UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 1-K

PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933

For the fiscal year ended December 31, 2022

DNALabs Canada Inc.

(Exact name of issuer as specified in its charter)

99 Yorkville Avenue, Suite 200

Toronto, Ontario, M5R 3K5

Canada

A Canadian Corporation

98-1561597

519-953-4362

(Registrant’s telephone number, including area code)

Class B Non-Voting Common Stock

(Title of each class of securities issued pursuant to Regulation A)

In this Annual Report, the term “DNALabs Canada Inc.”, “DNALabs”, “we,” or “the company” refers to DNALabs Canada Inc.

This report may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. These forward-looking statements are based on the beliefs of, assumptions made by, and information currently available to the company’s management. When used in this report, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements, which constitute forward looking statements. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties that could cause the company’s actual results to differ materially from those contained in the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events.

Item 1. Business

DNALabs Canada Inc. (the “Company” or “DNALabs”) was initially formed on November 23, 2016 as a Canadian Corporation (“DNALabs Canada Inc.”). The Company is a Canadian Corporation for the general purpose of transacting any or all lawful business for which a corporation may be formed under the Canada Business Corporation Act. The primary business of DNALabs is the development and sales of DNA testing products which are sold and distributed throughout Canada and the USA.

For more details on our business, please review our latest SEC filing at

https://www.sec.gov/Archives/edgar/data/1946688/000194668823000001/dnalabs253gs011723.htm

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of the Company's financial condition and results of the Company's operations together with the Company's financial statements and related notes appearing at the end of this Form 1-K. This discussion contains forward-looking statements reflecting the Company’s current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in the Company’s Offering Circular.

DNALabs was initially formed on November 23, 2016 as a Canadian Corporation. The Company is a Canadian Corporation for the general purpose of transacting any or all lawful business for which a corporation may be formed under the Canada Business Corporation Act. The primary business of DNALabs is the development and sales of DNA testing products which are sold and distributed throughout Canada and the USA.

Results of Operations

The period of January 1, 2022 to December 31, 2022 (audited).

Note: In this Results of Operations section, for the period of January 1, 2022 to December 31, 2022, the Company used an exchange rate of 1.3013 (the average exchange rate for the 12 months period ending December 31. 2022) in converting the amounts in its audited financial statements from Canadian dollars to U.S. dollars as displayed below.

Revenue. Total revenue for the period of January 1, 2022 to December 31, 2022 was $311,452.

As an early stage company, our revenues and expenses are not always correlated, and are often affected on a yearly basis by various factors including the amount of staffing and manpower available. In this instance, revenues are lower due to the need to add additional sales personnel to take advantage of revenue growth opportunities.

Operating Expenses. Operating expenses for the period of January 1, 2022 to December 31, 2022 were $600,058.

Operating Expenses increased over the previous calendar year due in part to the increased spending on marketing as we entered the US market as well as consultant costs that were retained for the purpose of this offering.

Cost of Sales. Cost of sales for the period of January 1, 2022 to December 31, 2022 was $128,101.

Net Loss. Net Loss for the period of January 1, 2022 to December 31, 2022 was $306,010. These net losses were the result of research and development costs as well as business development costs. The Company cannot assure when or if revenue will exceed operating costs.

The period of January 1, 2021 to December 31, 2021 (audited).

Note: In this Results of Operations section, for the period of January 1, 2021 to December 31, 2021, the Company used an exchange rate of 1.2535 (the average exchange rate for the 12 months period ending December 31. 2021) in converting the amounts in its audited financial statements from Canadian dollars to U.S. dollars as displayed below.

Revenue. Total revenue for the period of January 1, 2021 to December 31, 2021 was $352,340.

Operating Expenses. Operating expenses for the period of January 1, 2021 to December 31, 2021 were $331,773.

Cost of Sales. Cost of sales for the period of January 1, 2021 to December 31, 2021 was $164,231.

Net Loss. Net Loss for the period of January 1, 2021 to December 31, 2021 was $134,855. These net losses were the result of research and development costs as well as business development costs. The Company cannot assure when or if revenue will exceed operating costs.

Liquidity and Capital Resources

Note: In this Liquidity and Capital Resources section of the Results of Operations section, for the 12 months period ending on December 31, 2021, the Company used an exchange rate of 1.2678 in converting the amounts in its audited financial statements from Canadian dollars to U.S. dollars as displayed below, and for the 12 months period ending on December 31, 2022, the Company used an exchange rate of 1.3544 in converting the amounts in its audited financial statements from Canadian dollars to U.S. dollars as displayed below.

