BioNexus Gene Lab Corp
For the period ended Mar 31, 2026. Filed May 15, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 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-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 OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001477932-26-003242
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 136 previous paragraphs and 106 current paragraphs.
37 unchanged; 19 reworded; 50 added; 77 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 8 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 (50)
Current report
Thereafter, on November 28, 2025, the Company completed a Share Subscription and Shareholders’ Agreement with Fidelion, among others. 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.
Current report
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 connection with the advancement of the MRD platform, during the current quarter, the Company has focused on its plans for commercialization in the ASEAN markets deepening its collaboration with Fidelion and its newly appointed Chief Commercial Officer, Dr Muthu Meyyappan. The Company also strengthened ties with the developer of the VitaGuard system, Tongshu Biotechnology (Hong Kong) Co., Limited (“Tongshu”) and is currently advancing plans to develop new testing facilities to enable the rollout of VitaGuard as a Laboratory Developed Test (“LDT”) in the ASEAN region.
Current report
Pursuant to the SSSA, Fidelion allotted and issued to the Company 180 Ordinary Shares, representing approximately 15% of Fidelion’s enlarged share capital. In consideration, the Company issued 392,329 shares of its restricted common stock to Fidelion (or approximately 16.6% of the Company’s issued and outstanding common stock).
Current report
As a condition to completion, the Company and Fidelion 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. The license fee is payable over a 24-month instalment schedule.
Current report
(f)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 on November 26, 2025.
Current report
Revenues** **
Current report
Revenues decreased by 99% for the current quarter ended March 31, 2026 compared to same quarter in the prior year primarily due to lower business volume at our Chemrex subsidiary. The significant drop in revenues results from the prior actions of the former management of Chemrex which negatively impacted Chemrex’s operations and profitability (See Item II Other Information – Part 1 Legal Proceedings herein). Following these actions, the Company has begun transitioning towards a new business model for Chemrex. This model includes expanding into different chemical types and exploring the Contract Development and Manufacturing Organization business. The Company intends to carry out its plans for the change in Chemrex’s operating model and is hopeful that this model will yield improved results in the future.
Current report
Cost of Revenues
Current report
Cost of revenue decreased by 99% for the current quarter ended March 31, 2026 compared to same quarter in the prior year primarily due to significantly lower revenues described above.
Current report
Other Income
Current report
Other income decreased by 37% for the current quarter ended March 31, 2026 compared to the same quarter in the prior year. Dividend, fair value gain on investment in equity securities and interest income were reduced due to divestments of equity securities owned and reduced term deposits held in interest bearing accounts.
Current report
Operating Expenses
Current report
Operating expenses decreased by 43% for the current quarter ended March 31, 2026 compared to same quarter in the prior year. The reason for the lower operating expenses for the current quarter was mainly due to lower sales and marketing expenses attributable to lower head count at Chemrex resulting from the change in management as well as reduced general administration expenses partially offset by higher provision of expected credit losses.
Current report
Loss from Operations
Current report
Our loss from operations was reduced by 12% due to the reasons outlined above.
Current report
Tax Expense
Current report
We had no tax expense for both current quarter ended March 31, 2026 and the same quarter in the prior year due to losses from our operating subsidiaries.
Current report
Foreign Currency Translation Gain
Current report
Consolidated
Current report
Segmented
Current report
Revenue
Current report
MRNA Scientific’s revenue decreased by 57.27%, primarily attributed to lower sales volume and client referrals from diagnostic centers.
Current report
Revenue for Chemrex, as discussed above, decreased by 98.99% mainly due to lower business volume as a result of the actions of former management which occurred during the course of fiscal year 2025, the results of which manifested this quarter.
Current report
Cost of Revenues and Gross Margin
Current report
The gross margin percentage for MRNA Scientific reduced slightly during the quarter ended March 31, 2026 compared to same quarter in the previous year mainly due to a different mix of services with lower gross margins.
Current report
The gross margin percentage for Chemrex is -6.66% during the quarter ended March 31, 2026 compared to same quarter in the previous year of 16.02% mainly due to direct manufacturing costs despite low production volumes.
Current report
Other Income
Current report
Other income for MRNA Scientific reduced during the quarter ended March 31, 2026 compared to same quarter in the previous year mainly due to lower interest income derived from deposits held in interest bearing accounts.
Current report
Chemrex recorded lower other income during the quarter ended March 31, 2026 compared to same quarter in the previous year. Dividends, fair value gain on investment in equity securities and interest income were reduced due to reductions in shares owned partly offset by higher reversal of expected credit losses due to effort put into our collection.
