EXHIBIT 99.3
BIONEXUS GENE LAB CORP.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2020
|
| Historical |
|
| Pro Forma |
|
| Pro Forma |
| |||||||
|
| BGLC |
|
| CCSB |
|
| (Note 3) |
|
| Combined |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cash and cash equivalents |
| $ | 687,203 |
|
| $ | 1,502,869 |
|
| $ | - |
|
| $ | 2,190,072 |
|
Other receivables and deposits |
|
| 13,847 |
|
|
| 7,154 |
|
|
| - |
|
|
| 21,001 |
|
Trade receivables |
|
| - |
|
|
| 3,568,699 |
|
|
| - |
|
|
| 3,568,699 |
|
Inventories |
|
| 19,165 |
|
|
| 1,178,775 |
|
|
| - |
|
|
| 1,197,940 |
|
Total current assets |
|
| 720,215 |
|
|
| 6,257,497 |
|
|
| - |
|
|
| 6,977,712 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease right-of-use assets, net |
|
| 14,258 |
|
|
| - |
|
|
| - |
|
|
| 14,258 |
|
Property, plant and equipment, net |
|
| 276,866 |
|
|
| 1,075,877 |
|
|
| - |
|
|
| 1,352,743 |
|
Other investments |
|
| 1,880 |
|
|
| 229,129 |
|
|
| - |
|
|
| 231,009 |
|
Total non-current assets |
|
| 293,004 |
|
|
| 1,305,006 |
|
|
| - |
|
|
| 1,598,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
| $ | 1,013,219 |
|
| $ | 7,562,503 |
|
| $ | - |
|
| $ | 8,575,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders’ equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables |
| $ | - |
|
| $ | 1,924,495 |
|
| $ | - |
|
| $ | 1,924,495 |
|
Other payables and accrued liabilities |
|
| 6,452 |
|
|
| 17,905 |
|
|
| - |
|
|
| 24,357 |
|
Current portion of obligation under finance lease |
|
| 19,886 |
|
|
| 5,940 |
|
|
| - |
|
|
| 25,826 |
|
Current portion of obligation under operating liabilities |
|
| 11,152 |
|
|
| - |
|
|
| - |
|
|
| 11,152 |
|
Tax payables |
|
| 673 |
|
|
| 304,091 |
|
|
| - |
|
|
| 304,764 |
|
Total current liabilities |
|
| 38,163 |
|
|
| 2,252,431 |
|
|
| - |
|
|
| 2,290,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of obligation under finance lease |
|
| 39,500 |
|
|
| - |
|
|
| - |
|
|
| 39,500 |
|
Non-current portion of obligation under operating liabilities |
|
| 3,966 |
|
|
| - |
|
|
| - |
|
|
| 3,966 |
|
Deferred tax liabilities |
|
| - |
|
|
| 3,061 |
|
|
| - |
|
|
| 3,061 |
|
Total non-current liabilities |
|
| 43,466 |
|
|
| 3,061 |
|
|
| - |
|
|
| 46,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
| 81,629 |
|
|
| 2,255,492 |
|
|
| - |
|
|
| 2,337,121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
| 6,484,669 |
|
|
| 395,306 |
|
|
| 4,911,705 |
|
|
| 11,791,680 |
|
Additional paid in capital |
|
| (5,011,891 | ) |
|
| - |
|
|
| - |
|
|
| (5,011,891 | ) |
Accumulated (deficit)/surplus |
|
| (507,836 | ) |
|
| 4,993,951 |
|
|
| (4,993,951 | ) |
|
| (507,836 | ) |
Accumulated other comprehensive (loss)/income |
|
| (33,352 | ) |
|
| (82,246 | ) |
|
| 82,246 |
|
|
| (33,352 | ) |
Total stockholders’ equity |
|
| 931,590 |
|
|
| 5,307,011 |
|
|
| - |
|
|
| 6,238,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity |
| $ | 1,013,219 |
|
| $ | 7,562,503 |
|
| $ | - |
|
| $ | 8,575,722 |
|
See accompanying notes to unaudited pro forma condensed combined financial statements.
1 |
BIONEXUS GENE LAB CORP.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2020
|
| Historical |
|
| Pro Forma |
|
| Pro Forma |
| |||||||
|
| BGLC |
|
| CCSB |
|
| Adjustments |
|
| Combined |
| ||||
Revenue |
| $ | 30,012 |
|
| $ | 7,234,543 |
|
| $ | - |
|
| $ | 7,264,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of revenue |
|
| (45,561 | ) |
|
| (5,882,174 | ) |
|
| - |
|
|
| (5,927,735 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross (loss)/profit |
|
| (15,549 | ) |
|
| 1,352,369 |
|
|
| - |
|
|
| 1,336,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income |
|
| 10,548 |
|
|
| 759,437 |
|
|
| - |
|
|
| 769,985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses – general administrative |
|
| (167,685 | ) |
|
| (694,475 | ) |
|
| - |
|
|
| (862,160 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/Profit from operations |
|
| (172,686 | ) |
|
| 1,417,331 |
|
|
| - |
|
|
| 1,244,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance costs |
|
| - |
|
|
| (5,282 | ) |
|
| - |
|
|
| (5,282 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)/profit before taxation |
|
| (172,686 | ) |
|
| 1,412,049 |
|
|
| - |
|
|
| 1,239,363 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
| (1,839 | ) |
|
| (354,610 |
|
|
| - |
|
|
| (356,449 | ) |
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
Net (loss)/income attributable to common shareholders |
| $ | (174,525 | ) |
| $ | 1,057,439 |
|
| $ | - |
|
| $ | 882,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation (loss)/gain |
|
| (16,249 | ) |
|
| (45,333 | ) |
|
| - |
|
|
| (61,582 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive (loss)/income per share attributable to common shareholders — basic and diluted |
| $ | (190,774 | ) |
| $ | 1,012,106 |
|
| $ | - |
|
| $ | 821,332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted income per share of common stock |
| $ | - |
|
| $ | 0.66 |
|
| $ | - |
|
| $ | 0.005 |
|
Weighted average number of shares of common stock outstanding * |
|
| 102,730,891 |
|
|
| 1,600,000 |
|
|
| 66,887,261 |
|
|
| 171,218,152 |
|
* Proforma as adjusted shares are not weighted average and are actual shares issued and outstanding
See accompanying notes to unaudited pro forma condensed combined financial statements.
2 |
BIONEXUS GENE LAB CORP.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2019
|
| Historical |
|
| Pro Forma |
|
| Pro Forma |
| |||||||
|
| BGLC |
|
| CCSB |
|
| Adjustments |
|
| Combined |
| ||||
Revenue |
| $ | 126,955 |
|
| $ | 15,417,992 |
|
| $ | - |
|
| $ | 15,544,947 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of revenue |
|
| (71,067 | ) |
|
| (13,487,421 | ) |
|
| - |
|
|
| (13,558,489 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
| 55,888 |
|
|
| 1,930,571 |
|
|
| - |
|
|
| 1,986,459 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income |
|
| 25,048 |
|
|
| 89,504 |
|
|
| - |
|
|
| 114,552 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses – general administrative |
|
| (356,641 | ) |
|
| (1,277,055 | ) |
|
| - |
|
|
| (1,633,696 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/Profit from operations |
|
| (275,705 | ) |
|
| 743,020 |
|
|
| - |
|
|
| 467,315 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance costs |
|
| - |
|
|
| (26,571 | ) |
|
| - |
|
|
| (26,571 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)/profit before taxation |
|
| (275,705 | ) |
|
| 716,449 |
|
|
| - |
|
|
| 440,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
| 29,236 |
|
|
| (176,090 | ) |
|
| - |
|
|
| (146,854 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)/income attributable to common shareholders |
| $ | (246,469 | ) |
| $ | 540,359 |
|
| $ | - |
|
| $ | 293,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
Foreign currency translation gain |
|
| 9,874 |
|
|
| 45,507 |
|
|
|
|
|
|
| 55,381 |
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
Total comprehensive (loss)/income per share attributable to common shareholders — basic and diluted |
| $ | (236,595 | ) |
| $ | 585,866 |
|
| $ |
|
| $ | 349,271 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted income per share of common stock |
| $ | - |
|
| $ | 0.34 |
|
| $ | - |
|
| $ | 0.002 |
|
Weighted average number of shares of common stock outstanding * |
|
| 102,730,891 |
|
|
| 1,600,000 |
|
|
| 66,887,261 |
|
|
| 171,218,152 |
|
* Proforma as adjusted shares are not weighted average and are actual shares issued and outstanding
See accompanying notes to unaudited pro forma condensed combined financial statements.
