What changed in this filing

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Item 1. Financial Statements

2021-08-12 compared with 2021-05-10 · 975 added, 2074 removed, 1046 unchanged (74% of the section changed)

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AND SUBSIDIARIES

BALANCE SHEETS

CONSOLIDATED BALANCE

Current Assets

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Deferred tax assets

Prepaid expenses –

Prepaid expenses – noncurrent

Security deposits

7 unchanged sentences

Advance from customers

Operating lease liabilities –

current portion

Other payable

Operating lease liabilities – current portion

Due to related parties

3 unchanged sentences

Tenant security deposit

Operating lease liability –

noncurrent portion

Convertible notes payable –

noncurrent portion

Operating lease liability – noncurrent portion

Convertible notes payable – noncurrent portion

Total Liabilities

Preferred stock, $ 0.001 par value, 20,000,000 authorized, nil shares issued and outstanding

Common stock, $0.001 par value, 100,000,000 authorized, 24,420,526 and 24,420,526 shares issued and outstanding

Common stock, $ 0.001 par value, 100,000,000 authorized, 24,470,526 and 24,420,526 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively

Additional paid-in capital

Stock subscription receivable

( 2,708,880 )

( 3,160,360 )

Accumulated deficit

3 unchanged sentences

Treasury stock

Total Stockholders’

( 9,100,000 )

Total Stockholders’ Equity

Noncontrolling interest

2 unchanged sentences

of these consolidated financial statements.

BIOPHARMA, INC.

ABVC BIOPHARMA, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS

OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS

ENDED MARCH 31, 2021 AND 2020

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

Three Months Ended

Six Months Ended

Cost of revenues

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Loss from operations

( 2,035,515 )

( 1,194,013 )

( 3,288,260 )

( 2,365,390 )

Other income (expense)

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Interest expense

Rental income

Rental income –

related parties

Rent income – related parties

Impairment loss

Investment loss

Gain/Loss on foreign exchange changes

Gain/Loss on investment in equity securities

Other income (expense)

Government grant income

Total other income (expenses)

Total other expenses

( 1,038,688 )

( 1,217,141 )

Loss before provision income tax

( 2,112,520 )

( 2,232,701 )

( 3,358,867 )

( 3,582,531 )

Provision for income tax

( 2,052,956 )

( 2,184,057 )

( 3,248,279 )

( 3,493,319 )

Net loss attributable to noncontrolling interests

Net loss attributed to ABVC and subsidiaries

( 1,971,566 )

( 1,849,297 )

( 3,100,071 )

( 3,096,835 )

Foreign currency translation adjustment

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$ ( 1,859,865 )

$ ( 2,699,350 )

$ ( 3,113,854 )

Net loss per share:

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Basic and diluted

The accompanying notes

are an integral part of these consolidated financial statements.

BIOPHARMA, INC.

The accompanying notes are an integral part

of these consolidated financial statements.

ABVC BIOPHARMA, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS

OF CASH FLOWS

FOR THE THREE MONTHS ENDED

MARCH 31, 2021 AND 2020

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

Cash flows from operating activities

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Other non-cash income and expenses

Investment loss

Changes in operating assets and liabilities:

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Increase (decrease) in accounts payable

Increase (decrease) in notes payable

Increase (decrease) in accrued expenses and other current liabilities

Increase (decrease) in advance from others

Increase (decrease) in due to related parties

Net cash used in operating activities

( 2,857,078 )

( 2,047,071 )

Cash flows from investing activities

Net proceeds from sale of investment

Prepayment for equity investment

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities

Issuance of common stock

Issuance of common stock for private placement

Issuance of common stock for stock-based compensation

Proceeds from short-term loan

Proceeds from short-term borrowing from third parties

Proceeds from short-term borrowing from related parties

Repayment of convertible notes

Proceeds from long-term loans

Borrowings from related parties

Repayment of long-term bank loans

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Net increase (decrease) in cash and cash equivalents and restricted cash

( 3,344,367 )

Cash and cash equivalents and restricted cash

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Income taxes paid

The accompanying notes

are an integral part of these consolidated financial statements.

The accompanying notes are an integral part

of these consolidated financial statements.

ABVC BIOPHARMA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND

Stockholders’

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

2021 AND 2020

Accumulated Other

Comprehensive

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$ ( 9,100,000 )

$ ( 124,817 )

Issuance of common shares

1 unchanged sentence

Net loss for the period

( 1,247,538 )

( 1,309,262 )

transaction adjustments

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( 1,172,266 )

Stockholders’

Comprehensive

at December 31, 2020

Issuance of common shares

Stock based compensation

Net loss for the period

( 1,849,297 )

( 2,184,057 )

transaction adjustments

Balance at June 30, 2020

$ ( 3,611,840 )

$ ( 18,948,058 )

$ ( 9,100,000 )

$ ( 370,337 )

$ ( 1,444,025 )

Comprehensive

at December 31, 2020

based compensation

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at March 31, 2021

$ (2,934,620 )

$ (26,770,892 )

$ (9,100,000 )

The accompanying notes

are an integral part of these consolidated financial statements.

of common shares for consulting service

for the period

transaction adjustments

at June 30, 2021

The accompanying notes are an integral part

of these consolidated financial statements.

ABVC BIOPHARMA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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ABVC BioPharma, Inc.

“Company”), formerly known as American BriVision (Holding) Corporation, a Nevada corporation, through the Company’s operating entity, American BriVision Corporation

(“BriVision”), which was incorporated in July 2015 in the State of Delaware, engages in biotechnology to fulfill unmet

medical needs and focuses on the development of new drugs and medical devices derived from plants.

BriVision develops its

pipeline by carefully tracking new medical discoveries or medical device technologies in research institutions in the Asia-Pacific

Pre-clinical, disease animal model and Phase I safety studies are examined closely by the Company to identify drugs that

BriVision believes demonstrate efficacy and safety.

Once a drug appears to be a good candidate for development and ultimately

commercialization, BriVision licenses the drug or medical device from the original researchers and begins to introduce the drugs

clinical plan to highly respected principal investigators in the United States, Australia and Taiwan to conduct a Phase II clinical

At present, clinical trials for the Company’s drugs and medical devices are being conducted at such world-famous

institutions as Memorial Sloan Kettering Cancer Center (“MSKCC”) and MD Anderson Cancer Center.

BriVision had no

predecessor operations prior to its formation on July 21, 2015.

The Company’s shareholders approved an amendment to the Company’s

Articles of Incorporation to change the Company’s corporate name from American BriVision (Holding) Corporation to ABVC BioPharma,

and approved and adopted the Certificate of Amendment to affect same at the 2020 annual meeting of shareholders (the “Annual

Meeting”).

