BioNexus Gene Lab Corp

BioNexus Gene Lab Corp. (BGLC) operates through two primary subsidiaries in Malaysia: Chemrex Corporation Sdn. Bhd. ("Chemrex") and MRNA Scientific Sdn. Bhd. ("MRNA Scientific"). Chemrex focuses on the distribution of chemical raw materials, primarily fiber-reinforced polymers (FRP), for industrial applications across Southeast Asia, including Malaysia, Indonesia, and Vietnam. MRNA Scientific is engaged in the development and provision of blood-based genomic screening services for early disease risk assessment and health management. The company recently expanded its strategic focus in molecular diagnostics and oncology-related screening technologies through an agreement with Fidelion Diagnostics Pte. Ltd. in November 2025.

Chemrex's core business involves purchasing raw chemical materials, predominantly FRP, from domestic and international manufacturers and selling them to manufacturers in Southeast Asia. These materials are used in a variety of products such as handrails, bench tops, automotive and aero parts, and cleanroom panels. The company's sales and marketing efforts include online promotion, product displays at its warehouse, and direct engagement by marketing personnel. Chemrex's top five customers accounted for approximately 27.43% ⁴ of its revenue for the fiscal year ended December 31, 2025. The company also collaborates with customer research teams for new product development.

MRNA Scientific's business model revolves around genomic screening services, specifically blood-based analysis of ribonucleic acid (RNA) expression patterns to provide risk-related information for certain disease categories. These services screen for eight types of cancer (nasopharyngeal, lung, liver, stomach, breast, cervical, prostate, and colon), two inflammatory bowel diseases (ulcerative colitis and Crohn’s disease), osteoarthritis, and cardiovascular and neurological risks (heart attack, stroke, and mental disorders). Revenue is generated by screening blood samples collected by third-party healthcare providers using proprietary biomarkers and algorithm software. The company emphasizes that its reports are for healthcare provider use and not a substitute for medical advice.

For the fiscal year ended December 31, 2025, BioNexus Gene Lab Corp. reported total revenue of $7,424,911 ⁵, a decrease of 21.9% ⁶ from $9,510,646 ⁷ in fiscal year 2024. The cost of revenue for 2025 was $6,339,694 ⁸, down 23% ⁹ from $8,221,125 ¹⁰ in 2024. This resulted in a gross profit of $1,085,217 ¹¹ in 2025, compared to $1,289,521 ¹² in 2024. The total gross margin percentage for the company was 14.7% ¹³ in 2025, an increase from 13.7% ¹⁴ in 2024. The company experienced a net loss attributable to common shareholders of $(2,984,607) ¹⁵ in 2025, an increase from $(1,598,342) ¹⁶ in 2024. Basic and diluted EPS for 2025 was $(1.607) ¹⁷, compared to $(0.897) ¹⁸ in 2024. Cash and bank balances at December 31, 2025, were $2,383,369 ¹⁹, while fixed deposits were $1,656,336 ²⁰. Total current assets were $5,448,738 ²¹ and total current liabilities were $520,957 ²², resulting in working capital of $4,927,781 ²³. The company had total assets of $9,252,784 ²⁴ and total liabilities of $637,856 ²⁵ as of December 31, 2025.

Year-over-year, total revenue decreased by 21.9% ⁶, primarily due to lower business volume at Chemrex, which saw a 22% ²⁶ reduction in revenue, mainly attributed to a change in management impacting customer relations. MRNA Scientific's revenue, however, increased by 18.8% ²⁷ to $19,089 ²⁸ in 2025 from $16,069 ²⁹ in 2024, influenced by foreign currency translation. The gross margin percentage for MRNA Scientific slightly reduced to 51.1% ³⁰ in 2025 from 54.5% ³¹ in 2024 due to a different mix of services, while Chemrex's gross margin percentage improved to 14.6% ³² from 13.6% ³³ due to a different product mix. Other income significantly decreased by 79% ³⁴ in 2025, mainly due to a smaller reversal of expected credit losses ($144,767 ³⁵ in 2025 versus $1,689,412 ³⁶ in 2024). Operating expenses decreased by 9% ³⁷ in 2025, driven by lower provision for expected credit losses and reduced sales and marketing expenses, partially offset by higher general and administrative expenses. Loss from operations increased by 88% ³⁸ to $(2,965,065) ³⁹ in 2025 from $(1,573,702) ⁴⁰ in 2024.

Significant operational developments during 2025 included the entry into a Share Subscription and Shareholders’ Agreement with Fidelion Diagnostics Pte. Ltd., which resulted in BGLC holding at least 15.0% ⁴¹ of Fidelion’s enlarged share capital and obtaining exclusive commercial rights to the VitaGuard™ Minimal Residual Disease (MRD) platform in the ASEAN region. The company also filed a registration statement on Form S-3 to offer up to $100 million ⁴² of securities and entered into an Equity Distribution Agreement with Maxim Group LLC for an at-the-market offering program, under which 53,478 ⁴³ shares were sold for proceeds of $267,311 ⁴⁴. Additionally, the company initiated an Ethereum-focused treasury strategy and partnered with ML Tech for optimization. Governance remediation efforts at Chemrex continued, following identified lapses in corporate governance standards.

Management's principal areas of focus for the upcoming period include maintaining and improving Chemrex's operating performance, controlling discretionary expenditures, continuing remediation efforts to strengthen internal controls and governance, and pursuing external financing and capital markets transactions. The company's liquidity remains dependent on these factors, and there is no assurance that additional financing will be available on acceptable terms or at all.

