# BioNexus Gene Lab Corp: Form 10-K for the period ended Dec 31, 2024

- Company: [BioNexus Gene Lab Corp](/companies/bglc.md) (CIK 1737523)
- Form: 10-K
- Filed: 2025-04-15
- Accepted by EDGAR: Apr 15, 2025, 15:00 ET
- Period: 2024-12-31
- Accession: 0001477932-25-002725
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1737523/000147793225002725/bglc_10k.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1737523/000147793225002725/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-12-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 12 months, 2024-01-01 to 2024-12-31 | $9.5m | us-gaap:Revenues |
| Cost of revenue | 12 months, 2024-01-01 to 2024-12-31 | $8.2m | us-gaap:CostOfRevenue |
| Gross profit | 12 months, 2024-01-01 to 2024-12-31 | $1.3m | us-gaap:GrossProfit |
| Research and development | 12 months, 2024-01-01 to 2024-12-31 | $47.5k | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 12 months, 2024-01-01 to 2024-12-31 | −$1.6m | us-gaap:OperatingIncomeLoss |
| Income tax | 12 months, 2024-01-01 to 2024-12-31 | −$3.5k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 12 months, 2024-01-01 to 2024-12-31 | −$1.6m | us-gaap:NetIncomeLoss |
| Diluted EPS | 12 months, 2024-01-01 to 2024-12-31 | −$0.09 | us-gaap:EarningsPerShareDiluted |
| Diluted shares (weighted) | 12 months, 2024-01-01 to 2024-12-31 | 17,818,483 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 12 months, 2024-01-01 to 2024-12-31 | −$2.2m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 12 months, 2024-01-01 to 2024-12-31 | $227.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Current assets | at 2024-12-31 | $7.4m | us-gaap:AssetsCurrent |
| Total assets | at 2024-12-31 | $10.4m | us-gaap:Assets |
| Current liabilities | at 2024-12-31 | $2.0m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-12-31 | $2.1m | us-gaap:Liabilities |
| Shareholders' equity | at 2024-12-31 | $8.3m | us-gaap:StockholdersEquity |
| Shares outstanding | at 2024-12-31 | 17,967,663 shares | dei:EntityCommonStockSharesOutstanding |

## Business

As filed, 75,210 characters.

### BIONEXUS GENE LAB CORP.

### CONSOLIDATED BALANCE SHEETS

### AS OF DECEMBER 31, 2024 AND 2023

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

### (Audited)

| STOCKHOLDERS’ EQUITY | Note | As of December 31, 2024 | December 31, 2023 |
| --- | ---: | ---: | ---: |
| As at December 31, 2024, common stock, no par value; 300,000,000 shares authorized and 17,967,663 shares outstanding, and preferred stock, no par value; 30,000,000 shares authorized and no shares outstanding. As at December 31, 2023, common stock, no par value; 300,000,000 shares authorized and 17,667,663 shares outstanding, and preferred stock, no par value 30,000,000 shares authorized and no shares outstanding (on a post-reverse stock split basis)\*. | 12 | $17,332,315 | $17,191,315 |
| Additional paid in capital |  | (5,011,891) | (5,011,891) |
| Accumulated deficit |  | (3,442,620) | (1,844,278) |
| Accumulated other comprehensive losses |  | (555,000) | (677,294) |
| TOTAL STOCKHOLDERS’ EQUITY |  | 8,322,804 | 9,657,852 |
| **TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY** |  | $10,433,848 | $11,399,793 |

\* Issued and outstanding shares of common stock have been adjusted for the periods prior to July 20, 2023, to reflect the 12-for-1 reverse stock split effected on that date on a retroactive basis as described in Note 12.

See accompanying notes to the consolidated financial statements.

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### BIONEXUS GENE LAB CORP.

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

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

|  | Note | Year ended December 31, 2024 | 2023 |
| --- | ---: | ---: | ---: |
| REVENUE (including $112,556 and $106,919 of revenue from related parties for the year ended December 31, 2024 and 2023 respectively) | 9 | $9,510,646 | $9,770,806 |
| COST OF REVENUE (including $297,736 and $184,433 of cost of revenue from related parties for the years ended December 31, 2024 and 2023, respectively) |  | (8,221,125) | (8,441,308) |
| GROSS PROFIT |  | 1,289,521 | 1,329,498 |
| OTHER INCOME |  |  |  |
| Dividend income |  | 68,130 | 61,409 |
| Interest income |  | 147,641 | 68,675 |
| Fair value gain on investments in equity securities |  | 69,476 | 306,614 |
| Gain on disposal of investments in equity securities |  | 38,409 | 7,245 |
| Reversal of expected credit losses |  | 1,689,412 | - |
| Others |  | 59,405 | 42,093 |
| TOTAL OTHER INCOME |  | 2,072,473 | 486,036 |
| OPERATING EXPENSES |  |  |  |
| Sales and marketing |  | (2,030,684) | (596,858) |
| Research and development |  | (47,511) | (54,982) |
| General and administrative (including $1,969 and nil of rental expenses to related party for the years ended December 31, 2024 and 2023, respectively) |  | (1,973,968) | (2,442,855) |
| Provision for expected credit losses |  | (883,533) | (1,314,427) |
| TOTAL OPERATING EXPENSES |  | (4,935,696) | (4,409,122) |
| **LOSS FROM OPERATIONS** |  | **(1,573,702)** | **(2,593,588)** |
| FINANCE COSTS |  | (21,146) | (13,929) |
| **LOSS BEFORE TAX** |  | **(1,594,848)** | **(2,607,517)** |
| Tax expense: |  |  |  |
| Deferred tax |  | 12,305 | 17,359 |
| Income tax |  | (15,799) | (38,885) |
| Tax expense |  | (3,494) | (21,526) |
| **NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS** |  | **$(1,598,342)** | **$(2,629,043)** |
| Other comprehensive income/(loss): |  |  |  |
| Foreign currency translation gain/(loss) |  | 122,294 | (268,232) |
| **COMPREHENSIVE LOSS** |  | **$(1,476,048)** | **$(2,897,275)** |
| Earnings per share - Basic and diluted |  | (0.090) | (0.166) |
| Weighted average number of common stocks outstanding, Basic and Diluted |  | 17,818,483 | 15,875,455 |

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

See accompanying notes to the consolidated financial statements.

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### BIONEXUS GENE LAB CORP

### CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

|  | Common stock Number of shares | Amount | Additional paid in capital | Accumulated surplus/ (deficit) | Accumulated other comprehensive losses | Total stockholders’ equity |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| **Balance as of December 31, 2022** | **14,476,513** | **$10,929,574** | **$(5,011,891)** | **$1,156,392** | **$(409,062)** | **$6,665,013** |
| Impacts arising from application of Topic 326 | - | - | - | (371,627) | - | (371,627) |
| **Balance as of January 1, 2023 (restated)** | **14,476,513** | **$10,929,574** | **$(5,011,891)** | **$784,765** | **$(409,062)** | **$6,293,386** |
| Round up shares | 1,044,351 | 1,046 | - | - | - | 1,046 |
| Issuance of shares\* | 1,437,500 | 5,750,000 | - | - | - | 5,750,000 |
| Issuance of shares# | 709,299 | 510,695 | - | - | - | 510,695 |
| Net loss for the year | - | - | - | (2,629,043) | - | (2,629,043) |
| Foreign currency translation loss | - | - | - | - | (268,232) | (268,232) |
| **Balance as of December 31, 2023** | **17,667,663** | **$17,191,315** | **$(5,011,891)** | **$(1,844,278)** | **$(677,294)** | **$9,657,852** |

Share activity (number of shares or both number and amount of shares) has been adjusted for the periods shown to reflect the 12-for-1 reverse stock split effected on July 20, 2023, on a retroactive basis

\* 1,437,500 shares of common stock were issued to the underwriter.

\# 834,299 shares of common stock were issued to professional parties and board members

|  | Common stock Number of shares | Amount | Additional paid in capital | Accumulated deficit | Accumulated other comprehensive (losses)/gain | Total stockholders’ equity |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| **Balance as of January 1, 2024** | **17,667,663** | **$17,191,315** | **$(5,011,891)** | **$(1,844,278)** | **$(677,294)** | **$9,657,852** |
| Issuance of shares@ | 300,000 | 141,000 | - | - | - | 141,000 |
| Net loss for the year | - | - | - | (1,598,342) | - | (1,598,342) |
| Foreign currency translation gain | - | - | - | - | 122,294 | 122,294 |
| **Balance as of December 31, 2024** | **17,967,663** | **$17,332,315** | **$(5,011,891)** | **$(3,442,620)** | **$(555,000)** | **$8,322,804** |

@ 300,000 shares of common stock were issued for professional services rendered

See accompanying notes to the consolidated financial statements.

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*BIONEXUS GENE LAB CORP.*

*CONSOLIDATED STATEMENTS OF CASH FLOWS*

*FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023*

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

*(Audited)*

| Cash flows from operating activities: | Year Ended December 31, 2024 | 2023 |
| --- | ---: | ---: |
| Net loss | $(1,598,342) | $(2,629,043) |
| Adjustments to reconcile net loss to net cash used in operating activities: |  |  |
| Amortization of right-of-use asset | 48,983 | 25,170 |
| Allowances for expected credit losses | 883,533 | 942,800 |
| Recoveries for expected credit losses | (1,689,412) | - |
| Bad debts written off | 6,344 | 6,261 |
| Depreciation of property, plant and equipment | 104,160 | 83,253 |
| Dividend income | (68,130) | (61,409) |
| Fair value gain on investments in equity securities | (69,476) | (306,614) |
| Loss arising from settlement of supplier contract dispute | 29,534 | - |
| Gain on disposal of investments in equity securities | (38,409) | (7,245) |
| Loss on lease termination | 1,384 | - |
| Impairment on investments in equity securities | - | 6,194 |
| Impairment on property | 40,173 | - |
| Property, plant and equipment written off | - | 18 |
| Stock written off | - | 424 |
| Operating loss before working capital changes | (2,349,658) | (1,940,191) |
| Changes in operating assets and liabilities: |  |  |
| Inventories | (250,854) | (160,387) |
| Trade and other receivables | 147,760 | 650,810 |
| Trade and other payables | 204,342 | (381,293) |
| Advance payment from customer | 95,879 | (23,123) |
| Operating lease liabilities | (42,895) | 76,620 |
| Tax (liabilities)/recoverable | (38,834) | (44,648) |
| Net cash used in operating activities | (2,234,260) | (1,822,212) |
| Cash flows from investing activities: |  |  |
| Acquisition of investments in equity securities | (492,732) | (320,733) |
| Dividend income | 68,130 | 61,409 |
| Change in fixed deposits placed with original maturities more than three months | (78,835) | (1,411,626) |
| Purchase of plant and equipment | (226,989) | (149,398) |
| Proceeds from disposal of investments in equity securities | 1,068,777 | 26,146 |
| Proceeds from settlement of supplier contract dispute | 79,851 | - |
| Net cash generated from/(used in) investing activities | 418,202 | (1,794,202) |

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**BIONEXUS GENE LAB CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in United States Dollars (“US$”))(CONT’D) (Audited)**

| Cash flows from financing activities: |  |  |
| --- | ---: | ---: |
| Advances from directors | 3,975 | 13,199 |
| Share-based compensation | 141,000 | 511,740 |
| Shares subscriptions | - | 5,750,000 |
| Net cash generated from financing activities | 144,975 | 6,274,939 |
| Foreign currency translation adjustment | 40,339 | (259,679) |
| NET CHANGE IN CASH AND CASH EQUIVALENTS | (1,630,744) | 2,398,846 |
| CASH AND CASH EQUIVALENTS, BEGINNING OF FINANCIAL YEAR | 4,517,710 | 2,118,864 |
| **CASH AND CASH EQUIVALENTS, END OF FINANCIAL YEAR** | **$2,886,966** | **$4,517,710** |
| CASH AND CASH EQUIVALENTS INFORMATION: |  |  |
| Fixed deposits placed with financial institutions with original maturities of three months or less | $1,303,487 | $1,893,745 |
| Cash at bank | 1,583,479 | 2,623,965 |
| Cash and cash equivalents, end of financial year | 2,886,966 | 4,517,710 |
| Supplementary cash flow information: |  |  |
| Interest paid | $(9,351) | $(8,877) |
| Income tax refunded | - | 312 |
| Income tax paid | (40,380) | (66,973) |

See accompanying notes to the consolidated financial statements.

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### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

### NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

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

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

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

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

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

The corporate structure as at December 31, 2024 is depicted below:

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

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### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

### NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

☐ Basis of presentation

The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

☐ Basis of consolidation

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

☐ Going concern

The accompanying consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2024, the Company recorded a net loss of $1,598,342 and negative cash outflows from operating activities of $2,234,260 and as of December 31, 2024, the Company incurred an accumulated deficit of $3,442,620. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the ability secure external financing and fundraising. Management believes the external financing or fundraising will provide additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

☐ Use of estimates

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

☐ Cash and cash equivalents

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

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

☐ Trade receivables

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

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

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

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

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### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

☐ Inventories

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

☐ Leases

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

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

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

☐ Property, plant and equipment

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

| Categories | Principal Annual Rates |
| --- | ---: |
| Air conditioner | 20% |
| Buildings | 2% |
| Computer and software | 33% |
| Equipment | 20% |
| Furniture and fittings | 10% to 20% |
| Lab Equipment | 10% |
| Motor vehicle | 10% to 20% |
| Office equipment | 20% |
| Renovation | 10% to 20% |
| Signboard | 10% |
| Solar PV System | 20% |
| Machinery | 10% |

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

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

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

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### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

☐ Investments in equity securities

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

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

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

☐ Impairment of long-lived assets

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

☐ Revenue recognition

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

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

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

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

☐ Shipping and handling fees

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

☐ Comprehensive income

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

☐ Income taxes

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

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### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

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

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

☐ Net earnings or loss per share

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

☐ Foreign currencies translation

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

The functional currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$ as being the primary currency of the economic environment in which the Company operates. The functional currency of the subsidiaries is Malaysian Ringgit (“MYR”) as being the primary currency of the economic environment in which the subsidiaries operate.

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

Translation of amounts from RM (MYR) into US$1.00 has been made at the following exchange rates for the respective years:

|  | December 31, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Year-end US$1.00: MYR exchange rate | 4.4755 | 4.5900 |

|  | January 1, 2024 to December 31, 2024 | January 1, 2023 to December 31, 2023 |
| --- | ---: | ---: |
| Yearly average US$1.00: MYR exchange rate | 4.5710 | 4.5658 |

F-14

#### Table of Contents

### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

☐ Related parties

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

☐ Fair value of financial instruments

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

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

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

As of December 31, 2024, and December 31, 2023, the Company did not have any non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.

☐ Recent accounting pronouncements

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

Management periodically reviews new accounting standards that are issued.

F-15

#### Table of Contents

### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

### Accounting Standards Adopted in 2024

### Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures:

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The new standard provides improvements to reportable segment disclosure requirements through amendments that require disclosure of significant segment expenses and other segment items on an interim and annual basis and requires all annual disclosures about a reportable segment’s profit or loss and assets to be made on an interim basis. The standard also requires the disclosure of the chief operating decision maker’s (“CODM”) title and position and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard also clarifies that if the CODM uses more than one measure in assessing segment performance and deciding how to allocate resources, a company may report the additional segment profit or loss measure(s) and that companies with a single reportable segment must provide all disclosures required by this amendment. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The standard should be applied retrospectively to all prior periods presented in the financial statements.

