Quarterly Report for Quarter Ending June 30, 2026 (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). This 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, which was pioneered by BGLC's founder, Prof. Choong-Chin Liew.

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. MRNA Scientific's laboratory is located at Lab 353, Chemical Science Centre, University Science Malaysia, George Town, Penang, Malaysia. MRNA Scientific's laboratory at Lifecare Diagnostic Centre is temporarily unavailable pending relocation and preparation for the contemplated VitaGuard testing regime and continued cooperation with Fidelion. 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, 2026 and 2025, 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 quarter ended June 30, 2026, BioNexus Gene Lab Corp. ("BGLC", the "Company", "we", "us" or "our") continued to refine its strategic focus across healthcare diagnostics through MRNA Scientific Sdn. Bhd., specialty chemicals through Chemrex Corporation Sdn. Bhd., and its investment and strategic-development activities. Management's priorities included modernizing and rebuilding the blood-based genomic screening (BGS) platform through GeneMatrix Systems, advancing VitaGuard commercialization planning with Fidelion, stabilizing Chemrex's core trading operations and collections, and evaluating strategic opportunities under disciplined capital-allocation criteria.

These activities remain subject to the technical, regulatory, financing, contractual and operational requirements, uncertainties and risks described in this report.

Liquidity Position and Capital Structure

As of June 30, 2026, the Company had cash and cash equivalents of $2,391,945 (consisting of bank balances of $1,232,658, and fixed deposit with original maturities of three months or less of $1,159,287) and total liquidity of $3.5 million. "Total liquidity" is a management liquidity metric comprised of cash and cash equivalents, fixed deposits with original maturities greater than three months, and trade receivables, net. See the Condensed Consolidated Balance Sheets and Note 2 (Summary of Significant Accounting Policies) for definitions of cash equivalents and fixed deposits. See also Note 17 for significant- events updates (the completed Fidelion transaction and the Board's authorization for management to explore Chemrex strategic-development opportunities) that may affect capital allocation and future liquidity planning. Management considers these resources and obligations when assessing operating requirements, strategic investments and potential transactions. The Company had no preferred stock, convertible debt or high-yield instruments outstanding as of June 30, 2026. The timing and amount of any capital deployment will depend on the Company's commitments, liquidity requirements, due diligence and applicable approvals.

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The Company continues to evaluate capital-raising alternatives, which may include at-the-market offerings, private placements or strategic financing arrangements, subject to market conditions, corporate authorization, Nasdaq and SEC requirements and the Company's capital needs.

Management believes current cash and expected financing under our up to $20 million ATM Program with Maxim Group LLC are sufficient to finance operations for at least the next 12 months.

Focus and Development 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.

On November 28, 2025, the Company completed the Share Subscription and Shareholders' Agreement with Fidelion and the other parties thereto. The Company also entered into an Intellectual Property License Agreement with Fidelion under which the Company obtained exclusive, perpetual commercialization rights for the VitaGuard™ MRD platform in ASEAN. VitaGuard is being developed as a liquid-biopsy platform for MRD monitoring.

In January 2026, the Company announced the formal commencement of the deployment phase for VitaGuard. During the quarter ended June 30, 2026, the Company's activities remained focused on commercialization planning and implementation, including coordination with Fidelion, Tongshu Biotechnology (Hong Kong) Co., Limited ("Tongshu") and Fidelion's Chief Commercial Officer, as well as development of regulatory, laboratory and partner arrangements for a proposed rollout in ASEAN. The principal transaction agreements, including the IP and Technology Assignment Agreement between Tongshu and Fidelion (the "IPTA") and the Company's License Agreement with Fidelion, have been executed. The Company believes that it and Fidelion are entitled to rely upon the executed agreements in accordance with their terms. Because the transaction documentation and associated intellectual-property and technology packages are extensive and contain numerous representations, warranties, schedules, technical materials and delivery obligations, the parties are continuing customary post-closing review, verification, perfection, recordation, technical-delivery and implementation work. VitaGuard had not begun generating revenue for the Company as of June 30, 2026. The timing and completion of the remaining work are subject to uncertainties.

