BGLC 10-K & 10-Q changes, risk factors and insider trading
BioNexus Gene Lab Corp · Nasdaq · Services-Medical Laboratories · CIK 1737523 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “Proactive Risk Management and Mitigation Strategies”
Removed heading “Recent business decisions regarding the Cryptocurrency Industry.”
Removed heading “Risk related to Nasdaq compliance due to board changes.”
Removed heading “We may face shareholder rejection of unratified transactions.”
Largest changes
“All sectors of the economy in 2023 across Malaysia saw their supply chains interrupted, demand for their products and services decline, shortages in supplies and inputs. We will emerge in a very different world compared to the one before the outbreak. All organizational functions are intended to prioritize and optimize spending or postpone tasks that will not bring value in the current environment. It created serious consequences because various businesses are facing massive losses due to their declining activities and the accompanying unpredictable future of many businesses. …”see in full comparison
“Currently, there are no governmental regulations that materially restrict our screening business in Malaysia. MRNA Scientific’s laboratory in Malaysia was established through an invitation by the Malaysian Health Minister alongside a government grant of $1,250,000. MRNA Scientific’s screening tests have gone through preclinical and clinical trials involving private hospitals and government agencies including the Institute of Medical Research (IMR), Malaysian Biotechnology Corporation (BiotechCorp) and the Clinical Research Centre (CRC). …”see in full comparison
“Recent business decisions regarding the Cryptocurrency Industry.”see in full comparison
Full comparison: every changed paragraph (28)
Proactive Risk Management and Mitigation Strategies
The Company employs comprehensive risk management practices designed to proactively identify, mitigate, and manage key operational, financial, and strategic risks. While the following section transparently outlines potential risks to our business, investors are encouraged to consider our proactive, robust risk management processes, which significantly reduce the likelihood and potential impact of these risks.
We are an early commercial-stage company andthat has a limited operating history. Our limited operating history may make it difficult to evaluate our current businessbusiness, and this makes predictions about our future success or viability subject to significant uncertainty. In combination with other anticipated increased operating expenses in connection with becoming a public company, these anticipated changes in our operating expenses may make it difficult to evaluate our current business, assess our future performance relative to prior performance and accurately predict our future performance.
Our competitiveness and growth depend on our ability to fund our capital expenditures. We cannot assure you that itwe will be able to fund our capital expenditures at reasonable costs due to adverse macroeconomic conditions, our performance or other external factors.
In the future, we expect to incur significant costs in connection with its operations. We intend to expand our business through increased marketing efforts of MRNA Scientific and Chemrex. We also expect to incur costs related to the marketing of the VitaGuard™ platform in the ASEAN market. These development activities generally require a substantial investment before we can determine commercial viability, and the proceeds of this offering will not be sufficient to fully fund these activities. We expect to need to raise additional funds through public or private equity or debt financings, collaborations or licensing arrangements to continue to fund or expand our operations.
We have devoted substantial resources to the development and commercialization of the products of MRNA Scientific and Chemrex.Chemrex and we intend to devote substantial resources toward the VitaGuard™ platform. For the last three fiscal years, we have not achieved profitable operations. Accordingly, we might not become profitable for any future period. Our failure to achieve profitability would negatively affect our business, financial condition, results of operations, and cash flows. If we are unable to execute our sales and marketing strategy and our products are unable to gain sufficient acceptance in the market, we may be unable to generate sufficient revenues to sustain our business.
Recent business decisions regarding the Cryptocurrency Industry.
The Company had made recent announcements during fiscal year 2025 concerning its decision to explore business opportunities in the crypto market. The Company currently is in the process of developing its business plans and strategies in an effort to enhance shareholder value. These plans and strategies are preliminary in nature and we can not predict whether we will be successful in these endeavors.
Our operations and performance depend significantly on economic conditions. Global financial conditions continue to be subject to volatility arising from international geopolitical developments and global economic phenomenon, as well as general financial market turbulence and natural phenomena such as the COVID-19 pandemic. Uncertainty about global economic conditions could result in:
Currently, there are no governmental regulations that materially restrict our screening business in Malaysia. MRNA Scientific’s laboratory in Malaysia was established through an invitation by the Malaysian Health Minister alongside a government grant of $1,250,000. MRNA Scientific’s screening tests have gone through preclinical and clinical trials involving private hospitals and government agencies including the Institute of Medical Research (IMR), Malaysian Biotechnology Corporation (BiotechCorp) and the Clinical Research Centre (CRC). The findings of the preclinical and clinical trials are published in peer reviewed journals such as the Journal of Molecular and Cellular Cardiology, and Physiological Genomics. Once published, MRNA Scientific would do confirmational tests before applying for commercialization. MRNA Scientific’s Malaysian lab is currently national operating under an operating license granted by the city of Kuala Lumpur.
Currently, there are no governmental regulations that affect Chemrex’s business in Malaysia and it may continue to operate under an operating license granted by the Kajang Town Hall of Selangor, Malaysia. Future legislation or regulations could increase Chemrex’s costs of doing business or otherwise prevent us from carrying out the expansion of its business.
We do not carry insurance for all categories of risk that our business may encounter. Although MRNA Scientific intendintends to obtain some form of business interruption insurance in the future, there can be no assurance that we will secure adequate insurance coverage or that any such insurance coverage will be sufficient to protect our operations to significant potential liability in the future. Any significant uninsured liability may require us to pay substantial amounts, which would adversely affect our financial position and results of operations.
As a public company, we may become subject to the Section 404 of the Sarbanes-Oxley Act, or SOX 404, which requires that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 10-K and in our quarterly report on Form 10-Q if we are qualified as an accelerated filer.
We are currently a “smaller reporting company”, meaning that we are not an investment company, an asset- backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and annual revenues of less than $50.0 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company,” at such time as we cease being an “emerging growth company,” we will be required to provide additional disclosure in our SEC filings. However, similar to an “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.
Biotechnology is a rapidly changing field that continues to transform both in scope and impact. Well-funded established molecular labs are gathering big data on health records, genomics, lifestyle information that led to new health solutions. Digitization is revolutionizing health care, allowing for patient reported symptoms, health outcome to be captured as mineable data. MRNA ScientificScientific, as well as our rights to the recently acquired VitaGuard™, could losebe outsubject to its competitors’ exponential growth of competitors if we are unable to establish distribution networks with medical centers, pharmaceutical groups and other molecular laboratories synergistically in sharing customers and big data.
As there are no governmental regulations that materially restrict our screening business in Malaysia, MRNA Scientific has not conducted clinical trials on its biomarkers. While MRNA Scientific believes that its tests help detect the potential risk of different diseases, the specificity and sensitivity of those tests have not been determined in clinical trials let alone those that meet the scope or standards of clinical trials that would satisfy regulators in the United States or the European Union. If MRNA Scientific were to conduct such clinical trials, the results might prove to be less successful than we anticipate, and such tests might not be approved for sale in markets that require such clinical trials.
MRNA Scientific will develop any tests that meet its desired target product profile and address the relevant clinical need or commercial opportunity;
MRNA Scientific currently only uses open-source software for Covid- 19, HPV, HIV, and Dengue screenings. For screening process on cancers, inflammatory diseases and osteoarthritis, MRNA Scientific uses company proprietary algorithm software for data analysis and interpretation established by Co-founder Professor CC Liew.
As MRNA Scientific plans to set up RNA screening labs operations in Indonesia,markets Middleoutside East,of USA,Malaysia. China and Germany, ifIf approved, itsthese businessesoperations arewill be subject to risks associated with doing business outside Malaysia including an increase in the Company’s expenses, diversion of the Company’s management’s attention from the research and development of additional diseases/disorders risk detection or forgoing profitable licensing opportunities in these economies.
Demand for most of Chemrex’s products is cyclical in nature and sensitive to general economic conditions. Chemrex’s business supports cyclical industries such as the construction, energy, appliance and medical devices. As a result, downturns in the Malaysian economy, the global economy or any of these industries could materially adversely affect Chemrex’s results of operations, financial condition and cash flows.
Demand for most of Chemrex’s products is cyclical in nature and sensitive to general economic conditions. Chemrex’s business supports cyclical industries such as the construction, energy, appliance and medical devices. As a result, downturns in the Malaysian economy, the global economy or any of these industries could materially adversely affect Chemrex’s results of operations, financial condition and cash flows. Despite the Global Economy currently experiencing instability and a potential downturn, we are confident that Chemrex can do better in 2024 with increased marketing and portfolio development made possible by the additional investment capital from our Initial Public Offering. Recently, the Prime Minister of Malaysia, along with the appropriate Ministries have announced hundreds of billions of Ringgit Malaysia (RM) in foreign investment, including the areas of high-tech materials and composites such as those which Chemrex specialises in, and we expect that this will have a positive boost on the potential for revenue generation for Chemrex. The boosts in the tourism and public transportation industry will push up the FRP material usage for industrial needs. Nonetheless, even with this economic recovery, challenges from ongoing uncertainties, both in Malaysia and in other regions of the world, remain. We are seeing recoveries in various sectors since the post-pandemic lows.
Risk related to Nasdaq compliance due to board changes.
In 2024, the Company experienced changes in its Board composition, including the resignation of two directors and the appointment of one new independent director. While the Company has taken steps to maintain compliance with Nasdaq’s corporate governance requirements, including reconstituting its committees, there is a risk that future turnover or timing delays in appointments could lead to non-compliance with Nasdaq Listing Rule 5605. Such non-compliance could adversely affect the Company’s continued listing status.
We may face shareholder rejection of unratified transactions.
As stated in Item 1, Recent Events, “D – Chemrex Governance” above, certain Chremrex transactions were undertaken in fiscal year 2024 by Chemrex management which required shareholder approval. These transactions will be presented for ratification at an upcoming Chemrex shareholder meeting which will occur later in 2025. Failure to resolve these issues at the shareholder meeting could result in negative governance consequences.
As part of ongoing corporate governance reforms authorised by the Audit Committee, including the appointment of an Internal Auditor, the Audit Committee has resolved to present the following matters for shareholder ratification: (i) unauthorized director remuneration increases, (ii) payments to Mr. Wong Kim Hai, and (iii) the procurement arrangement with Quote Me Sdn. Bhd. If these transactions are not ratified, the Company may be required to reverse entries, record impairments, or initiate recovery actions, all of which could negatively affect our financial condition, governance credibility, or operational continuity.
All sectors of the economy in 2023 across Malaysia saw their supply chains interrupted, demand for their products and services decline, shortages in supplies and inputs. We will emerge in a very different world compared to the one before the outbreak. All organizational functions are intended to prioritize and optimize spending or postpone tasks that will not bring value in the current environment. It created serious consequences because various businesses are facing massive losses due to their declining activities and the accompanying unpredictable future of many businesses. A substantial decrease has been observed in overall spending, which resulted in an array of estimated long-term uncertainty impacts. Consequently, many businesses and firms closed, and employees were dismissed. Towards a new recovery phase in 2023, most businesses and organizational functions were prioritizing our spending or postponing any tasks and events that do not bring any value to the current situation because even when the challenges are successfully addressed, this will not guarantee any promising future. Hence, we were alerted about the available survival strategies to sustain us throughout this unforeseen circumstance and in the future. A “new normal” indicates how we should digest the current situation and initiate a business growth pattern. Returning to the pre-pandemic business pattern will take time and depends on the government’s response to the population health and socioeconomic demands arising due to the pandemic.
Volatility in our sharesshare price may subject us to securities litigation.
Management's Discussion & Analysis (MD&A)
New heading “The following discussion and analysis of the Company’s financial condition and results of operations should be read together with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this Annual Report.”
New heading “Corporate Actions”
New heading “Share Subscription and Shareholders’ Agreement (the “SSSA”)”
New heading “Exclusive Southeast Asia License Agreement (‘License Agreement”) with Fidelion”
New heading “ARC Group International Equity Purchase Agreement”
New heading “Critical Accounting Policies and Estimates”
New heading “Current Expected Credit Losses”
New heading “Cost of Revenues”
New heading “Operating Expenses”
New heading “Loss from Operations”
New heading “Foreign Currency Translation Gain”
New heading “Cost of Revenues and Gross Margin”
New heading “Sales and Marketing”
New heading “Research and Development”
New heading “General and Administrative”
New heading “Share-based Compensation”
New heading “Provision for Expected Credit Losses”
New heading “Loss Before Taxes”
New heading “Income Tax Expense”
Largest changes
“Management’s current plans to address liquidity include maintaining and improving Chemrex operating performance, controlling discretionary expenditures, continuing remediation efforts intended to strengthen internal controls and governance, and pursuing external financing and capital markets transactions where available. However, there can be no assurance that additional financing, if needed, will be available on acceptable terms or at all. The use of equity financing could be dilutive to existing shareholders, while debt financing could impose restrictive covenants or other limitations.”see in full comparison
“The following discussion and analysis of the Company’s financial condition and results of operations should be read together with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this Annual Report.”see in full comparison
“On December 27, 2024, the Company received a written notice from the Nasdaq Hearings Panel (the “Panel”) indicating that the Company has been granted a temporary exception to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share (the “Bid Price Rule”). The Company has until May 1, 2025, to regain compliance. …”see in full comparison
“In response, on November 8, 2024, the Company submitted a formal request for a hearing before a Nasdaq Hearings Panel to appeal the delisting determination. The Nasdaq Hearings Department has acknowledged receipt of the Company’s hearing request, which stays the suspension of trading of the Company’s common stock pending a decision by the Panel. The Company intends to present a compliance plan at the hearing, including potential corrective actions such as a reverse stock split, among other strategic initiatives, to regain compliance with Nasdaq’s listing standards.”see in full comparison
“On November 5, 2024, the Company received a notification from the Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company’s common stock will be delisted from the Nasdaq Capital Market due to its failure to comply with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1 per share. The Company had been provided two consecutive 180-day grace periods, ending on November 4, 2024, to regain compliance but was unable to meet the requirement within the designated period.”see in full comparison
“As mentioned herein, from late 2023 through the second quarter of 2025, the Company faced potential Nasdaq delisting due to its “Bid Price” deficiency. The Company shareholders approved a 1 for 10 reverse split of its common stock in March 2025, which was filed with the State of Wyoming on April 7, 2025. The Company subsequently remedied its Bid Price deficiency with Nasdaq.”see in full comparison
Full comparison: every changed paragraph (145)
The following discussion and analysis of the Company’s financial condition and results of operations should be read together with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this Annual Report.
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 years ended December 31, 2024 and December 31, 2023, respectively. This information should be read in conjunction with the consolidated financial statements and notes to the financial statements that are included elsewhere herein. The 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.
BioNexus Gene Lab Corp. conducts operations through Chemrex Corporation Sdn. Bhd. and MRNA Scientific Sdn. Bhd. Chemrex is engaged in the distribution of industrial chemical raw materials, and MRNA Scientific is engaged in blood-based genomic screening services and related diagnostics activities.
During fiscal year 2025, the Company’s results were affected primarily by lower sales volume at Chemrex, lower other income compared to fiscal year 2024 due mainly to a smaller reversal of expected credit losses, higher holding-company general and administrative expenses, and financing and strategic transactions involving Fidelion Diagnostics Pte. Ltd., ARC Group International Ltd., and the Company’s at-the-market offering program.
Management’s principal areas of focus during fiscal year 2025 included liquidity management, remediation of internal control and governance issues identified at Chemrex, support for ongoing subsidiary operations, and the evaluation of strategic opportunities in diagnostics-related businesses.
Going Concern and Liquidity Considerations
We ended 2025 with positive working capital, and our liquidity remains dependent on continued management of operating cash usage, the performance of Chemrex, and access to capital. At December 31, 2025, we had working capital of $4,927,781, compared to $5,479,146 at December 31, 2024. The year-over-year decline reflected operating losses, expenditures relating to strategic initiatives, and continued public-company and holding-company costs.
Management’s current plans to address liquidity include maintaining and improving Chemrex operating performance, controlling discretionary expenditures, continuing remediation efforts intended to strengthen internal controls and governance, and pursuing external financing and capital markets transactions where available. However, there can be no assurance that additional financing, if needed, will be available on acceptable terms or at all. The use of equity financing could be dilutive to existing shareholders, while debt financing could impose restrictive covenants or other limitations.
During the fiscal year ended December 31, 2024, 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.
Strong Liquidity Position and Clean Capital Structure
As of December 31, 2024, the Company had cash and cash equivalents of $4.37 million and total liquidity exceeding $6 million, including cash and cash equivalents and short-term liquid investments. 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.
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
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.
Corporate Actions
(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 agreed and issued 300,000 shares of our common stock to Maxim for such service. Pursuant to the agreement, Maxim agrees to return a proportionate number of the shares to the company if Maxim is in material breach of the agreement.
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.
(c) Notification of Delisting and StayRemedy of Suspension.Delisting
As mentioned herein, from late 2023 through the second quarter of 2025, the Company faced potential Nasdaq delisting due to its “Bid Price” deficiency. The Company shareholders approved a 1 for 10 reverse split of its common stock in March 2025, which was filed with the State of Wyoming on April 7, 2025. The Company subsequently remedied its Bid Price deficiency with Nasdaq.
On November 6, 2023, the Company reported that it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) regarding the Company’s failure to comply with Nasdaq Continued Listing Rule (“Rule”) 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share. A failure to comply with Rule 5550(a)(2) exists when listed securities fail to maintain a closing bid price of at least $1.00 per share for 30 consecutive business days.
Under Rule 5810(c)(3)(A), the Company automatically was provided a period of 180 calendar days, until May 6, 2024, to regain compliance.
The Company then applied to Nasdaq to receive an additional 180 calendar days to regain compliance. On August 8, 2024, the Company received notification from Nasdaq that the compliance period has been extended to November 4, 2024. If at any time during this 180-day period the closing bid price of the Company’s securities is at least $1.00 for a minimum of ten consecutive business days, the Company’s compliance will be regained.
On November 5, 2024, the Company received a notification from the Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company’s common stock will be delisted from the Nasdaq Capital Market due to its failure to comply with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1 per share. The Company had been provided two consecutive 180-day grace periods, ending on November 4, 2024, to regain compliance but was unable to meet the requirement within the designated period.
In response, on November 8, 2024, the Company submitted a formal request for a hearing before a Nasdaq Hearings Panel to appeal the delisting determination. The Nasdaq Hearings Department has acknowledged receipt of the Company’s hearing request, which stays the suspension of trading of the Company’s common stock pending a decision by the Panel. The Company intends to present a compliance plan at the hearing, including potential corrective actions such as a reverse stock split, among other strategic initiatives, to regain compliance with Nasdaq’s listing standards.
On December 27, 2024, the Company received a written notice from the Nasdaq Hearings Panel (the “Panel”) indicating that the Company has been granted a temporary exception to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share (the “Bid Price Rule”). The Company has until May 1, 2025, to regain compliance. As part of this compliance plan, the Company effected a reverse stock split, which became market effective on April 7, 2025, which resulted in every ten (10) shares immediately prior to the market effectiveness being consolidated into one (1) share on the market effective date. The company will have to close above the minimum bid price of $1 for a total of 10 trading days from the market effective date to regain compliance. Failure to regain compliance by May 1, 2025, will result in the delisting of the Company’s common stock from The Nasdaq Capital Market.
(d) Appointment of director, committee appointments, and appointment of officers On November 5, 2024, the Board of Directors of the Company appointed Ms. Jook Yuen Low as an independent director to the Board, effective immediately. Ms. 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.
(e) Internal Controls Enhancement
During and subsequent to the reporting period ending September 30, 2024, 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
OnAs referenced above, on March 19, 2025, the "Company held a Special Meeting of Shareholders (the "Meeting") to approve a reverse stock split of the Company’s outstanding shares of common stock, with a ratio ranging from one-for-five (1:5) to one-for-ten (1:10), with the exact ratio to be set at the discretion of the Board of Directors. 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.
Share Subscription and Shareholders’ Agreement (the “SSSA”)
On November 12, 2025, the Company entered into a Share Subscription and Shareholders’ Agreement (the “SSSA”) by and among Fidelion, the Company, Tongshu Biotechnology (Hong Kong) Co., Limited (“Tongshu”), Mr. Su-Leng Tan Lee, Molecule Bio LLC and Rainy Morning Technology (Hong Kong) Limited.
Pursuant to the SSSA, the Company agreed to subscribe for newly issued ordinary shares of Fidelion such that the Company will hold at least 15.0% of Fidelion’s enlarged share capital at completion, in exchange for the Company issuing to Fidelion 392,329 shares of common stock (which represents 19.9% of the Company’s outstanding common stock as of such date). 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.
Exclusive Southeast Asia License Agreement (‘License Agreement”) with Fidelion
Pursuant to a Form 8-K filed on November 28, 2025, the Company announced that it has entered into a Licensing Agreement with Fidelion. In consideration for the license, the Company agreed to pay Fidelion a total license fee of $2,000,000 in 24 equal monthly instalments and committed to purchase at least $500,000 in value of VitaGuard™ reagents and system component during the first 24 months following the effective date.
ARC Group International Equity Purchase Agreement
On November 28, 2025, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with ARC Group International Ltd. (“ARC”), the parent of ARC Group Securities, a FINRA registered broker/dealer. Under the terms of the Purchase Agreement, ARC has committed to purchase, from time to time at the Company’s discretion, up to $500,000,000 of the Company’s common stock, no par value per share (“Common Stock”), over a 36-month period (the “Facility”).
Under the Facility, the Company, in its sole discretion and subject to the terms and conditions of the Purchase Agreement, may direct ARC to purchase registered shares of Common Stock at a purchase price equal to a specified discount to the prevailing volume-weighted average price during an agreed pricing period, the discount being between 3.0% and 3.5%. ARC may not purchase shares under the Facility that would result in its beneficial ownership exceeding 9.99% of the Company’s then-outstanding Common Stock and is prohibited from short selling or hedging transactions involving the Company’s securities.
As consideration for ARC’s commitment under the Facility, the Company issued to ARC 175,000 shares of Common Stock (the “Commitment Shares”) on November 26, 2025.
In 2024,2025, our Audit Committee, composed solely of independent directors,Committee undertook a comprehensive review of historical transactions at our wholly owned subsidiary, Chemrex Corporation Sdn. Bhd., following concerns raised about internal control procedures and board authorization. The review identified the following material items:
As a result of these findings, the Board, in coordination with the Audit Committee, is implementing enhanced governance controls, updating approval workflows, and reviewing subsidiary-level delegations of authority. These steps are intended to strengthen oversight and align our corporate governance practices with Nasdaq and SEC expectations. In addition, at this time, the Company is assessing its claims against the former Chemrex officers.
On March 5, 2025, the Company announced its Ethereum-focused treasury strategy. This decision marked the Company as the first Nasdaq-listed company to exclusively prioritize Ethereum (ETH) as a strategic treasury asset, and is in line with recent announcements of Ethereum being included in the US “Crypto Strategic Reserve.”
The Company published its “Ethereum Strategy Whitepaper” on that same date, which is available https://www.bionexusgenelab.com/ethstrategy.
On March 7, 2025, we announced our strategic partnership with ML Tech to optimize the BGLC’s Ethereum-based growth strategies. ML Tech is an AI-driven wealth management platform for digital assets regulated by the National Futures Association (NFA), and is headquartered in Miami, Florida. This collaboration follows the announced Ethereum treasury strategy by BGLC, marking its commitment to technological and financial innovation.
On March 5, 2025, the Company announced its new Ethereum-focused treasury strategy. This decision marks the Company as the first Nasdaq-listed company to exclusively prioritize Ethereum (ETH) as a strategic treasury asset, and is in line with recent announcements of Ethereum being included in the US “Crypto Strategic Reserve.” The Company published its “Ethereum Strategy Whitepaper” on that same date, which is available https://www.bionexusgenelab.com/ethstrategy. As part of this strategy, Company will explore Ethereum-based financial applications and innovative treasury management practices which includes external custodian evaluations and independent review of our ETH-related treasury policies. The Company also is evaluating opportunities to further integrate blockchain technology into its core technology operations. Additionally, we are assessing the potential impact of Wyoming’s stablecoin issuance framework, which could further support Ethereum’s role in the evolving digital finance landscape. Further, on March 7, 2025, we announced our strategic partnership with ML Tech to optimize the BGLC’s Ethereum-based growth strategies. ML Tech is an AI-driven wealth management platform for digital assets regulated by the National Futures Association (NFA), and is headquartered in Miami, Florida. This collaboration follows the announced Ethereum treasury strategy by BGLC, marking its commitment to technological and financial innovation.
Critical Accounting Policies and Estimates
In preparing our Consolidated Financial Statements in accordance with generally accepted accounting principles in the United States, and pursuant to the rules and regulation of the SEC, we make assumptions, judgments and estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. We evaluate our assumptions, judgments and estimates on a regular basis. We also discuss our critical accounting policies and estimates with the Audit Committee of the Board of Directors.
What changed in the latest 10-Q
Risk Factors
New heading “Our commercialization of VitaGuard depends on completion of customary post-closing verification, perfection and implementation work, as well as regulatory and operational readiness, and we may not generate revenue from the platform.”
Largest changes
“Although the Company believes the executed agreements provide a sufficient contractual basis to proceed with commercialization activities, uncertainties remain regarding the timing and completion of this verification, perfection and implementation work. …”see in full comparison
“Our commercialization of VitaGuard depends on completion of customary post-closing verification, perfection and implementation work, as well as regulatory and operational readiness, and we may not generate revenue from the platform.”see in full comparison
“The principal transaction agreements relating to VitaGuard, including the IPTA between Tongshu and Fidelion and the Company’s License Agreement with Fidelion, have been executed. The Company believes that it and Fidelion are entitled to rely upon the executed agreements in accordance with their terms. The transaction documentation and associated intellectual-property and technology packages are extensive and contain numerous representations, warranties, schedules, technical materials and delivery obligations. …”see in full comparison
see in full comparisonThereExcept as set forth below, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The risk factors described in our Form 10-K for the fiscal year ended December 31,20252025, together with the additional risk factor below, should be carefullyconsidered,consideredasbecause they could materially affect our business, financialcondition,condition and results of operations.
Full comparison: every changed paragraph (4)
ThereExcept as set forth below, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The risk factors described in our Form 10-K for the fiscal year ended December 31, 20252025, together with the additional risk factor below, should be carefully considered,considered asbecause they could materially affect our business, financial condition,condition and results of operations.
Our commercialization of VitaGuard depends on completion of customary post-closing verification, perfection and implementation work, as well as regulatory and operational readiness, and we may not generate revenue from the platform.
The principal transaction agreements relating to VitaGuard, including the IPTA between Tongshu and Fidelion and the Company’s License Agreement with Fidelion, have been executed. The Company believes that it and Fidelion are entitled to rely upon the executed agreements in accordance with their terms. The transaction documentation and associated intellectual-property and technology packages are extensive and contain numerous representations, warranties, schedules, technical materials and delivery obligations. The parties are continuing customary post-closing work to review and verify these materials, complete confirmatory assignments and applicable recordations, confirm chain-of-title documentation, and complete delivery and validation of technical documentation, standard operating procedures, software, source code, validation data, manufacturing and quality-control materials and regulatory documentation.
Although the Company believes the executed agreements provide a sufficient contractual basis to proceed with commercialization activities, uncertainties remain regarding the timing and completion of this verification, perfection and implementation work. Errors or omissions in transaction schedules, inaccuracies or breaches of representations and warranties, deficiencies in supporting documentation, delays in recordation or delivery, or disagreements regarding contractual obligations could delay regulatory preparation, validation, laboratory readiness or commercial launch; require additional expenditure or remedial documentation; result in disputes or claims; or delay, reduce or prevent revenue from VitaGuard. As of June 30, 2026, the parties were progressing these workstreams, and VitaGuard had not begun generating revenue for the Company. We cannot assure that all remaining work will be completed on the anticipated timetable or that VitaGuard will achieve regulatory acceptance, commercial adoption or profitability.
Management's Discussion & Analysis (MD&A)
New heading “Provision for Expected Credit Losses”
New heading “Loss Before Taxes”
New heading “Income Tax Expense”
New heading “Cost of Revenues and Gross Margin”
New heading “Research and Development”
New heading “General and Administrative”
Removed heading “Cost of Revenues”
Removed heading “Operating Expenses”
Removed heading “Loss from Operations”
Removed heading “Foreign Currency Translation Gain”
Removed heading “Sales and Marketing”
Largest changes
As ofsee in full comparisonMarchJune31,30, 2026, the Company had cash and cash equivalents of$2,397,977$2,391,945 (consisting of bank balances of$1,337,554,$1,232,658, and fixed deposit with original maturities of three months or less of$1,060,423$1,159,287) and total liquidityexceedingof$4million.$3.5 million. “Total liquidity” is a management liquidity metric comprised of cash and cash equivalents, fixed deposits with original maturities greater than three months, and trade receivables, net. See the Condensed Consolidated Balance Sheets and Note 2 (Summary of Significant Accounting Policies) for definitions of cash equivalents and fixed deposits. See also Note 17 for significant‑ events updates (the completed Fideliontermtransactionsheet;and the Board's authorization for management to explore ChemrexCDMOstrategic-developmentauthorizationopportunities) that may affect capital allocation and future liquidity planning.ThisManagementliquidityconsidersposition,thesecombined with minimal outstanding debtresources andaobligationssimplifiedwhencapitalassessingstructure,operatingprovides a solid foundation for operational continuity,requirements, strategicinvestments,investments and potentialM&Atransactions.activities.TheWeCompanybelievehadour capital structure - free ofno preferred stock, convertibledebt,debt or high-yield instruments-outstandingpositionsasusoffavorablyJuneto30,pursue2026.growthTheinitiativestiming and amount of any capital deployment will depend onshareholder-friendlytheterms.Company's commitments, liquidity requirements, due diligence and applicable approvals.
Full comparison: every changed paragraph (112)
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.currently, which was pioneered by BGLC’s founder, Prof. Choong-Chin Liew.
The corporate and principal office address of the Company and MRNA Scientific Malaysia is Unit A-28-7, Level 28, Tower A, Menara UOA Bangsar, No.5No. 5 Jln Bangsar Utama 1 ,1, Kuala Lumpur, Malaysia.,Malaysia. ourMRNA labScientific's laboratory is located at Lab 353, Chemical Science Centre, University Science Malaysia, George Town, Penang, Malaysia. AnotherMRNA labScientific's focuses on Covid-19 and colon cancer screening is locatedlaboratory at 4th floor, Lifecare Diagnostic Centre,Centre Kualais Lumpur,temporarily Malaysia.unavailable pending relocation and preparation for the contemplated VitaGuard testing regime and continued cooperation with Fidelion. Our telephone number is (+60) 18-2218762 and our website is www.bionexusgenelab.com.
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 MarchJune 31,30, 2026 and March 31, 2025, respectively. This information should be read in conjunction with the consolidated financial statements and notes to the financial statements that are included elsewhere herein. The consolidated financial statements presented herein (and to which this discussion relates) reflect the results of operations of the Company and its Malaysian subsidiaries. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
During the current quarter ended MarchJune 31,30, 2026, BioNexus Gene Lab Corp. ("BGLC", the “"Company”", “"we”", “"us”" or “"our”") continued to develop and refine its strategic focus across its three operational segments: healthcare diagnostics (through MRNA Scientific Sdn. Bhd.),Bhd., specialty chemicals (through Chemrex Corporation Sdn. Bhd.),Bhd., and innovation-focusedits ventures (including digital healthinvestment and blockchain-linkedstrategic-development financialactivities. strategiesManagement's priorities included modernizing and rebuilding the blood-based genomic screening (BGS). platform through GeneMatrix Systems, advancing VitaGuard commercialization planning with Fidelion, stabilizing Chemrex's core trading operations and collections, and evaluating strategic opportunities under disciplined capital-allocation criteria.
These activities remain subject to the technical, regulatory, financing, contractual and operational requirements, uncertainties and risks described in this report.
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.
Strong Liquidity Position and Clean Capital Structure
As of MarchJune 31,30, 2026, the Company had cash and cash equivalents of $2,397,977$2,391,945 (consisting of bank balances of $1,337,554,$1,232,658, and fixed deposit with original maturities of three months or less of $1,060,423$1,159,287) and total liquidity exceedingof $4million.$3.5 million. “Total liquidity” is a management liquidity metric comprised of cash and cash equivalents, fixed deposits with original maturities greater than three months, and trade receivables, net. See the Condensed Consolidated Balance Sheets and Note 2 (Summary of Significant Accounting Policies) for definitions of cash equivalents and fixed deposits. See also Note 17 for significant‑ events updates (the completed Fidelion termtransaction sheet;and the Board's authorization for management to explore Chemrex CDMOstrategic-development authorizationopportunities) that may affect capital allocation and future liquidity planning. ThisManagement liquidityconsiders position,these combined with minimal outstanding debtresources and aobligations simplifiedwhen capitalassessing structure,operating provides a solid foundation for operational continuity,requirements, strategic investments,investments and potential M&Atransactions. activities.The WeCompany believehad our capital structure - free ofno preferred stock, convertible debt,debt or high-yield instruments -outstanding positionsas usof favorablyJune to30, pursue2026. growthThe initiativestiming and amount of any capital deployment will depend on shareholder-friendlythe terms.Company's commitments, liquidity requirements, due diligence and applicable approvals.
In light of the recent governance enhancements and upcoming growth initiatives, including expansion into digital health and decentralized financial infrastructure, theThe Company iscontinues activelyto exploring additionalevaluate capital-raising mechanisms.alternatives, Thesewhich may include at-the-market offerings, private placements,placements or strategic financing arrangementsarrangements, subject to market conditions, corporate authorization, Nasdaq and SEC compliance.requirements and the Company's capital needs.
Management believes current cash and expected financing under our proposed up to $20 million ATM programProgram with Maxim Group LLC are sufficient to finance operations for at least the next 12 months.
Thereafter, onOn November 28, 2025, the Company completed athe Share Subscription and Shareholders’ Agreement with Fidelion,Fidelion amongand others.the other parties thereto. The partiesCompany also entered into an Intellectual Property License Agreement,Agreement pursuantwith toFidelion under which the Company obtained exclusiveexclusive, commercialperpetual commercialization rights tofor the VitaGuard™ Minimal Residual Disease (MRD) platform in theASEAN. ASEANVitaGuard region,is onbeing developed as a perpetual and exclusive basis. VitaGuard™ is a next-generation, AI-enabledliquid-biopsy platform for minimal residual disease (MRD) monitoring. Designed as a high-efficiency, high-fidelity liquid biopsy system, VitaGuard™ enables clinicians to detect early signs of cancer recurrence and support precision-treatment decision making.
In January 2026, the Company announced the formal commencement of the deployment phase for VitaGuard. During the quarter ended June 30, 2026, the Company’s activities remained focused on commercialization planning and implementation, including coordination with Fidelion, Tongshu Biotechnology (Hong Kong) Co., Limited (“Tongshu”) and Fidelion’s Chief Commercial Officer, as well as development of regulatory, laboratory and partner arrangements for a proposed rollout in ASEAN. The principal transaction agreements, including the IP and Technology Assignment Agreement between Tongshu and Fidelion (the “IPTA”) and the Company’s License Agreement with Fidelion, have been executed. The Company believes that it and Fidelion are entitled to rely upon the executed agreements in accordance with their terms. Because the transaction documentation and associated intellectual-property and technology packages are extensive and contain numerous representations, warranties, schedules, technical materials and delivery obligations, the parties are continuing customary post-closing review, verification, perfection, recordation, technical-delivery and implementation work. VitaGuard had not begun generating revenue for the Company as of June 30, 2026. The timing and completion of the remaining work are subject to uncertainties.
During and subsequent to the quarter, MRNA Scientific continued to modernize and rebuild the BGS platform through GeneMatrix Systems. The Company has built an enterprise version of GeneMatrix Systems and has completed internal workflow testing. MRNA Scientific is also developing a new report-presentation system intended to provide secure web and mobile access to screening reports, together with AI-assisted explanatory and companion features. The Company is targeting an initial release during the third quarter of 2026, subject to completion of security, privacy, validation, regulatory and management review.
Subsequent to the quarter, MRNA Scientific continued its cooperation with Fidelion. Following the working visit to Tongshu Gene facilities in Shanghai and Changzhou described in the Company's July 2026 press release, Dr. Muthu Meyyappan, Fidelion's Chief Commercial Officer, spent approximately three weeks in Malaysia working with MRNA Scientific and other project participants on commercialization planning, laboratory preparation, partner coordination and implementation planning for VitaGuard.
Chemrex Corporation Sdn. Bhd. continues to derive substantially all of its revenue from industrial chemical trading. The Board previously authorized management to explore potential contract development and manufacturing organization ("CDMO") opportunities and related facility, equipment and quality-system requirements. That authorization did not commit the Company to a definitive transition, and management retains discretion to proceed with, modify, partner in or discontinue the initiative based on feasibility, capital requirements, customer demand, regulatory and quality requirements and expected returns.
During the second quarter of 2026, Chemrex's core trading activity and gross margin improved sequentially, while the subsidiary continued collecting receivables outstanding at December 31, 2025. Chemrex nevertheless remained loss-making for the six-month period, and collections and recovered credit losses should not be viewed as recurring trading revenue. Management remains focused on rebuilding customer activity, maintaining collection discipline, strengthening credit controls and completing inventory verification.
In January 2026, the Company announced the formal commencement of the deployment phase for the VitaGuard™ MRD platform in connection with its licensing arrangement. In connection with the advancement of the MRD platform, during the current quarter, the Company has focused on its plans for commercialization in the ASEAN markets deepening its collaboration with Fidelion and its newly appointed Chief Commercial Officer, Dr Muthu Meyyappan. The Company also strengthened ties with the developer of the VitaGuard system, Tongshu Biotechnology (Hong Kong) Co., Limited (“Tongshu”) and is currently advancing plans to develop new testing facilities to enable the rollout of VitaGuard as a Laboratory Developed Test (“LDT”) in the ASEAN region.
Chemrex Corporation Sdn. Bhd., while currently deriving substantially all revenues from industrial chemical trading, has commenced a planned transition into a contract development and manufacturing organization (“CDMO”) model focused on biotechnology and high-technology manufacturing. The CDMO transition is being implemented in phases, beginning with facility upgrades, equipment procurement, and quality management system enhancements aimed at achieving Good Manufacturing Practice (GMP) certification. This shift is expected to result in a gradual reallocation of Chemrex’s revenue mix toward higher-margin biotech manufacturing contracts at some point in the future.
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 Asas of MarchJune 31,30, 2026 as the management is still reviewing multiple proposals and cash allocation strategies.
The Company continues to evaluate strategic partnerships and transactions, including potential mergers, acquisitions and joint ventures. Management's evaluation considers strategic fit, execution risk, capital requirements, potential contribution to revenue and cash flow, and expected effects on shareholders. Any transaction remains subject to available capital, due diligence, contractual and corporate approvals, applicable law and the risks described in this report.
During and subsequent to the quarter, the Company also developed an updated corporate website and presentation materials for proposed release during the third quarter of 2026, subject to final management, securities-counsel and technical review.
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.
The Company continues to monitor compliance with applicable Nasdaq listing standards as part of its governance and capital-markets activities. Future compliance will depend on continued satisfaction of Nasdaq's quantitative and qualitative requirements.
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.
(a) Strategic Alliance with Tongshu Biotechnology (Hong Kong) Co., Limited and Fidelion Diagnostics Pte Ltd The July 30, 2025 nonbinding term sheet was superseded by the definitive agreements completed on November 28, 2025, as described below. As of June 30, 2026, commercial sales of VitaGuard had not commenced and the Company had not generated revenue from the platform. The current implementation status and dependencies are described under “Focus and Development of Core Biotech Business” above.
(a) Strategic Alliance with Tongshu Biotechnology (Hong Kong) Co., Limited and Fidelion Diagnostics Pte Ltd As disclosed elsewhere herein, on July 30, 2025, the Company entered into a non-binding term sheet with Fidelion Diagnostics Pte Ltd (“Fidelion”) for a contemplated strategic cross-equity alliance and exclusive commercialization rights for Fidelion’s VitaGuard™ minimal residual disease (MRD) platform in Southeast Asia. Under the term sheet, the Company will acquire a strategic equity stake in Fidelion and Fidelion will receive an equity investment and license fee from the Company. The transaction is subject to execution of definitive agreements. VitaGuard™ is a tumor-naïve, liquid biopsy MRD platform capable of detecting cancer recurrence at variant allele frequencies as low as 0.02%, with cost per test expected to be under USD $300. The Company intends to lead regulatory submissions and a phased roll-out in Singapore and Malaysia, followed by expansion through ASEAN markets.
