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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025

OR

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________

Commission File Number: 001-41750

BioNexus Gene Lab Corp.
(Exact name of registrant as specified in its charter)

Wyoming |  | 35-2604830
(State or Other Jurisdiction of |  | (I.R.S. Employer
Incorporation or Organization) |  | Identification No.)
Unit A-28-7, Level 28, Tower A, Menara UOA Bangsar, No.5 Jln Bangsar Utama 1, Kuala Lumpur, Malaysia |  | 59000
(Address of Principal Executive Offices) |  | (Zip Code)

+1 307 241 6898

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common stock, no par value |  | BGLC |  | The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer, “ “ accelerated filer, “ “non-accelerated filer ,” “ smaller reporting company, “ and “ emerging growth company “ in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer | ☐ | Accelerated filer | ☐
Non-accelerated Filer | ☒ | Smaller reporting company | ☒
|  | Emerging growth company | ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 18, 2025, there were 1,796,597 shares of common stock, no par value per share, issued and outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION |  | Page |
Item 1. | Financial Statements |  | 4 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |  | 32 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |  | 43 |
Item 4. | Controls and Procedures |  | 44 |
PART II – OTHER INFORMATION |  |  |
Item 1. | Legal Proceedings |  | 45 |
Item 1A. | Risk Factors |  | 45 |
Item 2. | Unregistered Sale of Equity Securities and Use of Proceeds |  | 46 |
Item 3. | Defaults Upon Senior Securities |  | 46 |
Item 4. | Mine Safety Disclosures |  | 46 |
Item 5. | Other Information |  | 46 |
Item 6. | Exhibits |  | 47 |
SIGNATURES |  | 48 |

2
Table of Contents

CAUTIONARY NOTE REGARDING

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements that may be deemed to be “forward-looking statements” within the meaning of the federal securities laws. These statements relate to anticipated future events, future results of operations and or future financial performance. In some cases, you can identify forward-looking statements by their use of terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “ought to,” “plan,” “possible,” “potentially,” “predicts,” “project,” “should,” “will,” “would,” negatives of such terms or other similar terms. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q include, without limitation, statements relating to:

| · | our goals and strategies;
| · | our future business development, results of operations and financial condition;
| · | our estimates regarding expenses, future revenues, capital requirements and our need for additional financing;
| · | our estimates regarding the market opportunity for our services;
| · | the impact of government laws and regulations;
| · | our ability to recruit and retain qualified personnel;
| · | our failure to comply with regulatory guidelines;
| · | uncertainty in industry demand;
| · | general economic conditions and market conditions in the diagnostics, specialty chemicals and contract development and manufacturing (CDMO), and digital asset treasury strategies;
| · | future sales of large blocks or our securities, which may adversely impact our share price; and
| · | depth of the trading market in our securities.

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties, including those described in Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and elsewhere in this Quarterly Report on Form 10-Q.

You should not unduly rely on any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q, to conform these statements to actual results or to changes in our expectations.

3
Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. Financial Statements

BIONEXUS GENE LAB CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2025 AND DECEMBER 31, 2024

(Currency expressed in United States Dollars (“US$”))

|  |  |  |  | As of |
|  | Note |  |  | June 30, |  |  | December 31, |
|  |  |  |  | 2025 |  |  | 2024 |
|  |  |  |  | (Unaudited) |  |  | (Audited) |
ASSETS |  |  |  |  |  |  |  |  |
CURRENT ASSETS |  |  |  |  |  |  |  |  |
Cash and bank balances |  |  |  |  |  | 814,179 |  |  |  | 1,583,479 |
Fixed deposits placed with financial institutions (including $1,521,689 and $1,490,461 of fixed deposits with original maturities more than 3 months as of June 30, 2025 and December 31, 2024 respectively) |  |  |  |  |  | 2,244,699 |  |  |  | 2,793,948 |
Trade receivables, net of allowance for credit losses of $494,668 and $517,877 as of June 30, 2025 and December 31, 2024 respectively (including $16,463 and $47,272 of trade receivables from related parties as of June 30, 2025 and December 31, 2024 respectively) |  |  | 3 |  |  |  | 1,852,085 |  |  |  | 1,376,571 |
Other receivables, deposits and prepayments |  |  |  |  |  |  | 151,269 |  |  |  | 203,660 |
Tax recoverable |  |  | 4 |  |  |  | 101,471 |  |  |  | 84,167 |
Inventories (including goods in transit of $Nil and $188,797 as of June 30, 2025 and December 31, 2024 respectively) |  |  |  |  |  |  | 1,215,623 |  |  |  | 1,388,624 |
Total current assets |  |  |  |  |  |  | 6,379,326 |  |  |  | 7,430,449 |
NON-CURRENT ASSETS |  |  |  |  |  |  |  |  |  |  |  |
Operating lease right-of-use assets |  |  | 5 |  |  |  | 200,284 |  |  |  | 215,243 |
Property, plant and equipment, net |  |  | 6 |  |  |  | 1,592,907 |  |  |  | 1,522,990 |
Investments in equity securities |  |  | 7 |  |  |  | 1,248,688 |  |  |  | 1,265,166 |
Total non-current assets |  |  |  |  |  |  | 3,041,879 |  |  |  | 3,003,399 |
TOTAL ASSETS |  |  |  |  |  | $ | 9,421,205 |  |  | $ | 10,433,848 |

See accompanying notes to the condensed consolidated financial statements.

4
Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (CONT’D)

BIONEXUS GENE LAB CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2025 AND DECEMBER 31, 2024

(Currency expressed in United States Dollars (“US$”))

|  |  |  |  | As of |
|  | Note |  |  | June 30, |  |  | December 31, |
|  |  |  |  | 2025 |  |  | 2024 |
|  |  |  |  | (Unaudited) |  |  | (Audited) |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |
CURRENT LIABILITIES |  |  |  |  |  |  |  |  |
Trade payables (including $2,398 and $nil of trade payables from related parties as of June 30, 2025 and December 31, 2024 respectively) |  |  | 8 |  |  |  | 1,367,535 |  |  |  | 1,503,326 |
Other payables and accrued liabilities |  |  |  |  |  |  | 307,340 |  |  |  | 284,108 |
Current portion of operating lease liabilities |  |  | 5 |  |  |  | 55,809 |  |  |  | 50,816 |
Advance payment from customer |  |  |  |  |  |  | 11,348 |  |  |  | 95,879 |
Amount owing to directors |  |  |  |  |  |  | 15,789 |  |  |  | 17,174 |
Total current liabilities |  |  |  |  |  |  | 1,757,821 |  |  |  | 1,951,303 |
NON-CURRENT LIABILITIES |  |  |  |  |  |  |  |  |  |  |  |
Non-current portion of operating lease liabilities |  |  | 5 |  |  |  | 141,347 |  |  |  | 159,741 |
Deferred tax liabilities |  |  | 4 |  |  |  | - |  |  |  | - |
Total non-current liabilities |  |  |  |  |  |  | 141,347 |  |  |  | 159,741 |
TOTAL LIABILITIES |  |  |  |  |  | $ | 1,899,168 |  |  | $ | 2,111,044 |
STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |  |  |  |
As at June 30, 2025, common stock, no par value; 300,000,000 shares authorized and 1,796,597 shares outstanding, and preferred stock, no par value; 30,000,000 shares authorized and no shares outstanding. As at December 31, 2024, common stock, no par value; 300,000,000 shares authorized and 1,796,766 shares outstanding, and preferred stock, no par value; 30,000,000 share authorized and no shares outstanding (on a post-reverse stock split basis)*. |  |  | 12 |  |  | $ | 17,331,810 |  |  | $ | 17,332,315 |
Additional paid in capital |  |  |  |  |  |  | (5,011,891 | ) |  |  | (5,011,891 | )
Accumulated deficit |  |  |  |  |  |  | (4,682,119 | ) |  |  | (3,442,620 | )
Accumulated other comprehensive losses |  |  |  |  |  |  | (115,763 | ) |  |  | (555,000 | )
TOTAL STOCKHOLDERS’ EQUITY |  |  |  |  |  |  | 7,522,037 |  |  |  | 8,322,804 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  | $ | 9,421,205 |  |  | $ | 10,433,848 |

* Issued and outstanding shares of common stock have been adjusted as below:

1) for the periods prior to April 7, 2025, to reflect the 10-for-1 reverse stock split effected on that date on a retroactive basis as described in Note 12.

2) for the periods prior to July 20, 2023, to reflect the 12-for-1 reverse stock split effected on that date on a retroactive basis as described in Note 12.

See accompanying notes to the condensed consolidated financial statements.

5
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BIONEXUS GENE LAB CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

|  | Three months ended |  |  | Six months ended |
|  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
REVENUE (Including $16,109 and $7,737 of revenue from related parties for the three month period ended June 30, 2025 and 2024, respectively, and $32,179 and $41,823 of revenue from related parties for the six month period ended June 30, 2025 and 2024, respectively) |  | $ | 2,260,253 |  |  | $ | 1,974,564 |  |  | $ | 4,397,328 |  |  | $ | 4,356,415 |
COST OF REVENUE (Including $2,307 and $28,766 of cost of revenue from related parties for the three month period ended June 30, 2025 and 2024, respectively, and $2,307 and $105,980 of cost of revenue from related parties for the six month period ended June 30, 2025 and 2024, respectively) |  |  | (1,892,231 | ) |  |  | (1,685,844 | ) |  |  | (3,685,813 | ) |  |  | (3,702,664 | )
GROSS PROFIT |  |  | 368,022 |  |  |  | 288,720 |  |  |  | 711,515 |  |  |  | 653,751 |
OTHER INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Dividend income |  |  | 8,626 |  |  |  | 11,881 |  |  |  | 17,560 |  |  |  | 20,827 |
Interest income |  |  | 29,768 |  |  |  | 49,739 |  |  |  | 53,336 |  |  |  | 78,722 |
Fair value gain on investments in equity securities |  |  | 23,742 |  |  |  | 88,532 |  |  |  | 28,256 |  |  |  | 173,317 |
Gain on disposal of investments in equity securities |  |  | - |  |  |  | 8,117 |  |  |  | - |  |  |  | 14,298 |
Reversal of expected credit losses |  |  | 69,759 |  |  |  | 552,663 |  |  |  | 94,912 |  |  |  | 584,415 |
Others |  |  | 77,566 |  |  |  | 19,173 |  |  |  | 106,817 |  |  |  | 60,373 |
TOTAL OTHER INCOME |  |  | 209,461 |  |  |  | 730,105 |  |  |  | 300,881 |  |  |  | 931,952 |
OPERATING EXPENSES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sales and marketing |  |  | (608,427 | ) |  |  | (136,494 | ) |  |  | (1,149,122 | ) |  |  | (290,365 | )
Research and development |  |  | (12,557 | ) |  |  | (8,198 | ) |  |  | (24,696 | ) |  |  | (19,673 | )
General and administrative (Including $1,012 and $Nil of rental expenses to related party for the three month period ended June 30, 2025 and 2024, respectively, and $2,056 and $Nil of rental expenses to related party for the six month period ended June 30, 2025 and 2024, respectively) |  |  | (516,790 | ) |  |  | (558,829 | ) |  |  | (908,666 | ) |  |  | (874,623 | )
Fair value loss on investments in equity securities |  |  | (51,002 | ) |  |  | (56,136 | ) |  |  | (119,499 | ) |  |  | (100,433 | )
Provision for expected credit losses |  |  | - |  |  |  | - |  |  |  | (40,124 | ) |  |  | (120,469 | )
TOTAL OPERATING EXPENSES |  |  | (1,188,776 | ) |  |  | (759,657 | ) |  |  | (2,242,107 | ) |  |  | (1,405,563 | )
(LOSS)/PROFIT FROM OPERATIONS |  |  | (611,293 | ) |  |  | 259,168 |  |  |  | (1,229,711 | ) |  |  | 180,140 |
FINANCE COSTS |  |  | (4,879 | ) |  |  | (4,480 | ) |  |  | (9,788 | ) |  |  | (9,141 | )
(LOSS)/PROFIT BEFORE TAX |  |  | (616,172 | ) |  |  | 254,688 |  |  |  | (1,239,499 | ) |  |  | 170,999 |
Tax expense |  |  | - |  |  |  | (55,584 | ) |  |  | - |  |  |  | (75,652 | )
NET (LOSS)/PROFIT ATTRIBUTABLE TO COMMON SHAREHOLDERS |  | $ | (616,172 | ) |  | $ | 199,104 |  |  | $ | (1,239,499 | ) |  | $ | 95,347 |
Other comprehensive income/(loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign currency translation gain/(loss) |  |  | 367,078 |  |  |  | 2,463 |  |  |  | 439,237 |  |  |  | (207,445 | )
COMPREHENSIVE (LOSS)/PROFIT |  | $ | (249,094 | ) |  | $ | 201,567 |  |  | $ | (800,262 | ) |  | $ | (112,098 | )
Earnings per share - Basic and diluted |  |  | (0.343 | ) |  |  | 0.113 |  |  |  | (0.690 | ) |  |  | 0.054 |
Weighted average number of common stocks outstanding, Basic and Diluted # |  |  | 1,796,597 |  |  |  | 1,766,766 |  |  |  | 1,796,597 |  |  |  | 1,766,766 |

# Weighted average shares outstanding and per share amount have been adjusted for the periods shown to reflect the 10-for-1 reverse stock split effected on April 7, 2025 and the 12-for-1 reverse stock split effected on July 20, 2023, on a retroactive basis as described in Note 12.

See accompanying notes to the condensed consolidated financial statements.

