Business Description

Overview BioNexus Gene Lab Corp. is a Wyoming corporation with two principal operating subsidiaries in Malaysia: Chemrex Corporation Sdn. Bhd. (“Chemrex”) and MRNA Scientific Sdn. Bhd. (“MRNA Scientific”). Chemrex is engaged in the distribution of chemical raw materials, primarily for industrial applications in Southeast Asia. MRNA Scientific is engaged in the development and provision of blood-based genomic screening services intended to support early disease risk assessment and health management. In November 2025, the Company entered into a Share Subscription and Shareholders’ Agreement with Fidelion Diagnostics Pte. Ltd. (“Fidelion”) and related parties, and also entered into an exclusive Southeast Asia intellectual property license arrangement relating to the VitaGuard™ minimal residual disease platform. These transactions expanded the Company’s strategic focus in molecular diagnostics and oncology-related screening technologies. The Company’s principal executive office is located at Unit A-28-7, Level 28, Tower A, Menara UOA Bangsar, No. 5 Jalan Bangsar Utama 1, 59000 Kuala Lumpur, Malaysia. The Company’s telephone number is +1 307 241 6898 and its website is www.bionexusgenelab.com. Information contained on, or accessible through, the Company’s website is not incorporated by reference into this Annual Report on Form 10-K. Current Operations and Key Recent Developments The Company, through its wholly owned subsidiary Chemrex, focuses on the sale of chemical raw materials for the manufacture of industrial, medical, appliance, aero, automotive, mechanical, and electronic industries in the Southeast Asia region. These countries include Malaysia, Indonesia, Vietnam, and other countries in Southeast Asia. In addition, through its wholly owned subsidiary MRNA Scientific, the Company conducts genomic screening and related laboratory services. MRNA Scientific’s services involve blood-based analysis intended to provide risk-related information with respect to certain disease categories. The Company continues to evaluate MRNA Scientific’s operations, commercial opportunities, and strategic direction. In November 2025, the Company completed a Share Subscription and Shareholders’ Agreement with Fidelion Diagnostics Pte. Ltd., a Singapore company (“Fidelion”). The parties also entered into an Intellectual Property License Agreement, pursuant to which the Company obtained exclusive commercial rights to the VitaGuard™ Minimal Residual Disease (MRD) platform in the ASEAN region, on a perpetual and exclusive basis. VitaGuard™ is a next-generation, AI-enabled platform for minimal residual disease (MRD) monitoring. Designed as a high-efficiency, high-fidelity liquid biopsy system, VitaGuard™ enables clinicians to detect early signs of cancer recurrence and support precision-treatment decision making. In January 2026, the Company announced the formal commencement of the deployment phase for the VitaGuard™ MRD platform in connection with its licensing arrangement. In November 2025, the Company also filed a registration statement on Form S-3 to register securities that may be offered from time to time and entered into an Equity Distribution Agreement with Maxim Group LLC for an at-the-market offering program. During 2025, the Company also continued its governance remediation efforts relating to historical control and approval issues identified at Chemrex. Corporate History The Company was incorporated in the State of Wyoming on May 12, 2017. On August 23, 2017, the Company acquired all of the outstanding capital stock of MRNA Scientific Sdn. Bhd. (formerly BioNexus Gene Lab Sdn. Bhd), a Malaysian corporation incorporated in Malaysia on April 7, 2015, which it then subsequently changed its name to MRNA Scientific Sdn. Bhd. (“MRNA Scientific”) on September 19, 2023.…