[10-Q] BioNexus Gene Lab Corp Quarterly Earnings Report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended |
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:
(Exact name of registrant as specified in its charter) |
(State or Other Jurisdiction of |
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Incorporation or Organization) |
| Identification No.) |
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(Address of Principal Executive Offices) |
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+1
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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| Name of each exchange on which registered |
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| The |
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.
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).
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 | ☐ |
☒ | Smaller reporting company | ||
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| 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
As of May 15, 2026, there were
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION |
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Item 1. | Financial Statements |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. | Controls and Procedures |
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PART II – OTHER INFORMATION |
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Item 1. | Legal Proceedings |
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Item 1A. | Risk Factors |
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Item 2. | Unregistered Sale of Equity Securities and Use of Proceeds |
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Item 3. | Defaults Upon Senior Securities |
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Item 4. | Mine Safety Disclosures |
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Item 5. | Other Information |
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Item 6. | Exhibits |
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SIGNATURES |
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| 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; |
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| · | our future business development, results of operations and financial condition; |
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| · | our estimates regarding expenses, future revenues, capital requirements and our need for additional financing; |
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| · | our estimates regarding the market opportunity for our services; |
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| · | the impact of government laws and regulations; |
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| · | our ability to recruit and retain qualified personnel; |
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| · | our failure to comply with regulatory guidelines; |
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| · | uncertainty in industry demand; |
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| · | general economic conditions and market conditions in the diagnostics, specialty chemicals and contract development and manufacturing (CDMO), and digital asset treasury strategies; |
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| · | future sales of large blocks or our securities, which may adversely impact our share price; and |
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| · | 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.
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| Table of Contents |
PART I — FINANCIAL INFORMATION
ITEM 1. Financial Statements
BIONEXUS GENE LAB CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2026 AND DECEMBER 31, 2025
(Currency expressed in United States Dollars (“US$”))
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ASSETS |
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CURRENT ASSETS |
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Cash and bank balances |
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Fixed deposits placed with financial institutions (including $ |
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Trade receivables, net of allowance for credit losses of $ |
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Other receivables, deposits and prepayments |
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Other assets |
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Tax recoverable |
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Inventories |
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Total current assets |
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NON-CURRENT ASSETS |
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Operating lease right-of-use assets |
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Finance lease right-of-use assets |
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Property, plant and equipment, net |
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Investments in equity securities |
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Total non-current assets |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES |
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Trade payables |
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Other payables and accrued liabilities (including $ |
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Current portion of operating lease liabilities |
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Current portion of obligation under finance lease |
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Advance payment from customer |
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Amount owing to directors |
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Total current liabilities |
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NON-CURRENT LIABILITIES |
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Non-current portion of operating lease liabilities |
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Non-current portion of obligation under finance lease |
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Total non-current liabilities |
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TOTAL LIABILITIES |
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COMMITMENT AND CONTINGENCIES |
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STOCKHOLDERS’ EQUITY |
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As at March 31, 2026, common stock, no par value; |
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Additional paid in capital |
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Accumulated deficit |
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Accumulated other comprehensive losses |
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TOTAL STOCKHOLDERS’ EQUITY |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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* 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 MONTH PERIODS ENDED MARCH 31, 2026 AND 2025
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
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REVENUE (including $nil and $16,070 of revenue from related party for the period ended March 31, 2026 and 2025 respectively) |
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COST OF REVENUE |
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GROSS (LOSS)/PROFIT |
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OTHER INCOME |
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Dividend income |
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Interest income |
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Fair value gain on investments in equity securities |
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Reversal of expected credit losses |
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Gain from foreign exchange |
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Others |
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TOTAL OTHER INCOME |
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OPERATING EXPENSES |
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Sales and marketing |
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Research and development |
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General and administrative (including $nil and $1,044 of rental expenses to related party for the period ended March 31, 2026 and 2025, respectively) |
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Fair value loss on investments in equity securities |
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Provision for expected credit losses |
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TOTAL OPERATING EXPENSES |
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LOSS FROM OPERATIONS |
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FINANCE COSTS |
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LOSS BEFORE TAX |
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NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS |
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Other comprehensive income |
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Foreign currency translation gain |
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COMPREHENSIVE LOSS |
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Earnings per share - Basic and diluted |
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Weighted average number of common stocks outstanding, Basic and Diluted # |
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# Weighted average shares outstanding and per share amount have been adjusted for the periods shown to reflect the 1-for-10 reverse stock split effected on April 7, 2025 and the 1-for-12 reverse stock split effected on July 20, 2023, on a retroactive basis as described in Note 15.
See accompanying notes to the condensed consolidated financial statements.
| 5 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
AS OF MARCH 31, 2026 AND 2025
(Amount expressed in United States Dollars (“US$))
(Unaudited)
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| comprehensive losses |
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Balance as of December 31, 2024 * |
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Net loss for the period |
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Foreign currency translation gain |
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Balance as of March 31, 2025 * |
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* 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.
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Balance as of December 31, 2025 * |
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Net loss for the period |
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Foreign currency translation gain |
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Balance as of March 31, 2026 * |
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* 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 THREE MONTHS ENDED MARCH 31, 2026 AND 2025
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
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Cash flows from operating activities: |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Amortization of operating lease ROU assets |
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Allowances for expected credit losses |
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Recoveries for expected credit losses |
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Depreciation of property, plant and equipment |
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Dividend income |
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Fair value loss on investments in equity securities |
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Operating loss before working capital changes |
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Changes in operating assets and liabilities: |
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Trade and other receivables |
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Other assets |
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Trade and other payables |
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Advance payment from customer |
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Operating lease liabilities |
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Tax liabilities |
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Net cash used in operating activities |
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Cash flows from investing activities: |
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Dividend income |
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Change in fixed deposits placed with original maturities more than three months |
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Purchase of plant and equipment |
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Advance from/ (Repayments to) Directors |
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Deposit payment of finance lease liabilities |
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Net cash generated from/(used in) financing activities |
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Foreign currency translation adjustment |
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NET CHANGE IN CASH AND CASH EQUIVALENTS |
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CASH AND CASH EQUIVALENTS, BEGINNING OF FINANCIAL PERIOD |
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CASH AND CASH EQUIVALENTS, END OF FINANCIAL PERIOD |
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CASH AND CASH EQUIVALENTS INFORMATION: |
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Fixed deposits placed with financial institutions with original maturities of three months or less |
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Cash and bank balances |
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Cash and cash equivalents, end of financial period |
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Supplementary cash flow information: |
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Interest paid |
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Income tax paid |
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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 MONTH PERIODS ENDED MARCH 31, 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
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
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 March 31, 2026 is depicted below:
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| BioNexus Gene Lab Corp. |
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| a Wyoming company |
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100% owned |
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| 100% owned | ||
MRNA Scientific Sdn. Bhd. |
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| Chemrex Corporation Sdn. Bhd., | ||
(formerly “Bionexus Gene Lab Sdn. Bhd.”), |
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| a Malaysian Company | ||
a Malaysian company |
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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 three months ended March 31, 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 March 31, 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 MONTH PERIODS ENDED MARCH 31, 2026 AND 2025
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
· | 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.
