BGLC 10-Q
BioNexus Gene Lab Corp (BGLC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
OR
Commission File Number:
(Exact name of registrant as specified in its charter) |
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Incorporation or Organization) |
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+1
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer, “ “ accelerated filer, “ “non-accelerated filer ,” “ smaller reporting company, “ and “ emerging growth company “ in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of May 15, 2025, there were
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Table of Contents |
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains statements that may be deemed to be “forward-looking statements” within the meaning of the federal securities laws. These statements relate to anticipated future events, future results of operations and or future financial performance. In some cases, you can identify forward-looking statements by their use of terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “ought to,” “plan,” “possible,” “potentially,” “predicts,” “project,” “should,” “will,” “would,” negatives of such terms or other similar terms. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q include, without limitation, statements relating to:
| · | our goals and strategies; |
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| · | our future business development, results of operations and financial condition; |
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| · | our estimates regarding expenses, future revenues, capital requirements and our need for additional financing; |
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| · | our estimates regarding the market opportunity for our services; |
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| · | the impact of government laws and regulations; |
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| · | our ability to recruit and retain qualified personnel; |
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| · | our failure to comply with regulatory guidelines; |
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| · | uncertainty in industry demand; |
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| · | general economic conditions and market conditions in the financial services industry; |
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| · | future sales of large blocks or our securities, which may adversely impact our share price; and |
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| · | depth of the trading market in our securities. |
The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties, including those described in Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 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.
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| Table of Contents |
PART I — FINANCIAL INFORMATION
ITEM 1. Financial Statements
BIONEXUS GENE LAB CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2025 AND DECEMBER 31, 2024
(Currency expressed in United States Dollars (“US$”))
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ASSETS |
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CURRENT ASSETS |
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Cash and bank balances |
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Fixed deposits placed with financial institutions (including $ |
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Trade receivables, net of allowance for credit losses of $ |
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Other receivables, deposits and prepayments |
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Tax recoverable |
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Inventories |
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Total current assets |
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NON-CURRENT ASSETS |
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Operating lease right-of-use assets |
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Property, plant and equipment, net |
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Investments in equity securities |
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Total non-current assets |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES |
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Trade payables |
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Other payables and accrued liabilities |
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Current portion of operating lease liabilities |
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Advance payment from customer |
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Amount owing to directors |
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Total current liabilities |
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NON-CURRENT LIABILITIES |
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Non-current portion of operating lease liabilities |
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Deferred tax liabilities |
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Total non-current liabilities |
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TOTAL LIABILITIES |
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See accompanying notes to the consolidated financial statements.
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| Table of Contents |
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONT’D)
BIONEXUS GENE LAB CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2025 AND DECEMBER 31, 2024
(Currency expressed in United States Dollars (“US$”))
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STOCKHOLDERS’ EQUITY |
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As at March 31, 2025, common stock, no par value; |
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Additional paid in capital |
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Accumulated deficit |
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Accumulated other comprehensive losses |
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TOTAL STOCKHOLDERS’ EQUITY |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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* Issued and outstanding shares of common stock have been adjusted for the periods prior to July 20, 2023, to reflect the 12-for-1 reverse stock split effected on that date on a retroactive basis as described in Note 12.
See accompanying notes to the consolidated financial statements.
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| Table of Contents |
BIONEXUS GENE LAB CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
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REVENUE (including $16,070 and $34,086 of revenue from related parties for the period ended March 31, 2025 and 2024 respectively) |
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COST OF REVENUE (including $nil and $77,214 of cost of revenue from related parties for the periods ended March 31, 2025 and 2024, respectively) |
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GROSS PROFIT |
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OTHER INCOME |
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Dividend income |
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Interest income |
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Fair value gain on investments in equity securities |
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Gain on disposal of investments in equity securities |
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Reversal of expected credit losses |
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Others |
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TOTAL OTHER INCOME |
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OPERATING EXPENSES |
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Sales and marketing |
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Research and development |
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General and administrative (including $1,044 and $nil of rental expenses to related party for the periods ended March 31, 2025 and 2024, respectively) |
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Fair value loss on investments in equity securities |
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Provision for expected credit losses |
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TOTAL OPERATING EXPENSES |
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LOSS FROM OPERATIONS |
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FINANCE COSTS |
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LOSS BEFORE TAX |
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Tax expense |
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NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS |
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Other comprehensive income/(loss) |
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Foreign currency translation gain/(loss) |
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COMPREHENSIVE LOSS |
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Earnings per share - Basic and diluted |
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Weighted average number of common stocks outstanding, Basic and Diluted # |
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# Weighted average shares outstanding and per share amount have been adjusted for the periods shown to reflect the 12-for-1 reverse stock split effected on July 20, 2023, on a retroactive basis as described in Note 12.
See accompanying notes to the condensed consolidated financial statements.
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| Table of Contents |
BIONEXUS GENE LAB CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
AS OF MARCH 31, 2025 AND 2024
(Amount expressed in United States Dollars (“US$))
(Unaudited)
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Balance as of December 31, 2023 |
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Net loss for the period |
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Foreign currency translation loss |
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Balance as of March 31, 2024 |
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Share activity (number of shares or both number and amount of shares) has been adjusted for the periods shown to reflect the 12-for-1 reverse stock split effected on July 20, 2023, on a retroactive basis as described in Note 12.
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Balance as of December 31, 2024 |
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Net loss for the period |
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Foreign currency translation gain |
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Balance as of March 31, 2025 |
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See accompanying notes to the condensed consolidated financial statements.
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| Table of Contents |
BIONEXUS GENE LAB CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
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Cash flows from operating activities: |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Amortization of right-of-use asset |
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Allowances for expected credit losses |
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Recoveries for expected credit losses |
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Depreciation of property, plant and equipment |
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Dividend income |
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Fair value loss/(gain) on investments in equity securities |
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Gain on disposal of investments in equity securities |
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Operating loss before working capital changes |
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Changes in operating assets and liabilities: |
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Trade and other receivables |
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Trade and other payables |
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Advance payment from customer |
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Operating lease liabilities |
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Tax (liabilities)/recoverable |
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Net cash used in operating activities |
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Cash flows from investing activities: |
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Acquisition of investments in equity securities |
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Dividend income |
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Change in fixed deposits placed with original maturities more than three months |
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Purchase of plant and equipment |
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Proceeds from disposal of investment in equity securities |
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Net cash (used in)/generated from investing activities |
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Cash flows from financing activity |
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(Repayments)/Advances from Directors |
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Net cash (used in)/generated from financing activity |
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Foreign currency translation adjustment |
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NET CHANGE IN CASH AND CASH EQUIVALENTS |
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CASH AND CASH EQUIVALENTS, BEGINNING OF FINANCIAL PERIOD |
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CASH AND CASH EQUIVALENTS, END OF FINANCIAL PERIOD |
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CASH AND CASH EQUIVALENTS INFORMATION: |
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Fixed deposits placed with financial institutions with original maturities of three months or less |
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Cash at bank |
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Cash and cash equivalents, end of financial period |
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Supplementary cash flow information: |
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Interest paid |
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Income tax paid |
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See accompanying notes to the condensed consolidated financial statements.