During the fourth quarter of 2024, we adopted ASU 2023-07 and enhanced our segment disclosures in line with the new guidance. The adoption had no effect on our consolidated financial statements.

### Accounting Standards not yet Adopted

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

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

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

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

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

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

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

F-16

#### Table of Contents

### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

### NOTE 3 – TRADE RECEIVABLES

The Company’s trade receivables represent amounts due from customers that are unrelated parties and related parties of $47,272 and $4,520 respectively for year 2024 and 2023. Trade receivables are initially recognized at the invoiced amount and subsequently measured at amortized cost, net of an allowance for expected credit losses. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Trade receivables are written off when they are determined to be uncollectible, and all reasonable collection efforts have been exhausted.

As of December 31, 2024, the Company performed an analysis of all outstanding trade receivables in accordance with the expected credit loss model under ASC 326. The Company considered historical collection trends, aging of balances, customer credit profiles, and current and forecasted economic conditions in estimating the allowance.

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

|  | As of December 31, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Trade receivables | 1,894,448 | 2,107,182 |
| Allowances for expected credit losses | (508,542) | (1,314,427) |
| Foreign translation differences | (9,335) | 6,919 |
| Total trade receivables, net | $1,376,571 | $799,674 |

Movement for trade receivables allowance for impairment accounts:

|  | As of December 31, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| At January 1, 2024 and January 1, 2023 | 1,307,508 | - |
| Impacts arising from application of Topic 326 | - | 371,627 |
| At January 1, 2024 and January 1, 2023, (restated) | 1,307,508 | 371,627 |
| Provision for expected credit losses | 883,533 | 942,800 |
| Recoveries for expected credit losses | (1,689,412) | - |
| Foreign translation differences | 16,258 | (6,919) |
| At December 31, 2024 and 2023 | $517,877 | $1,307,508 |

F-17

#### Table of Contents

### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

### NOTE 4 – INCOME TAXES

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

Provision for income taxes consisted of the following:

United States of America

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

Malaysia

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

| Tax Recoverable | As of December 31, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Local | $- | $- |
| Foreign, representing Malaysia | (84,167) | (57,588) |
| Tax Recoverable | (84,167) | (57,588) |
| Income tax liabilities: |  |  |
| Local | $- | $- |
| Foreign, representing Malaysia | - | - |
| Income tax payables | - | - |
| Deferred tax liabilities: |  |  |
| Local | $- | $- |
| Foreign, representing Malaysia | - | 12,255 |
| Deferred tax liabilities | - | 12,255 |
| Total | (84,167) | (45,333) |

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

F-18

#### Table of Contents

### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

### NOTE 5 – OPERATING LEASE RIGHT OF USE ASSET AND LEASE LIABILITIES

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

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

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

| As of December 31, 2024 and 2023 operating lease right-of-use assets as follows: | As of December 31, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Balance as of December 31, 2023 | $141,544 | $55,730 |
| Add: Addition of right-of-use assets (1) | 145,736 | 113,279 |
| Less: amortization (2) | (48,983) | (25,038) |
| Less: lease termination (3) | (25,093) | - |
| Foreign translation differences | 2,039 | (2,427) |
| Balance as of December 31, 2024 | $215,243 | $141,544 |

As of December 31, 2024 and 2023 operating lease liabilities as follows:

|  | As of December 31, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Balance as of beginning of the year | $133,395 | $56,775 |
| Add: addition of lease liabilities (1) | 145,736 | 113,279 |
| Less: gross repayment | (56,598) | (39,798) |
| Add: imputed interest (4) | 11,795 | 5,613 |
| Less: lease termination (3) | (25,679) | - |
| Foreign translation differences | 1,908 | (2,474) |
| Balance as of end of the year | 210,557 | 133,395 |
| Less: lease liabilities current portion | (50,816) | (34,632) |
| Lease liabilities non-current portion | $159,741 | $98,763 |

F-19

#### Table of Contents

### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

As of December 31, 2024 and 2023, the maturities of the operating lease liabilities are as follows:

| Years ending December 31: | As of December 31, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| 2024 | - | 43,213 |
| 2025 | 62,939 | 36,634 |
| 2026 | 62,311 | 36,634 |
| 2027 | 55,403 | 24,568 |
| 2028 | 45,166 | 14,332 |
| 2029 | 12,848 | - |
| Total undiscounted cash flows | 238,667 | 155,381 |
| Less: Interest imputed on lease liabilities | (28,110) | (21,986) |
| Present value of lease liabilities | $210,557 | $133,395 |

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

(2) The amortization of the operating lease right-of-use asset for the year ended December 31, 2024 and 2023 were $48,983 and $25,170, respectively.

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

| Supplemental Cash Flow Disclosures: Cash paid for amounts included in the measurement of lease liabilities: | As of December 31, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Lease payment – operating leases | $(56,598) | $(39,798) |
| Operating lease liabilities obtained in exchange for operating lease assets | 145,736 | 113,279 |
| **Other information:** |  |  |
| Weighted average remaining lease term for operating lease (years) | 4.42 | 4.5 |
| Weighted average discount rate for operating lease | 6.65% | 6.53% |

(4) Lease expenses for the year ended December 31, 2024 and 2023 were $60,778 and $30,783 respectively.

F-20

#### Table of Contents

### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

### NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

|  | As of December 31, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Air conditioner | $1,124 | $1,124 |
| Computer and software | 5,880 | 3,923 |
| Equipment | 65,214 | 60,412 |
| Furniture and fittings | 98,883 | 100,118 |
| Lab equipment | 320,102 | 320,102 |
| Land and buildings | 1,506,969 | 1,506,969 |
| Motor vehicle | 161,148 | 161,148 |
| Office equipment | 37,604 | 33,914 |
| Renovation | 101,137 | 98,597 |
| Signboard | 806 | 806 |
| Solar PV System | 16,935 | - |
| Machinery | 190,341 | - |
| \*Capital Work In Progress | - | 109,509 |
|  | 2,506,143 | 2,396,622 |
| (Less): Accumulated depreciation | (756,976) | (659,115) |
| (Less): Accumulated impairment | (40,173) | - |
| Add: Foreign translation differences | (186,004) | (225,889) |
| Property, plant and equipment, net | $1,522,990 | $1,511,618 |

During the year ended December 31, 2024 and 2023, the Company recorded depreciation of $104,160 and $83,253, respectively.

\*includes an amount of $109,509 as explained in Note 14

F-21

#### Table of Contents

### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

### NOTE 7 – INVESTMENTS IN EQUITY SECURITIES

|  | As of December 31, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| As of beginning of the year | $1,699,831 | $1,150,898 |
| Addition during the year | 492,732 | 320,733 |
| Disposal during the year | (1,030,368) | (26,146) |
| Fair value gains | 69,476 | 313,859 |
| Impairment during the year | - | (6,194) |
| Foreign exchange translation | 33,495 | (53,319) |
| As of end of the year | $1,265,166 | $1,699,831 |

For the year ended December 31, 2024 and 2023, the net fair value gains on the investments in equity securities were $69,476 and $313,859 recorded in other income of the Consolidated Statements of Operations and Comprehensive Income/(Loss).

| The investments in equity securities consist of the following shares: Investment in equity securities with readily determined fair value: | As of December 31, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Malaysia | 863,810 | 1,138,863 |
| Singapore | 177,808 | 79,577 |
| Hong Kong | - | 481,391 |
|  | $1,041,618 | $1,699,831 |
| Investment in equity securities without readily determined fair value: |  |  |
| Malaysia | 223,548 | - |
|  | $1,265,166 | $1,699,831 |

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

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

F-22

#### Table of Contents

### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

### NOTE 8 – TRADE PAYABLES

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

### NOTE 9 – REVENUE

The following table shows disaggregated net revenue from contracts with customers by product or service line and geographic area for the year ended December 31, 2024 and 2023:

| Revenue by product or service line: | For the year ended December 31, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Trading of industrial chemicals | 9,494,577 | 9,746,587 |
| Screening services and related sales | 16,069 | 24,219 |
| Net revenue | $9,510,646 | $9,770,806 |
| Revenue by geographic area |  |  |
| Bangladesh | 123,267 | 538,062 |
| Indonesia | 138,300 | - |
| Malaysia | 7,455,906 | 8,222,055 |
| Maldives | 762,144 | 637,186 |
| Nigeria | - | 42,073 |
| Singapore | 572,027 | 244,404 |
| Sri Lanka | 459,002 | 87,026 |
| Net revenue | $9,510,646 | $9,770,806 |
| Timing of recognition: |  |  |
| At a point in time | $9,510,646 | $9,770,806 |

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

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

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

F-23

#### Table of Contents

### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

### NOTE 10 – RELATED PARTY TRANSACTIONS

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

| Entities in which certain directors of a subsidiary have substantial financial interests | For the year ended December 31, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Sales of goods | $112,556 | $106,919 |
| Purchases | $(297,736) | $(184,433) |
| Rental of factory | $(1,969) | $- |

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

### NOTE 11 – CONCENTRATION OF RISKS

a) Major customers

There are no major customers who accounted for 10% or more of the Company’s revenue for the financial year ended December 31, 2024 and December 2023.

b) Major suppliers

For year ended December 31, 2024 and 2023, the suppliers who accounted for 10% or more of the Company’s cost of sales and their balances at year ended are presented as follows:

|  | 2024 Purchase | 2023 | 2024 Percentage of purchases | 2023 | 2024 Accounts payable trade | 2023 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Vendor A | $1,635,124 | $1,439,569 | 19.89% | 17.05% | $512,811 | $354,170 |
| Vendor B | $1,321,889 | $1,224,113 | 16.08% | 14.50% | $168,302 | $208,186 |
| Vendor C | $1,138,814 | $1,467,381 | 13.85% | 17.38% | $160,521 | $252,435 |
|  | **$4,095,827** | **$4,131,063** | **49.82%** | **48.93%** | **$841,634** | **$814,791** |

### NOTE 12– STOCKHOLDERS’ EQUITY

As at December 31, 2024 and 2023, the Company issued and outstanding, common stock is 17,967,663 and 17,667,663 shares respectively.

#### Reverse Stock Split

On June 5, 2023, the Company filed an Article of Amendment to the Articles of Incorporation with the Wyoming Secretary of State to modify the ratio of the Reverse Stock Split from one-for-ten (10) to one-for-twelve (12) (the “Revised Reverse Stock Split”). Upon effectiveness of the Revised Reverse Stock Split, every twelve (12) outstanding shares of common stock were combined into and automatically became one share of common stock. No fractional shares was issued in connection with the Revised Reverse Stock Split and all such fractional shares or odd lots (less than 100 shares to any record or beneficial holder) issuable in the Revised Reverse Stock Split were rounded up to 100 shares. An aggregate of 1,044,351 shares were issued to applicable shareholders as a result of the round-up.

The Revised Reverse Stock Split was approved and authorized by a majority of the Company’s stockholders on May 8, 2023 and by the Board of Directors of the Company on May 8, 2023.

F-24

#### Table of Contents

### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

#### Public Offering & Nasdaq Listing

On July 20, 2023, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Network 1 Financial Securities, Inc., as underwriter (the "Underwriter") pursuant to which the Company agreed to issue and sell, in a firm commitment underwritten public offering by the Company (the "Offering") of 1,250,000 shares of common stock, no par value, priced at a public offering price of $4.00 per share.

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

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

On July 24, 2023, the Offering closed, and the Company issued and sold 1,437,500 shares of common stock, including 187,500 shares sold pursuant to the full exercise of the Over-Allotment Option. The Offering was priced at $4.00 per share for total gross proceeds of $5.75 million before deducting underwriting discounts, commissions, and offering expenses. Pursuant to the Underwriting Agreement, the Underwriter received an 8% underwriting discount on the public offering price for the shares common stock. The Company will therefore receive net proceeds, before expenses, of $5,290,000 from the sale of the common stocks. In addition, the Company issued to the Underwriter warrants to purchase up to an aggregate of 115,000 shares of the Company's common stock (the "Underwriter's Warrants") at an exercise price of $4.40 per share. The Underwriter's Warrants are exercisable from July 24, 2023 until July 24, 2028.

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

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

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

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

### NOTE 13 – SEGMENT INFORMATION

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

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

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

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

F-25

#### Table of Contents

### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

|  | Provision for genomic screening services Year ended December 31, 2023 | Trading of industrial chemicals | Investment holding | Total |
| --- | ---: | ---: | ---: | ---: |
| REVENUE | $24,219 | $9,746,587 | $- | $9,770,806 |
| COST OF REVENUE | (19,851) | (8,421,457) | - | (8,441,308) |
| GROSS PROFIT | 4,368 | 1,325,130 | - | 1,329,498 |
| OTHER INCOME | 19,629 | 466,407 | - | 486,036 |
| OPERATING EXPENSES |  |  |  |  |
| Sales and marketing | (18,884) | (569,896) | (8,078) | (596,858) |
| Research and development | (54,982) | - | - | (54,982) |
| General and administrative | (171,881) | (134,678) | (2,136,296) | (2,442,855) |
| Provision for expected credit losses | - | (1,314,427) | - | (1,314,427) |
| TOTAL OPERATING EXPENSES | (245,747) | (2,019,001) | (2,144,374) | (4,409,122) |
| **LOSS FROM OPERATIONS** | **(221,750)** | **(227,464)** | **(2,144,374)** | **(2,593,588)** |
| FINANCE COSTS | (5,052) | (8,877) | - | (13,929) |
| **LOSS BEFORE TAX** | **(226,802)** | **(236,341)** | **(2,144,374)** | **(2,607,517)** |
| Deferred tax | 12,269 | 5,090 | - | 17,359 |
| Income tax | (2,613) | (36,272) | - | (38,885) |
| Total tax (expense)/credit | 9,656 | (31,182) | - | (21,526) |
| **NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS** | **$(217,146)** | **$(267,523)** | **$(2,144,374)** | **$(2,629,043)** |

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#### Table of Contents

### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

|  | Provision for genomic screening services Year ended December 31, 2024 | Trading of industrial chemicals | Investment holding | Total |
| --- | ---: | ---: | ---: | ---: |
| REVENUE | $16,069 | $9,494,577 | $- | $9,510,646 |
| COST OF REVENUE | (7,316) | (8,213,809) | - | (8,221,125) |
| GROSS PROFIT | 8,753 | 1,280,768 | - | 1,289,521 |
| OTHER INCOME | 122,951 | 1,949,522 | - | 2,072,473 |
| OPERATING EXPENSES |  |  |  |  |
| Sales and marketing | (125,299) | (1,861,456) | (43,929) | (2,030,684) |
| Research and development | (47,511) | - | - | (47,511) |
| General and administrative | (194,038) | (679,321) | (1,100,609) | (1,973,968) |
| Provision for expected credit losses | - | (883,533) | - | (883,533) |
| TOTAL OPERATING EXPENSES | (366,848) | (3,424,310) | (1,144,538) | (4,935,696) |
| **LOSS FROM OPERATIONS** | **(235,144)** | **(194,020)** | **(1,144,538)** | **(1,573,702)** |
| FINANCE COSTS | (11,795) | (9,072) | (279) | (21,146) |
| **LOSS BEFORE TAX** | **(246,939)** | **(203,092)** | **(1,144,817)** | **(1,594,848)** |
| Tax expense: |  |  |  |  |
| Deferred tax | - | 12,305 | - | 12,305 |
| Income tax | - | (15,799) | - | (15,799) |
| Tax expense | - | (3,494) | - | (3,494) |
| **NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS** | **$(246,939)** | **$(206,586)** | **$(1,144,817)** | **$(1,598,342)** |

|  | Provision for genomic screening services Year ended December 31, 2023 | Trading of industrial chemicals | Investment holding | Total |
| --- | ---: | ---: | ---: | ---: |
| **Segment assets** | $2,522,321 | $6,676,344 | $2,201,128 | $11,399,793 |
| **Included in the measure of segment assets are:** |  |  |  |  |
| Addition to non-current assets other than financial instruments and deferred tax assets | 247,192 | 15,486 | - | 262,678 |

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

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

F-27

#### Table of Contents

### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

### NOTE 14 - SIGNIFICANT EVENTS

On January 12, 2024, our subsidiary, MRNA Scientific issued a termination notice to one of our suppliers for failing to deliver hardware of merchantable quality, for a contract with the value of MYR500,000 (approximately USD $109,000). Through subsequent negotiations, MRNA Scientific has been offered a without prejudice settlement of MYR350,000 (approximately USD $76,000) via a letter from the suppliers’ legal counsel, dated March 21, 2024.