The name change amendment to the Company’s Articles of Incorporation was filed with Nevada’s Secretary of

State and became effective on March 8, 2021 and FINRA processed our request to change our name on April 30, 2021, which became effective

as of May 3, 2021.

The Company’s stock symbol remains ABVC.

(the “Company”),

formerly known as American BriVision (Holding) Corporation, a Nevada corporation, through the Company’s operating entity, American

BriVision Corporation (“BriVision”), which was incorporated in July 2015 in the State of Delaware, engages in biotechnology

to fulfill unmet medical needs and focuses on the development of new drugs and medical devices derived from plants.

BriVision develops

its pipeline by carefully tracking new medical discoveries or medical device technologies in research institutions in the Asia-Pacific

Pre-clinical, disease animal model and Phase I safety studies are examined closely by the Company to identify drugs that BriVision

believes demonstrate efficacy and safety.

Once a drug appears to be a good candidate for development and ultimately commercialization,

BriVision licenses the drug or medical device from the original researchers and begins to introduce the drugs clinical plan to highly

respected principal investigators in the United States, Australia and Taiwan to conduct a Phase II clinical trial.

At present, clinical

trials for the Company’s drugs and medical devices are being conducted at such world-famous institutions as Memorial Sloan Kettering

Cancer Center (“MSKCC”) and MD Anderson Cancer Center.

BriVision had no predecessor operations prior to its formation on July

The Company’s shareholders approved an amendment

to the Company’s Articles of Incorporation to change the Company’s corporate name from American BriVision (Holding) Corporation

to ABVC BioPharma, Inc.

and approved and adopted the Certificate of Amendment to affect same at the 2020 annual meeting of shareholders

(the “Annual Meeting”).

The name change amendment to the Company’s Articles of Incorporation was filed with Nevada’s

Secretary of State and became effective on March 8, 2021 and FINRA processed our request to change our name on April 30, 2021, which became

effective as of May 3, 2021.

The Company’s stock symbol remains ABVC.

Reverse Merger

On February 8, 2016, a Share Exchange

Agreement (the “Share Exchange Agreement”) was entered into by and among the Company, BriVision, and Euro-Asia Investment

& Finance Corp.

Limited, a company incorporated under the laws of Hong Kong Special Administrative Region of the People’s

Republic of China (“Euro-Asia”), being the owners of record of 164,387,376 (52,336,000 pre-stock split) shares of Common

Stock of the Company, and the owners of record of all of the issued share capital of BriVision (the “BriVision

Stock”).

On February 8, 2016, a Share Exchange Agreement

(the “Share Exchange Agreement”) was entered into by and among the Company, BriVision, and Euro-Asia Investment & Finance

Limited, a company incorporated under the laws of Hong Kong Special Administrative Region of the People’s Republic of China

(“Euro-Asia”), being the owners of record of 164,387,376 ( 52,336,000 pre-stock split) shares of Common Stock of the Company,

and the owners of record of all of the issued share capital of BriVision (the “BriVision Stock”).

Pursuant to the Share Exchange Agreement, upon

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as the new holder of the BriVision Stock and the issuance of the certificates evidencing the aforementioned registration of the BriVision

Stock in the name of the Company, the Company issued 166,273,921 (52,936,583 pre-stock split) shares (the “Acquisition Stock”)

(subject to adjustment for fractionalized shares as set forth below) of the Company’s Common Stock to the BriVision Shareholders

(or their designees), and 163,159,952 (51,945,225 pre-stock split) shares of the Company’s Common Stock owned by Euro-Asia were

Stock in the name of the Company, the Company issued 166,273,921 ( 52,936,583 pre-stock split) shares (the “Acquisition Stock”)

(subject to adjustment for fractionalized shares as set forth below) of the Company’s Common Stock to the BriVision Shareholders

(or their designees), and 163,159,952 ( 51,945,225 pre-stock split) shares of the Company’s Common Stock owned by Euro-Asia were

cancelled and retired to treasury.

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the Company immediately after the Closing, in exchange for the BriVision Stock, representing 100 % of the issued share capital of BriVision

in a reverse merger (the “Merger”).

Pursuant to the Merger, all of the issued and

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split) common shares of the Company and BriVision had become a wholly owned subsidiary of the Company.

The holders of Company’s

Common Stock as of immediately prior to the Merger held an aggregate of 205,519,223(65,431,144 pre-stock split) shares of Company’s

The holders of Company’s

Common Stock as of immediately prior to the Merger held an aggregate of 205,519,223 ( 65,431,144 pre-stock split) shares of Company’s

Common Stock.

Because of the exchange of the BriVision Stock for the Acquisition Stock (the “Share Exchange”), BriVision

had become a wholly owned subsidiary (the “Subsidiary”) of the Company and there was a change of control of the Company following

Because of the exchange of the BriVision Stock for the Acquisition Stock (the “Share Exchange”), BriVision had

become a wholly owned subsidiary (the “Subsidiary”) of the Company and there was a change of control of the Company following

There were no warrants, options or other equity instruments issued in connection with the share exchange agreement.

Upon the consummation of the Share Exchange,

BriVision became a wholly owned subsidiary of the Company.

Upon the consummation of the Share Exchange, BriVision

became a wholly owned subsidiary of the Company.

Following the Share Exchange, the Company has

abandoned prior business plan and is now pursuing BriVision’s historically proposed businesses, which focus on the development

of new drugs and innovative medical devices to fulfill unmet medical needs.

The business model of the Company is to integrate research

achievements from world-famous institutions, conduct clinical trials of translational medicine for Proof of Concept (“POC”),

out-license to international pharmaceutical companies, and explore global markets.

abandoned prior business plan and is now pursuing BriVision’s historically proposed businesses, which focus on the development of

new drugs and innovative medical devices to fulfill unmet medical needs.

The business model of the Company is to integrate research achievements

from world-famous institutions, conduct clinical trials of translational medicine for Proof of Concept (“POC”), out-license

to international pharmaceutical companies, and explore global markets.

Accounting Treatment of the Reverse Merger

For financial reporting purposes, the Share Exchange

represents a “reverse merger”

rather than a business combination and BriVision is deemed the accounting acquirer

represents a “reverse merger” rather than a business combination and BriVision is deemed the accounting acquirer

in the transaction.

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for financial reporting purposes and the Company is the acquired company.

Consequently, the assets and liabilities and the

operations reflected in the historical financial statements prior to the Share Exchange will be those of BriVision and recorded

at the historical cost basis of BriVision.

