BioNexus Gene Lab Corp

Overview

BioNexus Gene Lab Corp. is a Wyoming corporation with two principal operating subsidiaries in Malaysia: Chemrex Corporation Sdn. Bhd. (“Chemrex”) and MRNA Scientific Sdn. Bhd. (“MRNA Scientific”). Chemrex is engaged in the distribution of chemical raw materials, primarily for industrial applications in Southeast Asia. MRNA Scientific is engaged in the development and provision of blood-based genomic screening services intended to support early disease risk assessment and health management.

In November 2025, the Company entered into a Share Subscription and Shareholders’ Agreement with Fidelion Diagnostics Pte. Ltd. (“Fidelion”) and related parties, and also entered into an exclusive Southeast Asia intellectual property license arrangement relating to the VitaGuard™ minimal residual disease platform. These transactions expanded the Company’s strategic focus in molecular diagnostics and oncology-related screening technologies.

The Company’s principal executive office is located at Unit A-28-7, Level 28, Tower A, Menara UOA Bangsar, No. 5 Jalan Bangsar Utama 1, 59000 Kuala Lumpur, Malaysia. The Company’s telephone number is +1 307 241 6898 and its website is www.bionexusgenelab.com. Information contained on, or accessible through, the Company’s website is not incorporated by reference into this Annual Report on Form 10-K.

Current Operations and Key Recent Developments

The Company, through its wholly owned subsidiary Chemrex, focuses on the sale of chemical raw materials for the manufacture of industrial, medical, appliance, aero, automotive, mechanical, and electronic industries in the Southeast Asia region. These countries include Malaysia, Indonesia, Vietnam, and other countries in Southeast Asia.

In addition, through its wholly owned subsidiary MRNA Scientific, the Company conducts genomic screening and related laboratory services. MRNA Scientific’s services involve blood-based analysis intended to provide risk-related information with respect to certain disease categories. The Company continues to evaluate MRNA Scientific’s operations, commercial opportunities, and strategic direction.

In November 2025, the Company completed a Share Subscription and Shareholders’ Agreement with Fidelion Diagnostics Pte. Ltd., a Singapore company (“Fidelion”). The parties also entered into an Intellectual Property License Agreement, pursuant to which the Company obtained exclusive commercial rights to the VitaGuard™ Minimal Residual Disease (MRD) platform in the ASEAN region, on a perpetual and exclusive basis. VitaGuard™ is a next-generation, AI-enabled platform for minimal residual disease (MRD) monitoring. Designed as a high-efficiency, high-fidelity liquid biopsy system, VitaGuard™ enables clinicians to detect early signs of cancer recurrence and support precision-treatment decision making. In January 2026, the Company announced the formal commencement of the deployment phase for the VitaGuard™ MRD platform in connection with its licensing arrangement.

In November 2025, the Company also filed a registration statement on Form S-3 to register securities that may be offered from time to time and entered into an Equity Distribution Agreement with Maxim Group LLC for an at-the-market offering program.

During 2025, the Company also continued its governance remediation efforts relating to historical control and approval issues identified at Chemrex.

Corporate History

The Company was incorporated in the State of Wyoming on May 12, 2017. On August 23, 2017, the Company acquired all of the outstanding capital stock of MRNA Scientific Sdn. Bhd. (formerly BioNexus Gene Lab Sdn. Bhd), a Malaysian corporation incorporated in Malaysia on April 7, 2015, which it then subsequently changed its name to MRNA Scientific Sdn. Bhd. (“MRNA Scientific”) on September 19, 2023.

On December 31, 2020, the Company consummated a Share Exchange Agreement with Chemrex and the Chemrex shareholders, pursuant to which the Company acquired all of the issued and outstanding shares of capital stock of Chemrex, which was incorporated in Malaysia on September 29, 2004, from the Chemrex shareholders in exchange for 68,487,261 shares of common stock of the Company issued to the Chemrex shareholders.