Current report
Sales and Marketing
Current report
Sales and marketing expenses for MRNA Scientific for the quarter ended March 31. 2026 increased by 27.15% mainly due to higher staff and director remuneration compared to same quarter in previous year. Sales and marketing expenses for Chemrex was reduced by 99.83% primarily due to lower associated staff remuneration as a result of the change in management and variable selling expenses.
Current report
Sales and marketing expenses for BGLC has increased for the quarter ended March 31, 2026 compared to same quarter in prior year due to increase in business development cost as compared to same quarter in previous year.
Current report
Research and Development
Current report
Research and development costs for the quarter ended March 31, 2026 were solely related to MRNA Scientific’s continued development of its blood-based genomic screening (BGS) test.
Current report
General and Administrative
Current report
General and administrative expenses for MRNA Scientific were slightly reduced by 0.99% due to lower office expenses being incurred. General and administrative expenses for Chemrex reduced by 55.24% primarily due to lower staff salaries and other office expenses.
Current report
General and administrative expenses for BGLC increased by 2.60% due to corporate insurance costs.
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Removed paragraphs (77)
Previous 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.
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
(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 issued 300,000 shares of our common stock to Maxim for such service. If at any time during the term of the agreement or within twelve months from the effective date of the termination of the agreement, the Company proposes to effect a public offering of its securities on a US exchange, private placement of securities or other financing, the Company shall offer to retain Maxim as sole book running manager of such offering, or as its exclusive placement or sales agent in connection with such financing or other matter, upon such terms as the parties may mutually agree.
Previous 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
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.
Previous 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.
Previous report
Please refer to the stated Form 8-K for more information concerning the transaction.
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
Ms. Chong, age 62, has over 25 years of senior financial leadership experience, including serving as the Chief Financial Officer of Avillion Berhad from 2013 until November 2024. She is a member of the Association of Chartered Certified Accountants (ACCA) and the Malaysian Institute of Accountants (MIA), and brings deep expertise in corporate financial reporting, internal controls, and regional operations oversight.
Previous report
Ms. Chong will concurrently serve as Chief Financial Officer of the Company’s wholly-owned subsidiary, MRNA Scientific Sdn. Bhd., and will perform the responsibilities of the Principal Financial Officer of BioNexus Gene Lab Corp. in accordance with U.S. federal securities laws and Nasdaq rules. For additional details, refer to the Company’s Current Report on Form 8-K filed June 17, 2025.
Previous report
The following table sets forth key selected financial data for the three months and nine months ended September 30, 2025 and 2024.
Previous report
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 report
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 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.
Previous report
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 report
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 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.
Previous 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.
Previous 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.
Previous 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
Previous report
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 report
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 report
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 report
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 report
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 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.
Previous report
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 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.
Previous 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.
Previous report
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 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.
Previous report
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 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.
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Reworded paragraphs (19)
Previous wording
During the fiscal period ended September 30, 2025, BioNexus Gene Lab Corp. ("BGLC", the “Company”, “we”, “us” or “our”) continued to develop and refine its strategic focus across its three operational segments: healthcare diagnostics (MRNA Scientific Sdn. Bhd.), specialty chemicals (Chemrex Corporation Sdn. Bhd.), and innovation-focused ventures (including digital health and blockchain-linked financial strategies).
Current wording
During the current quarter ended March 31, 2026, 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 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.
Current wording
As of March 31, 2026, the Company had cash and cash equivalents of $2,397,977 (consisting of bank balances of $1,337,554, and fixed deposit with original maturities of three months or less of $1,060,423) and total liquidity exceeding $4million. “Total liquidity” is a management liquidity metric comprised of cash and cash equivalents, fixed deposits with original maturities greater than three months, 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 17 for significant‑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
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 wording
Management believes current cash and expected financing under our proposed up to $20 million ATM program with Maxim Group LLC are sufficient to finance operations for at least the next 12 months.
Previous wording
Development and Focus of Core Biotech Business
Current wording
Focus and Development of Core Biotech Business
Previous wording
Chemrex Corporation Sdn. Bhd., while currently deriving substantially all revenues from industrial chemical trading, has commenced a planned transition into a contract development and manufacturing organization (“CDMO”) model focused on biotechnology and high-technology manufacturing. The CDMO transition is being implemented in phases, beginning with facility upgrades, equipment procurement, and quality management system enhancements aimed at achieving Good Manufacturing Practice (GMP) certification. This shift is expected to result in a gradual reallocation of Chemrex’s revenue mix toward higher-margin biotech manufacturing contracts by 2026.