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| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 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
On December 31, 2020, the Company consummated its acquisition of Chemrex Corporation Sdn. Bhd. (“Chemrex”), pursuant to a Share Exchange Agreement by and among the Company, Chemrex and the Chemrex shareholders wherein the Company acquired all the issued and outstanding shares of capital stock of Chemrex from the Chemrex shareholders in exchange for
The acquisition of Chemrex has been accounted for as a common control transaction as there is no change in the control over the assets acquired and liabilities assumed. The net assets are derecognized by the transferring entity (i.e. Chemrex) and recognized by the receiving entity (i.e. the Company). The difference between the consideration transferred and the carrying amounts of the net assets is recognized in equity.
The financial statements of the receiving entity report the results of operations for the period in which the transfer occurs as though the transfer of net assets or exchange of equity interests had occurred at the beginning of the period. Results of operations for that period will thus comprise those of the previously separate entities combined from the beginning of the period to the date the transfer is completed and those of the combined operations from that date to the end of the period. The comparative financial statements were not adjusted retrospectively as Chemrex was not under common control during the comparative period.
The corporate structure as at March 31, 2025 is depicted below:
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| BioNexus Gene Lab Corp. |
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| a Wyoming company |
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100% owned |
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| 100% owned | ||||
MRNA Scientific Sdn. Bhd. |
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| Chemrex Corporation Sdn. Bhd., | ||||
(formerly “Bionexus Gene Lab Sdn. Bhd.”), |
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| a Malaysian Company | ||||
a Malaysian company |
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BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.
· | Basis of presentation |
The accompanying condensed consolidated financial statements as of and for the three months ended March 31, 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 March 31, 2025 are not necessarily indicative of the results that may be expected for the period ending March 31,2025. The Condensed Consolidated Balance Sheet information as of March 31,2025 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.
· | 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 which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, for the period ended March 31, 2025, the Company recorded a net loss of $
· | 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.
· | 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.
| 10 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 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: |
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| |
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| Principal |
| |
Categories |
| Annual Rates |
| |
Air conditioner |
|
| % | |
Buildings |
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| % | |
Computer and software |
|
| % | |
Equipment |
|
| % | |
Furniture and fittings |
| % | ||
Lab Equipment |
|
| % | |
Motor vehicle |
| % | ||
Office equipment |
|
| % | |
Renovation |
| % | ||
Signboard |
|
| % | |
Solar PV System |
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| % | |
Machinery |
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| % | |
Leasehold lands are depreciated over the period of lease term. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. Freehold land is not depreciated. Property, plant and equipment under construction are not depreciated until the assets are ready for their intended use.
Maintenance and repairs are charged to operations as incurred. Expenditures which substantially increase the useful lives of the related assets are capitalized. When properties are disposed of, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is reported in the period the transaction takes place.
Fully depreciated plant and equipment are retained in the financial statements until they are no longer in use.
| 11 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 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; |
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· | identify the performance obligations in the contract; |
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· | determine the transaction price; |
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· | allocate the transaction price to performance obligations in the contract; and |
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· | recognize revenue as the performance obligation is satisfied. |
The Company records revenue at point in time which is recognized upon goods delivered or services rendered.
· | Shipping and handling fees |
Shipping and handling fees, if billed to customers, are included in revenue. Shipping and handling fees associated with inbound and outbound freight are expensed as incurred and included in selling and distribution expenses.
| 12 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
· | 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.
· | Income taxes |
Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose uncertain tax positions taken in their financial statements or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
The Company conducts major businesses in Malaysia and is subject to tax in their own jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.
· | Net earnings or loss per share |
The Company calculates net earnings or loss per share in accordance with ASC Topic 260 “Earnings per share.” Basic earnings or loss per share is computed by dividing the net earnings or loss by the weighted average number of common shares outstanding during the period. Diluted earnings or loss per share is computed similar to basic earnings or loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
· | Foreign currencies translation |
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.
The functional currency of the Company is the United States Dollar (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the subsidiaries maintain their books and records in a local currency, Malaysian Ringgit (“MYR” or “RM”), which is functional currency as being the primary currency of the economic environment in which the subsidiaries operate.
In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement,” using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income.
Translation of amounts from MYR into US$1.00 has been made at the following exchange rates for the respective period and year:
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| March 31, |
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| December 31, |
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| 2025 |
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| 2024 |
| ||
Period ended March 31, 2025 /Year-ended December 31, 2024 US$1: MYR exchange rate |
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| January 1, |
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| January 1, |
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| 2025 |
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| 2024 |
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| to March 31, |
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| to March 31, |
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| 2025 |
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| 2024 |
| ||
3 months average US$1: MYR exchange rate |
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· | Related parties |
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
| 13 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”))
(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 six-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
☐ | Level 1 : Observable inputs such as quoted prices in active markets; |
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☐ | Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and |
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☐ | Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions |
The carrying value of the Company’s financial instruments: cash and bank balances, fixed deposits placed with financial institutions, trade receivable, other receivables, deposits, trade payables, other payables and accrued liabilities, advance payment from customers and amount owing to directors approximate at their fair values because of the short-term nature of these financial instruments
As of March 31, 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 condensed consolidated financial statements.
Accounting Standards Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses:
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. 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.
| 14 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
NOTE 3 - TRADE RECEIVABLES
The Company’s trade receivables represent amounts due from customers that are unrelated parties and related parties of $
As of March 31, 2025, the Company performed an analysis of all outstanding trade receivables in accordance with the expected credit loss model under ASC 326. The Company considered historical collection trends, aging of balances, customer credit profiles, and current and forecasted economic conditions in estimating the allowance.