Initial Public Offering and Reverse Stock Split

On July 20, 2023, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Network 1 Financial Securities, Inc., as underwriter (the "Underwriter") pursuant to which the Company agreed to issue and sell, in a firm commitment underwritten public offering by the Company (the "Offering") of 1,250,000 shares of common stock, no par value, priced at a public offering price of $4.00 per share.

On July 24, 2023, the Offering closed, and the Company issued and sold 1,437,500 shares of common stock, including 187,500 shares sold pursuant to the exercise of the Over-Allotment Option. The Offering was priced at $4.00 per share for total gross proceeds of $5.75 million before deducting underwriting discounts, commissions, and offering expenses.

Prior to the public offering on June 5, 2023, the Company filed an Article of Amendment to its Articles of Incorporation with the Wyoming Secretary of State to modify the ratio of the Reverse Stock Split from one-for-ten (10) to one-for-twelve (12) (the “Revised Reverse Stock Split”). Upon effectiveness of the Revised Reverse Stock Split, every twelve (12) outstanding shares of common stock were combined into and automatically became one share of common stock. No fractional shares were issued in connection with the Revised Reverse Stock Split and all such fractional shares or odd lots (less than 100 shares to any record or beneficial holder) that were issuable in the Revised Reverse Stock Split were rounded up to the nearest whole share, or rounded up to 100 shares, respectively.

The Revised Reverse Stock Split was approved and authorized by a majority of the Company’s stockholders on May 8, 2023 and by the Board of Directors of the Company on May 8, 2023. On July 19, 2023, the Financial Industry Regulatory Authority announced the Revised Reverse Stock Split.

2025 Reverse Stock Split.

On March 19, 2025, the Company held a Special Meeting of Shareholders which, among other items, approved an Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding shares of common stock, with a ratio ranging from one-for-five (1:5) to one-for-ten (1:10), with the exact ratio to be set at the discretion of the Board of Directors.

On April 1, 2025, the Company filed its Articles of Amendment with the Wyoming Secretary of State to effect a one for ten (1 for 10) reverse stock split of its issued and outstanding common stock, which became effective April 7, 2025. Immediately prior to the reverse stock split, the Company had 17,967,663 shares of common stock issued and outstanding and immediately after the reverse stock split, the Company had 1,796,597 shares of common stock issued and outstanding. No fractional shares were issued in connection with the reverse stock split. Instead, shareholders who would otherwise be entitled to receive a fractional share received a cash payment in lieu thereof based on the daily Volume Weighted Average Price (VWAP) of our common stock, calculated for ten (10) trading days immediately preceding the effective date of the Reverse Stock Split, multiplied by the fractional share.

2025 Shelf Filing

On November 7, 2025, the Company filed a registration statement on Form S-3 with the U.S. Securities and Exchange Commission 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 with Maxim Group LLC (“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”).

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 ATM Program, and the Agent is not required to purchase any shares. The Form S-3 became effective on November 27, 2025, and 53,478 shares have been sold for proceeds of $267,311 as of the date of filing of this Form 10-K.

Recent and Ongoing Corporate Events

A. Annual Meeting Irregularities.

As previously reported, in connection with the Company’s Annual Meeting held on October 4, 2024, the Company believes that, in advance of the Annual Meeting and potentially in violation of federal securities laws, a solicitation of dissident proxies, along with the dissemination of false and misleading statements, was made to a number of Company shareholders holding substantial voting power. Many of these shareholders were prior shareholders of our subsidiary, Chemrex. No dissident proxy was filed with the Securities and Exchange Commission as required under their rules and regulations. This belief is premised upon preliminary information received by the Company from certain of these shareholders. Based on this information, the Company believes that a former Officer and Director of the Company, who was previously removed by the Company shareholders, was one of the primary dissident parties directing the unlawful acts (“Dissident Actors”). The Company believes the dissident solicitation negatively affected the results of the approval of the stock option plan and a reverse stock split proposal (“Compromised Proposals”). The Company believes the Dissident Actors ostensibly urged a number of shareholders holding a substantial number of votes to oppose the Compromised Proposals. The Company believes that as a result, the Compromised Proposals were not approved by the Company’s shareholders. The reverse stock split proposal was necessary for the Company to maintain its Nasdaq listing (See B.Nasdaq Deficiency below).