The Company had net cash of $50,096 at December 31, 2022 and net cash of $274,118 as of December 31, 2021. Net cash was higher at the end of 2021 as a direct result of a capital raise that closed right before the end of that fiscal year in December 2021.

The Company will have additional capital requirements during 2023. The Company does not expect to be able to satisfy our cash requirements through sales, and therefore will attempt to raise additional capital through the sale of its securities and advances from related parties.

The Company cannot assure that it will have sufficient capital to finance its growth and business operations or that such capital will be available on terms that are favorable to it or at all. The Company is currently incurring operating deficits that are expected to continue for the foreseeable future.

Plan of Operations

The Company’s plan of operation was to maintain and grow its client base both in the USA and Canada with plans to expand to additional countries at a later date. The company continues with its research and development of improving and expanding its current DNA testing solutions as well as developing new tests to bring to the market in the future. These condition cast significant doubt on the Company’s ability to continue as a going concern, and therefore that is may be unable to realize its assets and discharge its liabilities in the normal course of business.

Trend Information

Because the Company has only recently taken its products to market, the Company is unable to identify any recent trends in revenue or expenses since the latest financial year. Thus, the Company is unable to identify any known trends, uncertainties, demands, commitments or events involving its business that are reasonably likely to have a material effect on its revenues, income from

continuing operations, profitability, liquidity or capital resources, or that would cause the reported financial information in this Offering to not be indicative of future operating results or financial condition.

The Company believes that the market for its products and services will continue to improve. Not specific to the Company, but the trends in the general market appear to favor a growing market outlook, with sales of genetic tests increasing year over year. As a result, the Company sees a good opportunity for growth in its business operations.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Significant Accounting Policies

These consolidated financial statements are prepared in accordance with IFRS. The significant accounting policies are detailed as follows:

The preparation of the consolidated financial statements in accordance with IFRS requires management to make judgments, estimates, and assumptions in order to apply the Company’s accounting policies, which have an effect on the reported amounts and disclosures made in the consolidated financial statements and accompanying notes. The following are the critical judgments and key sources of estimation:

Current versus noncurrent classification

The Company presents its assets and liabilities in the consolidated statement of consolidated statements of financial position based on current/non-current classification. An asset is current when it is:

*Expected to be realized or intended to be sold or consumed in the normal operating cycle

*Held primarily for the purpose of trading

*Expected to be realized within 12 months after the reporting period

*Cash unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

All other assets are classified as noncurrent.

A liability is current when:

*It is expected to be settled in the normal operating cycle

*It is held primarily for the purpose of trading

*It is due to be settled within 12 months after the reporting period

*There is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period

*The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

The Company classifies all other liabilities as noncurrent.

Deferred tax assets and liabilities are classified as noncurrent assets and liabilities.

Revenue recognition

Further disclosures on revenue are provided in Note 6 of the audited financial statements attached.

The Company recognizes revenue from the following major sources:

*sale of pre-defined diagnostics report; and

*sale of specialized diagnostic services.

Both types for above reports are generated through test conducted using a DNA testing kit (“Kit”), which is provided to consumers at the time of sales order. Testing is completed when these kits are returned by the consumers for lab testing purposes. Completed kits containing the specimen are sent to a laboratory for processing. The Company analyzes the resulting genotype, generating a report for release to the consumer or ordering party. In management’s judgment, the Company’s activities comprise a single performance obligation as the various tasks are not distinct within the context of the contract: the Company’s obligation is to combine these inputs and only transfers control of the final report to the customer.

Revenue of $311,452 and $352,340 has been earned and recognized for the years ended December 31, 2022 and 2021, respectively.

Sale of pre-defined diagnostics report

The Company sells pre-defined diagnostics reports through multiple channels including hospitals, healthcare practitioners, and direct to consumers via the Company’s website. The performance obligation is satisfied, and revenues are recognized when diagnostics reports are released to the customer, in an amount that reflects the consideration the Company expects to collect. A receivable is recognized by the Company as this represents the point in time at which the right to consideration becomes unconditional, as only the passage of time is required before payment is due.

Sale of specialized diagnostic services

The Company provides specialized diagnostic services to hospitals, healthcare practitioners, and various research facilities. The terms of the reports along with the price is agreed upon in the contract entered between the parties. The performance obligation is satisfied and revenues are recognized when diagnostics services have been performed and reports are released to the ordering party in an amount that reflects the consideration the Company expects to collect. A receivable is recognized by the Company as this represents the point in time at which the right to consideration becomes unconditional, as only the passage of time is required before payment is due.

For both revenue streams, the transaction price is generally determined based on a stated price per unit and does not require significant judgment.

For both revenue streams, revenue is recognized at the point in time the DNA test report is made available to the customer. In management’s judgment, this occurs once the test and analysis are complete, after the results are reviewed by Company personnel, and released in the Company’s reporting system to be available for the customer to view.

Amounts collected in advance of services being provided are recorded as unearned revenue on the statement of consolidated statements of financial position. The associated revenue is recognized and the unearned revenue is reduced as the contracted services are subsequently performed. Sales to consumers are paid upfront prior to the Company sending a kit. Sales to institutional customers generally are paid on credit terms 10 to 90 days after the sample is received from the client for processing, or in some cases, prepaid by the institutional customer.

The Company collects sales tax on the revenues as per the laws of the jurisdiction, from where the services are provided or goods are sold. Sales tax collected and remains payable to the relevant government agency is included in accounts payable and accrued liabilities.

The Company elected to expense sales commission and other costs incurred to obtain sales contracts for agreements that are expected to have terms of less than 12 months.

Financial instruments - initial recognition and subsequent measurement

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortized cost, fair value through other comprehensive income (“OCI”), and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial assets contractual cash flow characteristics and the Company’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price as disclosed in revenue recognition note.

The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortized cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at fair value through OCI are held within a business model with the objective of both holding to collect contractual cash flows and selling.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognized on the trade date, i.e., the date the Company commits to purchase or sell the asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in two categories which are most relevant to the Company:

*Financial assets at amortized cost

*Financial assets at fair value through profit or loss

Financial assets at amortized cost

The Company’s financial assets include cash, accounts receivable and receivables from shareholder which are carried at amortized cost.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e., removed from the Company’s statement of financial position) when:

*The rights to receive cash flows from the asset have expired, or

*The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognize the transferred asset to the extent of its continuing involvement. In that case, the Company also recognizes an associated liability.

The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations the Company has retained.

The Company recognizes an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

For trade receivables, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date.

The Company considers a financial asset in default when contractual payments are 90-days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

Financial liabilities

Initial recognition and measurement

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

Subsequent measurement

For purposes of subsequent measurement, financial liabilities are classified as Financial liabilities at amortized cost.

Financial liabilities at amortized cost (accounts payable and accrued liabilities)

This is the category most relevant to the Company. After initial recognition, loans and borrowings are subsequently measured at amortized cost using the effective interest rate (“EIR”) method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss.

Accounts payable and accrued liabilities are paid according to vendor terms, generally within 30 days. Due to the short duration, the carrying values equal the stated amounts due.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or canceled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

Taxes

Further disclosure relating to the taxes is also provided in note 14 of the attached audited financial statements.

The Company has elected to include investment tax credits as a component of its income tax provision.

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date.

Current income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statements of operations. Management periodically evaluates positions taken

in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences.

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity.

The Company offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Foreign exchange

The Company’s consolidated financial statements are presented in Canadian dollars ($), which is Company’s functional currency. The functional currency of the US subsidiary of the Company is United States dollars. The foreign exchange rates were as follows:

	2022	2021
USD/CAD closing rate at 31 December	1.3544	1.2678
USD/CAD average rates for the year	1.3013	1.2535

Transactions and balances

Transactions in foreign currencies are initially recorded by the Company at their respective functional currency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.

Differences arising on settlement or translation of monetary items are recognized in profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognized in OCI or profit or loss are also recognized in OCI or profit or loss,. respectively) In determining the spot exchange rate to use on initial recognition of the related asset, expense, or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Company initially recognizes the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Company determines the transaction date for each payment or receipt of advance consideration.

On consolidation, the assets and liabilities of foreign operations are translated into Canadian dollars at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. The exchange difference arising on translation was presented within other comprehensive income (and classified in Other reserves) for the year ended December 31, 2022 and was immaterial for the year ended December 31, 2021.