On 30 May 2024, the supplier had proposed to collect the hardware from MRNA Scientific premises and upon the hardware being returned intact in same condition per deliver, the supplier would refund the sum of MYR350,000 (approximately USD $33,000) to MRNA Scientific.

The supplier then duly refunded the sum on June 14, 2024 whereby MRNA Scientific had confirmed the receipt on June 19, 2024. MRNA Scientific then net off the receipt with fixed asset decapitalization in Balance Sheet while the remaining balance was recorded in the book as loss arising from settlement of supplier dispute in Income Statement.

On August 23, 2024, the Company, through its wholly-owned subsidiary, MRNA Scientific Sdn Bhd, finalized its strategic investment in Ascension Innovation Sdn Bhd (“AISB”), a Malaysian-based healthcare technology company. The investment, totalling RM 1 million (approximately USD 228k), was made to acquire a significant equity stake in AISB.

The funds were used to subscribe to 10,758 units of Ordinary Shares in AISB. This strategic investment is aimed at accelerating AISB’s development and deployment of its AI-driven healthcare solutions, particularly through its aiCMS platform, which integrates predictive analytics and generative AI tools for enhanced patient care.

On September 11, 2024, the Company announced that its wholly owned subsidiary, Chemrex Corporation Sdn. Bhd. invested RM 2 million (approx. USD $450,000) to commence production of fine-quality color paste (non-drying type) for composite industrial customers, with operations set to begin in September 2024. The full press release outlined the advantages of this new production line, including increased profit margins, improved quality control, timely delivery of products, competitive pricing, and market opportunities in Southeast Asia, the Middle East, Australia, and New Zealand.

On September 12, 2024, the Company announced that its wholly owned subsidiary MRNA Scientific Sdn. Bhd. had signed a strategic partnership Memorandum of Understanding with Shenzhen Rongguang Health Group (“Rongguang”), a leading healthcare provider in China. The collaboration aims to expand expertise in cancer screening, precision medicine, and preventative healthcare, focusing on early detection, personalized health solutions, and chronic disease management.

Through MRNA Scientific, the Company will enhance cancer screening across Southeast Asia and China, while both companies will jointly develop regenerative medicine technologies and preventative care solutions.

On September 14, 2024, the Company issued a press release announcing that its wholly owned subsidiary MRNA Scientific Sdn. Bhd. had signed a strategic outsourcing agreement with VITARRAY Global Pte. Ltd. (“Vitarray”), an exempted private company incorporated in Singapore. This agreement focuses on the provision of mRNA dynamic gene detection services for the Southeast Asian market.

Leveraging MRNA Scientific’s advanced testing facilities in Kuala Lumpur, the collaboration aims to enhance early disease detection, including for cancer and cardiovascular conditions, while expanding access to molecular diagnostics. Vitarray, authorized by China’s Huaxia Jingdu Renhe Medical Laboratory to manage overseas gene detection, will supply samples, and MRNA Scientific will handle testing. The agreement is expected to improve profitability and expanding market reach.

On September 23, 2024, MRNA Scientific Sdn. Bhd. (“MRNA”), a wholly-owned subsidiary of the Company, entered into a teaming agreement with Protech Builders Sdn. Bhd. (“Protech”), a Malaysian mechanical and electrical engineering firm.

Pursuant to the Agreement, the Company and Protech have agreed to collaborate on the development, marketing, and operation of biogas plants across Malaysia. The Agreement establishes a three-year term during which the parties will jointly identify and pursue biogas project opportunities, particularly focusing on converting plantation wastewater into renewable energy.

F-28

#### Table of Contents

### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

The 2024 Annual Meeting of Shareholders of BioNexus Gene Lab Corp. (the “Company”) was held on Friday, October 4, 2024 (“Annual Meeting”). The voting results on the five (5) proposals considered and voted on at the Annual Meeting, all of which were described in the Company's proxy statement filed with the Securities and Exchange Commission on September 16, 2024, were as follows:

Proposal 1. Re-election of Directors: The five (5) director nominees for election to the Company’s Board of Directors were elected to serve until the 2025 annual meeting of shareholders.

Proposal 2. Re-appointment of Auditor: To re-appoint JP Centurion & Partners PLT in Kuala Lumpur, Malaysia, as auditor of the Company to hold office from the conclusion of the Annual Meeting until the conclusion of the annual meeting of the Company to be held in 2025, and to approve the discretion of the Board to determine the remuneration of the same. The proposal was approved.

Proposal 3. Approval of the 2024 Stock Incentive Plan: The proposal was not approved.

Proposal 4. Approval of a Reverse Stock Split Proposal: Approval of an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding shares of common stock, no par value, at a ratio ranging from one-for-two (1:2) to one-for-ten (1:10), with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders. The proposal was not approved.

Proposal 5. Approval of an Adjournment of the Annual Meeting: Approval of an adjournment of the Annual Meeting if necessary to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1 (the "Adjournment Proposal"). The proposal was not approved.

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#### Table of Contents

### BIONEXUS GENE LAB CORP.

### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

### FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

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

### (Audited)

### NOTE 15 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2024 up through April 15, 2025 of these consolidated financial statements.

During the period, the Company did not have any material recognizable subsequent events. During the year, there was no subsequent event that required recognition or disclosure, except for those previously disclosed.

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

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

On March 5, 2025, the Company issued a press release announcing that its Board of Directors had formally approved a new treasury strategy focused exclusively on Ethereum (ETH) as a strategic treasury asset. This decision positioned the Company as a leader among Nasdaq-listed companies in prioritizing Ethereum for treasury management.

In connection with this announcement, the Company released an Ethereum Strategy Whitepaper, which provided detailed insight into the rationale for adopting Ethereum as a treasury asset. The whitepaper is publicly available on the Company’s website at www.bionexusgenelab.com/ethstrategy.

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

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

Proposal 1 (APPROVED) : Approval of an amendment to the Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding shares of common stock, with a ratio ranging from one-for-five (1:5) to one-for-ten (1:10), with the exact ratio to be set at the discretion of the Board of Directors.

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

On April 1, 2025, the Company’s Articles of Amendment regarding the reverse stock split was filed with the Wyoming Secretary of State. At 12:01 a.m. Eastern Time on April 7, 2025, the Company effected a reverse stock split and the Company’s common stock will began trading on a split-adjusted basis on The Nasdaq Capital Market under the existing ticker symbol “BGLC” on that same day, with the new CUSIP number for the Company 090628306.

No fractional shares were issued in connection with the reverse stock split. Instead, shareholders who would otherwise be entitled to receive a fractional share received a cash payment in lieu thereof based on the daily Volume Weighted Average Price (VWAP) of our common stock, calculated for the ten (10) trading days immediately preceding the effective date of the Reverse Stock Split, multiplied by the fractional share.

F-30

## Risk factors

As filed, 83,489 characters.

### RISK FACTORS

*An investment in our common stock involves a number of very significant risks. You should carefully consider the following known material risks and uncertainties in addition to other information in this Form 10-K in evaluating our company and its business before purchasing shares of our company’s common stock. You could lose all or part of your investment due to any of these risks.*

### Proactive Risk Management and Mitigation Strategies

The Company employs comprehensive risk management practices designed to proactively identify, mitigate, and manage key operational, financial, and strategic risks. While the following section transparently outlines potential risks to our business, investors are encouraged to consider our proactive, robust risk management processes, which significantly reduce the likelihood and potential impact of these risks.

### Risk Factors Related to Our Financial Prospects and Capitalization

**We are an early commercial-stage company and have a limited operating history, which may make it difficult to evaluate our current business and predict our future performance.**

We are an early commercial-stage company and has a limited operating history. Our limited operating history may make it difficult to evaluate our current business and this makes predictions about our future success or viability subject to significant uncertainty. In combination with other anticipated increased operating expenses in connection with becoming a public company, these anticipated changes in our operating expenses may make it difficult to evaluate our current business, assess our future performance relative to prior performance and accurately predict our future performance.

We will continue to encounter risks and difficulties frequently experienced by early commercial-stage companies, including those associated with increasing the size of our organization and the prioritization of our commercial, research, and business development activities. If we do not address these risks successfully, our business could suffer.

**Our growth (organic and inorganic) may require substantial capital and long-term investments.**

Our competitiveness and growth depend on our ability to fund our capital expenditures. We cannot assure you that it will be able to fund our capital expenditures at reasonable costs due to adverse macroeconomic conditions, our performance or other external factors.

In the future, we expect to incur significant costs in connection with its operations. We intend to expand our business through increased marketing efforts of MRNA Scientific and Chemrex. These development activities generally require a substantial investment before we can determine commercial viability, and the proceeds of this offering will not be sufficient to fully fund these activities. We expect to need to raise additional funds through public or private equity or debt financings, collaborations or licensing arrangements to continue to fund or expand our operations.

Our actual liquidity and capital funding requirements will depend on numerous factors, including:

- the scope and duration of and expenditures associated with our discovery efforts and research and development programs;
- the costs to fund our commercialization strategies for any product candidates for which we receive marketing authorization or otherwise launch and to prepare for potential product marketing authorizations, as required;
- the costs of any acquisitions of complementary businesses or technologies that we may pursue;
- potential licensing or partnering transactions, if any;
- Our facilities expenses, which will vary depending on the time and terms of any facility lease or sublease we may enter into, and other operating expenses;
- the scope and extent of the expansion of our sales and marketing efforts;
- the settlement of the government investigation described below, potential and pending litigation, potential payor recoupments of reimbursement amounts, and other contingencies;
- the commercial success of our products;
- Our ability to obtain more extensive coverage and reimbursement for our tests and therapeutic products, if any, including in the general, average-risk patient population; and
- Our ability to collect its accounts receivable.

The availability of additional capital, whether from private capital sources (including banks) or the public capital markets, fluctuates as our financial condition and market conditions in general change. There may be times when the private capital sources and the public capital markets lack sufficient liquidity or when our securities cannot be sold at attractive prices or at all, in which case we would not be able to access capital from these sources. In addition, a weakening of our financial condition or deterioration in its credit ratings could adversely affect our ability to obtain necessary funds. Even if available, additional financing could be costly or have adverse consequences.

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#### Table of Contents

### Our net losses may continue in the future.

We have devoted substantial resources to the development and commercialization of the products of MRNA Scientific and Chemrex. For the last three fiscal years, we have not achieved profitable operations. Accordingly, we might not become profitable for any future period. Our failure to achieve profitability would negatively affect our business, financial condition, results of operations, and cash flows. If we are unable to execute our sales and marketing strategy and our products are unable to gain sufficient acceptance in the market, we may be unable to generate sufficient revenues to sustain our business.

**Any additional capital we raise may not be available on satisfactory terms and may adversely affect stockholders’ holdings or rights.**

Additional capital, if needed, may not be available on satisfactory terms or at all. In addition, the terms of any financing may adversely affect stockholders’ holdings or rights. Debt financing, if available, may include restrictive covenants. To the extent that we raise additional funds through collaborations and licensing arrangements, it may be necessary to relinquish some rights to our technologies or grant licenses on terms that may not be favorable to us.

If we are not able to obtain adequate funding when needed, we may be required to delay development programs or sales and marketing initiatives. If we are unable to raise additional capital in sufficient amounts or on satisfactory terms, we may have to make reductions in our workforce and may be prevented from continuing our discovery, development, and commercialization efforts and exploiting other corporate opportunities. In addition, it may be necessary to work with a partner on one or more of our tests or products under development, which could lower the economic value of those products to us. Each of the foregoing may harm our business, operating results, and financial condition and may impact our ability to continue as a going concern.

**Raising additional capital may lead to dilution of shareholdings by our existing shareholders, restrict our operations, and may further result in fair value loss, adversely affecting our financial results.**

We may seek additional funding through a combination of equity and debt financings and collaborations. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of existing holders of our shares will be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our existing shareholders.

The incurrence of additional indebtedness or the issuance of certain equity securities could result in increased fixed payment obligations and could also result in certain additional restrictive covenants, such as limitations on our ability to incur additional debt or issue additional equity, limitations on our ability to acquire or license IP rights and other operating restrictions that could adversely impact our ability to conduct its business.

### Recent business decisions regarding the Cryptocurrency Industry.

The Company had made recent announcements during fiscal year 2025 concerning its decision to explore business opportunities in the crypto market. The Company currently is in the process of developing its business plans and strategies in an effort to enhance shareholder value. These plans and strategies are preliminary in nature and we can not predict whether we will be successful in these endeavors.

### Risk Factors Related to Our Business and Industry

### General Business and Industry Risks

### We are unable to predict the duration of future economic conditions.

Future economic downturns, prolonged slow growth or stagnation in the economy could materially adversely affect our business, results of operations, financial condition and cash flows.

**Global economic conditions could materially adversely impact demand for our products and services.**

Our operations and performance depend significantly on economic conditions. Global financial conditions continue to be subject to volatility arising from international geopolitical developments and global economic phenomenon, as well as general financial market turbulence and natural phenomena such as the COVID-19 pandemic. Uncertainty about global economic conditions could result in

- customers postponing purchases of its products and services in response to tighter credit, unemployment, negative financial news and/or declines in income or asset values and other macroeconomic factors, which could have a material negative effect on demand for its products and services; and
- third-party suppliers being unable to produce devices for its products or raw materials in the same quantity or on the same timeline or being unable to deliver such parts and components as quickly as before or subject to price fluctuations, which could have a material adverse effect on the services and products provided by MRNA Scientific; and accordingly, on its business, results of operations or financial condition.

Access to public financing and credit can be negatively affected by the effect of these events on Malaysian, U.S. and global credit markets. The health of the global financing and credit markets may affect its ability to obtain equity or debt financing in the future and the terms at which financing or credit is available to us. These instances of volatility and market turmoil could adversely affect its operations and the trading price of its common stock.