The Company’s standard credit terms range from 30 to 90 days.
|
| As of |
| |||||
|
| March 31, |
|
| December 31, |
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| 2025 |
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| 2024 |
| ||
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| ||
Trade receivables |
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| ||
Allowances for expected credit losses |
|
| ( | ) |
|
| ( | ) |
Foreign translation differences |
|
| ( | ) |
|
| ( | ) |
Total trade receivables, net |
| $ |
|
| $ |
| ||
Movement for trade receivables allowance for impairment accounts:
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| As of |
| |||||
|
| March 31, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
At January 1, 2025 and January 1, 2024, |
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Charge for the period/year |
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Allowances for expected credit losses |
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Recovered for expected credit losses |
|
| ( | ) |
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| ( | ) |
Foreign translation differences |
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| $ |
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| $ |
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| 15 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 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 range from
|
| As of |
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| March 31, |
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| December 31, |
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| 2025 |
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| 2024 |
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Tax Recoverable |
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Local |
| $ |
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| $ |
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Foreign, representing Malaysia |
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| ( | ) |
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| ( | ) |
Tax Recoverable |
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| ( | ) |
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| ( | ) |
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Income tax liabilities: |
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Local |
| $ |
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| $ |
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Foreign, representing Malaysia |
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Income tax payables |
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Deferred tax liabilities: |
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Local |
| $ |
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| $ |
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Foreign, representing Malaysia |
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Deferred tax liabilities |
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Total |
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| ( | ) |
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| ( | ) |
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.
| 16 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
NOTE 5 – OPERATING LEASE RIGHT OF USE ASSET AND LEASE LIABILITIES
The Company has operating lease arrangements for office space, lab, and motor vehicles in Malaysia with a term between two and five years. 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
As of March 31, 2025 and December 31, 2024, operating lease right-of-use assets as follows:
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| As of |
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| March 31, |
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| December 31, |
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| 2025 |
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| 2024 |
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Balance as of beginning of the period/year |
| $ |
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| $ |
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Add: Addition of right of use assets (1) |
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Less: amortization (2) |
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| ( | ) |
Less: lease termination (3) |
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| ( | ) | |
Foreign translation differences |
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Balance as of end of the period/year |
| $ |
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| $ |
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As of March 31, 2025 and December 31, 2024, operating lease liabilities as follows:
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| As of |
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| March 31, |
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| December 31, |
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| 2025 |
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| 2024 |
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Balance as of beginning of the period/year |
| $ |
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| $ |
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Add: addition of lease liabilities (1) |
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Less: gross repayment |
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| ( | ) |
Add: imputed interest (4) |
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Less: lease termination (3) |
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| ( | ) | |
Foreign translation differences |
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Balance as of end of the period/year |
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Less: lease liability current portion |
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| ( | ) |
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| ( | ) |
Lease liability non-current portion |
| $ |
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| $ |
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| 17 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
As of March 31, 2025 and December 31, 2024 the maturities of the operating lease obligation are as follows:
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| As of |
| |||||
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| March 31, |
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| December 31, |
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| 2025 |
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| 2024 |
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Years ending March 31 and December 31: |
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2025 |
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2026 |
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2027 |
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2028 |
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2029 |
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2030 |
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Total undiscounted cash flows |
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Less: Interest imputed on lease liabilities |
|
| ( | ) |
|
| ( | ) |
Present value of lease liabilities |
| $ |
|
| $ |
| ||
(1) During the year ended December 31, 2024, the Company entered into a new operating lease of office space in Malaysia for
(2) The amortization of the operating lease right of use asset for the period ended March 31, 2025 and 2024 were $
(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 $
|
| As of |
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| March 31, |
|
| December 31, |
| ||
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| 2025 |
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| 2024 |
| ||
Supplemental Cash Flow Disclosures: |
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Cash paid for amounts included in the measurement of lease liabilities: |
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Lease payment – operating leases |
| $ | ( | ) |
| $ | ( | ) |
Operating lease liabilities obtained in exchange for operating lease assets |
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Other information: |
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Weighted average remaining lease term for operating lease (years) |
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Weighted average discount rate for operating lease |
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| % |
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| % | ||
(4) Lease expenses for the period ended March 31, 2025 and 2024 were $
| 18 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 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 |
| |||||
|
| March 31, |
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| December 31, |
| ||
|
| 2025 |
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| 2024 |
| ||
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Air conditioner |
| $ |
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| $ |
| ||
Computer and software |
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Equipment |
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Furniture and fittings |
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Lab equipment |
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Land and buildings |
|
|
|
|
|
| ||
Motor vehicle |
|
|
|
|
|
| ||
Office equipment |
|
|
|
|
|
| ||
Renovation |
|
|
|
|
|
| ||
Signboard |
|
|
|
|
|
| ||
Solar PV System |
|
|
|
|
|
| ||
Machinery |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
(Less): Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
(Less): Accumulated impairment |
|
| ( | ) |
|
| ( | ) |
Add: Foreign translation differences |
|
| ( | ) |
|
| ( | ) |
Property, plant and equipment, net |
| $ |
|
| $ |
| ||
During the periods ended March 31, 2025 and 2024, the Company recorded depreciation of $
| 19 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
NOTE 7 – INVESTMENTS IN EQUITY SECURITIES
|
| As of |
| |||||
|
| March 31, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
As of beginning of the period/year |
| $ |
|
| $ |
| ||
Addition during the period/year |
|
|
|
|
|
| ||
Disposal during the period/year |
|
|
|
|
| ( | ) | |
Fair value (loss)/gain |
|
| ( | ) |
|
|
| |
Foreign exchange translation |
|
|
|
|
|
| ||
As of end of the period/year |
| $ |
|
| $ |
| ||
For the periods ended March 31, 2025 and 2024, the net fair value (loss)/gains on the investments in equity securities were $(
The investments in equity securities consist of the following shares: |
|
|
| |||||
|
|
|
|
| ||||
|
| As of |
| |||||
|
| March 31, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
Investment in equity securities with readily determined fair value: |
|
|
|
|
|
| ||
Malaysia |
|
|
|
|
|
| ||
Singapore |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Investment in equity securities without readily determined fair value: |
|
|
|
|
|
|
|
|
Malaysia |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
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.
| 20 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 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 period ended March 31, 2025 and 2024:
|
| Three months ended |
| |||||
|
| March 31, |
|
| March 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
Revenue by product or service line: |
|
|
|
|
|
| ||
Trading of industrial chemicals |
|
|
|
|
|
| ||
Screening services and related sales |
|
|
|
|
|
| ||
Net revenue |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Revenue by geographic area |
|
|
|
|
|
|
|
|
Bangladesh |
|
|
|
|
|
| ||
Malaysia |
|
|
|
|
|
| ||
Maldives |
|
|
|
|
|
| ||
Singapore |
|
|
|
|
|
| ||
Sri Lanka |
|
|
|
|
|
| ||
Batam |
|
|
|
|
|
| ||
Net revenue |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Timing of recognition: |
|
|
|
|
|
|
|
|
At a point in time |
| $ |
|
| $ |
| ||
Revenue is derived from the sale of industrial chemicals and the provision of genomic screening services. Revenue from the sale of goods is recognized at a point in time when control of the goods is transferred to the customer. Credit terms are generally from 30 to 90 days. The Company allows returns only for exchanges with new goods. No warranties are given on the sale of goods.
Revenue from services is recognized at a point in time when the final report is delivered to the customer. Credit terms for these services are generally from 30 days to 60 days. No warranties are given on the services rendered.
