BioNexus Gene Lab Corp
For the period ended Dec 31, 2025. Filed Apr 14, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 14, 2026
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-K
Period ended 2024-12-31; filed 2025-04-15.
0001477932-25-002725
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-04-14.
0001477932-26-002218
Item 7. 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 92 previous paragraphs and 98 current paragraphs.
17 unchanged; 10 reworded; 69 added; 65 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 9 previous and 15 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 (69)
Current report
The following discussion and analysis of the Company’s financial condition and results of operations should be read together with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this Annual Report.
Current report
BioNexus Gene Lab Corp. conducts operations through Chemrex Corporation Sdn. Bhd. and MRNA Scientific Sdn. Bhd. Chemrex is engaged in the distribution of industrial chemical raw materials, and MRNA Scientific is engaged in blood-based genomic screening services and related diagnostics activities.
Current report
During fiscal year 2025, the Company’s results were affected primarily by lower sales volume at Chemrex, lower other income compared to fiscal year 2024 due mainly to a smaller reversal of expected credit losses, higher holding-company general and administrative expenses, and financing and strategic transactions involving Fidelion Diagnostics Pte. Ltd., ARC Group International Ltd., and the Company’s at-the-market offering program.
Current report
Management’s principal areas of focus during fiscal year 2025 included liquidity management, remediation of internal control and governance issues identified at Chemrex, support for ongoing subsidiary operations, and the evaluation of strategic opportunities in diagnostics-related businesses.
Current report
Going Concern and Liquidity Considerations
Current report
We ended 2025 with positive working capital, and our liquidity remains dependent on continued management of operating cash usage, the performance of Chemrex, and access to capital. At December 31, 2025, we had working capital of $4,927,781, compared to $5,479,146 at December 31, 2024. The year-over-year decline reflected operating losses, expenditures relating to strategic initiatives, and continued public-company and holding-company costs.
Current report
Management’s current plans to address liquidity include maintaining and improving Chemrex operating performance, controlling discretionary expenditures, continuing remediation efforts intended to strengthen internal controls and governance, and pursuing external financing and capital markets transactions where available. However, there can be no assurance that additional financing, if needed, will be available on acceptable terms or at all. The use of equity financing could be dilutive to existing shareholders, while debt financing could impose restrictive covenants or other limitations.
Current report
Corporate Actions
Current report
As mentioned herein, from late 2023 through the second quarter of 2025, the Company faced potential Nasdaq delisting due to its “Bid Price” deficiency. The Company shareholders approved a 1 for 10 reverse split of its common stock in March 2025, which was filed with the State of Wyoming on April 7, 2025. The Company subsequently remedied its Bid Price deficiency with Nasdaq.
Current report
Share Subscription and Shareholders’ Agreement (the “SSSA”)
Current report
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
Pursuant to the SSSA, the Company agreed to subscribe for newly issued ordinary shares of Fidelion such that the Company will hold at least 15.0% of Fidelion’s enlarged share capital at completion, in exchange for the Company issuing to Fidelion 392,329 shares of common stock (which represents 19.9% of the Company’s outstanding common stock as of such date). Completion of the SSSA is subject to specified conditions precedent, including execution of a Southeast Asia intellectual property license between the Company and Fidelion and customary corporate and third-party consents.
Current report
Exclusive Southeast Asia License Agreement (‘License Agreement”) with Fidelion
Current report
Pursuant to a Form 8-K filed on November 28, 2025, the Company announced that it has entered into a Licensing Agreement with Fidelion. In consideration for the license, the Company agreed to pay Fidelion a total license fee of $2,000,000 in 24 equal monthly instalments and committed to purchase at least $500,000 in value of VitaGuard™ reagents and system component during the first 24 months following the effective date.
Current report
ARC Group International Equity Purchase Agreement
Current report
On November 28, 2025, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with ARC Group International Ltd. (“ARC”), the parent of ARC Group Securities, a FINRA registered broker/dealer. Under the terms of the Purchase Agreement, ARC has committed to purchase, from time to time at the Company’s discretion, up to $500,000,000 of the Company’s common stock, no par value per share (“Common Stock”), over a 36-month period (the “Facility”).
Current report
Under the Facility, the Company, in its sole discretion and subject to the terms and conditions of the Purchase Agreement, may direct ARC to purchase registered shares of Common Stock at a purchase price equal to a specified discount to the prevailing volume-weighted average price during an agreed pricing period, the discount being between 3.0% and 3.5%. ARC may not purchase shares under the Facility that would result in its beneficial ownership exceeding 9.99% of the Company’s then-outstanding Common Stock and is prohibited from short selling or hedging transactions involving the Company’s securities.