In addition, the consolidated financial statements after completion of the Share Exchange

will include the assets and liabilities of the Company and BriVision, and the historical operations of BriVision and operations

of the Combined Company from the closing date of the Share Exchange.

Consequently, the assets and liabilities and the operations

reflected in the historical financial statements prior to the Share Exchange will be those of BriVision and recorded at the

historical cost basis of BriVision.

In addition, the consolidated financial statements after completion of the Share Exchange will

include the assets and liabilities of the Company and BriVision, and the historical operations of BriVision and operations of

the Combined Company from the closing date of the Share Exchange.

On February 8, 2019, the Company, BioLite Holding,

(“BioLite”), BioKey, Inc.

(“BioKey”), BioLite Acquisition Corp., a direct wholly-owned subsidiary of Parent

(“Merger Sub 1”), and BioKey Acquisition Corp., a direct wholly-owned subsidiary of Parent (“Merger Sub 2”) (collectively

referred to as the “Parties”) completed the business combination pursuant to the Agreement and Plan of Merger (the “Merger

Agreement”) dated as of January 31, 2018 where ABVC acquired BioLite and BioKey via issuing additional Common Stock of ABVC to

the shareholders of BioLite and BioKey.

(“BioLite”), BioKey, Inc.

(“BioKey”), BioLite Acquisition Corp., a direct wholly-owned subsidiary of Parent

(“Merger Sub 1”), and BioKey Acquisition Corp., a direct wholly-owned subsidiary of Parent (“Merger Sub 2”) (collectively

referred to as the “Parties”) completed the business combination pursuant to the Agreement and Plan of Merger (the “Merger

Agreement”) dated as of January 31, 2018 where ABVC acquired BioLite and BioKey via issuing additional Common Stock of ABVC to the

shareholders of BioLite and BioKey.

Pursuant to the terms of the Merger Agreement,

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ABVC issued an aggregate of 104,558,777 shares

(prior to the reverse stock split in 2019) to the shareholders of both BioLite and BioKey under a registration statement on Form S-4

(file number 333-226285), which became effective by operation of law on or about February 5, 2019.

(prior to the reverse stock split in 2019) to the shareholders of both BioLite and BioKey under a registration statement on Form S-4 (file

number 333-226285), which became effective by operation of law on or about February 5, 2019.

BioLite Holding, Inc.

(the “BioLite Holding”)

was incorporated under the laws of the State of Nevada on July 27, 2016.

BioLite BVI, Inc.

(the “BioLite BVI”), a wholly

owned subsidiary of BioLite Holding, was incorporated in the British Virgin Islands on September 13, 2016.

BioLite Holding and BioLite

BVI are holding companies and have not carried out substantive business operations of their own.

BioLite, Inc., (the “BioLite Taiwan”)

(the “BioLite BVI”), a wholly owned

subsidiary of BioLite Holding, was incorporated in the British Virgin Islands on September 13, 2016.

BioLite Holding and BioLite BVI are

holding companies and have not carried out substantive business operations of their own.

BioLite, Inc., (the “BioLite Taiwan”)

was incorporated on February 13, 2006 under the laws of Taiwan.

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In January 2017, BioLite Holding, BioLite BVI,

BioLite Taiwan, and certain shareholders of BioLite Taiwan entered into a share purchase / exchange agreement (the “BioLite Share

Purchase / Exchange Agreement”).

BioLite Taiwan, and certain shareholders of BioLite Taiwan entered into a share purchase / exchange agreement (the “BioLite Share

Purchase / Exchange Agreement”).

Pursuant to the BioLite Share Purchase / Exchange Agreement, the shareholder participants to the

BioLite Share Purchase / Exchange Agreement have sold their equity in BioLite Taiwan and were using the proceeds from such sales to purchase

shares of Common Stock of BioLite Holding at the same price per share, resulting in their owning the same number of shares of Common

Stock as they owned in the BioLite Taiwan.

shares of Common Stock of BioLite Holding at the same price per share, resulting in their owning the same number of shares of Common Stock

as they owned in the BioLite Taiwan.

Upon closing of the Share Purchase/ Exchange Agreement in August 2017, BioLite Holding ultimately

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Accounting Treatment of the Merger

The Company adopted ASC 805, “Business

Combination”

The Company adopted ASC 805, “Business Combination”

to record the merger transactions of BioKey.

Since the Company and BioLite Holding are the entities under Dr.

Jiang’s common control, the transaction is accounted for as a restructuring transaction.

All the assets and liabilities of

BioLite Holding, BioLite BVI, and BioLite Taiwan were transferred to the Company at their respective carrying amounts on the closing

date of the Merger.

The Company has recast prior period financial statements to reflect the conveyance of BioLite Holding’s common

shares as if the restructuring transaction had occurred as of the earliest date of the financial statements.

All material intercompany

accounts, transactions, and profits have been eliminated in consolidation.

The nature of and effects on earnings per share (EPS) of nonrecurring

intra-entity transactions involving long-term assets and liabilities is not required to be eliminated and EPS amounts have been recast

to include the earnings (or losses) of the transferred net assets.

Tsung-Shann Jiang’s

common control, the transaction is accounted for as a restructuring transaction.

All the assets and liabilities of BioLite Holding,

BioLite BVI, and BioLite Taiwan were transferred to the Company at their respective carrying amounts on the closing date of the Merger.

The Company has recast prior period financial statements to reflect the conveyance of BioLite Holding’s common shares as if the

restructuring transaction had occurred as of the earliest date of the financial statements.

All material intercompany accounts, transactions,

and profits have been eliminated in consolidation.

The nature of and effects on earnings per share (EPS) of nonrecurring intra-entity

transactions involving long-term assets and liabilities is not required to be eliminated and EPS amounts have been recast to include the

earnings (or losses) of the transferred net assets.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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The accompanying consolidated financial statements

have been prepared in accordance with the generally accepted accounting principles in the United States of America (the “U.S.

GAAP”).

have been prepared in accordance with the generally accepted accounting principles in the United States of America (the “U.S.

All significant intercompany transactions and account balances have been eliminated.

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of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred.

The Company’s financial statements are expressed in U.S.

The Company changed its fiscal year from the

period beginning on October 1st and ending on September 30th to the period beginning on January 1st and ending on December 31st, beginning

January 1, 2018.

All references herein to a fiscal year prior to December 31, 2017 refer to the twelve months ended September 30th of

The Company’s financial statements are expressed in U.S.

The Company changed its fiscal year from the period

beginning on October 1st and ending on September 30th to the period beginning on January 1st and ending on December 31st, beginning January

All references herein to a fiscal year prior to December 31, 2017 refer to the twelve months ended September 30th of such year.

