BioNexus Gene Lab Corp
For the period ended Mar 31, 2025. Filed May 15, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 15, 2025
BGLC$0.83-3.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-15.
0001477932-24-007332
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001477932-25-003821
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 80 previous paragraphs and 91 current paragraphs.
28 unchanged; 18 reworded; 45 added; 32 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 8 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (45)
Current report
General
Current report
We were incorporated in the State of Wyoming on May 12, 2017 and operations of our Malaysian company began operations in July 2017. Consequently, the following discussion and analysis of the results of operations and financial condition of the Company is for fiscal 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.
Current report
Overview
Current report
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).
Current report
We successfully completed the integration of Nasdaq-listed operations following our 2023 uplisting, while maintaining a stable liquidity position and initiating expansion into the digital healthcare and decentralized asset infrastructure sectors.
Current report
Strong Liquidity Position and Clean Capital Structure
Current report
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.
Current report
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.
Current report
Strategic Positioning for Growth and Innovation
Current report
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.
Current report
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.
Current report
Nasdaq Compliance Timeline & Milestones
Current report
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.
Current report
(a) Advisory Agreement.
Current report
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.
Current report
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.
Current report
(f) 2025 Reverse Stock Split
Current report
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.
Current report
Result of Operations
Current report
Exchange Rates
Current report
Results of Operations for the Period Ended March 31, 2025 Compared to the Period Ended March 31, 2024 (unaudited).
Current report
The following table sets forth key selected financial data for the three months ended March 31, 2025 and 2024.
Current report
Consolidated
Current report
Segmented Information
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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%.
Current report
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.
Current report
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.
Current report
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:
Current report
Sales and Marketing Expensesincreased 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:
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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:
Current report
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.
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Removed paragraphs (32)
Previous report
The results of operations for Chemrex were adversely impacted during fiscal year 2023 and the slow recovery into 2024 as the businesses of Chemrex customers especially manufacturers continue to suffer from the lingering impact of Covid and supply chain shocks to the global economy. Many customers across Malaysia saw their supply chains interrupted, demand for their products and services decline and experienced shortages in supplies and inputs.
Previous report
Chemrex contributed $2,627,813 (99.9%) of the total revenue for the current quarter ended September 30, 2024, as compared to $2,537,150 (99.4%) of the total revenue for the quarter ended September 30, 2023. Chemrex’s revenues slight increase of 3.6% from same quarter last year was due to an increase in purchases from existing customers.
Previous report
MRNA Scientific contributed $2,563 (0.1%) of the total revenue for the quarter ended September 30, 2024, compared to $16,536 (0.6%) of the total revenue for the quarter ended September 30, 2023. Revenues decreased by $13,973 from the same quarter last year, reflecting an 84.5% decline due to fewer client referrals from diagnostics centers.
Previous report
Cost of Revenue. For the quarter ended September 30, 2024, we incurred $2,303,840 in cost of revenues, as compared to $2,199,354 for the quarter ended September 30, 2023, a slight increase of 4.8% was due to higher sales and fluctuations in purchasing conditions.
Previous report
*Gross Profit.*For the quarterly period ended September 30, 2024, we had total gross profit of $326,536 as compared to gross profit of $354,332 for the quarterly period ended September 30, 2023. The decrease of 7.8% from the prior period is due to the reasons discussed above.
Previous report
MRNA Scientific contributed $445 (0.1%) of the total gross profit of $326,536 for the current quarter ended September 30, 2024 as compared to gross profit of $9,235 (2.6%) of the total gross profit of $354,332 from the quarter ended September 30, 2023. The decrease of $8,790 from the prior period is due to decreased revenues for the current period.
Previous report
Other Income. For the quarterly period ended September 30, 2024, we had $465,527 in other income, as compared to of $199,284 for the quarterly period ended September 30, 2023, an increase of approximately 133.6%.
Previous report
Chemrex contributed $442,755 (95.1%) to other income for the current quarter ended September 30, 2024, as compared to $197,527 (99.1%) of other income for the quarter ended September 30, 2023. Chemrex’s other income increased by 124.1% due to dividends received from other investments, increases in fixed deposits resulting in higher interest income, gains on equity investment, and the recovery of doubtful debts and loss allowances.
Previous report
MRNA Scientific contributed $22,772 (4.9%) of other income for the current quarter ended September 30, 2024, as compared to $1,757 (0.9%) of the other income for the quarter ended September 30, 2023. The increase of $21,015, approximately 1,196%, is due to increases in fixed deposits resulting in higher interest revenue, along with higher rental income and gain on unrealised forex transactions.