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#### Table of Contents

**Our risk management programs, processes, or procedures for identifying and addressing risks in MRNA Scientific’s business may not be adequate or effectively applied, and this may adversely impact its businesses.**

MRNA Scientific relies on a combination of technical and human factors to protect us against risks. MRNA Scientific policies, procedures and practices are used to identify, monitor and control a variety of risks, including risks related to human error and hardware and software errors. The administration and results of each test are reviewed by a physician and a scientist in Malaysia before the results are released to the patient. The Company’s standard of operations was primarily developed by Dr. Liew. These risk-management methods may not adequately prevent losses and may not protect us against all risks, in which case our business, economic conditions, operations and cash flows may be materially adversely affected.

We have risk-management policies, control systems and compliance manuals in place; however, there is no guarantee that such policies, systems, and manuals will be effectively applied in every circumstance by our staff. For example, employees could override the system technology and theoretically waive requirements, thereby exposing the company accurately conduct its quality control.

**We may be adversely impacted by changes in laws and regulations, or in their application.**

Currently, there are no governmental regulations that materially restrict our screening business in Malaysia. MRNA Scientific’s laboratory in Malaysia was established through an invitation by the Malaysian Health Minister alongside a government grant of $1,250,000. MRNA Scientific’s screening tests have gone through preclinical and clinical trials involving private hospitals and government agencies including the Institute of Medical Research (IMR), Malaysian Biotechnology Corporation (BiotechCorp) and the Clinical Research Centre (CRC). The findings of the preclinical and clinical trials are published in peer reviewed journals such as the Journal of Molecular and Cellular Cardiology, and Physiological Genomics. Once published, MRNA Scientific would do confirmational tests before applying for commercialization. MRNA Scientific’s Malaysian lab is currently national operating under an operating license granted by the city of Kuala Lumpur.

The Malaysian government passed the Pathology Laboratory Bill of 2007 (“Pathology Act”). However, since 2007, the government has not implemented the regulations underlying the legislation nor has the government enforced the Pathology Act. Any such regulations could establish criteria for the various classes and specialties of laboratories, the organization and management system of the laboratory, the qualification and experience of the person-in-charge, the qualification and competence of pathologists, scientific and technical staff engaged to conduct tests, and the standards of laboratory practice. MRNA Scientific cannot predict whether it would be able to comply with the Pathology Act and its regulations, if implemented. In addition, there also is a risk that the regulations arising from the Pathology Act or new legislation or regulations could increase MRNA Scientific’ costs of doing business or otherwise prevent us from carrying out the expansion of its business. Accordingly, our business may be harmed if we are not able to comply with any future governmental legislation or regulations, including the Pathology Act.

MRNA Scientific is currently operating under a license granted by the City Hall of Kuala Lumpur, Malaysia. Under Malaysian and local laws, we may continue to operate under its current operating license which MRNA Scientific Malaysia currently has. We cannot predict whether there will be future regulations which may impact its ability to conduct its business.

Currently, there are no governmental regulations that affect Chemrex’s business in Malaysia and it may continue to operate under an operating license granted by the Kajang Town Hall of Selangor, Malaysia. Future legislation or regulations could increase Chemrex’s costs of doing business or otherwise prevent us from carrying out the expansion of its business.

**Business disruptions could seriously harm our future revenue and financial condition and increase its costs and expenses.**

Our operations could be subject to power shortages, telecommunications failures, wildfires, water shortages, floods, earthquakes, hurricanes, typhoons, fires, extreme weather conditions, medical epidemics and other natural or man-made disasters or business interruptions. The occurrence of any of these business disruptions could seriously harm MRNA Scientific’ operations and financial condition and increase MRNA Scientific’ costs and expenses. Unfavorable global economic conditions could adversely affect our business, financial condition, or results of operations.

We do not carry insurance for all categories of risk that our business may encounter. Although MRNA Scientific intend to obtain some form of business interruption insurance in the future, there can be no assurance that we will secure adequate insurance coverage or that any such insurance coverage will be sufficient to protect our operations to significant potential liability in the future. Any significant uninsured liability may require us to pay substantial amounts, which would adversely affect our financial position and results of operations.

**Our lack of insurance could expose us to significant costs and business disruption.**

We currently do not have any product liability or disruption insurance to cover our operations in Malaysia or overseas. We have determined that the costs of insuring for these risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. If we suffer any losses, damages or liabilities in the course of our business operations, we may not have adequate insurance coverage to provide sufficient funds to cover any such losses, damages or product claim liabilities. Therefore, there may be instances when we will sustain losses, damages and liabilities because of our lack of insurance coverage, which may in turn materially and adversely affect our financial condition and results of operations.

As a public company, we may become subject to the Section 404 of the Sarbanes-Oxley Act, or SOX 404, which requires that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 10-K and in our quarterly report on Form 10-Q if we are qualified as an accelerated filer.

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We are currently a “smaller reporting company”, meaning that we are not an investment company, an asset- backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and annual revenues of less than $50.0 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company,” at such time as we cease being an “emerging growth company,” we will be required to provide additional disclosure in our SEC filings. However, similar to an “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

Our independent registered public accounting firm may be required to attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of SOX 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with SOX 404. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

**Fluctuations in foreign currency exchange rates could have a material adverse effect on our financial results.**

We earn revenues, pay expenses, own assets and incur liabilities in countries using Malaysian Ringgit (“RM”) other than the U.S. dollar (“$”). Since our consolidated financial statements are presented in U.S. dollars, we must translate revenues, income and expenses, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period. Therefore, increases or decreases in the value of the U.S. dollar against Malaysian currency affect our net operating revenues, operating income and the value of balance sheet items denominated in foreign currencies. We cannot assure you that fluctuations in foreign currencies exchange rates, particularly the strengthening or weakening of the U.S. dollar against Malaysian currency would not materially affect our financial results.

### Risk Related to MRNA Scientific’s Business and Industry

### Exponential growth in biotechnology.

Biotechnology is a rapidly changing field that continues to transform both in scope and impact. Well-funded established molecular labs are gathering big data on health records, genomics, lifestyle information that led to new health solutions. Digitization is revolutionizing health care, allowing for patient reported symptoms, health outcome to be captured as mineable data. MRNA Scientific could lose out to its competitors’ exponential growth if we are unable to establish distribution networks with medical centers, pharmaceutical groups and other molecular laboratories synergistically in sharing customers and big data.

### MRNA Scientific’s inability to manage growth could harm its business.

MRNA Scientific expects to continue to add personnel in the areas of sales and marketing, research & development, laboratory operations, finance, quality assurance and compliance. As MRNA Scientific builds its commercialization efforts and expands research and development activities, operating expenses and capital requirements will increase, and MRNA Scientific expects that they will continue to increase, significantly. MRNA Scientific’s ability to manage its growth effectively requires us to forecast expenses accurately, and to properly forecast and expand operational and testing facilities, if necessary, to expend funds to improve our operational, financial and management controls, reporting systems and procedures. As MRNA Scientific moves forward in marketing our tests and developing our test portfolio, the company will also need to effectively manage its growing manufacturing, laboratory operations and sales and marketing needs. If MRNA Scientific is unable to manage its anticipated growth effectively, MRNA Scientific’s future business could be harmed.

**MRNA Scientific’s financial prospects depend substantially upon the successful commercialization of the Company’s services and products in the future, which may fail or experience significant delays.**

MRNA Scientific’s future success depends upon MRNA Scientific’s ability to continuously develop technologies and successfully market its existing cancer genetic offerings to customers within Malaysia and expand overseas. MRNA Scientific’s ability to generate significant revenue in the next several years will depend primarily on the successes of each key stage of its business, including pre-clinical research and development, clinical trials, regulatory approval, manufacture, marketing and commercialization of its services and products, which is subject to significant uncertainty. MRNA Scientific’s ability to generate sales revenue from its products and services and its future profitability depends on several factors, including its ability to:

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- obtain regulatory approvals and marketing authorizations for MRNA Scientific’s services and products;
- obtain market acceptance by patients, hospitals, clinicians, biopharmaceutical companies and others in the medical community;
- establish sufficient testing capacity and commercial capabilities, either by expanding MRNA Scientific’s current facility or making arrangements with third parties;
- develop and maintain MRNA Scientific’s sales network to launch and commercialize its new cancer genomic testing services and products;
- set appropriate and favorable prices for MRNA Scientific’s genomic testing services and products and obtaining adequate reimbursement from third-party payers;
- maintain commercially viable supply relationships with third parties and maintaining sufficient research and development capabilities and infrastructure;
- address any competing technological and market developments; and
- maintain, protect, and expand MRNA Scientific’s portfolio of intellectual property rights including trade secrets and know-how.

**The marketing, sale and use of MRNA Scientific’s products and services could result in substantial damages arising from products or service liability or professional liability claims, that exceed MRNA Scientific’s resources.**

Due to the nature of MRNA Scientific’s business, it may face claims for products or service liability. These claims may arise from the inaccurate or erroneous diagnosis of patient information or the mix-up of patient information whereby a patient receives the wrong diagnostic information. While the company feels confident in its quality control measures to ensure the safeguard of patient and client information, it cannot provide assurances that products or service liability claims will arise in the future.

Moreover, litigation or adverse publicity resulting from these allegations could materially and adversely affect MRNA Scientific’s business, regardless of whether the allegations are valid or whether the company is liable. Currently MRNA Scientific has no products and service liability insurance coverage, and even if there was such coverage, such coverage might not be sufficient to properly protect MRNA Scientific. Further, claims of this type, whether substantiated or not, may divert MRNA Scientific’s financial and management resources from revenue generating activities and the business operation.

**MRNA Scientific may face technology transfer challenges and expenses in adding new tests to its portfolio and in expanding its reach into new geographical areas.**

MRNA Scientific’s plan for expanding its business includes developing and acquiring additional tests or additional biomarkers that can be transferred into its current and future diagnostic product portfolio and distributed in target markets. Due to differences in the hardware and software platforms available at different laboratories for running molecular tests, MRNA Scientific’s may need to adjust the configuration of the reagents and there may be changes to the related software in order for the tests to be performed on particular hardware platforms. Making any such adjustments could take a considerable amount of time and expense, and MRNA Scientific’s might not will succeed in running its tests on the hardware and software that it may encounter in different laboratories. To manage this issue, MRNA Scientific’s may license or acquire additional instruments and software from another company that will be compatible with its tests. This may include additional licenses and license fees needed for reagents or components required hereto as well.

### MRNA Scientific’s biomarkers have not undergone clinical trials.

As there are no governmental regulations that materially restrict our screening business in Malaysia, MRNA Scientific has not conducted clinical trials on its biomarkers. While MRNA Scientific believes that its tests help detect the potential risk of different diseases, the specificity and sensitivity of those tests have not been determined in clinical trials let alone those that meet the scope or standards of clinical trials that would satisfy regulators in the United States or the European Union. If MRNA Scientific were to conduct such clinical trials, the results might prove to be less successful than we anticipate, and such tests might not be approved for sale in markets that require such clinical trials.

**MRNA Scientific currently receives and expects to continue to receive a significant portion of its revenues from its genomic screening products, and if its efforts to further increase the use and adoption of these products fail, its business will be harmed.**

MRNA Scientific currently receives and expects to continue to receive a significant portion of its revenues from its screening tests. MRNA Scientific undertakes efforts to increase the awareness and adoption of its tests among laboratories, clinics, clinicians, physicians, payors, and patients in new markets. Continued and additional market acceptance and its ability to attract new customers are key elements to its future success.

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MRNA Scientific’s ability to increase sales of its services and establish greater levels of adoption and reimbursement for its tests is uncertain for many reasons, including, among others:

- MRNA Scientific may be unable to demonstrate to laboratories, clinics, clinicians, physicians, payors, and patients that its services are superior to alternatives with respect to value, convenience, specificity, sensitivity, scope of coverage, and other factors;
- third-party coverage and reimbursement are currently primarily limited to high-risk pregnancies and may not gain acceptance for use in the average-risk pregnancy population or for the screening of microdeletions, limiting the overall addressable market;
- third-party payors may set the amounts of reimbursement at prices that reduce its profit margins or do not allow us to cover its expenses;
- MRNA Scientific may not be able to maintain and grow effective sales and marketing capabilities;
- its sales and marketing efforts may fail to effectively reach customers or communicate the benefits of its services;
- superior alternatives to its services may be developed and commercialized;
- MRNA Scientific may experience supply constraints, including due to the failure of its key suppliers to provide required sequencing instruments and reagents;
- regulatory or legislative bodies may adopt new regulations or policies or take other actions that impose significant restrictions on its ability to market its services.

If the market and its market share for its genomic products fail to grow or grow more slowly than expected, its business, operating results, and financial condition would be adversely affected.

**MRNA Scientific’s success depends on their ability to improve and enhance its current tests and new test candidates, which is complex and costly, and the results are uncertain.**

Effective execution of research and development activities and the timely introduction of enhanced, improved, or new tests and test candidates to the market are important elements of MRNA Scientific’s business strategy. For example, MRNA Scientific is currently collaborating with the National Heart Institute in Malaysia to identify genomic signatures in acute myocardial infarctions. However, the development of enhanced, improved, or new heart attack risks is complex, costly, and uncertain and requires us to, among other factors, accurately anticipate patients’, clinicians’, and payors’ needs, and emerging technology trends.

In the development of enhanced, improved, or new test and test candidates, we can provide no assurance that:

MRNA Scientific will develop any tests that meet its desired target product profile and address the relevant clinical need or commercial opportunity;

- any tests that MRNA Scientific develop will prove to be effective in clinical trials, platform validations, or otherwise;
- MRNA Scientific will obtain necessary regulatory authorizations, in a timely manner or at all;
- any tests that MRNA Scientific develop will be successfully marketed to and ordered by healthcare providers;
- any tests that MRNA Scientific develop will be produced at an acceptable cost and with appropriate quality;
- its current or future competitors will not introduce tests similar to ours that have superior performance, lower prices, or other characteristics that cause healthcare providers to recommend, and consumers to choose, such competitive tests over ours; or
- third parties do not or will not hold patents in any key jurisdictions that would be infringed by its tests.

These and other factors beyond MRNA Scientific’s control could delay its launch of enhanced, improved, or new test and test candidates.

The research and development process in the biotechnology industry generally requires a significant amount of time from the research and design stage through commercialization. The launch of such new test requires the completion of certain clinical development and/or assay validations in the commercial laboratory. This process is conducted in various stages, and each stage presents the risk that MRNA Scientific will not achieve its goals and will not be able to complete clinical development for any planned test in a timely manner. Such development and/or validation failures could prevent or significantly delay its ability to obtain FDA clearance or approval as may be necessary or desired, obtain approval by entities that provide oversight over laboratory diagnostic tests in the localities MRNA Scientific operate in, or launch any of its planned tests and test candidates. At times, it may be necessary for us to abandon a product in which MRNA Scientific has invested substantial resources. Without the timely introduction of new test candidates and improvements or enhancements of its current tests, its tests may become obsolete over time and its competitors may develop tests that are more competitive, in which case its business, operating results, and financial condition will be harmed.