Use of Estimates

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Forward Stock Split

On March 21, 2016, the Board of Directors of

the Company approved an amendment to Articles of Incorporation to effect a forward split at a ratio of 1 to 3.141 and increase the number

On March 21, 2016, the Board of Directors of the

Company approved an amendment to Articles of Incorporation to effect a forward split at a ratio of 1 to 3.141 and increase the number

of our authorized shares of Common Stock, par value $0.001 per share, to 360,000,000 , which was effective on April 8, 2016.

Stock Reverse Split

On March 12, 2019, the Board of Directors of

the Company by unanimous written consent in lieu of a meeting approved to i) effect a stock reverse split at the ratio of 1-for-18 (the

“Reverse Split”) of both the authorized common stock of the Company (the “Common Stock”) and the issued and outstanding

Common Stock and ii) to amend the articles of incorporation of the Company to reflect the Reverse Split.

The Board approved and authorized

the Reverse Split without obtaining approval of the Company’s shareholders pursuant to Section 78.207 of Nevada Revised Statutes.

On May 3, 2019, the Company filed a certificate of amendment to the Company’s articles of incorporation (the “Amendment”)

On March 12, 2019, the Board of Directors of the

Company by unanimous written consent in lieu of a meeting approved to i) effect a stock reverse split at the ratio of 1-for-18 (the “Reverse

Split”) of both the authorized common stock of the Company (the “Common Stock”) and the issued and outstanding Common

Stock and ii) to amend the articles of incorporation of the Company to reflect the Reverse Split.

The Board approved and authorized the

Reverse Split without obtaining approval of the Company’s shareholders pursuant to Section 78.207 of Nevada Revised Statutes.

May 3, 2019, the Company filed a certificate of amendment to the Company’s articles of incorporation (the “Amendment”)

to effect the Reverse Split with the Secretary of State of Nevada.

The Financial Industry Regulatory Authority (“FINRA”)

informed the Company that the Reverse Split was effective on May 8, 2019.

All shares and related financial information in this Form 10-K

reflect this 1-for-18 reverse stock split.

The Financial Industry Regulatory Authority (“FINRA”) informed

the Company that the Reverse Split was effective on May 8, 2019.

All shares and related financial information in this Form 10-K reflect

this 1-for-18 reverse stock split.

Fair Value Measurements

FASB ASC 820, “Fair Value Measurements”

defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework

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the use of unobservable inputs by requiring that observable inputs be used when available.

Observable inputs are inputs that reflect

the assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent

Observable inputs are inputs that reflect the

assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent

of the Company.

Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants

would use in pricing the asset or liability developed based on the best information available in the circumstances.

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the inputs into three broad levels based on the reliability of the inputs as follows:

Level 1 - Inputs are quoted prices in active markets for identical

assets or liabilities that the Company has the ability to access at the measurement date.

Valuation of these instruments does not

require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available.

Level 2 - Inputs other than quoted prices in active markets that are

either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities;

prices in markets that are not active;

or other inputs that are observable or can be corroborated by observable market data for substantially

the full term of the assets or liabilities.

Level 3 - Valuations based on inputs that are unobservable and not

corroborated by market data.

The fair value for such assets and liabilities is generally determined using pricing models, discounted

cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset

or liability.

● Level 1 - Inputs are quoted

prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are

readily and regularly available.

● Level 2 - Inputs other than

quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for

similar assets or liabilities;

quoted prices in markets that are not active;

or other inputs that are observable or can be corroborated

by observable market data for substantially the full term of the assets or liabilities.

● Level 3 - Valuations based

on inputs that are unobservable and not corroborated by market data.

The fair value for such assets and liabilities is generally determined

using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant

would use in pricing the asset or liability.

The carrying values of certain assets and liabilities

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relatively short maturities.

The carrying value of the Company’s short-term bank loan, convertible notes payable, and accrued interest

approximates their fair value as the terms of the borrowing are consistent with current market rates and the duration to maturity is

The carrying value of the Company’s long-term bank loan approximates fair value because the interest rates approximate market

rates that the Company could obtain for debt with similar terms and maturities.

The carrying value of the Company’s short-term bank loan, convertible notes payable, and accrued interest

approximates their fair value as the terms of the borrowing are consistent with current market rates and the duration to maturity is short.

The carrying value of the Company’s long-term bank loan approximates fair value because the interest rates approximate market rates

that the Company could obtain for debt with similar terms and maturities.

Cash and Cash Equivalents

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with maturities of three months or less, when purchased, to be cash equivalents.

As of March 31, 2021 and December 31, 2020, the Company’s

As of June 30, 2021 and December 31, 2020, the Company’s

cash and cash equivalents amounted $ 924,841 and $ 4,273,208 , respectively.

Some of the Company’s cash deposits are held in

financial institutions located in Taiwan where there is currently regulation mandated on obligatory insurance of bank accounts.

believes this financial institution is of high credit quality.

Some of the Company’s cash deposits are held in financial

institutions located in Taiwan where there is currently regulation mandated on obligatory insurance of bank accounts.

The Company believes

this financial institution is of high credit quality.

Restricted Cash Equivalents

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of cash held in a reserve bank account in Taiwan.

As of March 31, 2021 and December 31, 2020, the Company’s restricted cash equivalents

As of June 30, 2021 and December 31, 2020, the Company’s restricted cash equivalents

amounted $ 732,163 and $ 728,163 , respectively.

Concentration of Credit Risk

The Company’s financial instruments that

are exposed to concentrations of credit risk consist primarily of cash and cash equivalents.

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cash investments in high quality credit institutions, but these investments may be in excess of Taiwan Central Deposit Insurance Corporation

Federal Deposit Insurance Corporation’s insurance limits.

The Company does not enter into financial instruments for

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During the fiscal year 2018, the Company adopted

Accounting Standards Codification (“ASC”), Topic 606 (ASC 606), Revenue from Contracts with Customers, using the modified

retrospective method to all contracts that were not completed as of January 1, 2018, and applying the new revenue standard as an adjustment

to the opening balance of accumulated deficit at the beginning of 2018 for the cumulative effect.

The results for the Company’s

reporting periods beginning on and after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and

continue to be reported under the accounting standards in effect for the prior period.

Based on the Company’s review of existing

collaborative agreements as of January 1, 2018, the Company concluded that the adoption of the new guidance did not have a significant

change on the Company’s revenue during all periods presented.