During and subsequent to the quarter, MRNA Scientific continued to modernize and rebuild the BGS platform through GeneMatrix Systems. The Company has built an enterprise version of GeneMatrix Systems and has completed internal workflow testing. MRNA Scientific is also developing a new report-presentation system intended to provide secure web and mobile access to screening reports, together with AI-assisted explanatory and companion features. The Company is targeting an initial release during the third quarter of 2026, subject to completion of security, privacy, validation, regulatory and management review.

Subsequent to the quarter, MRNA Scientific continued its cooperation with Fidelion. Following the working visit to Tongshu Gene facilities in Shanghai and Changzhou described in the Company's July 2026 press release, Dr. Muthu Meyyappan, Fidelion's Chief Commercial Officer, spent approximately three weeks in Malaysia working with MRNA Scientific and other project participants on commercialization planning, laboratory preparation, partner coordination and implementation planning for VitaGuard.

Chemrex Corporation Sdn. Bhd. continues to derive substantially all of its revenue from industrial chemical trading. The Board previously authorized management to explore potential contract development and manufacturing organization ("CDMO") opportunities and related facility, equipment and quality-system requirements. That authorization did not commit the Company to a definitive transition, and management retains discretion to proceed with, modify, partner in or discontinue the initiative based on feasibility, capital requirements, customer demand, regulatory and quality requirements and expected returns.

During the second quarter of 2026, Chemrex's core trading activity and gross margin improved sequentially, while the subsidiary continued collecting receivables outstanding at December 31, 2025. Chemrex nevertheless remained loss-making for the six-month period, and collections and recovered credit losses should not be viewed as recurring trading revenue. Management remains focused on rebuilding customer activity, maintaining collection discipline, strengthening credit controls and completing inventory verification.

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, 2026 as the management is still reviewing multiple proposals and cash allocation strategies.

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Strategic Positioning for Growth and Innovation

The Company continues to evaluate strategic partnerships and transactions, including potential mergers, acquisitions and joint ventures. Management's evaluation considers strategic fit, execution risk, capital requirements, potential contribution to revenue and cash flow, and expected effects on shareholders. Any transaction remains subject to available capital, due diligence, contractual and corporate approvals, applicable law and the risks described in this report.

During and subsequent to the quarter, the Company also developed an updated corporate website and presentation materials for proposed release during the third quarter of 2026, subject to final management, securities-counsel and technical review.

Nasdaq Compliance Timeline & Milestones

	·	November 2023: Received an initial Nasdaq compliance notice and began related compliance measures.
	·	May 2024: Received an initial 180-day compliance extension.
	·	November 2024: Requested a Nasdaq hearing and received a temporary compliance extension.
	·	April 2025: Implemented a 1-for-10 reverse stock split.
	·	April 2025: Nasdaq notified the Company that it had regained compliance with Nasdaq Listing Rule 5550(a)(2), the minimum bid price requirement.

The Company continues to monitor compliance with applicable Nasdaq listing standards as part of its governance and capital-markets activities. Future compliance will depend on continued satisfaction of Nasdaq's quantitative and qualitative requirements.

Recent Developments.

(a) Strategic Alliance with Tongshu Biotechnology (Hong Kong) Co., Limited and Fidelion Diagnostics Pte Ltd

The July 30, 2025 nonbinding term sheet was superseded by the definitive agreements completed on November 28, 2025, as described below. As of June 30, 2026, commercial sales of VitaGuard had not commenced and the Company had not generated revenue from the platform. The current implementation status and dependencies are described under "Focus and Development of Core Biotech Business" above.

On November 28, 2025, the Company disclosed the completion of a Share Subscription and Shareholders' Agreement (the "SSSA") by and among Fidelion, the Company, Tongshu Biotechnology (Hong Kong) Co., Limited ("Tongshu"), Mr. Su-Leng Tan Lee (the Company's Chief Executive Officer), Molecule Bio LLC and Rainy Morning Technology (Hong Kong) Limited.

Pursuant to the SSSA, Fidelion allotted and issued to the Company 180 Ordinary Shares, representing approximately 15% of Fidelion's enlarged share capital. In consideration, the Company issued 392,329 shares of its restricted common stock to Fidelion (or approximately 16.6% of the Company's issued and outstanding common stock).

As a condition to completion, the Company and Fidelion also entered into an Intellectual Property License Agreement, pursuant to which the Company obtained exclusive commercial rights to the VitaGuard™ Minimal Residual Disease (MRD) platform in the ASEAN region, on a perpetual and exclusive basis. The license fee is payable over a 24-month instalment schedule.