**MRNA Scientific faces challenges from the evolving regulatory environment and increasing public awareness on privacy, personal data protection and cybersecurity. Actual or alleged failure to comply with privacy, cybersecurity and data protection-related laws and regulations could adversely affect MRNA Scientific’s business and reputation.**

MRNA Scientific face risks inherent in handling large volumes of data and in protecting the security of such data, including cyber attacks. In particular, MRNA Scientific face a number of challenges relating to data inter-connected with regional labs, including:

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- protecting the data in and hosted on MRNA Scientific’s system, including against hacking on MRNA Scientific’s system by outside parties or its employees;
- addressing concerns related to privacy and sharing, safety, security and others;
- complying with applicable laws, rules and regulations relating to the collection, use, disclosure of personal information, including any requests from regulatory and government authorities relating to such data;
- Any system failure or security breach or lapse that results in the release of user data could harm MRNA Scientific’s reputation and brand and, consequently, MRNA Scientific’s business, in addition to exposing us to potential legal liability.

As our operations expand, it may be subject to these laws in other jurisdictions where its customers and other participants are located. The laws, rules and regulations of other jurisdictions may impose more stringent or conflicting requirements and penalties than those in Malaysia, compliance with which could require significant resources and costs. MRNA Scientific’s privacy policies and practices concerning the collection, use and disclosure of user data are posted on its websites. Any failure, or perceived failure, by us to comply with MRNA Scientific’s posted privacy policies or with any regulatory requirements or privacy protection-related laws, rules and regulations could result in proceedings or actions against us by authorities or others. These proceedings or actions may subject us to significant penalties and negative publicity, require MRNA Scientific to change its business practices, increase its costs and severely disrupt its business.

### MRNA Scientific’s software is highly complex and may contain undetected errors.

MRNA Scientific’s proprietary software underlying its diagnosis is highly complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after a diagnosis. This may result in an inaccurate diagnosis which could expose us to substantial liability due to the misdiagnosis. Any errors or vulnerabilities discovered in MRNA Scientific’ software could result in damage to our reputation, loss of clients, loss of revenue or liability for damages, any of which could adversely affect our growth prospects and our business.

**MRNA Scientific’s use of “open source” software could subject its proprietary software to general release, adversely affect its ability to sell its tests and subject the company to possible litigation.**

A portion of the screenings by MRNA Scientific incorporate so-called “open-source” software and MRNA Scientific may incorporate open-source software into other tests and technologies in the future. Such open-source software generally is licensed by its authors or other third parties under open-source licenses. Some open-source licenses may contain certain unfavorable conditions, such as requirements that MRNA Scientific disclose source code for modifications or derivative works that the company makes to the open-source software and that the company license such modifications or derivative works to third parties at no cost or under the terms of the particular open-source license. MRNA Scientific monitors its use of open-source software in an effort to avoid uses in a manner that would require it to disclose or grant licenses under its proprietary source code; however, there can be no assurance that such efforts will be successful. Open-source license terms are often ambiguous and such use could inadvertently occur. There is little legal precedent governing the interpretation of many of the terms of these licenses, and the potential impact of these terms on our business may result in unanticipated obligations regarding our technologies. If an author or other third party that distributes such open-source software were to allege that MRNA Scientific had not complied with the conditions of an open-source license, the company could incur significant legal costs defending itself against such allegations. In the event such claims were successful, MRNA Scientific could be subject to significant damages or be enjoined from the distribution of the infringing product. These risks could be difficult to eliminate or manage, and, if not addressed, could harm our business, financial condition and results of operations.

MRNA Scientific currently only uses open-source software for Covid- 19, HPV, HIV, and Dengue screenings. For screening process on cancers, inflammatory diseases and osteoarthritis, MRNA Scientific uses company proprietary algorithm software for data analysis and interpretation established by Co-founder Professor CC Liew.

**MRNA Scientific may face competition from other biotechnology competitors and its operating results will suffer if MRNA Scientific fail to compete effectively.**

MRNA Scientific competes with companies worldwide that specialize in RNA blood analysis to detect disease. Laboratories in universities and research institutions that are attempting to extend their research from DNA into RNA screening could become competitors if they succeed. Many of MRNA Scientific’ competitors and potential competitors may have stronger financial resources than the company. Their discovery and development of novel protocols could make MRNA Scientific’s screening obsolete. As a result of these factors, MRNA Scientific’s competitors may succeed in obtaining patent protection and/or FDA approval or discovering, developing and commercializing screening process for cancer, inflammation, osteoarthritis and many more indications.

In addition, smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies. In addition, many universities and private and public research institutes may become active in MRNA Scientific’s target disease areas.

If MRNA Scientific’s competitors market products that are more effective, safer or less expensive or that reach the market sooner than MRNA Scientific’s future tests, if any, the Company may not achieve commercial success. In addition, because of MRNA Scientific’s limited resources, it may be difficult for us to stay abreast of the rapid changes in each technology. If MRNA Scientific fails to stay at the forefront of technological change, MRNA Scientific may be unable to compete effectively. Technological advances or products developed by MRNA Scientific’s competitors may render MRNA Scientific’s technologies or test candidates obsolete, less competitive or not economical.

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**Cyber breaches, loss of data, and other disruptions could compromise sensitive information related to MRNA Scientific’s business or prevent us from accessing critical information and expose us to liability, which could adversely affect MRNA Scientific’s business and its reputation.**

In the ordinary course of MRNA Scientific’s business, MRNA Scientific collects and stores sensitive data, including protected health information, personally identifiable information, financial information, intellectual property, and proprietary business information owned or controlled by the company or its customers, payers, and other parties. MRNA Scientific manages and maintains its applications and data utilizing a combination of on-site systems and cloud-based data centers. The company utilizes external security and infrastructure vendors to manage parts of its data centers. MRNA Scientific also communicates sensitive data, including patient data, electronically, and through relationships with multiple third-party vendors and their subcontractors. These applications and data encompass a wide variety of business-critical information, including research and development information, patient data, commercial information, and business and financial information. MRNA Scientific faces a number of risks relative to protecting this critical information stemming from cyber attacks, including loss of access risk, inappropriate use or disclosure, inappropriate modification, and the risk of the company being unable to adequately monitor, audit, and modify its controls over critical information. This risk extends to the third-party vendors and subcontractors MRNA Scientific uses to manage this sensitive data.

The secure processing, storage, maintenance, and transmission of this critical information are vital to MRNA Scientific’s operations and business strategy, and MRNA Scientific devote significant resources to protecting such information. Although MRNA Scientific takes measures to protect sensitive data from unauthorized access, use or disclosure, MRNA Scientific’s information technology and infrastructure may be vulnerable to cyber attacks by hackers or viruses or breached due to employee error, malfeasance, or other malicious or inadvertent disruptions. In addition, while MRNA Scientific has implemented security measures and a formal, dedicated enterprise security program to prevent unauthorized access to patient data, such data is currently accessible through multiple channels, and there is no guarantee MRNA Scientific can protect its data from breach. Unauthorized access, loss, or dissemination could also result in delays of MRNA Scientific’s services and tests development and commercialization as well as damage MRNA Scientific’s reputation, including MRNA Scientific’s ability to conduct its analysis, deliver test results, process claims and appeals, provide customer assistance, conduct research and development activities, collect, process, and prepare company financial information, provide information about MRNA Scientific’s tests and other patient and physician education and outreach efforts through its website, and manage the administrative aspects of its business.

Any such unauthorized access, loss, or dissemination of information could also result in legal claims or proceedings, liabilities under Malaysian laws and regulations in relation to the protection of personal information and cybersecurity as well as those specifically governing patient and medical data. MRNA Scientific shall establish, maintain and execute internal systems to safeguard relevant personal healthcare data. Any failure to comply with above-mentioned regulation would result in administrative liabilities including but not limited to informed criticism.

**MRNA Scientific plans to expand its tests and services to multiple countries exposes us to risks associated with doing business outside of Malaysia. The expansion may not be successful, which could limit MRNA Scientific’s ability to grow its revenue, net income, and profitability.**

As MRNA Scientific plans to set up RNA screening labs operations in Indonesia, Middle East, USA, China and Germany, if approved, its businesses are subject to risks associated with doing business outside Malaysia including an increase in the Company’s expenses, diversion of the Company’s management’s attention from the research and development of additional diseases/disorders risk detection or forgoing profitable licensing opportunities in these economies.

Accordingly, the Company’s business and financial results in the future could be adversely affected due to a variety of factors including the risks associated with expanding into markets in which the Company has limited or no experience and in which the company may be less well-known. The Company may be unable to attract a sufficient number of customers and other participants, fail to anticipate competitive conditions or face difficulties in operating effectively in these new markets. The expansion of the Company’s cross-border business will also expose us to risks relating to staffing and managing cross-border operations, increased costs to protect intellectual property, tariffs and other trade barriers, differing and potentially adverse tax consequences, increased and conflicting regulatory compliance requirements, lack of acceptance of the Company’s product and service offerings, challenges caused by distance, language and cultural differences, exchange rate risk and political instability. Accordingly, any efforts the Company make to expand its cross-border operations may not be successful, which could limit the Company’s ability to grow its revenue, net income and profitability.

### Risk Related to Chemrex’s Business and Industry

**The chemical raw material industry is cyclical and both recessions and prolonged periods of slow economic growth could have an adverse effect on Chemrex’s business.**

Demand for most of Chemrex’s products is cyclical in nature and sensitive to general economic conditions. Chemrex’s business supports cyclical industries such as the construction, energy, appliance and medical devices. As a result, downturns in the Malaysian economy, the global economy or any of these industries could materially adversely affect Chemrex’s results of operations, financial condition and cash flows. Despite the Global Economy currently experiencing instability and a potential downturn, we are confident that Chemrex can do better in 2024 with increased marketing and portfolio development made possible by the additional investment capital from our Initial Public Offering. Recently, the Prime Minister of Malaysia, along with the appropriate Ministries have announced hundreds of billions of Ringgit Malaysia (RM) in foreign investment, including the areas of high-tech materials and composites such as those which Chemrex specialises in, and we expect that this will have a positive boost on the potential for revenue generation for Chemrex. The boosts in the tourism and public transportation industry will push up the FRP material usage for industrial needs. Nonetheless, even with this economic recovery, challenges from ongoing uncertainties, both in Malaysia and in other regions of the world, remain. We are seeing recoveries in various sectors since the post-pandemic lows.

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We are unable to predict the duration of current economic conditions. Future economic downturns, prolonged slow growth or stagnation in the economy, or a sector-specific slowdown in one of its key end-use markets, such as non-residential construction, could materially adversely affect Chemrex’s business, results of operations, financial condition and cash flows, especially considering the capital-intensive nature of Chemrex’s business.

**The results of Chemrex’s operations are sensitive to volatility in the cost of raw materials, particularly fibre reinforced plastics.**

Chemrex, as a reseller, relies on outside vendors to supply us with raw materials, including fibre reinforced plastics. Chemrex purchases most of its primary raw material, from numerous other sources located throughout Malaysia and internationally.

Prices of these chemical raw materials are volatile and are influenced by export changes in response to demands of Chemrex’s global competitors and customers, as well as currency fluctuations. At any given time, Chemrex may be unable to obtain an adequate supply of these chemical raw materials with price and other terms acceptable to us. The availability and prices of raw materials may also be negatively affected by new laws and regulations, allocation by suppliers, interruptions in production, accidents or natural disasters, changes in exchange rates, worldwide price fluctuations, and the availability and cost of transportation.

If Chemrex’s suppliers increase the prices of its chemical raw materials, Chemrex may not have alternative sources of supply. In addition, to the extent that Chemrex has quoted prices to its customers and accepted customer orders for its products prior to purchasing necessary raw materials, it may be unable to raise the price of its products to cover all or part of the increased cost of the materials. Also, if Chemrex are unable to obtain adequate and timely deliveries of its chemical raw materials, it may be unable to timely deliver orders of its products. This could cause Chemrex to lose sales, incur additional costs or suffer harm to its reputation.

**Disruptions in the supply of chemicals that we distribute or in the operations of our customers could adversely affect our business.**

Our business depends on access to adequate supplies of the chemicals that our customers purchase from us. From time to time, we may be unable to access adequate quantities of certain chemicals because of supply disruptions due to natural disasters (including hurricanes and other extreme weather), industrial accidents, scheduled production outages, high demand leading to allocation, port closures and other transportation disruptions and other circumstances beyond our control, or we may be unable to purchase chemicals that we are obligated to deliver to our customers at prices that enable us to earn a profit. In addition, unpredictable events may have a significant impact on the industries in which many of our customers operate, reducing demand for products that we normally distribute in significant volumes.

Significant changes in the business strategies of our suppliers could also disrupt our supply. Large chemicals manufacturers may elect to distribute certain products (or products in certain regions) directly to end user customers, instead of relying on independent distributors such as us. While we do not believe that our results depend materially on access to any individual producer’s products, a reversal of the trend toward more outsourced distribution of chemicals would likely result in increasing margin pressure or products becoming unavailable to us. Any of these developments could have a material adverse effect on our business, financial condition, and results of operations.

**We have oral contracts with suppliers and customers, which are generally terminable upon notice, and the termination of our relationships with suppliers and customers contracts could negatively affect our business.**

Our purchases and sales of chemicals are typically made pursuant to verbal purchase orders rather than written contracts. Many of our contracts with both customers and suppliers are terminable without cause to us from the supplier or customer. Our business relationships and reputation may suffer if we are unable to meet our delivery obligations to customers which may occur because many of our suppliers are not subject to contracts or can terminate contracts on short notice. In addition, renegotiation of purchase or sales terms to our disadvantage could reduce our sales margins. Any of these developments could adversely affect our business, financial condition, and results of operations.

**We may lose customers and suffer damage to our reputation if we are unable to meet customer demand for a particular product.**

We face the risk of dissatisfied customers and damage to our reputation if we cannot meet customer demand for a particular chemical because we are short on inventories. In addition, particularly in cases of pronounced cyclicality in the end market, it can be difficult to anticipate our customers’ requirements for particular chemicals, and we could be asked to deliver larger-than-expected quantities of a particular chemical on short notice. If for any reason we experience widespread, systemic difficulties in filling customer orders, our customers may be dissatisfied and discontinue their relationship with us or we may be required to pay a higher price to obtain the needed chemical on short notice, thereby adversely affecting our margins.

**We may be exposed to product returns and product liability claims and latent defect liability claims.**

Our FRP and other raw materials are used to produce a wide variety of goods including handrails, bench tops, automotive and aero parts, cleanroom panels, and covers for various instruments used in manufacturing. We are exposed to potential product returns and latent defect liability claims from our customers and the end-users of goods and products. Although we have put in place stringent quality control measures, including the setting up of different teams for incoming quality control, quality control and quality assurance which monitor the quality of the raw material, semi-finished products as well as finished products, there may be undetected flaws or manufacturing defects or other irregularities that may be subsequently detected at any point in the life of our products. We have adopted return policy on products with manufacturing defects to accommodate our customers. If after any checkup or analysis by our laboratory the defect of a product is found to be manufacturing defect, return and replacement of products will be made. Therefore, if undetected flaws or manufacturing defects or other irregularities from either the design or manufacture of our products are to occur, additional costs and expenses which we may not recoup may incur, and our revenue and costs control can be negatively impacted.