· | 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 March 31, 2026, the Company recorded a net loss of $
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.
· | 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.
From time to time, the Company’s cash balances may exceed these insured limits. As of March 31, 2026, cash balances exceeding the insured limit amounted to $
· | 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 MONTH PERIODS ENDED MARCH 31, 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.
· | 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: |
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Categories |
| Annual Rates |
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Air conditioner |
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Buildings |
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Computer and software |
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Equipment |
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Lab Equipment |
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Office equipment |
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Machinery |
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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 MONTH PERIODS ENDED MARCH 31, 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:
· | 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; |
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· | identify the performance obligations in the contract; |
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· | determine the transaction price; |
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· | allocate the transaction price to performance obligations in the contract; and |
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· | 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 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 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:
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| March 31 2026 |
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| December 31 2025 |
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Period ended March 31, 2026 /Year-ended December 31, 2025 US$1: MYR exchange rate |
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| January 1, 2026 to March 31, 2026 |
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3 months average US$1: MYR exchange rate |
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· | Related parties |
Related Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
| 12 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2026 AND 2025
(Currency expressed in United States Dollars (“US$”))
(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; |
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· | Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and |
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· | 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 March 31, 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 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 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 a 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 $
As of March 31, 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
As of |
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Allowances for expected credit losses |
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Total trade receivables, net |
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Movement for trade receivables allowance for impairment accounts:
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At January 1, 2026 and January 1, 2025 |
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Charge for the period/year |
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Allowances for expected credit losses |
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Recovered for expected credit losses |
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Foreign translation differences |
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| 14 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2026 AND 2025
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
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). 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
In consideration for the license, the Company agreed to pay Fidelion a total license fee of $
NOTE 5 – INCOME TAXES
Loss before income taxes for the quarter ended March 31, 2026 and 2025 is summarized as follows:
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Loss before income taxes: |
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Local |
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Foreign, representing Malaysia |
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Provision for income taxes for the quarter ended March 31, 2026, and 2025 is summarized as follows:
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| Three month periods ended March 31, |
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Local |
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Total current |
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Deferred (expense)/benefit: |
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Foreign, representing Malaysia |
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Total deferred |
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Total deferred benefit |
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The income taxes paid (net of refunds) by jurisdiction for the quarter ended March 31, 2026, and 2025, as reported in the Condensed Consolidated Statements of Cash Flows, are as follows:
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| Three month periods ended March 31, |
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U.S. federal |
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Foreign, representing Malaysia |
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Total income taxes paid/(refunded), net |
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The reconciliation of the federal statutory income tax amount and rate to the Company’s effective tax rate for the quarter ended March 31, 2026, and 2025, is as follows:
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Loss before income taxes |
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Federal statutory tax rate |
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State and local income tax, net of federal income tax effect |
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Foreign tax effects: |
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Non-taxable or non-deductible items |
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Prior year tax adjustment |
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Income tax expense and effective tax rate |
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| 15 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2026 AND 2025
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
The significant components of deferred taxes of the Company are as follows:
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| December 31, 2025 |
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Deferred tax assets |
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Property, plant and equipment |
| $ | ( | ) |
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Capital allowances |
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Net operating loss (NOL) carryforwards: |
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– Malaysia |
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Gross deferred tax assets |
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Less: Valuation allowance |
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Deferred tax assets, net of valuation allowance |
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The table below summarizes changes in the valuation allowance for deferred tax assets for the quarter ended March 31, 2026 and 2025 presented:
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| Three month periods ended March 31, |
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Valuation allowance |
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Balance, beginning of period |
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|
| ||
Balance, end of period |
| $ |
|
| $ |
| ||
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
For the 3 months ended March 31, 2026, a valuation allowance was increased by $
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 3 months ended March 31, 2026, and 2025, the operations in the United States of America incurred a net operating loss (NOL) of $
As of March 31, 2026, the cumulative net operating losses (NOLs) were $
Malaysia
The Company’s subsidiaries operating in Malaysia are subject to the Malaysia Corporate Tax Laws at a standard income tax rate of
For the quarter ended March 31, 2026, and 2025, the subsidiaries in Malaysia incurred an aggregate net operating loss (NOL) of $
As of March 31, 2026, the operations in Malaysia had incurred the aggregate amount of cumulative net operating losses (NOLs) of $
| 16 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 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 with rates ranging is
As of March 31, 2026 and December 31, 2025, operating lease right-of-use assets are as follows:
|
| As of |
| |||||
|
| March 31, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Balance as of December 31, 2025 |
| $ |
|
| $ |
| ||
Less: amortization |
|
| ( | ) |
|
| ( | ) |
Foreign translation differences |
|
|
|
|
|
| ||
Balance as of end of the period/year |
| $ |
|
| $ |
| ||
As of March 31, 2026 and December 31, 2025, operating lease liabilities are as follows:
|
| As of |
| |||||
|
| March 31, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Balance as of beginning of the period/year |
| $ |
|
| $ |
| ||
Less: gross repayment |
|
| ( | ) |
|
| ( | ) |
Add: imputed interest |
|
|
|
|
|
| ||
Foreign translation differences |
|
|
|
|
|
| ||
Balance as of end of the period/year |
|
|
|
|
|
| ||
Less: operating lease liability current portion |
|
| ( | ) |
|
| ( | ) |
Operating lease liability non-current portion |
| $ |
|
| $ |
| ||
| 17 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2026 AND 2025
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
As of March 31, 2026 and December 31, 2025, the maturities of the operating lease obligation are as follows:
|
| As of |
| |||||
|
| March 31, 2026 |
|
| December 31, 2025 |
| ||
|
|
|
|
|
|
| ||
Years ending March 31 and December 31: |
|
|
|
|
|
| ||
2026 |
|
|
|
|
|
| ||
2027 |
|
|
|
|
|
| ||
2028 |
|
|
|
|
|
| ||
2029 |
|
|
|
|
|
| ||
2030 |
|
|
|
|
|
| ||
Total undiscounted cash flows |
|
|
|
|
|
| ||
Less: Interest imputed on operating lease liabilities |
|
| ( | ) |
|
| ( | ) |
Present value of operating lease liabilities |
| $ |
|
| $ |
| ||
The amortization of the operating lease right of use asset for the three month period ended March 31, 2026 and 2025 were $
|
| As of |
| |||||
|
| March 31, 2026 |
|
| December 31, 2025 |
| ||
Supplemental Cash Flow Disclosures: |
|
|
|
|
|
| ||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
| ||
Lease payment – operating leases |
| $ | ( | ) |
| $ | ( | ) |
Operating lease liabilities obtained in exchange for operating lease assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Other information: |
|
|
|
|
|
|
|
|
Weighted average remaining lease term for operating lease (years) |
|
|
|
|
|
| ||
Weighted average discount rate for operating lease |
|
| % |
|
| % | ||
Lease expenses for the three month period ended March 31, 2026 and 2025 were $
| 18 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2026 AND 2025
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
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
As of March 31, 2026 and December 31, 2025, finance lease right-of-use assets are as follows: | ||||||||
|
| As of |
| |||||
|
| March 31, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Addition of right of use assets |
|
|
|
|
|
| ||
Less: amortization |
|
|
|
|
|
| ||
Foreign translation differences |
|
|
|
|
|
| ||
Balance as of March 31, 2026 |
| $ |
|
| $ |
| ||
The amortization of right of use assets is on a straight-line basis over
The first repayment of the finance lease liabilities will also fall due from April 1, 2026 onwards.
As of March 31, 2026 and December 31, 2025, finance lease liabilities are as follows:
|
| As of | ||||||
|
| March 31, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Current portion of finance lease liabilities |
|
|
|
|
|
| ||
Finance lease liabilities, non-current |
|
|
|
|
|
| ||
Total finance lease liabilities |
| $ |
|
| $ |
| ||
As of March 31, 2026 and December 31, 2025, the maturities of the finance lease obligation are as follows:
|
| As of | ||||||
|
| March 31, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Years ending March 31 and December 31: |
|
|
|
|
|
|
|
|
2027 |
|
|
|
|
|
| ||
2028 |
|
|
|
|
|
| ||
2029 |
|
|
|
|
|
| ||
2030 |
|
|
|
|
|
| ||
2031 |
|
|
|
|
|
| ||
Thereafter |
|
|
|
|
|
| ||
Total undiscounted lease payments |
|
|
|
|
|
| ||
Less: Imputed Interest on finance lease liabilities |
|
| ( | ) |
|
|
| |
Present value of finance lease liabilities |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Disclosures: |
|
|
|
|
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
|
|
Lease payment – finance leases deposit |
| $ | ( | ) |
| $ |
| |
Finance lease liabilities obtained in exchange for finance lease assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Other information: |
|
|
|
|
|
|
|
|
Weighted average remaining lease term for finance lease (years) |
|
|
|
|
| - |
| |
Weighted average discount rate for finance lease |
|
| % |
|
| % | ||
NOTE 8 – PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
|
| As of |
| |||||
|
| March 31, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Air conditioner |
| $ |
|
| $ |
| ||
Computer and software |
|
|
|
|
|
| ||
Equipment |
|
|
|
|
|
| ||
Furniture and fittings |
|
|
|
|
|
| ||
Lab equipment |
|
|
|
|
|
| ||
Land and buildings |
|
|
|
|
|
| ||
Motor vehicle |
|
|
|
|
|
| ||
Office equipment |
|
|
|
|
|
| ||
Renovation |
|
|
|
|
|
| ||
Signboard |
|
|
|
|
|
| ||
Solar PV System |
|
|
|
|
|
| ||
Machinery |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
(Less): Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
(Less): Accumulated impairment |
|
| ( | ) |
|
| ( | ) |
Add: Foreign translation differences |
|
| ( | ) |
|
| ( | ) |
Property, plant and equipment, net |
| $ |
|
| $ |
| ||
During the three-month period ended March 31, 2026 and 2025, the Company recorded depreciation of $
| 19 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2026 AND 2025
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
NOTE 9 – INVESTMENTS IN EQUITY SECURITIES
|
| As of |
| |||||
|
| March 31, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
As of beginning of the period/year |
|
|
|
|
|
| ||
Addition during the year |
|
|
|
|
|
| ||
Disposal during the year |
|
|
|
|
| ( | ) | |
Fair value (loss)/gain |
|
|
|
|
| ( | ) | |
Foreign exchange translation |
|
|
|
|
|
| ||
As of end of the period/year |
|
|
|
|
|
| ||
For the three month period ended March 31, 2026 and 2025, respectively, the net fair value (loss)/gains on the investments in equity securities were $Nil and $(
The investments in equity securities consist of the following shares:
|
| As of |
| |||||
|
| March 31, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Investment in equity securities with readily determined fair value: |
|
|
|
|
|
| ||
Malaysia |
|
|
|
|
|
| ||
Singapore |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Investment in equity securities without readily determined fair value: |
|
|
|
|
|
|
|
|
Malaysia |
|
|
|
|
|
| ||
Singapore |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Equity Securities With Readily Determinable Fair Value
The Company’s investment in equity securities as of March 31, 2026 and December 31, 2025 is $Nil.