B. Nasdaq Deficiency and Compliance

On November 6, 2023, the Company reported that it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) regarding the Company’s failure to comply with Nasdaq Continued Listing Rule (“Rule”) 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share. A failure to comply with Rule 5550(a)(2) exists when listed securities fail to maintain a closing bid price of at least $1.00 per share for 30 consecutive business days.

Under Rule 5810(c)(3)(A), the Company automatically was provided a period of 180 calendar days, until May 6, 2024, to regain compliance.

Subsequently, the Company requested a number of compliance extensions/exceptions which were granted by Nasdaq. On March 19, 2025**,**the "Company held a Special Meeting of Shareholders 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 was approved by the Board at a ratio of one-for-ten (1:10), an amendment was filed with the Wyoming Secretary of State on April 1, 2025, and the reverse split became market effective on April 7, 2025.

C. Chemrex Governance.

During preparation of the Company’s quarterly report for the period ending September 30, 2024, several lapses in corporate governance standards were discovered in our wholly owned subsidiary, Chemrex. These findings have been duly disclosed in our prior filings after investigation by the Audit Committee. The findings of the Audit Committee investigation were that due to the resignation of two Directors (Mr. Wei Foong Lim, and Mr. Koon Wai Wong), one of which was an Audit Committee member, that oversight and governance at the subsidiary level of Chemrex required improvement. This was communicated with our Independent Auditor, and the result is that the Audit Committee has authorized an Internal Audit program to help improve overall governance and controls, that the report would be tabled to the Audit Committee and Management for action, and that the lapses would be reviewed at an upcoming Annual Shareholder Meeting of Chemrex.

During this meeting, the transactions associated with the governance lapses were reviewed and rejected by the Company as the sole shareholder. As all accounting treatment has been duly disclosed, we do not expect any material negative impact on the financial statements pending the results of the Annual Meeting.

The transactions and notes are highlighted in Item 13, Related Party Transactions.

Corporate Structure

The corporate structure as of the date of this filing depicted below:

BioNexus Gene Lab Corp.a Wyoming Company

Our two core businesses are Chemical Raw Materials and MRNA Diagnostics described below.

Chemical Raw Material Business

Our Products

Chemrex, our wholly owned subsidiary, is involved in the wholesale of chemical raw material products. We purchase raw chemical materials, mostly fibre re-enforced polymers (“FRP”), from domestic and international manufacturers and sell them to manufacturers in Southeast Asia. The FRP and other raw materials we offer are used to produce a wide variety of goods, including handrails, bench tops, automotive and aero parts, cleanroom panels, and covers for various instruments used in manufacturing.

A substantial portion of the Company's revenue comes from the sale of FRP products. FRP products are sought after by our customers due to:

Chemical Raw Material Product Examples

Listed below are some examples of FRP chemical raw material products the company sells. In addition, there are both general purpose and more specific use case materials.

Polyester Resin SHCP 268 SHCP 268 is a thixotropic, quick-curing unsaturated polyester resin suitable as a general-purpose resin. It can be used in generally all FRP products. However, it does not have significant structural integrity, chemical resistance, or UV resistance properties and as a result its application is limited. For example, one of the ways this material has been used is in the construction of train seats.

Polyester Resin 9509 This is a premium raw material compared to Polyester Resin SHCP 268 and is priced higher. Like Polyester Resin SHCP 268, it is a general-purpose material but provides more structural integrity and is longer lasting. Customers have used this material to produce marine boats and water slides.

Polyester Resin 2802 This is also a more premium grade of resin. It has a niche use case and is generally used as a key component in the pultrusion process by certain manufacturers.