Pursuant to ASC 606, the Company recognizes revenue

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to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that the Company determines is

within the scope of ASC 606, the Company performs the following five steps:

To determine revenue recognition for arrangements that the Company determines is within

the scope of ASC 606, the Company performs the following five steps:

(i) identify the contract(s) with a customer;

(ii) identify

the performance obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction price to the performance

(ii) identify the performance

obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction price to the performance obligations

in the contract;

and (v) recognize revenue when (or as) the Company satisfies a performance obligation.

The Company only

applies the five-step model to contracts when it is probable that the Company will collect the consideration the Company is entitled

to in exchange for the goods or services the Company transfers to the customers.

At inception of the contract, once the contract is determined

to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are

performance obligations, and assesses whether each promised good or service is distinct.

The Company then recognizes as revenue the amount

of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

The Company only applies the five-step

model to contracts when it is probable that the Company will collect the consideration the Company is entitled to in exchange for the

goods or services the Company transfers to the customers.

At inception of the contract, once the contract is determined to be within the

scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations,

and assesses whether each promised good or service is distinct.

The Company then recognizes as revenue the amount of the transaction price

that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

The following are examples of when the Company

recognizes revenue based on the types of payments the Company receives.

Collaborative Revenues —

Collaborative Revenues — The Company

recognizes collaborative revenues generated through collaborative research, development and/or commercialization agreements.

of these agreements typically include payment to the Company related to one or more of the following:

non-refundable upfront license

fees, development and commercial milestones, partial or complete reimbursement of research and development costs, and royalties on net

sales of licensed products.

Each type of payments results in collaborative revenues except for revenues from royalties on net sales of

licensed products, which are classified as royalty revenues.

non-refundable upfront license fees,

development and commercial milestones, partial or complete reimbursement of research and development costs, and royalties on net sales

of licensed products.

Each type of payments results in collaborative revenues except for revenues from royalties on net sales of licensed

products, which are classified as royalty revenues.

To date, the Company has not received any royalty revenues.

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The Company had multiple deliverables under the

collaborative agreements, including deliverables relating to grants of technology licenses, regulatory and clinical development, and

marketing activities.

Estimation of the performance periods of the Company’s deliverables requires the use of management’s

Significant factors considered in management’s evaluation of the estimated performance periods include, but are not limited

to, the Company’s experience in conducting clinical development, regulatory and manufacturing activities.

The Company reviews the

estimated duration of its performance periods under its collaborative agreements on an annually basis, and makes any appropriate adjustments

on a prospective basis.

collaborative agreements, including deliverables relating to grants of technology licenses, regulatory and clinical development, and marketing

Estimation of the performance periods of the Company’s deliverables requires the use of management’s judgment.

Significant factors considered in management’s evaluation of the estimated performance periods include, but are not limited to,

the Company’s experience in conducting clinical development, regulatory and manufacturing activities.

The Company reviews the estimated

duration of its performance periods under its collaborative agreements on an annually basis, and makes any appropriate adjustments on

a prospective basis.

Future changes in estimates of the performance period under its collaborative agreements could impact the timing

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(i) Non-refundable upfront payments

If a license to the Company’s intellectual

property is determined to be distinct from the other performance obligations identified in an arrangement, the Company recognizes revenue

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To date, the receipt of non-refundable upfront fees was solely

for the compensation of past research efforts and contributions made by the Company before the collaborative agreements entered into

and it does not relate to any future obligations and commitments made between the Company and the collaboration partners in the collaborative

for the compensation of past research efforts and contributions made by the Company before the collaborative agreements entered into and

it does not relate to any future obligations and commitments made between the Company and the collaboration partners in the collaborative

(ii) Milestone payments

The Company is eligible to receive milestone

payments under the collaborative agreement with collaboration partners based on achievement of specified development, regulatory and

commercial events.

Management evaluated the nature of the events triggering these contingent payments, and concluded that these events

fall into two categories:

(a) events which involve the performance of the Company’s obligations under the collaborative agreement

with collaboration partners, and (b) events which do not involve the performance of the Company’s obligations under the collaborative

agreement with collaboration partners.

The Company is eligible to receive milestone payments

under the collaborative agreement with collaboration partners based on achievement of specified development, regulatory and commercial

Management evaluated the nature of the events triggering these contingent payments, and concluded that these events fall into

two categories:

(a) events which involve the performance of the Company’s obligations under the collaborative agreement with collaboration

partners, and (b) events which do not involve the performance of the Company’s obligations under the collaborative agreement with

collaboration partners.

The former category of milestone payments consists

of those triggered by development and regulatory activities in the territories specified in the collaborative agreements.

concluded that each of these payments constitute substantive milestone payments.

This conclusion was based primarily on the facts that

(i) each triggering event represents a specific outcome that can be achieved only through successful performance by the Company of one

or more of its deliverables, (ii) achievement of each triggering event was subject to inherent risk and uncertainty and would result

in additional payments becoming due to the Company, (iii) each of the milestone payments is non-refundable, (iv) substantial effort is

required to complete each milestone, (v) the amount of each milestone payment is reasonable in relation to the value created in achieving

the milestone, (vi) a substantial amount of time is expected to pass between the upfront payment and the potential milestone payments,

and (vii) the milestone payments relate solely to past performance.

Based on the foregoing, the Company recognizes any revenue from these

milestone payments in the period in which the underlying triggering event occurs.

Management concluded

that each of these payments constitute substantive milestone payments.

This conclusion was based primarily on the facts that (i) each

triggering event represents a specific outcome that can be achieved only through successful performance by the Company of one or more

of its deliverables, (ii) achievement of each triggering event was subject to inherent risk and uncertainty and would result in additional

payments becoming due to the Company, (iii) each of the milestone payments is non-refundable, (iv) substantial effort is required to complete

each milestone, (v) the amount of each milestone payment is reasonable in relation to the value created in achieving the milestone, (vi)

a substantial amount of time is expected to pass between the upfront payment and the potential milestone payments, and (vii) the milestone

payments relate solely to past performance.

Based on the foregoing, the Company recognizes any revenue from these milestone payments in

the period in which the underlying triggering event occurs.

(iii) Multiple Element Arrangements

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(i) the delivered item(s) has

value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered

item(s), delivery or performance of the undelivered item(s) is considered probable and substantially within its control.

whether an item under a collaboration has standalone value, the Company considers factors such as the research, manufacturing, and commercialization

value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item(s),

delivery or performance of the undelivered item(s) is considered probable and substantially within its control.

In assessing whether an

item under a collaboration has standalone value, the Company considers factors such as the research, manufacturing, and commercialization

capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace.

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In the event that a deliverable does not represent a separate unit of accounting, the Company recognizes revenue from the

combined unit of accounting over the Company’s contractual or estimated performance period for the undelivered elements, which

is typically the term of the Company’s research and development obligations.