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 $
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
| 20 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 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 March 31, 2026, other payables comprised mainly amounts owing to service provider and instalment payment due to Fidelion relating to the licensing agreement at $
|
| As of March 31 2026 |
|
| As of December 31 2025 |
| ||
|
|
|
|
|
|
| ||
Other payables (including $233,332 and $83,333 of other payables from related party as of March 31, 2026 and December 31, 2025 respectively) |
|
|
|
|
|
| ||
Accrued liabilities |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
| 21 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 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 quarter and three month period ended March 31, 2026 and 2025:
|
| Three month periods ended |
| |||||
|
| March 31, |
|
| March 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Revenue by product or service line: |
|
|
|
|
|
| ||
Trading of industrial chemicals |
|
|
|
|
|
| ||
Screening services and related sales |
|
|
|
|
|
| ||
Net revenue |
| $ | 22,842 |
|
| $ | 2,137,075 |
|
|
|
|
|
|
|
|
|
|
Revenue by geographic area |
|
|
|
|
|
|
|
|
Malaysia |
|
|
|
|
|
| ||
Maldives |
|
|
|
|
|
| ||
Singapore |
|
|
|
|
|
| ||
Sri Lanka |
|
|
|
|
|
| ||
Batam |
|
|
|
|
|
| ||
Net revenue |
| $ |
|
| $ |
| ||
Timing of recognition: |
|
|
|
|
|
|
|
|
At a point in time |
| $ |
|
| $ |
| ||
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.
| 22 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2026 AND 2025
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
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 |
| |||||
|
| March 31, |
|
| March 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Entities in which certain directors of a subsidiary have substantial financial interests |
|
|
|
|
|
| ||
Sales of goods |
| $ |
|
| $ |
| ||
Rental of factory |
|
|
|
|
| ( | ) | |
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.
The related party being companies in which former directors have substantial financial interests.
NOTE 14 – CONCENTRATION OF RISKS
a) Major customers
For three month periods ended March 31, 2026 and 2025, respectively, the customers who accounted for
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| 2026 |
|
| 2025 |
| |||||
|
| Revenue |
|
| Percentage of revenue |
| Accounts receivable trade |
| ||||||||||||||
Vendor A |
| $ |
|
| $ |
|
|
| % |
| % | $ |
|
| $ |
| ||||||
Vendor B |
| $ |
|
| $ |
|
|
| % |
| % | $ |
|
| $ |
| ||||||
|
| $ |
|
| $ |
|
|
| % |
| % | $ |
|
| $ |
| ||||||
b) Major suppliers
For three month periods ended March 31, 2026 and 2025, respectively, the suppliers who accounted for
|
| 2026 |
|
| 2025 |
|
| 2026 |
| 2025 |
|
| 2026 |
|
| 2025 |
| |||||
|
| Purchase |
|
| Percentage of purchases | Accounts payable trade |
| |||||||||||||||
Vendor A |
| $ |
|
| $ |
|
| % |
| % |
| $ |
|
| $ |
| ||||||
Vendor B |
| $ |
|
| $ |
|
| % |
| % |
| $ |
|
| $ |
| ||||||
|
| $ |
|
| $ |
|
| % |
| % |
| $ |
|
| $ |
| ||||||
| 23 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2026 AND 2025
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
NOTE 15 – STOCKHOLDERS’ EQUITY
As at March 31, 2026 and December 31, 2025, the Company issued and outstanding, common stock is
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
On April 1, 2025,
The Revised Reverse Stock Split was approved and authorized by a majority of the Company’s stockholder on March 19, 2025. Thereafter, on that same date, the Board of Directors set the reverse stock split ratio at 1 for 10. 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 $
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
In November 2025, the Company issued
In November 2025, the Company issued
| 24 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2026 AND 2025
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
NOTE 16 – SEGMENT INFORMATION
The Company determines it reportable segments based on its internal organization structure and internal management reporting used to assess and allocate resources. This information are regularly reviewed by the Company’s Chief Executive Officer who is identified as the Chief Operating Decision Maker (“CODM”). 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:
| 25 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2026 AND 2025
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
Segmented Information
|
| MRNA Scientific (Provision for genomic screening services) |
|
| Chemrex (Trading of industrial chemicals) |
|
| BGLC (Investment holding) |
|
| Total |
| ||||
|
| Three month period ended March 31, 2026 |
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
REVENUE |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST OF REVENUE |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT/(LOSS) |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Reversal of expected credit losses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gain from foreign exchange |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Others |
|
| |
|
|
|
|
|
|
|
|
|
| |||
TOTAL OTHER INCOME |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Research and development |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
General and administrative |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Provision for expected credit losses |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
TOTAL OPERATING EXPENSES |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCE COSTS |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE TAX |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| 26 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2026 AND 2025
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
|
| MRNA Scientific (Provision for genomic screening services) |
|
| Chemrex (Trading of industrial chemicals) |
|
| BGLC (Investment Holding) |
|
| Total |
| ||||
|
| Three month period ended March 2025 |
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
REVENUE |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST OF REVENUE |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend income |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Fair value gain on investments in equity securities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Reversal of expected credit losses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Others |
|
|
|
|
|
|
|
|
|
|
|
| ||||
TOTAL OTHER INCOME |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Research and development |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
General and administrative |
|
| (56,006 | ) |
|
| (125,133 | ) |
|
| (210,737 | ) |
|
| (391,876 | ) |
Fair value loss on investments in equity securities |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Provision for expected credit losses |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
TOTAL OPERATING EXPENSES |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCE COSTS |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE TAX |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| 27 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 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 March 31, 2026 |
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Segment assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in the measure of segment assets are: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Addition to non-current assets other than financial instruments and deferred tax assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| Provision for genomic screening services |
|
| Trading of industrial chemicals |
|
| Investment holding |
|
| Total |
| ||||
|
| As of December 31, 2025 |
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Segment assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in the measure of segment assets are: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Addition to non-current assets other than financial instruments and deferred tax assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
The Company had no inter-segment sales for the periods presented.
| 28 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 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 headquartered 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
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 will 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 $
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. Thereafter, on November 28, 2025, the Company completed a Share Subscription and Shareholders’ Agreement with Fidelion, among others. The parties 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. VitaGuard™ is a next-generation, AI-enabled platform for minimal residual disease (MRD) monitoring. Designed as a high-efficiency, high-fidelity liquid biopsy system, VitaGuard™ enables clinicians to detect early signs of cancer recurrence and support precision-treatment decision making.
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 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
As consideration for ARC’s commitment under the Facility, the Company issued to ARC
On November 20, 2025, our Board of Directors has adopted the 2025 Equity Incentive Plan (the “Incentive Plan”), and later approved by our shareholders at our annual shareholders’ meeting in December 2025. The Incentive Plan allocated approximately
| 29 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2026 AND 2025
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
NOTE 18 – SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2026 up through May 15, 2026 of these consolidated financial statements.
During the period, except as stated below, the Company did not have any material recognizable subsequent events.