Chemical Raw Material Product Applications

Our chemicals are used to produce a wide variety of finished goods. Common products utilizing our FRP materials include handrails, bench tops, automotive and aero parts, panelling for hospital/laboratory/industrial clean rooms, and covers for various instruments used in manufacturing. Some examples of FRP end-user products manufactured by our customers are displayed below:

Medical and Industrial Equipment

Platform, Handrail

Medical Appliances

Sales and Marketing

Our Chemical Raw Material Customers

Chemrex’s customers are primarily manufacturers, fabricators, and contractors. Many of these customers are repeat customers with whom Chemrex has maintained business relationships over a number of years. Typically, they would give us a forecast of the products they need and place their orders monthly. Our top five customers, based on revenue, accounted for approximately 27.43% of our revenue for the fiscal year ended December 31, 2025.

From time to time, we assist customers with their new product development or projects with suitable and compatible raw materials. In addition, leveraging on our prior successful dealings with local and international raw materials manufacturers, we often collaborate with our customer's research teams to meet their new product needs, such as the various technical and aesthetic requirements of their new products or projects.

Our Chemical Raw Material Suppliers

We consider our major vendors in each period to be those vendors that accounted for more than 10% of overall purchases in such period. We had two suppliers accounted for 23.83% and 15.01% of the Company’s total chemical raw material purchase, respectively. We had two major vendors during the fiscal year ended December 31, 2025, who collectively accounted for 38.84% of total purchases. We purchase from a variety of suppliers and believe these raw materials are widely available. If we are unable to purchase from our primary suppliers, we do not expect we would face difficulties in locating another supplier at substantially the same price. We have secure and efficient access to all the raw materials necessary to produce customers’ products saving them the trouble of sourcing from several distributors.

We believe our relationships with the suppliers of these raw materials are strong. While the prices of such raw materials may vary greatly from time to time, we believe we could hedge such risk by adjusting our price or absorb the higher cost at times if necessary.

Quality Control Policies

Chemrex’s quality control procedures focus principally on product handling, storage, traceability, and review of manufacturer documentation, including certificates of analysis where applicable. Product packaging and supporting documentation generally identify batch information and production-related details provided by the manufacturer.

Competition

Chemrex competes primarily with other distributors of industrial chemical raw materials in Malaysia and the broader Southeast Asian region. Competition is based principally on product availability, pricing, technical support, reliability of supply, customer service, and the ability to source materials suitable for customer applications.

Many of the products distributed by Chemrex are manufactured to industry-standard specifications and are available from multiple suppliers and distributors. As a result, Chemrex competes both with independent distributors and, in some cases, with manufacturers that may sell directly to end customers. Certain competitors may have greater financial, technical, marketing, or other resources than Chemrex.

Chemrex seeks to compete by maintaining supplier relationships, offering technical support to customers, and providing a broad product range for industrial applications in the markets it serves.

Growth Strategy

The composite raw materials market is expected to reach an estimated $40.2 billion by 2025 globally and is forecasted to grow at a CAGR of 3.3% from 2019 to 2025. Furthermore, the composites end-user market is expected to reach an estimated $114.7 billion by 2025 globally. The major drivers for growth in this market are the increasing demand for lightweight materials in the aerospace, defence, and automotive industries. Also, corrosion and chemical resistance materials are in demand in the construction and pipe and water tank industries. With our wide variety of product offerings, we are well-positioned to take advantage of this increase in chemical composite market demand.Source: Composites Market: Trends, Opportunities and Competitive Analysis (https://www.researchandmarkets.com/categories/chemicals-materials)

Regulatory Matters

We are subject to the laws and regulations of various jurisdictions in Malaysia.

Product Liability

Because Chemrex distributes chemical raw materials used in a variety of industrial applications, it may be exposed to claims relating to product defects, product returns, personal injury, property damage, environmental matters, or other losses. We currently do not hold any insurance should a claim arise.

