BioNexus Gene Lab Corp
For the period ended Sep 30, 2025. Filed Nov 14, 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.
Sep 30, 2025 · Filed Nov 14, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-18.
0001477932-25-006023
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001477932-25-008343
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 134 previous paragraphs and 136 current paragraphs.
55 unchanged; 51 reworded; 30 added; 28 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 8 previous and 8 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 (30)
Current report
Management believes current cash and expected financing under our proposed $20 million ATM program with Maxim Group LLC under our recently filed (but not yet effective) S-3 registration statement are sufficient for at least 12 months.
Current report
As disclosed elsewhere herein, on November 12, 2025, the Company entered into a Share Subscription and Shareholders’ Agreement (the “SSSA”) by and among Fidelion, the Company, Tongshu Biotechnology (Hong Kong) Co., Limited (“Tongshu”), Mr. Su-Leng Tan Lee, Molecule Bio LLC and Rainy Morning Technology (Hong Kong) Limited.
Current report
The broader transaction framework requires the negotiation, execution and closing of definitive agreements, including an exclusive intellectual property license for Southeast Asia between the Company and Fidelion and companion agreements between Fidelion and Wuxi Tongshu Biotechnology Co., Limited relating to intellectual property ownership and patent-support services. As of the date of this report, such agreements have not been executed, and the Company is not a party to the contemplated Fidelion–Tongshu agreements. There can be no assurance that any such agreements will be entered into on favorable terms, or at all, or that the conditions precedent to completion under the SSSA will be satisfied.
Current report
As disclosed elsewhere herein, on November 12, 2025, the Company filed a Form 8-K disclosing a Share Subscription and Shareholders’ Agreement (the “SSSA”) by and among Fidelion, the Company, Tongshu Biotechnology (Hong Kong) Co., Limited (“Tongshu”), Mr. Su-Leng Tan Lee, Molecule Bio LLC and Rainy Morning Technology (Hong Kong) Limited.
Current report
Pursuant to the SSSA, the Company agreed to subscribe for newly issued ordinary shares of Fidelion such that the Company will hold at least 15.0% of Fidelion’s enlarged share capital at completion, in exchange for the Company issuing to Fidelion restricted shares representing 19.9% of the Company’s outstanding common stock (pre-issuance). Completion of the SSSA is subject to specified conditions precedent, including execution of a Southeast Asia intellectual property license between the Company and Fidelion and customary corporate and third-party consents. The SSSA acknowledges, on a non-mechanical basis, a targeted post-closing fully diluted capitalization in which Tongshu would hold approximately 30% equity in the Company and the Company would hold approximately 15% in Tongshu.
Current report
The broader transaction framework requires the negotiation, execution and closing of definitive agreements, including an exclusive intellectual property license for Southeast Asia between the Company and Fidelion and companion agreements between Fidelion and Wuxi Tongshu Biotechnology Co., Limited relating to intellectual property ownership and patent-support services. As of the date of this report, such agreements have not been executed, and the Company is not a party to the contemplated Fidelion–Tongshu agreements. There can be no assurance that any such agreements will be entered into on favorable terms, or at all, or that the conditions precedent to completion under the SSSA will be satisfied.
Current report
Please refer to the stated Form 8-K for more information concerning the transaction.
Current report
(g) Filing of Form S-3 Registration Statement.
Current report
As stated elsewhere herein, on November 7, 2025, the Company filed a registration statement on Form S-3 with the U.S. Securities and Exchange Commission (“SEC”) to register up to $100 million of securities that may be offered from time to time. The Company concurrently entered into an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (the “Agent”), pursuant to which the Company may offer and sell, from time to time, shares of its common stock, no par value (the “Common Stock”), having an aggregate offering price of up to $20,000,000 through the Agent, acting as the Company’s exclusive sales agent (the “ATM Program”).
Current report
Sales, if any, will be made in transactions deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, which may be made directly on The Nasdaq Capital Market or otherwise at prevailing market prices, at prices related to prevailing market prices, or at negotiated prices, as permitted by the Agreement. The Company is not obligated to sell any shares under the Agreement, and the Agent is not required to purchase any shares. No sales will be made pursuant to the Agreement unless and until the Company’s shelf Registration Statement on Form S-3 is declared effective by the U.S. Securities and Exchange Commission and the Company has filed the applicable prospectus supplement.
Current report
Weighted average shares outstanding and per share amount have been adjusted for the periods shown to reflect the 1-for-10 reverse stock split effected on April 7, 2025, on a retroactive basis as described in Note 12.
Current report
Three Months Ended September 30, 2025 compared with the Three Months Ended September 30, 2024.
Current report
Chemrex contributed $2,539,055 (99.8%) of the total revenue for the current quarter ended September 30, 2025 as compared to revenue of $2,627,813 (99.9%) of the total revenue for the same quarter in the previous year. The 3.4% decrease in revenue was mainly attributable to a lower sales volume during the current quarter.
Current report
Chemrex incurred $2,165,274, representing 100% of the total cost of revenue for the current quarter ended September 30, 2025. This represents a 5.9% decrease compared to $2,301,722 (99.9%) for the same quarter in the previous year. The decrease in cost of revenue was primarily due to the weaker USD during the current quarter.
Current report
Gross Profit.* *For the current quarter ended September 30, 2025, we had total gross profit of $377,685 as compared to $326,536 in the previous year’s same quarter. This represents an increase of 15.7% for the reasons discussed below.