On May 13, 2026, the Company issued Letters of Demand to five former officers and directors of Chemrex seeking to recover an aggregate sum of approximately $
| 30 |
| 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) to Coronavirus, Dengue, HIV, HPV and the risk potentiality of cancers diseases. This unique 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.
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., our lab is located at Lab 353, Chemical Science Centre, University Science Malaysia, George Town, Penang, Malaysia. Another lab focuses on Covid-19 and colon cancer screening is located at 4th floor, Lifecare Diagnostic Centre, Kuala Lumpur, Malaysia. 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 March 31, 2026 and March 31, 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 current quarter ended March 31, 2026, BioNexus Gene Lab Corp. ("BGLC", the “Company”, “we”, “us” or “our”) continued to develop and refine its strategic focus across its three operational segments: healthcare diagnostics (MRNA Scientific Sdn. Bhd.), specialty chemicals (Chemrex Corporation Sdn. Bhd.), and innovation-focused ventures (including digital health and blockchain-linked financial strategies).
We successfully completed the integration of Nasdaq-listed operations following our 2023 uplisting, while maintaining a stable liquidity position and initiating expansion into the digital healthcare and decentralized asset infrastructure sectors.
| 31 |
| Table of Contents |
Strong Liquidity Position and Clean Capital Structure
As of March 31, 2026, the Company had cash and cash equivalents of $2,397,977 (consisting of bank balances of $1,337,554, and fixed deposit with original maturities of three months or less of $1,060,423) and total liquidity exceeding $4million. “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 (Fidelion term sheet; Chemrex CDMO authorization) that may affect capital allocation and future liquidity planning. This liquidity position, combined with minimal outstanding debt and a simplified capital structure, provides a solid foundation for operational continuity, strategic investments, and potential M&A activities. We believe our capital structure - free of preferred stock, convertible debt, or high-yield instruments - positions us favorably to pursue growth initiatives on shareholder-friendly terms.
In light of the recent governance enhancements and upcoming growth initiatives, including expansion into digital health and decentralized financial infrastructure, the Company is actively exploring additional capital-raising mechanisms. These may include at-the-market offerings, private placements, or strategic financing arrangements subject to Nasdaq and SEC compliance.
Management believes current cash and expected financing under our proposed 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.
Thereafter, on November 28, 2025, the Company completed a Share Subscription and Shareholders’ Agreement with Fidelion, among others. The parties 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. VitaGuard™ is a next-generation, AI-enabled platform for minimal residual disease (MRD) monitoring. Designed as a high-efficiency, high-fidelity liquid biopsy system, VitaGuard™ enables clinicians to detect early signs of cancer recurrence and support precision-treatment decision making.
In January 2026, the Company announced the formal commencement of the deployment phase for the VitaGuard™ MRD platform in connection with its licensing arrangement. In connection with the advancement of the MRD platform, during the current quarter, the Company has focused on its plans for commercialization in the ASEAN markets deepening its collaboration with Fidelion and its newly appointed Chief Commercial Officer, Dr Muthu Meyyappan. The Company also strengthened ties with the developer of the VitaGuard system, Tongshu Biotechnology (Hong Kong) Co., Limited (“Tongshu”) and is currently advancing plans to develop new testing facilities to enable the rollout of VitaGuard as a Laboratory Developed Test (“LDT”) in the ASEAN region.
Chemrex Corporation Sdn. Bhd., while currently deriving substantially all revenues from industrial chemical trading, has commenced a planned transition into a contract development and manufacturing organization (“CDMO”) model focused on biotechnology and high-technology manufacturing. The CDMO transition is being implemented in phases, beginning with facility upgrades, equipment procurement, and quality management system enhancements aimed at achieving Good Manufacturing Practice (GMP) certification. This shift is expected to result in a gradual reallocation of Chemrex’s revenue mix toward higher-margin biotech manufacturing contracts at some point in the future.
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 March 31, 2026 as the management is still reviewing multiple proposals and cash allocation strategies.
Strategic Positioning for Growth and Innovation
Looking ahead, the Company intends to capitalize on its clean balance sheet and low compliance cost profile to pursue selective mergers, acquisitions, and joint ventures that align with our long-term strategy.
Nasdaq Compliance Timeline & Milestones
| · | November 2023: Received initial Nasdaq compliance notice; promptly initiated proactive engagement and compliance measures. |
| · | May 2024: Successfully secured initial 180-day compliance extension, reflecting constructive Nasdaq dialogue. |
| · | November 2024: Requested Nasdaq hearing, leading to constructive panel engagement and temporary compliance extension approval. |
| · | April 2025: Implemented strategic 1-for-10 reverse stock split, proactively ensuring continued compliance and strengthening market position. |
| · | April 2025: Full Nasdaq compliance achieved, reinforcing market stability and investor confidence. |
| 32 |
| Table of Contents |
Our leadership team remains fully committed and confident in maintaining robust compliance with Nasdaq listing standards. We view compliance as fundamental to our growth strategy and market credibility. Our proactive compliance approach, prudent capital market strategies, and transparent shareholder communication reflect management's dedication to safeguarding shareholder value and company reputation.
Recent Developments.
(a) Strategic Alliance with Tongshu Biotechnology (Hong Kong) Co., Limited and Fidelion Diagnostics Pte Ltd
As disclosed elsewhere herein, on July 30, 2025, the Company entered into a non-binding term sheet with Fidelion Diagnostics Pte Ltd (“Fidelion”) for a contemplated strategic cross-equity alliance and exclusive commercialization rights for Fidelion’s VitaGuard™ minimal residual disease (MRD) platform in Southeast Asia. Under the term sheet, the Company will acquire a strategic equity stake in Fidelion and Fidelion will receive an equity investment and license fee from the Company. The transaction is subject to execution of definitive agreements. VitaGuard™ is a tumor-naïve, liquid biopsy MRD platform capable of detecting cancer recurrence at variant allele frequencies as low as 0.02%, with cost per test expected to be under USD $300. The Company intends to lead regulatory submissions and a phased roll-out in Singapore and Malaysia, followed by expansion through ASEAN markets.
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 March 31, 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.
| 33 |
| Table of Contents |
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$1.00 has been made at the following exchange rates for the respective period and year:
|
| March 31, 2026 |
|
| December 31, 2025 |
| ||
Period ended March 31, 2026 /Year-ended December 31, 2025 US$:MYR exchange rate |
|
| 4.046 |
|
|
| 4.061 |
|
|
| January 1, 2026 to March 31, 2026 |
|
| January 1, 2025 to March 31, 2025 |
| ||
3 months average US$1: MYR exchange rate |
|
| 3.966 |
|
|
| 4.450 |
|
| 34 |
| Table of Contents |
Results of Operations for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 (unaudited).
