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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________

Commission File Number: 001-41750

BioNexus Gene Lab Corp.

(Exact name of registrant as specified in its charter)

Wyoming		35-2604830
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

Unit A-28-7, Level 28, Tower A, Menara UOA Bangsar, No.5 Jln Bangsar Utama 1, Kuala Lumpur, Malaysia		59000
(Address of Principal Executive Offices)		(Zip Code)

+1 307 241 6898

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, no par value		BGLC		The Nasdaq Stock Market LLC

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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

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

As of November 14, 2025, there were 1,796,507 shares of common stock, no par value per share, issued and outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		Page
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	45

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	47
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information	47
Item 6.	Exhibits	48
SIGNATURES		49

Table of Contents

CAUTIONARY NOTE REGARDING

FORWARD-LOOKING STATEMENTS

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

	·	our goals and strategies;

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

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

	·	our estimates regarding the market opportunity for our services;

	·	the impact of government laws and regulations;

	·	our ability to recruit and retain qualified personnel;

	·	our failure to comply with regulatory guidelines;

	·	uncertainty in industry demand;

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

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

	·	depth of the trading market in our securities.

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties, including those described in Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 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.

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. Financial Statements

BIONEXUS GENE LAB CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

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

		As of
	Note	September 30,		December 31,
		2025		2024
		(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS
Cash and bank balances			1,153,121		1,583,479
Fixed deposits placed with financial institutions (including $1,537,561 and $1,490,461 of fixed deposits with original maturities more than 3 months as of September 30, 2025 and December 31, 2024 respectively)			1,741,532		2,793,948
Trade receivables, net of allowance for credit losses of $671,777 and $517,877 as of September 30, 2025 and December 31, 2024 respectively (including $25,760 and $47,272 of trade receivables from related parties as of September 30, 2025 and December 31, 2024 respectively)	3		1,522,158		1,376,571
Other receivables, deposits and prepayments			98,903		203,660
Tax recoverable	4		103,640		84,167
Inventories (including goods in transit of $190,588 and $188,797 as of September 30, 2025 and December 31, 2024 respectively)			1,007,448		1,388,624
Total current assets			5,626,802		7,430,449

NON-CURRENT ASSETS
Operating lease right-of-use assets	5		186,082		215,243
Property, plant and equipment, net	6		1,570,584		1,522,990
Investments in equity securities	7		237,760		1,265,166
Total non-current assets			1,994,426		3,003,399
TOTAL ASSETS		$	7,621,228	$	10,433,848

See accompanying notes to the consolidated financial statements.

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (CONT’D)

BIONEXUS GENE LAB CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

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

			As of
	Note		September 30,			December 31,
			2025			2024
			(Unaudited)			(Audited)
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Trade payables		8		184,600			1,503,326
Other payables and accrued liabilities				375,380			284,108
Current portion of operating lease liabilities		5		56,803			50,816
Advance payment from customer				11,264			95,879
Amount owing to directors				49,976			17,174
Total current liabilities				678,023			1,951,303

NON-CURRENT LIABILITIES
Non-current portion of operating lease liabilities		5		126,943			159,741
Deferred tax liabilities		4		-			-
Total non-current liabilities				126,943			159,741
TOTAL LIABILITIES			$	804,966		$	2,111,044

STOCKHOLDERS’ EQUITY
As at September 30, 2025, common stock, no par value; 300,000,000 shares authorized and 1,796,597 shares outstanding, and preferred stock, no par value; 30,000,000 shares authorized and no shares outstanding. As at December 31, 2024, common stock, no par value; 300,000,000 shares authorized and 1,796,766 shares outstanding, and preferred stock, no par value; 30,000,000 share authorized and no shares outstanding (on a post-reverse stock split basis)*.		12	$	17,331,810		$	17,332,315
Additional paid in capital				(5,011,891	)		(5,011,891	)
Accumulated deficit				(5,391,110	)		(3,442,620	)
Accumulated other comprehensive losses				(112,547	)		(555,000	)
TOTAL STOCKHOLDERS’ EQUITY				6,816,262			8,322,804

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	7,621,228		$	10,433,848

* Issued and outstanding shares of common stock have been adjusted as below:

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 12.

See accompanying notes to the consolidated financial statements.

Table of Contents

BIONEXUS GENE LAB CORP.

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

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
	2025			2024			2025			2024

REVENUE (including $25,649 and $23,456 of revenue from related parties for the three months period ended September 30, 2025 and 2024 respectively, including $57,632 and $65,380 of revenue from related parties for the nine months period ended September 30, 2025 and 2024 respectively)	$	2,543,823		$	2,630,376		$	6,941,151		$	6,986,791

COST OF REVENUE (including $7,233 and $192,171 of cost of revenue from related parties for the three months period ended September 30, 2025 and 2024, respectively, including $9,404 and $293,770 of cost of revenue from related parties for the nine months period ended ended September 30, 2025 and 2024, respectively)		(2,166,138	)		(2,303,840	)		(5,851,951	)		(6,006,504	)

GROSS PROFIT		377,685			326,536			1,089,200			980,287

OTHER INCOME
Dividend income		4,192			38,826			21,752			59,653
Interest income		20,778			35,022			74,114			113,744
Fair value gain on investments in equity securities		-			69,766			28,256			243,083
Gain on disposal of investments in equity securities		42,376			20,800			42,376			35,098
Reversal of expected credit losses		-			257,986			94,912			842,401
Others		40,414			43,127			147,231			103,500
TOTAL OTHER INCOME		107,760			465,527			408,641			1,397,479

OPERATING EXPENSES
Sales and marketing		(551,569	)		(1,245,456	)		(1,700,691	)		(1,535,821	)
Research and development		(14,876	)		(10,442	)		(39,572	)		(30,115	)
General and administrative (including $1,065 and $1,006 of rental expenses to related party for the three months period ended September 30, 2025 and 2024, respectively, including $3,156 and $1,006 of rental expenses to related party for the nine months period ended September 30, 2025 and 2024, respectively)		(445,691	)		(792,413	)		(1,354,357	)		(1,667,036	)
Fair value loss on investments in equity securities		-			(79,000	)		(119,499	)		(179,433	)
Provision for expected credit losses		(175,818	)		(2,374	)		(215,942	)		(122,843	)
TOTAL OPERATING EXPENSES		(1,187,954	)		(2,129,685	)		(3,430,061	)		(3,535,248	)

LOSS FROM OPERATIONS		(702,509	)		(1,337,622	)		(1,932,220	)		(1,157,482	)

FINANCE COSTS		(6,482	)		(6,193	)		(16,270	)		(15,334	)

LOSS BEFORE TAX		(708,991	)		(1,343,815	)		(1,948,490	)		(1,172,816	)

Tax expense		-			(1,555	)		-			(77,207	)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(708,991	)	$	(1,345,370	)	$	(1,948,490	)	$	(1,250,023	)

Other comprehensive income
Foreign currency translation gain		3,216			1,046,789			442,453			839,344

COMPREHENSIVE LOSS	$	(705,775	)	$	(298,581	)	$	(1,506,037	)	$	(410,679	)

Earnings per share - Basic and diluted		(0.395	)		(0.749	)		(1.085	)		(0.704	)
Weighted average number of common stocks outstanding, Basic and Diluted #		1,796,597			1,796,766			1,796,597			1,776,766

# 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 on a retroactive basis as described in Note 12.

See accompanying notes to the condensed consolidated financial statements.

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BIONEXUS GENE LAB CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

AS OF SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

	Common stock				Additional						Accumulated other comprehensive			Total
	Number of shares		Amount		paid in capital			Accumulated deficit			(losses)/ gain			stockholders’ equity
Balance as of December 31, 2023 *		1,766,766	$	17,191,315	$	(5,011,891	)	$	(1,844,278	)	$	(677,294	)	$	9,657,852
Net loss for the period		-		-		-			(103,757	)		-			(103,757	)
Foreign currency translation loss		-		-		-			-			(209,908	)		(209,908	)
Balance as of March 31, 2024 *		1,766,766	$	17,191,315	$	(5,011,891	)	$	(1,948,035	)	$	(887,202	)	$	9,344,187
Net profit for the period		-		-		-			199,104			-			199,104
Foreign currency translation gain		-		-		-			-			2,463			2,463
Balance as of June 30, 2024 *		1,766,766	$	17,191,315	$	(5,011,891	)	$	(1,748,931	)	$	(884,739	)	$	9,545,754
Net loss for the period		-		-		-			(1,345,370	)		-			(1,345,370	)
Issuance of shares		30,000		141,000											141,000
Foreign currency translation gain		-		-		-			-			1,046,789			1,046,789
Balance as of September 30, 2024 *		1,796,766	$	17,332,315	$	(5,011,891	)	$	(3,094,301	)	$	162,050		$	9,388,173

* Share activity (number of shares or both number and amount of shares) has been adjusted for the periods shown to reflect the 1-for-10 reverse stock split effected on April 7, 2025, on a retroactive basis

See accompanying notes to the condensed consolidated financial statements.

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BIONEXUS GENE LAB CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

AS OF SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

	Common stock						Additional						Accumulated other			Total
	Number of shares			Amount			paid in capital			Accumulated deficit			comprehensive losses			stockholders’ equity
Balance as of December 31, 2024 *		1,796,766		$	17,332,315		$	(5,011,891	)	$	(3,442,620	)	$	(555,000	)	$	8,322,804
Net loss for the period		-			-			-			(623,327	)		-			(623,327	)
Foreign currency translation gain		-			-			-			-			72,159			72,159
Balance as of March 31, 2025 *		1,796,766		$	17,332,315		$	(5,011,891	)	$	(4,065,947	)	$	(482,841	)	$	7,771,636
Net loss for the period		-			-			-			(616,172	)		-			(616,172	)
Round down shares #		(169	)		(505	)											(505	)
Foreign currency translation gain		-			-			-			-			367,078			367,078
Balance as of June 30, 2025 *		1,796,597		$	17,331,810		$	(5,011,891	)	$	(4,682,119	)	$	(115,763	)	$	7,522,037
Net loss for the period		-			-			-			(708,991	)		-			(708,991	)
Foreign currency translation gain		-			-			-			-			3,216			3,216
Balance as of September 30, 2025 *		1,796,597		$	17,331,810		$	(5,011,891	)	$	(5,391,110	)	$	(112,547	)	$	6,816,262

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

See accompanying notes to the condensed consolidated financial statements.

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BIONEXUS GENE LAB CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

	Nine months ended
	September 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(1,948,490	)	$	(1,250,023	)

Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of right-of-use asset		41,666			35,507
Allowances for expected credit losses		215,942			122,843
Recoveries for expected credit losses		(94,912	)		(842,401	)
Depreciation of property, plant and equipment		83,443			74,611
Dividend income		(21,752	)		(59,653	)
Fair value loss/(gain) on investments in equity securities, net		91,243			(63,650	)
Loss arising from settlement of supplier contract dispute		-			29,140
Gain on disposal of investments in equity securities		(27,547	)		(35,098	)
Loss on lease termination		-			(578	)
Operating loss before working capital changes		(1,660,407	)		(1,989,302	)

Changes in operating assets and liabilities:
Inventories		381,176			(251,306	)
Trade and other receivables		(161,860	)		150,638
Trade and other payables		(1,227,454	)		(257,832	)
Advance payment from customer		(84,615	)		22,834
Operating lease liabilities		(26,811	)		(24,342	)
Tax (liabilities)/recoverable		(19,473	)		36,847
Net cash used in operating activities		(2,799,444	)		(2,312,463	)

Cash flows from investing activities:
Acquisition of investments in equity securities		(9,064	)		(486,170	)
Dividend income		21,752			59,653
Change in fixed deposits placed with original maturities more than three months		(47,099	)		(60,244	)
Purchase of plant and equipment		(35,994	)		(222,967	)
Proceeds from disposal of investments in equity securities		1,020,873			494,741
Proceeds from settlement of supplier contract dispute		-			78,787
Net cash generated from/(used in) investing activities		950,468			(136,200	)

Cash flows from financing activities:
Advances from Directors		32,802			5,362
Share-base compensation		-			141,000
Cash paid for fractional shares in reverse stock split		(505	)		-
Net cash generated from financing activities		32,297			146,362

Foreign currency translation adjustment		286,805			449,940
NET CHANGE IN CASH AND CASH EQUIVALENTS		(1,529,874	)		(1,852,361	)
CASH AND CASH EQUIVALENTS, BEGINNING OF FINANCIAL PERIOD		2,886,966			4,517,710

CASH AND CASH EQUIVALENTS, END OF FINANCIAL PERIOD	$	1,357,092		$	2,665,349

CASH AND CASH EQUIVALENTS INFORMATION:
Fixed deposits placed with financial institutions with original maturities of three months or less	$	203,971		$	603,633
Cash and bank balances		1,153,121			2,061,716
Cash and cash equivalents, end of financial period		1,357,092			2,665,349

Supplementary cash flow information:
Interest paid	$	(6,550	)	$	(6,974	)
Income tax paid		(14,669	)		(39,842	)

See accompanying notes to the condensed consolidated financial statements.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

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

The principal office address is Unit A-28-7, Level 28, Tower A, Menara UOA Bangsar, No.5 Jalan Bangsar Utama 1, Kuala Lumpur, Malaysia, our lab is located at Lab 353, Chemical Science Centre, University Science Malaysia, George Town, Penang, Malaysia. We also have a blood collection center located at 1st floor, Lifecare Medical Centre, Kuala Lumpur, Malaysia.

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

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

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

The corporate structure as at September 30, 2025 is depicted below:

	BioNexus Gene Lab Corp.
	a Wyoming company


100% owned		100% owned
MRNA Scientific Sdn. Bhd.		Chemrex Corporation Sdn. Bhd.,
(formerly “Bionexus Gene Lab Sdn. Bhd.”),		a Malaysian Company
a Malaysian company

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

·	Basis of presentation

The accompanying condensed consolidated financial statements as of and for the nine months ended September 30, 2025 and 2024 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 September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The Condensed Consolidated Balance Sheet information as of December 31, 2024 was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2025. These financial statements should be read in conjunction with that report.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(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 condensed consolidated financial statements have been prepared on a going concern basis. As of September 30, 2025, the Company recorded a net loss of $1,948,490 and negative cash flows from operating activities of $2,799,444 and had an accumulated deficit of $5,391,110. Management has evaluated the Company’s liquidity for the twelve‑month period following issuance of these financial statements in light of these conditions and currently available sources of liquidity, including cash and cash equivalents, fixed deposits, liquid investments, and trade receivables (collectively, “total liquidity” as described in MD&A), together with cost‑reduction actions and Board‑approved strategic initiatives described in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 15. Management has evaluated the Company’s liquidity position, recent capital actions, and planned operating initiatives. Based on these plans—which we believe are probable of being implemented and, if implemented, are probable of mitigating the relevant conditions within one year after the date the financial statements are issued—management has concluded that the conditions that previously raised substantial doubt about the Company’s ability to continue as a going concern are alleviated. Accordingly, these condensed consolidated financial statements have been prepared on a going‑concern basis.

·	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. Deposits at each institution are insured by the Malaysia Deposit Insurance Corporation (Perbadanan Insurans Deposit Malaysia or PIDM) up to RM250,000 (approximately USD 55,000) per depositor. From time to time, the Company’s cash balances may exceed these insured limits. However, the Company has not incurred any losses on such accounts and believes it is not exposed to significant risk. The Company actively monitors the balances held with these financial institutions and considers the likelihood of loss to be remote.

·	Trade receivables

Trade receivables are recorded at the invoiced amount and are generally non-interest bearing. 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.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

Trade receivables are written off against the allowance when all reasonable collection efforts have been exhausted and recovery is considered remote. The allowance for credit losses is recorded as a contra-asset account to trade receivables in the consolidated balance sheets, and changes to the allowance are recognized in the consolidated statement of operations and comprehensive income/(loss).

·	Inventories

Inventories consisting of products available for sale are stated at the lower of cost or net realizable value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated net realizable value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks, and rewards of the products purchased. Write downs are recorded in cost of revenues in the Consolidated Statement of Operations and Comprehensive Income/(Loss).

Leases

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

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

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

·	Property, plant and equipment

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

The principal annual rates used are as follows:
	Principal
Categories	Annual Rates
Air conditioner		20	%
Buildings		2	%
Computer and software		33	%
Equipment		20	%
Furniture and fittings	10% to 20		%
Lab Equipment		10	%
Motor vehicle	10% to 20		%
Office equipment		20	%
Renovation	10% to 20		%
Signboard		10	%
Solar PV System		20	%
Machinery		10	%

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

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

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

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(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.

·	Revenue recognition

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

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

·	identify the contract with a customer;

·	identify the performance obligations in the contract;

·	determine the transaction price;

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

·	recognize revenue as the performance obligation is satisfied.

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

·	Shipping and handling fees

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

·	Comprehensive income

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

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(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:

	September 30,		December 31,
	2025		2024
Period ended September 30, 2025 /Year-ended December 31, 2024 US$1: MYR exchange rate		4.2080		4.4755

	January 1,		January 1,
	2025		2024
	to September 30,		to September 30,
	2025		2024
9 months average US$1: MYR exchange rate		4.3249		4.6327

·	Related parties

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.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

☐	Fair value of financial instruments

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

☐	Level 1 : Observable inputs such as quoted prices in active markets;

☐	Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

☐	Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

The carrying value of the Company’s financial instruments: cash and bank balances, fixed deposits placed with financial institutions, trade receivable, other receivables, deposits, trade payables, other payables and accrued liabilities, advance payment from customers and amount owing to directors approximate at their fair values because of the short-term nature of these financial instruments

As of September 30, 2025 and December 31, 2024, 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 not yet adopted

Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures:

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that this ASU 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.

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.

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

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(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 $25,760 and $47,272 respectively for September 30, 2025, and December 31, 2024. Trade receivables are initially recognized at the invoiced amount and subsequently measured at amortized cost, net of an allowance for expected credit losses. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Trade receivables are written off when they are determined to be uncollectible, and all reasonable collection efforts have been exhausted.

As of September 30, 2025, the Company performed an analysis of all outstanding trade receivables in accordance with the expected credit loss model under ASC 326. The Company considered historical collection trends, aging of balances, customer credit profiles, and current and forecasted economic conditions in estimating the allowance.

The Company’s standard credit terms range from 30 to 90 days. Certain receivables are interest-bearing. Specifically, one customer was charged with interest at 6% per annum from May 2021 to June 2023. From July 2023 onwards, the Company increased its interest rate to 8.4%.

	As of
	September 30,			December 31,
	2025			2024

Trade receivables		2,193,935			1,894,448
Allowances for expected credit losses		(671,777	)		(517,877	)
Total trade receivables, net	$	1,522,158		$	1,376,571

Movement for trade receivables allowance for impairment accounts:

	As of
	September 30,			December 31,
	2025			2024

At January 1, 2025 and January 1, 2024		517,877			1,307,508
Charge for the period/year
Allowances for expected credit losses		215,942			883,533
Recovered for expected credit losses		(94,912	)		(1,689,412	)
Foreign translation differences		32,870			16,248
	$	671,777		$	517,877

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

NOTE 4 - INCOME TAXES

The Company provides for income taxes under ASC 740, “Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statements and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. It also requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Provision for income taxes consisted of the following:

United States of America

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

Malaysia

MRNA Scientific Malaysia and Chemrex are both subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate at 24% on its assessable income.

	As of
	September 30,			December 31,
	2025			2024
Tax Recoverable
Local	$	-		$	-
Foreign, representing Malaysia		(103,640	)		(84,167	)
Tax Recoverable		(103,640	)		(84,167	)

Income tax liabilities:
Local	$	-		$	-
Foreign, representing Malaysia		-			-
Income tax payables		-			-

Deferred tax liabilities:
Local	$	-		$	-
Foreign, representing Malaysia		-			-
Deferred tax liabilities		-			-
Total		(103,640	)		(84,167	)

Although the Company is domiciled in the United States, a substantial portion of its pre-tax income/(loss) is generated by its foreign subsidiaries. Accordingly, the consolidated effective tax rate is significantly influenced by foreign tax jurisdictions and certain non-deductible expenses.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

NOTE 5 – 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 are discounted with rates ranging from 6.40% to 6.65% per annum. These rates are reference from base rate of Malayan Banking Berhad, the largest bank in Malaysia.

