companion features. The Company is targeting an initial release during the third quarter of 2026, subject to completion of security, privacy, validation, regulatory and management review.

 

Subsequent to the quarter, MRNA Scientific continued its cooperation with Fidelion. Following the working visit to Tongshu Gene facilities in Shanghai and Changzhou described in the Company's July 2026 press release, Dr. Muthu Meyyappan, Fidelion's Chief Commercial Officer, spent approximately three weeks in Malaysia working with MRNA Scientific and other project participants on commercialization planning, laboratory preparation, partner coordination and implementation planning for VitaGuard.

 

Chemrex Corporation Sdn. Bhd. continues to derive substantially all of its revenue from industrial chemical trading. The Board previously authorized management to explore potential contract development and manufacturing organization ("CDMO") opportunities and related facility, equipment and quality-system requirements. That authorization did not commit the Company to a definitive transition, and management retains discretion to proceed with, modify, partner in or discontinue the initiative based on feasibility, capital requirements, customer demand, regulatory and quality requirements and expected returns.

 

During the second quarter of 2026, Chemrex's core trading activity and gross margin improved sequentially, while the subsidiary continued collecting receivables outstanding at December 31, 2025. Chemrex nevertheless remained loss-making for the six-month period, and collections and recovered credit losses should not be viewed as recurring trading revenue. Management remains focused on rebuilding customer activity, maintaining collection discipline, strengthening credit controls and completing inventory verification.

 

Digital Assets and Treasury Management

 

The Company’s Ethereum-focused treasury strategy, approved by the Board in March 2025, remains a key element of our capital management approach. Ethereum holdings are intended as a long-term strategic asset and may be deployed, staked, or otherwise utilized to enhance liquidity, diversify reserves, and support capital market transactions. Management is actively monitoring regulatory developments in relevant jurisdictions, including Wyoming and Malaysia, to ensure compliance and optimize the strategy. We did not hold digital assets as of June 30, 2026 as the management is still reviewing multiple proposals and cash allocation strategies.

 

 
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Strategic Positioning for Growth and Innovation

 

The Company continues to evaluate strategic partnerships and transactions, including potential mergers, acquisitions and joint ventures. Management's evaluation considers strategic fit, execution risk, capital requirements, potential contribution to revenue and cash flow, and expected effects on shareholders. Any transaction remains subject to available capital, due diligence, contractual and corporate approvals, applicable law and the risks described in this report.

 

During and subsequent to the quarter, the Company also developed an updated corporate website and presentation materials for proposed release during the third quarter of 2026, subject to final management, securities-counsel and technical review.

 

Nasdaq Compliance Timeline & Milestones

 

 

·

November 2023: Received an initial Nasdaq compliance notice and began related compliance measures.

 

·

May 2024: Received an initial 180-day compliance extension.

 

·

November 2024: Requested a Nasdaq hearing and received a temporary compliance extension.

 

·

April 2025: Implemented a 1-for-10 reverse stock split.

 

·

April 2025: Nasdaq notified the Company that it had regained compliance with Nasdaq Listing Rule 5550(a)(2), the minimum bid price requirement.

 

The Company continues to monitor compliance with applicable Nasdaq listing standards as part of its governance and capital-markets activities. Future compliance will depend on continued satisfaction of Nasdaq's quantitative and qualitative requirements.

 

Recent Developments.

 

(a) Strategic Alliance with Tongshu Biotechnology (Hong Kong) Co., Limited and Fidelion Diagnostics Pte Ltd

 

The July 30, 2025 nonbinding term sheet was superseded by the definitive agreements completed on November 28, 2025, as described below. As of June 30, 2026, commercial sales of VitaGuard had not commenced and the Company had not generated revenue from the platform. The current implementation status and dependencies are described under “Focus and Development of Core Biotech Business” above.

 

On November 28, 2025, the Company disclosed the completion of 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 (the Company’s Chief Executive Officer), Molecule Bio LLC and Rainy Morning Technology (Hong Kong) Limited.

 

Pursuant to the SSSA, Fidelion allotted and issued to the Company 180 Ordinary Shares, representing approximately 15% of Fidelion’s enlarged share capital. In consideration, the Company issued 392,329 shares of its restricted common stock to Fidelion (or approximately 16.6% of the Company’s issued and outstanding common stock).

 

As a condition to completion, the Company and Fidelion also entered into an Intellectual Property License Agreement, pursuant to which the Company obtained exclusive commercial rights to the VitaGuard™ Minimal Residual Disease (MRD) platform in the ASEAN region, on a perpetual and exclusive basis. The license fee is payable over a 24-month instalment schedule.

 

(b) Appointment of officers, directors, committee appointments, and appointment of officers

 

On June 17, 2025, the Board of Directors of BioNexus Gene Lab Corp. (the “Company”) appointed Ms. Chong Set Fui (Angeline) as the Company’s Chief Financial Officer and Principal Financial Officer. 

 

Concurrent with the new appointment, Mr. Su-Leng Tan Lee ceased his role as acting Chief Financial Officer and Principal Financial Officer of the Company.

 

(c) Internal Controls Enhancement

 

During and subsequent to the reporting period ended June 30, 2026, as a result of recent transactions occurring at its Chemrex subsidiary, the Company focused on enhancing its internal control environment and improving governance procedures within its Chemrex subsidiary. Following the internal review of these recent transactions, management has implemented additional protocols to strengthen compliance with corporate policies and regulatory requirements, particularly concerning related-party transactions and transaction authorization at the subsidiary level.