MRNA Diagnostics Business

Through our wholly owned subsidiary, MRNA Scientific, we engage in the application of genomic testing to enable early disease diagnosis and support proactive health management.

MRNA Scientific's principal office address is Unit A-28-7, Level 28, Tower A, Menara UOA Bangsar, No.5 Jln Bangsar Utama 1, Kuala Lumpur, Malaysia. Our molecular genomic lab is located at Lab 353, Chemical Science Centre, University Science Malaysia, George Town, Penang, Malaysia, and we have a colon cancer and infectious diseases screening lab located at 4 th floor, Lifecare Medical Centre, Kuala Lumpur, Malaysia. MRNA Scientific's telephone number is (+60 182218762) and website is www.bionexusgenelab.com.

MRNA Scientific Services

MRNA Scientific’s historical activities have included the development and provision of blood-based genomic screening services using laboratory processes and internally developed analytical methods. These services have been offered in connection with certain disease categories, including selected cancers, inflammatory conditions, osteoarthritis, and certain other health-risk related areas described in the Company’s prior disclosures.

MRNA Scientific analyzes ribonucleic acid (RNA) expression patterns derived from blood samples and generates reports intended for use by the referring healthcare provider. The Company does not present these services as a substitute for physician judgment, diagnostic confirmation, or treatment decisions, and the related reports are accompanied by appropriate cautionary language.

Our blood-based assays analyze changes in ribonucleic acid (RNA) to assess specific risks and detailed aspects of an individual’s health condition. These tests currently screen for:

We generate revenue by screening blood samples collected by third-party healthcare providers including doctors, labs, and hospitals using proprietary biomarkers developed in-house. Our screening results support personalized medicine by informing customized therapies tailored to each patient’s risk profile.

Development of Screening Process

Our late co-founder, Dr. Choong-Chin Liew, pioneered a novel approach to RNA-based diagnostics by identifying circulating blood biomarkers that reflect tissue-level disease processes. His research demonstrated that gene expression in peripheral blood can change in response to injury or illness, providing molecular insight into disease states.

These expression profiles, or molecular signatures, serve as the foundation for our diagnostic assays. By identifying disease-specific gene activity patterns, we can develop screening tools that enable early detection, monitor disease progression, and support precision interventions.

We take advantage of profiling these changes, which enables us to identify unique molecular signatures (biomarkers) reflecting disease activity which can then be used to develop disease-specific molecular diagnostic assays. We use these biomarkers as the basis for screening tests for early disease detection and generate revenue from providing screening services.

The Screening Process

MRNA Scientific’s screening process generally begins with a blood sample collected by a licensed healthcare provider and delivered to the laboratory. Laboratory personnel then perform sample handling, extraction, quality assessment, processing, and data analysis using internal laboratory procedures and software tools. Results are provided in report form to the referring healthcare provider.

The business is subject to operational risks common to laboratory activities, including risks relating to sample integrity, processing accuracy, data analysis, reporting, privacy, and quality control.

Upon arrival:

Our reports are delivered to the referring healthcare provider for clinical use. These include a disease risk chart and interpretations intended to aid further diagnostics and therapeutic planning.

The process for effectuating RNA analysis depicted in the picture below.

The raw data obtained will be analyzed and quality control processed by our lab in Malaysia using proprietary software to calculate the risk analysis of 11 different diseases. We simplify the result into a graph which is contained in the patient booklet provided to the health care professional. A sample graph is depicted below.

In the above chart, NPC is Nasopharyngeal Cancer, ATDS is Ascending, Transverse, Descending, and Sigmoid Colon Cancer, and OA is Osteoarthritis.

The following cautionary text is contained in the results booklet we provide to the healthcare provider and each patient. The results booklet contains recommendations to assist with a physician's final diagnosis and treatment plan and is not meant to be medical advice. Below is the disclaimer that is included in each result booklet.