Current wording
Chemrex Corporation Sdn. Bhd., while currently deriving substantially all revenues from industrial chemical trading, has commenced a planned transition into a contract development and manufacturing organization (“CDMO”) model focused on biotechnology and high-technology manufacturing. The CDMO transition is being implemented in phases, beginning with facility upgrades, equipment procurement, and quality management system enhancements aimed at achieving Good Manufacturing Practice (GMP) certification. This shift is expected to result in a gradual reallocation of Chemrex’s revenue mix toward higher-margin biotech manufacturing contracts at some point in the future.
Previous wording
Looking ahead, the Company intends to capitalize on its clean balance sheet and low compliance cost profile to pursue selective mergers, acquisitions, and joint ventures that align with our long-term strategy. Our investments in digital healthcare, sustainable materials, and blockchain-based treasury solutions provide a forward-leaning platform for innovation. In particular, the Company’s recently adopted Ethereum-focused treasury strategy, approved by the Board in March 2025, aligns BGLC with a transformational global financial infrastructure. This strategy not only enhances capital efficiency through potential staking yield but also signals the Company’s commitment to institutional-grade innovation and regulatory alignment, especially given our Wyoming incorporation, which provides a favorable blockchain legal environment.
Current wording
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.
Previous wording
(c) Strategic Alliance with Tongshu Gene and Fidelion Diagnostics Pte Ltd
Current wording
(a) Strategic Alliance with Tongshu Biotechnology (Hong Kong) Co., Limited and Fidelion Diagnostics Pte Ltd
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.
Current wording
As disclosed elsewhere herein, 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
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 wording
On November 28, 2025, the Company disclosed the completion of 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 (the Company’s Chief Executive Officer), Molecule Bio LLC and Rainy Morning Technology (Hong Kong) Limited.
Previous wording
On June 17, 2025, the Board of Directors of BioNexus Gene Lab Corp. (the “Company”) appointed Ms. Chong Set Fui (Angeline) as the Company’s Chief Financial Officer and Principal Financial Officer, effective immediately.
Current wording
On June 17, 2025, the Board of Directors of BioNexus Gene Lab Corp. (the “Company”) appointed Ms. Chong Set Fui (Angeline) as the Company’s Chief Financial Officer and Principal Financial Officer.
Previous wording
During and subsequent to the reporting period ending September 30, 2025, as a result of recent transactions occurring at its Chemrex subsidiary, the Company focused on enhancing its internal control environment and improving governance procedures within its Chemrex subsidiary. Following the internal review of these recent transactions, management has implemented additional protocols to strengthen compliance with corporate policies and regulatory requirements, particularly concerning related-party transactions and transaction authorization at the subsidiary level.
Current wording
During and subsequent to the reporting period ended March 31, 2026, as a result of recent transactions occurring at its Chemrex subsidiary, the Company focused on enhancing its internal control environment and improving governance procedures within its Chemrex subsidiary. Following the internal review of these recent transactions, management has implemented additional protocols to strengthen compliance with corporate policies and regulatory requirements, particularly concerning related-party transactions and transaction authorization at the subsidiary level.
Previous wording
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 wording
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 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”).
Previous wording
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 wording
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. 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-Q.
Previous 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).
Current wording
Results of Operations for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 (unaudited).
Previous wording
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 wording
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 and the 1-for-12 reverse stock split effected on July 20, 2023, on a retroactive basis as described in Note 15.
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 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.
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 quarter ended March 31, 2026, we had foreign currency translation gain of $21,900 compared with foreign currency translation gain of $72,159 for same quarter in the previous year.
Previous wording
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.
Current wording
The increase was primarily due to a higher provision recognized for trade receivables for Chemrex, reflecting exposure based on our assessments of customer payment behavior during the current quarter.
Previous wording
As of September 30, 2025, we had working capital of $4,948,779 compared with working capital of $5,479,146 as of December 31, 2024. The decrease in working capital 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 March 31, 2026, we had working capital of $4,399,432 compared with working capital of $4,927,781 as of December 31, 2025. The decrease in working capital was due principally to operational losses, undertaking of strategic investments, and expansion of operations in line with the Company’s overall strategic plans.
Previous wording
The following is a summary of the Company’s cash flows (used in) / generated from operating, investing, and financing activities for the nine months ended September 30, 2025, and 2024
Current wording
The following is a summary of the Company’s cash flows (used in) / generated from operating, investing, and financing activities for the three months period ended March 31, 2026 and 2025
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
Three Months Ended September 30, 2025 compared with the Three Months Ended September 30, 2024.
Previous report — wording carried elsewhere
***Foreign currency translation 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 nine-month period ended September 30, 2025, we experienced a foreign currency gain of $442,453 as compared of $839,344 for the same period in the previous year.