 

 
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The Company also acknowledges a recent communication from our independent auditors JP Centurion & Partners, in which the audit firm expressed concerns regarding certain aspects of Chemrex’s financial reporting and internal control structure. The Company is addressing these matters through comprehensive oversight, led by the audit committee, to ensure transparency, accuracy, and compliance in all reported information. 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.

 

(d) 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. After a quorum was established, the shareholders approved the Reverse Stock Split. Thereafter, on that same date, the Board of Directors set the reverse stock split ratio at 1 for 10. The Reverse Stock Split became effective on April 7, 2025.

 

(e) Filing of Form S-3 Registration Statement.

 

As stated elsewhere herein, on November 7, 2025, the Company filed a registration statement on Form S-3 with the U.S. Securities and Exchange Commission to register up to $100 million of securities that may be offered from time to time. 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”).

 

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. The Company is not obligated to sell any shares under the Agreement, and the Agent is not required to purchase any shares. No sales will be made pursuant to the Agreement unless and until the Company’s shelf Registration Statement on Form S-3 is declared effective by the U.S. Securities and Exchange Commission and the Company has filed the applicable prospectus supplement. 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-Q.

 

(f) 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. 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”).

 

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%. 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.

 

As consideration for ARC’s commitment under the Facility, the Company issued to ARC 175,000 shares of Common Stock on November 26, 2025.

 

Results of Operations

Exchange Rates

 

Translation of amounts from MYR into US$1.00 has been made at the following exchange rates for the respective period and year:

 

 

 

June 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

Period ended June 30, 2026 /Year-ended December 31, 2025 US$1: MYR exchange rate

 

 

4.078

 

 

 

4.061

 

 

 

 

 

 

 

 

 

 

 

 

January 1,

 

 

January 1,

 

 

 

2026 to

 

 

2025 to

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

Six-month average US$1: MYR exchange rate

 

 

3.984

 

 

 

4.450

 

 

 
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Results of Operations for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 (unaudited).

 

The following table sets forth key selected financial data for the three months and six months ended June 30, 2026 and 2025.

 

 Consolidated

 

Three-month periods ended

 

 

Six-month periods ended

 

June 30,

June 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE (Including $nil and $16,109 of revenue from related parties for the three-month period ended June 30, 2026 and 2025, respectively, and $nil and $32,179 of revenue from related parties for the six-month period ended June 30, 2026 and 2025, respectively)

 

$76,156

 

 

$2,260,253

 

 

$98,998

 

 

$4,397,328

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF REVENUE (Including $nil and $2,307 of cost of revenue from related parties for the three-month period ended June 30, 2026 and 2025, respectively, and $nil and $2,307 of cost of revenue from related parties for the six-month period ended June 30, 2026 and 2025, respectively)

 

 

(63,174)

 

 

(1,892,231)

 

 

(86,806)

 

 

(3,685,813)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

12,982

 

 

 

368,022

 

 

 

12,192

 

 

 

711,515

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividend income

 

 

-

 

 

 

8,626

 

 

 

-

 

 

 

17,560

 

Interest income

 

 

21,183

 

 

 

29,768

 

 

 

38,362

 

 

 

53,336

 

Fair value gain on investments in equity securities

 

 

-

 

 

 

23,742

 

 

 

-

 

 

 

28,256

 

Reversal of expected credit losses

 

 

91,383

 

 

 

69,759

 

 

 

118,126

 

 

 

94,912

 

Gain from foreign exchange

 

 

46

 

 

 

-

 

 

 

5,663

 

 

 

-

 

Others

 

 

8,393

 

 

 

77,566

 

 

 

16,540

 

 

 

106,817

 

TOTAL OTHER INCOME

 

 

121,005

 

 

 

209,461

 

 

 

178,691

 

 

 

300,881

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

(36,022)

 

 

(608,427)

 

 

(88,755)

 

 

(1,149,122)

Research and development

 

 

(13,671)

 

 

(12,557)

 

 

(28,158)

 

 

(24,696)

General and administrative (Including $nil and $1,012 of rental expenses to related party for the three-month period ended June 30, 2026 and 2025, respectively, and $nil and $2,056 of rental expenses to related party for the six-month period ended June 30, 2026 and 2025, respectively)

 

 

(298,526)

 

 

(516,790)

 

 

(626,195)

 

 

(908,666)

Fair value loss on investments in equity securities

 

 

-

 

 

 

(51,002)

 

 

-

 

 

 

(119,499)

Provision for expected credit losses

 

 

(68,164)

 

 

-

 

 

 

(270,661)

 

 

(40,124)

TOTAL OPERATING EXPENSES

 

 

(416,383)

 

 

(1,188,776)

 

 

(1,013,769)

 

 

(2,242,107)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(282,396)

 

 

(611,293)

 

 

(822,886)

 

 

(1,229,711)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCE COSTS

 

 

(4,055)

 

 

(4,879)

 

 

(7,140)

 

 

(9,788)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE TAX

 

 

(286,451)

 

 

(616,172)

 

 

(830,026)

 

 

(1,239,499)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

 

$(286,451)

 

$(616,172)

 

$(830,026)

 

$(1,239,499)

  

# 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 15.

 

 
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The following table sets forth key selected financial data for the three months ended June 30, 2026 and 2025. 