In applying ASC 606, the Company does not exercise significant judgment in determining whether revenue from the sale of goods and services should be recognized at a point in time. The criteria for recognizing revenue at a point in time, such as the transfer of control of goods or completion of services, are clear and are based on established contract terms. Therefore, no significant judgment is required in determining the timing of revenue recognition.
| 21 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 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 |
| |||||
|
| March 31, |
|
| March 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
Entities in which certain directors of a subsidiary have substantial financial interests |
|
|
|
|
|
| ||
Sales of goods |
| $ |
|
| $ |
| ||
Purchases |
|
|
|
|
| ( | ) | |
Rental of factory |
|
| ( | ) |
|
|
| |
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 March 31, 2025, and 2024, respectively, the Company did not have any material recognizable major customers accounted for 10% or more of the Company’s revenue
b) Major suppliers
For three months ended March 31, 2025, and 2024, respectively, the suppliers who accounted for
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||||
|
| Purchase |
|
| Percentage of purchases |
|
| Accounts payable trade |
| |||||||||||||||
Vendor A |
| $ |
|
| $ |
|
|
| % |
|
| % |
| $ |
|
| $ |
| ||||||
Vendor B |
| $ |
|
| $ |
|
|
| % |
|
| % |
| $ |
|
| $ |
| ||||||
Vendor C |
| $ |
|
| $ |
|
|
|
|
|
| % |
| $ |
|
| $ |
| ||||||
|
| $ |
|
| $ |
|
|
| % |
|
| % |
| $ |
|
| $ |
| ||||||
| 22 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
NOTE 12 – STOCKHOLDERS’ EQUITY
As at March 31, 2025 and December 31, 2024, the Company issued and outstanding, common stock is
2023 Reverse Stock Split
On June 5, 2023, the Company filed an Article of Amendment to the Articles of Incorporation with the Wyoming Secretary of State to modify the ratio of the Reverse Stock Split from one-for-ten (10) to one-for-twelve (12) (the “Revised Reverse Stock Split”). Upon effectiveness of the Revised Reverse Stock Split, every twelve (12) outstanding shares of common stock were combined into and automatically became one share of common stock. No fractional shares was issued in connection with the Revised Reverse Stock Split and all such fractional shares or odd lots (less than 100 shares to any record or beneficial holder) issuable in the Revised Reverse Stock Split were rounded up to 100 shares. An aggregate of
The Revised Reverse Stock Split was approved and authorized by a majority of the Company’s stockholders on May 8, 2023 and by the Board of Directors of the Company on May 8, 2023.
Public Offering & Nasdaq Listing
On July 20, 2023, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Network 1 Financial Securities, Inc., as underwriter (the "Underwriter") pursuant to which the Company agreed to issue and sell, in a firm commitment underwritten public offering by the Company (the "Offering") of
In addition, pursuant to the Underwriting Agreement, the Underwriter was granted a 45-day option (the "Over-Allotment Option") to
The securities were offered by the Company pursuant to the registration statement on Form S-1 (File No. 333-269753), which was originally filed with the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, on February 14, 2023, and declared effective by the Commission on July 19, 2023.
On July 24, 2023, the Offering closed, and the Company issued and sold
In August 2023, an aggregate of
In August 2023, an aggregate of
From July 20, 2023 to August 4, 2023, an aggregate total of
In August 2024,
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.
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.
| 23 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
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.
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:
Segmented Information
|
| Provision for genomic screening services |
|
| Trading of industrial chemicals |
|
| Investment holding |
|
| Total |
| ||||
|
| Three months period ended March 2025 |
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
REVENUE |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST OF REVENUE |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend income |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Fair value gain on investments in equity securities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Reversal of expected credit losses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Others |
|
|
|
|
|
|
|
|
|
|
|
| ||||
TOTAL OTHER INCOME |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Research and development |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
General and administrative |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Fair value loss on investments in equity securities |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Provision for expected credit losses |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
TOTAL OPERATING EXPENSES |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCE COSTS |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE TAX |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| 24 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 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 period ended March 2024 |
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
REVENUE |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST OF REVENUE |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend income |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Fair value gain on investments in equity securities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gain on disposal of investments in equity securities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Reversal of expected credit losses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Others |
|
|
|
|
|
|
|
|
|
|
|
| ||||
TOTAL OTHER INCOME |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Research and development |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
General and administrative |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Fair value loss on investments in equity securities |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Provision for expected credit losses |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
TOTAL OPERATING EXPENSES |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(LOSS)/PROFIT FROM OPERATIONS |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCE COSTS |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(LOSS)/PROFIT BEFORE TAX |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax expense |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET (LOSS)/PROFIT ATTRIBUTABLE TO COMMON SHAREHOLDERS |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |
| 25 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 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 March 31, 2025 |
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Segment assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in the measure of segment assets are: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Addition to non-current assets other than financial instruments and deferred tax assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| As of December 31, 2024 |
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Segment assets |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in the measure of segment assets are: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Addition to non-current assets other than financial instruments and deferred tax assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
The Company had no inter-segment sales for the periods presented.
| 26 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
NOTE 14 - SIGNIFICANT EVENTS
On January 12, 2024, our subsidiary, MRNA Scientific issued a termination notice to one of our suppliers for failing to deliver hardware of merchantable quality, for a contract with the value of MYR500,000 (approximately USD $
On 30 May 2024, the supplier had proposed to collect the hardware from MRNA Scientific premises and upon the hardware being returned intact in same condition per deliver, the supplier would refund the sum of MYR350,000 (approximately USD $
The supplier then duly refunded the sum on June 14, 2024 whereby MRNA Scientific had confirmed the receipt on June 19, 2024. MRNA Scientific then net off the receipt with fixed asset decapitalization in Balance Sheet while the remaining balance was recorded in the book as loss arising from settlement of supplier dispute in Income Statement.
On August 23, 2024, the Company, through its wholly-owned subsidiary, MRNA Scientific Sdn Bhd, finalized its strategic investment in Ascension Innovation Sdn Bhd (“AISB”), a Malaysian-based healthcare technology company. The investment, totalling RM 1 million (approximately USD 228k), was made to acquire a significant equity stake in AISB.
The funds were used to subscribe to 10,758 units of Ordinary Shares in AISB. This strategic investment is aimed at accelerating AISB’s development and deployment of its AI-driven healthcare solutions, particularly through its aiCMS platform, which integrates predictive analytics and generative AI tools for enhanced patient care.
On September 11, 2024, the Company announced that its wholly owned subsidiary, Chemrex Corporation Sdn. Bhd. invested RM 2 million (approx. USD $
On September 12, 2024, the Company announced that its wholly owned subsidiary MRNA Scientific Sdn. Bhd. had signed a strategic partnership Memorandum of Understanding with Shenzhen Rongguang Health Group (“Rongguang”), a leading healthcare provider in China. The collaboration aims to expand expertise in cancer screening, precision medicine, and preventative healthcare, focusing on early detection, personalized health solutions, and chronic disease management. Through MRNA Scientific, the Company will enhance cancer screening across Southeast Asia and China, while both companies will jointly develop regenerative medicine technologies and preventative care solutions.