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BIONEXUS GENE LAB CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

AS OF JUNE 30, 2025 AND 2024

(Amount expressed in United States Dollars (“US$))

(Unaudited)

|  | Common stock |  |  | Additional |  |  |  |  |  | Accumulated other |  |  | Total |
|  | Number of shares |  |  | Amount |  |  | paid in capital |  |  | Accumulated deficit |  |  | comprehensive losses |  |  | stockholders’ equity |
Balance as of December 31, 2023 |  | * | 1,766,766 |  |  | $ | 17,191,315 |  |  | $ | (5,011,891 | ) |  | $ | (1,844,278 | ) |  | $ | (677,294 | ) |  | $ | 9,657,852 |
Net loss for the period |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (103,757 | ) |  |  | - |  |  |  | (103,757 | )
Foreign currency translation loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (209,908 | ) |  |  | (209,908 | )
Balance as of March 31, 2024 |  | * | 1,766,766 |  |  | $ | 17,191,315 |  |  | $ | (5,011,891 | ) |  | $ | (1,948,035 | ) |  | $ | (887,202 | ) |  | $ | 9,344,187 |
Net profit for the period |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 199,104 |  |  |  | - |  |  |  | 199,104 |
Foreign currency translation gain |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 2,463 |  |  |  | 2,463 |
Balance as of June 30, 2024 |  | * | 1,766,766 |  |  | $ | 17,191,315 |  |  | $ | (5,011,891 | ) |  | $ | (1,748,931 | ) |  | $ | (884,739 | ) |  | $ | 9,545,754 |

|  | Common stock |  |  | Additional |  |  |  |  |  | Accumulated other |  |  | Total |
|  | Number of shares |  |  | Amount |  |  | paid in capital |  |  | Accumulated deficit |  |  | comprehensive losses |  |  | stockholders’ equity |
Balance as of December 31, 2024 |  | * | 1,796,766 |  |  | $ | 17,332,315 |  |  | $ | (5,011,891 | ) |  | $ | (3,442,620 | ) |  | $ | (555,000 | ) |  | $ | 8,322,804 |
Net loss for the period |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (623,327 | ) |  |  | - |  |  |  | (623,327 | )
Foreign currency translation gain |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 72,159 |  |  |  | 72,159 |
Balance as of March 31, 2025 |  | * | 1,796,766 |  |  | $ | 17,332,315 |  |  | $ | (5,011,891 | ) |  | $ | (4,065,947 | ) |  | $ | (482,841 | ) |  | $ | 7,771,636 |
Net loss for the period |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (616,172 | ) |  |  | - |  |  |  | (616,172 | )
#Fractional shares |  |  | (169 | ) |  |  | (505 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (505 | )
Foreign currency translation gain |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 367,078 |  |  |  | 367,078 |
Balance as of June 30, 2025 |  | * | 1,796,597 |  |  | $ | 17,331,810 |  |  | $ | (5,011,891 | ) |  | $ | (4,682,119 | ) |  | $ | (115,763 | ) |  | $ | 7,522,037 |

* Share activity (number of shares or both number and amount of shares) has been adjusted for the periods shown to reflect the 10-for-1 reverse stock split effected on April 7, 2025, on a retroactive basis

# Rounding down of 169.30 fractional shares resulting from a 10-to-1 reverse stock split at a price of $2.98 per share

See accompanying notes to the condensed consolidated financial statements.

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BIONEXUS GENE LAB CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

|  | Six months ended |
|  | June 30, |
|  | 2025 |  |  | 2024 |
Cash flows from operating activities: |  |  |  |  |  |
Net (loss)/profit |  | $ | (1,239,499 | ) |  | $ | 95,347 |
Adjustments to reconcile net (loss)/profit to net cash used in operating activities: |  |  |  |  |  |  |  |
Amortization of right-of-use asset |  |  | 27,312 |  |  |  | 20,700 |
Allowances for expected credit losses |  |  | 40,124 |  |  |  | 120,469 |
Recoveries for expected credit losses |  |  | (94,912 | ) |  |  | (584,415 | )
Depreciation of property, plant and equipment |  |  | 54,442 |  |  |  | 40,343 |
Dividend income |  |  | (17,560 | ) |  |  | (20,827 | )
Fair value loss/(gain) on investments in equity securities |  |  | 91,243 |  |  |  | (72,884 | )
Loss arising from settlement of supplier contract dispute |  |  | - |  |  |  | 28,554 |
Gain on disposal of investments in equity securities |  |  | - |  |  |  | (14,298 | )
Operating loss before working capital changes |  |  | (1,138,850 | ) |  |  | (387,011 | )
Changes in operating assets and liabilities: |  |  |  |  |  |  |  |
Inventories |  |  | 173,001 |  |  |  | 104,767 |
Trade and other receivables |  |  | (368,335 | ) |  |  | (2,641 | )
Trade and other payables |  |  | (112,559 | ) |  |  | (458,424 | )
Advance payment from customer |  |  | (84,531 | ) |  |  | 5,937 |
Operating lease liabilities |  |  | (13,401 | ) |  |  | (22,266 | )
Tax (liabilities)/recoverable |  |  | (17,304 | ) |  |  | 50,210 |
Net cash used in operating activities |  |  | (1,561,979 | ) |  |  | (709,428 | )
Cash flows from investing activities: |  |  |  |  |  |  |  |
Acquisition of investments in equity securities |  |  | - |  |  |  | (264,768 | )
Dividend income |  |  | 17,560 |  |  |  | 20,827 |
Change in fixed deposits placed with original maturities more than three months |  |  | (31,227 | ) |  |  | (40,200 | )
Purchase of plant and equipment |  |  | (30,511 | ) |  |  | (23,778 | )
Proceeds from disposal of investments in equity securities |  |  | - |  |  |  | 297,678 |
Proceeds from settlement of supplier contract dispute |  |  | - |  |  |  | 77,201 |
Net cash (used in)/generated from investing activities |  |  | (44,178 | ) |  |  | 66,960 |
Cash flows from financing activities: |  |  |  |  |  |  |  |
(Repayment to)/Advances from Directors |  |  | (1,385 | ) |  |  | 202,344 |
Cash paid for fractional shares in reverse stock split |  |  | (505 | ) |  |  | - |
Net cash (used in)/generated from financing activities |  |  | (1,890 | ) |  |  | 202,344 |
Foreign currency translation adjustment |  |  | 258,270 |  |  |  | (115,379 | )
NET CHANGE IN CASH AND CASH EQUIVALENTS |  |  | (1,349,777 | ) |  |  | (555,503 | )
CASH AND CASH EQUIVALENTS, BEGINNING OF FINANCIAL PERIOD |  |  | 2,886,966 |  |  |  | 4,517,710 |
CASH AND CASH EQUIVALENTS, END OF FINANCIAL PERIOD |  | $ | 1,537,189 |  |  | $ | 3,962,207 |
CASH AND CASH EQUIVALENTS INFORMATION: |  |  |  |  |  |  |  |
Fixed deposits placed with financial institutions with original maturities of three months or less |  | $ | 723,010 |  |  | $ | 1,762,360 |
Cash and bank balances |  |  | 814,179 |  |  |  | 2,199,847 |
Cash and cash equivalents, end of financial period |  |  | 1,537,189 |  |  |  | 3,962,207 |
Supplementary cash flow information: |  |  |  |  |  |  |  |
Interest paid |  | $ | (3,168 | ) |  | $ | (4,546 | )
Income tax paid |  |  | (12,514 | ) |  |  | (26,772 | )

See accompanying notes to the condensed consolidated financial statements.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

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

The principal office address is Unit A-28-7, Level 28, Tower A, Menara UOA Bangsar, No.5 Jalan Bangsar Utama 1, Kuala Lumpur, Malaysia, our lab is located at Lab 353, Chemical Science Centre, University Science Malaysia, George Town, Penang, Malaysia. We also have a blood collection center located at 1st floor, Lifecare Medical Centre, Kuala Lumpur, Malaysia.

On December 31, 2020, the Company consummated its acquisition of Chemrex Corporation Sdn. Bhd. (“Chemrex”), pursuant to a Share Exchange Agreement by and among the Company, Chemrex and the Chemrex shareholders wherein the Company acquired all the issued and outstanding shares of capital stock of Chemrex from the Chemrex shareholders in exchange for 68,487,261 shares of common stock of the Company.

The acquisition of Chemrex has been accounted for as a common control transaction as there is no change in the control over the assets acquired and liabilities assumed. The net assets are derecognized by the transferring entity (i.e. Chemrex) and recognized by the receiving entity (i.e. the Company). The difference between the consideration transferred and the carrying amounts of the net assets is recognized in equity.

The financial statements of the receiving entity report the results of operations for the period in which the transfer occurs as though the transfer of net assets or exchange of equity interests had occurred at the beginning of the period. Results of operations for that period will thus comprise those of the previously separate entities combined from the beginning of the period to the date the transfer is completed and those of the combined operations from that date to the end of the period. The comparative financial statements were not adjusted retrospectively as Chemrex was not under common control during the comparative period.

The corporate structure as at June 30, 2025 is depicted below:

|  | BioNexus Gene Lab Corp. |  |
|  | a Wyoming company |  |
100% owned |  |  | 100% owned
MRNA Scientific Sdn. Bhd. |  |  | Chemrex Corporation Sdn. Bhd.,
(formerly “Bionexus Gene Lab Sdn. Bhd.”), |  |  | a Malaysian Company
a Malaysian company |  |  |

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

· | Basis of presentation

The accompanying condensed consolidated financial statements as of and for the six months ended June 30, 2025 and 2024 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) that permit reduced disclosure for interim periods. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The Condensed Consolidated Balance Sheet information as of December 31, 2024 was derived from the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2025. These financial statements should be read in conjunction with that report.

· | Basis of consolidation

The consolidated financial statements include the accounts of BioNexus Gene Lab Corp. and its subsidiaries. Acquired businesses are included in the consolidated financial statements from the dates of acquisition. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All inter-company accounts and transactions have been eliminated in consolidation.

· | Going concern

The accompanying condensed consolidated financial statements have been prepared on a going concern basis. As of June 30, 2025, the Company recorded a net loss of $1,239,499 and negative cash flows from operating activities of $1,561,979, and had an accumulated deficit of $4,682,119. Management has evaluated the Company’s liquidity for the twelve‑month period following issuance of these financial statements in light of these conditions and currently available sources of liquidity, including cash and cash equivalents, fixed deposits, liquid investments, and trade receivables (collectively, “total liquidity” as described in MD&A), together with cost‑reduction actions and Board‑approved strategic initiatives described in Item 2 and Note 15. Management has evaluated the Company’s liquidity position, recent capital actions, and planned operating initiatives. Based on these plans—which we believe are probable of being implemented and, if implemented, are probable of mitigating the relevant conditions within one year after the date the financial statements are issued—management has concluded that the conditions that previously raised substantial doubt about the Company’s ability to continue as a going concern are alleviated. Accordingly, these condensed consolidated financial statements have been prepared on a going‑concern basis.

· | Use of estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates include certain assumptions related to allowance for credit losses for financial assets and impairment analysis of long-lived assets. Actual results may differ from these estimates.

· | Cash and cash equivalents

Cash and cash equivalents represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

The Company maintains cash balances with multiple financial institutions in Malaysia. Deposits at each institution are insured by the Malaysia Deposit Insurance Corporation (Perbadanan Insurans Deposit Malaysia or PIDM) up to RM250,000 (approximately USD 55,000) per depositor. From time to time, the Company’s cash balances may exceed these insured limits. However, the Company has not incurred any losses on such accounts and believes it is not exposed to significant risk. The Company actively monitors the balances held with these financial institutions and considers the likelihood of loss to be remote.

· | Trade receivables

Trade receivables are recorded at the invoiced amount and are generally non-interest bearing. However, interest may be imposed on extended credit terms or overdue balances. The Company recognizes an allowance for credit losses in accordance with ASC 326, Financial Instruments – Credit Losses, using an expected credit loss (ECL) model.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

The allowance for credit losses is measured based on historical collection experience, aging of receivables, customer-specific credit risk, and current and expected future economic conditions. The Company disaggregates its trade receivables by customer type, as management has determined that risk profiles vary based on the industry and nature of the customer. For each customer type, the Company applies a historical loss rate matrix, adjusted for forward-looking information and macroeconomic trends relevant to the industries in which customers operate.

In addition to the collective assessment, specific allowances are established for customers with known financial difficulties or higher risk of default, based on a review of individual outstanding invoices and relevant credit information.

Trade receivables are written off against the allowance when all reasonable collection efforts have been exhausted and recovery is considered remote. The allowance for credit losses is recorded as a contra-asset account to trade receivables in the consolidated balance sheets, and changes to the allowance are recognized in the consolidated statement of operations and comprehensive income/(loss).

· | Inventories

Inventories consisting of products available for sale are stated at the lower of cost or net realizable value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated net realizable value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks, and rewards of the products purchased. Write downs are recorded in cost of revenues in the Consolidated Statement of Operations and Comprehensive Income/(Loss).

· | Leases

The Company determines if a contract is or contains a lease at the inception of the contract or modification of the contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset.

Finance and operating lease right-of-use (“ROU”) assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date. As the implicit rate is not determinable in most of the Company’s leases, management uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The expected lease term includes options to extend or terminate the lease when it is reasonably certain the Company will exercise the option. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term.

The Company’s lease arrangements have lease and non-lease components. Leases with an expected term of 12 months or less are not accounted for on the balance sheet and the related lease expense is recognized on a straight-line basis over the expected lease term.

· | Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on a straight-line basis to write off the cost over the following expected useful lives of the assets concerned.

The principal annual rates used are as follows: |  |  |
|  | Principal |
Categories |  | Annual Rates |
Air conditioner |  |  | 20 | %
Buildings |  |  | 2 | %
Computer and software |  |  | 33 | %
Equipment |  |  | 20 | %
Furniture and fittings |  | 10% to 20 | %
Lab Equipment |  |  | 10 | %
Motor vehicle |  | 10% to 20 | %
Office equipment |  |  | 20 | %
Renovation |  | 10% to 20 | %
Signboard |  |  | 10 | %
Solar PV System |  |  | 20 | %
Machinery |  |  | 10 | %

Leasehold lands are depreciated over the period of lease term. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term. Freehold land is not depreciated. Property, plant and equipment under construction are not depreciated until the assets are ready for their intended use.

Maintenance and repairs are charged to operations as incurred. Expenditures which substantially increase the useful lives of the related assets are capitalized. When properties are disposed of, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is reported in the period the transaction takes place.

Fully depreciated plant and equipment are retained in the financial statements until they are no longer in use.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

· | Investments in equity securities

The Company accounts for its investments that represent less than 20% ownership, and for which the Company does not have the ability to exercise significant influence, using ASC 321, Investments—Equity Securities. Equity securities with readily determinable fair values are measured at fair value, with changes in fair value recognized in net income. These investments are classified within “Investments in equity securities” on the consolidated balance sheets, and unrealized gains and losses are included in “Other income (expense), net” in the consolidated statement of operations and comprehensive income/(loss).