3 |
BIONEXUS GENE LAB CORP.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined financial statements are based on the historical financial statements of Bionexus Gene Lab Corp. (“BGLC”) and Chemrex Corporation Sdn. Bhd. (“CCSB”) after giving effect to BGLC’s acquisition of CCSB (“the Acquisition”) and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The effective date of the Acquisition was December 31, 2020.
Note 1. Basis of Pro Forma Presentation
The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the results of operations or financial position of BGLC that would have been reported had the Acquisition been completed as of the dates presented, and should not be taken as representative of the future results of operations or financial position of BGLC. The unaudited pro forma financial statements, including the notes thereto, do not reflect any potential operating efficiencies and cost savings that BGLC may achieve with respect to the combined companies. The unaudited pro forma condensed combined financial statements and notes thereto should be read in conjunction with the historical financial statements of BGLC included in the annual report on Form 10-K for the year ended December 31, 2019 had been filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2020 and the subsequent quarterly report on Form 10-Q for the nine months ended September 30, 2020 filed with the SEC on November 9, 2020, and in conjunction with the historical financial statements of CCSB included in this Form 8-K.
The unaudited pro forma condensed combined balance sheet as of September 30, 2020 is presented as if the Acquisition occurred on September 30, 2020. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2020 is presented as if the Acquisition had taken place on January 1, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 is presented as if the Acquisition had taken place on January 1, 2019.
Note 2. CCSB Acquisition
On December 31, 2020, BGLC, a Wyoming corporation consummated its acquisition of CCSB, pursuant to a Share Exchange Agreement (the “SEA”) by BGLC and CCSB. BioNexus desires to acquire all of the issued and outstanding shares of capital stock of CCSB from the CCSB Shareholders in exchange for 68,487,261 shares of BGLC, and, similarly, the CCSB Shareholders desire to acquire 68,487,261 shares of common stock of BGLC in exchange for all of their shares of common stock of the Acquired Corporation, all in a transaction that qualifies under Section 354 and 368(a)(1)(b) of the Internal Revenue Code of 1986, as amended (“Exchange”). The transfer of CCSB’s shares to BGLC was completed on February 9, 2021.
The acquisition of CCSB 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. CCSB) and recognized by the receiving entity (i.e. BGLC). The difference between the consideration transferred and the carrying amounts of the net assets is recognized in equity.
See accompanying notes to unaudited pro forma condensed combined financial statements.
4 |
BIONEXUS GENE LAB CORP.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 3. Pro Forma Adjustments
The following pro forma adjustments are included in the unaudited pro forma condensed combined balance sheet:
(A) To record the following adjustments to common stocks:
Increase in common stocks via shares exchange |
| $ | 157,520,700 |
|
Recognition of difference between the consideration and net assets acquired |
|
| (152,213,689 | ) |
Effect of shares exchange with CCSB |
|
| 5,307,011 |
|
Elimination of common stocks of CCSB |
|
| (395,306 | ) |
Pro Forma adjustments |
| $ | 4,911,705 |
|
Balance as of September 30, 2020 (Unaudited) - BGLG |
| $ | 6,484,669 |
|
- CCSB |
|
| 395,306 |
|
Pro Forma adjustments |
|
| 4,911,705 |
|
Pro Forma Combined as of September 30, 2020 |
| $ | 11,791,680 |
|
(B) To record the following adjustments to accumulated (deficit)/surplus:
Balance as of September 30, 2020 (Unaudited) |
| $ | (507,836 | ) |
|
|
|
|
|
Effect of acquisition of CCSB |
|
| 4,993,951 |
|
Elimination of pre-acquisition equity account of CCSB |
|
| (4,993,951 | ) |
|
|
|
|
|
Pro Forma Combined as of September 30, 2020 |
| $ | (507,836 | ) |
(C) To record the following adjustments to accumulated other comprehensive (loss)/income:
Balance as of September 30, 2020 (Unaudited) |
| $ | (33,352 | ) |
|
|
|
|
|
Effect of acquisition of CCSB |
|
| 82,246 |
|
Elimination of pre-acquisition equity account of CCSB |
|
| (82,246 | ) |
|
|
|
|
|
Pro Forma Combined as of September 30, 2020 |
| $ | (33,352 | ) |
See accompanying notes to unaudited pro forma condensed combined financial statements.
5 |