 

Segmented 

 

Revenue

 

 

 

Three-month periods ended

 

 

 

June 30, 2026

 

 

June 30, 2025

 

 

 

Revenue

 

 

Contribution to total revenue

 

 

Change from prior year

 

 

Revenue

 

 

Contribution to total revenue

 

 

 

 $

 

 

 %

 

 

%

 

 

 $

 

 

 %

 

MRNA Scientific

 

 

650

 

 

 

0.85%

 

 

(81.25)%

 

 

3,466

 

 

 

0.15%

Chemrex

 

 

75,506

 

 

 

99.15%

 

 

(96.65)%

 

 

2,256,787

 

 

 

99.85%

Total

 

 

76,156

 

 

 

100.00%

 

 

(96.63)%

 

 

2,260,253

 

 

 

100.00%

 

Revenues decreased by 96.63% for the current quarter ended June 30, 2026 compared to same quarter in the prior year.

 

MRNA Scientific’s revenue decreased by 81.25%, primarily attributed to lower sales volume and client referrals from diagnostic centers.

 

Revenue for Chemrex decreased by 96.65% mainly due to lower business volume as a result of the actions of former management which occurred during the course of fiscal year 2025. These actions have  negatively impacted Company and Chemrex’s operations and profitability (See Item II Other Information – Part 1 Legal Proceedings herein). Following these actions, the Company has begun transitioning towards a new business model for Chemrex. This model includes expanding into different chemical types and exploring the Contract Development and Manufacturing Organization business. The Company intends to carry out its plans for the change in Chemrex’s operating model and is hopeful that this model will yield improved results in the future.

 

 
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Cost of Revenues and Gross Margin

 

 

 

Three-month periods ended

 

 

 

June 30,

 

 

 

2026

 

 

Contribution to total cost of revenue

 

 

Change from prior year

 

 

2025

 

 

Contribution to total cost of revenue

 

Cost of Revenue

 

$

 

 

%

 

 

%

 

 

$

 

 

%

 

MRNA Scientific

 

 

583

 

 

 

0.92%

 

 

(78.61)%

 

 

2,725

 

 

 

0.14%

Chemrex

 

 

62,591

 

 

 

99.08%

 

 

(96.69)%

 

 

1,889,506

 

 

 

99.86%

Total

 

 

63,174

 

 

 

100.00%

 

 

(96.66)%

 

 

1,892,231

 

 

 

100.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Margin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MRNA Scientific

 

 

10.31%

 

 

 

 

 

 

 

 

 

 

21.38%

 

 

 

 

Chemrex

 

 

17.10%

 

 

 

 

 

 

 

 

 

 

16.27%

 

 

 

 

Total

 

 

17.05%

 

 

 

 

 

 

 

 

 

 

16.28%

 

 

 

 

 

Cost of revenue decreased by 96.66% for the current quarter ended June 30, 2026 compared to same quarter in the prior year primarily due to significantly lower revenues at Chemrex, as described above.

 

The gross margin percentage for MRNA Scientific is lower during the quarter ended June 30, 2026 compared to same quarter in the previous year mainly due to a different mix of services with lower gross margins.

 

The gross margin percentage for Chemrex is 17.10% during the quarter ended June 30, 2026 compared to same quarter in the previous year of 16.27% mainly due to different mix of products with higher gross margins.

 

Other Income

 

 

 

 

 

 

Three-month periods ended

 

 

 

 

 

 

 

 

June 30,

 

 

 

Other Income

 

2026

 

 

Contribution to total other income

 

 

Change from prior year same quarter

 

 

2025

 

 

Contribution to total other income

 

 

 

$

 

 

%

 

 

%

 

 

$

 

 

%

 

MRNA Scientific

 

 

13,548

 

 

 

11.20%

 

 

(52.58)%

 

 

28,569

 

 

 

13.64%

Chemrex

 

 

107,411

 

 

 

88.77%

 

 

(40.62)%

 

 

180,892

 

 

 

86.36%

BGLC

 

 

46

 

 

 

0.04%

 

 

100.00%

 

 

-

 

 

 

0.00%

Total

 

 

121,005

 

 

 

100.00%

 

 

(42.23)%

 

 

209,461

 

 

 

100.00%

  

Other income decreased by 42.23% for the current quarter ended June 30, 2026 compared to the same quarter in the prior year.

 

MRNA Scientific recorded lower other income during the quarter ended June 30, 2026 compared to same quarter in the previous year. Fixed Deposit interest received was lower mainly due to reduction in fixed deposit placement and lower interest rate.

  

Chemrex recorded lower other income during the quarter ended June 30, 2026 compared to same quarter in the previous year. Dividends and fair value gain on investment in equity securities were reduced due to reductions in shares owned plus reduction in unrealised and realised foreign exchange, partly offset by higher reversal of expected credit losses due to effort put into our collection.

 

BGLC recorded other income of $46 during the current quarter primarily due to gain on realized foreign exchange.

 

 
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Sales and Marketing

 

 

 

Three-month periods ended

 

 

 

June 30,

 

Sales and Marketing

 

2026

 

 

Contribution to total sales and marketing

 

 

Change from prior year same quarter

 

 

2025

 

 

Contribution to total sales and marketing

 

 

 

$

 

 

%

 

 

%

 

 

$

 

 

%

 

MRNA Scientific

 

 

31,140

 

 

 

86.45%

 

 

9.56%

 

 

28,424

 

 

 

4.67%

Chemrex

 

 

279

 

 

 

0.77%

 

 

(99.95)%

 

 

559,541

 

 

 

91.97%

BGLC

 

 

4,603

 

 

 

12.78%

 

 

(77.50)%

 

 

20,462

 

 

 

3.36%

Total

 

 

36,022

 

 

 

100.00%

 

 

(94.08)%

 

 

608,427

 

 

 

100.00%

 

Sales and marketing expenses decreased by 94.08% for the current quarter ended June 30, 2026 compared to same quarter in the prior year mainly due to a significant reduction of such expenses at Chemrex, described below.