As of September 30, 2025 and December 31, 2024, operating lease right-of-use assets as follows:

	As of
	September 30,			December 31,
	2025			2024
Balance as of beginning of the period/year	$	215,243		$	141,544
Add: Addition of right of use assets (1)		-			145,736
Less: amortization (2)		(41,666	)		(48,983	)
Less: lease termination (3)		-			(25,093	)
Foreign translation differences		12,505			2,039
Balance as of end of the period/year	$	186,082		$	215,243

As of September 30, 2025 and December 31, 2024, operating lease liabilities as follows:

	As of
	September 30,			December 31,
	2025			2024
Balance as of beginning of the period/year	$	210,557		$	133,395
Add: addition of lease liabilities (1)		-			145,736
Less: gross repayment		(48,977	)		(56,598	)
Add: imputed interest (4)		9,720			11,795
Less: lease termination (3)		-			(25,679	)
Foreign translation differences		12,446			1,908
Balance as of end of the year		183,746			210,557
Less: lease liability current portion		(56,803	)		(50,816	)
Lease liability non-current portion	$	126,943		$	159,741

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

As of September 30, 2025 and December 31, 2024, the maturities of the operating lease obligation are as follows:

	As of
	September 30,			December 31,
	2025			2024
Years ending September 30 and December 31:
2025		-			62,939
2026		66,940			62,311
2027		60,261			55,403
2028		54,570			45,166
2029		21,863			12,848
Total undiscounted cash flows		203,634			238,667
Less: Interest imputed on lease liabilities		(19,888	)		(28,110	)
Present value of lease liabilities	$	183,746		$	210,557

(1) During the year ended December 31, 2024, the Company entered into a new operating lease of office space in Malaysia for 5 years. Additional right-of-use assets at $131,581 and lease liabilities at $131,581 were recognised upon the commencement of lease term. The Company also renewed the lease for the lab in Penang, Malaysia, for 2 years, with additional right-of-use assets of $14,155 and lease liabilities of $14,155 recognised upon the commencement of lease term.

(2) The amortization of the operating lease right of use asset for the nine month period ended September 30, 2025 and 2024 were $41,666 and $35,507, respectively.

(3) The Company agreed to terminate its operating lease arrangement for office space in Malaysia effective August 31, 2024. Accordingly, at the date of termination of the operating lease, the Company expensed a right-of-use-asset, net of accumulated depreciation, of $25,094 and recorded a write-off of lease liability of $25,679, offset with deposit forfeited by landlord at $1,969, with a loss on lease termination recorded for $1,384.

	As of
	September 30,			December 31,
	2025			2024
Supplemental Cash Flow Disclosures:
Cash paid for amounts included in the measurement of lease liabilities:
Lease payment – operating leases	$	(48,977	)	$	(56,598	)
Operating lease liabilities obtained in exchange for operating lease assets		-			145,736

Other information:
Weighted average remaining lease term for operating lease (years)		3.67			4.42
Weighted average discount rate for operating lease		6.65	%		6.65	%

(4) Lease expenses for the nine month period ended September 30, 2025 and 2024 were $51,386 and $43,867 respectively.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

NOTE 6 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

	As of
	September 30,			December 31,
	2025			2024

Air conditioner	$	1,124		$	1,124
Computer and software		5,880			5,880
Equipment		65,360			65,214
Furniture and fittings		98,883			98,883
Lab equipment		320,102			320,102
Land and buildings		1,506,969			1,506,969
Motor vehicle		161,148			161,148
Office equipment		41,108			37,604
Renovation		111,519			101,137
Signboard		806			806
Solar PV System		16,935			16,935
Machinery		211,898			190,341
		2,541,732			2,506,143
(Less): Accumulated depreciation		(840,419	)		(756,976	)
(Less): Accumulated impairment		(40,173	)		(40,173	)
Add: Foreign translation differences		(90,556	)		(186,004	)
Property, plant and equipment, net	$	1,570,584		$	1,522,990

During the nine month period ended September 30, 2025 and 2024, the Company recorded depreciation of $83,443 and $74,611, respectively.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

NOTE 7 – INVESTMENTS IN EQUITY SECURITIES

	As of
	September 30,			December 31,
	2025			2024
As of beginning of the period/year	$	1,265,166		$	1,699,831
Addition during the period/year		9,064			492,732
Disposal during the period/year		(993,955	)		(1,030,368	)
Fair value (loss)/gain		(91,243	)		69,476
Foreign exchange translation		48,728			33,495
As of end of the period/year	$	237,760		$	1,265,166

For the nine month period ended September 30, 2025 and 2024, respectively, the net fair value (loss)/gains on the investments in equity securities were $(91,243) and $63,650 recorded in administrative expenses and other income of the Consolidated Statements of Operations and Comprehensive Income/(Loss).

The investments in equity securities consist of the following shares:
	As of
	September 30,		December 31,
	2025		2024
Investment in equity securities with readily determined fair value (1):
Malaysia		-		863,810
Singapore		-		177,808
	$	-	$	1,041,618

Investment in equity securities without readily determined fair value:
Malaysia		237,760		223,548
	$	237,760	$	1,265,166

(1) The Company’s investment in equity securities is measured at fair value on a recurring basis. These equity securities are classified as Level 1 in the fair value hierarchy, as the fair value is determined using quoted market prices in active markets for identical assets. Specifically, the stock prices of these securities are readily available on the stock exchange, providing a reliable and observable input to the fair value measurement.

As these securities are actively traded, the quoted prices in the market are considered to be the most reliable indicator of fair value. No significant adjustments are made to these prices, as they reflect current market conditions at the measurement date.

NOTE 8 - TRADE PAYABLES

Trade payables are amounts billed to the Company by suppliers for goods and services in the ordinary course of business. All amounts have short-term repayment terms and vary by supplier.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

NOTE 9 – REVENUE

The following table shows disaggregated net revenue from contracts with customers by product or service line and geographic area for the quarter and nine month period ended September 30, 2025 and 2024:

	Nine months ended				Three months ended
	September 30,		September 30,		September 30,		September 30,
	2025		2024		2025		2024
Revenue by product or service line:
Trading of industrial chemicals		6,929,849		6,975,567		2,539,055		2,627,813
Screening services and related sales		11,302		11,224		4,768		2,563
Net revenue	$	6,941,151	$	6,986,791	$	2,543,823	$	2,630,376

Revenue by geographic area
Bangladesh		107,036		297,824		78,184		61,881
Malaysia		5,354,391		5,181,560		1,776,300		1,748,862
Maldives		677,333		562,524		356,684		235,694
Nigeria		-		26,123		-		-
Singapore		240,093		540,500		108,247		439,541
Sri Lanka		448,523		314,957		193,053		128,473
Myanmar		-		19,465		-		-
Indonesia		113,775		43,838		31,355		15,925
Net revenue	$	6,941,151	$	6,986,791	$	2,543,823	$	2,630,376

Timing of recognition:
At a point in time	$	6,941,151	$	6,986,791	$	2,543,823	$	2,630,376

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.

Table of Contents

BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

NOTE 10 – RELATED PARTY TRANSACTIONS

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

	Three months ended						Nine months ended
	September 30,			September 30,			September 30,			September 30,
	2025			2024			2025			2024
Entities in which certain directors of a subsidiary have substantial financial interests
Sales of goods	$	25,649		$	23,456		$	57,632		$	65,380
Purchases		(7,233	)		(192,171	)		(9,404	)		(293,770	)
Rental of factory		(1,065	)		(1,006	)		(3,156	)		(1,006	)

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

NOTE 11 - CONCENTRATION OF RISKS

a) Major customers

For three months ended September 30, 2025, and 2024, respectively, the customers who accounted for 10% or more of the Company's revenues and its accounts received balance at period-end are presented as follows:

	2025		2024		2025			2024			2025		2024
	Revenues				Percentage of revenues						Accounts receivable trade
Customer A	$	287,262	$	-		11.29	%		-		$	240,594	$	-
Customer B	$	-	$	388,520		-			14.77	%		-	$	61,438
	$	287,262	$	388,520		11.29	%		14.77	%	$	240,594	$	61,438

b) Major suppliers

For three months ended September 30, 2025, and 2024, respectively, the suppliers who accounted for 10% or more of the Company’s cost of sales and their balances at period ended are presented as follows:

	2025		2024		2025			2024			2025		2024
	Purchase				Percentage of purchases						Accounts payable trade
Vendor A	$	407,648	$	386,895		18.82	%		16.79	%	$	-	$	317,624
Vendor B	$	380,771	$	586,206		17.58	%		25.44	%	$	94,145	$	177,783
Vendor C	$	230,019	$	-		10.62	%		-		$	-	$	-
Vendor D	$	-	$	347,281		-			15.07	%	$	-	$	313,016
	$	1,018,438	$	1,320,382		47.02	%		57.30	%	$	94,145	$	808,423

a) Major customers

For nine months ended September 30, 2025, and 2024, the Company did not have any material recognizable major customers accounted for 10% or more of the Company’s revenue

b) Major suppliers

For nine months ended September 30, 2025, and 2024, respectively, the suppliers who accounted for 10% or more of the Company’s cost of sales and their balances at period ended are presented as follows:

	2025		2024		2025			2024			2025		2024
	Purchase				Percentage of purchases						Accounts payable trade
Vendor A	$	1,494,227	$	1,058,928		25.53	%		17.63	%	$	-	$	317,624
Vendor B	$	939,970	$	1,069,272		16.06	%		17.80	%	$	94,145	$	177,738
Vendor C	$	-	$	968,574		-			16.13	%	$	-	$	313,016
	$	2,434,197	$	3,096,774		41.59	%		51.56	%	$	94,145	$	808,423

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

NOTE 12 – STOCKHOLDERS’ EQUITY

As at September 30, 2025 and December 31, 2024, the Company issued and outstanding, common stock is 1,796,597 and 1,796,766 shares respectively.

In August 2024, 300,000 shares of common stock were issued to professional parties or service providers in lieu of cash for services rendered.

