Quarterly Report for Quarter Ending 2025-09-30 (Form 10-Q)

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 September 30, 2025 and September 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 September 30, 2025, BioNexus Gene Lab Corp. ("BGLC", the "Company", "we", "us" or "our") continued to develop and refine its strategic focus across its three operational segments: healthcare diagnostics (MRNA Scientific Sdn. Bhd.), specialty chemicals (Chemrex Corporation Sdn. Bhd.), and innovation-focused ventures (including digital health and blockchain-linked financial strategies).

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.

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Strong Liquidity Position and Clean Capital Structure

As of September 30, 2025, the Company had cash and cash equivalents of $1.36 million and total liquidity exceeding $5 million. "Total liquidity" is a management liquidity metric comprised of cash and cash equivalents, fixed deposits with original maturities greater than three months, investments in equity securities, and trade receivables, net. See the Condensed Consolidated Balance Sheets and Note 2 (Summary of Significant Accounting Policies) for definitions of cash equivalents and fixed deposits. See also Note 15 for subsequent-events updates (Fidelion term sheet; Chemrex CDMO authorization) that may affect capital allocation and future liquidity planning. This liquidity position, combined with minimal outstanding debt and a simplified capital structure, provides a solid foundation for operational continuity, strategic investments, and potential M&A activities. We believe our capital structure - free of preferred stock, convertible debt, or high-yield instruments - positions us favorably to pursue growth initiatives on shareholder-friendly terms.

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.

Management believes current cash and expected financing under our proposed $20 million ATM program with Maxim Group LLC under our recently filed (but not yet effective) S-3 registration statement are sufficient for at least 12 months.

Development and Focus of Core Biotech Business

In July 2025, 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.

As disclosed elsewhere herein, on November 12, 2025, the Company entered into a Share Subscription and Shareholders' Agreement (the "SSSA") by and among Fidelion, the Company, Tongshu Biotechnology (Hong Kong) Co., Limited ("Tongshu"), Mr. Su-Leng Tan Lee, Molecule Bio LLC and Rainy Morning Technology (Hong Kong) Limited.

The broader transaction framework requires the negotiation, execution and closing of definitive agreements, including an exclusive intellectual property license for Southeast Asia between the Company and Fidelion and companion agreements between Fidelion and Wuxi Tongshu Biotechnology Co., Limited relating to intellectual property ownership and patent-support services. As of the date of this report, such agreements have not been executed, and the Company is not a party to the contemplated Fidelion-Tongshu agreements. There can be no assurance that any such agreements will be entered into on favorable terms, or at all, or that the conditions precedent to completion under the SSSA will be satisfied.

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 September 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.

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.

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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) 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.

As disclosed elsewhere herein, on November 12, 2025, the Company filed a Form 8-K disclosing a Share Subscription and Shareholders' Agreement (the "SSSA") by and among Fidelion, the Company, Tongshu Biotechnology (Hong Kong) Co., Limited ("Tongshu"), Mr. Su-Leng Tan Lee, Molecule Bio LLC and Rainy Morning Technology (Hong Kong) Limited.

Pursuant to the SSSA, the Company agreed to subscribe for newly issued ordinary shares of Fidelion such that the Company will hold at least 15.0% of Fidelion's enlarged share capital at completion, in exchange for the Company issuing to Fidelion restricted shares representing 19.9% of the Company's outstanding common stock (pre-issuance). Completion of the SSSA is subject to specified conditions precedent, including execution of a Southeast Asia intellectual property license between the Company and Fidelion and customary corporate and third-party consents. The SSSA acknowledges, on a non-mechanical basis, a targeted post-closing fully diluted capitalization in which Tongshu would hold approximately 30% equity in the Company and the Company would hold approximately 15% in Tongshu.

The broader transaction framework requires the negotiation, execution and closing of definitive agreements, including an exclusive intellectual property license for Southeast Asia between the Company and Fidelion and companion agreements between Fidelion and Wuxi Tongshu Biotechnology Co., Limited relating to intellectual property ownership and patent-support services. As of the date of this report, such agreements have not been executed, and the Company is not a party to the contemplated Fidelion-Tongshu agreements. There can be no assurance that any such agreements will be entered into on favorable terms, or at all, or that the conditions precedent to completion under the SSSA will be satisfied.

Please refer to the stated Form 8-K for more information concerning the transaction.

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(d) 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.

(e) Internal Controls Enhancement

During and subsequent to the reporting period ending September 30, 2025, as a result of recent transactions occurring at its Chemrex subsidiary, the Company focused on enhancing its internal control environment and improving governance procedures within its Chemrex subsidiary. Following the internal review of these recent transactions, management has implemented additional protocols to strengthen compliance with corporate policies and regulatory requirements, particularly concerning related-party transactions and transaction authorization at the subsidiary level.

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.

(f) 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.

(g) Filing of Form S-3 Registration Statement.

As stated elsewhere herein, on November 7, 2025, the Company filed a registration statement on Form S-3 with the U.S. Securities and Exchange Commission ("SEC") to register up to $100 million of securities that may be offered from time to time. The Company concurrently entered into an Equity Distribution Agreement (the "Agreement") with Maxim Group LLC (the "Agent"), pursuant to which the Company may offer and sell, from time to time, shares of its common stock, no par value (the "Common Stock"), having an aggregate offering price of up to $20,000,000 through the Agent, acting as the Company's exclusive sales agent (the "ATM Program").

Sales, if any, will be made in transactions deemed to be "at-the-market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended, which may be made directly on The Nasdaq Capital Market or otherwise at prevailing market prices, at prices related to prevailing market prices, or at negotiated prices, as permitted by the Agreement. The Company is not obligated to sell any shares under the Agreement, and the Agent is not required to purchase any shares. No sales will be made pursuant to the Agreement unless and until the Company's shelf Registration Statement on Form S-3 is declared effective by the U.S. Securities and Exchange Commission and the Company has filed the applicable prospectus supplement.

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:

		September 30,				December 31,
		2025				2024
Period ended September 30, 2025 /Year-ended December 31, 2024 US$1: MYR exchange rate			4.2080				4.4755

		January 1,				January 1,
		2025 to				2024 to
		September 30,				September 30,
		2025				2024
9 months average US$1: MYR exchange rate			4.3249				4.6327

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

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

Consolidated

		Three months ended								Nine months ended
		September 30,								September 30,
		2025				2024				2025				2024
REVENUE (including $25,649 and $23,456 of revenue from related parties for the three months period ended September 30, 2025 and 2024 respectively, including $57,632 and $65,380 of revenue from related parties for the nine months period ended September 30, 2025 and 2024 respectively)		$	2,543,823			$	2,630,376			$	6,941,151			$	6,986,791
			-				-
COST OF REVENUE (including $7,233 and $192,171 of cost of revenue from related parties for the three months period ended September 30, 2025 and 2024, respectively, including $9,404 and $293,770 of cost of revenue from related parties for the nine months period ended ended September 30, 2025 and 2024, respectively)			(2,166,138	)			(2,303,840	)			(5,851,951	)			(6,006,504	)
							-
GROSS PROFIT			377,685				326,536				1,089,200				980,287
							-
OTHER INCOME							-
Dividend income			4,192				38,826				21,752				59,653
Interest income			20,778				35,022				74,114				113,744
Fair value gain on investments in equity securities			-				69,765				28,256				243,083
Gain on disposal of investments in equity securities			42,376				20,800				42,376				35,098
Reversal of expected credit losses			-				257,986				94,912				842,401
Others			40,414				43,128				147,231				103,500
TOTAL OTHER INCOME			107,760				465,527				408,641				1,397,479
OPERATING EXPENSES
Sales and marketing			(551,569	)			(1,245,456	)			(1,700,691	)			(1,535,821	)
Research and development			(14,876	)			(10,442	)			(39,572	)			(30,115	)
General and administrative (including $1,065 and $1,006 of rental expenses to related party for the three months period ended September 30, 2025 and 2024, respectively, including $3,156 and $1,006 of rental expenses to related party for the nine months period ended September 30, 2025 and 2024, respectively)			(445,691	)			(792,413	)			(1,354,357	)			(1,667,036	)
Fair value loss on investments in equity securities			-				(79,000	)			(119,499	)			(179,433	)
Provision for expected credit losses			(175,818	)			(2,374	)			(215,942	)			(122,843	)
TOTAL OPERATING EXPENSES			(1,187,954	)			(2,129,685	)			(3,430,061	)			(3,535,248	)
LOSS FROM OPERATIONS			(702,509	)			(1,337,622	)			(1,932,220	)			(1,157,482	)
FINANCE COSTS			(6,482	)			(6,193	)			(16,270	)			(15,334	)
LOSS BEFORE TAX			(708,991	)			(1,343,815	)			(1,948,490	)			(1,172,816	)
Tax expense			-				(1,555	)			-				(77,207	)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS		$	(708,991	)		$	(1,345,370	)		$	(1,948,490	)		$	(1,250,023	)
Other comprehensive income
Foreign currency translation gain			3,216				1,046,789				442,453				839,344
COMPREHENSIVE LOSS		$	(705,775	)		$	(298,581	)		$	(1,506,037	)		$	(410,679	)
Earnings per share - Basic and diluted			(0.395	)			(0.749	)			(1.085	)			(0.704	)
Weighted average number of common stocks outstanding, Basic and Diluted #			1,796,597				1,796,766				1,796,597				1,776,766

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

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Three Months Ended September 30, 2025 compared with the Three Months Ended September 30, 2024.

		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 for period ended September 30, 2025								Three months for period ended September 30, 2024
REVENUE		$	4,768			$	2,539,055			$	2,563			$	2,627,813
COST OF REVENUE			(864	)			(2,165,274	)			(2,118	)			(2,301,722	)
GROSS PROFIT			3,904				373,781				445				326,091
OTHER INCOME
Dividend income			-				4,192				-				38,826
Interest income			18,552				2,226				19,224				15,798
Fair value gain on investments in equity securities			-				-				-				69,766
Gain on disposal of investments in equity securities			-				42,376				-				20,800
Reversal of expected credit losses			-				-				-				257,986
Others			3,549				36,865				3,548				39,579
TOTAL OTHER INCOME			22,101				85,659				22,772				442,755
OPERATING EXPENSES
Sales and marketing			(30,211	)			(508,683	)			(24,625	)			(1,195,502	)
Research and development			(14,876	)			-				(10,442	)			-
General and administrative			(55,835	)			(205,740	)			(255,477	)			(175,667	)
Fair value loss on investments in equity securities			-				-				-				(79,000	)
Provision for expected credit losses			-				(175,818	)			-				(2,374	)
TOTAL OPERATING EXPENSES			(100,922	)			(890,241	)			(290,544	)			(1,452,543	)
LOSS FROM OPERATIONS			(74,917	)			(430,801	)			(267,327	)			(683,697	)
FINANCE COSTS			(3,115	)			(3,165	)			(3,764	)			(2,415	)
LOSS BEFORE TAX			(78,032	)			(433,966	)			(271,091	)			(686,112	)
Tax expense			-				-				-				(1,555	)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS		$	(78,032	)		$	(433,966	)		$	(271,091	)		$	(687,667	)

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Revenue. For the current quarter ended September 30, 2025, we had total revenue of $2,543,823 as compared to total revenue of $2,630,376 for the same quarter in the previous year. This represents a decrease of 3.3% for the reasons discussed below.

MRNA Scientific contributed $4,768 (0.2%) of the total revenue for the current quarter ended September 30, 2025, as compared to revenue of $2,563 (0.1%) of the total revenue from the same quarter in the previous year, representing an increase of 86%. The increase in revenue was mainly attributable to more client referrals from diagnostic centers.

Chemrex contributed $2,539,055 (99.8%) of the total revenue for the current quarter ended September 30, 2025 as compared to revenue of $2,627,813 (99.9%) of the total revenue for the same quarter in the previous year. The 3.4% decrease in revenue was mainly attributable to a lower sales volume during the current quarter.

Cost of Revenue. For the current quarter ended September 30, 2025, we incurred $2,166,138 in cost of revenues, as compared to $2,303,840 for the same quarter in the previous year. The decrease of 6% was for the reasons discussed below.

MRNA Scientific had incurred $864 (0%) of the total cost of revenues during the current quarter ended September 30, 2025. This represents a decrease of 59.2% as compared to $2,118 (0.1%) for the same quarter in the previous year. The decrease in cost of revenues for the current quarter is primarily due to reclassification of certain costs previously charged under cost of revenue to the R&D department. Specifically, costs associated with the BGS test were shared and reclassified.

Chemrex incurred $2,165,274, representing 100% of the total cost of revenue for the current quarter ended September 30, 2025. This represents a 5.9% decrease compared to $2,301,722 (99.9%) for the same quarter in the previous year. The decrease in cost of revenue was primarily due to the weaker USD during the current quarter.

Gross Profit. For the current quarter ended September 30, 2025, we had total gross profit of $377,685 as compared to $326,536 in the previous year's same quarter. This represents an increase of 15.7% for the reasons discussed below.

MRNA Scientific contributed $3,904 (1%) of the total gross profit of $377,685 for the current quarter ended September 30, 2025 as compared to gross profit of $445 (0.1%) of the total gross profit for the same quarter in the previous year, representing a 777.3% increase. The increase in gross profit during the current quarter was primarily due to higher revenue, along with laboratory costs being reallocated to the R&D department for BGS tests.

Chemrex contributed $373,781 (99%) of the total gross profit for the current quarter ended September 30, 2025 as compared to $326,091 (99.9%) of the total gross profit for the same quarter in the previous year. This represents an increase in gross profit of 14.6% mainly due to sales with a product mix with higher margin of sale

Other Income. For the current quarter ended September 30, 2025, other income was $107,760, compared to $465,527 for the same quarter in the previous year. This represents a decrease of 76.9% for the reasons discussed below.

MRNA Scientific contributed $22,101 (20.5%) of total other income for the current quarter ended September 30, 2025 as compared to $22,772 (4.9%) of the other income for the same quarter in the previous year. This represents a decline of 2.9% mainly due to the drop in USD interest rates, which led to lower interest income from fixed deposits.

Chemrex contributed $85,659 (79.5%) of total other income for the current quarter ended September 30, 2025 as compared to $442,755 (95.1%) of the total other income for the same quarter in the previous year. This represents a decrease of 80.65%. The decrease for the current quarter was primarily due to lower bank interest earnings and dividends received from investment, a decrease in fair value gains on investments in equity securities, the absence of fair value gain on investments in equity securities and the reversal of expected credit losses.

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Operating Expenses. For the current quarter ended September 30, 2025, total operating expenses amounted to $1,187,954 compared to $2,129,685 for the same quarter in the previous year. This represents a decrease of 44.2% primarily attributed to the decrease in sales and marketing expenses and general and administrative, partially offset by an increase in research and development expenses and provision for expected credit losses and the absence of fair value loss on investment in equity securities, The breakdown of the expenses are as follows:

Sales and Marketing Expenses decreased significantly to $551,569 for the current quarter ended September 30, 2025, compared to $1,245,456 in the previous year's same quarter, a decrease of 55.7%. This decrease was primarily attributable to lower compensation expense at the Chemrex subsidiary. The details by entity are as follows:

Chemrex incurred $508,683 (92.2%) of the total combined sales and marketing expenses of $551,569 for the current quarter ended September 30, 2025, compared to $1,195,502 (96%) of the total combined sales and marketing expenses of $1,245,456 for the same quarter in the previous year. This represents a decrease of 57.5%, mainly attributable to the reduction in officer/directors' remuneration, including associated statutory employment contributions. To a lesser extent, the decrease was also due to the completion of a one-year contract for services that terminated in the third quarter of this year.

MRNA Scientific incurred $30,211 (5.5%) of the total combined sales and marketing expenses of $551,569 for the current quarter ended September 30, 2025, compared to $24,625 (2%) of the total combined sales and marketing expenses of $1,245,456 for the same quarter in the previous year. This represents an increase of 22.7% mainly due to the increase in the directors' remuneration as a result of additional scope of work being undertaken by such directors related to the recently announced business developments.

BGLC, the parent company, incurred $12,675 (2.3%) of the total combined sales and marketing expenses of $551,569 for the current quarter ended September 30, 2025, compared to $25,329 (2%) of the total combined sales and marketing expenses of $1,245,456 for the same quarter in the previous year. This represents a decrease of 50% in sales and marketing expenses for the current quarter ended September 30, 2025. The decrease was primarily due to lower overseas travelling expenses and investor relations costs during the current quarter.

Research and Development Expenses: For the current quarter ended September 30, 2025, MRNA Scientific incurred $14,876 (100%), compared to $10,442 (100%) for the same quarter in the previous year. This represents an increase of 42.5%, primarily due to the cost of reagents for BGS tests under R&D activities.

General and Administrative Expenses: For current quarter ended September 30, 2025, the total general and administrative expenses amounted to $445,691, compared to $792,413 for the same quarter in the previous year, a decrease of $346,722 or 43.76%. The details by entity are as follows:

MRNA Scientific incurred $55,835 (12.5%) of the total combined general and administrative of $445,691 for the current quarter ended September 30, 2025, compared to $255,477 (32.2%) of the total combined general and administrative expenses of $792,413 for the same quarter in the previous year representing a decrease of 78.1%. The significant decrease was primarily attributable to the reduction in unrealized foreign exchange losses during the current quarter. In the corresponding quarter of the previous year, unrealized foreign exchange losses amounted to $207,405.

Chemrex incurred $205,740 (46.2%) of the total combined general and administrative expenses of $445,691, compared to $175,667 (22.2%) of the total combined general and administrative expenses of $792,413 for the same quarter in the previous year, an increase of 17.12%. The increase was primarily due to losses of realized and unrealized foreign exchange during the period and transport charges.

BGLC, the parent company, incurred $184,116 (41.3%) of total general and administrative of $445,691 for the current quarter ended September 30, 2025, compared to $361,269 (45.6%) of the total combined general and administrative expenses of $792,413 for the same quarter in the previous year. This represents a decrease of 49% was primarily due to the absence of share-based compensation expenses during the current quarter, which for the previous year was incurred due to consulting agreements entered into in 2024.

Fair value loss on investments in equity securities: For the current quarter ended September 30, 2025, Chemrex did not recognize any fair value loss on investments in equity securities, compared to a fair value loss of $76,000 (100% of the total) for the same quarter in the previous year. This represents a 100% reduction due to the full disposal of equity investments during the current quarter.

Loss from Operations. We had a loss from operations of $702,509 for the current quarter ended September 30, 2025, as compared to a loss of $1,337,622 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 September 30, 2025, there is no provision of income tax expense for Chemrex as compared to tax expenses of $1,555 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 September 30, 2025, we experienced a foreign currency gain of $3,216 as compared with a foreign currency gain of $1,046,789 for the same quarter in the previous year.

Provision for expected credit losses. For the current three month period ended September 30, 2025, Chemrex has made an additional provision of $175,818 (100% of the total), compared to $2,374 (100% of the total) for the same period in the previous year. This represents a 7,306% increase. The significant increase was primarily due to a higher provision recognized for trade receivables, reflecting increased credit risk exposure and updated assessments of customer payment behavior during the current quarter.

40

Nine Months Ended September 30, 2025 compared with the Nine Months Ended September 30, 2024.

		MRNA Scientific and Chemrex Corporation
		Provision for genomic screening services				Trading of industrial chemicals				Provision for genomic screening services				Trading of industrial chemicals
		Nine months period ended September 30, 2025								Nine months period ended September 30, 2024
REVENUE		$	11,302			$	6,929,849			$	11,224			$	6,975,567
COST OF REVENUE			(4,995	)			(5,846,956	)			(6,723	)			(5,999,781	)
GROSS PROFIT			6,307				1,082,893				4,501				975,786
OTHER INCOME
Dividend income			-				21,752				-				59,653
Interest income			63,646				10,468				80,161				33,583
Fair value gain on investments in equity securities			-				28,256				-				243,083
Gain on disposal of investments in equity securities			-				42,376				-				35,098
Reversal of expected credit losses			-				94,912				-				842,401
Others			10,919				136,312				18,669				84,831
TOTAL OTHER INCOME			74,565				334,076				98,830				1,298,649
OPERATING EXPENSES
Sales and marketing			(86,275	)			(1,577,214	)			(78,741	)			(1,419,201	)
Research and development			(39,572	)			-				(30,115	)			-
General and administrative			(261,005	)			(492,464	)			(366,906	)			(427,829	)
Fair value loss on investments in equity securities			-				(119,499	)			-				(179,433	)
Provision for expected credit losses			-				(215,942	)			-				(122,843	)
TOTAL OPERATING EXPENSES			(386,852	)			(2,405,119	)			(475,762	)			(2,149,306	)
(LOSS)/PROFIT FROM OPERATIONS			(305,980	)			(988,150	)			(372,431	)			125,129
FINANCE COSTS			(9,752	)			(6,266	)			(8,360	)			(6,848	)
(LOSS)/PROFIT BEFORE TAX		$	(315,732	)		$	(994,416	)			(380,791	)			118,281
Tax expense			-				-				-				(77,207	)
NET (LOSS)/PROFIT ATTRIBUTABLE TO COMMON SHAREHOLDERS		$	(315,732	)		$	(994,416	)		$	(380,791	)		$	41,074

41

Revenue. For the current nine month period ended September 30, 2025, we had total revenue of $6,941,151, compared to total revenue of $6,986,791 for the sameperiod in the previous year. This represents a decrease of 0.7% for the reasons discussed below.

MRNA Scientific contributed $11,302 (0.2%) of the total revenue for the current nine month period ended September 30, 2025, as compared to revenue of $11,224 (0.2%) of the total revenue from the same period in the previous year, representing an increase of 0.7%. The slight increase in revenue was primarily attributed to client referrals from diagnostic centers.

Chemrex contributed $6,929,849 (99.8%) of the total revenue for the current nine month period ended September 30, 2025 as compared to $6,975,567 (99.8%) of the total revenue for the same period in the previous year. The decrease in revenue of 0.66%, was mainly attributable to a lower sales volume during the current period due to seasonal variations.

Cost of Revenue. For the current nine month period ended September 30, 2025, we incurred $5,851,951 in cost of revenues, as compared to $6,006,504 for the sameperiod in the previous year. The decrease in cost of revenue of 2.57% was due to the reasons discussed below.

MRNA Scientific had incurred $4,995 (0.1%) of the total cost of revenues during the current nine month period ended September 30, 2025, representing a decrease of 25.7% compared to $6,723 (0.1%) for the same period in the previous year. The decrease was primarily due to the reclassification of reagent costs related to the BGS test from cost of revenues to the R&D department.

Chemrex had incurred $5,846,956 (99.9%) of the total cost of revenue during the current nine month period ended September 30, 2025. This represents a marginal reduction of 2.55% compared to $5,999,781 (99.9%) for the same period in the previous year. The decrease was primarily due to the lower sales and weaker USD during the current period.

Gross Profit. For the current nine month period ended September 30, 2025, we had total gross profit of $1,089,200 as compared to gross profit of $980,287 for the same period in the previous year. This represents a increase of 11.11% for the reasons discussed below.

MRNA Scientific had a gross profit of $6,307 (0.6%) of the total gross profit for the current nine month period ended September 30, 2025, as compared to $4,501 (0.5%) of the total gross profit for the same period in the previous year, representing a increase of 40.1% due to the reallocation of reagent costs to the R&D department for BGS tests.

Chemrex contributed $1,082,893 (99.4%) of the total gross profit for the current nine month period ended September 30, 2025, as compared to $975,786 (99.5%) of the total gross profit for the same period in the previous year. The gross profit increased by 10.98% for the current period due to decrease in cost of revenue as the product mix included products that generated a higher margin of sales as compared to the previous period.

Other Income. For the current nine month period ended September 30, 2025, we had $408,641 other income as compared to $1.397,479 for the same period in the previous year. This represents a decrease of 70.76% for the reasons discussed below.

MRNA Scientific had $74,565 (18.2%) for the current nine month period ended September 30, 2025, as compared to $98,830 (7.1%) for the same period in the previous year, representing a decrease of 24.6%. The decrease was primarily due to a decline in USD fixed deposit interest rates and a reduction in fixed deposit placements. In addition, no foreign exchange gains were recognized from foreign currency accounts held in Malaysia during the current period, unlike in the same period in the previous year.

Chemrex contributed $334,076 (81.8%) of other income for the current nine month period ended September 30, 2025, as compared to $1,298,649 (92.9%) for the same period in the previous year. This represents a decrease of 74.28% primarily due to lower income derived from bank interest earnings and dividends received, fair value gains on investments in equity securities and gains recognized on disposal of equity securities. The Company also has a lower amount of expected credit losses reversal for the current period.

42

Operating Expenses. For the current nine month period ended September 30, 2025, total operating expenses amounted to $3,430,061 representing a decrease of 2.98% compared to $3,535,248 for the same period in the previous year. The decrease was primarily attributed to the decrease in general and administrative expenses and fair value loss on investment in equity securities, partially offset by an increase in sales and marketing expenses, research and development expenses and the provision for expected credit losses, The breakdown is as follows:

Sales and Marketing Expenses increased to $1,700,691 for the current nine month period ended September 30, 2025, compared to $1,535,821 in same period in the previous year. This represents an increase of 10.73% primarily attributable to higher compensation expense at the Chemrex subsidiary (92.7%). The details by entity are as follows:

Chemrex incurred $1,577,214 (92.7%) of total combined sales and marketing expenses of $1,700,691 for the current nine month period ended September 30, 2025, compared to $1,419,201 (92.4%) of the total combined sales and marketing expenses of $1,535,821 for the same period in the previous year. This represents an increase of 11.13%, primarily due to higher officer/directors' remuneration, which includes associated statutory employment contributions.

MRNA Scientific incurred $86,275 (5.1%) of the total combined sales and marketing expenses of $1,700,691 for the current nine month period ended September 30, 2025, compared to $78,741 (5.1%) of the total combined sales and marketing expenses of $1,535,821 for the same period in the previous year. This represents an increase of 9.6% due to the increase in directors' remuneration as a result of additional scope of work undertaken by such directors.

BGLC, the parent company, incurred $37,202 (2.2%) of the total combined sales and marketing expenses of $1,700,691 for the current nine month period ended September 30, 2025, compared to $37,879 (2.5%) of the total combined sales and marketing expenses of $1,535,821 for the same period in the previous year. This represents a decrease of 2%. The slight decrease was primarily due to the absence of investor relations costs during the current period.

Research and Development Expenses: For the current nine month period ended September 30, 2025, MRNA Scientific incurred $39,572 (100% of the total), compared to $30,115 (100% of the total) for the same period in the previous year. This reflects an increase of 31.4% primarily due to the cost of reagents for BGS tests under R&D activities.

General and Administrative Expenses: For the current nine month period ended September 30, 2025, the total general and administrative expenses amounted to $1,354,357, compared to $1,667,036 for the same period in the previous year. This represents a decrease of 18.76%. The details by entity are as follows:

MRNA Scientific incurred $261,005 (19.3%) of the total combined general and administrative of $1,354,357 for the current nine month period ended September 30, 2025, compared to $366,906 (22%) of the total combined general and administrative expenses of $1,667,036 for the same period in the previous year representing a decrease of 28.9%. The decrease was mainly attributable to lower unrealized foreign exchange losses during the current period.