During and subsequent to the reporting period ended MarchJune 31,30, 2026, as a result of recent transactions occurring at its Chemrex subsidiary, the Company focused on enhancing its internal control environment and improving governance procedures within its Chemrex subsidiary. Following the internal review of these recent transactions, management has implemented additional protocols to strengthen compliance with corporate policies and regulatory requirements, particularly concerning related-party transactions and transaction authorization at the subsidiary level.
Results of Operations for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025 (unaudited).
The following table sets forth key selected financial data for the three months and six months ended MarchJune 31,30, 2026 and 2025.
Consolidated
Revenues
Revenues decreased by 99% for the current quarter ended March 31, 2026 compared to same quarter in the prior year primarily due to lower business volume at our Chemrex subsidiary. The significant drop in revenues results from the prior actions of the former management of Chemrex which negatively impacted Chemrex’s operations and profitability (See Item II Other Information – Part 1 Legal Proceedings herein). Following these actions, the Company has begun transitioning towards a new business model for Chemrex. This model includes expanding into different chemical types and exploring the Contract Development and Manufacturing Organization business. The Company intends to carry out its plans for the change in Chemrex’s operating model and is hopeful that this model will yield improved results in the future.
Cost of Revenues
Cost of revenue decreased by 99% for the current quarter ended March 31, 2026 compared to same quarter in the prior year primarily due to significantly lower revenues described above.
Other Income
Other income decreased by 37% for the current quarter ended March 31, 2026 compared to the same quarter in the prior year. Dividend, fair value gain on investment in equity securities and interest income were reduced due to divestments of equity securities owned and reduced term deposits held in interest bearing accounts.
Operating Expenses
Operating expenses decreased by 43% for the current quarter ended March 31, 2026 compared to same quarter in the prior year. The reason for the lower operating expenses for the current quarter was mainly due to lower sales and marketing expenses attributable to lower head count at Chemrex resulting from the change in management as well as reduced general administration expenses partially offset by higher provision of expected credit losses.
Loss from Operations
Our loss from operations was reduced by 12% due to the reasons outlined above.
Tax Expense
We had no tax expense for both current quarter ended March 31, 2026 and the same quarter in the prior year due to losses from our operating subsidiaries.
Foreign Currency Translation Gain
We are exposed to fluctuations in foreign exchange rates on the translation of monetary assets and liabilities denominated in currencies other than the US Dollar. Therefore, any change in the relevant exchange rate will require us to recognize a transaction gain or loss on revaluation. For the quarter ended March 31, 2026, we had foreign currency translation gain of $21,900 compared with foreign currency translation gain of $72,159 for same quarter in the previous year.
The following table sets forth key selected financial data for the three months ended MarchJune 31,30, 2026 and 2025.
Consolidated
The following table sets forth key selected financial data for the three months ended March 31, 2026 and 2025.
Revenues decreased by 96.63% for the current quarter ended June 30, 2026 compared to same quarter in the prior year.
Revenue for Chemrex decreased by 96.65% mainly due to lower business volume as a result of the actions of former management which occurred during the course of fiscal year 2025. These actions have negatively impacted Company and Chemrex’s operations and profitability (See Item II Other Information – Part 1 Legal Proceedings herein). Following these actions, the Company has begun transitioning towards a new business model for Chemrex. This model includes expanding into different chemical types and exploring the Contract Development and Manufacturing Organization business. The Company intends to carry out its plans for the change in Chemrex’s operating model and is hopeful that this model will yield improved results in the future.
Revenue for Chemrex, as discussed above, decreased by 98.99% mainly due to lower business volume as a result of the actions of former management which occurred during the course of fiscal year 2025, the results of which manifested this quarter.
The gross margin percentage for MRNA Scientific reduced slightly during the quarter ended March 31, 2026 compared to same quarter in the previous year mainly due to a different mix of services with lower gross margins.
TheCost grossof marginrevenue percentagedecreased by 96.66% for Chemrexthe is -6.66% during thecurrent quarter ended MarchJune 31,30, 2026 compared to same quarter in the previousprior year of 16.02% mainlyprimarily due to directsignificantly manufacturinglower costsrevenues despiteat lowChemrex, productionas volumes.described above.
Other Income
OtherThe incomegross margin percentage for MRNA Scientific reducedis lower during the quarter ended MarchJune 31,30, 2026 compared to same quarter in the previous year mainly due to a different mix of services with lower interestgross income derived from deposits held in interest bearing accounts.margins.
The gross margin percentage for Chemrex is 17.10% during the quarter ended June 30, 2026 compared to same quarter in the previous year of 16.27% mainly due to different mix of products with higher gross margins.
Other income decreased by 42.23% for the current quarter ended June 30, 2026 compared to the same quarter in the prior year.
ChemrexMRNA Scientific recorded lower other income during the quarter ended MarchJune 31,30, 2026 compared to same quarter in the previous year. Dividends,Fixed fair value gain on investment in equity securities andDeposit interest incomereceived werewas reducedlower mainly due to reductionsreduction in sharesfixed owneddeposit partlyplacement offsetand bylower higherinterest reversal of expected credit losses due to effort put into our collection.rate.
Chemrex recorded lower other income during the quarter ended June 30, 2026 compared to same quarter in the previous year. Dividends and fair value gain on investment in equity securities were reduced due to reductions in shares owned plus reduction in unrealised and realised foreign exchange, partly offset by higher reversal of expected credit losses due to effort put into our collection.
BGLC recorded other income of $46 during the current quarter primarily due to gain on realized foreign exchange.
Sales and Marketing
BGLC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-13 | Tan Lee Su-Leng |
Grant/award | 338,709 | — | — |
| 2026-08-13 | Yap Chee Keong |
Grant/award | 32,258 | — | — |
| 2026-08-13 | Bin Abdul Hamid Muhammad Azrul |
Grant/award | 32,258 | — | — |
| 2026-08-13 | Chong Set Fui |
Grant/award | 96,774 | — | — |
| 2026-08-13 | Low Jook Yuen |
Grant/award | 16,129 | — | — |
Well-known investors holding BGLC (13F)
None of the 59 investors we track reported a position in their latest 13F.