 

Sales and marketing expenses for MRNA Scientific for the quarter ended June 30, 2026 increased by 9.56% mainly due to higher staff expenses compared to same quarter in previous year.

 

Sales and marketing expenses for Chemrex decreased by 99.95% primarily due to lower associated staff remuneration as a result of the change in management and reduction in variable selling expenses.

 

Sales and marketing expenses for the parent, BGLC decreased by 77.50% for the quarter ended June 30, 2026 compared to same quarter in prior year due to lower travelling expenses incurred during the current period.

 

Research and Development

 

 

 

Three-month periods ended

 

 

 

June 30, 2026

 

 

June 30, 2025

 

 

 

Research and development

 

 

Contribution to total research and development

 

 

Change from prior year same quarter

 

 

Research and development

 

 

Contribution to total research and development

 

 

 

$

 

 

%

 

 

%

 

 

$

 

 

%

 

MRNA Scientific

 

 

13,671

 

 

 

100.00%

 

 

8.87%

 

 

12,557

 

 

 

100.00%

Total

 

 

13,671

 

 

 

100.00%

 

 

8.87%

 

 

12,557

 

 

 

100.00%

 

Research and development costs for the quarter ended June 30, 2026 were solely related to MRNA Scientific’s continued development of its blood-based genomic screening (BGS) test. Research and development costs increased slightly during the current quarter to $13,671 from $12,557 for the same quarter last year.

 

General and Administrative

 

 

 

Three-month periods ended

 

 

 

June 30,

 

 

 

2026

 

 

Contribution to total general and administrative

 

 

Change from prior year same quarter

 

 

2025

 

 

Contribution to total general and administrative

 

 

 

$

 

 

%

 

 

%

 

 

$

 

 

%

 

MRNA Scientific

 

 

64,232

 

 

 

21.52%

 

 

(56.94)%

 

 

149,164

 

 

 

28.86%

Chemrex

 

 

51,237

 

 

 

17.16%

 

 

(68.29)%

 

 

161,591

 

 

 

31.27%

BGLC

 

 

183,057

 

 

 

61.32%

 

 

(11.15)%

 

 

206,035

 

 

 

39.87%

Total

 

 

298,526

 

 

 

100.00%

 

 

(42.23)%

 

 

516,790

 

 

 

100.00%

 

General and administrative expenses for MRNA Scientific decreased by 56.94% during the current quarter compared to the same quarter last year due to lower office expenses and reversal of unrealized losses.

 

General and administrative expenses for Chemrex decreased by 68.29% during the current quarter compared to the same quarter last year primarily due to lower staff salaries and other office expenses.

 

General and administrative expenses for the parent, BGLC decreased by 11.15% during the current quarter compared to the same quarter last year due to lower professional fees incurred.

 

 
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Provision for Expected Credit Losses

 

The increase for the current quarter was primarily due to a higher provision recognized for trade receivables for Chemrex, reflecting exposure based on our assessments of customer payment behavior during the current quarter. 

 

Loss Before Taxes

 

Loss before taxes has reduced by 53.51% for the current quarter ended June 30, 2026 compared to the same quarter in prior year for the reasons described above.

 

Income Tax Expense

 

For current quarter ended June 30, 2026, we did not have income tax expenses due to our losses incurred.

 

The following table sets forth key selected financial data for the six months ended June 30, 2026 and 2025. 

 

Segmented 

 

Revenue

 

 

 

Six-month periods ended

 

 

 

June 30, 2026

 

 

June 30, 2025

 

 

 

Revenue

 

 

Contribution to total revenue

 

 

Change from prior year

 

 

Revenue

 

 

Contribution to total revenue

 

 

 

$

 

 

%

 

 

%

 

 

$

 

 

%

 

MRNA Scientific

 

 

1,961

 

 

 

1.98%

 

 

(69.99)%

 

 

6,534

 

 

 

0.15%

Chemrex

 

 

97,037

 

 

 

98.02%

 

 

(97.79)%

 

 

4,390,794

 

 

 

99.85%

Total

 

 

98,998

 

 

 

100.00%

 

 

(97.75)%

 

 

4,397,328

 

 

 

100.00%

 

Revenues decreased by 97.75% for the six months ended June 30, 2026 compared to same period in the prior year mainly attributed to Chemrex operations.

 

MRNA Scientific’s revenue decreased by 69.99%, primarily attributed to lower sales volume and client referrals from diagnostic centers

 

Revenue for Chemrex, as discussed above, decreased by 97.79% mainly due to lower business volume as a result of the actions of former management which occurred during the course of fiscal year 2025. This has negatively impacted Chemrex’s operations and profitability (See Item II Other Information – Part 1 Legal Proceedings herein). Following these actions, the Company has begun transitioning towards a new business model for Chemrex. This model includes expanding into different chemical types and exploring the Contract Development and Manufacturing Organization business. The Company intends to carry out its plans for the change in Chemrex’s operating model and is hopeful that this model will yield improved results in the future.