The following table sets forth key selected financial data for the three months ended March 31, 2026 and 2025.
Consolidated
|
| Three month period ended March 31, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
REVENUE (including $nil and $16,070 of revenue from related party for the period ended March 31, 2026 and 2025 respectively) |
| $ | 22,842 |
|
| $ | 2,137,075 |
|
|
|
|
|
|
|
|
|
|
COST OF REVENUE |
|
| (23,632 | ) |
|
| (1,793,582 | ) |
|
|
|
|
|
|
|
|
|
GROSS (LOSS)/PROFIT |
|
| (790 | ) |
|
| 343,493 |
|
|
|
|
|
|
|
|
|
|
OTHER INCOME |
|
|
|
|
|
|
|
|
Dividend income |
|
| - |
|
|
| 8,934 |
|
Interest income |
|
| 17,179 |
|
|
| 23,568 |
|
Fair value gain on investments in equity securities |
|
| - |
|
|
| 4,514 |
|
Reversal of expected credit losses |
|
| 26,743 |
|
|
| 25,153 |
|
Gain from foreign exchange |
|
| 5,617 |
|
|
| - |
|
Others |
|
| 8,147 |
|
|
| 29,251 |
|
TOTAL OTHER INCOME |
|
| 57,686 |
|
|
| 91,420 |
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
Sales and marketing |
|
| (52,733 | ) |
|
| (540,695 | ) |
Research and development |
|
| (14,487 | ) |
|
| (12,139 | ) |
General and administrative (including $nil and $1,044 of rental expenses to related party for the period ended March 31, 2026 and 2025, respectively) |
|
| (327,669 | ) |
|
| (391,876 | ) |
Fair value loss on investments in equity securities |
|
| - |
|
|
| (68,497 | ) |
Provision for expected credit losses |
|
| (202,497 | ) |
|
| (40,124 | ) |
TOTAL OPERATING EXPENSES |
|
| (597,386 | ) |
|
| (1,053,331 | ) |
LOSS FROM OPERATIONS |
|
| (540,490 | ) |
|
| (618,418 | ) |
|
|
|
|
|
|
|
|
|
FINANCE COSTS |
|
| (3,085 | ) |
|
| (4,909 | ) |
|
|
|
|
|
|
|
|
|
LOSS BEFORE TAX |
|
| (543,575 | ) |
|
| (623,327 | ) |
|
|
|
|
|
|
|
|
|
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS |
| $ | (543,575 | ) |
| $ | (623,327 | ) |
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
Foreign currency translation gain |
|
| 21,900 |
|
|
| 72,159 |
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE LOSS |
| $ | (521,675 | ) |
| $ | (551,168 | ) |
|
|
|
|
|
|
|
|
|
Earnings per share - Basic and diluted |
|
| (0.225 | ) |
|
| (0.347 | ) |
Weighted average number of common stocks outstanding, Basic and Diluted # |
|
| 2,417,314 |
|
|
| 1,796,766 |
|
# 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.
| 35 |
| Table of Contents |
Revenues
Revenues decreased by 99% for the current quarter ended March 31, 2026 compared to same quarter in the prior year primarily due to lower business volume at our Chemrex subsidiary. The significant drop in revenues results from the prior actions of the former management of Chemrex which 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
Cost of revenue decreased by 99% for the current quarter ended March 31, 2026 compared to same quarter in the prior year primarily due to significantly lower revenues described above.
Other Income
Other income decreased by 37% for the current quarter ended March 31, 2026 compared to the same quarter in the prior year. Dividend, fair value gain on investment in equity securities and interest income were reduced due to divestments of equity securities owned and reduced term deposits held in interest bearing accounts.
Operating Expenses
Operating expenses decreased by 43% for the current quarter ended March 31, 2026 compared to same quarter in the prior year. The reason for the lower operating expenses for the current quarter was mainly due to lower sales and marketing expenses attributable to lower head count at Chemrex resulting from the change in management as well as reduced general administration expenses partially offset by higher provision of expected credit losses.
Loss from Operations
Our loss from operations was reduced by 12% due to the reasons outlined above.
Tax Expense
We had no tax expense for both current quarter ended March 31, 2026 and the same quarter in the prior year due to losses from our operating subsidiaries.
Foreign Currency Translation Gain
We are exposed to fluctuations in foreign exchange rates on the translation of monetary assets and liabilities denominated in currencies other than the US Dollar. Therefore, any change in the relevant exchange rate will require us to recognize a transaction gain or loss on revaluation. For the quarter ended March 31, 2026, we had foreign currency translation gain of $21,900 compared with foreign currency translation gain of $72,159 for same quarter in the previous year.
| 36 |
| Table of Contents |
The following table sets forth key selected financial data for the three months ended March 31, 2026 and 2025.