For equity securities without readily determinable fair values, the Company may elect the practicability exception to measure such investments at cost, less impairment, if any, plus or minus observable price changes in orderly transactions for the identical or a similar investment of the same issuer. These securities are evaluated at each reporting period for impairment or observable price changes.

Realized gains and losses on sales of equity securities are determined based on the specific identification method and are also recorded in net income.

· | Impairment of long-lived assets

Long-lived assets primarily include goodwill, intangible assets and property, plant and equipment. In accordance with the provision of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets,” the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each fiscal year, or more frequently if indicators of impairment exist, such as a significant, sustained change in the business climate. The recoverability of long-lived assets is measured at the lowest level group. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. There has been no impairment charge for the years presented.

· | Revenue recognition

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfils its obligations under each of its agreements:

· | identify the contract with a customer;
· | identify the performance obligations in the contract;
· | determine the transaction price;
· | allocate the transaction price to performance obligations in the contract; and
· | recognize revenue as the performance obligation is satisfied.

The Company records revenue at point in time which is recognized upon goods delivered or services rendered.

· | Shipping and handling fees

Shipping and handling fees, if billed to customers, are included in revenue. Shipping and handling fees associated with inbound and outbound freight are expensed as incurred and included in selling and distribution expenses.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

· | Comprehensive income

ASC Topic 220, “Comprehensive Income” establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statements of stockholders’ equity consists of changes in unrealized gains and losses on foreign currency translation and cumulative net change in the fair value of available-for-sale investments held at the balance sheet date. This comprehensive income is not included in the computation of income tax expense or benefit.

· | Income taxes

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose uncertain tax positions taken in their financial statements or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

The Company conducts major businesses in Malaysia and is subject to tax in their own jurisdictions. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.

· | Net earnings or loss per share

The Company calculates net earnings or loss per share in accordance with ASC Topic 260 “Earnings per share.” Basic earnings or loss per share is computed by dividing the net earnings or loss by the weighted average number of common shares outstanding during the period. Diluted earnings or loss per share is computed similar to basic earnings or loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

· | Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

The functional currency of the Company is the United States Dollar (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the subsidiaries maintain their books and records in a local currency, Malaysian Ringgit (“MYR” or “RM”), which is functional currency as being the primary currency of the economic environment in which the subsidiaries operate.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement,” using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from the translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income.

Translation of amounts from MYR into US$1.00 has been made at the following exchange rates for the respective period and year:

|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Period ended June 30, 2025 /Year-ended December 31, 2024 US$1: MYR exchange rate |  |  | 4.2125 |  |  |  | 4.4755 |

|  | January 1, |  |  | January 1, |
|  | 2025 |  |  | 2024 |
|  | to June 30, |  |  | to June 30, |
|  | 2025 |  |  | 2024 |
6 months average US$1: MYR exchange rate |  |  | 4.3772 |  |  |  | 4.7279 |

· | Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

☐ | Fair value of financial instruments

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

☐ | Level 1 : Observable inputs such as quoted prices in active markets;
☐ | Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
☐ | Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

The carrying value of the Company’s financial instruments: cash and bank balances, fixed deposits placed with financial institutions, trade receivable, other receivables, deposits, trade payables, other payables and accrued liabilities, advance payment from customers and amount owing to directors approximate at their fair values because of the short-term nature of these financial instruments

As of June 30, 2025 and December 31, 2024, respectively, the Company did not have any non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.

☐ | Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”).

Management periodically reviews new accounting standards that are issued.

Accounting Standards not yet adopted

Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures:

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that this ASU may have on its consolidated financial statements and related disclosures.

The Company does not expect that any other recently issued accounting pronouncements will have a significant effect on its consolidated financial statements.

Accounting Standards Update 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses:

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted.

The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements and related disclosures.

The Company does not expect that any other recently issued accounting pronouncements will have a significant effect on its consolidated financial statements.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE 3 - TRADE RECEIVABLES

The Company’s trade receivables represent amounts due from customers that are unrelated parties and related parties of $16,463 and $47,272 respectively for June 30, 2025, and December 31, 2024. Trade receivables are initially recognized at the invoiced amount and subsequently measured at amortized cost, net of an allowance for expected credit losses. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Trade receivables are written off when they are determined to be uncollectible, and all reasonable collection efforts have been exhausted.

As of June 30, 2025, the Company performed an analysis of all outstanding trade receivables in accordance with the expected credit loss model under ASC 326. The Company considered historical collection trends, aging of balances, customer credit profiles, and current and forecasted economic conditions in estimating the allowance.

The Company’s standard credit terms range from 30 to 90 days. Certain receivables are interest-bearing. Specifically, one customer was charged with interest at 6% per annum from May 2021 to June 2023. From July 2023 onwards, the Company increased its interest rate to 8.4%.

|  | As of |
|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Trade receivables |  |  | 2,346,753 |  |  |  | 1,894,448 |
Allowances for expected credit losses |  |  | (494,668 | ) |  |  | (517,877 | )
Total trade receivables, net |  | $ | 1,852,085 |  |  | $ | 1,376,571 |

Movement for trade receivables allowance for impairment accounts:

|  | As of |
|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
At January 1, 2025 and January 1, 2024 |  |  | 517,877 |  |  |  | 1,307,508 |
Charge for the period/year |  |  |  |  |  |  |  |
Allowances for expected credit losses |  |  | 40,124 |  |  |  | 883,533 |
Recovered for expected credit losses |  |  | (94,912 | ) |  |  | (1,689,412 | )
Foreign translation differences |  |  | 31,579 |  |  |  | 16,248 |
|  | $ | 494,668 |  |  | $ | 517,877 |

15
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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE 4 - INCOME TAXES

The Company provides for income taxes under ASC 740, “Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statements and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. It also requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Provision for income taxes consisted of the following:

United States of America

The Company is registered in the State of Wyoming and is subject to the tax laws of the United States of America.

Malaysia

MRNA Scientific Malaysia and Chemrex are both subject to Malaysia Corporate Tax, which is charged at the statutory income tax rate range from 15% to 24% on its assessable income.

|  | As of |
|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Tax Recoverable |  |  |  |  |  |
Local |  | $ | - |  |  | $ | - |
Foreign, representing Malaysia |  |  | (101,471 | ) |  |  | (84,167 | )
Tax Recoverable |  |  | (101,471 | ) |  |  | (84,167 | )
Income tax liabilities: |  |  |  |  |  |  |  |
Local |  | $ | - |  |  | $ | - |
Foreign, representing Malaysia |  |  | - |  |  |  | - |
Income tax payables |  |  | - |  |  |  | - |
Deferred tax liabilities: |  |  |  |  |  |  |  |
Local |  | $ | - |  |  | $ | - |
Foreign, representing Malaysia |  |  | - |  |  |  | - |
Deferred tax liabilities |  |  | - |  |  |  | - |
Total |  |  | (101,471 | ) |  |  | (84,167 | )

Although the Company is domiciled in the United States, a substantial portion of its pre-tax income/(loss) is generated by its foreign subsidiaries. Accordingly, the consolidated effective tax rate is significantly influenced by foreign tax jurisdictions and certain non-deductible expenses.

16
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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE 5 – OPERATING LEASE RIGHT OF USE ASSETS AND LEASE LIABILITIES

The Company has operating lease arrangements for office space, lab, and motor vehicles in Malaysia with a term between two and five years. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

Operating lease right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

The present value of the lease payments are discounted with rates ranging from 6.40% to 6.65% per annum. These rates are reference from base rate of Malayan Banking Berhad, the largest bank in Malaysia.

As of June 30, 2025 and December 31, 2024, operating lease right-of-use assets as follows:

|  | As of |
|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Balance as of beginning of the period/year |  | $ | 215,243 |  |  | $ | 141,544 |
Add: Addition of right of use assets (1) |  |  | - |  |  |  | 145,736 |
Less: amortization (2) |  |  | (27,312 | ) |  |  | (48,983 | )
Less: lease termination (3) |  |  | - |  |  |  | (25,093 | )
Foreign translation differences |  |  | 12,353 |  |  |  | 2,039 |
Balance as of end of the period/year |  | $ | 200,284 |  |  | $ | 215,243 |

As of June 30, 2025 and December 31, 2024, operating lease liabilities as follows:

|  | As of |
|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Balance as of beginning of the period/year |  | $ | 210,557 |  |  | $ | 133,395 |
Add: addition of lease liabilities (1) |  |  | - |  |  |  | 145,736 |
Less: gross repayment |  |  | (32,176 | ) |  |  | (56,598 | )
Add: imputed interest (4) |  |  | 6,620 |  |  |  | 11,795 |
Less: lease termination (3) |  |  | - |  |  |  | (25,679 | )
Foreign translation differences |  |  | 12,155 |  |  |  | 1,908 |
Balance as of end of the year |  |  | 197,156 |  |  |  | 210,557 |
Less: lease liability current portion |  |  | (55,809 | ) |  |  | (50,816 | )
Lease liability non-current portion |  | $ | 141,347 |  |  | $ | 159,741 |

17
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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

As of June 30, 2025 and December 31, 2024 the maturities of the operating lease obligation are as follows:

|  | As of |
|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Years ending June 30 and December 31: |  |  |  |  |  |
2025 |  |  | - |  |  |  | 62,939 |
2026 |  |  | 66,869 |  |  |  | 62,311 |
2027 |  |  | 62,198 |  |  |  | 55,403 |
2028 |  |  | 58,862 |  |  |  | 45,166 |
2029 |  |  | 32,205 |  |  |  | 12,848 |
2030 |  |  |  |  |  |  | - |
Total undiscounted cash flows |  |  | 220,134 |  |  |  | 238,667 |
Less: Interest imputed on lease liabilities |  |  | (22,978 | ) |  |  | (28,110 | )
Present value of lease liabilities |  | $ | 197,156 |  |  | $ | 210,557 |

(1) During the year ended December 31, 2024, the Company entered into a new operating lease of office space in Malaysia for 5 years. Additional right-of-use assets at $131,581 and lease liabilities at $131,581 were recognised upon the commencement of lease term. The Company also renewed the lease for the lab in Penang, Malaysia, for 2 years, with additional right-of-use assets of $14,155 and lease liabilities of $14,155 recognised upon the commencement of lease term.

(2) The amortization of the operating lease right of use asset for the six month period ended June 30, 2025 and 2024 were $27,312 and $20,700, respectively.

(3) The Company agreed to terminate its operating lease arrangement for office space in Malaysia effective August 31, 2024. Accordingly, at the date of termination of the operating lease, the Company expensed a right-of-use-asset, net of accumulated depreciation, of $25,094 and recorded a write-off of lease liability of $25,679, offset with deposit forfeited by landlord at $1,969, with a loss on lease termination recorded for $1,384.

|  | As of |
|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Supplemental Cash Flow Disclosures: |  |  |  |  |  |
Cash paid for amounts included in the measurement of lease liabilities: |  |  |  |  |  |
Lease payment – operating leases |  | $ | (32,176 | ) |  | $ | (56,598 | )
Operating lease liabilities obtained in exchange for operating lease assets |  |  | - |  |  |  | 145,736 |
Other information: |  |  |  |  |  |  |  |
Weighted average remaining lease term for operating lease (years) |  |  | 3.92 |  |  |  | 4.42 |
Weighted average discount rate for operating lease |  |  | 6.65 | % |  |  | 6.65 | %

(4) Lease expenses for the six month period ended June 30, 2025 and 2024 were $33,932 and $25,296 respectively.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE 6 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

|  | As of |
|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Air conditioner |  | $ | 1,124 |  |  | $ | 1,124 |
Computer and software |  |  | 5,880 |  |  |  | 5,880 |
Equipment |  |  | 65,360 |  |  |  | 65,214 |
Furniture and fittings |  |  | 98,883 |  |  |  | 98,883 |
Lab equipment |  |  | 320,102 |  |  |  | 320,102 |
Land and buildings |  |  | 1,506,969 |  |  |  | 1,506,969 |
Motor vehicle |  |  | 161,148 |  |  |  | 161,148 |
Office equipment |  |  | 41,108 |  |  |  | 37,604 |
Renovation |  |  | 106,441 |  |  |  | 101,137 |
Signboard |  |  | 806 |  |  |  | 806 |
Solar PV System |  |  | 16,935 |  |  |  | 16,935 |
Machinery |  |  | 211,898 |  |  |  | 190,341 |
|  |  | 2,536,654 |  |  |  | 2,506,143 |
(Less): Accumulated depreciation |  |  | (811,418 | ) |  |  | (756,976 | )
(Less): Accumulated impairment |  |  | (40,173 | ) |  |  | (40,173 | )
Add: Foreign translation differences |  |  | (92,156 | ) |  |  | (186,004 | )
Property, plant and equipment, net |  | $ | 1,592,907 |  |  | $ | 1,522,990 |

During the six month period ended June 30, 2025 and 2024, the Company recorded depreciation of $54,442 and $40,343, respectively.

19
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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE 7 – INVESTMENTS IN EQUITY SECURITIES

|  | As of |
|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
As of beginning of the period/year |  | $ | 1,265,166 |  |  | $ | 1,699,831 |
Addition during the period/year |  |  | - |  |  |  | 492,732 |
Disposal during the period/year |  |  | - |  |  |  | (1,030,368 | )
Fair value (loss)/gain |  |  | (91,243 | ) |  |  | 69,476 |
Foreign exchange translation |  |  | 74,765 |  |  |  | 33,495 |
As of end of the period/year |  | $ | 1,248,688 |  |  | $ | 1,265,166 |

For the six month period ended June 30, 2025 and 2024, the net fair value (loss)/gains on the investments in equity securities were $(91,243) and $72,884 recorded in administrative expenses and other income of the Consolidated Statements of Operations and Comprehensive Income/(Loss).

The investments in equity securities consist of the following shares: |  |  |  |  |  |
|  | As of |
|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Investment in equity securities with readily determined fair value (1): |  |  |  |  |  |
Malaysia |  |  | 836,662 |  |  |  | 863,810 |
Singapore |  |  | 174,520 |  |  |  | 177,808 |
|  | $ | 1,011,182 |  |  | $ | 1,041,618 |
Investment in equity securities without readily determined fair value: |  |  |  |  |  |  |  |
Malaysia |  |  | 237,506 |  |  |  | 223,548 |
|  | $ | 1,248,688 |  |  | $ | 1,265,166 |

(1) The Company’s investment in equity securities is measured at fair value on a recurring basis. These equity securities are classified as Level 1 in the fair value hierarchy, as the fair value is determined using quoted market prices in active markets for identical assets. Specifically, the stock prices of these securities are readily available on the stock exchange, providing a reliable and observable input to the fair value measurement.