 

Cost of Revenues and Gross Margin

 

 

 

 

 

 

Six-month periods ended

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

 

2026

 

 

Contribution to total cost of revenue

 

 

Change from prior year

 

 

2025

 

 

Contribution to total cost of revenue

 

Cost of Revenue

 

$

 

 

%

 

 

%

 

 

$

 

 

%

 

MRNA Scientific

 

 

1,250

 

 

 

1.44%

 

 

(69.74)%

 

 

4,131

 

 

 

0.11%

Chemrex

 

 

85,556

 

 

 

98.56%

 

 

(97.68)%

 

 

3,681,682

 

 

 

99.89%

Total

 

 

86,806

 

 

 

100.00%

 

 

(97.64)%

 

 

3,685,813

 

 

 

100.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Margin

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MRNA Scientific

 

 

36.26%

 

 

 

 

 

 

 

 

 

 

36.78%

 

 

 

 

Chemrex

 

 

11.83%

 

 

 

 

 

 

 

 

 

 

16.15%

 

 

 

 

Total

 

 

12.32%

 

 

 

 

 

 

 

 

 

 

16.18%

 

 

 

 

 

Cost of revenue decreased by 97.64% for the six month ended June 30, 2026 compared to same period in the prior year primarily due to significantly lower revenues at Chemrex, as described above.

 

 
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The gross margin percentage for MRNA Scientific reduced slightly during the six month ended June 30, 2026 compared to same period in the previous year mainly due to a different mix of services with lower gross margins.

 

The gross margin percentage for Chemrex was 11.83% during the six month ended June 30, 2026 compared to same period in the previous year of 16.15% mainly due to lower gross margin registered in the 1st quarter. However, the Company has increased its gross margin to 17.10% in the 2nd quarter as mentioned above.

 

Other Income

 

 

 

 

 

 

Six-month periods ended

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

Other Income

 

2026

 

 

Contribution to total other income

 

 

Change from prior year same quarter

 

 

2025

 

 

Contribution to total other income

 

 

 

$

 

 

%

 

 

%

 

 

$

 

 

%

 

MRNA Scientific

 

 

31,607

 

 

 

17.69%

 

 

(39.75)%

 

 

52,464

 

 

 

17.44%

Chemrex

 

 

147,038

 

 

 

82.29%

 

 

(40.81)%

 

 

248,417

 

 

 

82.56%

BGLC

 

 

46

 

 

 

0.03%

 

 

100.00%

 

 

-

 

 

 

0.00%

Total

 

 

178,691

 

 

 

100.00%

 

 

(40.61)%

 

 

300,881

 

 

 

100.00%

 

Other income decreased by 40.61% for the current period ended June 30, 2026 compared to the same quarter in the prior year.

 

Other income for MRNA Scientific reduced by 39.75% during the period ended June 30, 2026 compared to same period in the previous year. Fixed deposit interest received was reduced mainly due to reductions in fixed deposit placement and lower interest rate.

 

Chemrex recorded lower other income during the period ended June 30, 2026 compared to same period in the previous year. Dividends and fair value gain on investment in equity securities were reduced due to reductions in shares owned plus reduction in unrealised and realised foreign exchange, partly offset by higher reversal of expected credit losses due to effort put into our collection.

 

BGLC recorded other income of $46 primarily due to gain on realized foreign exchange.

 

Sales and Marketing

 

 

 

 

 

 

Six-month periods ended

 

 

 

 

 

 

 

 

June 30,

 

 

 

Sales and Marketing

 

2026

 

 

Contribution to total sales and marketing

 

 

Change from prior year same quarter

 

 

2025

 

 

Contribution to total sales and marketing

 

 

 

$

 

 

%

 

 

%

 

 

$

 

 

%

 

MRNA Scientific

 

 

66,285

 

 

 

74.68%

 

 

18.23%

 

 

56,064

 

 

 

4.88%

Chemrex

 

 

1,140

 

 

 

1.28%

 

 

(99.89)%

 

 

1,068,531

 

 

 

92.99%

BGLC

 

 

21,330

 

 

 

24.03%

 

 

(13.03)%

 

 

24,527

 

 

 

2.13%

Total

 

 

88,755

 

 

 

100.00%

 

 

(92.28)%

 

 

1,149,122

 

 

 

100.00%

 

Sales and Marketing costs decreased by 92.28% for the six-month periods ended June 30, 2026 compared to the same periods in the prior year mainly due to a significant reduction of such expenses at Chemrex, described below.

 

Sales and marketing expenses for MRNA Scientific for the six-month periods ended June 30, 2026 increased by 18.23% mainly due to higher staff expenses compared to same periods in previous year.

 

Sales and marketing expenses for Chemrex have reduced by 99.89% primarily due to lower associated staff remuneration as a result of the change in management and reduced variable selling expenses.

 

Sales and marketing expenses for BGLC have reduced for the six-month periods ended June 30, 2026 mainly due to lower travelling expenses incurred during the current period

 

 
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Table of Contents

 

Research and Development

 

 

 

Six-month periods ended

 

 

 

June 30, 2026

 

 

June 30, 2025

 

 

 

Research and development

 

 

Contribution to total research  and development

 

 

Change from prior year same quarter

 

 

Research and development

 

 

Contribution to total research  and development

 

 

 

$

 

 

%

 

 

%

 

 

$

 

 

%

 

MRNA Scientific

 

 

28,158

 

 

 

100.00%

 

 

14.02%

 

 

24,696

 

 

 

100.00%

Total

 

 

28,158

 

 

 

100.00%

 

 

14.02%

 

 

24,696

 

 

 

100.00%

 

Research and development costs for the six-month period ended June 30, 2026 were solely related to MRNA Scientific’s continued development of its blood-based genomic screening (BGS) test.  Research and development costs increased slightly during the current six-month period to $28,158 from $24,696 for the same period last year.

