BGLC

New in FY2025

• We are an early commercial-stage company that has a limited operating history.
• We cannot assure you that we will be able to fund our capital expenditures at reasonable costs due to adverse macroeconomic conditions, our performance or other external factors.
• We also expect to incur costs related to the marketing of the VitaGuard™ platform in the ASEAN market.
• We have devoted substantial resources to the development and commercialization of the products of MRNA Scientific and Chemrex and we intend to devote substantial resources toward the VitaGuard™ platform.
• Although MRNA Scientific intends to obtain some form of business interruption insurance in the future, there can be no assurance that we will secure adequate insurance coverage or that any such insurance coverage will be sufficient to protect our operations to significant potential liability in the future.
• However, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports.
• MRNA Scientific, as well as our rights to the recently acquired VitaGuard™, could be subject to exponential growth of competitors if we are unable to establish distribution networks with medical centers, pharmaceutical groups and other molecular laboratories synergistically in sharing customers and big data.
• MRNA Scientific has not conducted clinical trials on its biomarkers.
• As MRNA Scientific plans to set up RNA screening labs operations in markets outside of Malaysia.
• If approved, these operations will be subject to risks associated with doing business outside Malaysia including an increase in the Company’s expenses, diversion of the Company’s management’s attention from the research and development of additional diseases/disorders risk detection or forgoing profitable licensing opportunities in these economies.
• Volatility in our share price may subject us to securities litigation.

Gone since FY2024

• Proactive Risk Management and Mitigation Strategies The Company employs comprehensive risk management practices designed to proactively identify, mitigate, and manage key operational, financial, and strategic risks.
• While the following section transparently outlines potential risks to our business, investors are encouraged to consider our proactive, robust risk management processes, which significantly reduce the likelihood and potential impact of these risks.
• We are an early commercial-stage company and has a limited operating history.
• We cannot assure you that it will be able to fund our capital expenditures at reasonable costs due to adverse macroeconomic conditions, our performance or other external factors.
• We have devoted substantial resources to the development and commercialization of the products of MRNA Scientific and Chemrex.
• Recent business decisions regarding the Cryptocurrency Industry.
• The Company had made recent announcements during fiscal year 2025 concerning its decision to explore business opportunities in the crypto market.
• The Company currently is in the process of developing its business plans and strategies in an effort to enhance shareholder value.
• These plans and strategies are preliminary in nature and we can not predict whether we will be successful in these endeavors.
• Currently, there are no governmental regulations that materially restrict our screening business in Malaysia.
• MRNA Scientific’s laboratory in Malaysia was established through an invitation by the Malaysian Health Minister alongside a government grant of $1,250,000.
• MRNA Scientific’s screening tests have gone through preclinical and clinical trials involving private hospitals and government agencies including the Institute of Medical Research (IMR), Malaysian Biotechnology Corporation (BiotechCorp) and the Clinical Research Centre (CRC).
• The findings of the preclinical and clinical trials are published in peer reviewed journals such as the Journal of Molecular and Cellular Cardiology, and Physiological Genomics.
• Once published, MRNA Scientific would do confirmational tests before applying for commercialization.
• MRNA Scientific’s Malaysian lab is currently national operating under an operating license granted by the city of Kuala Lumpur.
• Currently, there are no governmental regulations that affect Chemrex’s business in Malaysia and it may continue to operate under an operating license granted by the Kajang Town Hall of Selangor, Malaysia.
• Although MRNA Scientific intend to obtain some form of business interruption insurance in the future, there can be no assurance that we will secure adequate insurance coverage or that any such insurance coverage will be sufficient to protect our operations to significant potential liability in the future.
• As a public company, we may become subject to the Section 404 of the Sarbanes-Oxley Act, or SOX 404, which requires that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 10-K and in our quarterly report on Form 10-Q if we are qualified as an accelerated filer.
• MRNA Scientific could lose out to its competitors’ exponential growth if we are unable to establish distribution networks with medical centers, pharmaceutical groups and other molecular laboratories synergistically in sharing customers and big data.
• As there are no governmental regulations that materially restrict our screening business in Malaysia, MRNA Scientific has not conducted clinical trials on its biomarkers.
• MRNA Scientific currently only uses open-source software for Covid- 19, HPV, HIV, and Dengue screenings.
• For screening process on cancers, inflammatory diseases and osteoarthritis, MRNA Scientific uses company proprietary algorithm software for data analysis and interpretation established by Co-founder Professor CC Liew.
• As MRNA Scientific plans to set up RNA screening labs operations in Indonesia, Middle East, USA, China and Germany, if approved, its businesses are subject to risks associated with doing business outside Malaysia including an increase in the Company’s expenses, diversion of the Company’s management’s attention from the research and development of additional diseases/disorders risk detection or forgoing profitable licensing opportunities in these economies.
• Despite the Global Economy currently experiencing instability and a potential downturn, we are confident that Chemrex can do better in 2024 with increased marketing and portfolio development made possible by the additional investment capital from our Initial Public Offering.
• Recently, the Prime Minister of Malaysia, along with the appropriate Ministries have announced hundreds of billions of Ringgit Malaysia (RM) in foreign investment, including the areas of high-tech materials and composites such as those which Chemrex specialises in, and we expect that this will have a positive boost on the potential for revenue generation for Chemrex.
• The boosts in the tourism and public transportation industry will push up the FRP material usage for industrial needs.
• Nonetheless, even with this economic recovery, challenges from ongoing uncertainties, both in Malaysia and in other regions of the world, remain.
• We are seeing recoveries in various sectors since the post-pandemic lows.
• Risk related to Nasdaq compliance due to board changes.
• In 2024, the Company experienced changes in its Board composition, including the resignation of two directors and the appointment of one new independent director.
• While the Company has taken steps to maintain compliance with Nasdaq’s corporate governance requirements, including reconstituting its committees, there is a risk that future turnover or timing delays in appointments could lead to non-compliance with Nasdaq Listing Rule 5605.
• Such non-compliance could adversely affect the Company’s continued listing status.
• We may face shareholder rejection of unratified transactions.
• As stated in Item 1, Recent Events, “D – Chemrex Governance” above, certain Chremrex transactions were undertaken in fiscal year 2024 by Chemrex management which required shareholder approval.
• These transactions will be presented for ratification at an upcoming Chemrex shareholder meeting which will occur later in 2025.
• Failure to resolve these issues at the shareholder meeting could result in negative governance consequences.
• As part of ongoing corporate governance reforms authorised by the Audit Committee, including the appointment of an Internal Auditor, the Audit Committee has resolved to present the following matters for shareholder ratification: (i) unauthorized director remuneration increases, (ii) payments to Mr.
• Wong Kim Hai, and (iii) the procurement arrangement with Quote Me Sdn.
• If these transactions are not ratified, the Company may be required to reverse entries, record impairments, or initiate recovery actions, all of which could negatively affect our financial condition, governance credibility, or operational continuity.
• All sectors of the economy in 2023 across Malaysia saw their supply chains interrupted, demand for their products and services decline, shortages in supplies and inputs.

and 10 more.