A major growth area for the company is the continued development and deployment of the VitaGuard™ Minimal Residual Disease (MRD) platform in the Southeast Asian market. This platform is described as a next-generation, AI-enabled liquid biopsy system designed for early detection of cancer recurrence and supporting precision-treatment decision making. The company obtained exclusive commercial rights to this platform in the ASEAN region on a perpetual basis through an Intellectual Property License Agreement with Fidelion Diagnostics Pte. Ltd. in November 2025. In consideration for this license, the company agreed to pay Fidelion a total license fee of $2,000,000 ⁴⁵ in 24 equal monthly installments and committed to purchase at least $500,000 ⁴⁶ in value of VitaGuard™ reagents and system components during the first 24 months following the effective date. The formal commencement of the deployment phase for this platform was announced in January 2026.

Another growth vector for MRNA Scientific involves expanding its blood-based genomic screening services. The company aims to increase referrals from healthcare providers in the Klang Valley market and then expand to other large cities in Malaysia, such as Penang, Ipoh, Seremban, Melaka, Johor Bahru, and Kuantan. This expansion will be supported by allocating more capital resources to marketing and promotional efforts, including direct marketing through wellness and healthcare key opinion leaders. The company is also in discussions with market access experts in Europe to explore offering its screening products internationally.

Operationally, the company anticipates full remediation of internal control deficiencies and the establishment of a uniform group-level risk and compliance framework. This follows an Audit Committee review that identified material issues at Chemrex, including unauthorized remuneration increases and transactions without proper Board approval. The company is implementing enhanced governance controls, updating approval workflows, and reviewing subsidiary-level delegations of authority. An internal audit of Chemrex procurement and contracting procedures has been initiated, and staff retraining on internal control and reporting policies is underway.

The company also plans continued expansion into digital healthcare markets, including the deployment of capital into Malaysian government co-investment projects. Furthermore, potential revenue acceleration is expected through strategic alliances, mergers, or acquisitions facilitated by the company's investment banking advisor. The company's Ethereum-focused treasury strategy, approved in March 2025, and its strategic partnership with ML Tech, an AI-driven wealth management platform for digital assets, are intended to optimize its Ethereum-based growth strategies.

Planned capital allocation includes continued investment in research and development, with MRNA Scientific's R&D costs for 2025 being $50,670 ⁴⁷, solely related to the continued development of its blood-based genomic screening (BGS) test. The company also has an Equity Distribution Agreement with Maxim Group LLC, allowing it to sell up to $20,000,000 ⁴⁸ of common stock through an at-the-market offering program. As of the filing date, 53,478 ⁴³ shares have been sold for proceeds of $267,311 ⁴⁴ under this program. Additionally, the 2025 Equity Incentive Plan, approved by shareholders in December 2025, allocated approximately 403,000 ⁴⁹ shares of common stock for issuance to employees and consultants, subject to annual increases. The company has not declared or paid any cash dividends and does not anticipate doing so in the foreseeable future, with earnings expected to be used for business activities, working capital, and general corporate purposes.

The company faces several material risks, including its status as an early commercial-stage company with a limited operating history, making future performance difficult to predict. Growth, both organic and inorganic, will require substantial capital and long-term investments, and there is no assurance that funding will be available at reasonable costs or on satisfactory terms, potentially leading to dilution of existing shareholders or restrictive debt covenants. The company has incurred continuous losses, with a net loss of $2,984,607 ¹⁵ in 2025 and an accumulated deficit of $6,427,227 ⁵⁰, raising substantial doubt about its ability to continue as a going concern. Global economic conditions and volatility can adversely impact demand for products and services, and disruptions in the supply of chemical raw materials could affect Chemrex's business. MRNA Scientific's business is exposed to exponential growth in biotechnology, and its inability to manage this growth or successfully commercialize its services and products, including the VitaGuard™ platform, could harm its business. The company's biomarkers have not undergone clinical trials that would satisfy regulators in the United States or the European Union, and if such trials were conducted, results might be less successful than anticipated. There is a risk of product liability claims due to inaccurate diagnoses from MRNA Scientific's screening process, and the company currently does not hold any product liability or business interruption insurance. Changes in laws and regulations, such as the potential implementation of the Malaysian Pathology Laboratory Bill of 2007, could increase costs or prevent business expansion. Cybersecurity threats, loss of data, and other disruptions could compromise sensitive information, leading to legal claims or reputational damage. The company's operations in Southeast Asia are subject to political, economic, and regulatory changes, including foreign exchange control policies, which could restrict the repatriation of dividends from subsidiaries. Furthermore, the Audit Committee's ongoing investigation into historical governance failures at Chemrex may result in material adjustments or restatements, and internal control deficiencies may persist despite remediation efforts.

Management's message to shareholders conveys a focus on navigating operational challenges, strengthening internal controls, and pursuing strategic growth opportunities. They acknowledge the company's early commercial stage and the associated difficulties, including the need for substantial capital for growth initiatives. Key strategic priorities for the period ahead include maintaining and improving Chemrex's operating performance, controlling discretionary expenditures, and continuing remediation efforts to strengthen internal controls and governance. Additionally, management is emphasizing the pursuit of external financing and capital markets transactions, as well as the evaluation of strategic opportunities in diagnostics-related businesses, particularly the continued development and deployment of the VitaGuard™ Minimal Residual Disease (MRD) platform in the Southeast Asian market. The company also highlights its intention to expand MRNA Scientific's services within Malaysia and internationally, supported by increased marketing efforts and potential strategic partnerships.