Consolidated
|
| MRNA Scientific and Chemrex Corporation |
| |||||||||||||
|
| Provision for genomic screening services |
|
| Trading of industrial chemicals |
|
| Provision for genomic screening services |
|
| Trading of industrial chemicals |
| ||||
|
| Three months period ended March 31, 2026 |
|
| Three months period ended March 31, 2025 |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
REVENUE |
| $ | 1,311 |
|
| $ | 21,531 |
|
| $ | 3,068 |
|
| $ | 2,134,007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST OF REVENUE |
|
| (667 | ) |
|
| (22,965 | ) |
|
| (1,406 | ) |
|
| (1,792,176 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT/(LOSS) |
|
| 644 |
|
|
| (1,434 | ) |
|
| 1,662 |
|
|
| 341,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend income |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 8,934 |
|
Interest income |
|
| 14,232 |
|
|
| 2,947 |
|
|
| 20,002 |
|
|
| 3,566 |
|
Fair value gain on investments in equity securities |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 4,514 |
|
Gain from foreign exchange |
|
| 3,827 |
|
|
| 1,790 |
|
|
| - |
|
|
| - |
|
Reversal of expected credit losses |
|
| - |
|
|
| 26,743 |
|
|
| - |
|
|
| 25,153 |
|
Others |
|
| - |
|
|
| 8,146 |
|
|
| 3,893 |
|
|
| 25,383 |
|
TOTAL OTHER INCOME |
|
| 18,059 |
|
|
| 39,627 |
|
|
| 23,895 |
|
|
| 67,525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
| (35,145 | ) |
|
| (861 | ) |
|
| (27,640 | ) |
|
| (508,990 | ) |
Research and development |
|
| (14,487 | ) |
|
| - |
|
|
| (12,139 | ) |
|
| - |
|
General and administrative |
|
| (55,451 | ) |
|
| (56,007 | ) |
|
| (56,006 | ) |
|
| (125,133 | ) |
Fair value loss on investments in equity securities |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (68,497 | ) |
Provision for expected credit losses |
|
| - |
|
|
| (202,497 | ) |
|
| - |
|
|
| (40,124 | ) |
TOTAL OPERATING EXPENSES |
|
| (105,083 | ) |
|
| (259,365 | ) |
|
| (95,785 | ) |
|
| (742,744 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS |
|
| (86,380 | ) |
|
| (221,172 | ) |
|
| (70,228 | ) |
|
| (333,388 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCE COSTS |
|
| (2,816 | ) |
|
| - |
|
|
| (3,364 | ) |
|
| (1,502 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE TAX |
| $ | (89,196 | ) |
| $ | (221,172 | ) |
|
| (73,592 | ) |
|
| (334,890 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS |
| $ | (89,196 | ) |
| $ | (221,172 | ) |
| $ | (73,592 | ) |
| $ | (334,890 | ) |
The following table sets forth key selected financial data for the three months ended March 31, 2026 and 2025.
Segmented
Revenue
|
| Three months period ended March 31 2026 |
|
| Three months period ended March 31, 2025 |
| ||||||||||||||
|
| Revenue $ |
|
| Change from prior year % |
|
| Contribution to total revenue |
|
| Revenue $ |
|
| Contribution to total revenue |
| |||||
MRNA Scientific |
|
| 1,311 |
|
|
| (57.27 | )% |
|
| 5.74 | % |
|
| 3,068 |
|
|
| 0.14 | % |
Chemrex |
|
| 21,531 |
|
|
| (98.99 | )% |
|
| 94.26 | % |
|
| 2,134,007 |
|
|
| 99.86 | % |
|
|
| 22,842 |
|
|
| (98.93 | )% |
|
| 100.00 | % |
|
| 2,137,075 |
|
|
| 100.00 | % |
MRNA Scientific’s revenue decreased by 57.27%, primarily attributed to lower sales volume and client referrals from diagnostic centers.
Revenue for Chemrex, as discussed above, decreased by 98.99% mainly due to lower business volume as a result of the actions of former management which occurred during the course of fiscal year 2025, the results of which manifested this quarter.
| 37 |
| Table of Contents |
Cost of Revenues and Gross Margin
|
| Three months period ended March 31 |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Cost of Revenue |
|
|
|
|
|
| ||
MRNA Scientific |
|
| 667 |
|
|
| 1,406 |
|
Chemrex |
|
| 22,965 |
|
|
| 1,792,176 |
|
Total cost of sale |
|
| 23,632 |
|
|
| 1,793,582 |
|
|
|
|
|
|
|
|
|
|
Gross Margin percentage |
|
|
|
|
|
|
|
|
MRNA Scientific |
|
| 49.12 | % |
|
| 54.17 | % |
Chemrex |
|
| (6.66 | )% |
|
| 16.02 | % |
Total Gross Margin percentage |
|
| (3.46 | )% |
|
| 16.07 | % |
The gross margin percentage for MRNA Scientific reduced slightly during the quarter ended March 31, 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 -6.66% during the quarter ended March 31, 2026 compared to same quarter in the previous year of 16.02% mainly due to direct manufacturing costs despite low production volumes.
Other Income
|
| Three months period ended March 31 |
| |||||||||
|
| 2026 |
|
| 2025 |
| ||||||
|
| $ |
|
| Change from prior year same quarter |
|
| $ |
| |||
MRNA Scientific |
|
| 18,059 |
|
|
| (24.42 | )% |
|
| 23,895 |
|
Chemrex |
|
| 39,627 |
|
|
| (41.32 | )% |
|
| 67,525 |
|
|
|
| 57,686 |
|
|
| (36.90 | )% |
|
| 91,420 |
|
Other income for MRNA Scientific reduced during the quarter ended March 31, 2026 compared to same quarter in the previous year mainly due to lower interest income derived from deposits held in interest bearing accounts.
|
| MRNA Scientific (Provision for genomic screening services) |
| |||||||||
OTHER INCOME |
| Three months period ended March 31, 2026 |
|
| Change from prior year |
|
| Three months period ended March 31, 2025 |
| |||
|
| $ |
|
| % |
|
| $ |
| |||
Interest income |
|
| 14,232 |
|
|
| (28.85 | )% |
|
| 20,002 |
|
Gain from unrealised foreign exchange |
|
| 3,827 |
|
|
| 100.00 | )% |
|
| - |
|
Other |
|
| - |
|
|
| (100.00 | )% |
|
| 3,893 |
|
|
|
| 18,059 |
|
|
| (24.42 | )% |
|
| 23,895 |
|
Chemrex recorded lower other income during the quarter ended March 31, 2026 compared to same quarter in the previous year. Dividends, fair value gain on investment in equity securities and interest income were reduced due to reductions in shares owned partly offset by higher reversal of expected credit losses due to effort put into our collection.