 

General and Administrative

 

 

 

 

 

 

Six-month periods ended

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

2026

 

 

Contribution to total general and administrative

 

 

Change from prior year same quarter

 

 

2025

 

 

Contribution to total general and administrative

 

 

 

$

 

 

%

 

 

%

 

 

$

 

 

%

 

MRNA Scientific

 

 

119,682

 

 

 

19.11%

 

 

(41.67)%

 

 

205,170

 

 

 

22.58%

Chemrex

 

 

107,244

 

 

 

17.13%

 

 

(62.60)%

 

 

286,724

 

 

 

31.55%

BGLC

 

 

399,269

 

 

 

63.76%

 

 

(4.20)%

 

 

416,772

 

 

 

45.87%

Total

 

 

626,195

 

 

 

100.00%

 

 

(31.09)%

 

 

908,666

 

 

 

100.00%

 

General and Administrative expenses decreased by 31.09% for the six-month periods ended June 30, 2026 compared to same period in the prior year.

 

General and administrative expenses for MRNA Scientific have reduced by 41.67% due to lower office expenses being incurred.

 

General and administrative expenses for Chemrex have reduced by 62.60% primarily due to lower staff salaries and other office expenses.

 

General and administrative expenses for BGLC have reduced by 4.20% due to lower professional and office administrative expenses.

 

Provision for Expected Credit Losses

 

The increase was primarily due to a higher provision recognized for trade receivables for Chemrex, reflecting exposure based on our assessments of customer payment behavior during the current quarter. 

 

Loss Before Taxes

 

Loss before taxes has reduced by 33.04% for the six-month periods ended June 30, 2026 compared to the same period in prior year for the reasons described above.

 

 

 

Six-month periods ended

 

 

 

June 30,

 

 

 

2026

 

 

Change from prior year same quarter

 

 

2025

 

 

 

$

 

 

%

 

 

$

 

MRNA Scientific

 

 

(187,166)

 

 

(21.26)%

 

 

(237,700)

Chemrex

 

 

(221,443)

 

 

(60.49)%

 

 

(560,450)

BGLC

 

 

(421,417)

 

 

(4.52)%

 

 

(441,349)

Total

 

 

(830,026)

 

 

(33.04)%

 

 

(1,239,499)

 

Income Tax Expense

 

For current quarter ended June 30, 2026, we did not have income tax expenses due to our losses incurred.

 

 
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Table of Contents

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of June 30, 2026, we had working capital of $4,130,471 compared with working capital of $4,927,781 as of December 31, 2025. The decrease in working capital 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 main sources of cash were generated from operational revenues, the private placement of our common stock, and the proceeds of our public offering. 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 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 is a summary of the Company’s cash flows (used in)/ generated from operating, investing, and financing activities for the six-month period ended June 30, 2026 and 2025

 

 

 

Six-month periods ended

 

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$(570,162)

 

$(1,561,979)

Net cash generated from/(used in) investing activities

 

 

402,152

 

 

 

(44,178)

Net cash generated from/(used in) financing activities

 

 

73,316

 

 

 

(1,890)

Foreign currency translation adjustment

 

 

256

 

 

258,270

 

Net change in cash and cash equivalent

 

$(94,438)

 

$(1,349,777)

 

Operating Activities

 

During the six-month period ended June 30, 2026, the company recorded net cash used in operating activities $570,162 compared to $1,561,979 for the same period in prior year. The lower cash outflow was primarily due to the lower losses registered during the period and increase in other payables.

 

Investing Activities

 

Cash generated from investing activities was $402,152 for the six-month periods ended June 30, 2026 compared to net cash used in investing activities of $44,178 for the same periods in prior year.

 

The higher cashflow generated in the six-month periods ended June 30, 2026 was mainly due to proceeds from the maturity of fixed deposit partially offset by change in fixed deposit placed with original maturity of more than three months and payment of lease deposit.

 

In same period of the previous year, the net cash used was mainly on purchase of plant and equipment and change in fixed deposits placed with original maturity of more than three months.

 

Financing Activities

 

Cash generated from financing activities was $73,316 in the six-month period ended June 30, 2026 compared to cash used in financing activities of $1,890 in previous year same quarter.

 

The increase in cash generated is primarily attributable to advances from directors.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this item.

 

 
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Table of Contents

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

As of June 30, 2026, the Company carried out an evaluation under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended.

 

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of the end of the period covered by this report for the reasons reported below.

 

Internal Control over Financial Reporting

 

The Company is not required to provide an attestation report from its registered public accounting firm under Section 404(b) of the Sarbanes-Oxley Act of 2002 because it is a non-accelerated filer.

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). As of June 30, 2026, management concluded that the Company did not maintain effective internal control over financial reporting because of the material weakness described below. Management used the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

Internal Control Remediation at Subsidiary Level

 

During fiscal years 2024 and 2025, respectively, the Company’s independent registered public accounting firm communicated to management a concern regarding the sufficiency of internal financial controls at its Chemrex subsidiary. The identified issues related primarily to documentation standards, delegation of transaction approval authority, and the timeliness of internal reporting.

 

Subsequently, the Company commenced its previously reported remediation plan which targeted the following areas:

 

Remediation Plan

 

 

·

Implementation of a revised delegation of authority policy at the subsidiary level;

 

 

 

 

·

Reconstitution and strengthening of oversight mechanisms through the Board and Audit Committee;

 

 

 

 

·

Review and ratification of all affected transactions by the Audit Committee;

 

 

 

 

·

Initiation of an internal audit of Chemrex procurement and contracting procedures;

 

 

 

 

·

Staff retraining on internal control and reporting policies.

 

Management has implemented significant elements of this remediation plan, including a change in policies, documentation, personnel, and delegated authorities. However, the review and ratification process relating to certain affected transactions remains ongoing as of the date of this report. In addition, the material weakness will not be considered remediated until the revised controls have been in operation for a sufficient period of time and management has concluded, through testing, that these controls are designed and operating effectively.

 

Changes in Internal Controls over Financial Reporting

 

During the quarter ended June 30, 2026, the Company continued implementing remediation measures in response to the material weakness described above, including changes to the approval and oversight processes at the subsidiary level. Other than those remediation activities, there were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company expects to continue implementing and testing remediation measures during fiscal 2026.

 

 
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Table of Contents

 

PART II OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

Except as described below, the Company is not a party to any material pending legal proceeding, and no such proceeding is known by the Company to be threatened or contemplated.

 

As previously disclosed, on May 13, 2026, the Company issued Letters of Demand to the five former officers and directors of Chemrex demanding that the former officers and directors repay to Chemrex the collective sum of approximately $2,944,000 within 14 days. Based on its ongoing investigation, the Company alleges that the former officers and directors caused these amounts to be paid from Chemrex’s corporate accounts during the period from July 2024 through August 2025. The Company alleges that the transactions were unauthorized under Malaysian law; these allegations have not been adjudicated by a court or tribunal. The Company continues to investigate the activities of these parties and their effect on Chemrex. The Company intends to pursue available claims and remedies, as appropriate. As of the date of this report, no court or tribunal proceeding has been commenced in connection with the Letters of Demand.

 

Item 1A. Risk Factors.

 

Except as set forth below, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The risk factors described in our Form 10-K for the fiscal year ended December 31, 2025, together with the additional risk factor below, should be carefully considered because they could materially affect our business, financial condition and results of operations.

 

 

Our commercialization of VitaGuard depends on completion of customary post-closing verification, perfection and implementation work, as well as regulatory and operational readiness, and we may not generate revenue from the platform.

 

The principal transaction agreements relating to VitaGuard, including the IPTA between Tongshu and Fidelion and the Company’s License Agreement with Fidelion, have been executed. The Company believes that it and Fidelion are entitled to rely upon the executed agreements in accordance with their terms. The transaction documentation and associated intellectual-property and technology packages are extensive and contain numerous representations, warranties, schedules, technical materials and delivery obligations. The parties are continuing customary post-closing work to review and verify these materials, complete confirmatory assignments and applicable recordations, confirm chain-of-title documentation, and complete delivery and validation of technical documentation, standard operating procedures, software, source code, validation data, manufacturing and quality-control materials and regulatory documentation.

 

Although the Company believes the executed agreements provide a sufficient contractual basis to proceed with commercialization activities, uncertainties remain regarding the timing and completion of this verification, perfection and implementation work. Errors or omissions in transaction schedules, inaccuracies or breaches of representations and warranties, deficiencies in supporting documentation, delays in recordation or delivery, or disagreements regarding contractual obligations could delay regulatory preparation, validation, laboratory readiness or commercial launch; require additional expenditure or remedial documentation; result in disputes or claims; or delay, reduce or prevent revenue from VitaGuard. As of June 30, 2026, the parties were progressing these workstreams, and VitaGuard had not begun generating revenue for the Company. We cannot assure that all remaining work will be completed on the anticipated timetable or that VitaGuard will achieve regulatory acceptance, commercial adoption or profitability.

 

 
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Table of Contents

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable to our Company.

 

Item 5. Other Information.

 

Correction of Prior Disclosure.

 

The Company is correcting two statements in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Annual Report described Su-Leng Tan Lee as the Chief Executive Officer of Fidelion Diagnostics Pte. Ltd. Tan Lee serves as Chief Executive Officer-designate of Fidelion and, as of the date of this filing, has not been appointed Chief Executive Officer of Fidelion. The Annual Report also stated that the Company’s prior employment agreement with Tan Lee had been extended through July 2026. The prior arrangement instead continued through August 31, 2026.

 

Unregistered Issuance of Equity Securities

 

On August 13, 2026, BioNexus Gene Lab Corp. (the “Company”) issued an aggregate of 516,128 shares of its common stock, no par value per share, under the Company’s shareholder-approved 2025 Equity Incentive Plan. Each award was a fully vested Other Stock-Based Award under Section 5 of the plan, issued on a bonus basis as compensation for completed services and for no cash consideration. The Board valued the awards using $1.55 per share, the Nasdaq closing price on August 12, 2026. The aggregate Board-approved value of the shares issued was $799,998.40.

 

The shares were issued as follows: 338,709 shares to Su-Leng Tan Lee; 96,774 shares to Set Fui Chong; 32,258 shares to Muhammad Azrul bin Abdul Hamid; 32,258 shares to Chee Keong Yap; and 16,129 shares to Jook Yuen Low.

 

No underwriter, placement agent or broker participated in the issuances, and the Company paid no underwriting discount, placement fee or commission. The non-cash consideration received by the Company consisted of the recipients’ completed services. The issuance increased the Company’s issued and outstanding common stock from 2,417,314 shares to 2,933,442 shares and left 77,504 shares available under the plan.