Chemrex incurred $492,464 (36.4%) of the total combined general and administrative expenses of $1,354,357, for the current nine month period ended September 30, 2025, compared to $427,829 (26%) of the total combined general and administrative expenses of $1,667,036 for the same period in the previous year The increase of 15.11%, 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 $600,888 (44.3%) of total general and administrative of $1,354,357 for the current nine month period ended September 30, 2025, compared to $872,301 (52%) of the total combined general and administrative expenses of $1,667,036 the same period in the previous year. This represents a decrease of 31.11% mainly due to lower legal fees and share base compensation.

Fair value loss on investments in equity securities: For the current nine month period ended September 30, 2025, Chemrex incurred a loss on investment in equity securities of $119,499 (100% of the total), compared to $179,433 (100% of the total) for the same period in the previous year, reflecting a decrease of 33.4%. The reduction was primarily attributable to the Company fully divesting its equity investments, resulting in no equity holdings during the current period.

Provision for Expected Credit Losses: For the current nine month period ended September 30, 2025, Chemrex has made an addition provision of $215,942 (100% of the total), compared to $122,843 (100% of the total) for the same period in the previous year, represents an increase of 75.80%.

The significant increase was primarily due to a higher provision recognized for trade receivables, reflecting increased credit risk exposure and updated assessments of customer payment behavior during the current quarter.

Loss from Operations. We had a loss from operations of $1,932,220 for the current nine month period ended September 30, 2025 as compared to loss of$1,157,482 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 nine month period ended September 30, 2025, we had no tax provisionas compared to the same period in the previous year in which Chemrex has made a tax provision of $77,207.

Foreign currency translation gain. We are exposed to fluctuations in foreign exchange rates on the revaluation of monetary assets and liabilitiesdenominated in currencies other than the US Dollar. Therefore, any change in the relevant exchange rate would require us to recognize a transaction gain or loss on revaluation. For the current nine-month period ended September 30, 2025, we experienced a foreign currency gain of $442,453 as compared of $839,344 for the same period in the previous year.

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LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2025, we had working capital of $4,948,779 compared with working capital of $5,479,146 as of December 31, 2024. The decrease in working capital was due principally to operational losses, undertaking strategic investments, and expansion of operations in line with the Company's overall strategic plans.

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 nine months ended September 30, 2025, and 2024

		Nine months ended
		September 30,
		2025				2024
Net cash used in operating activities		$	(2,799,444	)		$	(2,312,463	)
Net cash generated from / (used in) investing activities			950,468				(136,200	)
Net cash generated from financing activities			32,297				146,362
Foreign currency translation adjustment			286,805				449,940
Net Change in Cash and Cash Equivalents		$	(1,529,874	)		$	(1,852,361	)

Operating Activities

During the nine months ended September 30, 2025, the Company incurred a net loss of $(1,948,490) 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, gain on disposal on share investment, 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 $(2,799,444) being used in operating activities during the nine months ended September 30, 2025.

By comparison, during the same period last year, the Company incurred a net loss of $(1,250,023) 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 trade and other receivables and operating lease liabilities, an increase in inventories, advance payment from customer and a substantial reduction in trade and other payables, resulted in net cash of $(2,312,463) being used in operating activities during the nine months ended September 30, 2024.

Investing Activities

During the nine months ended September 30, 2025, the Company recorded net cash generated from investing activities of $950,468, primarily due to proceeds from disposal of investments in equity securities of $1,020,873 and dividend income of $21,752, partially offset by the purchase of plant and equipment totaling $(35,994), acquisition of investments in equity securities of $(9,064) and a change in fixed deposits placed for more than three months of $(47,099).

By comparison, during the same period last year, the Company had net cash of $(136,200) used in investment activities from proceeds from disposal of share investments of $494,741, refund from settlement of supplier contract dispute at $78,787 and dividend income of $59,653, partially offset by acquisition of share investment of $(486,170), a change in fixed deposits placed for more than three months of $(60,244) and purchase of plant and equipment of $(222,967).

Financing Activities

During the nine months ended September 30, 2025, the Company had net cash of $32,297 generated from financing activities. This was primarily due to advances from directors of $32,802 and payment of $(505) related to the rounding down of 169.30 fractional shares resulting from a 1 to 10 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 $146,362 generated from financing activities for advances from directors of $5,362 and share-base compensation of $141,000