bglc_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025

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

Commission File Number: 001-41750

BioNexus Gene Lab Corp.

(Exact name of registrant as specified in its charter)

Wyoming		35-2604830
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

Unit A-28-7, Level 28, Tower A, Menara UOA Bangsar, No.5 Jln Bangsar Utama 1, Kuala Lumpur, Malaysia		59000
(Address of Principal Executive Offices)		(Zip Code)

+1 307 241 6898

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

As of May 15, 2025, there were 1,796,597 shares of common stock, no par value per share, issued and outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		Page
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	38
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39
SIGNATURES		40

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CAUTIONARY NOTE REGARDING

FORWARD-LOOKING STATEMENTS

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

	·	our goals and strategies;

	·	our future business development, results of operations and financial condition;

	·	our estimates regarding expenses, future revenues, capital requirements and our need for additional financing;

	·	our estimates regarding the market opportunity for our services;

	·	the impact of government laws and regulations;

	·	our ability to recruit and retain qualified personnel;

	·	our failure to comply with regulatory guidelines;

	·	uncertainty in industry demand;

	·	general economic conditions and market conditions in the financial services industry;

	·	future sales of large blocks or our securities, which may adversely impact our share price; and

	·	depth of the trading market in our securities.

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

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

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. Financial Statements

BIONEXUS GENE LAB CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2025 AND DECEMBER 31, 2024

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

			As of
			March 31,		December 31,
	Note		2025		2024
			(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS
Cash and bank balances				1,091,201		1,583,479
Fixed deposits placed with financial institutions (including $1,505,989 and $1,490,461 of fixed deposits with original maturities more than 3 months as of March 31, 2025 and December 31, 2024)				2,504,226		2,793,948
Trade receivables, net of allowance for credit losses of $537,991 and $517,877 as of March 31, 2025 and December 31, 2024 respectively (including $16,134 and $47,272 of trade receivables from related parties as of March 31, 2025 and December 31, 2024 respectively)		3		1,442,154		1,376,571
Other receivables, deposits and prepayments				235,727		203,660
Tax recoverable		4		89,937		84,167
Inventories				1,179,144		1,388,624
Total current assets				6,542,389		7,430,449

NON-CURRENT ASSETS
Operating lease right-of-use assets		5		203,923		215,243
Property, plant and equipment, net		6		1,520,279		1,522,990
Investments in equity securities		7		1,213,348		1,265,166
Total non-current assets				2,937,550		3,003,399
TOTAL ASSETS			$	9,479,939		10,433,848

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Trade payables		8		1,182,723		1,503,326
Other payables and accrued liabilities				287,189		284,108
Current portion of operating lease liabilities		5		52,173		50,816
Advance payment from customer				21,964		95,879
Amount owing to directors				16,314		17,174
Total current liabilities				1,560,363		1,951,303

NON-CURRENT LIABILITIES
Non-current portion of operating lease liabilities		5		147,940		159,741
Deferred tax liabilities		4		-		-
Total non-current liabilities				147,940		159,741
TOTAL LIABILITIES			$	1,708,303		2,111,044

See accompanying notes to the consolidated financial statements.

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (CONT’D)

BIONEXUS GENE LAB CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2025 AND DECEMBER 31, 2024

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

			As of
			March 31,			December 31,
	Note		2025			2024
			(Unaudited)			(Audited)
STOCKHOLDERS’ EQUITY
As at March 31, 2025, 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, 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 (on a post-reverse stock split basis)*		12	$	17,332,315		$	17,332,315
Additional paid in capital				(5,011,891	)		(5,011,891	)
Accumulated deficit				(4,065,947	)		(3,442,620	)
Accumulated other comprehensive losses				(482,841	)		(555,000	)
TOTAL STOCKHOLDERS’ EQUITY				7,771,636			8,322,804

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	9,479,939		$	10,433,848

* 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 THREE MONTHS ENDED MARCH 31, 2025 AND 2024

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

(Unaudited)

	Three months ended
	March 31,
	2025			2024

REVENUE (including $16,070 and $34,086 of revenue from related parties for the period ended March 31, 2025 and 2024 respectively)	$	2,137,075		$	2,381,851

COST OF REVENUE (including $nil and $77,214 of cost of revenue from related parties for the periods ended March 31, 2025 and 2024, respectively)		(1,793,582	)		(2,016,820	)