If there is no discernible pattern of performance

or objectively measurable performance measures do not exist, then the Company recognizes revenue under the arrangement on a straight-line

basis over the period the Company is expected to complete its performance obligations.

Conversely, if the pattern of performance in which

the service is provided to the customer can be determined and objectively measurable performance measures exist, then the Company recognizes

revenue under the arrangement using the proportional performance method.

Revenue recognized is limited to the lesser of the cumulative

amount of payments received or the cumulative amount of revenue earned, as determined using the straight-line method or proportional

performance method, as applicable, as of the period ending date.

combined unit of accounting over the Company’s contractual or estimated performance period for the undelivered elements, which is

typically the term of the Company’s research and development obligations.

If there is no discernible pattern of performance or objectively

measurable performance measures do not exist, then the Company recognizes revenue under the arrangement on a straight-line basis over

the period the Company is expected to complete its performance obligations.

Conversely, if the pattern of performance in which the service

is provided to the customer can be determined and objectively measurable performance measures exist, then the Company recognizes revenue

under the arrangement using the proportional performance method.

Revenue recognized is limited to the lesser of the cumulative amount

of payments received or the cumulative amount of revenue earned, as determined using the straight-line method or proportional performance

method, as applicable, as of the period ending date.

At the inception of an arrangement that includes

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This evaluation includes an assessment of whether:

(1) the consideration is commensurate with either the Company’s

performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting

from its performance to achieve the milestone, (2) the consideration relates solely to past performance and (3) the consideration is

reasonable relative to all of the deliverables and payment terms within the arrangement.

The Company evaluates factors such as the scientific,

clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone and the level of effort and

investment required to achieve the particular milestone in making this assessment.

There is considerable judgment involved in determining

whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive.

Milestones that are not considered

substantive are recognized as earned if there are no remaining performance obligations or over the remaining period of performance, assuming

all other revenue recognition criteria are met.

from its performance to achieve the milestone, (2) the consideration relates solely to past performance and (3) the consideration is reasonable

relative to all of the deliverables and payment terms within the arrangement.

The Company evaluates factors such as the scientific, clinical,

regulatory, commercial, and other risks that must be overcome to achieve the particular milestone and the level of effort and investment

required to achieve the particular milestone in making this assessment.

There is considerable judgment involved in determining whether

a milestone satisfies all of the criteria required to conclude that a milestone is substantive.

Milestones that are not considered substantive

are recognized as earned if there are no remaining performance obligations or over the remaining period of performance, assuming all other

revenue recognition criteria are met.

(iv) Royalties and Profit Sharing Payments

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Based on those criteria, the Company

considers these payments to be contingent revenues, and recognizes them as revenue in the period in which the applicable contingency

considers these payments to be contingent revenues, and recognizes them as revenue in the period in which the applicable contingency is

Revenues Derived from Research and Development

Activities Services —

Revenues related to research and development and regulatory activities are recognized when the related services

Activities Services — Revenues related to research and development and regulatory activities are recognized when the related services

or activities are performed, in accordance with the contract terms.

The Company typically has only one performance obligation at the

inception of a contract, which is to perform research and development services.

The Company may also provide its customers with an option

to request that the Company provides additional goods or services in the future, such as active pharmaceutical ingredient, API, or IND/NDA/ANDA/510K

The Company typically has only one performance obligation at the inception

of a contract, which is to perform research and development services.

The Company may also provide its customers with an option to request

that the Company provides additional goods or services in the future, such as active pharmaceutical ingredient, API, or IND/NDA/ANDA/510K

The Company evaluates whether these options are material rights at the inception of the contract.

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with provisions of gross or net revenue presentation.

The Company recognizes the corresponding revenues or records the corresponding

offset to research and development expenses as it satisfies the related performance obligations.

The Company recognizes the corresponding revenues or records the corresponding offset

to research and development expenses as it satisfies the related performance obligations.

The Company then determines the transaction price

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the outstanding contracts, consideration typically includes fixed consideration and variable consideration in the form of potential milestone

At the start of an agreement, the Company’s transaction price usually consists of the payments made to or by the Company

based on the number of full-time equivalent researchers assigned to the project and the related research and development expenses incurred.

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Impairment of Long-Lived Assets

The Company has adopted Accounting Standards

Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”).

ASC 360-10 requires that long-lived assets and

certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances

indicate that the carrying amount of an asset may not be recoverable.

The Company evaluates its long-lived assets for impairment annually

or more often if events and circumstances warrant.

Events relating to recoverability may include significant unfavorable changes in business

conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period.

Should impairment

in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting

from the use and ultimate disposition of the asset.

ASC 360-10 also requires assets to be disposed of be reported at the lower of the

carrying amount or the fair value less costs to sell.

The Company has adopted Accounting Standards Codification

subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”).

ASC 360-10 requires that long-lived assets and certain identifiable

intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying

amount of an asset may not be recoverable.

The Company evaluates its long-lived assets for impairment annually or more often if events

and circumstances warrant.

Events relating to recoverability may include significant unfavorable changes in business conditions, recurring

losses, or a forecasted inability to achieve break-even operating results over an extended period.

Should impairment in value be indicated,

the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and

ultimate disposition of the asset.

ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or

the fair value less costs to sell.

Long-term Equity Investment

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promote business and strategic objectives.

The Company accounts for non-marketable equity and other equity investments for which the

Company does not have control over the investees as:

Equity method investments when the Company has the ability to exercise

significant influence, but not control, over the investee.

Its proportionate share of the income or loss is recognized monthly and

is recorded in gains (losses) on equity investments.

Non-marketable cost method investments when the equity method does

Significant judgment is required to identify

whether an impairment exists in the valuation of the Company’s non-marketable equity investments, and therefore the Company considers

this a critical accounting estimate.

Its yearly analysis considers both qualitative and quantitative factors that may have a significant

impact on the investee’s fair value.

Qualitative analysis of its investments involves understanding the financial performance and

near-term prospects of the investee, changes in general market conditions in the investee’s industry or geographic area, and the

management and governance structure of the investee.

Quantitative assessments of the fair value of its investments are developed using

the market and income approaches.

The market approach includes the use of comparable financial metrics of private and public companies

and recent financing rounds.

The income approach includes the use of a discounted cash flow model, which requires significant estimates

regarding the investees’

revenue, costs, and discount rates.

The Company’s assessment of these factors in determining whether

an impairment exists could change in the future due to new developments or changes in applied assumptions.