As these securities are actively traded, the quoted prices in the market are considered to be the most reliable indicator of fair value. No significant adjustments are made to these prices, as they reflect current market conditions at the measurement date.

NOTE 8 - TRADE PAYABLES

Trade payables are amounts billed to the Company by suppliers for goods and services in the ordinary course of business. All amounts have short-term repayment terms and vary by supplier.

20
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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE 9 – REVENUE

The following table shows disaggregated net revenue from contracts with customers by product or service line and geographic area for the quarter and six month period ended June 30, 2025 and 2024:

|  | Three months ended |  |  | Six months ended |
|  | June 30, |  |  | June 30, |  |  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Revenue by product or service line: |  |  |  |  |  |  |  |  |  |  |  |
Trading of industrial chemicals |  |  | 2,256,787 |  |  |  | 1,969,068 |  |  |  | 4,390,794 |  |  |  | 4,347,754 |
Screening services and related sales |  |  | 3,466 |  |  |  | 5,496 |  |  |  | 6,534 |  |  |  | 8,661 |
Net revenue |  | $ | 2,260,253 |  |  | $ | 1,974,564 |  |  | $ | 4,397,328 |  |  | $ | 4,356,415 |
Revenue by geographic area |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Bangladesh |  |  | 28,852 |  |  |  | 88,656 |  |  |  | 28,852 |  |  |  | 235,943 |
Malaysia |  |  | 1,830,563 |  |  |  | 1,625,588 |  |  |  | 3,578,091 |  |  |  | 3,432,698 |
Maldives |  |  | 139,576 |  |  |  | 99,481 |  |  |  | 320,649 |  |  |  | 326,830 |
Nigeria |  |  | - |  |  |  | 26,123 |  |  |  | - |  |  |  | 26,123 |
Singapore |  |  | 97,623 |  |  |  | 30,726 |  |  |  | 131,846 |  |  |  | 100,959 |
Sri Lanka |  |  | 109,371 |  |  |  | 70,320 |  |  |  | 255,470 |  |  |  | 186,484 |
Myanmar |  |  | - |  |  |  | 19,465 |  |  |  | - |  |  |  | 19,465 |
Batam |  |  | 54,268 |  |  |  | 14,205 |  |  |  | 82,420 |  |  |  | 27,913 |
Net revenue |  | $ | 2,260,253 |  |  | $ | 1,974,564 |  |  | $ | 4,397,328 |  |  | $ | 4,356,415 |
Timing of recognition: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
At a point in time |  | $ | 2,260,253 |  |  | $ | 1,974,564 |  |  | $ | 4,397,328 |  |  | $ | 4,356,415 |

Revenue is derived from the sale of industrial chemicals and the provision of genomic screening services. Revenue from the sale of goods is recognized at a point in time when control of the goods is transferred to the customer. Credit terms are generally from 30 to 90 days. The Company allows returns only for exchanges with new goods. No warranties are given on the sale of goods.

Revenue from services is recognized at a point in time when the final report is delivered to the customer. Credit terms for these services are generally from 30 days to 60 days. No warranties are given on the services rendered.

In applying ASC 606, the Company does not exercise significant judgment in determining whether revenue from the sale of goods and services should be recognized at a point in time. The criteria for recognizing revenue at a point in time, such as the transfer of control of goods or completion of services, are clear and are based on established contract terms. Therefore, no significant judgment is required in determining the timing of revenue recognition.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE 10 – RELATED PARTY TRANSACTIONS

The following table provides details of the total revenue earned and expenses incurred from all related party transactions:

|  | Three months ended |  |  | Six months ended |
|  | June 30, |  |  | June 30, |  |  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Entities in which certain directors of a subsidiary have substantial financial interests |  |  |  |  |  |  |  |  |  |  |  |
Sales of goods |  | $ | 16,109 |  |  | $ | 7,737 |  |  | $ | 32,179 |  |  | $ | 41,823 |
Purchases |  |  | (2,307 | ) |  |  | (28,766 | ) |  |  | (2,307 | ) |  |  | (105,980 | )
Rental of factory |  |  | (1,012 | ) |  |  | - |  |  |  | (2,056 | ) |  |  | - |

The balances related to the above transactions with related parties are as disclosed in the Consolidated Balance Sheets which are interest-free, unsecured and subject to normal credit terms.

NOTE 11 - CONCENTRATION OF RISKS

a) Major customers

For three months ended June 30, 2025, and 2024, respectively, the customers who accounted for 10% or more of the Company's revenues and its accounts received balance at period-end are presented as follows:

|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
|  | Revenues |  |  | Percentage of revenues |  |  | Accounts receivable trade |
Customer A |  | $ | 250,240 |  |  | $ | - |  |  |  | 11.00 | % |  |  | - |  |  | $ | 317,314 |  |  | $ | - |
|  | $ | 250,240 |  |  | $ | - |  |  |  | 11.00 | % |  |  | - |  |  | $ | 317,314 |  |  | $ | - |

b) Major suppliers

For three months ended June 30, 2025, and 2024, respectively, the suppliers who accounted for 10% or more of the Company’s cost of sales and their balances at period ended are presented as follows:

|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
|  | Purchase |  |  | Percentage of purchases |  |  | Accounts payable trade |
Vendor A |  | $ | 640,043 |  |  | $ | 279,263 |  |  |  | 33.82 | % |  |  | 16.57 | % |  | $ | 647,890 |  |  | $ | 304,561 |
Vendor B |  | $ | 235,304 |  |  | $ | 177,985 |  |  |  | 12.44 | % |  |  | 10.56 | % |  | $ | 171,291 |  |  | $ | 112,482 |
Vendor C |  | $ | - |  |  | $ | 274,081 |  |  |  | - |  |  |  | 16.26 | % |  | $ | - |  |  | $ | 274,842 |
Vendor D |  | $ | - |  |  | $ | 181,885 |  |  |  | - |  |  |  | 10.79 | % |  | $ | - |  |  | $ | 117,148 |
|  | $ | 875,347 |  |  | $ | 913,214 |  |  |  | 46.26 | % |  |  | 54.18 | % |  | $ | 819,181 |  |  | $ | 809,033 |

a) Major customers For six months ended June 30, 2025, and 2024, respectively, the Company did not have any material recognizable major customers accounted for 10% or more of the Company’s revenue b) Major suppliers For six months ended June 30, 2025, and 2024, respectively, the suppliers who accounted for 10% or more of the Company’s cost of sales and their balances at period ended are presented as follows:

|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
|  | Purchase |  |  | Percentage of purchases |  |  | Accounts payable trade |
Vendor A |  | $ | 1,081,275 |  |  | $ | 671,441 |  |  |  | 29.34 | % |  |  | 18.13 | % |  | $ | 647,890 |  |  | $ | 304,561 |
Vendor B |  | $ | 561,103 |  |  | $ | 492,944 |  |  |  | 15.22 | % |  |  | 13.31 | % |  | $ | 171,291 |  |  | $ | 112,482 |
Vendor C |  | $ | - |  |  | $ | 620,397 |  |  |  | - |  |  |  | 16.76 | % |  | $ | - |  |  | $ | 274,842 |
|  | $ | 1,642,378 |  |  | $ | 1,784,782 |  |  |  | 44.56 | % |  |  | 48.20 | % |  | $ | 819,181 |  |  | $ | 691,885 |

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE 12 – STOCKHOLDERS’ EQUITY

As at June 30, 2025 and December 31, 2024, the Company issued and outstanding, common stock is 1,796,597 and 1,796,766 shares respectively.

2023 Reverse Stock Split

On June 5, 2023, the Company filed an Article of Amendment to the 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 was 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) issuable in the Revised Reverse Stock Split were rounded up to 100 shares. An aggregate of 1,044,351 shares were issued to applicable shareholders as a result of the round-up.

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 that same date.

Public Offering, Nasdaq Listing and Other Stock Issuances

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.

In addition, pursuant to the Underwriting Agreement, the Underwriter was granted a 45-day option (the "Over-Allotment Option") to purchase up to an additional 187,500 shares of common stock at the public offering price of $4.00 per share. The Underwriter fully exercised the Over-Allotment Option on July 24, 2023.

The securities were offered by the Company pursuant to the registration statement on Form S-1 (File No. 333-269753), which was originally filed with the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, on February 14, 2023, and declared effective by the Commission on July 19, 2023.

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 full 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. Pursuant to the Underwriting Agreement, the Underwriter received an 8% underwriting discount on the public offering price for the shares common stock. The Company received net proceeds, before expenses, of $5,290,000 from the sale of the common stocks. In addition, the Company issued to the Underwriter warrants to purchase up to an aggregate of 115,000 shares of the Company's common stock (the "Underwriter's Warrants") at an exercise price of $4.40 per share. The Underwriter's Warrants are exercisable from July 24, 2023 until July 24, 2028.

In August 2023, an aggregate of 759,299 shares of common stock were issued to professional parties or service providers in lieu of cash for services rendered, of which 125,000 were subsequently cancelled in November, 2023.

In August 2023, an aggregate of 75,000 shares of common stock were issued to three directors in lieu of cash for services rendered in connection with their role as directors of the Company.

From July 20, 2023 to August 4, 2023, an aggregate total of 1,044,351 shares of common stock were issued as part of the round-up exercise to the reverse stock split.

In August 2024, 300,000 shares of common stock were issued to professional parties or service providers in lieu of cash for services rendered.

Series Z Preferred Stock

On February 11, 2025, the Company filed with the Wyoming Secretary of State Articles of Amendment to its Articles of Incorporation (a true and correct copy of which is attached hereto as Exhibit 3.6) (“Amendment”). The Amendment authorized the creation of one (1) share of the Series Z Convertible Preferred Stock. On February 10, 2025, the Company’s Board of Directors approved the creation of the Series Z Preferred Stock and the filing of the Amendment with the Wyoming Secretary of State. On that same date, the Board of Directors approved the issuance of the Series Z Preferred Stock to Muhammad Azrul bin Abdul Hamid, a member of the Board of Directors and the Audit Committee.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

The purpose of the Series Z Preferred Stock was to increase the likelihood of procuring the votes necessary to effectuate the Reverse Stock Split Proposal had a majority of the common stockholders voted in favor of the Reverse Stock Split Proposal in the Special Shareholders’ Meeting. The Series Z Preferred Stock proportionately “mirrored” the votes placed by the common stockholders of the Company at the Special Shareholders’ Meeting which was held on March 19, 2025. The Series Z Preferred Stock was automatically cancelled upon the approval of the Reverse Stock Split by the Company shareholders.
2025 Reverse Split On March 19, 2025, the Company held a Special Meeting of Shareholders which, among other items, approved of an amendment to the 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. 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 the ten (10) trading days immediately preceding the effective date of the Reverse Stock Split, multiplied by the fractional share.

NOTE 13 – SEGMENT INFORMATION

The Company determines it reportable segments based on its internal organization structure and internal management reporting used to assess and allocate resources. This information are regularly reviewed by the Company’s Chief Executive Officer who is identified as the Chief Operating Decision Maker (“CODM”). The Company consists of three operating units, BioNexus Gene Lab Corp., MRNA Scientific Sdn. Bhd. and Chemrex Corporation Sdn. Bhd. which are determined as three reportable segments, as described below. These reportable segments offer different products and services, and are managed separately because they require different technology and marketing strategies. The following describes the operations in each of the Company’s reportable segments:

· | Trading of industrial chemicals | - | Includes trading of industrial chemicals
· | Provision for genomic screening services | - | includes in commercializing proprietary blood-based diagnostic test for early disease detection
· | Investment holding | - | Investment holding

The CODM evaluates the performance of each reportable segment based on operating income and key segment-specific metrics. There are no inter-segment revenue transactions between reportable segments. Except for investment holding activities and the revenue to the overseas customers as disclosed in Note 9, the Company’s revenue and principal operations are substantially confined within Malaysia.

The CODM evaluates segment performance primarily on operating income and reviews the following expense categories by segment: cost of revenue, selling and distribution, and administrative expenses. A reconciliation of total reportable segment amounts to the Company’s consolidated amounts is provided below, with corporate and unallocated items presented as reconciling adjustments.

Going forward, the Company expects the MRNA Scientific segment to benefit from the integration of Fidelion Diagnostics’ technology, expanding our testing portfolio and geographic reach. Chemrex’s Industrial Chemicals segment is expected to decrease in relative contribution over time as CDMO operations scale. The Investment Holding segment will also encompass the Company’s Ethereum treasury activities, which management views as a distinct strategic asset intended to enhance capital efficiency and diversification.