GROSS PROFIT		343,493			365,031

OTHER INCOME
Dividend income		8,934			8,946
Interest income		23,568			28,983
Fair value gain on investments in equity securities		4,514			84,785
Gain on disposal of investments in equity securities		-			6,181
Reversal of expected credit losses		25,153			31,752
Others		29,251			41,200
TOTAL OTHER INCOME		91,420			201,847

OPERATING EXPENSES
Sales and marketing		(540,695	)		(153,871	)
Research and development		(12,139	)		(11,475	)
General and administrative (including $1,044 and $nil of rental expenses to related party for the periods ended March 31, 2025 and 2024, respectively)		(391,876	)		(315,794	)
Fair value loss on investments in equity securities		(68,497	)		(44,297	)
Provision for expected credit losses		(40,124	)		(120,469	)
TOTAL OPERATING EXPENSES		(1,053,331	)		(645,906	)

LOSS FROM OPERATIONS		(618,418	)		(79,028	)

FINANCE COSTS		(4,909	)		(4,661	)

LOSS BEFORE TAX		(623,327	)		(83,689	)

Tax expense		-			(20,068	)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(623,327	)	$	(103,757	)

Other comprehensive income/(loss)
Foreign currency translation gain/(loss)		72,159			(209,908	)

COMPREHENSIVE LOSS	$	(551,168	)	$	(313,665	)

Earnings per share - Basic and diluted		(0.035	)		(0.006	)
Weighted average number of common stocks outstanding, Basic and Diluted #		17,967,663			17,667,663

# 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 condensed consolidated financial statements.

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BIONEXUS GENE LAB CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

AS OF MARCH 31, 2025 AND 2024

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

(Unaudited)

	Common stock				Additional						Accumulated other			Total
	Number of shares		Amount		paid in capital			Accumulated deficit			comprehensive losses			stockholders’ equity
Balance as of December 31, 2023		17,667,663	$	17,191,315	$	(5,011,891	)	$	(1,844,278	)	$	(677,294	)	$	9,657,852
Net loss for the period		-		-		-			(103,757	)		-			(103,757	)
Foreign currency translation loss		-		-		-			-			(209,908	)		(209,908	)
Balance as of March 31, 2024		17,667,663	$	17,191,315	$	(5,011,891	)	$	(1,948,035	)	$	(887,202	)	$	9,344,187

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 as described in Note 12.

	Common stock				Additional						Accumulated other			Total
	Number of shares		Amount		paid in capital			Accumulated deficit			comprehensive losses			stockholders’ equity
Balance as of December 31, 2024		17,967,663	$	17,332,315	$	(5,011,891	)	$	(3,442,620	)	$	(555,000	)	$	8,322,804
Net loss for the period		-		-		-			(623,327	)		-			(623,327	)
Foreign currency translation gain		-		-		-			-			72,159			72,159
Balance as of March 31, 2025		17,967,663	$	17,332,315	$	(5,011,891	)	$	(4,065,947	)	$	(482,841	)	$	7,771,636

See accompanying notes to the condensed consolidated financial statements.

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BIONEXUS GENE LAB CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

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

(Unaudited)

	Three months ended
	March 31,
	2025			2024
Cash flows from operating activities:
Net loss	$	(623,327	)	$	(103,757	)

Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of right-of-use asset		13,379			9,448
Allowances for expected credit losses		40,124			120,469
Recoveries for expected credit losses		(25,153	)		(31,752	)
Depreciation of property, plant and equipment		26,642			20,138
Dividend income		(8,934	)		(8,946	)
Fair value loss/(gain) on investments in equity securities		63,983			(40,488	)
Gain on disposal of investments in equity securities		-			(6,181	)
Operating loss before working capital changes		(513,286	)		(41,069	)

Changes in operating assets and liabilities:
Inventories		209,480			60,817
Trade and other receivables		(112,615	)		(112,473	)
Trade and other payables		(317,522	)		55,227
Advance payment from customer		(73,915	)		5,578
Operating lease liabilities		(10,444	)		(12,041	)
Tax (liabilities)/recoverable		(5,770	)		6,808
Net cash used in operating activities		(824,072	)		(37,153	)

Cash flows from investing activities: