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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31,September 30, 2023 

OR

☐

☐TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________

Commission File Number: 333-229399

BIONEXUS GENE LAB CORP.

(Exact name of registrant as specified in its charter)

Wyoming		35-2604830
(Exact nameState or Other Jurisdiction of registrant as specified in its charter) Incorporation or Organization)		(I.R.S. Employer Identification No.)

Unit 02, Level 10 Tower B, Avenue 3, The Vertical

Business Suite II Bangsar South No. 8 Jalan Kerinchi

Kuala Lumpur, Malaysia

59200

(Address of Principal Executive Offices)

(Zip Code)

+60 1221-26512

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:None

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	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth 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 March 31,November 20, 2023, the aggregate market value of shares held by non-affiliates of the registrant was approximately $48,487,449.

As of the date of this filing, there were 173,718,15217,667,663 shares of common stock, no par value per share, issued and outstanding.

TABLE OF CONTENTS

				Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements			4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		26	30
Item 4.	Controls and Procedures		27	31
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		28	32
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds		28	32
Item 3.	Defaults Upon Senior Securities		28	32
Item 4.	Mine Safety Disclosures		28	32
Item 5.	Other Information		28	32
Item 6.	Exhibits		29
			33
SIGNATURES			30	34

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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 expenses, future revenues, capital requirementsthe market opportunity for our services;
	●	the impact of government laws and our need for additional financing;regulations;
	●	our estimates regarding the market opportunity for our services;
	●	the impact of government lawsability to recruit and regulations;retain qualified personnel;
	●	our abilityfailure to recruit and retain qualified personnel;comply with regulatory guidelines;
	●	our failure to comply with regulatory guidelines;uncertainty in industry demand;
	●	uncertaintygeneral economic conditions and market conditions in industry demand;the financial services industry;
	●	general economic conditionsfuture sales of large blocks or our securities, which may adversely impact our share price; and market conditions in the financial services industry;
	●	future salesdepth of large blocks orthe trading market in our securities, which may adversely impact our share price; andsecurities.

●

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, 2022 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.

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PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements

BIONEXUS GENE LAB CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31,SEPTEMBER 30, 2023 AND DECEMBER 31, 2022

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

						As of
						September 30,				December 31,
		Note				2023				2022
						(Unaudited)				(Audited)
ASSETS
CURRENT ASSETS
Cash and bank balances							4,704,785				611,849
Fixed deposits placed with financial institutions							1,442,098				1,507,015
Trade receivables			3				900,396				2,868,364
Other receivables, deposits and prepayments							110,793				25,240
Tax recoverable			4				3,838				31,551
Inventories							1,107,917				977,807
Total current assets							8,269,827				6,021,826
NON-CURRENT ASSETS
Operating lease right of use assets			5				147,916				55,730
Property, plant and equipment, net			6				1,496,562				1,511,708
Other investments			7				1,551,217				1,150,898
Total non-current assets							3,195,695				2,718,336
TOTAL ASSETS						$	11,465,522			$	8,740,162
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Trade payables			8				1,569,992				1,861,015
Other payables and accrued liabilities							29,776				103,370
Current portion of operating lease liabilities			5				33,897				16,569
Advance payment from customer							8,218				23,123
Tax payables							2,177				-
Total current liabilities							1,644,060				2,004,077
NON-CURRENT LIABILITIES
Non-current portion of operating lease liabilities			5				104,867				40,206
Deferred tax liabilities			4				28,880				30,866
Total non-current liabilities							133,747				71,072
TOTAL LIABILITIES						$	1,777,807			$	2,075,149
STOCKHOLDERS’ EQUITY
As at September 30, 2023, common stock, no par value; 300,000,000 shares authorized and 17,792,663 shares outstanding, and preferred stock, no par value; 30,000,000 shares authorized and no shares outstanding. As at December 31, 2022, common stock, no par value; 300,000,000 shares authorized and 14,476,628 shares outstanding, and preferred stock, no par value; 30,000,000 shares authorized and no shares outstanding (on a post-reverse stock split basis)*.			10				17,280,269				10,929,574
Additional paid in capital							(5,011,891	)			(5,011,891	)
Accumulated (losses)/surplus							(1,780,068	)			1,156,392
Accumulated other comprehensive losses							(800,595	)			(409,062	)
TOTAL STOCKHOLDERS’ EQUITY							9,687,715				6,665,013
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY						$	11,465,522			$	8,740,162

* 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 10.