Pursuant to ASU 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures”, the financial information concerning the Company’s reportable segments is shown as below:

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

Segmented Information

|  | Provision for genomic screening services |  |  | Trading of industrial chemicals |  |  | Investment holding |  |  | Total |
|  | Three month period ended June 30, 2025 |
REVENUE |  | $ | 3,466 |  |  | $ | 2,256,787 |  |  | $ | - |  |  | $ | 2,260,253 |
COST OF REVENUE |  |  | (2,725 | ) |  |  | (1,889,506 | ) |  |  | - |  |  |  | (1,892,231 | )
GROSS PROFIT |  |  | 741 |  |  |  | 367,281 |  |  |  | - |  |  |  | 368,022 |
OTHER INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Dividend income |  |  | - |  |  |  | 8,626 |  |  |  | - |  |  |  | 8,626 |
Interest income |  |  | 25,092 |  |  |  | 4,676 |  |  |  | - |  |  |  | 29,768 |
Fair value gain on investments in equity securities |  |  | - |  |  |  | 23,742 |  |  |  | - |  |  |  | 23,742 |
Reversal of expected credit losses |  |  | - |  |  |  | 69,759 |  |  |  | - |  |  |  | 69,759 |
Others |  |  | 3,477 |  |  |  | 74,089 |  |  |  | - |  |  |  | 77,566 |
TOTAL OTHER INCOME |  |  | 28,569 |  |  |  | 180,892 |  |  |  | - |  |  |  | 209,461 |
OPERATING EXPENSES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sales and marketing |  |  | (28,424 | ) |  |  | (559,541 | ) |  |  | (20,462 | ) |  |  | (608,427 | )
Research and development |  |  | (12,557 | ) |  |  | - |  |  |  | - |  |  |  | (12,557 | )
General and administrative |  |  | (149,164 | ) |  |  | (161,591 | ) |  |  | (206,035 | ) |  |  | (516,790 | )
Fair value loss on investments in equity securities |  |  | - |  |  |  | (51,002 | ) |  |  | - |  |  |  | (51,002 | )
TOTAL OPERATING EXPENSES |  |  | (190,145 | ) |  |  | (772,134 | ) |  |  | (226,497 | ) |  |  | (1,188,776 | )
LOSS FROM OPERATIONS |  |  | (160,835 | ) |  |  | (223,961 | ) |  |  | (226,497 | ) |  |  | (611,293 | )
FINANCE COSTS |  |  | (3,273 | ) |  |  | (1,599 | ) |  |  | (7 | ) |  |  | (4,879 | )
LOSS BEFORE TAX |  |  | (164,108 | ) |  |  | (225,560 | ) |  |  | (226,504 | ) |  |  | (616,172 | )
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS |  | $ | (164,108 | ) |  | $ | (225,560 | ) |  |  | (226,504 | ) |  | $ | (616,172 | )

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

|  |  | Provision for genomic screening services |  |  | Trading of industrial chemicals |  |  | Investment holding |  |  | Total |
|  |  | Three month period ended June 30, 2024 |
REVENUE |  |  | $ | 5,496 |  |  | $ | 1,969,068 |  |  | $ | - |  |  | $ | 1,974,564 |
COST OF REVENUE |  |  |  | (2,353 | ) |  |  | (1,683,491 | ) |  |  | - |  |  |  | (1,685,844 | )
GROSS PROFIT |  |  |  | 3,143 |  |  |  | 285,577 |  |  |  | - |  |  |  | 288,720 |
OTHER INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Dividend income |  |  |  | - |  |  |  | 11,881 |  |  |  | - |  |  |  | 11,881 |
Interest income |  |  |  | 37,154 |  |  |  | 12,585 |  |  |  | - |  |  |  | 49,739 |
Fair value gain on investments in equity securities |  |  |  | - |  |  |  | 88,532 |  |  |  | - |  |  |  | 88,532 |
Gain on disposal of investments in equity securities |  |  |  | - |  |  |  | 8,117 |  |  |  | - |  |  |  | 8,117 |
Reversal of expected credit losses |  |  |  | - |  |  |  | 552,663 |  |  |  | - |  |  |  | 552,663 |
Others |  |  |  | 210 |  |  |  | 18,963 |  |  |  | - |  |  |  | 19,173 |
TOTAL OTHER INCOME |  |  |  | 37,364 |  |  |  | 692,741 |  |  |  | - |  |  |  | 730,105 |
OPERATING EXPENSES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sales and marketing |  |  |  | (23,011 | ) |  |  | (103,257 | ) |  |  | (10,226 | ) |  |  | (136,494 | )
Research and development |  |  |  | (8,198 | ) |  |  | - |  |  |  | - |  |  |  | (8,198 | )
General and administrative |  |  |  | (73,154 | ) |  |  | (121,741 | ) |  |  | (363,934 | ) |  |  | (558,829 | )
Fair value loss on investments in equity securities |  |  |  | - |  |  |  | (56,136 | ) |  |  | - |  |  |  | (56,136 | )
OPERATING EXPENSES |  |  |  | (104,363 | ) |  |  | (281,134 | ) |  |  | (374,160 | ) |  |  | (759,657 | )
(LOSS)/PROFIT FROM OPERATIONS |  |  |  | (63,856 | ) |  |  | 697,184 |  |  |  | (374,160 | ) |  |  | 259,168 |
FINANCE COSTS |  |  |  | (2,646 | ) |  |  | (1,746 | ) |  |  | (88 | ) |  |  | (4,480 | )
(LOSS)/PROFIT BEFORE TAX |  |  |  | (66,502 | ) |  |  | 695,438 |  |  |  | (374,248 | ) |  |  | 254,688 |
Tax expense |  |  |  | - |  |  |  | (55,584 | ) |  |  | - |  |  |  | (55,584 | )
NET (LOSS)/PROFIT ATTRIBUTABLE TO COMMON SHAREHOLDERS |  |  | $ | (66,502 | ) |  | $ | 639,854 |  |  | $ | (374,248 | ) |  | $ | 199,104 |

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

|  | Provision for genomic screening services |  |  | Trading of industrial chemicals |  |  | Investment holding |  |  | Total |
|  | Six month period ended June 2025 |
REVENUE |  | $ | 6,534 |  |  | $ | 4,390,794 |  |  | $ | - |  |  | $ | 4,397,328 |
COST OF REVENUE |  |  | (4,131 | ) |  |  | (3,681,682 | ) |  |  | - |  |  |  | (3,685,813 | )
GROSS PROFIT |  |  | 2,403 |  |  |  | 709,112 |  |  |  | - |  |  |  | 711,515 |
OTHER INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Dividend income |  |  | - |  |  |  | 17,560 |  |  |  | - |  |  |  | 17,560 |
Interest income |  |  | 45,094 |  |  |  | 8,242 |  |  |  | - |  |  |  | 53,336 |
Fair value gain on investments in equity securities |  |  | - |  |  |  | 28,256 |  |  |  | - |  |  |  | 28,256 |
Reversal of expected credit losses |  |  | - |  |  |  | 94,912 |  |  |  | - |  |  |  | 94,912 |
Others |  |  | 7,370 |  |  |  | 99,447 |  |  |  | - |  |  |  | 106,817 |
TOTAL OTHER INCOME |  |  | 52,464 |  |  |  | 248,417 |  |  |  | - |  |  |  | 300,881 |
OPERATING EXPENSES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sales and marketing |  |  | (56,064 | ) |  |  | (1,068,531 | ) |  |  | (24,527 | ) |  |  | (1,149,122 | )
Research and development |  |  | (24,696 | ) |  |  | - |  |  |  | - |  |  |  | (24,696 | )
General and administrative |  |  | (205,170 | ) |  |  | 286,724 | ) |  |  | (416,772 | ) |  |  | (908,666 | )
Fair value loss on investments in equity securities |  |  | - |  |  |  | (119,499 | ) |  |  | - |  |  |  | (119,499 | )
Provision for expected credit losses |  |  | - |  |  |  | (40,124 | ) |  |  | - |  |  |  | (40,124 | )
TOTAL OPERATING EXPENSES |  |  | (285,930 | ) |  |  | (1,514,878 | ) |  |  | (441,299 | ) |  |  | (2,242,107 | )
LOSS FROM OPERATIONS |  |  | (231,063 | ) |  |  | (557,349 | ) |  |  | (441,299 | ) |  |  | (1,229,711 | )
FINANCE COSTS |  |  | (6,637 | ) |  |  | (3,101 | ) |  |  | (50 | ) |  |  | (9,788 | )
LOSS BEFORE TAX |  |  | (237,700 | ) |  |  | (560,450 | ) |  |  | (441,349 | ) |  |  | (1,239,499 | )
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS |  | $ | (237,700 | ) |  | $ | (560,450 | ) |  | $ | (441,349 | ) |  | $ | (1,239,499 | )

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

|  |  | Provision for genomic screening services |  |  | Trading of industrial chemicals |  |  | Investment holding |  |  | Total |
|  |  | Six month period ended June 2024 |
REVENUE |  |  | $ | 8,661 |  |  | $ | 4,347,754 |  |  | $ | - |  |  | $ | 4,356,415 |
COST OF REVENUE |  |  |  | (4,605 | ) |  |  | (3,698,059 | ) |  |  | - |  |  |  | (3,702,664 | )
GROSS PROFIT |  |  |  | 4,056 |  |  |  | 649,695 |  |  |  | - |  |  |  | 653,751 |
OTHER INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Dividend income |  |  |  | - |  |  |  | 20,827 |  |  |  | - |  |  |  | 20,827 |
Interest income |  |  |  | 60,937 |  |  |  | 17,785 |  |  |  | - |  |  |  | 78,722 |
Fair value gain on investments in equity securities |  |  |  | - |  |  |  | 173,317 |  |  |  | - |  |  |  | 173,317 |
Gain on disposal of investments in equity securities |  |  |  | - |  |  |  | 14,298 |  |  |  | - |  |  |  | 14,298 |
Reversal of expected credit losses |  |  |  | - |  |  |  | 584,415 |  |  |  | - |  |  |  | 584,415 |
Others |  |  |  | 15,121 |  |  |  | 45,252 |  |  |  | - |  |  |  | 60,373 |
TOTAL OTHER INCOME |  |  |  | 76,058 |  |  |  | 855,894 |  |  |  | - |  |  |  | 931,952 |
OPERATING EXPENSES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sales and marketing |  |  |  | (54,116 | ) |  |  | (223,699 | ) |  |  | (12,550 | ) |  |  | (290,365 | )
Research and development |  |  |  | (19,673 | ) |  |  | - |  |  |  | - |  |  |  | (19,673 | )
General and administrative |  |  |  | (111,429 | ) |  |  | (252,162 | ) |  |  | (511,032 | ) |  |  | (874,623 | )
Fair value loss on investments in equity securities |  |  |  | - |  |  |  | (100,433 | ) |  |  | - |  |  |  | (100,433 | )
Provision for expected credit losses |  |  |  | - |  |  |  | (120,469 | ) |  |  | - |  |  |  | (120,469 | )
OPERATING EXPENSES |  |  |  | (185,218 | ) |  |  | (696,763 | ) |  |  | (523,582 | ) |  |  | (1,405,563 | )
(LOSS)/PROFIT FROM OPERATIONS |  |  |  | (105,104 | ) |  |  | 808,826 |  |  |  | (523,582 | ) |  |  | 180,140 |
FINANCE COSTS |  |  |  | (4,596 | ) |  |  | (4,433 | ) |  |  | (112 | ) |  |  | (9,141 | )
(LOSS)/PROFIT BEFORE TAX |  |  |  | (109,700 | ) |  |  | 804,393 |  |  |  | (523,694 | ) |  |  | 170,999 |
Tax expense |  |  |  | - |  |  |  | (75,652 | ) |  |  | - |  |  |  | (75,652 | )
NET (LOSS)/PROFIT ATTRIBUTABLE TO COMMON SHAREHOLDERS |  |  | $ | (109,700 | ) |  | $ | 728,741 |  |  | $ | (523,694 | ) |  | $ | 95,347 |

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

|  | Provision for genomic screening services |  |  | Trading of industrial chemicals |  |  | Investment holding |  |  | Total |
|  | As of June 30, 2025 |
Segment assets |  | $ | 2,502,665 |  |  | $ | 6,320,015 |  |  | $ | 598,525 |  |  | $ | 9,421,205 |
Included in the measure of segment assets are: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Addition to non-current assets other than financial instruments and deferred tax assets |  |  | - |  |  |  | 30,511 |  |  |  | - |  |  |  | 30,511 |

|  | Provision for genomic screening services |  |  | Trading of industrial chemicals |  |  | Investment holding |  |  | Total |
|  | As of December 31, 2024 |
Segment assets |  | $ | 2,652,754 |  |  | $ | 6,788,302 |  |  | $ | 992,792 |  |  | $ | 10,433,848 |
Included in the measure of segment assets are: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Addition to non-current assets other than financial instruments and deferred tax assets |  |  | 150,881 |  |  |  | 221,844 |  |  |  | - |  |  |  | 372,725 |

The Company had no inter-segment sales for the periods presented.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE 14 - SIGNIFICANT EVENTS

On February 11, 2025, the Company filed with the Wyoming Secretary of State Articles of Amendment to its Articles of Incorporation (“Amendment”). The Amendment authorized the creation of one (1) share of the Series Z Convertible Preferred Stock. On February 10, 2025, the Company’s Board of Directors approved the creation of the Series Z Preferred Stock and the filing of the Amendment with the Wyoming Secretary of State. On that same date, the Board of Directors approved the issuance of the Series Z Preferred Stock to Muhammad Azrul bin Abdul Hamid, a member of the Board of Directors and the Audit Committee.

The purpose of the Series Z Preferred Stock was to increase the likelihood of procuring the votes necessary to effectuate the Reverse Stock Split Proposal had a majority of the common stockholders voted in favor of the Reverse Stock Split Proposal in the Special Shareholders’ Meeting. The Series Z Preferred Stock proportionately “mirrored” the votes placed by the common stockholders of the Company at the Special Shareholders’ Meeting.

On March 5, 2025, the Company issued a press release announcing that its Board of Directors had formally approved a new treasury strategy focused exclusively on Ethereum (ETH) as a strategic treasury asset. This decision positioned the Company as a leader among Nasdaq-listed companies in prioritizing Ethereum for treasury management. In connection with this announcement, the Company released an Ethereum Strategy Whitepaper, which provided detailed insight into the rationale for adopting Ethereum as a treasury asset. The whitepaper is publicly available on the Company’s website at www.bionexusgenelab.com/ethstrategy.

On March 7, 2025, the Company issued a press release announcing a strategic partnership with ML Tech to optimize its Ethereum-based growth strategies. ML Tech, an AI-driven wealth management platform for digital assets regulated by the National Futures Association (NFA) and headquartered in Miami, Florida, will provide institutional-grade trading strategies to BGLC.

On March 19, 2025, the Company held a Special Meeting of Shareholders. Two proposals were voted on by the Shareholders and the results are as follows:

Proposal 1 (APPROVED): Approval of an amendment to the 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.

Proposal 2 (APPROVED): Approval of an adjournment of the Meeting, if necessary, to solicit additional proxies if there were insufficient votes in favor of Proposal 1.

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BIONEXUS GENE LAB CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

NOTE 15 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2025 up through August 18, 2025 of these consolidated financial statements.

During the period, except as stated below, the Company did not have any material recognizable subsequent events.

On July 30, 2025, the Company announced that it had entered into a non-binding term sheet with Fidelion Diagnostics Pte Ltd, a Singapore-based precision diagnostics company, regarding a proposed cross-equity investment and the grant to the Company of exclusive commercialization rights for Fidelion’s VitaGuard™ MRD platform in Southeast Asia. The transaction, which is subject to execution of definitive agreements, contemplates mutual equity investments, a license fee, and joint development of AI-powered cancer interception systems trained on VitaGuard™ longitudinal MRD datasets. The Company plans to initiate regulatory submissions in Singapore and Malaysia in 2026.