This report/screening is not intended or implied as a substitute for professional medical advice, diagnostics, or treatment. The content, including text, graphics, and information in the report, illustrates the risk score only. MRNA Scientific Sdn. Bhd. makes no representation and assumes no responsibility for the accuracy of the information, as such information and contents are subject to change without notice. You are encouraged to review any medical condition or treatment with your doctor.

The key proprietary aspect of our process is our algorithm software, biomarkers, and the RNA extraction, preservation, quality control, hybridization, and data analysis processes developed by Dr. Liew. First, the gene expression from a reference population representing a specific disease condition is filtered using a quality assurance process based on repeatability data. Our proprietary algorithm software then analyzes this collected data and processes checked by the laboratory manager to ensure all the steps are followed in the deriving predictive model for each disease condition. Once these models have been established, they can be applied to the data from a new sample to make risk predictions for this individual. Each disease/disorder has a similar group of diseased/disordered genes identified through years of our research and clinical trials in Malaysia.

Commercialization and Business Development

MRNA Scientific has historically marketed its screening services to healthcare providers, laboratories, hospitals, and certain corporate clients in Malaysia. During fiscal 2025, however, MRNA Scientific remained a limited-revenue business relative to the Company’s consolidated operations.

The Company continues to evaluate potential commercialization strategies for MRNA Scientific, including healthcare-provider relationships, outsourcing arrangements, and selected business development initiatives in Malaysia and, where appropriate, other markets. Any broader expansion of MRNA Scientific’s business would depend on a range of factors, including available capital, commercial demand, operating capacity, regulatory considerations, and strategic partnerships.

We aim to have more healthcare providers in the Klang Valley referring patients to us for screening protocol. Once we have established our brand and reputation in Klang Valley, we will expand to other large cities in Malaysia. In 2024 we signed agreements that allow for the expansion of our services to outsourcing with screening providers and large healthcare groups. It is the intention that these agreements will form the basis for increased revenue growth and profitability in the future.

We believe that an increase in our marketing and promotional efforts will correlate to increased revenues and the expansion of our business. Our growth and expansion strategies are as follows:

Competition

MRNA Scientific competes with diagnostic laboratories, molecular testing providers, healthcare screening providers, and research-driven diagnostic businesses in Malaysia and other markets in which it may seek to operate. Competition may arise from companies offering RNA-based, DNA-based, imaging-based, proteomic, pathology-based, or other diagnostic and screening approaches.

Competition in this sector is based on factors such as scientific validity, clinical acceptance, turnaround time, cost, commercial reach, reimbursement availability, regulatory positioning, and relationships with healthcare providers and institutions.

Certain existing and potential competitors may have substantially greater financial, technical, clinical, regulatory, marketing, and commercial resources than MRNA Scientific. In addition, universities, hospitals, government institutions, and private research laboratories may develop competing technologies or screening approaches.

Seasonality

The nature of our business does not appear to be affected by seasonal variations.

Regulatory Matters

We are and will be subject to the laws and regulations of those jurisdictions in which we operate. Generally, business licensing requirements, income taxes, and payroll taxes apply to all business operations. The development and operation of our business is subject to general corporate, tax, employment, privacy, local licensing, and potentially healthcare- and laboratory-related regulation, and that future regulation could materially affect operations. We currently require an operating permit from the City Hall of Kuala Lumpur, Malaysia, which we have received.

Product Liability

Due to the nature of our business, we may face claims for product liability resulting from the inaccurate or erroneous diagnosis using our screening process.

MRNA Scientific does not currently have insurance against any such claims.

Research and Development

Our research and development budget over the years is listed in the following table:

Our Properties

The corporate office for MRNA Scientific is located at Unit A-28-7, Level 28, Tower A, Menara UOA Bangsar, No.5 Jalan Bangsar Utama 1, 59000 Kuala Lumpur, Malaysia. The lease commenced on June 1, 2024 and terminates on May 31, 2027, with option to extend till May 31, 2029. The space consists of 2,206 square feet with an annual rent of approximately $30,190.