On September 14, 2024, the Company issued a press release announcing that its wholly owned subsidiary MRNA Scientific Sdn. Bhd. had signed a strategic outsourcing agreement with VITARRAY Global Pte. Ltd. (“Vitarray”), an exempted private company incorporated in Singapore. This agreement focuses on the provision of mRNA dynamic gene detection services for the Southeast Asian market. Leveraging MRNA Scientific’s advanced testing facilities in Kuala Lumpur, the collaboration aims to enhance early disease detection, including for cancer and cardiovascular conditions, while expanding access to molecular diagnostics. Vitarray, authorized by China’s Huaxia Jingdu Renhe Medical Laboratory to manage overseas gene detection, will supply samples, and MRNA Scientific will handle testing. The agreement is expected to improve profitability and expanding market reach.
On September 23, 2024, MRNA Scientific Sdn. Bhd. (“MRNA”), a wholly-owned subsidiary of the Company, entered into a teaming agreement with Protech Builders Sdn. Bhd. (“Protech”), a Malaysian mechanical and electrical engineering firm. Pursuant to the Agreement, the Company and Protech have agreed to collaborate on the development, marketing, and operation of biogas plants across Malaysia. The Agreement establishes a three-year term during which the parties will jointly identify and pursue biogas project opportunities, particularly focusing on converting plantation wastewater into renewable energy.
The 2024 Annual Meeting of Shareholders of BioNexus Gene Lab Corp. (the “Company”) was held on Friday, October 4, 2024 (“Annual Meeting”). The voting results on the five (5) proposals considered and voted on at the Annual Meeting, all of which were described in the Company's proxy statement filed with the Securities and Exchange Commission on September 16, 2024, were as follows:
Proposal 1. Re-election of Directors: The five (5) director nominees for election to the Company’s Board of Directors were elected to serve until the 2025 annual meeting of shareholders.
Proposal 2. Re-appointment of Auditor: To re-appoint JP Centurion & Partners PLT in Kuala Lumpur, Malaysia, as auditor of the Company to hold office from the conclusion of the Annual Meeting until the conclusion of the annual meeting of the Company to be held in 2025, and to approve the discretion of the Board to determine the remuneration of the same. The proposal was approved.
Proposal 3. Approval of the 2024 Stock Incentive Plan: The proposal was not approved.
Proposal 4. Approval of a Reverse Stock Split Proposal: Approval of an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding shares of common stock, no par value, at a ratio ranging from one-for-two (1:2) to one-for-ten (1:10), with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders. The proposal was not approved.
Proposal 5. Approval of an Adjournment of the Annual Meeting: Approval of an adjournment of the Annual Meeting if necessary to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1 (the "Adjournment Proposal"). The proposal was not approved.
| 27 |
| Table of Contents |
BIONEXUS GENE LAB CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
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.
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.
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.
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 March 31,2025 up through April 15, 2025 of these consolidated financial statements.
During the period, except as stated below, the Company did not have any material recognizable subsequent events.
2025 Reverse Stock Split
On April 1, 2025, the Company filed its Articles of Amendment with the Wyoming Secretary of State to effect a
No fractional shares were issued in connection with the reverse stock split. Instead, shareholders who would otherwise be entitled to receive a fractional share received a cash payment in lieu thereof based on the daily Volume Weighted Average Price (VWAP) of our common stock, calculated for the ten (10) trading days immediately preceding the effective date of the Reverse Stock Split, multiplied by the fractional share.
On April 30, 2025, the Company received a formal notice from the Nasdaq Hearings Panel (the “Panel”) confirming that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share.
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| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Description of Business
As used herein, unless the context otherwise indicates, references to the “Company,” “we,” “our,” “us,” “BioNexus” refer to BioNexus Gene Lab Corp., a Wyoming company (“BGLC”), and its wholly owned subsidiaries, MRNA Scientific Sdn. Bhd. (“MRNA Scientific Malaysia”), and Chemrex Corporation Sdn. Bhd. (“Chemrex”), both are Malaysian companies.
BGLC is an emerging technology company focused on the application of functional genomics to enable early detection of infectious diseases and cancers. On August 23, 2017, we acquired all of the outstanding capital stock of MRNA Scientific Malaysia, which was incorporated in Malaysia on April 7, 2015. MRNA Scientific Malaysia owns algorithm software, technology, and know-how related to the detection of common diseases through blood analysis which we use in our business. Our non-invasive blood screening tests analyze changes in ribonucleic acid (or RNA) to Coronavirus, Dengue, HIV, HPV and the risk potentiality of cancers diseases. This unique blood genomic biomarker approach is based on the scientific observation that circulating blood reflects, in a detectable way, what is occurring throughout the body currently.
The corporate and principal office address of the Company and MRNA Scientific Malaysia is Unit A-28-7, Level 28, Tower A, Menara UOA Bangsar, No.5 Jln Bangsar Utama 1 , Kuala Lumpur, Malaysia., our lab is located at Lab 353, Chemical Science Centre, University Science Malaysia, George Town, Penang, Malaysia. Another lab focuses on Covid-19 and colon cancer screening is located at 4th floor, Lifecare Diagnostic Centre, Kuala Lumpur, Malaysia. Our telephone number is (+60) 18-2218762 and our website is www.bionexusgenelab.com.
Chemrex is a wholesaler of industrial chemicals for the manufacture of industrial, medical, appliance, aero, automotive, mechanical and electronic industries in Asean region. On December 31, 2020, we acquired all of the outstanding capital stock of Chemrex, which was incorporated in Malaysia on September 29, 2004.
Chemrex’s corporate office and distribution and storage center is located at 4 Jalan CJ 1/6 Kawasan Perusahaan Cheras Jaya, Selangor, Malaysia. Its phone number is (+60) 1922-23815 and website is www.chemrex.com.my.
General
We were incorporated in the State of Wyoming on May 12, 2017 and operations of our Malaysian company began operations in July 2017. Consequently, the following discussion and analysis of the results of operations and financial condition of the Company is for fiscal periods ended March 31,2025 and March 31,2024, 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 March 31, 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.
Strong Liquidity Position and Clean Capital Structure
As of March 31, 2025, the Company had cash and cash equivalents of $3.6 million and total liquidity exceeding $6 million, including cash and cash equivalents, trade receivables, net of allowance for credit losses 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.
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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. |
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.
(c) Notification of Delisting, Stay of Suspension and Re-Compliance.
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.
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| Table of Contents |
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.
On April 30, 2025, the Company received a formal notice from the Nasdaq Hearings Panel (the “Panel”) confirming that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share.