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

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.

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.

(c) Internal Controls Enhancement

During and subsequent to the reporting period ended June 30, 2026, as a result of recent transactions occurring at its Chemrex subsidiary, the Company focused on enhancing its internal control environment and improving governance procedures within its Chemrex subsidiary. Following the internal review of these recent transactions, management has implemented additional protocols to strengthen compliance with corporate policies and regulatory requirements, particularly concerning related-party transactions and transaction authorization at the subsidiary level.

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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.

(d) 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.

(e) 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 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. The Form S-3 became effective on November 27, 2025, and 53,478 shares have been sold for proceeds of $267,311 as of the date of filing of this Form 10-Q.

(f) ARC Group International Equity Purchase Agreement

On November 28, 2025, the Company entered into an Equity Purchase Agreement (the "Purchase Agreement") with ARC Group International Ltd. ("ARC"), the parent of ARC Group Securities, a FINRA registered broker/dealer. Under the terms of the Purchase Agreement, ARC has committed to purchase, from time to time at the Company's discretion, up to $500,000,000 of the Company's common stock, no par value per share ("Common Stock"), over a 36-month period (the "Facility").

Under the Facility, the Company, in its sole discretion and subject to the terms and conditions of the Purchase Agreement, may direct ARC to purchase registered shares of Common Stock at a purchase price equal to a specified discount to the prevailing volume-weighted average price during an agreed pricing period, the discount being between 3.0% and 3.5%. ARC may not purchase shares under the Facility that would result in its beneficial ownership exceeding 9.99% of the Company's then-outstanding Common Stock and is prohibited from short selling or hedging transactions involving the Company's securities.

As consideration for ARC's commitment under the Facility, the Company issued to ARC 175,000 shares of Common Stock on November 26, 2025.

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,
		2026				2025
Period ended June 30, 2026 /Year-ended December 31, 2025 US$1: MYR exchange rate			4.078				4.061
		January 1,				January 1,
		2026 to				2025 to
		June 30,				June 30,
		2026				2025
Six-month average US$1: MYR exchange rate			3.984				4.450

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Results of Operations for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 (unaudited).

The following table sets forth key selected financial data for the three months and six months ended June 30, 2026 and 2025.

Consolidated		Three-month periods ended								Six-month periods ended
	June 30,									June 30,
		2026				2025				2026				2025
REVENUE (Including $nil and $16,109 of revenue from related parties for the three-month period ended June 30, 2026 and 2025, respectively, and $nil and $32,179 of revenue from related parties for the six-month period ended June 30, 2026 and 2025, respectively)		$	76,156			$	2,260,253			$	98,998			$	4,397,328
COST OF REVENUE (Including $nil and $2,307 of cost of revenue from related parties for the three-month period ended June 30, 2026 and 2025, respectively, and $nil and $2,307 of cost of revenue from related parties for the six-month period ended June 30, 2026 and 2025, respectively)			(63,174	)			(1,892,231	)			(86,806	)			(3,685,813	)
GROSS PROFIT			12,982				368,022				12,192				711,515
OTHER INCOME
Dividend income			-				8,626				-				17,560
Interest income			21,183				29,768				38,362				53,336
Fair value gain on investments in equity securities			-				23,742				-				28,256
Reversal of expected credit losses			91,383				69,759				118,126				94,912
Gain from foreign exchange			46				-				5,663				-
Others			8,393				77,566				16,540				106,817
TOTAL OTHER INCOME			121,005				209,461				178,691				300,881
OPERATING EXPENSES			-				-
Sales and marketing			(36,022	)			(608,427	)			(88,755	)			(1,149,122	)
Research and development			(13,671	)			(12,557	)			(28,158	)			(24,696	)
General and administrative (Including $nil and $1,012 of rental expenses to related party for the three-month period ended June 30, 2026 and 2025, respectively, and $nil and $2,056 of rental expenses to related party for the six-month period ended June 30, 2026 and 2025, respectively)			(298,526	)			(516,790	)			(626,195	)			(908,666	)
Fair value loss on investments in equity securities			-				(51,002	)			-				(119,499	)
Provision for expected credit losses			(68,164	)			-				(270,661	)			(40,124	)
TOTAL OPERATING EXPENSES			(416,383	)			(1,188,776	)			(1,013,769	)			(2,242,107	)
LOSS FROM OPERATIONS			(282,396	)			(611,293	)			(822,886	)			(1,229,711	)
FINANCE COSTS			(4,055	)			(4,879	)			(7,140	)			(9,788	)
LOSS BEFORE TAX			(286,451	)			(616,172	)			(830,026	)			(1,239,499	)
Tax expense			-				-				-				-
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS		$	(286,451	)		$	(616,172	)		$	(830,026	)		$	(1,239,499	)