Current report
MRNA Scientific contributed $3,904 (1%) of the total gross profit of $377,685 for the current quarter ended September 30, 2025 as compared to gross profit of $445 (0.1%) of the total gross profit for the same quarter in the previous year, representing a 777.3% increase. The increase in gross profit during the current quarter was primarily due to higher revenue, along with laboratory costs being reallocated to the R&D department for BGS tests.
Current report
Chemrex contributed $373,781 (99%) of the total gross profit for the current quarter ended September 30, 2025 as compared to $326,091 (99.9%) of the total gross profit for the same quarter in the previous year. This represents an increase in gross profit of 14.6% mainly due to sales with a product mix with higher margin of sale
Current report
Chemrex incurred $508,683 (92.2%) of the total combined sales and marketing expenses of $551,569 for the current quarter ended September 30, 2025, compared to $1,195,502 (96%) of the total combined sales and marketing expenses of $1,245,456 for the same quarter in the previous year. This represents a decrease of 57.5%, mainly attributable to the reduction in officer/directors’ remuneration, including associated statutory employment contributions. To a lesser extent, the decrease was also due to the completion of a one-year contract for services that terminated in the third quarter of this year.
Current report
BGLC, the parent company, incurred $12,675 (2.3%) of the total combined sales and marketing expenses of $551,569 for the current quarter ended September 30, 2025, compared to $25,329 (2%) of the total combined sales and marketing expenses of $1,245,456 for the same quarter in the previous year. This represents a decrease of 50% in sales and marketing expenses for the current quarter ended September 30, 2025. The decrease was primarily due to lower overseas travelling expenses and investor relations costs during the current quarter.
Current report
Research and Development Expenses: For the current quarter ended September 30, 2025, MRNA Scientific incurred $14,876 (100%), compared to $10,442 (100%) for the same quarter in the previous year. This represents an increase of 42.5%, primarily due to the cost of reagents for BGS tests under R&D activities.
Current report
MRNA Scientific incurred $55,835 (12.5%) of the total combined general and administrative of $445,691 for the current quarter ended September 30, 2025, compared to $255,477 (32.2%) of the total combined general and administrative expenses of $792,413 for the same quarter in the previous year representing a decrease of 78.1%. The significant decrease was primarily attributable to the reduction in unrealized foreign exchange losses during the current quarter. In the corresponding quarter of the previous year, unrealized foreign exchange losses amounted to $207,405.
Current report
BGLC, the parent company, incurred $184,116 (41.3%) of total general and administrative of $445,691 for the current quarter ended September 30, 2025, compared to $361,269 (45.6%) of the total combined general and administrative expenses of $792,413 for the same quarter in the previous year. This represents a decrease of 49% was primarily due to the absence of share-based compensation expenses during the current quarter, which for the previous year was incurred due to consulting agreements entered into in 2024.
Current report
**Fair value loss on investments in equity securities:**For the current quarter ended September 30, 2025, Chemrex did not recognize any fair value loss on investments in equity securities, compared to a fair value loss of $76,000 (100% of the total) for the same quarter in the previous year. This represents a 100% reduction due to the full disposal of equity investments during the current quarter.
Current report
Nine Months Ended September 30, 2025 compared with the Nine Months Ended September 30, 2024.
Current report
Chemrex contributed $6,929,849 (99.8%) of the total revenue for the current nine month period ended September 30, 2025 as compared to $6,975,567 (99.8%) of the total revenue for the same period in the previous year. The decrease in revenue of 0.66%, was mainly attributable to a lower sales volume during the current period due to seasonal variations.
Current report
BGLC, the parent company, incurred $37,202 (2.2%) of the total combined sales and marketing expenses of $1,700,691 for the current nine month period ended September 30, 2025, compared to $37,879 (2.5%) of the total combined sales and marketing expenses of $1,535,821 for the same period in the previous year. This represents a decrease of 2%. The slight decrease was primarily due to the absence of investor relations costs during the current period.
Current report
MRNA Scientific incurred $261,005 (19.3%) of the total combined general and administrative of $1,354,357 for the current nine month period ended September 30, 2025, compared to $366,906 (22%) of the total combined general and administrative expenses of $1,667,036 for the same period in the previous year representing a decrease of 28.9%. The decrease was mainly attributable to lower unrealized foreign exchange losses during the current period.
Current report
BGLC, the parent company, incurred $600,888 (44.3%) of total general and administrative of $1,354,357 for the current nine month period ended September 30, 2025, compared to $872,301 (52%) of the total combined general and administrative expenses of $1,667,036 the same period in the previous year. This represents a decrease of 31.11% mainly due to lower legal fees and share base compensation.
Current report
Provision for Expected Credit Losses:* *For the current nine month period ended September 30, 2025, Chemrex has made an addition provision of $215,942 (100% of the total), compared to $122,843 (100% of the total) for the same period in the previous year, represents an increase of 75.80%.
Current report
The significant increase was primarily due to a higher provision recognized for trade receivables, reflecting increased credit risk exposure and updated assessments of customer payment behavior during the current quarter.
Removed paragraphs (28)
Previous report
Our Q2 2025 gross margin increased 170 bps YoY to 16.3% on improved mix and pricing. Operating expenses increased primarily due to sales & marketing investments ($608k vs $136k in Q2’24), reflecting channel development and pre‑commercialization activities. Other income was lower YoY chiefly because the reversal of expected credit losses normalized ($69.8k in Q2’25 vs $552.7k in Q2’24). These factors drove a swing from $259k operating profit in Q2’24 to $(611)k in Q2’25.
Previous report
(c) Notification of Delisting, Stay of Suspension and Re-Compliance.