On July 31, 2025, our Board of Directors approved the strategic repositioning of Chemrex Corporation Sdn. Bhd. into a biotechnology-focused CDMO and the staged wind-down of its specialty chemical operations. The Board authorized the reallocation of up to MYR 10 million toward financing the CDMO’s operational development, including facility upgrades, cleanroom infrastructure, and personnel recruitment.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Description of Business

As used herein, unless the context otherwise indicates, references to the “Company,” “we,” “our,” “us,” “BioNexus” refer to BioNexus Gene Lab Corp., a Wyoming company (“BGLC”), and its wholly owned subsidiaries, MRNA Scientific Sdn. Bhd. (“MRNA Scientific Malaysia”), and Chemrex Corporation Sdn. Bhd. (“Chemrex”), both are Malaysian companies.

BGLC is an emerging technology company focused on the application of functional genomics to enable early detection of infectious diseases and cancers. On August 23, 2017, we acquired all of the outstanding capital stock of MRNA Scientific Malaysia, which was incorporated in Malaysia on April 7, 2015. MRNA Scientific Malaysia owns algorithm software, technology, and know-how related to the detection of common diseases through blood analysis which we use in our business. Our non-invasive blood screening tests analyze changes in ribonucleic acid (or RNA) to Coronavirus, Dengue, HIV, HPV and the risk potentiality of cancers diseases. This unique blood genomic biomarker approach is based on the scientific observation that circulating blood reflects, in a detectable way, what is occurring throughout the body currently.

The corporate and principal office address of the Company and MRNA Scientific Malaysia is Unit A-28-7, Level 28, Tower A, Menara UOA Bangsar, No.5 Jln Bangsar Utama 1 , Kuala Lumpur, Malaysia., our lab is located at Lab 353, Chemical Science Centre, University Science Malaysia, George Town, Penang, Malaysia. Another lab focuses on Covid-19 and colon cancer screening is located at 4th floor, Lifecare Diagnostic Centre, Kuala Lumpur, Malaysia. Our telephone number is (+60) 18-2218762 and our website is www.bionexusgenelab.com.

Chemrex is a wholesaler of industrial chemicals for the manufacture of industrial, medical, appliance, aero, automotive, mechanical and electronic industries in ASEAN region. On December 31, 2020, we acquired all of the outstanding capital stock of Chemrex, which was incorporated in Malaysia on September 29, 2004.

Chemrex’s corporate office and distribution and storage center is located at 4 Jalan CJ 1/6 Kawasan Perusahaan Cheras Jaya, Selangor, Malaysia. Its phone number is (+60) 1922-23815 and website is www.chemrex.com.my.

General

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 periods ended June 30, 2025 and June 30, 2024, 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.

Overview

During the fiscal period ended June 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).

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.

Results of Operations

Our Q2 2025 gross margin increased 170 bps YoY to 16.3% on improved mix and pricing. Operating expenses increased primarily due to sales & marketing investments ($608k vs $136k in Q2’24), reflecting channel development and pre‑commercialization activities. Other income was lower YoY chiefly because the reversal of expected credit losses normalized ($69.8k in Q2’25 vs $552.7k in Q2’24). These factors drove a swing from $259k operating profit in Q2’24 to $(611)k in Q2’25.

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Strong Liquidity Position and Clean Capital Structure

As of June 30, 2025, the Company had cash and cash equivalents of $1.54 million and total liquidity exceeding $6 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.

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.

Development and Focus of Core Biotech Business

In July 2025, subsequent to the period covered by this report, the Company, through MRNA Scientific Sdn. Bhd., entered into a non‑binding term sheet with Fidelion Diagnostics Pte Ltd (“Fidelion”), a Singapore-based precision diagnostics company specializing in tumor-agnostic, minimal residual disease (MRD) detection. The non-binding term sheet is for a contemplated strategic, cross‑equity alliance and exclusive commercialization rights for the VitaGuard™ MRD platform in Southeast Asia. The transaction remains subject to execution of definitive agreements.

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.

Digital Assets and Treasury Management

The Company’s Ethereum-focused treasury strategy, approved by the Board in March 2025, remains a key element of our capital management approach. Ethereum holdings are intended as a long-term strategic asset and may be deployed, staked, or otherwise utilized to enhance liquidity, diversify reserves, and support capital market transactions. Management is actively monitoring regulatory developments in relevant jurisdictions, including Wyoming and Malaysia, to ensure compliance and optimize the strategy. We did not hold digital assets as of June 30, 2025 as the Management is still reviewing multiple proposals and cash allocation strategies.

Strategic Positioning for Growth and Innovation

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.

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.

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Nasdaq Compliance Timeline & Milestones

| · | November 2023: Received initial Nasdaq compliance notice; promptly initiated proactive engagement and compliance measures.
| · | May 2024: Successfully secured initial 180-day compliance extension, reflecting constructive Nasdaq dialogue.
| · | November 2024: Requested Nasdaq hearing, leading to constructive panel engagement and temporary compliance extension approval.
| · | April 2025: Implemented strategic 1-for-10 reverse stock split, proactively ensuring continued compliance and strengthening market position.
| · | April 2025: Full Nasdaq compliance achieved, reinforcing market stability and investor confidence.

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.

Recent Developments.

(a) Advisory Agreement

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.

(b) Strategic Investment into Ascension Innovation Sdn Bhd. by our subsidiary, MRNA Scientific Sdn. Bhd.

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.

(c) Notification of Delisting, Stay of Suspension and Re-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 with a period of 180 calendar days, until May 6, 2024, to regain compliance.

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.

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.

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.

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.

On April 30, 2025, the Company received a formal notice from the Nasdaq Hearings Panel (the “Panel”) confirming that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share.

(d) Strategic Alliance with Tongshu Gene and Fidelion Diagnostics Pte Ltd

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. For additional details, refer to the Company’s Current Report on Form 8-K filed July 30, 2025.

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(e) Appointment of officers, directors, committee appointments, and appointment of officers

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.

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.

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.

Ms. Low will receive the standard independent director compensation set by the Compensation Committee of the Company, which is $1,000 USD per month.

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.

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.

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.

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.

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.

Concurrent with the new appointment, Mr. Su-Leng Tan Lee ceased his role as acting Chief Financial Officer and Principal Financial Officer of the Company.

(f) Internal Controls Enhancement

During and subsequent to the reporting period ending June 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.

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.

(g) Reverse Stock Split

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.

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Results of Operations

Exchange Rates

Translation of amounts from MYR into US$1.00 has been made at the following exchange rates for the respective period and year:

|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Period ended June 30, 2025 /Year-ended December 31, 2024 US$1: MYR exchange rate |  |  | 4.2125 |  |  |  | 4.4755 |

|  | January 1, |  |  | January 1, |
|  | 2025 |  |  | 2024 |
|  | to June 30, |  |  | to June 30, |
|  | 2025 |  |  | 2024 |
6 months average US$1: MYR exchange rate |  |  | 4.3772 |  |  |  | 4.7279 |

Results of Operations for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 (unaudited).

The following table sets forth key selected financial data for the three months and six months ended June 30, 2025 and 2024.

Consolidated

|  | Three months ended |  |  | Six months ended |
|  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
REVENUE |  | $ | 2,260,253 |  |  | $ | 1,974,564 |  |  | $ | 4,397,328 |  |  | $ | 4,356,415 |
COST OF REVENUE |  |  | (1,892,231 | ) |  |  | (1,685,844 | ) |  |  | (3,685,813 | ) |  |  | (3,702,664 | )
GROSS PROFIT |  |  | 368,022 |  |  |  | 288,720 |  |  |  | 711,515 |  |  |  | 653,751 |
OTHER INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Dividend income |  |  | 8,626 |  |  |  | 11,881 |  |  |  | 17,560 |  |  |  | 20,827 |
Interest income |  |  | 29,768 |  |  |  | 49,739 |  |  |  | 53,336 |  |  |  | 78,722 |
Fair value gain on investments in equity securities |  |  | 23,742 |  |  |  | 88,532 |  |  |  | 28,256 |  |  |  | 173,317 |
Gain on disposal of investments in equity securities |  |  | - |  |  |  | 8,117 |  |  |  | - |  |  |  | 14,298 |
Reversal of expected credit losses |  |  | 69,759 |  |  |  | 552,663 |  |  |  | 94,912 |  |  |  | 584,415 |
Others |  |  | 77,566 |  |  |  | 19,173 |  |  |  | 106,817 |  |  |  | 60,373 |
TOTAL OTHER INCOME |  |  | 209,461 |  |  |  | 730,105 |  |  |  | 300,881 |  |  |  | 931,952 |
OPERATING EXPENSES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sales and marketing |  |  | (608,427 | ) |  |  | (136,494 | ) |  |  | (1,149,122 | ) |  |  | (290,365 | )
Research and development |  |  | (12,557 | ) |  |  | (8,198 | ) |  |  | (24,696 | ) |  |  | (19,673 | )
General and administrative |  |  | (516,790 | ) |  |  | (558,829 | ) |  |  | (908,666 | ) |  |  | (874,623 | )
Fair value loss on investments in equity securities |  |  | (51,002 | ) |  |  | (56,136 | ) |  |  | (119,499 | ) |  |  | (100,433 | )
Provision for expected credit losses |  |  | - |  |  |  | - |  |  |  | (40,124 | ) |  |  | (120,469 | )
TOTAL OPERATING EXPENSES |  |  | (1,188,776 | ) |  |  | (759,657 | ) |  |  | (2,242,107 | ) |  |  | (1,405,563 | )
(LOSS)/PROFIT FROM OPERATIONS |  |  | (611,293 | ) |  |  | 259,168 |  |  |  | (1,229,711 | ) |  |  | 180,140 |
FINANCE COSTS |  |  | (4,879 | ) |  |  | (4,480 | ) |  |  | (9,788 | ) |  |  | (9,141 | )
PROFIT/(LOSS) BEFORE TAX |  |  | (616,172 | ) |  |  | 254,688 |  |  |  | (1,239,499 | ) |  |  | 170,999 |
Tax expense |  |  | - |  |  |  | (55,584 | ) |  |  | - |  |  |  | (75,652 | )
NET (LOSS)/PROFIT ATTRIBUTABLE TO COMMON SHAREHOLDERS |  | $ | (616,172 | ) |  | $ | 199,104 |  |  | $ | (1,239,499 | ) |  | $ | 95,347 |
Other comprehensive income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign currency translation gain |  |  | 367,078 |  |  |  | 2,463 |  |  |  | 439,237 |  |  |  | (207,445 | )
COMPREHENSIVE (LOSS)/PROFIT |  | $ | (249,094 | ) |  | $ | 201,567 |  |  | $ | (800,262 | ) |  | $ | (112,098 | )

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Segmented Information

|  | MRNA Scientific and Chemrex Corporation |
|  | Provision for genomic screening services |  |  | Trading of industrial chemicals |  |  | Provision for genomic screening services |  |  | Trading of industrial chemicals |
|  | Three months ended June 30, 2025 |  |  | Three months ended June 30, 2024 |
REVENUE |  | $ | 3,466 |  |  | $ | 2,256,787 |  |  | $ | 5,496 |  |  | $ | 1,969,068 |
COST OF REVENUE |  |  | (2,725 | ) |  |  | (1,889,506 | ) |  |  | (2,353 | ) |  |  | (1,683,491 | )
GROSS PROFIT |  |  | 741 |  |  |  | 367,281 |  |  |  | 3,143 |  |  |  | 285,577 |
OTHER INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Dividend income |  |  | - |  |  |  | 8,626 |  |  |  | - |  |  |  | 11,881 |
Interest income |  |  | 25,092 |  |  |  | 4,676 |  |  |  | 37,154 |  |  |  | 12,585 |
Fair value gain on investments in equity securities |  |  | - |  |  |  | 23,742 |  |  |  | - |  |  |  | 88,532 |
Gain on disposal of investments in equity securities |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 8,117 |
Reversal of expected credit losses |  |  | - |  |  |  | 69,759 |  |  |  | - |  |  |  | 552,663 |
Others |  |  | 3,477 |  |  |  | 74,089 |  |  |  | 210 |  |  |  | 18,963 |
TOTAL OTHER INCOME |  |  | 28,569 |  |  |  | 180,892 |  |  |  | 37,364 |  |  |  | 692,741 |
OPERATING EXPENSES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sales and marketing |  |  | (28,424 | ) |  |  | (559,541 | ) |  |  | (23,011 | ) |  |  | (103,257 | )
Research and development |  |  | (12,557 | ) |  |  | - |  |  |  | (8,198 | ) |  |  | - |
General and administrative |  |  | (149,164 | ) |  |  | (161,591 | ) |  |  | (73,154 | ) |  |  | (121,741 | )
Fair value loss on investments in equity securities |  |  | - |  |  |  | (51,002 | ) |  |  | - |  |  |  | (56,136 | )
TOTAL OPERATING EXPENSES |  |  | (190,145 | ) |  |  | (772,134 | ) |  |  | (104,363 | ) |  |  | (281,134 | )
(LOSS)/PROFIT FROM OPERATIONS |  |  | (160,835 | ) |  |  | (223,961 | ) |  |  | (63,856 | ) |  |  | 697,184 |
FINANCE COSTS |  |  | (3,273 | ) |  |  | (1,599 | ) |  |  | (2,646 | ) |  |  | (1,746 | )
(LOSS)/PROFIT BEFORE TAX |  |  | (164,108 | ) |  |  | (225,560 | ) |  |  | (66,502 | ) |  |  | 695,438 |
Tax expense |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (55,584 | )
NET (LOSS)/PROFIT ATTRIBUTABLE TO COMMON SHAREHOLDERS |  | $ | (164,108 | ) |  | $ | (225,560 | ) |  | $ | (66,502 | ) |  | $ | 639,854 |

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Revenue. For the current quarter ended June 30, 2025, we had total revenue of $2,260,253, an increase of 14.5% as compared to total revenue of $1,974,564 for the same quarter in the previous year.

MRNA Scientific contributed $3,466 (0.2%) of the total revenue for the current quarter ended June 30, 2025, as compared to revenue of $5,496 (0.3%) of the total revenue from the same quarter in the previous year. The decrease in revenue of 36.9% was primarily due to fewer client referrals from diagnostic centers and the continued unavailability of a key RNA machine, which has been under repair since last year.