# Weighted average shares outstanding and per share amount have been adjusted for the periods shown to reflect the 1-for-10 reverse stock split effected on April 7, 2025 and the 1-for-12 reverse stock split effected on July 20, 2023, on a retroactive basis as described in Note 15.

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The following table sets forth key selected financial data for the three months ended June 30, 2026 and 2025.

Segmented

Revenue

		Three-month periods ended
		June 30, 2026												June 30, 2025
		Revenue				Contribution to total revenue				Change from prior year				Revenue				Contribution to total revenue
		$				%				%				$				%
MRNA Scientific			650				0.85	%			(81.25	)%			3,466				0.15	%
Chemrex			75,506				99.15	%			(96.65	)%			2,256,787				99.85	%
Total			76,156				100.00	%			(96.63	)%			2,260,253				100.00	%

Revenues decreased by 96.63% for the current quarter ended June 30, 2026 compared to same quarter in the prior year.

MRNA Scientific's revenue decreased by 81.25%, primarily attributed to lower sales volume and client referrals from diagnostic centers.

Revenue for Chemrex decreased by 96.65% mainly due to lower business volume as a result of the actions of former management which occurred during the course of fiscal year 2025. These actions have negatively impacted Company and Chemrex's operations and profitability (See Item II Other Information - Part 1 Legal Proceedings herein). Following these actions, the Company has begun transitioning towards a new business model for Chemrex. This model includes expanding into different chemical types and exploring the Contract Development and Manufacturing Organization business. The Company intends to carry out its plans for the change in Chemrex's operating model and is hopeful that this model will yield improved results in the future.

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Cost of Revenues and Gross Margin

		Three-month periods ended
		June 30,
		2026				Contribution to total cost of revenue				Change from prior year				2025				Contribution to total cost of revenue
Cost of Revenue		$				%				%				$				%
MRNA Scientific			583				0.92	%			(78.61	)%			2,725				0.14	%
Chemrex			62,591				99.08	%			(96.69	)%			1,889,506				99.86	%
Total			63,174				100.00	%			(96.66	)%			1,892,231				100.00	%
Gross Margin
MRNA Scientific			10.31	%											21.38	%
Chemrex			17.10	%											16.27	%
Total			17.05	%											16.28	%

Cost of revenue decreased by 96.66% for the current quarter ended June 30, 2026 compared to same quarter in the prior year primarily due to significantly lower revenues at Chemrex, as described above.

The gross margin percentage for MRNA Scientific is lower during the quarter ended June 30, 2026 compared to same quarter in the previous year mainly due to a different mix of services with lower gross margins.

The gross margin percentage for Chemrex is 17.10% during the quarter ended June 30, 2026 compared to same quarter in the previous year of 16.27% mainly due to different mix of products with higher gross margins.

Other Income

						Three-month periods ended
						June 30,
Other Income		2026				Contribution to total other income				Change from prior year same quarter				2025				Contribution to total other income
		$				%				%				$				%
MRNA Scientific			13,548				11.20	%			(52.58	)%			28,569				13.64	%
Chemrex			107,411				88.77	%			(40.62	)%			180,892				86.36	%
BGLC			46				0.04	%			100.00	%			-				0.00	%
Total			121,005				100.00	%			(42.23	)%			209,461				100.00	%

Other income decreased by 42.23% for the current quarter ended June 30, 2026 compared to the same quarter in the prior year.

MRNA Scientific recorded lower other income during the quarter ended June 30, 2026 compared to same quarter in the previous year. Fixed Deposit interest received was lower mainly due to reduction in fixed deposit placement and lower interest rate.

Chemrex recorded lower other income during the quarter ended June 30, 2026 compared to same quarter in the previous year. Dividends and fair value gain on investment in equity securities were reduced due to reductions in shares owned plus reduction in unrealised and realised foreign exchange, partly offset by higher reversal of expected credit losses due to effort put into our collection.

BGLC recorded other income of $46 during the current quarter primarily due to gain on realized foreign exchange.

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Sales and Marketing

		Three-month periods ended
		June 30,
Sales and Marketing		2026				Contribution to total sales and marketing				Change from prior year same quarter				2025				Contribution to total sales and marketing
		$				%				%				$				%
MRNA Scientific			31,140				86.45	%			9.56	%			28,424				4.67	%
Chemrex			279				0.77	%			(99.95	)%			559,541				91.97	%
BGLC			4,603				12.78	%			(77.50	)%			20,462				3.36	%
Total			36,022				100.00	%			(94.08	)%			608,427				100.00	%

Sales and marketing expenses decreased by 94.08% for the current quarter ended June 30, 2026 compared to same quarter in the prior year mainly due to a significant reduction of such expenses at Chemrex, described below.

Sales and marketing expenses for MRNA Scientific for the quarter ended June 30, 2026 increased by 9.56% mainly due to higher staff expenses compared to same quarter in previous year.

Sales and marketing expenses for Chemrex decreased by 99.95% primarily due to lower associated staff remuneration as a result of the change in management and reduction in variable selling expenses.

Sales and marketing expenses for the parent, BGLC decreased by 77.50% for the quarter ended June 30, 2026 compared to same quarter in prior year due to lower travelling expenses incurred during the current period.

Research and Development

		Three-month periods ended
		June 30, 2026												June 30, 2025
		Research and development				Contribution to total research and development				Change from prior year same quarter				Research and development				Contribution to total research and development
		$				%				%				$				%
MRNA Scientific			13,671				100.00	%			8.87	%			12,557				100.00	%
Total			13,671				100.00	%			8.87	%			12,557				100.00	%

Research and development costs for the quarter ended June 30, 2026 were solely related to MRNA Scientific's continued development of its blood-based genomic screening (BGS) test. Research and development costs increased slightly during the current quarter to $13,671 from $12,557 for the same quarter last year.

General and Administrative

		Three-month periods ended
		June 30,
		2026				Contribution to total general and administrative				Change from prior year same quarter				2025				Contribution to total general and administrative
		$				%				%				$				%
MRNA Scientific			64,232				21.52	%			(56.94	)%			149,164				28.86	%
Chemrex			51,237				17.16	%			(68.29	)%			161,591				31.27	%
BGLC			183,057				61.32	%			(11.15	)%			206,035				39.87	%
Total			298,526				100.00	%			(42.23	)%			516,790				100.00	%

General and administrative expenses for MRNA Scientific decreased by 56.94% during the current quarter compared to the same quarter last year due to lower office expenses and reversal of unrealized losses.

General and administrative expenses for Chemrex decreased by 68.29% during the current quarter compared to the same quarter last year primarily due to lower staff salaries and other office expenses.

General and administrative expenses for the parent, BGLC decreased by 11.15% during the current quarter compared to the same quarter last year due to lower professional fees incurred.

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Provision for Expected Credit Losses

The increase for the current quarter was primarily due to a higher provision recognized for trade receivables for Chemrex, reflecting exposure based on our assessments of customer payment behavior during the current quarter.

Loss Before Taxes

Loss before taxes has reduced by 53.51% for the current quarter ended June 30, 2026 compared to the same quarter in prior year for the reasons described above.

Income Tax Expense

For current quarter ended June 30, 2026, we did not have income tax expenses due to our losses incurred.

The following table sets forth key selected financial data for the six months ended June 30, 2026 and 2025.

Segmented

Revenue

		Six-month periods ended
		June 30, 2026												June 30, 2025
		Revenue				Contribution to total revenue				Change from prior year				Revenue				Contribution to total revenue
		$				%				%				$				%
MRNA Scientific			1,961				1.98	%			(69.99	)%			6,534				0.15	%
Chemrex			97,037				98.02	%			(97.79	)%			4,390,794				99.85	%
Total			98,998				100.00	%			(97.75	)%			4,397,328				100.00	%

Revenues decreased by 97.75% for the six months ended June 30, 2026 compared to same period in the prior year mainly attributed to Chemrex operations.