See accompanying notes to the condensed consolidated financial statements.

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BIONEXUS GENE LAB CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED MARCH 31,SEPTEMBER 30, 2023 AND 2022

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

(Unaudited)

		Three months ended								Nine months ended
		September 30,								September 30,
		2023				2022				2023				2022
REVENUE		$	2,553,686			$	2,575,086			$	7,497,739			$	8,089,132
COST OF REVENUE			(2,199,354	)			(2,275,587	)			(6,434,796	)			(7,169,329	)
GROSS PROFIT			354,332				299,499				1,062,943				919,803
OTHER INCOME			199,284				54,110				511,792				153,340
OPERATING EXPENSES
General and administrative			(3,081,082	)			(418,824	)			(4,425,031	)			(1,241,631	)
LOSS FROM OPERATIONS			(2,527,466	)			(65,215	)			(2,850,296	)			(168,488	)
FINANCE COSTS			(4,259	)			(2,072	)			(9,746	)			(7,717	)
LOSS BEFORE TAX			(2,531,725	)			(67,287	)			(2,860,042	)			(176,205	)
Tax expense			(76,418	)			(10,114	)			(76,418	)			(22,792	)
NET LOSS		$	(2,608,143	)		$	(77,401	)		$	(2,936,460	)		$	(198,997	)
Other comprehensive income:
Foreign currency translation loss			(18,603	)			(320,592	)			(391,533	)			(707,128	)
COMPREHENSIVE LOSS		$	(2,626,746	)		$	(397,993	)		$	(3,327,993	)		$	(906,125	)
Earnings per share - Basic and diluted			(0.024	)			(0.063	)			(0.025	)			(0.063	)
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 10.			134,745,041				14,409,733				134,745,041				14,409,733

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,SEPTEMBER 30, 2023 AND 2022

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

																		Accumulated
		Common stock								Additional paid in				Accumulated				other comprehensive				Total
		Number of shares				Amount				capital				surplus				loss				Equity
Balance as of December 31, 2021			14,272,605			$	10,779,574			$	(5,011,891	)		$	1,512,358			$	(100,262	)		$	7,179,779
Net profit for the period			-				-				-				17,066				-				17,066
Foreign currency translation loss			-				-				-				-				(68,776	)			(68,776	)
Balance as of March 31, 2022			14,272,605			$	10,779,574			$	(5,011,891	)		$	1,529,424			$	(169,038	)		$	7,128,069
Net loss for the period			-				-				-				(138,662	)			-				(138,662	)
Issuance of shares			208,333				150,000				-				-				-				150,000
Foreign currency translation loss			-				-				-				-				(317,760	)			(317,760	)
Balance as of June 30, 2022			14,480,938			$	10,929,574			$	(5,011,891	)		$	1,390,762			$	(486,798	)		$	6,821,647
Net loss for the period			-				-				-				(77,401	)			-				(77,401	)
Foreign currency translation loss			-				-				-				-				(320,592	)			(320,592	)
Balance as of September 30, 2022			14,480,938			$	10,929,574			$	(5,011,891	)		$	1,313,3612			$	(807,390	)		$	6,423,654