(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 March 31, 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) 2025 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.
| 31 |
| Table of Contents |
Result of Operations
Exchange Rates
Translation of amounts from MYR into US$1.00 has been made at the following exchange rates for the respective period and year:
|
| March 31, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
Period ended March 31, 2025 /Year-ended December 31, 2024 US$1: MYR exchange rate |
|
| 4.4320 |
|
|
| 4.4755 |
|
|
|
|
|
|
|
|
|
|
|
| January 1, |
|
| January 1, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| to March 31, |
|
| to March 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
3 months average US$1: MYR exchange rate |
|
| 4.4495 |
|
|
| 4.7240 |
|
Results of Operations for the Period Ended March 31, 2025 Compared to the Period Ended March 31, 2024 (unaudited).
The following table sets forth key selected financial data for the three months ended March 31, 2025 and 2024.
Consolidated
|
| Three months ended |
| |||||
|
| March 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
REVENUE (including $16,070 and $34,086 of revenue from related parties for the period ended March 31, 2025 and 2024 respectively) |
| $ | 2,137,075 |
|
| $ | 2,381,851 |
|
|
|
|
|
|
|
|
|
|
COST OF REVENUE (including $nil and $77,214 of cost of revenue from related parties for the periods ended March 31, 2025 and 2024, respectively) |
|
| (1,793,582 | ) |
|
| (2,016,820 | ) |
|
|
|
|
|
|
|
|
|
GROSS PROFIT |
|
| 343,493 |
|
|
| 365,031 |
|
|
|
|
|
|
|
|
|
|
OTHER INCOME |
|
|
|
|
|
|
|
|
Dividend income |
|
| 8,934 |
|
|
| 8,946 |
|
Interest income |
|
| 23,568 |
|
|
| 28,983 |
|
Fair value gain on investments in equity securities |
|
| 4,514 |
|
|
| 84,785 |
|
Gain on disposal of investments in equity securities |
|
| - |
|
|
| 6,181 |
|
Reversal of expected credit losses |
|
| 25,153 |
|
|
| 31,752 |
|
Others |
|
| 29,251 |
|
|
| 41,200 |
|
TOTAL OTHER INCOME |
|
| 91,420 |
|
|
| 201,847 |
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
Sales and marketing |
|
| (540,695 | ) |
|
| (153,871 | ) |
Research and development |
|
| (12,139 | ) |
|
| (11,475 | ) |
General and administrative (including $1,044 and $nil of rental expenses to related party for the periods ended March 31, 2025 and 2024, respectively) |
|
| (391,876 | ) |
|
| (315,794 | ) |
Fair value loss on investments in equity securities |
|
| (68,497 | ) |
|
| (44,297 | ) |
Provision for expected credit losses |
|
| (40,124 | ) |
|
| (120,469 | ) |
TOTAL OPERATING EXPENSES |
|
| (1,053,331 | ) |
|
| (645,906 | ) |
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS |
|
| (618,418 | ) |
|
| (79,028 | ) |
|
|
|
|
|
|
|
|
|
FINANCE COSTS |
|
| (4,909 | ) |
|
| (4,661 | ) |
|
|
|
|
|
|
|
|
|
LOSS BEFORE TAX |
|
| (623,327 | ) |
|
| (83,689 | ) |
|
|
|
|
|
|
|
|
|
Tax expense |
|
| - |
|
|
| (20,068 | ) |
|
|
|
|
|
|
|
|
|
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS |
| $ | (623,327 | ) |
| $ | (103,757 | ) |
|
|
|
|
|
|
|
|
|
Other comprehensive income/(loss) |
|
|
|
|
|
|
|
|
Foreign currency translation gain/(loss) |
|
| 72,159 |
|
|
| (209,908 | ) |
|
|
|
|
|
|
|
|
|
COMPREHENSIVE LOSS |
| $ | (551,168 | ) |
| $ | (313,665 | ) |
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| Table of Contents |
Segmented Information
|
| 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 ended March 31, 2025 |
|
| Three months period March 31, 2024 |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
REVENUE |
| $ | 3,068 |
|
| $ | 2,134,007 |
|
| $ | 3,165 |
|
| $ | 2,378,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST OF REVENUE |
|
| (1,406 | ) |
|
| (1,792,176 | ) |
|
| (2,252 | ) |
|
| (2,014,568 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT |
|
| 1,662 |
|
|
| 341,831 |
|
|
| 913 |
|
|
| 364,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend income |
|
| - |
|
|
| 8,934 |
|
|
| - |
|
|
| 8,946 |
|
Interest income |
|
| 20,002 |
|
|
| 3,566 |
|
|
| 23,783 |
|
|
| 5,200 |
|
Fair value gain on investments in equity securities |
|
| - |
|
|
| 4,514 |
|
|
| - |
|
|
| 84,785 |
|
Gain on disposal of investments in equity securities |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 6,181 |
|
Reversal of expected credit losses |
|
| - |
|
|
| 25,153 |
|
|
| - |
|
|
| 31,752 |
|
Others |
|
| 3,893 |
|
|
| 25,358 |
|
|
| 14,911 |
|
|
| 26,289 |
|
TOTAL OTHER INCOME |
|
| 23,895 |
|
|
| 67,525 |
|
|
| 38,694 |
|
|
| 163,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
| (27,640 | ) |
|
| (508,990 | ) |
|
| (31,105 | ) |
|
| (120,442 | ) |
Research and development |
|
| (12,139 | ) |
|
| - |
|
|
| (11,475 | ) |
|
| - |
|
General and administrative |
|
| (56,006 | ) |
|
| (125,133 | ) |
|
| (38,275 | ) |
|
| (130,421 | ) |
Fair value loss on investments in equity securities |
|
| - |
|
|
| (68,497 | ) |
|
| - |
|
|
| (44,297 | ) |
Provision for expected credit losses |
|
| - |
|
|
| (40,124 | ) |
|
| - |
|
|
| (120,469 | ) |
TOTAL OPERATING EXPENSES |
|
| (95,785 | ) |
|
| (742,744 | ) |
|
| (80,855 | ) |
|
| (415,629 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(LOSS)/PROFIT FROM OPERATIONS |
|
| (70,228 | ) |
|
| (333,388 | ) |
|
| (41,248 | ) |
|
| 111,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCE COSTS |
|
| (3,364 | ) |
|
| (1,502 | ) |
|
| (1,950 | ) |
|
| (2,687 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(LOSS)/PROFIT BEFORE TAX |
|
| (73,592 | ) |
|
| (334,890 | ) |
|
| (43,198 | ) |
|
| 108,955 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax expense |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (20,068 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET (LOSS)/PROFIT ATTRIBUTABLE TO COMMON SHAREHOLDERS |
| $ | (73,592 | ) |
| $ | (334,890 | ) |
| $ | (43,198 | ) |
| $ | 88,887 |
|
| 33 |
| Table of Contents |
Revenue. For the quarter ended March 31, 2025, we had total revenue of $2,137,075 as compared to total revenue of $2,381,851 for the quarter ended March 31, 2024, a decrease of 10.3% from the prior quarter.