 

The Company relied on Rule 903 of Regulation S under the Securities Act of 1933, as amended. Each recipient represented that the recipient was not a U.S. person, was outside the United States in connection with the offshore issuance and was acquiring the shares for the recipient’s own account as compensation for completed services and not for the account or benefit of a U.S. person. No directed selling efforts were made in the United States. The shares were issued as restricted securities subject to applicable Regulation S distribution-compliance requirements, restrictive legends and transfer controls. The shares are common stock and have no conversion or exercise terms.

 

Compensatory Arrangements of Certain Officers

 

The August 13, 2026 issuances included a fully vested award of 338,709 shares to Su-Leng Tan Lee, the Company’s Chief Executive Officer and President, valued by the Board at $524,998.95, and a fully vested award of 96,774 shares to Set Fui Chong, the Company’s Chief Financial Officer and Principal Financial Officer, valued by the Board at $149,999.70. Both awards were issued for completed services and no cash consideration. The awards are subject to the 2025 Equity Incentive Plan, the applicable award agreements, the Company’s compensation-recovery policy and applicable securities-law transfer restrictions.

 

Chief Executive Officer and President Renewal

 

On August 13, 2026, the Board reappointed Su-Leng Tan Lee as the Company’s Chief Executive Officer and President for a fixed term commencing September 1, 2026 and ending August 31, 2029, subject to earlier termination under a new employment agreement made on August 13, 2026 and effective September 1, 2026 (the “Employment Agreement”). The Employment Agreement supersedes the Executive’s prior appointment and compensation arrangements from its effective date, while preserving accrued but unpaid remuneration and specified cumulative indemnification rights.

 

The Employment Agreement provides for gross base salary of $35,000 per month, payable under the Company’s normal payroll practices and subject to applicable deductions and withholding. The Compensation Committee will establish or confirm annual objectives, review performance at least annually and determine whether to award a discretionary annual cash bonus. No minimum or target bonus is guaranteed. The Employment Agreement does not promise an equity award and provides no additional contractual medical, life, retirement, housing, transport or tax-equalization benefits, except benefits required by applicable law or separately approved in writing. The Executive is entitled to 20 business days of paid annual leave for each complete contract year, subject to the agreement’s carry-forward provisions.

 

Either party may terminate the employment relationship without cause on six months’ written notice. The Company may place the Executive on garden leave during the notice period or make payment in lieu of all or part of the unserved notice period, consisting of base salary for that period and any amount required by applicable law. The Company may terminate immediately for defined Cause following a good-faith Board determination. Except for mandatory entitlements or a separately approved amount, no severance is payable on expiry, death or termination following incapacity. The Employment Agreement also contains provisions concerning conflicts and recusal, confidentiality, intellectual property, Company property, limited post-employment non-solicitation and non-interference, indemnification, advancement of expenses, directors’ and officers’ insurance, clawback, tax deductions and Wyoming governing law. The foregoing summary is qualified in its entirety by the Employment Agreement filed as Exhibit 10.1 to this Quarterly Report.

 

Lead Independent Director and Director Compensation

 

On August 13, 2026, the Board designated Chee Keong Yap as Lead Independent Director and reaffirmed the existing director-compensation arrangements. The monthly base director fee remains unchanged at $1,000 for each of Su-Leng Tan Lee, Muhammad Azrul bin Abdul Hamid, Chee Keong Yap and Jook Yuen Low.

 

Chee Keong Yap’s total monthly director compensation is $2,500, reflecting a $700 increase from the prior monthly amount of $1,800, or $8,400 on an annualized basis. Muhammad Azrul bin Abdul Hamid’s total monthly director compensation remains unchanged at $2,300, including the existing $1,300 monthly responsibility allowance.

 

 
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Table of Contents

 

Item 6. Exhibits.

 

Exhibit

 

Description

 

 

 

10.1

 

Chief Executive Officer and President Employment Agreement between BioNexus Gene Lab Corp. and Su-Leng Tan Lee, made August 13, 2026 and effective September 1, 2026.*

 

 

 

10.2

 

Form of Other Stock-Based Award Agreement and Regulation S Certification, together with the award schedule identifying the five recipients, capacities, share amounts and Board values.*

 

 

 

10.3

 

BioNexus Gene Lab Corp. 2025 Equity Incentive Plan, incorporated by reference to Annex A to the definitive proxy statement filed December 3, 2025 (File No. 001-41750; Accession No. 0001477932-25-008757).**

 

 

 

31.1

 

Certification of the Company’s Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 

 

 

31.2

 

Certification of the Company’s Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 

 

 

32.1

 

Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+

 

 

 

32.2

 

Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+

 

 

 

101.INS

 

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).*

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document.*

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.*

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Labels Linkbase Document.*

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

 

 

 

104

 

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).*

______________

* Filed herewith.

 

** Previously filed or furnished.

 

+ Furnished herewith.

 

 
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Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

BioNexus Gene Lab Corp.

 

 

/s/ Su-Leng Tan Lee

Su-Leng Tan Lee

 

Chief Executive Officer 

(Principal Executive Officer)

 

 

 

/s/ Set Fui Chong

 

Set Fui Chong

 

Chief Financial Officer 

(Principal Financial and Accounting Officer)

 

 

August 14, 2026

 

 
49

 

Source: View Original Filing on SEC EDGAR