		Common stock								Additional paid in				Accumulated				Accumulated other comprehensive				Total
		Number of shares				Amount				capital				surplus				loss				Equity
Balance as of December 31, 2022			14,480,938			$	10,929,574			$	(5,011,891	)		$	1,156,392			$	(409,062	)		$	6,665,013
Net loss for the period			-				-				-				(69,066	)			-				(69,066	)
Foreign currency translation loss			-				-				-				-				(39,039	)			(39,039	)
Balance as of March 31, 2023			14,480,938			$	10,929,574			$	(5,011,891	)		$	1,087,326			$	(448,101	)		$	6,556,908
Net loss for the period			-				-				-				(259,251	)			-				(259,251	)
Foreign currency translation loss			-				-				-				-				(333,891	)			(333,891	)
Balance as of June 30, 2023			14,480,938			$	10,929,574			$	(5,011,891	)		$	828,075			$	(781,992	)		$	5,963,766
Net loss for the period			-				-				-				(2,608,143	)			-				(2,608,143	)
Issuance of shares			3,311,725				6,350,695				-				-				-				6,350,695
Foreign currency translation loss			-				-				-				-				(18,603	)			(18,603	)
Balance as of September 30, 2023			17,792,663			$	17,280,269			$	(5,011,891	)		$	(1,780,068	)		$	(800,595	)		$	9,687,715

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 10.

See accompanying notes to the condensed consolidated financial statements. 

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BIONEXUS GENE LAB CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREENINE MONTHS ENDED MARCH 31,SEPTEMBER 30, 2023 AND 2022

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

(Unaudited)

		Nine months ended September 30,
		2023				2022
Cash flows from operating activities:
Net loss		$	(2,936,460	)		$	(198,997	)
Adjustments to reconcile net loss to net cash used in from operating activities:
Amortization of right of use asset			15,620				12,754
Allowances for expected credit losses			1,372,573				-
Bad debts			4,175				-
Depreciation of property, plant and equipment			63,147				66,608
Dividend income			(48,892	)			(34,523	)
Fair value (gain)/loss on other investments			(223,284	)			128,683
Loss on disposal of other investments			-				1,798
Interest			6,794				5,521
Property, plant and equipment written off			18				-
Share-base compensation			600,695				-
Stock written off			392				-
Operating loss before working capital changes			(1,145,222	)			(18,156	)
Changes in operating assets and liabilities:
Inventories			(130,502	)			425,972
Trade and other receivables			505,667				638,401
Deferred cost of revenue			-				67,606
Trade and other payables			(364,617	)			(769,436	)
Advance payment from customer			(14,905	)			(21,810	)
Deferred revenue			-				(77,276	)
Operating lease liabilities			81,989				(17,009	)
Tax recoverable			27,904				(153,209	)
Net cash (used in)/generated from operating activities			(1,039,686	)			75,083
Cash flows from investing activities:
Acquisition of other investment			(296,109	)			(397,974	)
Dividend income			48,892				34,523
Purchase of plant and equipment			(148,461	)			(37,144	)
Proceeds from disposal of other investments			26,854				-
Net cash used in investing activities			(368,824	)			(400,595	)

Cash flows from financing activities:
Interest			(6,794	)			(5,521	)
Repayment of finance lease			-				(34,038	)
Shares subscriptions			5,750,000				150,000
Net cash generated from financing activities			5,743,206				110,441
Foreign currency translation adjustment			(306,677	)			(446,579	)
NET CHANGE IN CASH AND CASH EQUIVALENTS			4,028,019				(661,650	)
CASH AND CASH EQUIVALENTS, BEGINNING OF FINANCIAL PERIOD			2,118,864				2,123,919
CASH AND CASH EQUIVALENTS, END OF FINANCIAL PERIOD		$	6,146,883			$	1,462,269
CASH AND CASH EQUIVALENTS INFORMATION:
Fixed deposits placed with financial institutions		$	1,442,098			$	984,088
Cash at bank			4,704,785				478,181
Cash and cash equivalents, end of financial period			6,146,883				1,462,269
Supplementary cash flow information:
Interest paid		$	(9,746	)		$	(7,717	)
Income tax refunded			315				-
Income taxes paid			(47,808	)			(123,599	)