The Company accounts for non-marketable equity and other equity investments for which the Company

does not have control over the investees as:

● Equity method investments when

the Company has the ability to exercise significant influence, but not control, over the investee.

Its proportionate share of the income

or loss is recognized monthly and is recorded in gains (losses) on equity investments.

● Non-marketable cost method

investments when the equity method does not apply.

Significant judgment is required to identify whether

an impairment exists in the valuation of the Company’s non-marketable equity investments, and therefore the Company considers this

a critical accounting estimate.

Its yearly analysis considers both qualitative and quantitative factors that may have a significant impact

on the investee’s fair value.

Qualitative analysis of its investments involves understanding the financial performance and near-term

prospects of the investee, changes in general market conditions in the investee’s industry or geographic area, and the management

and governance structure of the investee.

Quantitative assessments of the fair value of its investments are developed using the market

and income approaches.

The market approach includes the use of comparable financial metrics of private and public companies and recent

financing rounds.

The income approach includes the use of a discounted cash flow model, which requires significant estimates regarding

the investees’ revenue, costs, and discount rates.

The Company’s assessment of these factors in determining whether an impairment

exists could change in the future due to new developments or changes in applied assumptions.

Other-Than-Temporary Impairment

The Company’s long-term equity investments

are subject to a periodic impairment review.

Impairments affect earnings as follows:

Marketable equity securities include the consideration of general market

conditions, the duration and extent to which the fair value is below cost, and our ability and intent to hold the investment for

a sufficient period of time to allow for recovery of value in the foreseeable future.

The Company also considers specific adverse

conditions related to the financial health of, and the business outlook for, the investee, which may include industry and sector

performance, changes in technology, operational and financing cash flow factors, and changes in the investee’s credit rating.

The Company records other-than-temporary impairments on marketable equity securities and marketable equity method investments in

gains (losses) on equity investments.

Non-marketable equity investments based on the Company’s assessment

of the severity and duration of the impairment, and qualitative and quantitative analysis of the operating performance of the investee;

● Marketable equity securities

include the consideration of general market conditions, the duration and extent to which the fair value is below cost, and our ability

and intent to hold the investment for a sufficient period of time to allow for recovery of value in the foreseeable future.

also considers specific adverse conditions related to the financial health of, and the business outlook for, the investee, which may

include industry and sector performance, changes in technology, operational and financing cash flow factors, and changes in the investee’s

credit rating.

The Company records other-than-temporary impairments on marketable equity securities and marketable equity method investments

in gains (losses) on equity investments.

● Non-marketable equity investments based on the Company’s assessment of the severity and duration of the impairment, and qualitative and quantitative analysis of the operating performance of the investee;

adverse changes in market conditions and the regulatory or economic environment;

changes in operating structure or management of

the investee;

changes in operating structure or management of the investee;

additional funding requirements;

and the investee’s ability to remain in business.

A series of operating losses

of an investee or other factors may indicate that a decrease in value of the investment has occurred that is other than temporary

and that shall be recognized even though the decrease in value is in excess of what would otherwise be recognized by application

of the equity method.

and the investee’s ability to remain in business.

A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred that is other than temporary and that shall be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method.

A loss in value of an investment that is other than a temporary decline shall be recognized.

Evidence of a

loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the

investment or inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment.

The Company records other-than-temporary impairments for non-marketable cost method investments and equity method investments in

gains (losses) on equity investments.

Other-than-temporary impairments of equity investments were $0 and $0 for the three months

ended March 31, 2021 and 2020, respectively.

Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment.

The Company records other-than-temporary impairments for non-marketable cost method investments and equity method investments in gains (losses) on equity investments.

Other-than-temporary impairment of equity investments were $ 0 for the three and six months ended June 30, 2021.

Other-than-temporary impairment of equity investments were $ 944,204 for the three and six months ended June 30, 2020.

The Company evaluates goodwill for impairment

annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable.

testing goodwill for impairment, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than

not that the fair value of a reporting unit is less than its carrying amount.

goodwill for impairment, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that

the fair value of a reporting unit is less than its carrying amount.

If the qualitative assessment indicates that goodwill impairment

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The Company estimates the fair value of the reporting units using discounted cash flows.

Forecasts of future cash flows are based on

our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment

share, and general economic conditions.

Forecasts of future cash flows are based on our

best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share,

and general economic conditions.

The Company completed the required testing of

goodwill for impairment as of March 31, 2021, and determined that goodwill was impaired because of the current financial condition of

the Company and the Company’s inability to generate future operating income without substantial sales volume increases, which are

highly uncertain.

Furthermore, the Company anticipates future cash flows indicate that the recoverability of goodwill is not reasonably

goodwill for impairment as of June 30, 2021, and determined that goodwill was impaired because of the current financial condition of the

Company and the Company’s inability to generate future operating income without substantial sales volume increases, which are highly

Furthermore, the Company anticipates future cash flows indicate that the recoverability of goodwill is not reasonably assured.

Research and Development Expenses

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when incurred.

For CDMO business unit, the Company accounts

for R&D costs in accordance with Accounting Standards Codification (“ASC”) 730, Research and Development (“ASC

Research and development expenses are charged to expense as incurred unless there is an alternative future use in other

research and development projects or otherwise.

Research and development expenses are comprised of costs incurred in performing research

and development activities, including personnel-related costs, facilities-related overhead, and outside contracted services including

clinical trial costs, manufacturing and process development costs for both clinical and preclinical materials, research costs, and other

consulting services.

Non-refundable advance payment for goods and services that will be used in future research and development activities

are expensed when the activity has been performed or when the goods have been received rather than when the payment is made.

where the Company enters into agreements with third parties to provide research and development services, costs are expensed as services

are performed.

For CDMO business unit, the Company accounts for

R&D costs in accordance with Accounting Standards Codification (“ASC”) 730, Research and Development (“ASC 730”).

Research and development expenses are charged to expense as incurred unless there is an alternative future use in other research and development

projects or otherwise.

Research and development expenses are comprised of costs incurred in performing research and development activities,

including personnel-related costs, facilities-related overhead, and outside contracted services including clinical trial costs, manufacturing

and process development costs for both clinical and preclinical materials, research costs, and other consulting services.

Non-refundable

advance payment for goods and services that will be used in future research and development activities are expensed when the activity

has been performed or when the goods have been received rather than when the payment is made.

In instances where the Company enters into

agreements with third parties to provide research and development services, costs are expensed as services are performed.

Post-retirement and post-employment benefits

The Company’s subsidiaries in Taiwan adopted

the government mandated defined contribution plan pursuant to the Labor Pension Act (the “Act”) in Taiwan.