Current report
As consideration for ARC’s commitment under the Facility, the Company issued to ARC 175,000 shares of Common Stock (the “Commitment Shares”) on November 26, 2025.
Current report
Critical Accounting Policies and Estimates
Current report
In preparing our Consolidated Financial Statements in accordance with generally accepted accounting principles in the United States, and pursuant to the rules and regulation of the SEC, we make assumptions, judgments and estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. We evaluate our assumptions, judgments and estimates on a regular basis. We also discuss our critical accounting policies and estimates with the Audit Committee of the Board of Directors.
Current report
We believe that the assumptions, judgments and estimates involved in the accounting for valuation of current expected credit losses have the greatest potential impact on our Consolidated Financial Statements. This area is key component of our results of operations and are based on complex rules requiring us to make judgments and estimates, and consequently, we consider these to be our critical accounting policies. Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results.
Current report
Current Expected Credit Losses
Current report
The Company maintains an allowance for credit losses on financial assets, including trade receivables and other financial instruments, in accordance with ASC 326, which requires the use of the current expected credit loss (“CECL”) model. Under the CECL model, the Company estimates expected credit losses over the contractual life of financial assets based on a combination of historical loss experience, current conditions, and reasonable and supportable forecasts of future economic conditions.
Current report
The determination of the allowance for credit losses requires significant judgment and estimation. In developing its estimate, the Company considers factors such as the aging and composition of receivables, historical collection trends, customer creditworthiness, and forward-looking macroeconomic indicators. The Company may also apply qualitative adjustments to address specific risks not fully captured in the quantitative analysis, including changes in industry conditions or customer-specific developments.
Current report
This estimate is considered critical because it involves a high degree of subjectivity and has a material impact on the Company’s financial condition and results of operations. Changes in key assumptions, including the economic outlook or the financial condition of customers, could result in material adjustments to the allowance. In particular, adverse economic conditions, increased customer concentration risk, or deterioration in credit quality may lead to higher expected credit losses.
Current report
The Company reassesses the adequacy of the allowance at each reporting period. Changes in estimates are recognized in earnings in the period in which they are identified and could materially affect the Company’s results of operations
Current report
Revenues** **
Current report
Revenues decreased by 21.9% during fiscal year 2025 compared to fiscal year 2024 primarily due to lower business volume registered by Chemrex as a result of the change of management which impacted relations with a number of customers. The foreign currency translation denominated in currency other than the U.S. dollar also has an impact on revenues during fiscal year 2025.
Current report
Cost of Revenues
Current report
Cost of revenue decreased by 23% during fiscal year 2025 compared to fiscal year 2024 primarily due to lower revenues for the reasons described above.
Current report
Other Income
Current report
Other income decreased by 79% during fiscal year 2025 compared to fiscal year 2024 primarily due to a smaller reversal of expected credit losses during fiscal year 2025 by Chemrex. In fiscal year 2024, there was a reversal of expected credit losses of $1,689,412 by Chemrex, whereas during fiscal year 2025, the reversal was only $144,767. Dividend, fair value gain on investment in equity securities and interest income was also reduced due to reductions in shares owned and term deposits held in interest bearing accounts. The foreign currency translation denominated in currency other than the U.S. dollar has also impacted on other income during 2025.
Current report
Operating Expenses
Current report
Operating expenses decreased by 9% during fiscal year 2025 compared to fiscal year 2024. The main reason for the lower operating expenses in fiscal year 2025 was mainly due to lower provision of expected credit losses and lower sales and marketing expenses incurred partially offset by higher general administration expenses. The foreign currency translation denominated in currency other the U.S. dollar also has an impact on lowering operating expenses during fiscal year 2025.
Current report
Loss from Operations
Current report
Our loss from operations has increased by 88% due to the reasons outlined above.
Current report
Tax Expense
Current report
We had a lower tax expense during fiscal year 2025 compared to fiscal year 2024 due to losses from our operating subsidiaries.