Series Z Preferred Stock

On February 11, 2025, the Company filed with the Wyoming Secretary of State Articles of Amendment to its Articles of Incorporation (a true and correct copy of which is attached hereto as Exhibit 3.6) (“Amendment”). The Amendment authorized the creation of one (1) share of the Series Z Convertible Preferred Stock. 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.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

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 which was held on March 19, 2025. The Series Z Preferred Stock was automatically cancelled upon the approval of the Reverse Stock Split by the Company shareholders.

2025 Reverse Split

On March 19, 2025, the Company held a Special Meeting of Shareholders which, among other items, approved of an amendment to the Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding shares of common stock, with a ratio ranging from one-for-five (1:5) to one-for-ten (1:10), with the exact ratio to be set at the discretion of the Board of Directors.

On April 1, 2025, the Company filed its Articles of Amendment with the Wyoming Secretary of State to effect a one for ten (1 for 10) reverse stock split of its issued and outstanding common stock. Immediately prior to the reverse stock split, the Company had 17,967,663 shares of common stock issued and outstanding and immediately after the reverse stock split, the Company had 1,796,597 shares of common stock issued and outstanding. No fractional shares were issued in connection with the reverse stock split. Instead, shareholders who would otherwise be entitled to receive a fractional share received a cash payment in lieu thereof based on the daily Volume Weighted Average Price (VWAP) of our common stock, calculated for the ten (10) trading days immediately preceding the effective date of the Reverse Stock Split, multiplied by the fractional share.

2025 Shelf Filing

On November 7, 2025, the Company filed a registration statement on Form S-3 with the U.S. Securities and Exchange Commission (“SEC”) to register up to $100 million of securities that may be offered from time to time. The Company concurrently entered into an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (the “Agent”), pursuant to which the Company may offer and sell, from time to time, shares of its common stock, no par value (the “Common Stock”), having an aggregate offering price of up to $20,000,000 through the Agent, acting as the Company’s exclusive sales agent (the “ATM Program”).

Sales, if any, will be made in transactions deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, which may be made directly on The Nasdaq Capital Market or otherwise at prevailing market prices, at prices related to prevailing market prices, or at negotiated prices, as permitted by the Agreement. The Company is not obligated to sell any shares under the 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.

NOTE 13 – SEGMENT INFORMATION

The Company determines it reportable segments based on its internal organization structure and internal management reporting used to assess and allocate resources. This information are regularly reviewed by the Company’s Chief Executive Officer who is identified as the Chief Operating Decision Maker (“CODM”). 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 9, 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 (“CDMO”) 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:

Table of Contents

BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

Segmented Information

	Provision for genomic screening services			Trading of industrial chemicals			Investment holding			Total
	Three months for period ended September 30, 2024

REVENUE	$	2,563		$	2,627,813		$	-		$	2,630,376

COST OF REVENUE		(2,118	)		(2,301,722	)		-			(2,303,840	)

GROSS PROFIT		445			326,091			-			326,536

OTHER INCOME
Dividend income		-			38,826			-			38,826
Interest income		19,224			15,798			-			35,022
Fair value gain on investments in equity securities		-			69,766			-			69,766
Gain on disposal of investments in equity securities		-			20,800			-			20,800
Reversal of expected credit losses		-			257,986			-			257,986
Others		3,548			39,579			-			43,127
TOTAL OTHER INCOME		22,772			442,755			-			465,527

OPERATING EXPENSES
Sales and marketing		(24,625	)		(1,195,502	)		(25,329	)		(1,245,456	)
Research and development		(10,442	)		-			-			(10,442	)
General and administrative		(255,477	)		(175,667	)		(361,269	)		(792,413	)
Fair value loss on investments in equity securities		-			(79,000	)		-			(79,000	)
Provision for expected credit losses		-			(2,374	)		-			(2,374	)
OPERATING EXPENSES		(290,544	)		(1,452,543	)		(386,598	)		(2,129,685	)

LOSS FROM OPERATIONS		(267,327	)		(683,697	)		(386,598	)		(1,337,622	)

FINANCE COSTS		(3,764	)		(2,415	)		(14	)		(6,193	)

LOSS BEFORE TAX		(271,091	)		(686,112	)		(386,612	)		(1,343,815	)

Tax expense		-			(1,555	)		-			(1,555	)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(271,091	)	$	(687,667	)	$	(386,612	)	$	(1,345,370	)

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

	Provision for genomic screening services			Trading of industrial chemicals			Investment holding			Total
	Three months for period ended September 30, 2025

REVENUE	$	4,768		$	2,539,055		$	-		$	2,543,823

COST OF REVENUE		(864	)		(2,165,274	)		-			(2,166,138	)

GROSS PROFIT		3,904			373,781			-			377,685

OTHER INCOME
Dividend income		-			4,192			-			4,192
Interest income		18,552			2,226			-			20,778
Gain on disposal of investments in equity securities		-			42,376			-			42,376
Others		3,549			36,865			-			40,414
TOTAL OTHER INCOME		22,101			85,659			-			107,760

OPERATING EXPENSES
Sales and marketing		(30,211	)		(508,683	)		(12,675	)		(551,569	)
Research and development		(14,876	)		-			-			(14,876	)
General and administrative		(55,835	)		(205,740	)		(184,116	)		(445,691	)
Provision for expected credit losses		-			(175,818	)		-			(175,818	)
TOTAL OPERATING EXPENSES		(100,922	)		(890,241	)		(196,791	)		(1,187,954	)

LOSS FROM OPERATIONS		(74,917	)		(430,801	)		(196,791	)		(702,509	)

FINANCE COSTS		(3,115	)		(3,165	)		(202	)		(6,482	)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(78,032	)	$	(433,966	)	$	(196,993	)	$	(708,991	)

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

	Provision for genomic screening services			Trading of industrial chemicals			Investment holding			Total
	Nine months period ended September 30, 2024

REVENUE	$	11,224		$	6,975,567		$	-		$	6,986,791

COST OF REVENUE		(6,723	)		(5,999,781	)		-			(6,006,504	)

GROSS PROFIT		4,501			975,786			-			980,287

OTHER INCOME
Dividend income		-			59,653			-			59,653
Interest income		80,161			33,583			-			113,744
Fair value gain on investments in equity securities		-			243,083			-			243,083
Gain on disposal of investments in equity securities		-			35,098			-			35,098
Reversal of expected credit losses		-			842,401			-			842,401
Others		18,669			84,831			-			103,500
TOTAL OTHER INCOME		98,830			1,298,649			-			1,397,479

OPERATING EXPENSES
Sales and marketing		(78,741	)		(1,419,201	)		(37,879	)		(1,535,821	)
Research and development		(30,115	)		-			-			(30,115	)
General and administrative		(366,906	)		(427,829	)		(872,301	)		(1,667,036	)
Fair value loss on investments in equity securities		-			(179,433	)		-			(179,433	)
Provision for expected credit losses		-			(122,843	)		-			(122,843	)
OPERATING EXPENSES		(475,762	)		(2,149,306	)		(910,180	)		(3,535,248	)

(LOSS)/PROFIT FROM OPERATIONS		(372,431	)		125,129			(910,180	)		(1,157,482	)

FINANCE COSTS		(8,360	)		(6,848	)		(126	)		(15,334	)

(LOSS)/PROFIT BEFORE TAX		(380,791	)		118,281			(910,306	)		(1,172,816	)

Tax expense		-			(77,207	)		-			(77,207	)

NET (LOSS)/PROFIT ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(380,791	)	$	41,074		$	(910,306	)	$	(1,250,023	)

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

	Provision for genomic screening services			Trading of industrial chemicals			Investment holding			Total
	Nine months period ended September 30, 2025

REVENUE	$	11,302		$	6,929,849		$	-		$	6,941,151

COST OF REVENUE		(4,995	)		(5,846,956	)		-			(5,851,951	)

GROSS PROFIT		6,307			1,082,893			-			1,089,200

OTHER INCOME
Dividend income		-			21,752			-			21,752
Interest income		63,646			10,468			-			74,114
Fair value gain on investments in equity securities		-			28,256			-			28,256
Gain on disposal of investments in equity securities		-			42,376			-			42,376
Reversal of expected credit losses		-			94,912			-			94,912
Others		10,919			136,312			-			147,231
TOTAL OTHER INCOME		74,565			334,076			-			408,641

OPERATING EXPENSES
Sales and marketing		(86,275	)		(1,577,214	)		(37,202	)		(1,700,691	)
Research and development		(39,572	)		-			-			(39,572	)
General and administrative		(261,005	)		(492,464	)		(600,888	)		(1,354,357	)
Fair value loss on investments in equity securities		-			(119,499	)		-			(119,499	)
Provision for expected credit losses		-			(215,942	)		-			(215,942	)
TOTAL OPERATING EXPENSES		(386,852	)		(2,405,119	)		(638,090	)		(3,430,061	)

LOSS FROM OPERATIONS		(305,980	)		(988,150	)		(638,090	)		(1,932,220	)

FINANCE COSTS		(9,752	)		(6,266	)		(252	)		(16,270	)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(315,732	)	$	(994,416	)	$	(638,342	)	$	(1,948,490	)

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

	Provision for genomic screening services		Trading of industrial chemicals		Investment holding		Total
	As of September 30, 2025

Segment assets	$	2,374,976	$	4,766,502	$	479,750	$	7,621,228

Included in the measure of segment assets are:
Addition to non-current assets other than financial instruments and deferred tax assets		-		35,994		-		35,994

	Provision for genomic screening services		Trading of industrial chemicals		Investment holding		Total
	As of December 31, 2024

Segment assets	$	2,652,754	$	6,788,302	$	992,792	$	10,433,848

Included in the measure of segment assets are:
Addition to non-current assets other than financial instruments and deferred tax assets		150,881		221,844		-		372,725

The Company had no inter-segment sales for the periods presented.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

NOTE 14 - SIGNIFICANT EVENTS

As stated in Note 12 – Stockholders’ Equity above, 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 Series Z Preferred Stock proportionately “mirrored” the votes placed by the common stockholders of the Company at the Special Shareholders’ Meeting. The Series Z Preferred Stock was automatically cancelled upon the approval of the Reverse Stock Split by the Company shareholders.

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 effect a reverse stock split of the Company’s outstanding shares of common stock, with a ratio ranging from one-for-five (1:5) to one-for-ten (1:10), with the exact ratio to be set at the discretion of the Board of Directors.

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

On July 30, 2025, the Company announced that it had entered into a non-binding term sheet with Fidelion Diagnostics Pte Ltd, a Singapore-based precision diagnostics company, regarding a proposed cross-equity investment and the grant to the Company of exclusive commercialization rights for Fidelion’s VitaGuard™ MRD platform in Southeast Asia. The transaction, which is subject to execution of definitive agreements, contemplates mutual equity investments, a license fee, and joint development of AI-powered cancer interception systems trained on VitaGuard™ longitudinal MRD datasets. The Company plans to initiate regulatory submissions in Singapore and Malaysia in 2026.

On July 31, 2025, our Board of Directors approved the strategic repositioning of Chemrex Corporation Sdn. Bhd. into a biotechnology-focused contract development and manufacturing organization (“CDMO”) and the staged wind-down of its specialty chemical operations. The Board authorized the reallocation of up to MYR 10 million toward financing the CDMO’s operational development, including facility upgrades, cleanroom infrastructure, and personnel recruitment.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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

(Unaudited)

NOTE 15 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2025 up through November 14, 2025 of these consolidated financial statements.

During the period, except as stated below, the Company did not have any material recognizable subsequent events.

On October 20, 2025, BioNexus Gene Lab Corp (Nasdaq: BGLC, “BGLC”, or the “Company”), announced that it had entered into a non-binding Strategic Partnership Term Sheet with BirchBioMed Inc. (“Birch”), a Canadian biopharmaceutical company developing regenerative treatments for organ fibrosis, topical scarring and autoimmune diseases.

Under the non-binding term sheet, BGLC would lead Birch’s USD $10 million upcoming financing round through a strategic equity investment and collaboration to accelerate commercialization of Birch’s FS2 (kynurenic acid) topical platform in Southeast Asia. The partnership is designed to combine BGLC’s regional market access and infrastructure with Birch’s novel science in dermal regeneration and fibrosis control.

Key Proposed Terms

Strategic Investment & Equity Exchange: BGLC would issue common shares representing 4.99 percent of its outstanding common shares to Birch as its lead investment in Birch’s current financing round. In consideration, Birch would issue 1.5 million common shares of Birch to BGLC.

Strategic Support: BGLC would provide Birch with market intelligence, regulatory and clinical-trial strategy guidance, and assistance in securing licensees and commercialization partners for the FS2 topical cream in Malaysia and Singapore.

Next Steps: Both parties intend to negotiate a definitive agreement containing customary representations, warranties, and closing conditions.

The Term Sheet is non-binding, except for its exclusivity and confidentiality provisions, which are binding for 60 days from execution. There can be no assurance that a definitive agreement will be executed or that the proposed transactions will be completed on the terms contemplated or at all.

On November 12, 2025, the Company filed a Form 8-K disclosing a Share Subscription and Shareholders’ Agreement (the “SSSA”) by and among Fidelion, the Company, Tongshu Biotechnology (Hong Kong) Co., Limited (“Tongshu”), Mr. Su-Leng Tan Lee, Molecule Bio LLC and Rainy Morning Technology (Hong Kong) Limited entered into that same date.

Pursuant to the SSSA, subject to certain conditions therein, the Company agreed to subscribe for newly issued ordinary shares of Fidelion such that the Company will hold at least 15.0% of Fidelion’s enlarged share capital at completion, in exchange for the Company issuing to Fidelion restricted shares representing 19.9% of the Company’s outstanding common stock (pre-issuance). Completion of the SSSA is subject to specified conditions precedent, including execution of a Southeast Asia intellectual property license between the Company and Fidelion and customary corporate and third-party consents. The SSSA acknowledges, on a non-mechanical basis, a targeted post-closing fully diluted capitalization in which Tongshu would hold approximately 30% equity of the Company and the Company would hold approximately 15% equity of Tongshu.

The broader transaction framework requires the negotiation, execution and closing of definitive agreements, including an exclusive intellectual property license for Southeast Asia between the Company and Fidelion and companion agreements between Fidelion and Wuxi Tongshu Biotechnology Co., Limited relating to intellectual property ownership and patent-support services. As of the date of this report, such agreements have not been executed, and the Company is not a party to the contemplated Fidelion–Tongshu agreements. There can be no assurance that any such agreements will be entered into on favorable terms, or at all, or that the conditions precedent to completion under the SSSA will be satisfied.

Please refer to the stated Form 8-K for more information concerning the transaction.

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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 September 30, 2025 and September 30, 2024, 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 fiscal period ended September 30, 2025, 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.

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Strong Liquidity Position and Clean Capital Structure

As of September 30, 2025, the Company had cash and cash equivalents of $1.36 million and total liquidity exceeding $5 million. “Total liquidity” is a management liquidity metric comprised of cash and cash equivalents, fixed deposits with original maturities greater than three months, investments in equity securities, 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 15 for subsequent‑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 $20 million ATM program with Maxim Group LLC under our recently filed (but not yet effective) S-3 registration statement are sufficient for at least 12 months.

Development and Focus 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.

As disclosed elsewhere herein, on November 12, 2025, the Company entered into a Share Subscription and Shareholders’ Agreement (the “SSSA”) by and among Fidelion, the Company, Tongshu Biotechnology (Hong Kong) Co., Limited (“Tongshu”), Mr. Su-Leng Tan Lee, Molecule Bio LLC and Rainy Morning Technology (Hong Kong) Limited.

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 by 2026.

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 September 30, 2025 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. Our investments in digital healthcare, sustainable materials, and blockchain-based treasury solutions provide a forward-leaning platform for innovation. In particular, the Company’s recently adopted Ethereum-focused treasury strategy, approved by the Board in March 2025, aligns BGLC with a transformational global financial infrastructure. This strategy not only enhances capital efficiency through potential staking yield but also signals the Company’s commitment to institutional-grade innovation and regulatory alignment, especially given our Wyoming incorporation, which provides a favorable blockchain legal environment.

We believe this multi-pronged approach, centered on financial resilience, operational efficiency, and innovation, will allow the Company to deliver long-term shareholder value and act swiftly in a rapidly evolving global market.

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.

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Our leadership team remains fully committed and confident in maintaining robust compliance with Nasdaq listing standards. We view compliance as fundamental to our growth strategy and market credibility. Our proactive compliance approach, prudent capital market strategies, and transparent shareholder communication reflect management's dedication to safeguarding shareholder value and company reputation.

Recent Developments.

(a) Advisory Agreement

On July 1, 2024, the Company entered into an advisory service agreement with Maxim Group LLC (“Maxim”) to provide merger and acquisition (M&A) services, general financial advisory services, and investment banking services to the Company. The Company issued 300,000 shares of our common stock to Maxim for such service. If at any time during the term of the agreement or within twelve months from the effective date of the termination of the agreement, the Company proposes to effect a public offering of its securities on a US exchange, private placement of securities or other financing, the Company shall offer to retain Maxim as sole book running manager of such offering, or as its exclusive placement or sales agent in connection with such financing or other matter, upon such terms as the parties may mutually agree.

(b) Strategic Investment into Ascension Innovation Sdn Bhd. by our subsidiary, MRNA Scientific Sdn. Bhd.

Pursuant to a Form 8-K filed on April 18, 2024, the Company announced a strategic investment in Ascension Innovation Sdn Bhd (AISB), a privately held Malaysian company.

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.

As disclosed elsewhere herein, on November 12, 2025, the Company filed a Form 8-K disclosing a Share Subscription and Shareholders’ Agreement (the “SSSA”) by and among Fidelion, the Company, Tongshu Biotechnology (Hong Kong) Co., Limited (“Tongshu”), Mr. Su-Leng Tan Lee, Molecule Bio LLC and Rainy Morning Technology (Hong Kong) Limited.

Pursuant to the SSSA, the Company agreed to subscribe for newly issued ordinary shares of Fidelion such that the Company will hold at least 15.0% of Fidelion’s enlarged share capital at completion, in exchange for the Company issuing to Fidelion restricted shares representing 19.9% of the Company’s outstanding common stock (pre-issuance). Completion of the SSSA is subject to specified conditions precedent, including execution of a Southeast Asia intellectual property license between the Company and Fidelion and customary corporate and third-party consents. The SSSA acknowledges, on a non-mechanical basis, a targeted post-closing fully diluted capitalization in which Tongshu would hold approximately 30% equity in the Company and the Company would hold approximately 15% in Tongshu.

Please refer to the stated Form 8-K for more information concerning the transaction.

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

On November 5, 2024, the Board of Directors of the Company appointed Ms. Jook Yuen Low as an independent director to the Board, effective immediately. Ms. Low has also been assigned to serve as a member of the Audit Committee and the Nomination & Corporate Governance Committee, bringing her expertise in corporate governance, legal compliance, and audit oversight. Ms. Low will serve in her capacity until the next annual meeting of shareholders.

Ms. Low, age 46 holds a Bachelor of Laws (LL.B) and a Master of Business in Public Relations from the Queensland University of Technology, Australia. She was called to the Bar as an Advocate & Solicitor of the High Court of Malaya in 2004. Currently, Ms. Low is a partner at the law firm Azura Mokhtar & Low. Her legal career spans over 20 years, during which she has gained substantial experience in conveyancing, corporate law, and wealth management consulting. Her expertise includes advising on property, real estate, banking transactions, and corporate agreements such as shareholders’ agreements, joint ventures, and power of attorney.

There is no arrangement or understanding between the new director and any other person pursuant to which the new director was selected to be a director of the Company.

Ms. Low will receive the standard independent director compensation set by the Compensation Committee of the Company, which is $1,000 USD per month.

Except as stated above, there is no material plan, contract or arrangement (whether or not written) to which the new director is a party or in which each party participates that is entered into or a material amendment in connection with the triggering event or any grant or award to any such covered person or modification thereto, under any such plan, contract or arrangement in connection with any such event.

Additionally, the Board has re-appointed Mr. Su-Leng Tan Lee as Secretary of the Company and has appointed him as President, effective immediately. No change has been made to his compensation package as a result of his appointments.

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, effective immediately.

Ms. Chong, age 62, has over 25 years of senior financial leadership experience, including serving as the Chief Financial Officer of Avillion Berhad from 2013 until November 2024. She is a member of the Association of Chartered Certified Accountants (ACCA) and the Malaysian Institute of Accountants (MIA), and brings deep expertise in corporate financial reporting, internal controls, and regional operations oversight.

Ms. Chong will concurrently serve as Chief Financial Officer of the Company’s wholly-owned subsidiary, MRNA Scientific Sdn. Bhd., and will perform the responsibilities of the Principal Financial Officer of BioNexus Gene Lab Corp. in accordance with U.S. federal securities laws and Nasdaq rules. For additional details, refer to the Company’s Current Report on Form 8-K filed June 17, 2025.

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.

(e) Internal Controls Enhancement

During and subsequent to the reporting period ending September 30, 2025, 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.

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.

(f) Reverse Stock Split

On March 19, 2025, the "Company held a Special Meeting of Shareholders (the "Meeting") to approve a reverse stock split of the Company’s outstanding shares of common stock, with a ratio ranging from one-for-five (1:5) to one-for-ten (1:10), with the exact ratio to be set at the discretion of the Board of Directors. 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.

(g) 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 (“SEC”) to register up to $100 million of securities that may be offered from time to time. The Company concurrently entered into an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (the “Agent”), pursuant to which the Company may offer and sell, from time to time, shares of its common stock, no par value (the “Common Stock”), having an aggregate offering price of up to $20,000,000 through the Agent, acting as the Company’s exclusive sales agent (the “ATM Program”).

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:

	September 30,		December 31,
	2025		2024
Period ended September 30, 2025 /Year-ended December 31, 2024 US$1: MYR exchange rate		4.2080		4.4755

	January 1,		January 1,
	2025 to		2024 to
	September 30,		September 30,
	2025		2024
9 months average US$1: MYR exchange rate		4.3249		4.6327

Table of Contents

Results of Operations for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 (unaudited).

The following table sets forth key selected financial data for the three months and nine months ended September 30, 2025 and 2024.

Consolidated

	Three months ended						Nine months ended
	September 30,						September 30,
	2025			2024			2025			2024

REVENUE (including $25,649 and $23,456 of revenue from related parties for the three months period ended September 30, 2025 and 2024 respectively, including $57,632 and $65,380 of revenue from related parties for the nine months period ended September 30, 2025 and 2024 respectively)	$	2,543,823		$	2,630,376		$	6,941,151		$	6,986,791
		-			-
COST OF REVENUE (including $7,233 and $192,171 of cost of revenue from related parties for the three months period ended September 30, 2025 and 2024, respectively, including $9,404 and $293,770 of cost of revenue from related parties for the nine months period ended ended September 30, 2025 and 2024, respectively)		(2,166,138	)		(2,303,840	)		(5,851,951	)		(6,006,504	)
					-
GROSS PROFIT		377,685			326,536			1,089,200			980,287
					-
OTHER INCOME					-
Dividend income		4,192			38,826			21,752			59,653
Interest income		20,778			35,022			74,114			113,744
Fair value gain on investments in equity securities		-			69,765			28,256			243,083
Gain on disposal of investments in equity securities		42,376			20,800			42,376			35,098
Reversal of expected credit losses		-			257,986			94,912			842,401
Others		40,414			43,128			147,231			103,500
TOTAL OTHER INCOME		107,760			465,527			408,641			1,397,479

OPERATING EXPENSES
Sales and marketing		(551,569	)		(1,245,456	)		(1,700,691	)		(1,535,821	)
Research and development		(14,876	)		(10,442	)		(39,572	)		(30,115	)
General and administrative (including $1,065 and $1,006 of rental expenses to related party for the three months period ended September 30, 2025 and 2024, respectively, including $3,156 and $1,006 of rental expenses to related party for the nine months period ended September 30, 2025 and 2024, respectively)		(445,691	)		(792,413	)		(1,354,357	)		(1,667,036	)
Fair value loss on investments in equity securities		-			(79,000	)		(119,499	)		(179,433	)
Provision for expected credit losses		(175,818	)		(2,374	)		(215,942	)		(122,843	)
TOTAL OPERATING EXPENSES		(1,187,954	)		(2,129,685	)		(3,430,061	)		(3,535,248	)

LOSS FROM OPERATIONS		(702,509	)		(1,337,622	)		(1,932,220	)		(1,157,482	)

FINANCE COSTS		(6,482	)		(6,193	)		(16,270	)		(15,334	)

LOSS BEFORE TAX		(708,991	)		(1,343,815	)		(1,948,490	)		(1,172,816	)

Tax expense		-			(1,555	)		-			(77,207	)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(708,991	)	$	(1,345,370	)	$	(1,948,490	)	$	(1,250,023	)

Other comprehensive income
Foreign currency translation gain		3,216			1,046,789			442,453			839,344

COMPREHENSIVE LOSS	$	(705,775	)	$	(298,581	)	$	(1,506,037	)	$	(410,679	)

Earnings per share - Basic and diluted		(0.395	)		(0.749	)		(1.085	)		(0.704	)
Weighted average number of common stocks outstanding, Basic and Diluted #		1,796,597			1,796,766			1,796,597			1,776,766

# 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, on a retroactive basis as described in Note 12.

Table of Contents

Three Months Ended September 30, 2025 compared with the Three Months Ended September 30, 2024.

	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 for period ended September 30, 2025						Three months for period ended September 30, 2024

REVENUE	$	4,768		$	2,539,055		$	2,563		$	2,627,813

COST OF REVENUE		(864	)		(2,165,274	)		(2,118	)		(2,301,722	)

GROSS PROFIT		3,904			373,781			445			326,091

OTHER INCOME
Dividend income		-			4,192			-			38,826
Interest income		18,552			2,226			19,224			15,798
Fair value gain on investments in equity securities		-			-			-			69,766
Gain on disposal of investments in equity securities		-			42,376			-			20,800
Reversal of expected credit losses		-			-			-			257,986
Others		3,549			36,865			3,548			39,579
TOTAL OTHER INCOME		22,101			85,659			22,772			442,755

OPERATING EXPENSES
Sales and marketing		(30,211	)		(508,683	)		(24,625	)		(1,195,502	)
Research and development		(14,876	)		-			(10,442	)		-
General and administrative		(55,835	)		(205,740	)		(255,477	)		(175,667	)
Fair value loss on investments in equity securities		-			-			-			(79,000	)
Provision for expected credit losses		-			(175,818	)		-			(2,374	)
TOTAL OPERATING EXPENSES		(100,922	)		(890,241	)		(290,544	)		(1,452,543	)

LOSS FROM OPERATIONS		(74,917	)		(430,801	)		(267,327	)		(683,697	)

FINANCE COSTS		(3,115	)		(3,165	)		(3,764	)		(2,415	)

LOSS BEFORE TAX		(78,032	)		(433,966	)		(271,091	)		(686,112	)

Tax expense		-			-			-			(1,555	)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(78,032	)	$	(433,966	)	$	(271,091	)	$	(687,667	)

Table of Contents

Revenue. For the current quarter ended September 30, 2025, we had total revenue of $2,543,823 as compared to total revenue of $2,630,376 for the same quarter in the previous year. This represents a decrease of 3.3% for the reasons discussed below.

MRNA Scientific contributed $4,768 (0.2%) of the total revenue for the current quarter ended September 30, 2025, as compared to revenue of $2,563 (0.1%) of the total revenue from the same quarter in the previous year, representing an increase of 86%. The increase in revenue was mainly attributable to more client referrals from diagnostic centers.

Chemrex contributed $2,539,055 (99.8%) of the total revenue for the current quarter ended September 30, 2025 as compared to revenue of $2,627,813 (99.9%) of the total revenue for the same quarter in the previous year. The 3.4% decrease in revenue was mainly attributable to a lower sales volume during the current quarter.

Cost of Revenue. For the current quarter ended September 30, 2025, we incurred $2,166,138 in cost of revenues, as compared to $2,303,840 for the same quarter in the previous year. The decrease of 6% was for the reasons discussed below.

MRNA Scientific had incurred $864 (0%) of the total cost of revenues during the current quarter ended September 30, 2025. This represents a decrease of 59.2% as compared to $2,118 (0.1%) for the same quarter in the previous year. The decrease in cost of revenues for the current quarter is primarily due to reclassification of certain costs previously charged under cost of revenue to the R&D department. Specifically, costs associated with the BGS test were shared and reclassified.

Chemrex incurred $2,165,274, representing 100% of the total cost of revenue for the current quarter ended September 30, 2025. This represents a 5.9% decrease compared to $2,301,722 (99.9%) for the same quarter in the previous year. The decrease in cost of revenue was primarily due to the weaker USD during the current quarter.

Gross Profit. For the current quarter ended September 30, 2025, we had total gross profit of $377,685 as compared to $326,536 in the previous year’s same quarter. This represents an increase of 15.7% for the reasons discussed below.

MRNA Scientific contributed $3,904 (1%) of the total gross profit of $377,685 for the current quarter ended September 30, 2025 as compared to gross profit of $445 (0.1%) of the total gross profit for the same quarter in the previous year, representing a 777.3% increase. The increase in gross profit during the current quarter was primarily due to higher revenue, along with laboratory costs being reallocated to the R&D department for BGS tests.

Chemrex contributed $373,781 (99%) of the total gross profit for the current quarter ended September 30, 2025 as compared to $326,091 (99.9%) of the total gross profit for the same quarter in the previous year. This represents an increase in gross profit of 14.6% mainly due to sales with a product mix with higher margin of sale

Other Income. For the current quarter ended September 30, 2025, other income was $107,760, compared to $465,527 for the same quarter in the previous year. This represents a decrease of 76.9% for the reasons discussed below.

MRNA Scientific contributed $22,101 (20.5%) of total other income for the current quarter ended September 30, 2025 as compared to $22,772 (4.9%) of the other income for the same quarter in the previous year. This represents a decline of 2.9% mainly due to the drop in USD interest rates, which led to lower interest income from fixed deposits.

Chemrex contributed $85,659 (79.5%) of total other income for the current quarter ended September 30, 2025 as compared to $442,755 (95.1%) of the total other income for the same quarter in the previous year. This represents a decrease of 80.65%. The decrease for the current quarter was primarily due to lower bank interest earnings and dividends received from investment, a decrease in fair value gains on investments in equity securities, the absence of fair value gain on investments in equity securities and the reversal of expected credit losses.