MRNA Scientific's revenue decreased by 69.99%, primarily attributed to lower sales volume and client referrals from diagnostic centers

Revenue for Chemrex, as discussed above, decreased by 97.79% mainly due to lower business volume as a result of the actions of former management which occurred during the course of fiscal year 2025. This has negatively impacted Chemrex's operations and profitability (See Item II Other Information - Part 1 Legal Proceedings herein). Following these actions, the Company has begun transitioning towards a new business model for Chemrex. This model includes expanding into different chemical types and exploring the Contract Development and Manufacturing Organization business. The Company intends to carry out its plans for the change in Chemrex's operating model and is hopeful that this model will yield improved results in the future.

Cost of Revenues and Gross Margin

						Six-month periods ended
						June 30,
		2026				Contribution to total cost of revenue				Change from prior year				2025				Contribution to total cost of revenue
Cost of Revenue		$				%				%				$				%
MRNA Scientific			1,250				1.44	%			(69.74	)%			4,131				0.11	%
Chemrex			85,556				98.56	%			(97.68	)%			3,681,682				99.89	%
Total			86,806				100.00	%			(97.64	)%			3,685,813				100.00	%
Gross Margin
MRNA Scientific			36.26	%											36.78	%
Chemrex			11.83	%											16.15	%
Total			12.32	%											16.18	%

Cost of revenue decreased by 97.64% for the six month ended June 30, 2026 compared to same period in the prior year primarily due to significantly lower revenues at Chemrex, as described above.

41

The gross margin percentage for MRNA Scientific reduced slightly during the six month ended June 30, 2026 compared to same period in the previous year mainly due to a different mix of services with lower gross margins.

The gross margin percentage for Chemrex was 11.83% during the six month ended June 30, 2026 compared to same period in the previous year of 16.15% mainly due to lower gross margin registered in the 1^st quarter. However, the Company has increased its gross margin to 17.10% in the 2nd quarter as mentioned above.

Other Income

						Six-month periods ended
						June 30,
Other Income		2026				Contribution to total other income				Change from prior year same quarter				2025				Contribution to total other income
		$				%				%				$				%
MRNA Scientific			31,607				17.69	%			(39.75	)%			52,464				17.44	%
Chemrex			147,038				82.29	%			(40.81	)%			248,417				82.56	%
BGLC			46				0.03	%			100.00	%			-				0.00	%
Total			178,691				100.00	%			(40.61	)%			300,881				100.00	%

Other income decreased by 40.61% for the current period ended June 30, 2026 compared to the same quarter in the prior year.

Other income for MRNA Scientific reduced by 39.75% during the period ended June 30, 2026 compared to same period in the previous year. Fixed deposit interest received was reduced mainly due to reductions in fixed deposit placement and lower interest rate.

Chemrex recorded lower other income during the period ended June 30, 2026 compared to same period in the previous year. Dividends and fair value gain on investment in equity securities were reduced due to reductions in shares owned plus reduction in unrealised and realised foreign exchange, partly offset by higher reversal of expected credit losses due to effort put into our collection.

BGLC recorded other income of $46 primarily due to gain on realized foreign exchange.

Sales and Marketing

						Six-month periods ended
						June 30,
Sales and Marketing		2026				Contribution to total sales and marketing				Change from prior year same quarter				2025				Contribution to total sales and marketing
		$				%				%				$				%
MRNA Scientific			66,285				74.68	%			18.23	%			56,064				4.88	%
Chemrex			1,140				1.28	%			(99.89	)%			1,068,531				92.99	%
BGLC			21,330				24.03	%			(13.03	)%			24,527				2.13	%
Total			88,755				100.00	%			(92.28	)%			1,149,122				100.00	%

Sales and Marketing costs decreased by 92.28% for the six-month periods ended June 30, 2026 compared to the same periods in the prior year mainly due to a significant reduction of such expenses at Chemrex, described below.

Sales and marketing expenses for MRNA Scientific for the six-month periods ended June 30, 2026 increased by 18.23% mainly due to higher staff expenses compared to same periods in previous year.