Chemrex contributed $2,134,007 (99.9%) of the total revenue for the current quarter ended March 31, 2025 as compared to $2,378,686 (99.9%) of the total revenue for the quarter ended March 31, 2024. Chemrex’s revenues had the decrease of 10.29% from prior quarter. The decline in revenue during the first quarter of 2025 was primarily due to a slowdown in market demand, as well as disruptions related to the implementation of Malaysian government mandated e-Invoicing requirements, which affected certain customers' purchasing activity.
MRNA Scientific contributed $3,068 (0.1%) of the total revenue for the quarter ended March 31, 2025 as compared to revenue of $3,165 (0.1%) of the total revenue from the quarter ended March 31, 2024. These results reflects a slight revenue decline of approximately 3.1%. The decrease was primarily due to fewer client referrals from diagnostic centers and the continued unavailability of a key RNA machine, which has been under repair since last year. The equipment breakdown has not only affected MRNA operations but also impacted general BGS sales, limiting testing capacity and service availability. The repair process remains ongoing, but the machine is expected to return to operation by the second quarter of 2025, which should help restore service levels and support revenue recovery.
Cost of Revenue. For the quarter ended March 31, 2025, we incurred $1,793,582 in cost of revenue, as compared to $2,016,820 for the quarter ended March 31, 2024, a decrease of 11.1% was due to reason as stated below.
Chemrex had incurred $1,792,176 (99.9%) of the total cost of revenue during the current quarter period ended March 31, 2025 as compared to the quarter ended March 31, 2024 wherein Chemrex had incurred $2,014,568 (99.9%) of the total cost of revenue. The decrease in Chemrex’s cost of revenues of 11.04% for the current period was due to decreased revenues for the current period.
MRNA Scientific had incurred $1,406 (0.1%) of the total cost of revenue during the current quarter period ended March 31, 2025 as compared to $2,252 (0.1%) for the quarterly period ended March 31, 2024. Cost of revenue had decreased by 37.6% from prior quarter due to decreased revenues for the current period.
Gross Profit. For the quarterly period ended March 31, 2025, we had total gross profit of $343,493 as compared to gross profit of $365,031 for the quarterly period ended March 31, 2024, a decrease of approximately 5.9% from the prior period.
Chemrex contributed $341,831 (99.5%) of the total gross profit for the current quarter ended March 31, 2025 as compared to $364,118 (99.7%) of the total gross profit for the quarter ended March 31, 2024. Chemrex’s gross profit decreased by $22,287 from the prior quarter, an approximately 6.12% decrease. The gross profit decrease for Chemrex in current quarter was due to its decreased revenues for the period.
MRNA Scientific contributed $1,662 (0.5%) of the total gross profit of $343,493 for the current quarter ended March 31, 2025 as compared to gross profit of $913 (0.3%) of the total gross profit from the quarter ended March 31, 2024. The increase during the current period of approximately 82% from the prior period due to reduced cost of revenue for the current period.
Other Income. For the quarterly period ended March 31, 2025, we had of $91,420 as compared to of $201,847 for the quarterly period ended March 31, 2024, a decrease of approximately 54.7%.
Chemrex contributed $67,525 (73.9%) of total other income for the current quarter ended March 31, 2025 as compared to $163,153 (80.8%) of the total other income for the quarter ended March 31, 2024. This represents a decrease of approximately 58.61%. The decline in other income for the current period was primarily due to lower bank interest earnings, a decrease in fair value gains on investments in equity securities, a slight reduction in dividends received from investments, the absence of gains on disposal of equity securities of $6,181, and decrease in reversal of expected credit losses of $31,752 which occurred during same period in the prior year.
MRNA Scientific contributed $23,895 (26.1%) of total other income for the current quarter ended March 31, 2025 as compared to $38,694 (19.2%) of the other income for the quarter ended March 31, 2024. This represents a decline of approximately 38.2%. The decrease was mainly driven by a drop in USD interest rates, which led to lower interest income from fixed deposits. Furthermore, unlike the prior year, there were no foreign exchange gains recognized from foreign currency accounts held in Malaysia during the current quarter.
| 34 |
| Table of Contents |
Operating Expenses. For the quarter ended March 31, 2025, total operating expenses amounted to $1,053,331, representing an increase of approximately 63.3% compared to $645,906 for the quarter ended March 31, 2024. This increase was primarily attributed by higher sales and marketing, general and administrative, and research and development expenses, partially offset by a decrease in the provision for expected credit losses. The breakdown is as follows:
Sales and Marketing Expenses increased significantly to $540,695 for current quarter ended March 31, 2025, compared to $153,871 in quarter ended March 31, 2024, an increase of 251.4%. This increase was primarily attributable to higher spending at the Chemrex subsidiary. The details by entity are as follows:
Chemrex incurred $508,990 (94.1%) of the total combined sales and marketing expenses of $540,695 for current quarter ended March 31, 2025, compared to $120,442 (78.3%) of the total combined sales and marketing expenses of $153,871 for the quarter ended March 31, 2024. This represents an increase of 266.62% for Chemrex in 2025, mainly attributed by higher officer/directors’ remuneration and associated statutory employment contributions and to lesser extent, a new contract for services appointed on August 1, 2024, which is focused on business development efforts to expand both locally and internationally.
MRNA Scientific incurred $27,640 (5.1%) of the total combined sales and marketing expenses of $540,695 for the current quarter ended March 31, 2025, compared to $31,105 (20.2%) of the total combined sales and marketing expenses of $153,871 for the quarter ended March 31, 2024. This reflects a decrease of approximately 11.1%. The decline was primarily due to the sales & marketing scope being undertaken by senior management personnel instead of additional sales & marketing staff.
BGLC, the parent company, incurred $4,065 (0.8%) of the total combined sales and marketing expenses of $540,695 for the current quarter ended March 31, 2025, compared to $2,324 (1.5%) of the total combined sales and marketing expenses of $153,871 for the quarter ended March 31, 2024. This represents an increase of 74.9% in sales and marketing expenses for the current quarter ended March 31, 2025. The rise was mainly due to overseas travel expenses incurred during the current quarter.
Research and Development Expenses: For the current quarter ended March 31, 2025, MRNA Scientific incurred $12,139 (100%), compared to $11,475 (100%) for the quarter ended March 31, 2024. This reflects a slight increase of 5.8%, or $664. The variance is primarily attributed to the use of a different exchange rate for converting local currency to USD during the current quarter, rather than an actual increase in underlying R&D activity or spending.
General and Administrative Expenses rose to $391,876 in current quarter ended March 31, 2025 from $315,794 for the quarter ended March 31, 2024, an increase of 24.09%. This overall increase was driven by higher costs across all entities, with Chemrex, MRNA Scientific, and BGLC contributing as follows:
Chemrex incurred $125,133 (31.93%) of the total combined general and administrative expenses of $391,876, compared to $130,421 (41.3%) of the total combined general and administrative expenses of $315,794 for the quarter ended March 31, 2024, a decrease of 4.05%. The reduction was primarily due to reduced losses of realised and unrealised foreign exchange during the period.
MRNA Scientific incurred $56,006 (14.29%) of the total combined general and administrative of $391,876 for the current quarter ended March 31, 2025, compared to $38,275 (12.12%) for the quarter ended March 31, 2024, representing an increase of 46.3%. The increase was mainly due to higher amortization of the right-of-use asset, increased utility expenses, legal adviser fees, staff welfare, and an unrealized foreign exchange loss amounting to $18,630.
BGLC, the parent company, incurred $210,737 (53.78%) of total general and administrative of $391,876 for the current quarter ended March 31, 2025, compared to $147,098 (46.58%) of total general and administrative for the quarter ended March 31, 2024. This represents an increase of approximately 43.3%, in general and administrative costs for the current quarter ended March 31, 2025. The rise in expenses was largely attributable to higher directors’ fees during the current quarter
Provision for Expected Credit Losses: For the current quarter ended March 31, 2025, Chemrex incurred $40,124 (100%), compared to $120,469 (100%) for the quarter ended March 31, 2024. a reduction of 66.69%, mainly due to improved credit risk profiles and more effective receivables collection processes
Loss from Operations. We had a loss from operations of $618,418 for the quarter ended March 31, 2025 as compared to a loss of $79,028 for the quarter ended March 31, 2024, an increase of approximately 682.5% from the prior period, for the reasons discussed above.
Income tax expense. For the quarter ended March 31, 2025, we had no provision of income tax expense as compared to tax expenses of $20,068 for the quarter ended March 31, 2024 for Chemrex.
Foreign currency exchange gain/(loss). We are exposed to fluctuations in foreign exchange rates on the revaluation of monetary assets and liabilities denominated in currencies other than the US Dollar. Therefore, any change in the relevant exchange rate would require us to recognize a transaction gain or loss on revaluation. For the three-month period ended March 31, 2025, we experienced a foreign currency gain of $72,159 as compared with a foreign currency loss of $209,908 for the three-month period ended March 31, 2024.
| 35 |
| Table of Contents |
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2025, we had working capital of $4,982,026 compared with working capital of $6,415,877 as of December 31, 2024. The decrease in working capital as of March 31,2025, from December 31,2024, 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 three months ended March 31, 2025, and 2024
|
| Three months ended |
| |||||
|
| March 31, |
| |||||
|
| 2025 |
|
| 2024 |
| ||
|
|
|
|
|
|
| ||
Net cash used in operating activities |
| $ | (824,072 | ) |
| $ | (37,153 | ) |
Net cash (used in)/generated from investing activities |
|
| (15,646 | ) |
|
| 3,650 |
|
Net cash (used in)/generated from financing activity |
|
| (860 | ) |
|
| 26,930 |
|
Foreign currency translation adjustment |
|
| 43,050 |
|
|
| (72,443 | ) |
Net Change in Cash and Cash Equivalents |
| $ | (797,528 | ) |
| $ | (79,016 | ) |
Operating Activities
During the three months ended March 31, 2025 , the Company incurred a net loss of $(623,327) 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, an increase in trade and other receivables, a decrease in inventories, advance payment from customer and a substantial reduction in trade payables, operating lease liabilities, resulted in net cash of $(824,072) being used in operating activities during the three months ended March 31, 2025 .
By comparison, during the three months ended March 31, 2024, the Company incurred a net loss of $(103,757) which, after adjusting for amortization, depreciation, dividend income, fair value gain on investment in equity securities, allowances for expected credit losses, recovery for expected credit losses, gain on disposal on share investment, decrease in inventories and advance payment from customer, an increase in trade receivables and a substantial increase in trade payables, and decrease in operating lease liabilities, resulted in net cash of $(37,153) being used in operating activities during the three months ended March 31, 2024
Investing Activities
During the three months ended March 31, 2025, the Company recorded net cash used in investing activities of $(15,646), primarily due to the purchase of plant and equipment totalling $(9,052), partially offset by dividend income of $8,934 and a change in fixed deposits placed for more than three months of $(15,528).
By comparison, for the three months ended March 31, 2024, the Company generated net cash of $3,650 from investing activities. This was primarily the result of proceeds from the disposal of investment in equity securities amounting to $211,344, which more than offset the outflows from the acquisition of share investments of $(174,247), purchase of plant and equipment of $(21,945), and changes in fixed deposits of $(20,448). Dividend income for the period was $8,946.
Financing Activities
During the three months ended March 31, 2025, the Company had net cash of $(860) used in financing activities due to a loan repayment of $860 to a director. By comparison during the three-month ended March 31, 2024, the Company had net cash of $26,930 generated from financing activities for advances from directors of $26,930
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.
| 36 |
| Table of Contents |
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of March 31, 2025, the Company carried out an evaluation under the supervision and with the participation of its Chief Executive Officer and Acting 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 Acting 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 maintaineffective 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 swiftly identified and investigated governance irregularities at the subsidiary level, demonstrating strong oversight and proactive risk management.
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 |
| · | Re-training accounting staff on internal control and reporting policies. |
The Company expects these remediation measures to be completed during fiscal year 2025. The effectiveness of these controls will be reassessed as part of management’s ongoing internal control evaluation process.
Changes in Internal Controls over Financial Reporting
Except as described above, there were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 37 |
| Table of Contents |
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
There are presently no pending legal proceedings to which the Company or any of its property is subject, or any material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities is a party or has a material interest adverse to the Company, and no such proceedings are known to the Company to be threatened or contemplated against it.
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable to our Company.
Item 5. Other Information.
None
| 38 |
| Table of Contents |
Item 6. Exhibits.
Exhibit |
| Description |
|
|
|
| ||
|
|
|
| ||
|
|
|
101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).* |
|
|
|
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document.* |
|
|
|
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document.* |
|
|
|
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document.* |
|
|
|
101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document.* |
|
|
|
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document.* |
|
|
|
104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).* |
______________
+ In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 were furnished and not filed.
** Previously filed or furnished as an exhibit to BioNexus Gene Lab Corp.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 . * Furnished with this Form 10-Q.
| 39 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BIONEXUS GENE LAB CORPORATION | |
| /s/ Su-Leng Tan Lee | |
| Su-Leng Tan Lee | |
Chief Executive Officer (Principal Executive Officer) | |
/s/ Su-Leng Tan Lee |
|
Su-Leng Tan Lee |
|
Acting Chief Financial Officer (Principal Financial and Accounting Officer) |
|
May 15, 2025
| 40 |