Table of Contents

Operating Expenses. For the current quarter ended September 30, 2025, total operating expenses amounted to $1,187,954 compared to $2,129,685 for the same quarter in the previous year. This represents a decrease of 44.2% primarily attributed to the decrease in sales and marketing expenses and general and administrative, partially offset by an increase in research and development expenses and provision for expected credit losses and the absence of fair value loss on investment in equity securities, The breakdown of the expenses are as follows:

Sales and Marketing Expenses decreased significantly to $551,569 for the current quarter ended September 30, 2025, compared to $1,245,456 in the previous year’s same quarter, a decrease of 55.7%. This decrease was primarily attributable to lower compensation expense at the Chemrex subsidiary. The details by entity are as follows:

Chemrex incurred $508,683 (92.2%) of the total combined sales and marketing expenses of $551,569 for the current quarter ended September 30, 2025, compared to $1,195,502 (96%) of the total combined sales and marketing expenses of $1,245,456 for the same quarter in the previous year. This represents a decrease of 57.5%, mainly attributable to the reduction in officer/directors’ remuneration, including associated statutory employment contributions. To a lesser extent, the decrease was also due to the completion of a one-year contract for services that terminated in the third quarter of this year.

MRNA Scientific incurred $30,211 (5.5%) of the total combined sales and marketing expenses of $551,569 for the current quarter ended September 30, 2025, compared to $24,625 (2%) of the total combined sales and marketing expenses of $1,245,456 for the same quarter in the previous year. This represents an increase of 22.7% mainly due to the increase in the directors’ remuneration as a result of additional scope of work being undertaken by such directors related to the recently announced business developments.

BGLC, the parent company, incurred $12,675 (2.3%) of the total combined sales and marketing expenses of $551,569 for the current quarter ended September 30, 2025, compared to $25,329 (2%) of the total combined sales and marketing expenses of $1,245,456 for the same quarter in the previous year. This represents a decrease of 50% in sales and marketing expenses for the current quarter ended September 30, 2025. The decrease was primarily due to lower overseas travelling expenses and investor relations costs during the current quarter.

Research and Development Expenses: For the current quarter ended September 30, 2025, MRNA Scientific incurred $14,876 (100%), compared to $10,442 (100%) for the same quarter in the previous year. This represents an increase of 42.5%, primarily due to the cost of reagents for BGS tests under R&D activities.

General and Administrative Expenses: For current quarter ended September 30, 2025, the total general and administrative expenses amounted to $445,691, compared to $792,413 for the same quarter in the previous year, a decrease of $346,722 or 43.76%. The details by entity are as follows:

MRNA Scientific incurred $55,835 (12.5%) of the total combined general and administrative of $445,691 for the current quarter ended September 30, 2025, compared to $255,477 (32.2%) of the total combined general and administrative expenses of $792,413 for the same quarter in the previous year representing a decrease of 78.1%. The significant decrease was primarily attributable to the reduction in unrealized foreign exchange losses during the current quarter. In the corresponding quarter of the previous year, unrealized foreign exchange losses amounted to $207,405.

Chemrex incurred $205,740 (46.2%) of the total combined general and administrative expenses of $445,691, compared to $175,667 (22.2%) of the total combined general and administrative expenses of $792,413 for the same quarter in the previous year, an increase of 17.12%. The increase was primarily due to losses of realized and unrealized foreign exchange during the period and transport charges.

BGLC, the parent company, incurred $184,116 (41.3%) of total general and administrative of $445,691 for the current quarter ended September 30, 2025, compared to $361,269 (45.6%) of the total combined general and administrative expenses of $792,413 for the same quarter in the previous year. This represents a decrease of 49% was primarily due to the absence of share-based compensation expenses during the current quarter, which for the previous year was incurred due to consulting agreements entered into in 2024.

Fair value loss on investments in equity securities: For the current quarter ended September 30, 2025, Chemrex did not recognize any fair value loss on investments in equity securities, compared to a fair value loss of $76,000 (100% of the total) for the same quarter in the previous year. This represents a 100% reduction due to the full disposal of equity investments during the current quarter.

Loss from Operations. We had a loss from operations of $702,509 for the current quarter ended September 30, 2025, as compared to a loss of $1,337,622 for the same quarter in the previous year. The loss from operations is due to the reasons discussed above.

Income tax expense. For the current quarter ended September 30, 2025, there is no provision of income tax expense for Chemrex as compared to tax expenses of $1,555 for the same quarter in the previous year.

Foreign currency exchange gain. We are exposed to fluctuations in foreign exchange rates on the revaluation of monetary assets and liabilities denominated in currencies other than the US Dollar. Therefore, any change in the relevant exchange rate would require us to recognize a transaction gain or loss on revaluation. For the current quarter ended September 30, 2025, we experienced a foreign currency gain of $3,216 as compared with a foreign currency gain of $1,046,789 for the same quarter in the previous year.

Provision for expected credit losses. For the current three month period ended September 30, 2025, Chemrex has made an additional provision of $175,818 (100% of the total), compared to $2,374 (100% of the total) for the same period in the previous year. This represents a 7,306% increase. The significant increase was primarily due to a higher provision recognized for trade receivables, reflecting increased credit risk exposure and updated assessments of customer payment behavior during the current quarter.

Table of Contents

Nine Months Ended September 30, 2025 compared with the Nine Months Ended September 30, 2024.

	MRNA Scientific and Chemrex Corporation
	Provision for genomic screening services			Trading of industrial chemicals			Provision for genomic screening services			Trading of industrial chemicals
	Nine months period ended September 30, 2025						Nine months period ended September 30, 2024

REVENUE	$	11,302		$	6,929,849		$	11,224		$	6,975,567

COST OF REVENUE		(4,995	)		(5,846,956	)		(6,723	)		(5,999,781	)

GROSS PROFIT		6,307			1,082,893			4,501			975,786

OTHER INCOME
Dividend income		-			21,752			-			59,653
Interest income		63,646			10,468			80,161			33,583
Fair value gain on investments in equity securities		-			28,256			-			243,083
Gain on disposal of investments in equity securities		-			42,376			-			35,098
Reversal of expected credit losses		-			94,912			-			842,401
Others		10,919			136,312			18,669			84,831
TOTAL OTHER INCOME		74,565			334,076			98,830			1,298,649

OPERATING EXPENSES
Sales and marketing		(86,275	)		(1,577,214	)		(78,741	)		(1,419,201	)
Research and development		(39,572	)		-			(30,115	)		-
General and administrative		(261,005	)		(492,464	)		(366,906	)		(427,829	)
Fair value loss on investments in equity securities		-			(119,499	)		-			(179,433	)
Provision for expected credit losses		-			(215,942	)		-			(122,843	)
TOTAL OPERATING EXPENSES		(386,852	)		(2,405,119	)		(475,762	)		(2,149,306	)

(LOSS)/PROFIT FROM OPERATIONS		(305,980	)		(988,150	)		(372,431	)		125,129

FINANCE COSTS		(9,752	)		(6,266	)		(8,360	)		(6,848	)

(LOSS)/PROFIT BEFORE TAX	$	(315,732	)	$	(994,416	)		(380,791	)		118,281

Tax expense		-			-			-			(77,207	)

NET (LOSS)/PROFIT ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(315,732	)	$	(994,416	)	$	(380,791	)	$	41,074

Table of Contents

Revenue. For the current nine month period ended September 30, 2025, we had total revenue of $6,941,151, compared to total revenue of $6,986,791 for the same period in the previous year. This represents a decrease of 0.7% for the reasons discussed below.

MRNA Scientific contributed $11,302 (0.2%) of the total revenue for the current nine month period ended September 30, 2025, as compared to revenue of $11,224 (0.2%) of the total revenue from the same period in the previous year, representing an increase of 0.7%. The slight increase in revenue was primarily attributed to client referrals from diagnostic centers.

Chemrex contributed $6,929,849 (99.8%) of the total revenue for the current nine month period ended September 30, 2025 as compared to $6,975,567 (99.8%) of the total revenue for the same period in the previous year. The decrease in revenue of 0.66%, was mainly attributable to a lower sales volume during the current period due to seasonal variations.

Cost of Revenue. For the current nine month period ended September 30, 2025, we incurred $5,851,951 in cost of revenues, as compared to $6,006,504 for the same period in the previous year. The decrease in cost of revenue of 2.57% was due to the reasons discussed below.

MRNA Scientific had incurred $4,995 (0.1%) of the total cost of revenues during the current nine month period ended September 30, 2025, representing a decrease of 25.7% compared to $6,723 (0.1%) for the same period in the previous year. The decrease was primarily due to the reclassification of reagent costs related to the BGS test from cost of revenues to the R&D department.

Chemrex had incurred $5,846,956 (99.9%) of the total cost of revenue during the current nine month period ended September 30, 2025. This represents a marginal reduction of 2.55% compared to $5,999,781 (99.9%) for the same period in the previous year. The decrease was primarily due to the lower sales and weaker USD during the current period.

Gross Profit. For the current nine month period ended September 30, 2025, we had total gross profit of $1,089,200 as compared to gross profit of $980,287 for the same period in the previous year. This represents a increase of 11.11% for the reasons discussed below.

MRNA Scientific had a gross profit of $6,307 (0.6%) of the total gross profit for the current nine month period ended September 30, 2025, as compared to $4,501 (0.5%) of the total gross profit for the same period in the previous year, representing a increase of 40.1% due to the reallocation of reagent costs to the R&D department for BGS tests.

Chemrex contributed $1,082,893 (99.4%) of the total gross profit for the current nine month period ended September 30, 2025, as compared to $975,786 (99.5%) of the total gross profit for the same period in the previous year. The gross profit increased by 10.98% for the current period due to decrease in cost of revenue as the product mix included products that generated a higher margin of sales as compared to the previous period.

Other Income. For the current nine month period ended September 30, 2025, we had $408,641 other income as compared to $1.397,479 for the same period in the previous year. This represents a decrease of 70.76% for the reasons discussed below.

MRNA Scientific had $74,565 (18.2%) for the current nine month period ended September 30, 2025, as compared to $98,830 (7.1%) for the same period in the previous year, representing a decrease of 24.6%. The decrease was primarily due to a decline in USD fixed deposit interest rates and a reduction in fixed deposit placements. In addition, no foreign exchange gains were recognized from foreign currency accounts held in Malaysia during the current period, unlike in the same period in the previous year.

