BioNexus Gene Lab Corp

Current report

Our commercialization of VitaGuard depends on completion of customary post-closing verification, perfection and implementation work, as well as regulatory and operational readiness, and we may not generate revenue from the platform.

Current report

The principal transaction agreements relating to VitaGuard, including the IPTA between Tongshu and Fidelion and the Company’s License Agreement with Fidelion, have been executed. The Company believes that it and Fidelion are entitled to rely upon the executed agreements in accordance with their terms. The transaction documentation and associated intellectual-property and technology packages are extensive and contain numerous representations, warranties, schedules, technical materials and delivery obligations. The parties are continuing customary post-closing work to review and verify these materials, complete confirmatory assignments and applicable recordations, confirm chain-of-title documentation, and complete delivery and validation of technical documentation, standard operating procedures, software, source code, validation data, manufacturing and quality-control materials and regulatory documentation.

Current report

Although the Company believes the executed agreements provide a sufficient contractual basis to proceed with commercialization activities, uncertainties remain regarding the timing and completion of this verification, perfection and implementation work. Errors or omissions in transaction schedules, inaccuracies or breaches of representations and warranties, deficiencies in supporting documentation, delays in recordation or delivery, or disagreements regarding contractual obligations could delay regulatory preparation, validation, laboratory readiness or commercial launch; require additional expenditure or remedial documentation; result in disputes or claims; or delay, reduce or prevent revenue from VitaGuard. As of June 30, 2026, the parties were progressing these workstreams, and VitaGuard had not begun generating revenue for the Company. We cannot assure that all remaining work will be completed on the anticipated timetable or that VitaGuard will achieve regulatory acceptance, commercial adoption or profitability.