Sales and marketing expenses for Chemrex have reduced by 99.89% primarily due to lower associated staff remuneration as a result of the change in management and reduced variable selling expenses.

Sales and marketing expenses for BGLC have reduced for the six-month periods ended June 30, 2026 mainly due to lower travelling expenses incurred during the current period

42

Research and Development

		Six-month periods ended
		June 30, 2026												June 30, 2025
		Research and development				Contribution to total research and development				Change from prior year same quarter				Research and development				Contribution to total research and development
		$				%				%				$				%
MRNA Scientific			28,158				100.00	%			14.02	%			24,696				100.00	%
Total			28,158				100.00	%			14.02	%			24,696				100.00	%

Research and development costs for the six-month period ended June 30, 2026 were solely related to MRNA Scientific's continued development of its blood-based genomic screening (BGS) test. Research and development costs increased slightly during the current six-month period to $28,158 from $24,696 for the same period last year.

General and Administrative

						Six-month periods ended
						June 30,
		2026				Contribution to total general and administrative				Change from prior year same quarter				2025				Contribution to total general and administrative
		$				%				%				$				%
MRNA Scientific			119,682				19.11	%			(41.67	)%			205,170				22.58	%
Chemrex			107,244				17.13	%			(62.60	)%			286,724				31.55	%
BGLC			399,269				63.76	%			(4.20	)%			416,772				45.87	%
Total			626,195				100.00	%			(31.09	)%			908,666				100.00	%

General and Administrative expenses decreased by 31.09% for the six-month periods ended June 30, 2026 compared to same period in the prior year.

General and administrative expenses for MRNA Scientific have reduced by 41.67% due to lower office expenses being incurred.

General and administrative expenses for Chemrex have reduced by 62.60% primarily due to lower staff salaries and other office expenses.

General and administrative expenses for BGLC have reduced by 4.20% due to lower professional and office administrative expenses.

Provision for Expected Credit Losses

The increase was primarily due to a higher provision recognized for trade receivables for Chemrex, reflecting exposure based on our assessments of customer payment behavior during the current quarter.

Loss Before Taxes

Loss before taxes has reduced by 33.04% for the six-month periods ended June 30, 2026 compared to the same period in prior year for the reasons described above.

		Six-month periods ended
		June 30,
		2026				Change from prior year same quarter				2025
		$				%				$
MRNA Scientific			(187,166	)			(21.26	)%			(237,700	)
Chemrex			(221,443	)			(60.49	)%			(560,450	)
BGLC			(421,417	)			(4.52	)%			(441,349	)
Total			(830,026	)			(33.04	)%			(1,239,499	)

Income Tax Expense

For current quarter ended June 30, 2026, we did not have income tax expenses due to our losses incurred.

43

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2026, we had working capital of $4,130,471 compared with working capital of $4,927,781 as of December 31, 2025. The decrease in working capital was due principally to operational losses, undertaking 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-month period ended June 30, 2026 and 2025

		Six-month periods ended
		June 30,
		2026				2025
Net cash used in operating activities		$	(570,162	)		$	(1,561,979	)
Net cash generated from/(used in) investing activities			402,152				(44,178	)
Net cash generated from/(used in) financing activities			73,316				(1,890	)
Foreign currency translation adjustment			256				258,270
Net change in cash and cash equivalent		$	(94,438	)		$	(1,349,777	)

Operating Activities

During the six-month period ended June 30, 2026, the company recorded net cash used in operating activities $570,162 compared to $1,561,979 for the same period in prior year. The lower cash outflow was primarily due to the lower losses registered during the period and increase in other payables.

Investing Activities

Cash generated from investing activities was $402,152 for the six-month periods ended June 30, 2026 compared to net cash used in investing activities of $44,178 for the same periods in prior year.

The higher cashflow generated in the six-month periods ended June 30, 2026 was mainly due to proceeds from the maturity of fixed deposit partially offset by change in fixed deposit placed with original maturity of more than three months and payment of lease deposit.

In same period of the previous year, the net cash used was mainly on purchase of plant and equipment and change in fixed deposits placed with original maturity of more than three months.

Financing Activities

Cash generated from financing activities was $73,316 in the six-month period ended June 30, 2026 compared to cash used in financing activities of $1,890 in previous year same quarter.

The increase in cash generated is primarily attributable to advances from directors.