|
| Chemrex (Trading of industrial chemicals) |
| |||||||||
OTHER INCOME |
| Three months period ended March 31, 2026 |
|
| Change from prior year |
|
| Three months period ended March 31, 2025 |
| |||
|
| $ |
|
| % |
|
| $ |
| |||
Dividend income |
|
| - |
|
|
| (100.00 | )% |
|
| 8,934 |
|
Interest income |
|
| 2,947 |
|
|
| (17.36 | )% |
|
| 3,566 |
|
Fair value gain on investments in equity securities |
|
| - |
|
|
| (100.00 | )% |
|
| 4,514 |
|
Reversal of expected credit losses |
|
| 26,743 |
|
|
| 6.32 | % |
|
| 25,153 |
|
Gain from unrealised foreign exchange |
|
| 1,790 |
|
|
| 100.00 | % |
|
| - |
|
Others |
|
| 8,147 |
|
|
| (67.87 | )% |
|
| 25,358 |
|
|
|
| 39,626 |
|
|
| (41.32 | )% |
|
| 67,525 |
|
| 38 |
| Table of Contents |
Sales and Marketing
|
| Three month periods ended March 31 |
| |||||||||
|
| 2026 |
|
| 2025 |
| ||||||
|
| $ |
|
| Change from prior year |
|
| $ |
| |||
MRNA Scientific |
|
| 35,145 |
|
|
| 27.15 | % |
|
| 27,640 |
|
Chemrex |
|
| 861 |
|
|
| (99.83 | )% |
|
| 508,990 |
|
BGLC |
|
| 16,727 |
|
|
| 311.49 | % |
|
| 4,065 |
|
|
|
| 52,733 |
|
|
| (90.25 | )% |
|
| 540,695 |
|
Sales and marketing expenses for MRNA Scientific for the quarter ended March 31. 2026 increased by 27.15% mainly due to higher staff and director remuneration compared to same quarter in previous year. Sales and marketing expenses for Chemrex was reduced by 99.83% primarily due to lower associated staff remuneration as a result of the change in management and variable selling expenses.
Sales and marketing expenses for BGLC has increased for the quarter ended March 31, 2026 compared to same quarter in prior year due to increase in business development cost as compared to same quarter in previous year.
Research and Development
Research and development costs for the quarter ended March 31, 2026 were solely related to MRNA Scientific’s continued development of its blood-based genomic screening (BGS) test.
General and Administrative
|
| Three month periods ended March 31, |
| |||||||||
|
| 2026 |
|
| 2025 |
| ||||||
|
| $ |
|
| Change from prior year |
|
| $ |
| |||
|
|
|
|
|
|
|
|
|
| |||
MRNA Scientific |
|
| 55,451 |
|
|
| (0.99 | )% |
|
| 56,006 |
|
Chemrex |
|
| 56,007 |
|
|
| (55.24 | )% |
|
| 125,133 |
|
BGLC |
|
| 216,211 |
|
|
| 2.60 | % |
|
| 210,737 |
|
|
|
| 327,669 |
|
|
| (16.38 | )% |
|
| 391,876 |
|
General and administrative expenses for MRNA Scientific were slightly reduced by 0.99% due to lower office expenses being incurred. General and administrative expenses for Chemrex reduced by 55.24% primarily due to lower staff salaries and other office expenses.
General and administrative expenses for BGLC increased by 2.60% due to corporate insurance costs.
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 12.33% for the current quarter ended March 31, 2026 compared to the same quarter in prior year for the reasons described above.
|
| Three month periods ended March 31, |
| |||||||||
|
| 2026 |
|
|
|
|
| 2025 |
| |||
|
| Loss before tax |
|
| Change from prior year |
|
| Loss before tax |
| |||
|
| $ |
|
| % |
|
| $ |
| |||
MRNA Scientific |
|
| (89,195 | ) |
|
| 21.20 | % |
|
| (73,592 | ) |
Chemrex |
|
| (221,173 | ) |
|
| (33.96 | )% |
|
| (334,890 | ) |
BGLC |
|
| (233,207 | ) |
|
| 8.55 | % |
|
| (214,845 | ) |
Total |
|
| (543,575 | ) |
|
| (12.79 | )% |
|
| (623,327 | ) |
Income Tax Expense
For current quarter ended March 31, 2026, we did not have income tax expenses due to our losses incurred.
| 39 |
| Table of Contents |
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2026, we had working capital of $4,399,432 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 of 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 three months period ended March 31, 2026 and 2025
|
| Three month periods ended March 31, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Net cash used in operating activities |
| $ | (147,671 | ) |
| $ | (824,072 | ) |
Net cash used in investing activities |
|
| (13,988 | ) |
|
| (15,646 | ) |
Net cash generated from /(used in) financing activities |
|
| 59,709 |
|
|
| (860 | ) |
Foreign currency translation adjustment |
|
| 13,544 |
|
|
| 43,050 |
|
Net Change in Cash and Cash Equivalents |
| $ | (88,406 | ) |
| $ | (797,528 | ) |
Operating Activities
Net cash used in operating activities decreased $676,401 for the quarter ended March 31, 2026 compared to same quarter in previous year. This is primarily due to substantial increase in other payable and higher allowances for expected credit losses during the quarter.
Investing Activities
Cash used in investing activities was $13,988 for the quarter ended March 31, 2026 and $15,646 for the same quarter in previous financial year.
In current quarter ended March 31, 2026, the Company had net cash of $13,988 used in purchase of plant and equipment of $(325) and fixed deposits placed of $(13,663).
In same quarter of the previous year, the company had net cash of $15,646 generated from dividend income of $8,934, purchase of plant and equipment of $(9,052) and fixed deposits placed of $(15,528).
Financing Activities
Cash generated from financing activities increased by $59,709 in current quarter ended March 31, 2026 from $(860) in previous year same quarter. The increase is primarily attributable to timing difference in the payment of commitment partially offset by payment of finance lease deposit.
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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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of March 31, 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.
Management’s Report on Internal Control over Financial Reporting
The Company is not required to provide an attestation report from its registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 as it qualifies as a smaller reporting company.
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of internal control over financial reporting as of December 31, 2024, using the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on this assessment, management concluded that the Company did not maintain effective control over financial reporting as of the end of the period covered by this report, for the reasons reported below.
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 March 31, 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 March 31, 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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PART II OTHER INFORMATION
Item 1. Legal Proceedings.
Except as stated herein, there are presently no legal proceedings filed to date to which the Company or any of its property is subject, or any material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities is a party or has a material interest adverse to the Company, and no such proceedings are known to the Company to be threatened or contemplated against it.
As disclosed elsewhere herein, 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. The former officers and directors paid these amounts to themselves from the Chemrex corporate account during the period from July 2024 through August 2025. The Company’s position is these amounts now demanded for repayment were unauthorized transactions under Malaysian law. The Company continues its investigation into the activities of these parties as it relates to the negative impact on the business of Chemrex. The Company intends to avail itself of all claims and demands against these parties related to this issue and potentially other matters.
Item 1A. Risk Factors.
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 should be carefully considered, as they could materially affect our business, financial condition, and results of operations.
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Item 2. Unregistered Sale 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.
See Item 1 - Legal Proceedings of this Part II above.
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Item 6. Exhibits.
Exhibit |
| Description |
|
|
|
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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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) |
|
May 15, 2026
| 45 |