Chemrex contributed $2,256,787 (99.8%) of the total revenue for the current quarter ended June 30, 2025 as compared to revenue of $1,969,068 (99.7%) of the total revenue for the same quarter in the previous year The increase in revenue of 14.6% was mainly due to higher sales volume, supported by continued demand from existing customers.

Cost of Revenue. For the current quarter ended June 30, 2025, we incurred $1,892,231 in cost of revenues, as compared to $1,685,844 for the same quarter in the previous year. The increase of 12.2% was due to reason as stated below.

MRNA Scientific had incurred $2,725 (0.1%) of the total cost of revenues during the current quarter ended June 30, 2025. This represents an increase of 15.8% as compared to $2,353 (0.1%) for the same quarter in the previous year. The slight increase in cost of revenue for the current quarter ended June 30, 2025 despite lower revenue was mainly due to higher cost incurred.

Chemrex had incurred $1,889,506 (99.9%) of total cost of revenue during the current quarter ended June 30, 2025. This represents an increase of 12.2% as compared to $1,683,491 (99.9%) in the previous year’s same quarter. The increase in cost of revenues for the current quarter ended June 30, 2025 was mainly due to the increase in revenues.

Gross Profit. For the current quarter ended June 30, 2025, we had total gross profit of $368,022. This represents an increase of 27.5% as compared to $288,720 in the previous year’s same quarter.

MRNA Scientific contributed $741 (0.2%) of the total gross profit of $368,022 for the current quarter ended June 30, 2025 as compared to gross profit of $3,143 (1.1%) of the total gross profit for the same quarter in the previous year. The decrease in gross profit during the current quarter by 76.4% was mainly due to lower revenue and higher laboratory cost incurred.

Chemrex contributed $367,281 (99.8%) of the total gross profit for the current quarter ended June 30, 2025 as compared to $285,577 (98.9%) of the total gross profit for the same quarter in the previous year. This represents an increase in gross profit of 28.6% mainly due to the increase in revenues registered in the current quarter.

Other Income. For the current quarter ended June 30, 2025, other income has reduced by 71.3% to $209,461, compared to $730,105 for the same quarter in the previous year.

MRNA Scientific contributed $28,569 (13.6%) of total other income for the current quarter ended June 30, 2025 as compared to $37,364 (5.1%) of the other income for the same quarter in the previous year. This represents a decline of 23.5% mainly due to the drop in USD interest rates, which led to lower interest income from fixed deposits.

Chemrex contributed $180,892 (86.4%) of total other income for the current quarter ended June 30, 2025 as compared to $692,741 (94.9%) of the total other income for the same quarter in the previous year. This represents a decrease of 73.9%. The lower in other income for the current quarter was primarily due to lower bank interest earnings, a decrease in fair value gains on investments in equity securities, a slight reduction in dividends received from investments, the absence of gains on disposal of equity securities and lower reversal of expected credit losses.

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Operating Expenses. For the current quarter ended June 30, 2025, total operating expenses amounted to $1,188,776, representing an increase of 56.5% compared to $759,657 for the same quarter in the previous year. This increase was primarily attributed to the increase in sales and marketing expenses and research and development expenses, partially offset by a decrease in general and administrative and fair value loss on investment in equity securities, The breakdown of the expenses are as follows:

Sales and Marketing Expenses increased significantly to $608,427 for the current quarter ended June 30 , 2025, compared to $136,494 in the previous year’s same quarter, an increase of 345.8%. This increase was primarily attributable to higher compensation expense at the Chemrex subsidiary. The details by entity are as follows:

Chemrex incurred $559,541 (92%) of the total combined sales and marketing expenses of $608,427 for the current quarter ended June 30, 2025, compared to $103,257 (75.6%) of the total combined sales and marketing expenses of $136,494 for the same quarter in the previous year. This represents an increase of 441.9% mainly attributed by higher officer/directors’ remuneration, which includes associated statutory employment contributions and to a lesser extent, a new contract for services appointed on August 1, 2024. The contract focuses on business development efforts to expand both locally and internationally.

MRNA Scientific incurred $28,424 (4.7%) of the total combined sales and marketing expenses of $608,427 for the current quarter ended June 30, 2025, compared to $23,011 (16.9%) of the total combined sales and marketing expenses of $136,494 for the same quarter in the previous year. This represents an increase of 23.5% mainly due to the increase in the directors’ remuneration as a result of additional scope of work being undertaken by such directors.

BGLC, the parent company, incurred $20,462 (3.3%) of the total combined sales and marketing expenses of $608,427 for the current quarter ended June 30, 2025, compared to $10,226 (7.5%) of the total combined sales and marketing expenses of $136,494 for the same quarter in the previous year. This represents an increase of 100.1% in sales and marketing expenses for the current quarter ended June 30, 2025. The increase was mainly due to overseas travel expenses and business development expenses incurred during the current quarter.

Research and Development Expenses: For the current quarter ended June 30, 2025, MRNA Scientific incurred $12,557 (100%), compared to $8,198 (100%) for the same quarter in the previous year. This reflects an increase of 53.2% primarily due to a change in the exchange rate used to convert local currency to U.S. dollars (4.31 in the current quarter versus 4.73 in the same quarter last year) rather than a rise in actual R&D activity or spending.

General and Administrative Expenses: For current quarter ended June 30, 2025, the total general and administrative expenses amounted to $516,790, compared to $558,829 for the same quarter in the previous year, a decrease of $42,039 or 7.5%. The details by entity are as follows:

MRNA Scientific incurred $149,164 (28.9%) of the total combined general and administrative of $516,790 for the current quarter ended June 30, 2025, compared to $73,154 (13.1%) of the total combined general and administrative expenses of $558,829 for the same quarter in the previous year representing an increase of 103.9%. The increase was mainly due to repair costs of lab equipment, amortization of the right-of-use asset, increased utility expenses, legal adviser fees, realized foreign exchange loss and an unrealized foreign exchange loss amounting to $89,757.

Chemrex incurred $161,591 (31.3%) of the total combined general and administrative expenses of $516,790, compared to $121,741 (21.8%) of the total combined general and administrative expenses of $558,829 for the same quarter in the previous year, an increase of 32.7%. The increase was primarily due to losses of realized and unrealized foreign exchange during the period and transport charges.

BGLC, the parent company, incurred $206,035 (39.9%) of total general and administrative of $516,790 for the current quarter ended June 30, 2025, compared to $363,934 (65.1%) of the total combined general and administrative expenses of $558,829 for the same quarter in the previous year This represents a decrease of 43.4% mainly due to lower directors’ fees and legal fees incurred during the current quarter.

Fair value loss on investments in equity securities: For the current quarter ended June 30, 2025, Chemrex incurred a loss on investments in equity securities of $51,002 (100% of the total), compared to $56,136 (100% of the total) for the same quarter in the previous year. This represents a reduction of 9.1%, due to improved market conditions and stabilization in the valuation of the company’s equity investment portfolio.

(Loss)/Profit from Operations. We had a loss from operations of $611,293 for the current quarter ended June 30, 2025 as compared to a profit of $259,168 for the same quarter in the previous year. The loss from operations is due to the reasons discussed above.

Income tax expense. For the current quarter ended June 30, 2025 there is no provision of income tax expense for Chemrex as compared to tax expenses of $55,584 for the same quarter in the previous year.

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 June 30, 2025, we experienced a foreign currency gain of $367,078 as compared with a foreign currency gain of $2,463 for the same quarter in the previous year.

Provision for expected credit losses. For the current three month period ended June 30, 2025, Chemrex incurred $69,759 (100% of the total), compared to $552,663 (100% of the total) for the same period in the previous year. This represents a reduction of 87.4%, mainly due to improvements in the collection process.

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Segmented Information |  |  |  |  |  |  |  |  |  |  |  |
|  | MRNA Scientific and Chemrex Corporation |
|  | Provision for genomic screening services |  |  | Trading of industrial chemicals |  |  | Provision for genomic screening services |  |  | Trading of industrial chemicals |
|  | Six months ended June 2025 |  |  | Six months ended June 2024 |
REVENUE |  | $ | 6,534 |  |  | $ | 4,390,794 |  |  | $ | 8,661 |  |  | $ | 4,347,754 |
COST OF REVENUE |  |  | (4,131 | ) |  |  | (3,681,682 | ) |  |  | (4,605 | ) |  |  | (3,698,059 | )
GROSS PROFIT |  |  | 2,403 |  |  |  | 709,112 |  |  |  | 4,056 |  |  |  | 649,695 |
OTHER INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Dividend income |  |  | - |  |  |  | 17,560 |  |  |  | - |  |  |  | 20,827 |
Interest income |  |  | 45,094 |  |  |  | 8,242 |  |  |  | 60,937 |  |  |  | 17,785 |
Fair value gain on investments in equity securities |  |  | - |  |  |  | 28,256 |  |  |  | - |  |  |  | 173,317 |
Gain on disposal of investments in equity securities |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 14,298 |
Reversal of expected credit losses |  |  | - |  |  |  | 94,912 |  |  |  | - |  |  |  | 584,415 |
Others |  |  | 7,370 |  |  |  | 99,447 |  |  |  | 15,121 |  |  |  | 45,252 |
TOTAL OTHER INCOME |  |  | 52,464 |  |  |  | 248,417 |  |  |  | 76,058 |  |  |  | 855,894 |
OPERATING EXPENSES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sales and marketing |  |  | (56,064 | ) |  |  | (1,068,531 | ) |  |  | (54,116 | ) |  |  | (223,699 | )
Research and development |  |  | (24,696 | ) |  |  | - |  |  |  | (19,673 | ) |  |  | - |
General and administrative |  |  | (205,170 | ) |  |  | (286,724 | ) |  |  | (111,429 | ) |  |  | (252,162 | )
Fair value loss on investments in equity securities |  |  | - |  |  |  | (119,499 | ) |  |  | - |  |  |  | (100,433 | )
Provision for expected credit losses |  |  | - |  |  |  | (40,124 | ) |  |  | - |  |  |  | (120,469 | )
TOTAL OPERATING EXPENSES |  |  | (285,930 | ) |  |  | (1,514,878 | ) |  |  | (185,218 | ) |  |  | (696,763 | )
(LOSS)/PROFIT FROM OPERATIONS |  |  | (231,063 | ) |  |  | (557,349 | ) |  |  | (105,104 | ) |  |  | 808,826 |
FINANCE COSTS |  |  | (6,637 | ) |  |  | (3,101 | ) |  |  | (4,596 | ) |  |  | (4,433 | )
(LOSS)/PROFIT BEFORE TAX |  |  | (237,700 | ) |  |  | (560,450 | ) |  |  | (109,700 | ) |  |  | 804,393 |
Tax expense |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (75,652 | )
NET (LOSS)/PROFIT ATTRIBUTABLE TO COMMON SHAREHOLDERS |  | $ | (237,700 | ) |  | $ | (560,450 | ) |  | $ | (109,700 | ) |  | $ | 728,741 |

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Revenue.

For the current six month period ended June 30, 2025, we had total revenue of $4,397,328, an increase of 0.9% as compared to total revenue of $4,356,415 for the same period in the previous year.

MRNA Scientific contributed $6,534 (0.1%) of the total revenue for the current six month period ended June 30, 2025, as compared to revenue of $8,661 (0.2%) of the total revenue from the same period in the previous year. The decrease in revenue of 24.6% was primarily due to fewer client referrals from diagnostic centers and the continued unavailability of a key RNA machine, which has been under repair since last year. The equipment breakdown has not only affected MRNA operations but also impacted on general BGS sales, limiting testing capacity and service availability.

Chemrex contributed $4,390,794 (99.9%) of the total revenue for the current six month period ended June 30, 2025 as compared to $4,347,754 (99.8%) of the total revenue for the same period in the previous year. The increase in revenue of 0.99%, was mainly driven by improved sales performance, supported by stronger demand from key customers and expanded marketing efforts.

Cost of Revenue. For the current six month period ended June 30, 2025, we incurred $3,685,813 in cost of revenues, as compared to $3,702,664 for the same period in the previous year. The decrease in cost of revenue of 0.5% was due to the reason stated below.

MRNA Scientific had incurred $4,131 (0.1%) of the total cost of revenues during the current six month period ended June 30, 2025. This represents a decrease of 10.3% as compared to $4,605 (0.1%) for the same period in the previous year due to lower cost incurred in the first quarter.

Chemrex had incurred $3,681,682 (99.9%) of the total cost of revenue during the current six month period ended June 30, 2025. This represents a marginal reduction of 0.44% as compared to $3,698,059 (99.9%) for the same period in the previous year due to effectiveness in cost of production despite slight increase in revenue.

Gross Profit. For the current six month period ended June 30, 2025, we had total gross profit of $711,515, an increase of 8.8% as compared to gross profit of $653,751 for the same period in the previous year.

MRNA Scientific had a gross profit of $2,403 (0.3%) of the total gross profit of $711,515 for the current six month period ended June 30, 2025, as compared to $4,056 (0.6%) of the total gross profit of $653,751 for the same period in the previous year. The decrease in gross profit by 40.8% was due to lower revenue and higher cost incurred.

Chemrex contributed $709,112 (99.7%) of the total gross profit for the current six month period ended June 30,2025, as compared to $649,695 (99.4%) of the total gross profit for the same period in the previous year. The gross profit increased by 9.15% for the current period due to increase in revenues.

Other Income. For the current six month period ended June 30, 2025, we had $300,881 other income as compared to $931,952 for the same period in the previous year. This represents a decrease of 67.7%.

MRNA Scientific had $52,464 (17.4%) for the current six month period ended June 30, 2025, as compared to $76,058 (8.2%) for the same period in the previous year. This represents a reduction of 31% mainly due to the drop in USD interest rates, which led to lower interest income from fixed deposits. Furthermore, unlike the previous year, there were no foreign exchange gains recognized from foreign currency accounts held in Malaysia during the current period.

Chemrex contributed $248,417 (82.6%) of other income for the current six month period ended June 30, 2025, as compared to $855,894 (91.8%) for the same period in the previous year. This represents a decrease of 70.98% primarily due to lower bank interest earnings, a decrease in fair value gains on investments in equity securities, a slight reduction in dividends received from investments, the absence of gains on disposal of equity securities and lower amount of reversal of expected credit losses.