Previous report
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.
Previous report
Under Rule 5810(c)(3)(A), the Company automatically was provided with a period of 180 calendar days, until May 6, 2024, to regain compliance.
Previous report
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.
Previous report
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 report
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.
Previous 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.
Previous 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.
Previous report
Results of Operations
Previous report
Segmented Information
Previous report
Chemrex contributed $2,256,787 (99.8%) of the total revenue for the current quarter ended June 30, 2025 as compared to revenue of $1,969,068 (99.7%) of the total revenue for the same quarter in the previous year The increase in revenue of 14.6% was mainly due to higher sales volume, supported by continued demand from existing customers.
Previous report
Chemrex had incurred $1,889,506 (99.9%) of total cost of revenue during the current quarter ended June 30, 2025. This represents an increase of 12.2% as compared to $1,683,491 (99.9%) in the previous year’s same quarter. The increase in cost of revenues for the current quarter ended June 30, 2025 was mainly due to the increase in revenues.
Previous report
Gross Profit.* *For the current quarter ended June 30, 2025, we had total gross profit of $368,022. This represents an increase of 27.5% as compared to $288,720 in the previous year’s same quarter.
Previous report
MRNA Scientific contributed $741 (0.2%) of the total gross profit of $368,022 for the current quarter ended June 30, 2025 as compared to gross profit of $3,143 (1.1%) of the total gross profit for the same quarter in the previous year. The decrease in gross profit during the current quarter by 76.4% was mainly due to lower revenue and higher laboratory cost incurred.
Previous report
Chemrex contributed $367,281 (99.8%) of the total gross profit for the current quarter ended June 30, 2025 as compared to $285,577 (98.9%) of the total gross profit for the same quarter in the previous year. This represents an increase in gross profit of 28.6% mainly due to the increase in revenues registered in the current quarter.
Previous report
Chemrex incurred $559,541 (92%) of the total combined sales and marketing expenses of $608,427 for the current quarter ended June 30, 2025, compared to $103,257 (75.6%) of the total combined sales and marketing expenses of $136,494 for the same quarter in the previous year. This represents an increase of 441.9% mainly attributed by higher officer/directors’ remuneration, which includes associated statutory employment contributions and to a lesser extent, a new contract for services appointed on August 1, 2024. The contract focuses on business development efforts to expand both locally and internationally.
Previous report
BGLC, the parent company, incurred $20,462 (3.3%) of the total combined sales and marketing expenses of $608,427 for the current quarter ended June 30, 2025, compared to $10,226 (7.5%) of the total combined sales and marketing expenses of $136,494 for the same quarter in the previous year. This represents an increase of 100.1% in sales and marketing expenses for the current quarter ended June 30, 2025. The increase was mainly due to overseas travel expenses and business development expenses incurred during the current quarter.
Previous report
Research and Development Expenses: For the current quarter ended June 30, 2025, MRNA Scientific incurred $12,557 (100%), compared to $8,198 (100%) for the same quarter in the previous year. This reflects an increase of 53.2% primarily due to a change in the exchange rate used to convert local currency to U.S. dollars (4.31 in the current quarter versus 4.73 in the same quarter last year) rather than a rise in actual R&D activity or spending.
Previous report
MRNA Scientific incurred $149,164 (28.9%) of the total combined general and administrative of $516,790 for the current quarter ended June 30, 2025, compared to $73,154 (13.1%) of the total combined general and administrative expenses of $558,829 for the same quarter in the previous year representing an increase of 103.9%. The increase was mainly due to repair costs of lab equipment, amortization of the right-of-use asset, increased utility expenses, legal adviser fees, realized foreign exchange loss and an unrealized foreign exchange loss amounting to $89,757.
Previous report
BGLC, the parent company, incurred $206,035 (39.9%) of total general and administrative of $516,790 for the current quarter ended June 30, 2025, compared to $363,934 (65.1%) of the total combined general and administrative expenses of $558,829 for the same quarter in the previous year This represents a decrease of 43.4% mainly due to lower directors’ fees and legal fees incurred during the current quarter.
Previous report
**Fair value loss on investments in equity securities:**For the current quarter ended June 30, 2025, Chemrex incurred a loss on investments in equity securities of $51,002 (100% of the total), compared to $56,136 (100% of the total) for the same quarter in the previous year. This represents a reduction of 9.1%, due to improved market conditions and stabilization in the valuation of the company’s equity investment portfolio.
Previous report
Revenue*.** ***
Previous report
Chemrex contributed $4,390,794 (99.9%) of the total revenue for the current six month period ended June 30, 2025 as compared to $4,347,754 (99.8%) of the total revenue for the same period in the previous year. The increase in revenue of 0.99%, was mainly driven by improved sales performance, supported by stronger demand from key customers and expanded marketing efforts.
Previous report
BGLC, the parent company, incurred $24,527 (2.1%) of the total combined sales and marketing expenses of $1,149,122 for the current six month period ended June 30, 2025, compared to $12,550 (4.3%) of the total combined sales and marketing expenses of $290,365 for the same period in the previous year. This represents an increase of 95.4% mainly due to overseas travel expenses and business development expenses incurred during the current six month period.
Previous report
MRNA Scientific incurred $205,170 (22.6%) of the total combined general and administrative of $908,666 for the current six month period ended June 30, 2025, compared to $111,429 (12.7%) of the total combined general and administrative expenses of $874,623 for the same period in the previous year representing an increase of 84.1%. The increase was mainly due to repair cost of lab equipment, amortization of the right-of-use asset, increased utility expenses, legal adviser fees, realized foreign exchange loss and an unrealized foreign exchange loss.
Previous report
BGLC, the parent company, incurred $416,772 (45.9%) of total general and administrative of $908,666 for the current six month period ended June 30, 2025, compared to $511,032 (58.4%) of the total combined general and administrative expenses of $874,623 the same period in the previous year. This represents a decrease of 19.4% mainly due to the lower amount of directors’ fees and legal fees incurred during the current period.
Previous report
Provision for Expected Credit Losses:* *For the current six month period ended June 30, 2025, Chemrex incurred $40,124 (100% of the total), compared to $120,469 (100% of the total) for the same period in the previous year. This represents a reduction of 66.69%, mainly due to improved credit risk profiles and more effective receivables collection processes.
Reworded paragraphs (51)
Previous wording
As of June 30, 2025, the Company had cash and cash equivalents of $1.54 million and total liquidity exceeding $6 million. “Total liquidity” is a management liquidity metric comprised of cash and cash equivalents, fixed deposits with original maturities greater than three months, investments in equity securities, and trade receivables, net. See the Condensed Consolidated Balance Sheets and Note 2 (Summary of Significant Accounting Policies) for definitions of cash equivalents and fixed deposits. See also Note 15 for subsequent‑events updates (Fidelion term sheet; Chemrex CDMO authorization) that may affect capital allocation and future liquidity planning. This liquidity position, combined with minimal outstanding debt and a simplified capital structure, provides a solid foundation for operational continuity, strategic investments, and potential M&A activities. We believe our capital structure - free of preferred stock, convertible debt, or high-yield instruments - positions us favorably to pursue growth initiatives on shareholder-friendly terms.
Current wording
As of September 30, 2025, the Company had cash and cash equivalents of $1.36 million and total liquidity exceeding $5 million. “Total liquidity” is a management liquidity metric comprised of cash and cash equivalents, fixed deposits with original maturities greater than three months, investments in equity securities, and trade receivables, net. See the Condensed Consolidated Balance Sheets and Note 2 (Summary of Significant Accounting Policies) for definitions of cash equivalents and fixed deposits. See also Note 15 for subsequent‑events updates (Fidelion term sheet; Chemrex CDMO authorization) that may affect capital allocation and future liquidity planning. This liquidity position, combined with minimal outstanding debt and a simplified capital structure, provides a solid foundation for operational continuity, strategic investments, and potential M&A activities. We believe our capital structure - free of preferred stock, convertible debt, or high-yield instruments - positions us favorably to pursue growth initiatives on shareholder-friendly terms.
Previous wording
In July 2025, subsequent to the period covered by this report, the Company, through MRNA Scientific Sdn. Bhd., entered into a non‑binding term sheet with Fidelion Diagnostics Pte Ltd (“Fidelion”), a Singapore-based precision diagnostics company specializing in tumor-agnostic, minimal residual disease (MRD) detection. The non-binding term sheet is for a contemplated strategic, cross‑equity alliance and exclusive commercialization rights for the VitaGuard™ MRD platform in Southeast Asia. The transaction remains subject to execution of definitive agreements.
Current wording
In July 2025, the Company, through MRNA Scientific Sdn. Bhd., entered into a non‑binding term sheet with Fidelion Diagnostics Pte Ltd (“Fidelion”), a Singapore-based precision diagnostics company specializing in tumor-agnostic, minimal residual disease (MRD) detection. The non-binding term sheet is for a contemplated strategic, cross‑equity alliance and exclusive commercialization rights for the VitaGuard™ MRD platform in Southeast Asia.
Previous wording
On July 30, 2025, the Company entered into a non-binding term sheet with Fidelion Diagnostics Pte Ltd (“Fidelion”) for a contemplated strategic cross-equity alliance and exclusive commercialization rights for Fidelion’s VitaGuard™ minimal residual disease (MRD) platform in Southeast Asia. Under the term sheet, the Company will acquire a strategic equity stake in Fidelion and Fidelion will receive an equity investment and license fee from the Company. The transaction is subject to execution of definitive agreements. VitaGuard™ is a tumor-naïve, liquid biopsy MRD platform capable of detecting cancer recurrence at variant allele frequencies as low as 0.02%, with cost per test expected to be under USD $300. The Company intends to lead regulatory submissions and a phased roll-out in Singapore and Malaysia, followed by expansion through ASEAN markets. For additional details, refer to the Company’s Current Report on Form 8-K filed July 30, 2025.
Current wording
On July 30, 2025, the Company entered into a non-binding term sheet with Fidelion Diagnostics Pte Ltd (“Fidelion”) for a contemplated strategic cross-equity alliance and exclusive commercialization rights for Fidelion’s VitaGuard™ minimal residual disease (MRD) platform in Southeast Asia. Under the term sheet, the Company will acquire a strategic equity stake in Fidelion and Fidelion will receive an equity investment and license fee from the Company. The transaction is subject to execution of definitive agreements. VitaGuard™ is a tumor-naïve, liquid biopsy MRD platform capable of detecting cancer recurrence at variant allele frequencies as low as 0.02%, with cost per test expected to be under USD $300. The Company intends to lead regulatory submissions and a phased roll-out in Singapore and Malaysia, followed by expansion through ASEAN markets.
Previous wording
Results of Operations for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 (unaudited).
Current wording
Results of Operations for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 (unaudited).
Previous wording
The following table sets forth key selected financial data for the three months and six months ended June 30, 2025 and 2024.
Current wording
The following table sets forth key selected financial data for the three months and nine months ended September 30, 2025 and 2024.
Previous wording
Revenue.* *For the current quarter ended June 30, 2025, we had total revenue of $2,260,253, an increase of 14.5% as compared to total revenue of $1,974,564 for the same quarter in the previous year.
Current wording
Revenue.* *For the current quarter ended September 30, 2025, we had total revenue of $2,543,823 as compared to total revenue of $2,630,376 for the same quarter in the previous year. This represents a decrease of 3.3% for the reasons discussed below.
Previous wording
MRNA Scientific contributed $3,466 (0.2%) of the total revenue for the current quarter ended June 30, 2025, as compared to revenue of $5,496 (0.3%) of the total revenue from the same quarter in the previous year. The decrease in revenue of 36.9% 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.
Current wording
MRNA Scientific contributed $4,768 (0.2%) of the total revenue for the current quarter ended September 30, 2025, as compared to revenue of $2,563 (0.1%) of the total revenue from the same quarter in the previous year, representing an increase of 86%. The increase in revenue was mainly attributable to more client referrals from diagnostic centers.
Previous wording
Cost of Revenue**.** For the current quarter ended June 30, 2025, we incurred $1,892,231 in cost of revenues, as compared to $1,685,844 for the same quarter in the previous year. The increase of 12.2% was due to reason as stated below.
Current wording
Cost of Revenue**.** For the current quarter ended September 30, 2025, we incurred $2,166,138 in cost of revenues, as compared to $2,303,840 for the same quarter in the previous year. The decrease of 6% was for the reasons discussed below.
Previous wording
MRNA Scientific had incurred $2,725 (0.1%) of the total cost of revenues during the current quarter ended June 30, 2025. This represents an increase of 15.8% as compared to $2,353 (0.1%) for the same quarter in the previous year. The slight increase in cost of revenue for the current quarter ended June 30, 2025 despite lower revenue was mainly due to higher cost incurred.
Current wording
MRNA Scientific had incurred $864 (0%) of the total cost of revenues during the current quarter ended September 30, 2025. This represents a decrease of 59.2% as compared to $2,118 (0.1%) for the same quarter in the previous year. The decrease in cost of revenues for the current quarter is primarily due to reclassification of certain costs previously charged under cost of revenue to the R&D department. Specifically, costs associated with the BGS test were shared and reclassified.
Previous wording
Other Income**.** For the current quarter ended June 30, 2025, other income has reduced by 71.3% to $209,461, compared to $730,105 for the same quarter in the previous year.
Current wording
Other Income**.** For the current quarter ended September 30, 2025, other income was $107,760, compared to $465,527 for the same quarter in the previous year. This represents a decrease of 76.9% for the reasons discussed below.
Previous wording
MRNA Scientific contributed $28,569 (13.6%) of total other income for the current quarter ended June 30, 2025 as compared to $37,364 (5.1%) of the other income for the same quarter in the previous year. This represents a decline of 23.5% mainly due to the drop in USD interest rates, which led to lower interest income from fixed deposits.
Current wording
MRNA Scientific contributed $22,101 (20.5%) of total other income for the current quarter ended September 30, 2025 as compared to $22,772 (4.9%) of the other income for the same quarter in the previous year. This represents a decline of 2.9% mainly due to the drop in USD interest rates, which led to lower interest income from fixed deposits.
Previous wording
Chemrex contributed $180,892 (86.4%) of total other income for the current quarter ended June 30, 2025 as compared to $692,741 (94.9%) of the total other income for the same quarter in the previous year. This represents a decrease of 73.9%. The lower in other income for the current quarter 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 and lower reversal of expected credit losses.
Current wording
Chemrex contributed $85,659 (79.5%) of total other income for the current quarter ended September 30, 2025 as compared to $442,755 (95.1%) of the total other income for the same quarter in the previous year. This represents a decrease of 80.65%. The decrease for the current quarter was primarily due to lower bank interest earnings and dividends received from investment, a decrease in fair value gains on investments in equity securities, the absence of fair value gain on investments in equity securities and the reversal of expected credit losses.
Previous wording
Operating Expenses.** **For the current quarter ended June 30, 2025, total operating expenses amounted to $1,188,776, representing an increase of 56.5% compared to $759,657 for the same quarter in the previous year. This increase was primarily attributed to the increase in sales and marketing expenses and research and development expenses, partially offset by a decrease in general and administrative and fair value loss on investment in equity securities, The breakdown of the expenses are as follows:
Current wording
Operating Expenses.** **For the current quarter ended September 30, 2025, total operating expenses amounted to $1,187,954 compared to $2,129,685 for the same quarter in the previous year. This represents a decrease of 44.2% primarily attributed to the decrease in sales and marketing expenses and general and administrative, partially offset by an increase in research and development expenses and provision for expected credit losses and the absence of fair value loss on investment in equity securities, The breakdown of the expenses are as follows:
Previous wording
Sales and Marketing Expenses increased significantly to $608,427 for the current quarter ended June 30 , 2025, compared to $136,494 in the previous year’s same quarter, an increase of 345.8%. This increase was primarily attributable to higher compensation expense at the Chemrex subsidiary. The details by entity are as follows:** **
Current wording
Sales and Marketing Expenses decreased significantly to $551,569 for the current quarter ended September 30, 2025, compared to $1,245,456 in the previous year’s same quarter, a decrease of 55.7%. This decrease was primarily attributable to lower compensation expense at the Chemrex subsidiary. The details by entity are as follows:** **
Previous wording
MRNA Scientific incurred $28,424 (4.7%) of the total combined sales and marketing expenses of $608,427 for the current quarter ended June 30, 2025, compared to $23,011 (16.9%) of the total combined sales and marketing expenses of $136,494 for the same quarter in the previous year. This represents an increase of 23.5% mainly due to the increase in the directors’ remuneration as a result of additional scope of work being undertaken by such directors.
Current wording
MRNA Scientific incurred $30,211 (5.5%) of the total combined sales and marketing expenses of $551,569 for the current quarter ended September 30, 2025, compared to $24,625 (2%) of the total combined sales and marketing expenses of $1,245,456 for the same quarter in the previous year. This represents an increase of 22.7% mainly due to the increase in the directors’ remuneration as a result of additional scope of work being undertaken by such directors related to the recently announced business developments.
Previous wording
General and Administrative Expenses: For current quarter ended June 30, 2025, the total general and administrative expenses amounted to $516,790, compared to $558,829 for the same quarter in the previous year, a decrease of $42,039 or 7.5%. The details by entity are as follows:
Current wording
General and Administrative Expenses: For current quarter ended September 30, 2025, the total general and administrative expenses amounted to $445,691, compared to $792,413 for the same quarter in the previous year, a decrease of $346,722 or 43.76%. The details by entity are as follows:
Previous wording
Chemrex incurred $161,591 (31.3%) of the total combined general and administrative expenses of $516,790, compared to $121,741 (21.8%) of the total combined general and administrative expenses of $558,829 for the same quarter in the previous year, an increase of 32.7%. The increase was primarily due to losses of realized and unrealized foreign exchange during the period and transport charges.
Current wording
Chemrex incurred $205,740 (46.2%) of the total combined general and administrative expenses of $445,691, compared to $175,667 (22.2%) of the total combined general and administrative expenses of $792,413 for the same quarter in the previous year, an increase of 17.12%. The increase was primarily due to losses of realized and unrealized foreign exchange during the period and transport charges.
Previous wording
(Loss)/Profit from Operations. We had a loss from operations of $611,293 for the current quarter ended June 30, 2025 as compared to a profit of $259,168 for the same quarter in the previous year. The loss from operations is due to the reasons discussed above.
Current wording
Loss from Operations. We had a loss from operations of $702,509 for the current quarter ended September 30, 2025, as compared to a loss of $1,337,622 for the same quarter in the previous year. The loss from operations is due to the reasons discussed above.
Previous wording
Income tax expense**.** For the current quarter ended June 30, 2025 there is no provision of income tax expense for Chemrex as compared to tax expenses of $55,584 for the same quarter in the previous year.
Current wording
Income tax expense**.** For the current quarter ended September 30, 2025, there is no provision of income tax expense for Chemrex as compared to tax expenses of $1,555 for the same quarter in the previous year.
Previous wording
Foreign currency exchange gain*.We are exposed to fluctuations in foreign exchange rates on the revaluation of monetary assets and liabilities denominated *in currencies other than the US Dollar. Therefore, any change in the relevant exchange rate would require us to recognize a transaction gain or loss on revaluation. For the current quarter ended June 30, 2025, we experienced a foreign currency gain of $367,078 as compared with a foreign currency gain of $2,463 for the same quarter in the previous year.
Current wording
Foreign currency exchange gain*.We are exposed to fluctuations in foreign exchange rates on the revaluation of monetary assets and liabilities denominated *in currencies other than the US Dollar. Therefore, any change in the relevant exchange rate would require us to recognize a transaction gain or loss on revaluation. For the current quarter ended September 30, 2025, we experienced a foreign currency gain of $3,216 as compared with a foreign currency gain of $1,046,789 for the same quarter in the previous year.
Previous wording
Provision for expected credit losses. For the current three month period ended June 30, 2025, Chemrex incurred $69,759 (100% of the total), compared to $552,663 (100% of the total) for the same period in the previous year. This represents a reduction of 87.4%, mainly due to improvements in the collection process.
Current wording
Provision for expected credit losses. For the current three month period ended September 30, 2025, Chemrex has made an additional provision of $175,818 (100% of the total), compared to $2,374 (100% of the total) for the same period in the previous year. This represents a 7,306% increase. The significant increase was primarily due to a higher provision recognized for trade receivables, reflecting increased credit risk exposure and updated assessments of customer payment behavior during the current quarter.
Previous wording
For the current six month period ended June 30, 2025, we had total revenue of $4,397,328, an increase of 0.9% as compared to total revenue of $4,356,415 for the same*** ***period in the previous year.
Current wording
Revenue*.For the current nine month period ended September 30, 2025, we had total revenue of $6,941,151, compared to total revenue of $6,986,791 for the same** ***period in the previous year. This represents a decrease of 0.7% for the reasons discussed below.
Previous wording
MRNA Scientific contributed $6,534 (0.1%) of the total revenue for the current six month period ended June 30, 2025, as compared to revenue of $8,661 (0.2%) of the total revenue from the same period in the previous year. The decrease in revenue of 24.6% 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 on general BGS sales, limiting testing capacity and service availability.
Current wording
MRNA Scientific contributed $11,302 (0.2%) of the total revenue for the current nine month period ended September 30, 2025, as compared to revenue of $11,224 (0.2%) of the total revenue from the same period in the previous year, representing an increase of 0.7%. The slight increase in revenue was primarily attributed to client referrals from diagnostic centers.
Previous wording
Cost of Revenue. For the current six month period ended June 30, 2025, we incurred $3,685,813 in cost of revenues, as compared to $3,702,664 for the same*** ***period in the previous year. The decrease in cost of revenue of 0.5% was due to the reason stated below.
Current wording
Cost of Revenue. For the current nine month period ended September 30, 2025, we incurred $5,851,951 in cost of revenues, as compared to $6,006,504 for the same*** ***period in the previous year. The decrease in cost of revenue of 2.57% was due to the reasons discussed below.
Previous wording
MRNA Scientific had incurred $4,131 (0.1%) of the total cost of revenues during the current six month period ended June 30, 2025. This represents a decrease of 10.3% as compared to $4,605 (0.1%) for the same period in the previous year due to lower cost incurred in the first quarter.
Current wording
MRNA Scientific had incurred $4,995 (0.1%) of the total cost of revenues during the current nine month period ended September 30, 2025, representing a decrease of 25.7% compared to $6,723 (0.1%) for the same period in the previous year. The decrease was primarily due to the reclassification of reagent costs related to the BGS test from cost of revenues to the R&D department.
Previous wording
Chemrex had incurred $3,681,682 (99.9%) of the total cost of revenue during the current six month period ended June 30, 2025. This represents a marginal reduction of 0.44% as compared to $3,698,059 (99.9%) for the same period in the previous year due to effectiveness in cost of production despite slight increase in revenue.
Current wording
Chemrex had incurred $5,846,956 (99.9%) of the total cost of revenue during the current nine month period ended September 30, 2025. This represents a marginal reduction of 2.55% compared to $5,999,781 (99.9%) for the same period in the previous year. The decrease was primarily due to the lower sales and weaker USD during the current period.
Previous wording
Gross Profit*.** ***For the current six month period ended June 30, 2025, we had total gross profit of $711,515, an increase of 8.8% as compared to gross profit of $653,751 for the same period in the previous year.
Current wording
Gross Profit*.** ***For the current nine month period ended September 30, 2025, we had total gross profit of $1,089,200 as compared to gross profit of $980,287 for the same period in the previous year. This represents a increase of 11.11% for the reasons discussed below.
Previous wording
MRNA Scientific had a gross profit of $2,403 (0.3%) of the total gross profit of $711,515 for the current six month period ended June 30, 2025, as compared to $4,056 (0.6%) of the total gross profit of $653,751 for the same period in the previous year. The decrease in gross profit by 40.8% was due to lower revenue and higher cost incurred.
Current wording
MRNA Scientific had a gross profit of $6,307 (0.6%) of the total gross profit for the current nine month period ended September 30, 2025, as compared to $4,501 (0.5%) of the total gross profit for the same period in the previous year, representing a increase of 40.1% due to the reallocation of reagent costs to the R&D department for BGS tests.
Previous wording
Chemrex contributed $709,112 (99.7%) of the total gross profit for the current six month period ended June 30,2025, as compared to $649,695 (99.4%) of the total gross profit for the same period in the previous year. The gross profit increased by 9.15% for the current period due to increase in revenues.
Current wording
Chemrex contributed $1,082,893 (99.4%) of the total gross profit for the current nine month period ended September 30, 2025, as compared to $975,786 (99.5%) of the total gross profit for the same period in the previous year. The gross profit increased by 10.98% for the current period due to decrease in cost of revenue as the product mix included products that generated a higher margin of sales as compared to the previous period.
Previous wording
Other Income. For the current six month period ended June 30, 2025, we had $300,881 other income as compared to $931,952 for the same period in the previous year. This represents a decrease of 67.7%.
Current wording
Other Income. For the current nine month period ended September 30, 2025, we had $408,641 other income as compared to $1.397,479 for the same period in the previous year. This represents a decrease of 70.76% for the reasons discussed below.
Previous wording
MRNA Scientific had $52,464 (17.4%) for the current six month period ended June 30, 2025, as compared to $76,058 (8.2%) for the same period in the previous year. This represents a reduction of 31% mainly due to the drop in USD interest rates, which led to lower interest income from fixed deposits. Furthermore, unlike the previous year, there were no foreign exchange gains recognized from foreign currency accounts held in Malaysia during the current period.
Current wording
MRNA Scientific had $74,565 (18.2%) for the current nine month period ended September 30, 2025, as compared to $98,830 (7.1%) for the same period in the previous year, representing a decrease of 24.6%. The decrease was primarily due to a decline in USD fixed deposit interest rates and a reduction in fixed deposit placements. In addition, no foreign exchange gains were recognized from foreign currency accounts held in Malaysia during the current period, unlike in the same period in the previous year.
Previous wording
Chemrex contributed $248,417 (82.6%) of other income for the current six month period ended June 30, 2025, as compared to $855,894 (91.8%) for the same period in the previous year. This represents a decrease of 70.98% 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 and lower amount of reversal of expected credit losses.
Current wording
Chemrex contributed $334,076 (81.8%) of other income for the current nine month period ended September 30, 2025, as compared to $1,298,649 (92.9%) for the same period in the previous year. This represents a decrease of 74.28% primarily due to lower income derived from bank interest earnings and dividends received, fair value gains on investments in equity securities and gains recognized on disposal of equity securities. The Company also has a lower amount of expected credit losses reversal for the current period.
Previous wording
Operating Expenses.** **For the current six month period ended June 30, 2025, total operating expenses amounted to $2,242,107, representing an increase of 59.5% compared to $1,405,563 for the same period in the previous year. The increase was primarily attributed to the increase in sales and marketing expenses, research and development expenses, general and administrative expenses and fair value loss on investment in equity securities partially offset by a decrease in the provision for expected credit losses, The breakdown is as follows:
Current wording
Operating Expenses.** **For the current nine month period ended September 30, 2025, total operating expenses amounted to $3,430,061 representing a decrease of 2.98% compared to $3,535,248 for the same period in the previous year. The decrease was primarily attributed to the decrease in general and administrative expenses and fair value loss on investment in equity securities, partially offset by an increase in sales and marketing expenses, research and development expenses and the provision for expected credit losses, The breakdown is as follows:
Previous wording
Sales and Marketing Expenses increasedsignificantly** **to $1,149,122 for the current six month period ended June 30, 2025, compared to $290,365 in same period in the previous year. This represents an increase of 295.8% primarily attributable to higher compensation expense at the Chemrex subsidiary (93%). The details by entity are as follows:
Current wording
Sales and Marketing Expenses increasedto $1,700,691 for the current nine month period ended September 30, 2025, compared to $1,535,821 in same period in the previous year. This represents an increase of 10.73% primarily attributable to higher compensation expense at the Chemrex subsidiary (92.7%). The details by entity are as follows:
Previous wording
Chemrex incurred $1,068,531 (93%) of total combined sales and marketing expenses of $1,149,122 for the current six month period ended June 30, 2025, compared to $223,699 (77%) of the total combined sales and marketing expenses of $290,365 for the same period in the previous year. This represents an increase of 377.7%, primarily due to higher officer/directors’ remuneration, which includes associated statutory employment contributions, and to a lesser extent the appointment of a new service contract effective August 1, 2024. The new contract focuses on business development initiatives aimed at driving both local and international expansion.
Current wording
Chemrex incurred $1,577,214 (92.7%) of total combined sales and marketing expenses of $1,700,691 for the current nine month period ended September 30, 2025, compared to $1,419,201 (92.4%) of the total combined sales and marketing expenses of $1,535,821 for the same period in the previous year. This represents an increase of 11.13%, primarily due to higher officer/directors’ remuneration, which includes associated statutory employment contributions.
Previous wording
MRNA Scientific incurred $56,064 (4.9%) of the total combined sales and marketing expenses of $1,149,122 for the current six month period ended June 30, 2025, compared to $54,116 (18.6%) of the total combined sales and marketing expenses of $290,365 for the same period in the previous year. This represents an increase of 3.6% due to the increase in directors’ remuneration as a result of additional scope of work undertaken by such directors.
Current wording
MRNA Scientific incurred $86,275 (5.1%) of the total combined sales and marketing expenses of $1,700,691 for the current nine month period ended September 30, 2025, compared to $78,741 (5.1%) of the total combined sales and marketing expenses of $1,535,821 for the same period in the previous year. This represents an increase of 9.6% due to the increase in directors’ remuneration as a result of additional scope of work undertaken by such directors.
Previous wording
Research and Development Expenses: For the current six month period ended June 30, 2025, MRNA Scientific incurred $24,696 (100% of the total), compared to $19,673 (100% of the total) for the same period in the previous year. This reflects an increase of 25.5% primarily attributed to the use of a different exchange rate for converting local currency to USD during the current period, rather than an actual increase in underlying R&D activity or spending.
Current wording
Research and Development Expenses: For the current nine month period ended September 30, 2025, MRNA Scientific incurred $39,572 (100% of the total), compared to $30,115 (100% of the total) for the same period in the previous year. This reflects an increase of 31.4% primarily due to the cost of reagents for BGS tests under R&D activities.
Previous wording
General and Administrative Expenses: For the current six month period ended June 30, 2025, the total general and administrative expenses amounted to $908,666, compared to $874,623 for the same period in the previous year. This represents an increase of 3.9%. The details by entity are as follows:
Current wording
General and Administrative Expenses: For the current nine month period ended September 30, 2025, the total general and administrative expenses amounted to $1,354,357, compared to $1,667,036 for the same period in the previous year. This represents a decrease of 18.76%. The details by entity are as follows:
Previous wording
Chemrex incurred $286,724 (31.6%) of the total combined general and administrative expenses of $908,666, for the current six month period ended June 30, 2025, compared to $252,162 (28.8%) of the total combined general and administrative expenses of $874,623 for the same period in the previous year The increase of 13.7%, was mainly attributed to realized and unrealized foreign exchange losses, higher staff salaries, increased transport charges, additional costs related to the disposal of chemical waste, and increased training expenses.
Current wording
Chemrex incurred $492,464 (36.4%) of the total combined general and administrative expenses of $1,354,357, for the current nine month period ended September 30, 2025, compared to $427,829 (26%) of the total combined general and administrative expenses of $1,667,036 for the same period in the previous year The increase of 15.11%, was mainly attributed to realized and unrealized foreign exchange losses, higher staff salaries, increased transport charges, additional costs related to the disposal of chemical waste, and increased training expenses.
Previous wording
**Fair value loss on investments in equity securities:**For the current six month period ended June 30, 2025, Chemrex incurred a loss on investment in equity securities of $119,499 (100% of the total), compared to $100,433 (100% of the total) for the same period in the previous year. The increase of 19.0%, was primarily due to unfavorable market conditions affecting the valuation of certain equity holdings during the period.
Current wording
**Fair value loss on investments in equity securities:**For the current nine month period ended September 30, 2025, Chemrex incurred a loss on investment in equity securities of $119,499 (100% of the total), compared to $179,433 (100% of the total) for the same period in the previous year, reflecting a decrease of 33.4%. The reduction was primarily attributable to the Company fully divesting its equity investments, resulting in no equity holdings during the current period.
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