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In addition, if our defective or sub-standard products cause bodily injuries or property damage, our suppliers may face latent defect liability claims from our customers or the end-users of goods and products made with our products and regardless of the merits or the outcome of these claims, we may be required to address and, if necessary, and divert management attention and other resources from our business and operations. We may also face adverse publicity associated with such claims, which could have an adverse effect on our business, results of operations and financial condition.

### Risks Related to Our Operations

**Our officers and directors may in future have outside business activities. As a result, there may be potential conflicts of interest and negatively impact the amount of time they will be able to dedicate to the company.**

Currently our officers, who are also directors, have been working on promoting business for the Company. A potential conflict of interest may arise in the future that may cause our business to fail, including conflicts of interest in allocating their time to the company and their other business interests. While the company’s officers have verbally agreed to devote sufficient time and attention to the affairs of the Company, it has no written arrangement with our officers regarding this matter. As a result, we may face conflicts between business decisions that they may have to make regarding its operations and that of their other business interests.

**We may not be able to attract and retain key senior management members and research and development personnel.**

Our future success depends upon the continuing services of members of our senior management team and key research and development personnel and consultants. Although we typically require our key personnel to enter into non-compete and confidentiality agreement with us, we cannot prevent former personnel from joining the Company’s competitors after the non-compete period. The loss of their services could adversely impact its ability to achieve its business objectives. If one or more of our senior management or key clinical and scientific personnel are unable or unwilling to continue in their present positions or joins a competitor or forms a competing company, the company may not be able to replace them in a timely manner or at all, which will have a material and adverse effect on its business, financial condition, and results of operations.

In addition, the continued growth of our business depends on our ability to hire additional qualified personnel with expertise in molecular biology, chemistry, biological information processing, software, engineering, sales, marketing, and technical support. We compete for qualified management and scientific personnel with other life science and technology companies, universities, and research institutions in Malaysia and overseas. Competition for these individuals is intense, and the turnover rate can be high. Failure to attract and retain management and scientific and engineering personnel could prevent the Company from pursuing collaborations or developing its services and products or technologies.

### We may be unable to protect the company’s intellectual property adequately.

Our software intellectual property is an essential asset of its business. To establish and protect our intellectual property rights, we rely primarily upon trade secrets, and to a lesser extent, contractual provisions with current and future employees. As a result, our efforts to protect our intellectual property may not be sufficient or effective. If these measures do not protect our intellectual property rights adequately, third parties could use the Company’s technology, and our ability to compete in the market would be reduced significantly.

In addition, we may not be effective in policing unauthorized use of the company’s intellectual property. Even if we do detect violations, we may need to engage in litigation to enforce our intellectual property rights. Any enforcement efforts we undertake, including litigation, could be time-consuming and expensive and could divert our management’s attention. In addition, our efforts may be met with defenses and counterclaims challenging the validity and enforceability of our intellectual property rights or may result in a court determining that our intellectual property rights are unenforceable. If we are unable to cost-effectively protect our intellectual property rights, then our business could be harmed.

**We may be subject to intellectual property claims, which are extremely costly to defend, could require us to pay significant damages and could limit the company’s ability to use certain technologies in the future.**

Companies in bio-medical or bio-technology industries are frequently subject to litigation based on allegations of infringement or other violations of intellectual property rights. To the extent we gain greater public recognition, we may face a higher risk of being the subject of intellectual property claims. Third-party intellectual property rights may cover significant aspects of our technologies or business methods or block us from expanding our offerings. Any intellectual property claims against us, with or without merit, could be time consuming and expensive to settle or litigate and could divert the attention of our management. Litigation regarding intellectual property rights is inherently uncertain due to the complex issues involved, and the company may not be successful in defending itself in such matters.

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In addition, some of our competitors have extensive portfolios of issued patents. Many potential litigants, including some of our competitors and patent holding companies, have the ability to dedicate substantial resources to enforcing their intellectual property rights. Any claims successfully brought against us could subject us to significant liability for damages and we may be required to stop using technology or other intellectual property alleged to be in violation of a third party’s rights. We also might be required to seek a license for third-party intellectual property. Even if a license is available, we could be required to pay significant royalties or submit to unreasonable terms, which would increase our operating expenses. We may also be required to develop alternative non-infringing technology, which could require significant time and expense. If we cannot license or develop technology for any allegedly infringing aspect of our business, we would be forced to limit our service and may be unable to compete effectively. Any of these results could harm our business.

### Risk related to Nasdaq compliance due to board changes.

In 2024, the Company experienced changes in its Board composition, including the resignation of two directors and the appointment of one new independent director. While the Company has taken steps to maintain compliance with Nasdaq’s corporate governance requirements, including reconstituting its committees, there is a risk that future turnover or timing delays in appointments could lead to non-compliance with Nasdaq Listing Rule 5605. Such non-compliance could adversely affect the Company’s continued listing status.

**Audit Committee investigation may result in material adjustments or restatements.**

We may be required to restate our financial statements or make material adjustments due to ongoing investigations into past governance failures at our Chemrex subsidiary.

Our Audit Committee is actively investigating several historical transactions undertaken including related party transactions, unauthorized remuneration increases. If these investigations reveal breaches of financial controls, policy noncompliance, or accounting errors, we may be required to restate our financial statements, record impairments, or disclose material weaknesses in internal control over financial reporting. Such actions could adversely affect investor confidence, our stock price, and our ability to raise capital.

### Internal control deficiencies may persist despite remediation efforts.

Our internal controls over financial reporting may remain deficient due to legacy governance gaps and evolving compliance frameworks.

Specifically, the Company has experienced governance breakdowns, particularly at the subsidiary level, relating to approval processes, documentation, and internal oversight. While management and the Audit Committee have undertaken remediation efforts, including committee reconstitution and internal reviews, these measures may not be sufficient to prevent similar issues from recurring. If we are unable to design and maintain effective internal controls, we may be subject to regulatory scrutiny, reputational damage, or legal liability.

### We may face shareholder rejection of unratified transactions.

As stated in Item 1, Recent Events, “D – Chemrex Governance” above, certain Chremrex transactions were undertaken in fiscal year 2024 by Chemrex management which required shareholder approval. These transactions will be presented for ratification at an upcoming Chemrex shareholder meeting which will occur later in 2025. Failure to resolve these issues at the shareholder meeting could result in negative governance consequences.

As part of ongoing corporate governance reforms authorised by the Audit Committee, including the appointment of an Internal Auditor, the Audit Committee has resolved to present the following matters for shareholder ratification: (i) unauthorized director remuneration increases, (ii) payments to Mr. Wong Kim Hai, and (iii) the procurement arrangement with Quote Me Sdn. Bhd. If these transactions are not ratified, the Company may be required to reverse entries, record impairments, or initiate recovery actions, all of which could negatively affect our financial condition, governance credibility, or operational continuity.

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**We may pursue collaborations, in-licensing or out-license arrangements, joint ventures, strategic alliances, partnerships or other strategic investments or arrangements, which may fail to produce anticipated benefits and adversely affect the company’s operations.**

We may pursue opportunities for collaboration, in-licensing, out-license, joint ventures, acquisitions of products, assets or technology, strategic alliances, or partnerships that we believe would be complementary to or promote our existing business. Proposing, negotiating and implementing these opportunities may be a lengthy and complex process. Other companies, including those with substantially greater financial, marketing, sales, technology, or other business resources, may compete with us for these opportunities or arrangements. We may not be able to identify, secure, or complete any such transactions or arrangements in a timely manner, on a cost-effective basis, on acceptable terms, or at all.

We have limited experience with respect to these business development activities. Management and integration of a licensing arrangement, collaboration, joint venture or other strategic arrangement may disrupt our current operations, decrease our profitability, result in significant expenses, or divert management resources that otherwise would be available for our existing business. We may not realize the anticipated benefits of any such transaction or arrangement.

Furthermore, partners, collaborators, or other parties to such transactions or arrangements may fail to fully perform their obligations or meet its expectations or cooperate with us satisfactorily for various reasons and subject us to potential risks, including the followings:

- partners, collaborators, or other parties have significant discretion in determining the efforts and resources that they will apply to a transaction or arrangement;
- partners, collaborators, or other parties could independently develop, or develop with third parties, services and products that compete directly or indirectly with its services and products;
- partners, collaborators, or other parties may stop, delay or discontinue research and development, and commercialization efforts;
- partners, collaborators, or other parties may not properly maintain or defend our intellectual property rights or may use its intellectual property or proprietary information in a way that gives rise to actual or threatened litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to potential liability;
- disputes may arise between us and partners, collaborators, or other parties that cause the delay or termination of the research, development or commercialization of our services and products, or that result in costly litigation or arbitration that diverts management attention and resources;
- partners, collaborators, or other parties may be terminated and, if terminated, may result in a need for additional capital to pursue further development or commercialization of the applicable services and products; and
- partners, collaborators, or other parties may own or co-own intellectual property covering our services and products that results from our collaborations with them, and in such cases, we would not have the exclusive right to commercialize such intellectual property.

Any such transactions or arrangements may also require actions, consents, approval, waiver, participation, or involvement of various degrees from third parties, such as regulators, government authorities, creditors, licensors or licensees, related individuals, suppliers, distributors, shareholders or other stakeholders or interested parties. There is no assurance that such third parties will be cooperative as we desire, or at all, in which case we may be unable to carry out the relevant transactions or arrangements.

### Risks Related to Doing Business in the Southeast Asia Region

**Changes in policies in Malaysia and other Southeast Asian countries could have a significant impact upon the company’s ability to operate profitably in Malaysia and the Southeast Asia region.**

Changes in the political and economic policies of Malaysia and other governments in Southeast Asia may materially and adversely affect our business, financial condition and results of operations and may result in its inability to sustain its growth and expansion strategies. Accordingly, our financial condition and results of operations are affected to a significant extent by economic, political and legal developments in Southeast Asia region.

The Southeast Asia economy differs from the economies of most developed countries in many respects, including the extent of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. In addition, the government continues to play a significant role in regulating industry development by imposing industrial policies. The government also exercises significant control over economic growth by allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, regulating financial services and institutions and providing preferential treatment to particular industries or companies.

Local governments have implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall economy but may also have a negative effect on us. Our financial condition and results of operation could be materially and adversely affected by government control over capital investments or changes in tax regulations that are applicable to us. In addition, the government has implemented in the past certain measures, including interest rate increases, to control the pace of economic growth. These measures may cause decreased economic activity, which in turn could lead to a reduction in demand for its services and consequently have a material adverse effect on its businesses, financial condition and results of operations.

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**Developments in the social, political, regulatory and economic environment in Malaysia may have a material adverse impact on us.**

Our business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic developments in Malaysia. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation.

All sectors of the economy in 2023 across Malaysia saw their supply chains interrupted, demand for their products and services decline, shortages in supplies and inputs. We will emerge in a very different world compared to the one before the outbreak. All organizational functions are intended to prioritize and optimize spending or postpone tasks that will not bring value in the current environment. It created serious consequences because various businesses are facing massive losses due to their declining activities and the accompanying unpredictable future of many businesses. A substantial decrease has been observed in overall spending, which resulted in an array of estimated long-term uncertainty impacts. Consequently, many businesses and firms closed, and employees were dismissed. Towards a new recovery phase in 2023, most businesses and organizational functions were prioritizing our spending or postponing any tasks and events that do not bring any value to the current situation because even when the challenges are successfully addressed, this will not guarantee any promising future. Hence, we were alerted about the available survival strategies to sustain us throughout this unforeseen circumstance and in the future. A “new normal” indicates how we should digest the current situation and initiate a business growth pattern. Returning to the pre-pandemic business pattern will take time and depends on the government’s response to the population health and socioeconomic demands arising due to the pandemic.

Although the overall Malaysian economic environment (in which we predominantly operate) appears to be positive, there can be no assurance that this will continue to prevail in the future. Economic growth is determined by countless factors, and it is extremely difficult to predict with any level of absolute certainty.

**You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in Malaysia against the company or its management based on foreign laws, and the ability of U.S. authorities to bring actions in Malaysia may also be limited.**

The company’s operating subsidiaries are incorporated in Malaysia and conduct substantially all of its operations in Southeast Asia. All of our executive officers and directors reside outside the United States, and all their assets are located outside of the United States. As a result, it may be difficult or impossible for shareholders to bring an action against us or against these individuals in Malaysia in the event that you believe that your rights have been infringed under the securities laws of the United States or otherwise. Even if you are successful in bringing an action of this kind, the laws of Malaysia may render you unable to enforce a judgment against our assets or the assets of our directors and officers. There is no statutory recognition in Malaysia of judgments obtained in the United States, although the courts of Malaysia will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. The rights of shareholders to take legal action against us and our directors, actions by minority shareholders and the fiduciary responsibilities of its directors are to a large extent governed by the common law of Malaysia. The common law of Malaysia is derived in part from comparatively limited judicial precedent in Malaysia as well as from English common law, which provides persuasive, but not binding, authority in a court in Malaysia. The rights of our shareholders and the fiduciary responsibilities of its directors under Malaysian law are not as clearly established as they would be under statutes or judicial precedents in the United States. Malaysia has a less developed body of securities laws than the United States and provides significantly less protection to investors. As a result, our public shareholders may have more difficulty in protecting their interests through actions against us, its management, its directors or its major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States. In addition, to receive any form of remedy, the shareholders would have to engage Malaysian counsel regarding the process to receive any such remedy.

### We are subject to foreign exchange control policies in Malaysia.

The ability of our subsidiaries to pay dividends or make other payments may be restricted by the foreign exchange control policies in the countries where they operate. For example, there are foreign exchange policies in Malaysia which support the monitoring of capital flows into and out of the country in order to preserve its financial and economic stability. The foreign exchange policies are administered by the Foreign Exchange Administration, an arm of Bank Negara Malaysia (“BNM”), the central bank of Malaysia. The foreign exchange policies monitor and regulate both residents and non-residents. Under the current Foreign Exchange Administration rules issued by BNM, non-residents are free to repatriate any amount of funds from Malaysia in foreign currency other than the currency of Israel at any time (subject to limited exceptions), including capital, divestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, subject to any withholding tax. In the event BNM or any other country where we operate introduces any restrictions in the future, it may be affected in its ability to repatriate dividends or other payments from our subsidiaries in Malaysia or in such other countries. Since we rely principally on dividends and other payments from its subsidiaries for its cash requirements, any restrictions on such dividends or other payments could materially and adversely affect its liquidity, financial condition and results of operations.

### Volatility in our shares price may subject us to securities litigation.

The market for our shares may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

### We may never be able to pay dividends and are unlikely to do so.

To date, we have not paid, nor do we intend to pay in the foreseeable future, dividends on our common stock, even if we become profitable. Earnings, if any, are expected to be used to advance our activities and for working capital and general corporate purposes, rather than to make distributions to stockholders. Since we are not in a financial position to pay dividends on our common stock and future dividends are not presently being contemplated, investors are advised that return on investment in our common stock is restricted to an appreciation in the share price. The potential or likelihood of an increase in share price is uncertain.

