BioNexus Gene Lab Corp.

Overview

BioNexus Gene Lab Corp. is a Wyoming corporation that owns two wholly owned Malaysian subsidiaries:

• Chemrex Corporation Sdn. Bhd. — wholesale distributor of chemical raw materials for industrial applications across Southeast Asia.
• MRNA Scientific Sdn. Bhd. — provider of blood-based genomic screening services for early disease risk assessment and health management.

Key corporate actions and financing:

• November 2025: Entered a Share Subscription and Shareholders’ Agreement with Fidelion Diagnostics Pte. Ltd. and related parties and secured perpetual, exclusive ASEAN rights to the VitaGuard™ Minimal Residual Disease (MRD) platform.
• January 2026: Commenced the deployment phase for the VitaGuard MRD platform under the ASEAN license.
• November 2025: Filed a Form S-3 shelf to register up to USD 100 million of securities and entered an Equity Distribution Agreement with Maxim Group LLC for an at-the-market (ATM) program. As of the filing, 53,478 shares had been sold under the ATM for USD 267,311.
• Governance and fundraising activities continued into 2025, including remediation efforts at Chemrex and ongoing governance reviews.

Principal executive offices are in Kuala Lumpur, Malaysia; the company lists Wyoming as its U.S. headquarters for filing purposes.

Core businesses

Chemrex — Chemical raw materials distribution

• Business model and products:
  • Wholesale supplier of a broad range of chemical raw materials with emphasis on fibre reinforced polymers (FRP).
  • End markets include construction, medical devices, appliances, aerospace, automotive, mechanical, and electronics across Malaysia, Indonesia, Vietnam and other regional markets.
  • Product examples: polyester resins (e.g., SHCP 268, Polyester Resin 9509, Polyester Resin 2802) used in handrails, marine components, train seats and other FRP products.
• Customers:
  • Revenue is primarily from manufacturers, fabricators and contractors, with many repeat customers.
  • Top five customers in 2025 accounted for USD 2,031,461, representing 27.43% of revenue. Based on that share, 2025 total revenue is approximately USD 7.41 million.
• Suppliers and costs:
  • In 2025 two suppliers accounted for 23.83% and 15.01% of total purchases (combined 38.84%).
  • The company sources raw materials from multiple suppliers and reports alternative suppliers are available if needed.
• Operations and risk highlights:
  • The chemical raw materials industry is cyclical and sensitive to macroeconomic conditions; supply disruptions and price volatility can affect margins.
  • Many supplier and customer agreements are oral and terminable on notice, which can create margin or supply risks.
  • Quality control focuses on incoming inspection, batch traceability and documentation; returns for manufacturing defects are accommodated.

MRNA Scientific — Blood-based genomic screening services

• Business model and services:
  • Provides genomic screening using RNA expression patterns from blood samples to assess disease risk and support personalized health management.
  • Panels screen for 11 conditions, including eight cancer types (nasopharyngeal, lung, liver, stomach, breast, cervical, prostate, colon), two inflammatory bowel diseases (ulcerative colitis and Crohn’s), osteoarthritis, and cardiovascular/neurological risk markers added in 2023–2024.
  • Revenue is generated from screening blood samples collected by third-party healthcare providers (doctors, labs, hospitals) using proprietary biomarkers and in-house analysis.
• Process and safeguards:
  • Samples are processed in Malaysia; RNA is extracted, processed and analyzed with proprietary software to generate risk reports for clinicians.
  • Reports include disease-risk charts and interpretations and include disclaimers that they are not a substitute for physician judgment.
• Technology and IP:
  • Core IP elements include proprietary biomarkers, an RNA-based assay and an algorithm developed by Dr. Choong-Chin Liew.
  • Development includes cloud-based software (SaaS) for data analysis and relies on trade secrets and confidentiality agreements.
• Growth and commercialization:
  • Historically marketed to healthcare providers, labs, hospitals and some corporate clients in Malaysia.
  • 2025 activity focused on evaluating commercialization strategies, provider relationships, outsourcing and partnership models.
  • Growth plans emphasize referrals in Klang Valley, expanded marketing, expansion to other Malaysian cities and potential opportunities in Europe.
• Regulatory and risk considerations:
  • The business faces regulatory and privacy risks related to handling sensitive health data, and expansion into new markets increases regulatory exposure.
  • Product liability and data security risks are material considerations, as are privacy compliance and open-source software licensing implications.

Shared and supporting details

Intellectual property

• VitaGuard MRD platform: exclusive, perpetual rights for ASEAN.
• Trademark: one registered in Malaysia.
• IP strategy includes trade secrets and confidentiality protections; SaaS/software development for data analysis is ongoing.

Corporate development and financing

• Public offering and reverse splits:
  • July 2023: Underwritten public offering; 1,437,500 shares sold including overallotment, gross proceeds around USD 5.75 million.
  • Reverse stock split history: adjustments in 2023 and a 1-for-10 reverse split effective April 7, 2025, as approved at a special meeting in 2025.
• Shelf and ATM:
  • November 7, 2025: Filed Form S-3 to register up to USD 100 million; Equity Distribution Agreement with Maxim Group LLC for an ATM program up to USD 20 million.
  • As of filing, 53,478 shares sold for USD 267,311.
• VitaGuard deployment began January 2026.

Corporate structure

• BioNexus Gene Lab Corp. (Wyoming) owns 100% of Chemrex Corporation Sdn. Bhd. and 100% of MRNA Scientific Sdn. Bhd.
• The company reports related operations under BGLC with three employees (CEO, CFO, administrative staff) included in the overall headcount.

Employees and equity plan

• Employee counts:
  • Chemrex: 6 full-time
  • MRNA Scientific: 10 full-time
  • BGLC: 3 employees
  • Total: 19 employees
• 2025 Equity Incentive Plan approved; approximately 403,000 shares reserved for issuance, subject to annual increases.

Properties and facilities

• MRNA Scientific head office: Kuala Lumpur (leases covering 2024–2027 with extension options).
• Laboratories:
  • Kuala Lumpur lab (Bangsar South): leased space.
  • Penang lab (University Science Malaysia, George Town): leased space.
• Property holdings and leases:
  • 25,000 sq ft wholesale distribution center in Cheras Jaya (purchased 2012).
  • Investment properties: a condominium in Kinrara and a commercial building in Klang (purchased 2020).
  • Manufacturing: new color paste production line facility leased in Semenyih (lease from July 1, 2024 to June 30, 2026, with a one-year extension option).

Financial snapshot and profitability

• Top-five customers accounted for USD 2,031,461, or 27.43% of 2025 revenue. That share implies total 2025 revenue of approximately USD 7.41 million.
• The company has not achieved profitability for the last three fiscal years and expects it may continue to incur losses.
• The company indicates a need for additional capital to fund operations and growth; future equity or debt financings could dilute existing shareholders.

Customer and market focus

• Chemrex serves regional manufacturers in Southeast Asia with FRP and related raw materials.
• MRNA Scientific targets healthcare providers, laboratories, hospitals and corporate clients in Malaysia, with plans to expand to other regions and potential opportunities in Europe.

Risk and regulatory context

• Governance and internal-control remediation is ongoing at Chemrex, and investigations into historical governance and related-party transactions are in progress.
• Regulatory exposure includes Malaysian pathology and licensing requirements, foreign exchange controls and data/privacy regulations applicable to health data.
• Cross-border operations introduce currency, regulatory and market risks.