Current report
Foreign Currency Translation Gain
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Removed paragraphs (65)
Previous report
We were incorporated in the State of Wyoming on May 12, 2017 and operations of our Malaysian company began operations in July 2017. Consequently, the following discussion and analysis of the results of operations and financial condition of the Company is for fiscal years ended December 31, 2024 and December 31, 2023, respectively. This information should be read in conjunction with the consolidated financial statements and notes to the financial statements that are included elsewhere herein. The consolidated financial statements presented herein (and to which this discussion relates) reflect the results of operations of the Company and its Malaysian subsidiaries. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
Previous report
During the fiscal year ended December 31, 2024, BioNexus Gene Lab Corp. ("BGLC", the “Company”, “we”, “us” or “our”) continued to develop and refine its strategic focus across its three operational segments: healthcare diagnostics (MRNA Scientific Sdn. Bhd.), specialty chemicals (Chemrex Corporation Sdn. Bhd.), and innovation-focused ventures (including digital health and blockchain-linked financial strategies).
Previous 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.
Previous report
Strong Liquidity Position and Clean Capital Structure
Previous report
As of December 31, 2024, the Company had cash and cash equivalents of $4.37 million and total liquidity exceeding $6 million, including cash and cash equivalents and short-term liquid investments. This liquidity position, combined with minimal outstanding debt and a simplified capital structure, provides a solid foundation for operational continuity, strategic investments, and potential M&A activities. We believe our capital structure - free of preferred stock, convertible debt, or high-yield instruments - positions us favorably to pursue growth initiatives on shareholder-friendly terms.
Previous 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.
Previous report
Strategic Positioning for Growth and Innovation
Previous 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.
Previous 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.
Previous report
Nasdaq Compliance Timeline & Milestones
Previous 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.
Previous report
(a) Advisory Agreement.
Previous report
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
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 report
(b) Strategic Investment into Ascension Innovation Sdn Bhd. by our subsidiary, MRNA Scientific Sdn. Bhd.
Previous report
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 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 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
(d) Appointment of director, committee appointments, and appointment of officers
Previous report
On November 5, 2024, the Board of Directors of the Company appointed Ms. Jook Yuen Low as an independent director to the Board, effective immediately. Ms. Low has also been assigned to serve as a member of the Audit Committee and the Nomination & Corporate Governance Committee, bringing her expertise in corporate governance, legal compliance, and audit oversight. Ms. Low will serve in her capacity until the next annual meeting of shareholders.
Previous report
Ms. Low (Age 46) holds a Bachelor of Laws (LL.B) and a Master of Business in Public Relations from the Queensland University of Technology, Australia. She was called to the Bar as an Advocate & Solicitor of the High Court of Malaya in 2004. Currently, Ms. Low is a partner at the law firm Azura Mokhtar & Low. Her legal career spans over 20 years, during which she has gained substantial experience in conveyancing, corporate law, and wealth management consulting. Her expertise includes advising on property, real estate, banking transactions, and corporate agreements such as shareholders’ agreements, joint ventures, and power of attorney.
Previous report
There is no arrangement or understanding between the new director and any other person pursuant to which the new director was selected to be a director of the Company.
Previous report
Ms. Low will receive the standard independent director compensation set by the Compensation Committee of the Company, which is $1,000 USD per month.
Previous report
Except as stated above, there is no material plan, contract or arrangement (whether or not written) to which the new director is a party or in which each party participates that is entered into or a material amendment in connection with the triggering event or any grant or award to any such covered person or modification thereto, under any such plan, contract or arrangement in connection with any such event.
Previous report
Additionally, the Board has re-appointed Mr. Su-Leng Tan Lee as Secretary of the Company and has appointed him as President, effective immediately. No change has been made to his compensation package as a result of his appointments.
Previous report
(e) Internal Controls Enhancement
Previous report
During and subsequent to the reporting period ending September 30, 2024, as a result of recent transactions occurring at its Chemrex subsidiary, the Company focused on enhancing its internal control environment and improving governance procedures within its Chemrex subsidiary. Following the internal review of these recent transactions, management has implemented additional protocols to strengthen compliance with corporate policies and regulatory requirements, particularly concerning related-party transactions and transaction authorization at the subsidiary level.
Previous report
The Company also acknowledges a recent communication from our independent auditors JP Centurion & Partners, in which the audit firm expressed concerns regarding certain aspects of Chemrex’s financial reporting and internal control structure. The Company is addressing these matters through comprehensive oversight, led by the audit committee, to ensure transparency, accuracy, and compliance in all reported information. These efforts aim to reinforce the integrity of our financial reporting and provide shareholders with reliable information on the Company’s operational and financial performance.
Previous report
The discussion following the table addresses these results.
Previous report
Revenues. For the year ended December 31, 2024, we had revenues of $9,510,646 as compared to revenues of $9,770,806 for the year ended December 31, 2023, a decrease of approximately 2.7%. The 2024 revenue decrease was due to increased competition in the market, reduced selling price for resin and fiberglass mats and the lack of new projects in the Malaysian market.
Previous report
Cost of Revenues. For the year ended December 31, 2024, we had cost of revenues of $8,221,125 as compared to cost of revenues of $8,441,308 for the* *year ended December 31, 2023, a decrease of approximately 2.6% due to lower sales caused by the above reasons.
Previous report
Other Income. For the year ended December 31, 2024, we had other income of $2,072,473 as compared to other income of $486,036 for the year ended* *December 31, 2023, an increase of 326.4% for current year. The increase in other income for the current annual period was due primarily from Chemrex’ the reversal of expected credit losses of $1,689,412.
Previous report
Operating Expenses. For the year ended December 31, 2024, we recorded operating expenses of $4,935,696, compared to $4,409,122 for the year ended December 31, 2023. This represents an increase of approximately 11.9%.
Previous report
This increase was primarily driven by the following:
Previous report
Sales and Marketing Expenses: For the year ended December 31, 2024, sales and marketing expenses were $2,030,684, compared to $596,585 for the year ended December 31, 2023. This represents an increase of 240.4%, mainly due to higher directors' remuneration and increased travel expenses.
Previous report
Research and Development Expenses: For the year ended December 31, 2024, research and development expenses amounted to $47,511, compared to $54,982 for the year ended December 31, 2023. This represents a decrease of 13.6%, primarily due to a lab equipment malfunction which resulted in the IJN project being put on hold.
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Reworded paragraphs (10)
Previous wording
(c) Notification of Delisting and Stay of Suspension.
Current wording
Notification of Delisting and Remedy of Delisting
Previous wording
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 wording
As referenced above, on March 19, 2025**,** the "Company held a Special Meeting of Shareholders (the "Meeting") to approve a reverse stock split of the Company’s outstanding shares of common stock, with a ratio ranging from one-for-five (1:5) to one-for-ten (1:10), with the exact ratio to be set at the discretion of the Board of Directors. After a quorum was established, the shareholders approved the Reverse Stock Split. Thereafter, on that same date, the Board of Directors set the reverse stock split ratio at 1 for 10. The Reverse Stock Split became effective on April 7, 2025.
Previous wording
In 2024, our Audit Committee, composed solely of independent directors, undertook a comprehensive review of historical transactions at our wholly owned subsidiary, Chemrex Corporation Sdn. Bhd., following concerns raised about internal control procedures and board authorization. The review identified the following material items:
Current wording
In 2025, our Audit Committee undertook a comprehensive review of historical transactions at our wholly owned subsidiary, Chemrex Corporation Sdn. Bhd., following concerns raised about internal control procedures and board authorization. The review identified the following material items:
Previous wording
As a result of these findings, the Board, in coordination with the Audit Committee, is implementing enhanced governance controls, updating approval workflows, and reviewing subsidiary-level delegations of authority. These steps are intended to strengthen oversight and align our corporate governance practices with Nasdaq and SEC expectations.
Current wording
As a result of these findings, the Board, in coordination with the Audit Committee, is implementing enhanced governance controls, updating approval workflows, and reviewing subsidiary-level delegations of authority. These steps are intended to strengthen oversight and align our corporate governance practices with Nasdaq and SEC expectations. In addition, at this time, the Company is assessing its claims against the former Chemrex officers.
Previous wording
On March 5, 2025, the Company announced its new Ethereum-focused treasury strategy. This decision marks the Company as the first Nasdaq-listed company to exclusively prioritize Ethereum (ETH) as a strategic treasury asset, and is in line with recent announcements of Ethereum being included in the US “Crypto Strategic Reserve.” The Company published its “Ethereum Strategy Whitepaper” on that same date, which is available https://www.bionexusgenelab.com/ethstrategy. As part of this strategy, Company will explore Ethereum-based financial applications and innovative treasury management practices which includes external custodian evaluations and independent review of our ETH-related treasury policies. The Company also is evaluating opportunities to further integrate blockchain technology into its core technology operations. Additionally, we are assessing the potential impact of Wyoming’s stablecoin issuance framework, which could further support Ethereum’s role in the evolving digital finance landscape. Further, on March 7, 2025, we announced our strategic partnership with ML Tech to optimize the BGLC’s Ethereum-based growth strategies. ML Tech is an AI-driven wealth management platform for digital assets regulated by the National Futures Association (NFA), and is headquartered in Miami, Florida. This collaboration follows the announced Ethereum treasury strategy by BGLC, marking its commitment to technological and financial innovation.
Current wording
On March 5, 2025, the Company announced its Ethereum-focused treasury strategy. This decision marked the Company as the first Nasdaq-listed company to exclusively prioritize Ethereum (ETH) as a strategic treasury asset, and is in line with recent announcements of Ethereum being included in the US “Crypto Strategic Reserve.”
Previous wording
Foreign Currency Translation 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 will require us to recognize a transaction gain or loss on revaluation. For the annual period ended December 31, 2024, we had foreign currency translation gain of $122,294 compared with foreign currency translation loss of $268,232 for the prior annual period.
Current wording
We are exposed to fluctuations in foreign exchange rates on the translation of monetary assets and liabilities denominated in* *currencies other than the US Dollar. Therefore, any change in the relevant exchange rate will require us to recognize a transaction gain or loss on revaluation. For the annual period ended December 31, 2025, we had foreign currency translation gain of $434,251 compared with foreign currency translation gain of $122,294 for 2024.
Previous wording
As of December 31, 2024, we had working capital of $5,479,146 compared with working capital of $6,415,877 as of December 31, 2023. The decrease in working capital as of December 31, 2024, from December 31, 2023, was due principally to operational losses, undertaking strategic investments, and expansion of operations in line with the Company’s overall strategic plans.
Current wording
As of December 31, 2025, we had working capital of $4,927,781 compared with working capital of $5,479,146 as of December 31, 2024. The decrease in working capital as of December 31, 2025 from December 31, 2024, was due principally to operational losses, which included undertaking new strategic initiatives, in line with the Company’s overall strategic plans.
Previous wording
Our primary uses of cash had been for operations and strategic investments. The main sources of cash were generated from operational revenues, the private placement of our common stock, and the proceeds of our public offering. The following trends could result in a material decrease in our liquidity over the near to long term:
Current wording
Our primary uses of cash have been for operations and strategic investments. The main sources of cash were generated from operational revenues, the private placement of our common stock, and the proceeds of our public offering. The following trends could result in a material decrease in our liquidity over the near to long term:
Previous wording
During the year ended December 31, 2023, the Company had net cash of $(1,794,202) used in investment activities from acquisition of investments in equity securities of $(320,733), purchase of plant and equipment of $(149,398), fixed deposits placed of $(1,411,626) cash generated from dividend income of $61,409 and proceeds from disposal of investments in equity securities of $26,146.
Current wording
In fiscal year 2025, the Company had net cash of $944,751 generated from investment activities from acquisition of investments in equity securities of $(9,159), purchase of plant and equipment of $(36,971), fixed deposits placed of $(62,860), cash generated from dividend income of $22,112, proceeds from disposal of investments in equity securities of $1,031,629.
Previous wording
During the year ended December 31, 2024, the Company had net cash of $418,202 generated from investment activities from acquisition of investments in equity securities of $(492,732), purchase of plant and equipment of $(226,989), fixed deposits placed of $(78,835) cash generated from dividend income of $68,130, proceeds from disposal of investments in equity securities of $1,068,777, and refund from settlement of supplier contract dispute at $79,851.
Current wording
During fiscal year 2024, the Company had net cash of $418,202 generated from investment activities from acquisition of investments in equity securities of $(492,732), purchase of plant and equipment of $(226,989), fixed deposits placed of $(78,835), cash generated from dividend income of $68,130, proceeds from disposal of investments in equity securities of $1,068,777, and a refund from the settlement of a supplier contract dispute at $79,851.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
The Company published its “Ethereum Strategy Whitepaper” on that same date, which is available https://www.bionexusgenelab.com/ethstrategy.
Current report — wording carried from elsewhere
On March 7, 2025, we announced our strategic partnership with ML Tech to optimize the BGLC’s Ethereum-based growth strategies. ML Tech is an AI-driven wealth management platform for digital assets regulated by the National Futures Association (NFA), and is headquartered in Miami, Florida. This collaboration follows the announced Ethereum treasury strategy by BGLC, marking its commitment to technological and financial innovation.