Operating Expenses. For the current six month period ended June 30, 2025, total operating expenses amounted to $2,242,107, representing an increase of 59.5% compared to $1,405,563 for the same period in the previous year. The increase was primarily attributed to the increase in sales and marketing expenses, research and development expenses, general and administrative expenses and fair value loss on investment in equity securities partially offset by a decrease in the provision for expected credit losses, The breakdown is as follows:

Sales and Marketing Expenses increased significantly to $1,149,122 for the current six month period ended June 30, 2025, compared to $290,365 in same period in the previous year. This represents an increase of 295.8% primarily attributable to higher compensation expense at the Chemrex subsidiary (93%). The details by entity are as follows:

Chemrex incurred $1,068,531 (93%) of total combined sales and marketing expenses of $1,149,122 for the current six month period ended June 30, 2025, compared to $223,699 (77%) of the total combined sales and marketing expenses of $290,365 for the same period in the previous year. This represents an increase of 377.7%, primarily due to higher officer/directors’ remuneration, which includes associated statutory employment contributions, and to a lesser extent the appointment of a new service contract effective August 1, 2024. The new contract focuses on business development initiatives aimed at driving both local and international expansion.

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MRNA Scientific incurred $56,064 (4.9%) of the total combined sales and marketing expenses of $1,149,122 for the current six month period ended June 30, 2025, compared to $54,116 (18.6%) of the total combined sales and marketing expenses of $290,365 for the same period in the previous year. This represents an increase of 3.6% due to the increase in directors’ remuneration as a result of additional scope of work undertaken by such directors.

BGLC, the parent company, incurred $24,527 (2.1%) of the total combined sales and marketing expenses of $1,149,122 for the current six month period ended June 30, 2025, compared to $12,550 (4.3%) of the total combined sales and marketing expenses of $290,365 for the same period in the previous year. This represents an increase of 95.4% mainly due to overseas travel expenses and business development expenses incurred during the current six month period.

Research and Development Expenses: For the current six month period ended June 30, 2025, MRNA Scientific incurred $24,696 (100% of the total), compared to $19,673 (100% of the total) for the same period in the previous year. This reflects an increase of 25.5% primarily attributed to the use of a different exchange rate for converting local currency to USD during the current period, rather than an actual increase in underlying R&D activity or spending.

General and Administrative Expenses: For the current six month period ended June 30, 2025, the total general and administrative expenses amounted to $908,666, compared to $874,623 for the same period in the previous year. This represents an increase of 3.9%. The details by entity are as follows:

MRNA Scientific incurred $205,170 (22.6%) of the total combined general and administrative of $908,666 for the current six month period ended June 30, 2025, compared to $111,429 (12.7%) of the total combined general and administrative expenses of $874,623 for the same period in the previous year representing an increase of 84.1%. The increase was mainly due to repair cost of lab equipment, amortization of the right-of-use asset, increased utility expenses, legal adviser fees, realized foreign exchange loss and an unrealized foreign exchange loss.

Chemrex incurred $286,724 (31.6%) of the total combined general and administrative expenses of $908,666, for the current six month period ended June 30, 2025, compared to $252,162 (28.8%) of the total combined general and administrative expenses of $874,623 for the same period in the previous year The increase of 13.7%, was mainly attributed to realized and unrealized foreign exchange losses, higher staff salaries, increased transport charges, additional costs related to the disposal of chemical waste, and increased training expenses.

BGLC, the parent company, incurred $416,772 (45.9%) of total general and administrative of $908,666 for the current six month period ended June 30, 2025, compared to $511,032 (58.4%) of the total combined general and administrative expenses of $874,623 the same period in the previous year. This represents a decrease of 19.4% mainly due to the lower amount of directors’ fees and legal fees incurred during the current period.

Fair value loss on investments in equity securities: For the current six month period ended June 30, 2025, Chemrex incurred a loss on investment in equity securities of $119,499 (100% of the total), compared to $100,433 (100% of the total) for the same period in the previous year. The increase of 19.0%, was primarily due to unfavorable market conditions affecting the valuation of certain equity holdings during the period.

Provision for Expected Credit Losses: For the current six month period ended June 30, 2025, Chemrex incurred $40,124 (100% of the total), compared to $120,469 (100% of the total) for the same period in the previous year. This represents a reduction of 66.69%, mainly due to improved credit risk profiles and more effective receivables collection processes.

(Loss)/Profit from Operations. We had a loss from operations of $1,229,711 for the current six month period ended June 30, 2025 as compared to profit of $180,140 for the same period in the previous year. The losses incurred were mainly due to the reasons discussed above.

Income tax expense. For the current six month period ended June 30, 2025, we had no tax provision as compared to the same period in the previous year in which Chemrex has made a tax provision of $75,652.

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 would require us to recognize a transaction gain or loss on revaluation. For the current six-month period ended June 30, 2025, we experienced a foreign currency gain of $439,237 as compared to a foreign currency loss of $207,445 for the same period in the previous year.

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LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2025, we had working capital of $4,621,505 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.

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:

| · | Addition of administrative and marketing personnel as the business grows,
| · | Increases in advertising and marketing in order to attempt to generate more revenues, and
| · | The cost of being a public company.

The Company believes that cash flow from operations together will be sufficient to sustain its current level of operations for at least the next 12 months of operations.

The following is a summary of the Company’s cash flows (used in) / generated from operating, investing, and financing activities for the six months ended June 30, 2025, and 2024

|  | Six months ended |
|  | June 30, |
|  | 2025 |  |  | 2024 |
Net cash used in operating activities |  | $ | (1,561,979 | ) |  | $ | (709,428 | )
Net cash (used in)/generated investing activities |  |  | (44,178 | ) |  |  | 66,960 |
Net cash (used in)/generated financing activities |  |  | (1,890 | ) |  |  | 202,344 |
Foreign currency translation adjustment |  |  | 258,270 |  |  |  | (115,379 | )
Net Change in Cash and Cash Equivalents |  | $ | (1,349,777 | ) |  | $ | (555,503 | )

Operating Activities

During the six months ended June 30, 2025, the Company incurred a net loss of $(1,239,499) which, after adjusting for amortization, depreciation, dividend income, allowances for expected credit losses, recovery for expected credit losses, fair value loss on investment in equity securities, an increase in trade and other receivables, a decrease in inventories, advance payment from customer, trade and other payables, and operating lease liabilities, resulted in net cash of $(1,561,979) being used in operating activities during the six months ended June 30, 2025 .

By comparison, during the same period last year, the Company incurred a net profit of $95,347 which, after adjusting for amortization, depreciation, dividend income, allowances for expected credit losses, recovery for expected credit losses, fair value gain on share investment, gain on disposal on share investment, loss arising from settlement of supplier contract dispute, a decrease in inventories and operating lease liabilities, increase in trade and other receivables, advance payment from customer and a substantial reduction in trade and other payables, resulted in net cash of $(709,428) being used in operating activities during the six months ended June 30, 2024.

Investing Activities

During the six months ended June 30, 2025, the Company recorded net cash used in investing activities of $(44,178), primarily due to the purchase of plant and equipment totaling $(30,511) and a change in fixed deposits placed for more than three months of $(31,227), partially offset by dividend income of $17,560.

By comparison, during the same period last year, the Company had net cash of $66,960 generated from investment activities from proceeds from disposal of share investments of $297,678, refund from settlement of supplier contract dispute at $77,201 and dividend income of $20,827, partially offset by acquisition of share investment of $(264,768), a change in fixed deposits placed for more than three months of $(40,200) and purchase of plant and equipment of $(23,778).

Financing Activities

During the six months ended June 30, 2025, the Company had net cash of $(1,890) used in financing activities. This was primarily due to a loan repayment of $(1,385) to a director and payment of $(505) related to the rounding down of 169.30 fractional shares resulting from a 10-to-1 reverse stock split at a price of $2.98 per share.

By comparison, during the same period in the previous year, the Company had net cash of $202,344 generated from financing activities for advances from directors

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this item.

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of June 30, 2025, the Company carried out an evaluation under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of the end of the period covered by this report due to the reasons noted below with respect to our wholly owned subsidiary, Chemrex Corporation Sdn. Bhd.

Management’s Report on Internal Control over Financial Reporting

The Company is not required to provide an attestation report from its registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 as it qualifies as a smaller reporting company.

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of internal control over financial reporting as of December 31, 2024, using the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, management concluded that the Company did not maintain effective control over financial reporting as of the end of the period covered by this report for the reasons noted below with respect to our wholly owned subsidiary, Chemrex.

Our independent Audit Committee oversaw an investigation into certain governance irregularities at the subsidiary level.

Identified Deficiency at Subsidiary Level

During the quarter, the Company’s independent registered public accounting firm communicated to management a concern regarding the sufficiency of internal financial controls at Chemrex. The identified issues relate primarily to documentation standards, delegation of transaction approval authority, and the timeliness of internal reporting.

While the Company’s management, in consultation with the Audit Committee, has determined that the deficiency does not rise to the level of a material weakness as defined in Rule 13a-15(f), it has been classified as a significant deficiency in the design and operation of internal control over financial reporting at the subsidiary level.

Remediation Plan

In response to the identified deficiency, the Company has initiated a remediation plan that includes the following actions:

| · | Implementation of a revised delegation of authority policy at the subsidiary level;
| · | Reconstitution and strengthening of oversight mechanisms through the Board and Audit Committee;
| · | Review and ratification of all affected subsidiary transactions by the Audit Committee;
| · | Initiation of an internal audit of Chemrex procurement and contracting procedures; and
| · | Re-training accounting staff on internal control and reporting policies.

The Company expects these remediation measures to be completed during fiscal year 2025. The effectiveness of these controls will be reassessed as part of management’s ongoing internal control evaluation process.

Subsequent to the quarter ended June 30, 2025, and through the date of this report, the Board of Directors implemented targeted remediation measures in response to internal control observations related to the operations of our Chemrex subsidiary. These measures included:

· | The appointment of additional directors to the board of Chemrex Corporation Sdn. Bhd., one of whom is the Company’s Chief Financial Officer, to strengthen governance oversight at the subsidiary level;
· | A comprehensive review and update of Chemrex’s corporate policies and procedures, conducted in connection with the appointment of the Company’s new Chief Financial Officer, to ensure alignment with parent-level controls and regulatory compliance standards; and
· | The initiation of enhanced reporting protocols, requiring more frequent financial and operational reporting from Chemrex management to both the Company’s CFO and Audit Committee.

These steps are intended to remediate identified control deficiencies by improving oversight, increasing policy adherence, and enhancing transparency in subsidiary operations. Management will continue to monitor the effectiveness of these changes and will implement additional measures as appropriate to ensure that internal controls over financial reporting operate effectively on a consistent basis.

Changes in Internal Controls over Financial Reporting

Except as described above, there were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II OTHER INFORMATION

Item 1. Legal Proceedings.

There are presently no pending legal proceedings to which the Company or any of its property is subject, or any material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities is a party or has a material interest adverse to the Company, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 1A. Risk Factors.

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

Risks Related to the Proposed Fidelion Diagnostics Transaction

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

Risks Related to Our Ethereum Treasury Strategy

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

Risks Related to Our Chemrex CDMO Transition

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

General Risk Factor

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

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Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable to our Company.

Item 5. Other Information.

Equity Awards to Officers, Directors and Certain Employees

On August 15, 2025, our Board of Directors approved equity compensation arrangements for our Chief Executive Officer, Chief Financial Officer, each of our independent non-executive directors, and two key employees of MRNA Scientific Sdn. Bhd. (collectively, the “Participants”). These awards will be made as standalone compensatory arrangements, and issuance is subject to the fulfilling of all required regulatory approvals.

CEO Option Award. The Board approved non-qualified stock options to purchase four tranches of shares (300,000 each) with exercise prices of $8.00, $12.00, $20.00 and $30.00 per share, 10-year terms. Tranche A vests in three equal annual instalments, the first upon the fulfilling of all required regulatory approvals and then on January 1st of the applicable year thereafter. Tranches B, C, and D are performance-based and vest 100% upon achievement of a 20-trading-day VWAP at or above the applicable floor price within five years after the grant date, subject to continued service. Unvested Tranches B/C/D remain eligible to vest for up to 24 months following a termination other than for cause if the price hurdles are later met (subject to a customary release and transition cooperation). All unvested CEO options accelerate immediately prior to a qualifying change in control.

CFO Option Awards. The Board approved three annual non-qualified stock option grants of 30,000 options each for 2025, 2026, and 2027 with exercise prices of $6.00, $10.00 and $15.00, respectively, with the first instalment vesting on the grant date, and each subsequent instalment on the first anniversary of the applicable grant date, subject to continued service. Unvested awards accelerate upon a qualifying change in control.

Director Option Awards. Each independent director will receive three annual grants of 30,000 options for 2025, 2026, and 2027 with exercise prices of $6.00, $10.00 and $15.00, respectively, 10-year terms, with the first instalment vesting on the grant date, and each subsequent instalment on the first anniversary of the applicable grant date, subject to continued service. Unvested awards accelerate upon a qualifying change in control.

Key Person Option Awards. Each of two key employees of MRNA Scientific will receive three annual grants of 20,000 options for 2025, 2026, and 2027 with exercise prices of $6.00, $10.00 and $15.00, respectively, 10-year terms, with the first instalment vesting on the grant date, and each subsequent instalment on the first anniversary of the applicable grant date, subject to continued service. Unvested awards accelerate upon a qualifying change in control.

The Board also approved a Form of Non-Qualified Stock Option Agreement for use with the awards that is filed with this report as Exhibit 10.8.

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Item 6. Exhibits.

Exhibit |  | Description
31.1 |  | Certification of the Company’s Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2 |  | Certification of the Company’s Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1 |  | Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
32.2 |  | Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
10.8 |  | Form of Non-Qualified Stock Option Agreement
101.INS |  | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).*
101.SCH |  | Inline XBRL Taxonomy Extension Schema Document.*
101.CAL |  | Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF |  | Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB |  | Inline XBRL Taxonomy Extension Labels Linkbase Document.*
101.PRE |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104 |  | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).*

______________

* Filed herewith.

** Previously filed or furnished.

+ Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

BioNexus Gene Lab Corp. |
/s/ Su-Leng Tan Lee |
Su-Leng Tan Lee |
Chief Executive Officer (Principal Executive Officer) |
/s/ Set Fui Chong |
Set Fui Chong |
Chief Financial Officer (Principal Financial and Accounting Officer) |

August 18, 2025

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