Previous report
*Operating Expenses.*For the quarter ended September 30, 2024, we had total operating expenses of $2,129,685 compared to total operating expenses of $3,082,128 for the quarter ended September 30, 2023. The decrease of approximately 30.9% primarily stemmed from lower professional expenses at the parent level which were related to our Nasdaq listing in 2023, along with a reduction in share-based compensation and a lower provision for loss allowance from Chemrex.
Previous report
Chemrex incurred $1,452,543 (68.2%) of the total operating expenses for the current quarter ended September 30, 2024, compared to $1,322,231 (42.9%) of the total operating expenses for the quarter ended September 30, 2023. The increase of approximately 9.9% was due to increases in directors’ remuneration and staff salaries, and a higher loss on the fair value of investments.
Previous report
MRNA Scientific incurred $290,544 (13.6%) of the total operating expenses for the quarter ended September 30, 2024, compared to $71,870 (2.3%) of the total operating expenses for the quarter ended September 30, 2023. The increase of approximately 304.3% for the current quarter was due to increases in directors’ remuneration, staff salaries for marketing and business development, amortization of the right-of-use asset, office utilities, additional costs related to losses on realized exchange rates, unrealized exchange rates, and lease terminations.
Previous report
BGLC, the holding company, incurred $386,598 (18.2%) of total operating expenses for the current quarter ended September 30, 2024, compared to $1,688,027 (54.8%) of total operating expenses for the quarter ended September 30, 2023. This represents a decrease of $1,301,429, or approximately 77.1%, in operating costs for the quarter ended September 30, 2024. The decrease was due to additional professional expenses related to the company's successful listing on Nasdaq, as well as costs incurred for advisory, legal, and underwriting services which occurred in the last quarter of 2023 which were not repeated in the same period of 2024. The reduction also includes discontinued expenses for medical advisers, investor relations services, and securities underwriting.
Previous report
Revenue. For the nine months period ended September 30, 2024, we had total revenue of $6,986,791 as compared to total revenue of $7,497,739 for the same period in 2023, a 6.8% decrease from the same period last year.
Previous report
Chemrex contributed $6,975,567 (99.8%) of the total revenue for the nine month period ended September 30, 2024, as compared to $7,469,271 (99.6%) of the total revenue for the same period last year. Chemrex’s revenues had decreased by $493,704 from the same period last year, representing a decline of 6.61%. We had a decrease in revenue in the first two quarters attributable to increased competition and the lack of new projects in the market, resulting in fewer orders from existing customers, however, conditions gradually improved in the third quarter of 2024.
Previous report
MRNA Scientific contributed $11,224 (0.2%) of total revenue for the nine-month period ended September 30, 2024, compared to $28,468 (0.4%) for the same period last year. MRNA Scientific's revenue decreased by $17,244 from the nine months of 2023, a 60.6% decrease. The decrease in revenue for 2024 was due to RNA machine breakdowns that occurred during the current period for BGS tests along with fewer client referrals from diagnostics centers.
Previous report
Cost of Revenue. For the nine months period ended September 30, 2024, we incurred $6,006,504 in cost of revenues as compared to $6,434,796 for the same period in 2023, which represents a decrease of $428,292. The 6.7% decrease was due to reduction in costs related to lower revenues discussed above.
Previous report
Chemrex had incurred $5,999,781 (99.9%) of the total cost of revenue during the current period ended September 30, 2024, as compared to $6,419,947 for the same period in last year wherein Chemrex had incurred (99.8%) of the total in cost of revenue, a decrease of $420,166. The 6.55% decrease was due to the reason stated above.
Previous report
MRNA Scientific had incurred $6,723 (0.1%) of the total cost of revenues during the current period ended September 30, 2024 as compared to $14,849 (0.2%) for the same period last year. Cost of revenue decreased by $8,126 from the prior nine month period due a reduction of revenues during the current nine month period.
Previous report
Gross Profit. For the nine months period ended September 30, 2024, we had total gross profit of $980,287 as compared to gross profit of $1,062,943 for the same period in 2023, a decrease of approximately 7.8% from the prior period.
Previous report
Chemrex contributed $975,786 (99.5%) of the total gross profit for the current nine months period ended September 30, 2024, as compared to $1,049,324 (98.7%) of the total gross profit for the same period last year, a decrease of $73,538. The 7.01% decrease for current period was due to lower revenues, mainly at Chemrex, as stated above.