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**Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of securities.**

Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of shares of our common stock, warrants to purchase shares of our common stock or other securities. In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our stockholders. We are authorized to issue an aggregate of 300,000,000 shares of common stock. We may issue additional shares of common stock or other securities that are convertible into or exercisable for our common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock may create downward pressure on the trading price of the common stock. We expect we will need to raise additional capital in the near future to meet our working capital needs, and there can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with these capital-raising efforts, including at a price (or exercise prices) below the price you paid for your stock.

**We are a “smaller reporting company,” and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.**

We are currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and annual revenues of less than $100 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company,” at such time as we cease being an “emerging growth company,” we will be required to provide additional disclosure in our SEC filings. However, similar to an “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

## Cybersecurity

As filed, 2,153 characters.

### Risk Management and Strategy

Our cybersecurity policies, standards, processes and practices are based on applicable laws and regulations and informed by industry standards and industry-recognized practices. Our strategy to assess, identify, and manage material cybersecurity risks is focused on preserving the confidentiality, security, and availability of our information systems and data. We implement security measures and processes to identify, prevent, and mitigate cybersecurity threats and to effectively respond to cybersecurity incidents when they occur. Our cyber risk management includes: (1) enterprise risk management to identify top cybersecurity risks; (2) vulnerability management to identify software vulnerabilities and risks related to compute infrastructure; (3) vendor risk management to identify risks related to third parties and business partners; (4) privacy risk management to identify privacy risks in our product and platforms and ensure regulatory compliance; and (5) security incident response to investigate, respond to, and mitigate cyber threats. As needed, we will engage third parties to identify risks in our underlying software and infrastructure, to provide threat intelligence, and to assist in triaging, identifying, and responding to cyber threats.

In 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents.

### Governance

Our Board of Directors maintains oversight of risks from cybersecurity threats. Our Chief Executive Officer is assigned oversight of cybersecurity risks. Our Chief Executive Officer is responsible for ensuring that management has processes in place designed to identify and evaluate cybersecurity risks to which the Company is exposed and to implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents.

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## Properties

As filed, 2,138 characters.

The corporate office for MRNA Scientific is located at Unit A-28-7, Level 28, Tower A, Menara UOA Bangsar, No.5 Jln Bangsar Utama 1, 59000 Kuala Lumpur, Malaysia. The lease commenced on June 1, 2024 and terminates on May 31, 2027, with option to extend till May 31, 2029. The space consists of 2,206 square feet with an annual rent of approximately $30,190.

We also have two laboratories. One of our laboratories is located at 4th Floor, Wisma Life Care, No. 5, Jalan Kerinchi, Bangsar South, 59200 Kuala Lumpur, Malaysia. The lease commenced on November 1, 2016 and terminates on October 31, 2023 but continues on a month to month basis. The annual rent is approximately $6,563. The other laboratory is located at Lab 353, University Science Malaysia, George Town, Penang, Malaysia. The lease commenced on December 1, 2017 and terminates on November 30, 2026. The space consists of 1,500 square feet with an annual rent of approximately $32,257.

On July 2, 2012, we purchased a 25,000 sq. ft wholesale distribution center at 4, Jalan CJ 1/6, Kawasan Perusahaan Cheras Jaya, 43200 Cheras, Selangor, Malaysia, and two investment properties for $1,395,210. The two investment properties are listed below.

- A 1,100 sq ft condominium located at No. B-17-03, Duet Residence, Jalan Kinrara 6, Bandar Kinrara, 47180 Puchong, Selangor, purchased on August 26, 2020;
- A 2,000 sq ft commercial building located at First floor, No. 2B Pelangi Avenue, Jalan Kelicap 42A/KU1, Klang Bandar, Diraja, 41050 Klang, Selangor purchased on September 21, 2020.

On July 1, 2024, we entered into a lease for Lot 238 and 239, Jalan Villaraya 1/9, Kawasan Industri Villaraya, 43500 Semenyih, Selangor. The lease terminates on June 30, 2025, with an option to extend for one year. The purpose of this lease is to establish a manufacturing facility for a new high-quality color paste production line.

On January 16, 2025, we entered into a lease for the unit at No. 65, Jalan CJ4/15-1A, Taman Cheras Jaya, 43200 Cheras, Selangor. The lease terminates on January 15, 2026. The purpose of this lease is to provide housing accommodation for our warehouse staff.

## Legal proceedings

As filed, 338 characters.

We are not subjected to nor engaged in any litigation, arbitration, or claim of material importance, and no litigation, arbitration, or claim of material importance is known to us to be pending or threatened by or against our Company that would have a material adverse effect on our Company's results of operations or financial condition.

## Management's discussion and analysis

As filed, 38,010 characters.

#### 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 years ended December 31, 2024 and December 31, 2023, 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 year ended December 31, 2024, 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.

#### Strong Liquidity Position and Clean Capital Structure

As of December 31, 2024, the Company had cash and cash equivalents of $4.37 million and total liquidity exceeding $6 million, including cash and cash equivalents and short-term liquid investments. 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.

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#### 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.
- May 2025 (Anticipated): Full Nasdaq compliance achieved, reinforcing market stability and investor confidence.

Our leadership team remains fully committed and confident in maintaining robust compliance with Nasdaq listing standards. We view compliance as fundamental to our growth strategy and market credibility. Our proactive compliance approach, prudent capital market strategies, and transparent shareholder communication reflect management's dedication to safeguarding shareholder value and company reputation.

#### Recent Developments

(a) Advisory Agreement.

On July 1, 2024, the Company entered into an advisory service agreement with Maxim Group LLC (“Maxim”) to provide merger and acquisition (M&A) services, general financial advisory services, and investment banking services to the Company. The Company agreed and issued 300,000 shares of our common stock to Maxim for such service. Pursuant to the agreement, Maxim agrees to return a proportionate number of the shares to the company if Maxim is in material breach of the agreement.

If at any time during the term of the agreement or within twelve months from the effective date of the termination of the agreement, the Company proposes to effect a public offering of its securities on a US exchange, private placement of securities or other financing, the Company shall offer to retain Maxim as sole book running manager of such offering, or as its exclusive placement or sales agent in connection with such financing or other matter, upon such terms as the parties may mutually agree.

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

Pursuant to a Form 8-K filed on April 18, 2024, the Company announced a strategic investment in Ascension Innovation Sdn Bhd (AISB), a privately held Malaysian company.

(c) Notification of Delisting and Stay of Suspension.

On November 6, 2023, the Company reported that it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) regarding the Company’s failure to comply with Nasdaq Continued Listing Rule (“Rule”) 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share. A failure to comply with Rule 5550(a)(2) exists when listed securities fail to maintain a closing bid price of at least $1.00 per share for 30 consecutive business days.

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Under Rule 5810(c)(3)(A), the Company automatically was provided a period of 180 calendar days, until May 6, 2024, to regain compliance.

The Company then applied to Nasdaq to receive an additional 180 calendar days to regain compliance. On August 8, 2024, the Company received notification from Nasdaq that the compliance period has been extended to November 4, 2024. If at any time during this 180-day period the closing bid price of the Company’s securities is at least $1.00 for a minimum of ten consecutive business days, the Company’s compliance will be regained.

On November 5, 2024, the Company received a notification from the Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company’s common stock will be delisted from the Nasdaq Capital Market due to its failure to comply with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1 per share. The Company had been provided two consecutive 180-day grace periods, ending on November 4, 2024, to regain compliance but was unable to meet the requirement within the designated period.

In response, on November 8, 2024, the Company submitted a formal request for a hearing before a Nasdaq Hearings Panel to appeal the delisting determination. The Nasdaq Hearings Department has acknowledged receipt of the Company’s hearing request, which stays the suspension of trading of the Company’s common stock pending a decision by the Panel. The Company intends to present a compliance plan at the hearing, including potential corrective actions such as a reverse stock split, among other strategic initiatives, to regain compliance with Nasdaq’s listing standards.

On December 27, 2024, the Company received a written notice from the Nasdaq Hearings Panel (the “Panel”) indicating that the Company has been granted a temporary exception to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share (the “Bid Price Rule”). The Company has until May 1, 2025, to regain compliance. As part of this compliance plan, the Company effected a reverse stock split, which became market effective on April 7, 2025, which resulted in every ten (10) shares immediately prior to the market effectiveness being consolidated into one (1) share on the market effective date. The company will have to close above the minimum bid price of $1 for a total of 10 trading days from the market effective date to regain compliance. Failure to regain compliance by May 1, 2025, will result in the delisting of the Company’s common stock from The Nasdaq Capital Market.

(d) Appointment of director, 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.

(e) Internal Controls Enhancement

During and subsequent to the reporting period ending September 30, 2024, 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.

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(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.

### Audit Committee Review and Governance Remediation

In 2024, our Audit Committee, composed solely of independent directors, undertook a comprehensive review of historical transactions at our wholly owned subsidiary, Chemrex Corporation Sdn. Bhd., following concerns raised about internal control procedures and board authorization. The review identified the following material items:

- A sale of Chemrex’s primary operating property to CCRE Composite Sdn. Bhd. was initiated without formal Board approval. This transaction has since been cancelled, and the deposit was forfeited in favor of the Company.
- Transactions with Honkuk Material Sdn. Bhd., a related party, were not submitted for prior Board or Audit Committee review, although no material misstatement has been identified to date.
- Director remuneration increases and payments to Mr. Wong Kim Hai were processed without documented approvals. These are scheduled to be presented to shareholders for ratification at the next Chemrex shareholder meeting.
- Procurement from Quote Me Sdn. Bhd., a dissolved entity at the time of transaction, is being accepted based on auditor confirmation of assets received and management representations.

As a result of these findings, the Board, in coordination with the Audit Committee, is implementing enhanced governance controls, updating approval workflows, and reviewing subsidiary-level delegations of authority. These steps are intended to strengthen oversight and align our corporate governance practices with Nasdaq and SEC expectations.

### Cybersecurity and Digital Assets Integration

On March 5, 2025, the Company announced its new Ethereum-focused treasury strategy. This decision marks the Company as the first Nasdaq-listed company to exclusively prioritize Ethereum (ETH) as a strategic treasury asset, and is in line with recent announcements of Ethereum being included in the US “Crypto Strategic Reserve.” The Company published its “Ethereum Strategy Whitepaper” on that same date, which is available https://www.bionexusgenelab.com/ethstrategy. As part of this strategy, Company will explore Ethereum-based financial applications and innovative treasury management practices which includes external custodian evaluations and independent review of our ETH-related treasury policies. The Company also is evaluating opportunities to further integrate blockchain technology into its core technology operations. Additionally, we are assessing the potential impact of Wyoming’s stablecoin issuance framework, which could further support Ethereum’s role in the evolving digital finance landscape. Further, on March 7, 2025, we announced our strategic partnership with ML Tech to optimize the BGLC’s Ethereum-based growth strategies. ML Tech is an AI-driven wealth management platform for digital assets regulated by the National Futures Association (NFA), and is headquartered in Miami, Florida. This collaboration follows the announced Ethereum treasury strategy by BGLC, marking its commitment to technological and financial innovation.

### Known Trends, Uncertainties, and Events

Looking ahead, we anticipate the following key developments will shape our operations:

- Full remediation of internal control deficiencies and establishment of a uniform group-level risk and compliance framework;
- Continued expansion into digital healthcare markets, including the deployment of capital into Malaysian government co-investment projects;
- Potential revenue acceleration through strategic alliances, mergers, or acquisitions facilitated by the Company’s investment banking advisor;
- Active evaluation of cryptocurrency and blockchain-based financial infrastructure as a treasury diversification tool, pending completion of internal legal and compliance reviews.

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### Result of Operations

### Exchange Rates

Translation of amounts from RM (MYR) into US$1.00 has been made at the following exchange rates for the respective years:

|  | December 31, 2024 | December 31, 2023 |
| --- | ---: | ---: |
| Year-end US$1.00: MYR exchange rate | 4.4755 | 4.5900 |

|  | January 1, 2024 to December 31, 2024 | January 1, 2023 to December 31, 2023 |
| --- | ---: | ---: |
| Yearly average US$1.00: MYR exchange rate | 4.5710 | 4.5658 |

**Results of Operations for the Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 (Audited).**

The following table sets forth key components of the results of operations for fiscal years ended December 31, 2024 and 2023, respectively.

The discussion following the table addresses these results.

| Consolidated | Year ended December 31, (Audited) 2024 | 2023 |
| --- | ---: | ---: |
| REVENUE (including $112,556 and $106,919 of revenue from related parties for the year ended December 31, 2024 and 2023 respectively) | $9,510,646 | $9,770,806 |
| COST OF REVENUE (including $297,736 and $184,433 of cost of revenue from related parties for the years ended December 31, 2024 and 2023, respectively) | (8,221,125) | (8,441,308) |
| GROSS PROFIT | 1,289,521 | 1,329,498 |
| OTHER INCOME | 2,072,473 | 486,036 |
| OPERATING EXPENSES |  |  |
| Sales and marketing | (2,030,684) | (596,858) |
| Research and development | (47,511) | (54,982) |
| General and administrative | (1,973,968) | (2,442,855) |
| Provision for expected credit losses | (883,533) | (1,314,427) |
| TOTAL OPERATING EXPENSES | (4,935,696) | (4,409,122) |
| **LOSS FROM OPERATIONS** | **(1,573,702)** | **(2,593,588)** |
| FINANCE COSTS | (21,146) | (13,929) |
| **LOSS BEFORE TAX** | **(1,594,848)** | **(2,607,517)** |
| Tax expense: |  |  |
| Deferred tax | 12,305 | 17,359 |
| Income tax | (15,799) | (38,885) |
| Tax expense | (3,494) | (21,526) |
| **NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS** | **$(1,598,342)** | **$(2,629,043)** |
| Other comprehensive income/(loss): |  |  |
| Foreign currency translation gain/(loss) | 122,294 | (268,232) |
| **COMPREHENSIVE LOSS** | **$(1,476,048)** | **$(2,897,275)** |

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*Revenues*. For the year ended December 31, 2024, we had revenues of $9,510,646 as compared to revenues of $9,770,806 for the year ended December 31, 2023, a decrease of approximately 2.7%. The 2024 revenue decrease was due to increased competition in the market, reduced selling price for resin and fiberglass mats and the lack of new projects in the Malaysian market.

*Cost of Revenues*. For the year ended December 31, 2024, we had cost of revenues of $8,221,125 as compared to cost of revenues of $8,441,308 for the year ended December 31, 2023, a decrease of approximately 2.6% due to lower sales caused by the above reasons.

*Other Income*. For the year ended December 31, 2024, we had other income of $2,072,473 as compared to other income of $486,036 for the year ended December 31, 2023, an increase of 326.4% for current year. The increase in other income for the current annual period was due primarily from Chemrex’ the reversal of expected credit losses of $1,689,412.

*Operating Expenses*. For the year ended December 31, 2024, we recorded operating expenses of $4,935,696, compared to $4,409,122 for the year ended December 31, 2023. This represents an increase of approximately 11.9%.

This increase was primarily driven by the following:

*Sales and Marketing Expenses*: For the year ended December 31, 2024, sales and marketing expenses were $2,030,684, compared to $596,585 for the year ended December 31, 2023. This represents an increase of 240.4%, mainly due to higher directors' remuneration and increased travel expenses.