We also have two laboratories. One of our laboratories is located at 4 th Floor, Wisma Life Care, No. 5, Jalan Kerinchi, Bangsar South, 59200 Kuala Lumpur, Malaysia. The lease commenced on November 1, 2016 and terminates on April 30, 2026. The annual rent is approximately $6,563. The other laboratory is located at Lab 353, University Science Malaysia, George Town, Penang, Malaysia. The lease commenced on December 1, 2017 and terminates on November 30, 2026. The space consists of 1,500 square feet with an annual rent of approximately $32,257.

On July 2, 2012, we purchased a 25,000 sq. ft wholesale distribution center at 4, Jalan CJ 1/6, Kawasan Perusahaan Cheras Jaya, 43200 Cheras, Selangor, Malaysia, and two investment properties for $1,395,210. The two investment properties are listed below.

On July 1, 2024, we entered into a lease for Lot 238 and 239, Jalan Villaraya 1/9, Kawasan Industri Villaraya, 43500 Semenyih, Selangor. The lease terminates on June 30, 2026, with an option to extend for one year. The purpose of this lease is to establish a manufacturing facility for a new high-quality color paste production line.

Intellectual Property

As of date of this filing, we have 1 trademark registered with the Intellectual Property Corporation of Malaysia. We do not have any patents, copyright, or licensing rights. Additionally, for MRNA Scientific, we rely on trade secrets and know-how using the process developed by and assigned to the Company by Dr. Liew, one of Our Founders. However, there is no assurance that others will not independently develop the same or similar technology or obtain unauthorized access to such trade secrets, know-how, and other unpatented technology. To protect our rights in these areas, we require all laboratory managers that work in our lab to enter into strict confidentiality agreements.

As part of our on-going software development process that has been supplemented by our Initial Public Offering, we are in the process of developing from the original source code, a Cloud Based (SaaS) implementation and evolutionary development of our Machine Learning sample analysis software.

While we have attempted to protect the unpatented proprietary technology that we develop or acquire and will continue to attempt to protect future proprietary technology through patents, copyrights, and trade secrets, we believe that our success will depend, to a large extent, upon continued innovation and technological expertise.

Employees

As of date of this filing, Chemrex has 6 full-time employees, and MRNA Scientific has 10 full time employees. We believe we have good relations with our employees. The company presently is covered by social security insurance and contributes to the Employee Provident Fund of its employees, a compulsory pension scheme for all Malaysian citizens and permanent residents who are working in Malaysia.

The following table sets out the number of Chemrex's employees, excluding external experts, categorized by functions as of the date of this filing:

The following table sets out the number of MRNA Scientific's employees, excluding external experts, categorized by functions as of the date of this filing:

The following table sets out the number of BGLC's employees, excluding external experts, categorized by functions as of the date of this filing:

We have entered into employment agreements with our officers. We do not have stock options, profit sharing, or similar benefit plans, other than our 2025 Equity Incentive Plan (“Plan”), which was approved by our Board of Directors, and later adopted by our shareholders at our annual shareholders’ meeting in December 2025. The Plan allocated approximately 403,000 shares of common stock for issuance, subject to annual share increases. The Company is currently exploring multiple methods to expand its Executive Team, including advertising and engaging with specialist recruitment agencies to bolster our human capital and business development resources.

Insurance

For our Chemrex operations, we maintain third-party liability insurance to cover claims in respect of personal injury or property or environmental damage arising from accidents on our chemical warehouse and office or relating to our operations. Our employees presently are covered by Social Security insurance (SOCSO) and retirement fund (EPF). We do not maintain business interruption insurance or key person insurance. Our insurance coverage is consistent with the industry and sufficient to cover our key assets, facilities, and liabilities. Also, as part of our Chemrex business, we maintain burglary and fire insurance for our property at 4, Jalan CJ 1/6, Kawasan Perusahaan Cheras Jaya, 43200 Cheras, Selangor, Malaysia, and fidelity guarantee insurance against our employees.