Previous report
MRNA Scientific had a gross profit of $4,501 (0.5%) of the total gross profit of $980,287 for the current nine months period ended September 30, 2024, as compared to $13,619 (1.3%) of the total gross profit of $1,062,943 from the same period last year 2023. The gross profit decrease of 67% was due to a reduction in revenues for the current period as stated above.
Previous report
Other Income. For the nine months period ended September 30, 2024, we had $1,397,479 as compared to $511,792 for the same period in 2023, increased by $885,687 approximately 173.1%.
Previous report
Chemrex contributed $1,298,649 (92.9%) of other income for the current nine months period ended September 30, 2024, as compared to $507,870 (99.2%) of the other income for the same period last year, an increase of $790,779. The 155.71% increase was generated from dividends received, gain on equity investment, doubtful debts recovered, and provision losses allowance recovered.
Previous report
MRNA Scientific had $98,830 (7.1%) for nine months period ended September 30, 2024, as compared to $3,922 (0.8%) for the same period in 2023. The 2,419.9% was due to increased interest income from US dollar deposits in Malaysian accounts and gains on unrealised foreign exchange and rental income.
Previous report
Operating Expenses. For the nine-month period ended September 30, 2024, we had total operating expenses of $3,535,248 compared to total operating expenses of $4,426,077 for the same period in 2023, a decrease of $890,829. The 20.1% decrease was primarily due to BGLC, the holding company, which reduced professional expenses from advisors, attorneys, underwriting costs and share-based compensation.
Previous report
Chemrex had incurred $2,149,306 (60.8%) of the total operating expenses for the current nine months period in 2024 as compared to $2,348,127(53.1%) of the total operating expenses for the same period last year 2023, a decrease of $198,821. The decrease of 8.47% is due to the reduction in the provision for losses on account receivables.
Previous report
MRNA Scientific incurred $475,762 (13.5%) of the total operating expenses for the current nine-month period, compared to $170,590 (3.9%) of the total operating expenses for the same period last year, an increase of $305,172. The 178.9% increase in operating costs for the current nine-month period was due to the hiring of new staff for marketing and business development, an increase in directors’ remuneration, additional costs from the settlement of a supplier contract dispute, motor vehicle maintenance fees, and unrealized exchange rate losses of $208,674.
Previous report
BGLC, the holding company, incurred $910,180 (25.7%) of total operating expenses for the current nine-month period ended September 30, 2024, compared to $1,907,360 (43.1%) of total operating expenses for the same period last year 2023, a decrease of $997,180. The 52.28% reduction for the current period was primarily due to reduced expenses of consultant fees for capital, corporate advisory services and compliance services and share-based compensation. The reduction also includes discontinued expenses for medical advisers, investor relations services, and underwriting costs.
Previous report
Loss from Operations. We had a loss from operations of $1,157,482 for nine months period ended September 30, 2024, as compared to loss of $2,851,342 for the same period in 2023, a decrease of $1,693,860. The 59.4% decrease was due to the reasons discussed above.
Previous report
Income tax expense***.*** For the nine-months period ended September 30, 2024, we had income tax provided by Chemrex $77,207 and MRNA Scientific had no tax provision as compared to the same period in 2023 which had a tax estimated $76,418 from Chemrex and no tax provided from MRNA Scientific-Malaysia.
Previous report
During the nine months ended September 30, 2024, the Company had net cash of $75,956 used in investment activities from the acquisition of quoted shares valued at $486,170, purchase of plant & equipment of $222,967, proceeds from disposal of share investments of $494,741, refund from settlement of supplier contract dispute at $78,787 and dividend income of $59,653. By comparison during the nine months ended September 30, 2023, the Company had net cash of $368,824 used in investment activities from acquisition of share investment of $296,109, purchase of plant & equipment of $148,461, proceeds from disposal of share investments of $26,854 and dividend income of $48,892
Reworded paragraphs (18)
Previous wording
The corporate and principal office address of the Company and MRNA Scientific Malaysia is Unit A-28-7, 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.
Current wording
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.
Previous wording
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.
Current wording
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.
Previous wording
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. Please refer to that filing for more information on the investment.
Current wording
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.
Previous wording
(b) Notification of delisting and stay of suspension
Current wording
(c) Notification of Delisting, Stay of Suspension and Re-Compliance.
Previous wording
On November 5, 2024, BioNexus Gene Lab Corp (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.
Current wording
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.
Previous wording
During and subsequent to the reporting period ending September 30, 2024, as a result of recent transactions occurring at its Chemrex subsidiary (See Note 14 to Unaudited financial statements included in this 10-Q filing), 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.
Current wording
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.
Previous wording
Revenue. For the quarter ended September 30, 2024, we had total revenue of $2,630,376 as compared to total revenue of $2,553,686 for the quarter ended September 30, 2023, an increase of 3% from the prior quarter.
Current wording
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.
Previous wording
Chemrex had incurred $2,301,722 (99.9%) of the total cost of revenue during the current quarter period ended September 30, 2024, as compared to the quarter ended September 30, 2023, wherein Chemrex had incurred $2,192,053 (99.7%) of the total cost of revenue. The slight decrease in Chemrex’s cost of revenues for the current period was due to decreased revenues.
Current wording
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.
Previous wording
MRNA Scientific had incurred $2,118 (0.1%) of the total cost of revenues during the current quarter period ended September 30, 2024, as compared to $7,301 (0.3%) for the quarterly period ended September 30, 2023. Cost of revenue decreased by $5,183 from prior quarter due to its decreased revenues as stated above.
Current wording
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.
Previous wording
Chemrex contributed $326,091 (99.9%) of the total gross profit for the current quarter ended September 30, 2024, as compared to $345,097 (97.4%) of the total gross profit for the quarter ended September 30, 2023. Chemrex’s gross profit decreased by $19,006 reflecting a decline of 5.5% from the prior quarter due to general business fluctuations.
Current wording
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.
Previous wording
Loss from Operations. We had a loss from operations of $1,337,622 for the quarter ended September 30, 2024, compared to a loss of $2,528,512 for the quarter ended September 30, 2023, reflecting a reduction of approximately 47.1% from the prior period.
Current wording
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.
Previous wording
Income tax expense. For the quarter ended September 30, 2024, we had a tax expense of $1,555 as compared to tax expenses of $76,418 for the quarter ended September 30, 2023, for Chemrex. The lower tax expense was lower due to operating losses during the prior period. There was no tax provision for MRNA Scientific-Malaysia for the quarters ended September 30, 2024, and 2023.
Current wording
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.
Previous wording
*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 September 30, 2024, we experienced a foreign currency gain of $1,046,789 as compared with a foreign currency loss of $18,603 for the three-month period ended September 30, 2023.
Current wording
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.
Previous wording
As of September 30, 2024, we had working capital of $5,635,310 compared with working capital of $6,415,877 as of December 31, 2023. The decrease in working capital as of September 30, 2024 was due principally to investments and expansion of operations.
Current wording
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.
Previous wording
The following is a summary of the Company’s cash flows (used in) / generated from operating, investing, and financing activities for the nine months ended September 30, 2024 and 2023
Current wording
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
Previous wording
By comparison, during the nine months ended September 30, 2023, the Company incurred a net loss of $2,937,506 which, after adjusting for amortization, depreciation, dividend income, fair value gain on share investment, allowances for expected credit losses of $1,372,573, share-based compensation of $601,741, an increase in inventories, a decrease in trade receivables and a substantial reduction in trade payables, advance payment from customer, resulted in net cash of $1,039,686 being used in operating activities during the nine months ended September 30, 2023.
Current wording
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 .
Previous wording
During the nine months ended September 30, 2024, the Company incurred a net loss of $1,250,023 which, after adjusting for amortization, depreciation, dividend income, allowances for expected credit losses of $122,843, recovery for expected credit losses of 842,401, fair value gain on share investment, gain on disposal on share investment, loss arising from settlement of supplier contract dispute of $29,140, share-based compensation of $141,000, an increase in inventories, a decrease in trade and other receivables, advance payment from customer and a substantial reduction in trade payables, resulted in net cash of $2,164,489 being used in operating activities during the nine months ended September 30, 2024.
Current wording
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
Previous wording
During the nine months ended September 30, 2024, the Company had net cash of $1,612 used in financing activities due to advances from directors of $5,362 and offset by interest expense of $6,974. By comparison during the nine months ended September 30, 2023, the Company had net cash of $5,743,206 generated from financing activities due to our initial public offering of 1,437,500 shares at a price of $4.00 per share for total proceeds of $5,750,000 and offset by interest expense of $6,794.
Current wording
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
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
On July 1, 2024, the Company entered into an advisory service agreement with Maxim Group LLC (“Maxim”) to provide merger and acquisition (M&A) services, general financial advisory services, and investment banking services to the Company. The Company agreed and issued 300,000 shares of our common stock to Maxim for such service. Pursuant to the agreement, Maxim agrees to return a proportionate number of the shares to the company if Maxim is in material breach of the agreement.
Previous report — wording carried elsewhere
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 nine-months period ended September 30, 2024, we experienced a foreign currency gain of $839,344 as compared with a foreign currency loss of $391,533 for the same period in 2023.