*Research and Development Expenses*: For the year ended December 31, 2024, research and development expenses amounted to $47,511, compared to $54,982 for the year ended December 31, 2023. This represents a decrease of 13.6%, primarily due to a lab equipment malfunction which resulted in the IJN project being put on hold.

*General and Administrative Expenses*: For the year ended December 31, 2024, general and administrative expenses totaled $1,973,968, compared to $2,442,855 for the year ended December 31, 2023. This represents a decrease of 19.2%, mainly due to lower professional fees at the parent company level related to the Nasdaq listing in 2023, along with a reduction in share-based compensation.

*Provision for Expected Credit Losses*: For the year ended December 31, 2024, the provision for expected credit losses was $883,533, compared to $1,314,427 for the year ended December 31, 2023. This represents a decrease of 32.8%, primarily attributable to Chemrex.

*Loss from Operations*. We had a loss from operations of $1,573,702 for the year ended December 31, 2024, compared to a loss from operations of $2,593,588 for the year ended December 31, 2023, a reduction of 39.3% for the reasons discussed above.

*Tax Expense*. For the year ended December 31, 2024, we had the total tax expense of $3,494 due to deferred tax credit of $12,305 which offset a tax provision of $15,799. For the year ended December 31, 2023, we had the total tax expense of $21,526 due to a deferred tax credit of $17,359 which offset a tax provision of $38,885. The lower tax expenses were primarily due to lower operating profits.

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*Foreign Currency Translation Gain/(Loss)*. We are exposed to fluctuations in foreign exchange rates on the revaluation of monetary assets and liabilities denominated in currencies other than the US Dollar. Therefore, any change in the relevant exchange rate will require us to recognize a transaction gain or loss on revaluation. For the annual period ended December 31, 2024, we had foreign currency translation gain of $122,294 compared with foreign currency translation loss of $268,232 for the prior annual period.

|  | MRNA Scientific and Chemrex Corporation Provision for genomic screening services Year ended December 31, 2024 | Trading of industrial chemicals | Provision for genomic screening services Year ended December 31, 2023 | Trading of industrial chemicals |
| --- | ---: | ---: | ---: | ---: |
| REVENUE | $16,069 | $9,494,577 | $24,219 | $9,746,587 |
| COST OF REVENUE | (7,316) | (8,213,809) | (19,851) | (8,421,457) |
| GROSS PROFIT | 8,753 | 1,280,768 | 4,368 | 1,325,130 |
| OTHER INCOME |  |  |  |  |
| Dividend income | - | 68,130 | - | 61,409 |
| Interest income | 109,444 | 38,197 | 19,629 | 49,046 |
| Fair value gain on investments in equity securities | - | 69,476 | - | 306,614 |
| Gain on disposal of investments in equity securities | - | 38,409 | - | 7,245 |
| Reversal of expected credit losses | - | 1,689,412 | - | - |
| Others | 13,507 | 45,898 | - | 42,093 |
| TOTAL OTHER INCOME | 122,951 | 1,949,522 | 19,629 | 466,407 |
| OPERATING EXPENSES |  |  |  |  |
| Sales and marketing | (125,299) | (1,861,456) | (18,884) | (569,896) |
| Research and development | (47,511) | - | (54,982) | - |
| General and administrative | (194,038) | (679,321) | (171,881) | (134,678) |
| Provision for expected credit losses | - | (883,533) | - | (1,314,427) |
| TOTAL OPERATING EXPENSES | (366,848) | (3,424,310) | (245,747) | (2,019,001) |
| **LOSS FROM OPERATIONS** | **(235,144)** | **(194,020)** | **(221,750)** | **(227,464)** |
| FINANCE COSTS | (11,795) | (9,072) | (5,052) | (8,877) |
| **LOSS BEFORE TAX** | **(246,939)** | **(203,092)** | **(226,802)** | **(236,341)** |
| Tax expense |  |  |  |  |
| Deferred tax | **-** | 12,305 | 12,269 | 5,090 |
| Income tax | - | (15,799) | (2,613) | (36,272) |
| **Total tax (expense)/credit** | **-** | **(3,494)** | **9,656** | **(31,182)** |
| **NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS** | **$(246,939)** | **$(206,586)** | **$(217,146)** | **$(267,523)** |

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*Revenue.* For the year ended December 31, 2024, Chemrex contributed $9,494,577 (99.8%) of total combined revenue of $9,510,646 compared to its contribution of $9,746,587 (99.8%) of total combined revenue of $9,770,806 for the year ended December 31, 2023, a decrease of 2.59% from the prior year. As mentioned above, the revenue decrease in 2024 was due to increased competition in the market, reduced selling price for resin and fiberglass mats and the lack of new projects in the Malaysian market.

MRNA Scientific had a revenue of $16,069 (0.2%) for the year ended December 31, 2024, as compared to revenues of $24,219 (0.2%) from the same period ended December 31, 2023, a decrease of 33.70%. The decrease in revenue for 2024 was due to RNA machine breakdowns of our testing process that occurred during the current year end period along with fewer client referrals from diagnostics centers.

*Cost of Revenues*. For the year period ended December 31, 2024, Chemrex had incurred $8,213,809 (99.9%) of the total combined cost of revenue of $8,221,125 as compared to the year ended December 31, 2023, wherein Chemrex had incurred $8,421,457 (99.8%) of the total combined cost of revenue of $8,441,308. The decrease of 2.47% in Chemrex’s cost of revenues was due to its decreased in revenues and reasons stated above.

MRNA Scientific had incurred $7,316 (0.1%) on cost of revenues for the year ended December 31, 2024, as compared to cost of revenues of $19,851 (0.2%) for the same year ended December 31, 2023. The decrease of 63.1% was due to a reduction in purchases of extraction kits, reagents, and laboratory consumables attributable to our reduced sales.

*Other Income*. For the year ended December 31, 2024, Chemrex contributed $1,949,522 (94.1%) of total other combined income of $2,072,473 as compared to $466,407 (96%) of total combined income of $486,036 for the year ended December 31, 2023. The increase of 317.99 % is due to dividends received from other investments, interest income, capital gains on equity investment and the reversal expected credit losses of $1,689,412.

MRNA Scientific had other income of $122,951 (4.5%) of total other combined income of $2,072,473 for the year ended December 31, 2024, as compared $19,629 (4%) of total combined income of $486.036 for the year ended December 31, 2023, an increase of 526.4% due to bank interest generated and additional of rental income.

*Sales and Marketing.* For the year ended December 31, 2024, Chemrex incurred $1,861,456 (91.7%) of the total combined sales and marketing expenses of $2,030,684, compared to $569,896 (95.5%) of the total combined sales and marketing expenses of $596,858 for the year ended December 31, 2023. This represents an increase of 226.6% for Chemrex in 2024, primarily due to increases in commission and directors' remuneration, including statutory employment contributions.

MRNA Scientific incurred $125,299 (6.2%) of the total combined sales and marketing expenses of $2,030,684 for the year ended December 31, 2024, compared to $18,884 (3.2%) of the total combined sales and marketing expenses of $596,858 for the year ended December 31, 2023. This represents an increase of 563.5%. The increase includes $106,415 in directors' remuneration, as well as increases in staff salaries, travel expenses for marketing, and business development.

BGLC, the parent company, incurred $43,929 (2.2%) of the total combined sales and marketing expenses of $2,030,684 for the year ended December 31, 2024, compared to $8,078 (1.4%) of the total combined sales and marketing expenses of $596,858 for the year ended December 31, 2023. This represents an increase of $35,851 or approximately 443.8% in sales and marketing expenses for the year ended December 31, 2024. The increase was due to press release costs, business entertainment, and overseas travel expenses.

*Research and Development.* For the year ended December 31, 2024, MRNA Scientific incurred $47,511 (100%), compared to $54,982 (100%) for the year ended December 31, 2023. This represents a decrease of $7,471, or 13.59% from the prior year. The decrease was primarily due to the absence of costs related to the BGS test, as the National Heart Institute, Malaysia (IJN) project remained on hold during the year. This was a result of ongoing repairs to the lab equipment required for the project.

*General and Administrative.* For the year ended December 31, 2024, Chemrex incurred $679,321 (34.4%) of the total combined general and administrative expenses of $1,973,968, compared to $134,678 (5.5%) of the total combined general and administrative expenses of $2,442,855 for the year ended December 31, 2023. The increase of 404.4% in Chemrex's general and administrative expenses for 2024 due to staff salaries, loss on realized forex, travelling fee, cost of impairment loss on investment property and contract of services cost.

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*Provision for Expected Credit Losses:* For the year ended December 31, 2024, Chemrex incurred $883,533 (100%), compared to $1,314,427 (100%) for the year ended December 31, 2023. The decrease of 32.8% was due to the reduction of provisions for doubtful debts, as well as a reduction in the provision for losses allowance, which amounted to $883,533 in 2024, compared to $253,817 for doubtful debts and $1,060,610 for losses allowance in 2023.

MRNA Scientific incurred $194,038 (9.8%) of the total combined general and administrative for the year ended December 31, 2024, compared to $171,881 (7%) for the year ended December 31, 2023, representing an increase of 12.89%. The increase includes $22,157 in amortization of the right-of-use asset, depreciation of fixed assets, office utilities, loss on lease terminations, and loss arising from settlement of supplier.

BGLC, the parent company, incurred $1,100,609 (55.8%) of total general and administrative for the year ended December 31, 2024 compared to $2,136,296 (87.5%) of total general and administrative for the year ended December 31, 2023. This represents a decrease of $1,035,687 or approximately 48.48%, in general and administrative costs for the year ended December 31, 2024. The decrease was due to the reduction of professional expenses related to the Company's successful listing on Nasdaq, as well as costs incurred for advisory, legal, and underwriting services which occurred in the last year of 2023 which were not repeated in the same period of 2024. The reduction also includes discontinued expenses for consultant fees, medical advisers, investor relations services, and securities underwriting

*Loss Before Tax.* Chemrex had a loss before tax of $203,092 (12.7%) for the year ended December 31, 2024, as compared a loss before tax of $236,341 (9.1%) for the year ended December 31, 2023, a decrease of 14.07% for the reasons discussed above. MRNA Scientific incurred a loss of $246,939(15.48%) for the year ended December 31, 2024, compared a loss of $226,802 (8.7%) for the year ended December 31, 2023, a decrease of 8.9%, for the reasons discussed above.

*Income Tax Expense*. Chemrex had total tax expense of $3,494 (100%) which is a deferred tax credit of $12,305(100%) offset with tax provision of $15,799 (100%) for the year ended December 31, 2024, as compared to the last year ended December 31, 2023, total tax expenses of $31,182 (144.9.%) from deferred tax credit of $5,090 (29.3%) offset with tax provision of $36,272 (93.3%)

MRNA Scientific Malaysia had no tax provision for the year ended December 31, 2024, as compared to the last year ended December 31, 2023, total tax credit of $9,656 (-44.9%) from deferred tax credit of $12,269 (70.7%) and under tax provision for prior year of $2,613 (6.7%)

### LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2024, we had working capital of $5,479,146 compared with working capital of $6,415,877 as of December 31, 2023. The decrease in working capital as of December 31, 2024, from December 31, 2023, 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.

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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 provided by (used in) / generated from operating, investing, and financing activities for the year ended December 31, 2024, and 2023:

|  | Year Ended December 31, 2024 | 2023 |
| --- | ---: | ---: |
| Net cash used in operating activities | $(2,234,260) | $(1,822,212) |
| Net cash generated from/(used in) investing activities | 418,202 | (1,794,202) |
| Net cash generated from financing activities | 144,975 | 6,274,939 |
| Foreign currency translation adjustment | 40,339 | (259,679) |
| **Net Change in Cash and Cash Equivalents** | **$(1,630,744)** | **$2,398,846** |

#### Operating Activities

During the year ended December 31, 2024, the Company incurred a net loss of $(1,598,342) which, after adjusting for amortization, depreciation, dividend income, allowances for expected credit losses of $883,533, recoveries for expected credit losses of $(1,689,412), fair value gain on investments in equity securities, gain on disposal of investments, loss arising from settlement of supplier contract dispute of $29,534, impairment loss on property, an increase in inventories, advance payment from customer, a decrease in trade and other receivables, and a substantial increase in trade payables, resulted in net cash of $(2,234,260) being used in operating activities during the period.

By comparison, during the year ended December 31, 2023, the Company incurred a net loss of $(2,629,043) which, after adjusting for amortization, depreciation, dividend income, fair value gain investments in equity securities, allowances for expected credit losses of $942,800, an increase in inventories, operating lease liabilities, a decrease in trade receivables and a substantial reduction in trade payables, advance payment from customer, resulted in net cash of $(1,822,212) being used in operating activities during the period.

#### Investing Activities

During the year ended December 31, 2024, the Company had net cash of $418,202 generated from investment activities from acquisition of investments in equity securities of $(492,732), purchase of plant and equipment of $(226,989), fixed deposits placed of $(78,835) cash generated from dividend income of $68,130, proceeds from disposal of investments in equity securities of $1,068,777, and refund from settlement of supplier contract dispute at $79,851.

During the year ended December 31, 2023, the Company had net cash of $(1,794,202) used in investment activities from acquisition of investments in equity securities of $(320,733), purchase of plant and equipment of $(149,398), fixed deposits placed of $(1,411,626) cash generated from dividend income of $61,409 and proceeds from disposal of investments in equity securities of $26,146.

#### Financing Activities

During the year ended December 31, 2024, the Company generated net cash of $144,975 from financing activities due to advances from directors of $3,975 and share-based compensation of $141,000. By comparison, during the year ended December 31, 2023, Company had net cash of $6,274,939 generated from financing activities for shares subscriptions of initial public offering (IPO) of 1,473,500 shares at a price to the public of $4.00 per share for total proceeds of $5,750,000, advances from directors of $13,199 and share-based compensation of $511,740.

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## Controls and procedures

As filed, 3,581 characters.

#### Evaluation of Disclosure Controls and Procedures

As of December 31, 2024, the Company’s management, with the participation of the Chief Executive Officer and Acting Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended).

Based on that evaluation, management concluded that, as of December 31, 2024, the Company’s disclosure controls and procedures were not effective due to a deficiency in internal control over financial reporting identified at the Company’s wholly owned subsidiary, Chemrex Corporation Sdn. Bhd.

The deficiency related to a lack of oversight and inadequate delegation authority over certain financial transactions, which were executed without proper Board or Audit Committee approval. These issues arose during a period in which there was a temporary governance gap surrounding the resignation of key directors, including one member of the Audit Committee. Although these unauthorized transactions did not materially impact the Company’s financial statements, the absence of proper controls in this area due to the circumstances mentioned above resulted in a breakdown in the effectiveness of the Company’s disclosure controls and procedures.

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#### Management’s Report on Internal Control over Financial Reporting

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

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

Based on this assessment, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2024, due to the same significant deficiency described above.

Our independent Audit Committee swiftly identified and investigated governance irregularities at the subsidiary level, demonstrating strong oversight and proactive risk management.

### Remediation Plan

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

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

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

### Changes in Internal Controls over Financial Reporting

Except as described above, there were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Filed Apr 15, 2025.
Source: SEC EDGAR, the filing index for accession 0001477932-25-002725. Last ingested by Listed: Oct 24, 2026, 15:07 ET. No prices; not investment advice.