Government assistance

Government assistance is recognized where there is reasonable assurance the assistance will be received, and all attached conditions will be complied with.

The Company applied for financial assistance under available government subsidy programs for employers impacted by COVID-19. During 2022 and 2021, the Company received Canada

Emergency Wage Subsidies (“CEWS”) of approximately $0 and $2,900, respectively. Government assistance related to the wage subsidy has been recorded as a reduction of salaries and benefits.

The Company also received Canada Emergency Rent Subsidy (“CERS”) in 2022 and 2021 of approximately $0 and $285, respectively. Government assistance related to the rent subsidy has been recorded as a reduction of occupancy costs.

In addition, the Company received a loan under the Canada Emergency Business Account program as disclosed in Note 11.

Cash

Cash in the consolidated statement of financial position comprise cash at banks and on hand and short-term, highly-liquid deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

Provisions and Contingencies

Provisions represent liabilities to the Company for which the amount or timing is uncertain. Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Provisions are measured at the present value of the expected consideration to settle the obligation which, when the effect of the time value of money is material, is determined using a discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision during the period to reflect the passage of time is recognized in earnings as a finance cost.

Contingent liabilities also include obligations that are not recognized because their amount cannot be measured reliably or because settlement is not probable. Contingent liabilities do not include provisions for which it is certain the Company has a present obligation that is more likely than not to lead to an outflow of cash or other economic resources, even though the amount or timing is uncertain. A contingent liability is not recognized in the consolidated statement of financial position. However, unless the possibility of an outflow of economic resources is remote, a contingent liability is disclosed in the notes.

Additional Company Matters

The Company has not filed for bankruptcy protection nor has it ever been involved in receivership or similar proceedings. The Company is not presently involved in any legal proceedings material to the business or financial condition of the Company. The Company does not anticipate any

material reclassification, merger, consolidation, or purchase or sale of a significant proportion of assets (not in the ordinary course of business) during the next 12 months.

Item 3. Directors and Officers

Please see information contained in section entitled “DIRECTORS AND EXECUTIVE OFFICERS” in our SEC filing at

https://www.sec.gov/Archives/edgar/data/1946688/000194668823000001/dnalabs253gs011723.htm

Item 4. Security Ownership of Management and Certain Securityholders

The following capitalization table sets forth information regarding beneficial ownership of the Company’s equity as of the date of this Form 1-K. There is beneficial ownership of the Company equity at the time of this Offering by its directors or executive officers as set out below in the capitalization table.

Beneficial ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and include voting or investment power with respect to equity. This information does not necessarily indicate beneficial ownership for any other purpose.

Unless otherwise indicated and subject to applicable community property laws, to the Company’s knowledge, each Shareholder named below possesses sole voting and investment power over their Shares, where applicable. Percentage of beneficial ownership is based on 8,558,425 shares of outstanding stock as of December 31, 2022.

The following capitalization table sets forth information regarding beneficial ownership of all classes of the Company’s shares of common stock as of the date of this Form 1-K.

CAPITALIZATION TABLE

For additional information, please see information contained in section entitled “SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS” in our SEC filing at

Item 5. Interest of Management and Others in Certain Transactions

None

Item 6. Other Information

None.

Item 7. Financial Statements

Please see attached audited financial statements following the signature page below

Item 8. Exhibits

Index to Linked Exhibits

Broker-Dealer Agreement	1A-1
Charters (including amendments)	1A-2A
Bylaws	1A-2B
Form of Subscription Agreement	1A-4

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in Boca Raton, Florida on May 15, 2023.

DNALABS CANADA INC.

By: /s/ Moni Lustig

Chief Executive Officer and Director

Pursuant to the requirements of Regulation A, this report has been signed below by the following persons on behalf of the issuer in the capacities and on the dates indicated.

SignatureTitle

By: /s/ Moni Lustig President, Chief Executive Officer and Director (also principal executive officer, principal financial officer, principal accounting officer

DNALabs Canada Inc.

May 15, 2023

By: /s/ Aaron Goldman Director

DNALabs Canada Inc.

May 15, 2023

By: /s/ David Feld Director

DNALabs Canada Inc.

May 15, 2023

By: /s/ Guy BentleyDirector

DNALabs Canada Inc.

May 15, 2023

________________________________________________________________________