BioNexus Gene Lab Corp

Except as set forth below, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The risk factors described in our Form 10-K, together with the following additional risks, should be carefully considered, as they could materially affect our business, financial condition, and results of operations.

Risks Related to the Proposed Fidelion Diagnostics Transaction

On July 30, 2025, we entered into a non-binding term sheet with Fidelion Diagnostics Pte Ltd (“Fidelion”) for a proposed cross-equity investment and exclusive commercialization rights to Fidelion’s VitaGuard™ minimal residual disease (MRD) platform in Southeast Asia. There can be no assurance that we will successfully negotiate and execute definitive agreements with Fidelion, or that the contemplated transaction will close on the expected terms or timeframe, if at all. The proposed transaction is subject to various conditions, including regulatory review, mutual due diligence, and execution of definitive agreements. Even if completed, the integration of Fidelion’s operations, technology, and personnel may present operational, cultural, and regulatory challenges, particularly as Fidelion operates in Singapore under a different regulatory framework. Delays or difficulties in integration, obtaining necessary licenses, or achieving anticipated market adoption for the VitaGuard™ platform could materially and adversely affect our business prospects and the expected benefits of the transaction.

Risks Related to Our Ethereum Treasury Strategy

Our Board of Directors has approved an Ethereum-focused treasury strategy as part of our capital management program. The market price of Ethereum has been, and may continue to be, highly volatile, which could materially impact the fair value of our digital asset holdings and our financial position. Under current U.S. GAAP, certain crypto assets (including Ethereum) are measured at fair value with changes recognized in earnings, which may increase the volatility of our reported results. Price swings in Ethereum could materially impact our net income (loss) in periods when we hold such assets. Evolving custody, transfer and regulatory frameworks in the U.S., Malaysia and Singapore may impose additional compliance burdens or impact liquidity. Cybersecurity risks, including hacking and theft, may also result in the loss of Ethereum holdings, and such losses may not be recoverable.

Risks Related to Our Chemrex CDMO Transition

Chemrex Corporation Sdn. Bhd., our wholly owned subsidiary, has commenced a planned transition from industrial chemical trading to a contract development and manufacturing organization (CDMO) model focused on biotechnology and high-technology manufacturing. This transition involves execution risk and could result in revenue shortfalls during the conversion period. Success will depend on completing facility upgrades, acquiring and installing specialized manufacturing equipment, hiring and retaining qualified technical personnel, and obtaining Good Manufacturing Practice (GMP) certification and other regulatory approvals. Delays or failures in meeting these milestones could reduce or postpone expected revenue growth. Furthermore, demand for our intended CDMO services may not materialize at projected levels, which could adversely affect our return on invested capital.

General Risk Factor

The occurrence of any of the risks discussed above, or any other risks referenced in our Annual Report on Form 10-K, could cause our actual results to differ materially from those expressed or implied in our forward-looking statements and could materially and adversely affect our business, financial condition, results of operations, and stock price.