Chemrex contributed $334,076 (81.8%) of other income for the current nine month period ended September 30, 2025, as compared to $1,298,649 (92.9%) for the same period in the previous year. This represents a decrease of 74.28% primarily due to lower income derived from bank interest earnings and dividends received, fair value gains on investments in equity securities and gains recognized on disposal of equity securities. The Company also has a lower amount of expected credit losses reversal for the current period.

Table of Contents

Operating Expenses. For the current nine month period ended September 30, 2025, total operating expenses amounted to $3,430,061 representing a decrease of 2.98% compared to $3,535,248 for the same period in the previous year. The decrease was primarily attributed to the decrease in general and administrative expenses and fair value loss on investment in equity securities, partially offset by an increase in sales and marketing expenses, research and development expenses and the provision for expected credit losses, The breakdown is as follows:

Sales and Marketing Expenses increased to $1,700,691 for the current nine month period ended September 30, 2025, compared to $1,535,821 in same period in the previous year. This represents an increase of 10.73% primarily attributable to higher compensation expense at the Chemrex subsidiary (92.7%). The details by entity are as follows:

Chemrex incurred $1,577,214 (92.7%) of total combined sales and marketing expenses of $1,700,691 for the current nine month period ended September 30, 2025, compared to $1,419,201 (92.4%) of the total combined sales and marketing expenses of $1,535,821 for the same period in the previous year. This represents an increase of 11.13%, primarily due to higher officer/directors’ remuneration, which includes associated statutory employment contributions.

MRNA Scientific incurred $86,275 (5.1%) of the total combined sales and marketing expenses of $1,700,691 for the current nine month period ended September 30, 2025, compared to $78,741 (5.1%) of the total combined sales and marketing expenses of $1,535,821 for the same period in the previous year. This represents an increase of 9.6% due to the increase in directors’ remuneration as a result of additional scope of work undertaken by such directors.

BGLC, the parent company, incurred $37,202 (2.2%) of the total combined sales and marketing expenses of $1,700,691 for the current nine month period ended September 30, 2025, compared to $37,879 (2.5%) of the total combined sales and marketing expenses of $1,535,821 for the same period in the previous year. This represents a decrease of 2%. The slight decrease was primarily due to the absence of investor relations costs during the current period.

Research and Development Expenses: For the current nine month period ended September 30, 2025, MRNA Scientific incurred $39,572 (100% of the total), compared to $30,115 (100% of the total) for the same period in the previous year. This reflects an increase of 31.4% primarily due to the cost of reagents for BGS tests under R&D activities.

General and Administrative Expenses: For the current nine month period ended September 30, 2025, the total general and administrative expenses amounted to $1,354,357, compared to $1,667,036 for the same period in the previous year. This represents a decrease of 18.76%. The details by entity are as follows:

MRNA Scientific incurred $261,005 (19.3%) of the total combined general and administrative of $1,354,357 for the current nine month period ended September 30, 2025, compared to $366,906 (22%) of the total combined general and administrative expenses of $1,667,036 for the same period in the previous year representing a decrease of 28.9%. The decrease was mainly attributable to lower unrealized foreign exchange losses during the current period.

Chemrex incurred $492,464 (36.4%) of the total combined general and administrative expenses of $1,354,357, for the current nine month period ended September 30, 2025, compared to $427,829 (26%) of the total combined general and administrative expenses of $1,667,036 for the same period in the previous year The increase of 15.11%, was mainly attributed to realized and unrealized foreign exchange losses, higher staff salaries, increased transport charges, additional costs related to the disposal of chemical waste, and increased training expenses.

BGLC, the parent company, incurred $600,888 (44.3%) of total general and administrative of $1,354,357 for the current nine month period ended September 30, 2025, compared to $872,301 (52%) of the total combined general and administrative expenses of $1,667,036 the same period in the previous year. This represents a decrease of 31.11% mainly due to lower legal fees and share base compensation.

Fair value loss on investments in equity securities: For the current nine month period ended September 30, 2025, Chemrex incurred a loss on investment in equity securities of $119,499 (100% of the total), compared to $179,433 (100% of the total) for the same period in the previous year, reflecting a decrease of 33.4%. The reduction was primarily attributable to the Company fully divesting its equity investments, resulting in no equity holdings during the current period.

Provision for Expected Credit Losses: For the current nine month period ended September 30, 2025, Chemrex has made an addition provision of $215,942 (100% of the total), compared to $122,843 (100% of the total) for the same period in the previous year, represents an increase of 75.80%.

The significant increase was primarily due to a higher provision recognized for trade receivables, reflecting increased credit risk exposure and updated assessments of customer payment behavior during the current quarter.

Loss from Operations. We had a loss from operations of $1,932,220 for the current nine month period ended September 30, 2025 as compared to loss of $1,157,482 for the same period in the previous year. The losses incurred were mainly due to the reasons discussed above.

Income tax expense. For the current nine month period ended September 30, 2025, we had no tax provision as compared to the same period in the previous year in which Chemrex has made a tax provision of $77,207.

Foreign currency translation gain. We are exposed to fluctuations in foreign exchange rates on the revaluation of monetary assets and liabilities denominated in currencies other than the US Dollar. Therefore, any change in the relevant exchange rate would require us to recognize a transaction gain or loss on revaluation. For the current nine-month period ended September 30, 2025, we experienced a foreign currency gain of $442,453 as compared of $839,344 for the same period in the previous year.

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LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2025, we had working capital of $4,948,779 compared with working capital of $5,479,146 as of December 31, 2024. The decrease in working capital was due principally to operational losses, undertaking strategic investments, and expansion of operations in line with the Company’s overall strategic plans.

Our primary uses of cash had been for operations and strategic investments. The main sources of cash were generated from operational revenues, the private placement of our common stock, and the proceeds of our public offering. The following trends could result in a material decrease in our liquidity over the near to long term:

	·	Addition of administrative and marketing personnel as the business grows,
	·	Increases in advertising and marketing in order to attempt to generate more revenues, and
	·	The cost of being a public company.

The Company believes that cash flow from operations together will be sufficient to sustain its current level of operations for at least the next 12 months of operations.

The following is a summary of the Company’s cash flows (used in) / generated from operating, investing, and financing activities for the nine months ended September 30, 2025, and 2024

	Nine months ended
	September 30,
	2025			2024

Net cash used in operating activities	$	(2,799,444	)	$	(2,312,463	)
Net cash generated from / (used in) investing activities		950,468			(136,200	)
Net cash generated from financing activities		32,297			146,362
Foreign currency translation adjustment		286,805			449,940
Net Change in Cash and Cash Equivalents	$	(1,529,874	)	$	(1,852,361	)

Operating Activities

During the nine months ended September 30, 2025, the Company incurred a net loss of $(1,948,490) which, after adjusting for amortization, depreciation, dividend income, allowances for expected credit losses, recovery for expected credit losses, fair value loss on investment in equity securities, gain on disposal on share investment, an increase in trade and other receivables, a decrease in inventories, advance payment from customer, trade and other payables, and operating lease liabilities, resulted in net cash of $(2,799,444) being used in operating activities during the nine months ended September 30, 2025.

By comparison, during the same period last year, the Company incurred a net loss of $(1,250,023) which, after adjusting for amortization, depreciation, dividend income, allowances for expected credit losses, recovery for expected credit losses, fair value gain on share investment, gain on disposal on share investment, loss arising from settlement of supplier contract dispute, a decrease in trade and other receivables and operating lease liabilities, an increase in inventories, advance payment from customer and a substantial reduction in trade and other payables, resulted in net cash of $(2,312,463) being used in operating activities during the nine months ended September 30, 2024.

Investing Activities

During the nine months ended September 30, 2025, the Company recorded net cash generated from investing activities of $950,468, primarily due to proceeds from disposal of investments in equity securities of $1,020,873 and dividend income of $21,752, partially offset by the purchase of plant and equipment totaling $(35,994), acquisition of investments in equity securities of $(9,064) and a change in fixed deposits placed for more than three months of $(47,099).

By comparison, during the same period last year, the Company had net cash of $(136,200) used in investment activities from proceeds from disposal of share investments of $494,741, refund from settlement of supplier contract dispute at $78,787 and dividend income of $59,653, partially offset by acquisition of share investment of $(486,170), a change in fixed deposits placed for more than three months of $(60,244) and purchase of plant and equipment of $(222,967).

Financing Activities

During the nine months ended September 30, 2025, the Company had net cash of $32,297 generated from financing activities. This was primarily due to advances from directors of $32,802 and payment of $(505) related to the rounding down of 169.30 fractional shares resulting from a 1 to 10 reverse stock split at a price of $2.98 per share.

By comparison, during the same period in the previous year, the Company had net cash of $146,362 generated from financing activities for advances from directors of $5,362 and share-base compensation of $141,000

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 September 30, 2025, 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 due to the reasons noted below with respect to our wholly owned subsidiary, Chemrex Corporation Sdn. Bhd.

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 noted below with respect to our wholly owned subsidiary, Chemrex.

Our independent Audit Committee oversaw an investigation into certain governance irregularities at the subsidiary level.

Identified Deficiency at Subsidiary Level

During the quarter, the Company’s independent registered public accounting firm communicated to management a concern regarding the sufficiency of internal financial controls at Chemrex. The identified issues relate primarily to documentation standards, delegation of transaction approval authority, and the timeliness of internal reporting.

While the Company’s management, in consultation with the Audit Committee, has determined that the deficiency does not rise to the level of a material weakness as defined in Rule 13a-15(f), it has been classified as a significant deficiency in the design and operation of internal control over financial reporting at the subsidiary level.

Remediation Plan

In response to the identified deficiency, the Company has initiated a remediation plan that includes the following actions:

	·	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 subsidiary transactions by the Audit Committee;
	·	Initiation of an internal audit of Chemrex procurement and contracting procedures; and
	·	The appointment of additional directors to the board of Chemrex Corporation Sdn. Bhd., one of whom is the Company’s Chief Financial Officer, to strengthen governance oversight at the subsidiary level;

BioNexus Gene Lab Corp 10-Q