The Company’s subsidiaries in Taiwan adopted

the government mandated defined contribution plan pursuant to the Labor Pension Act (the “Act”) in Taiwan.

Such labor regulations

require that the rate of contribution made by an employer to the Labor Pension Fund per month shall not be less than 6% of the worker’s

monthly salaries.

Pursuant to the Act, the Company makes monthly contribution equal to 6% of employees’

salaries to the employees’

Pursuant to the Act, the Company makes monthly contribution equal to 6 % of employees’ salaries to the employees’

pension fund.

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The total amounts for such employee

benefits, which were expensed as incurred, were $2,503 and $3,598 for the three months ended March 31, 2021 and 2020, respectively.

than the above, the Company does not provide any other post-retirement or post-employment benefits.

benefits, which were expensed as incurred, were $ 2,859 and $ 3,759 for the three months ended June 30, 2021 and 2020, respectively.

total amounts for such employee benefits, which were expensed as incurred, were $ 5,362 and $ 7,357 for the six months ended June 30, 2021

and 2020, respectively.

Other than the above, the Company does not provide any other post-retirement or post-employment benefits.

Stock-based Compensation

The Company measures expense associated with

all employee stock-based compensation awards using a fair value method and recognizes such expense in the consolidated financial statements

on a straight-line basis over the requisite service period in accordance with FASB ASC Topic 718 “Compensation-Stock Compensation”.

Total employee stock-based compensation expenses were $0 and $0 for the three months ended March 31, 2021 and 2020, respectively.

The Company measures expense associated with all

employee stock-based compensation awards using a fair value method and recognizes such expense in the consolidated financial statements

on a straight-line basis over the requisite service period in accordance with FASB ASC Topic 718 “Compensation-Stock Compensation”.

Total employee stock-based compensation expenses were $ 0 for the three and six months ended June 30, 2021 and 2020, respectively.

The Company accounted for stock-based compensation

to non-employees in accordance with FASB ASC Topic 718 “Compensation-Stock Compensation”

and FASB ASC Topic 505-50 “Equity-Based

Payments to Non-Employees”

which requires that the cost of services received from non-employees is measured at fair value at the

to non-employees in accordance with FASB ASC Topic 718 “Compensation-Stock Compensation” and FASB ASC Topic 505-50 “Equity-Based

Payments to Non-Employees” which requires that the cost of services received from non-employees is measured at fair value at the

earlier of the performance commitment date or the date service is completed and recognized over the period the service is provided.

non-employee stock-based compensation expenses were $225,740 and $525 for the three months ended March 31, 2021 and 2020, respectively.

non-employee stock-based compensation expenses were $ 475,740 and $ 75 for the three months ended June 30, 2021 and 2020, respectively.

Total non-employee stock-based compensation expenses were $ 701,480 and $ 600 for the six months ended June 30, 2021 and 2020, respectively.

Beneficial Conversion Feature

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differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax

A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before the

Company is able to realize their benefits, or future deductibility is uncertain.

A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before the Company

is able to realize their benefits, or future deductibility is uncertain.

Under ASC 740, a tax position is recognized as

a benefit only if it is “more likely than not”

that the tax position would be sustained in a tax examination, with

a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with

a tax examination being presumed to occur.

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No significant penalty or interest relating to income taxes has been incurred

for the three months ended March 31, 2021 and 2020.

for the six months ended June 30, 2021 and 2020.

GAAP also provides guidance on de-recognition, classification, interest and penalties,

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On December 22, 2017, the SEC issued Staff Accounting

Bulletin (“SAB 118”), which provides guidance on accounting for tax effects of the Tax Act.

SAB 118 provides a measurement

period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740.

In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under

ASC 740 is complete.

To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but

it is able to determine a reasonable estimate, it must record a provisional estimate to be included in the financial statements.

company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the

basis of the provision of the tax laws that were in effect immediately before the enactment of the Tax Act.

While the Company is able

to make reasonable estimates of the impact of the reduction in corporate rate and the deemed repatriation transition tax, the final impact

of the Tax Act may differ from these estimates, due to, among other things, changes in our interpretations and assumptions, additional

guidance that may be issued by the I.R.S., and actions the Company may take.

The Company is continuing to gather additional information

to determine the final impact.

In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC

740 is complete.

To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is

able to determine a reasonable estimate, it must record a provisional estimate to be included in the financial statements.

cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of

the provision of the tax laws that were in effect immediately before the enactment of the Tax Act.

While the Company is able to make reasonable

estimates of the impact of the reduction in corporate rate and the deemed repatriation transition tax, the final impact of the Tax Act

may differ from these estimates, due to, among other things, changes in our interpretations and assumptions, additional guidance that

may be issued by the I.R.S., and actions the Company may take.

The Company is continuing to gather additional information to determine

the final impact.

Valuation of Deferred Tax Assets

A valuation allowance is recorded to reduce the

Company’s deferred tax assets to the amount that is more likely than not to be realized.

In assessing the need for the valuation

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against a portion or all of the deferred tax assets in that jurisdiction.

If, after recording a valuation allowance, the Company’s

projections of future taxable income and other positive evidence considered in evaluating the need for a valuation allowance prove, with

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the jurisdiction in which the valuation allowance was recorded, it may reverse a portion or all of the valuation allowance in that jurisdiction.

In such situations, the adjustment made to the deferred tax asset would have a favorable impact on its effective income tax rate and

results in the period such determination was made.

In such situations, the adjustment made to the deferred tax asset would have a favorable impact on its effective income tax rate and results

in the period such determination was made.

Loss Per Share of Common Stock

The Company calculates net loss per share in

accordance with ASC Topic 260, “Earnings per Share”.

Basic loss per share is computed by dividing the net loss by the weighted

average number of common shares outstanding during the period.

Diluted loss per share is computed similar to basic loss per share except

that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential

common stock equivalents had been issued and if the additional common shares were dilutive.

The Company calculates net loss per share in accordance

with ASC Topic 260, “Earnings per Share”.

Basic loss per share is computed by dividing the net loss by the weighted average

number of common shares outstanding during the period.

Diluted loss per share is computed similar to basic loss per share except that

the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common

stock equivalents had been issued and if the additional common shares were dilutive.

Diluted earnings per share excludes all dilutive

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Commitments and Contingencies

The Company has adopted ASC Topic 450 “Contingencies”

subtopic 20, in determining its accruals and disclosures with respect to loss contingencies.

Accordingly, estimated losses from loss

contingencies are accrued by a charge to income when information available before financial statements are issued or are available to

be issued indicates that it is probable that an assets had been impaired or a liability had been incurred at the date of the financial

statements and the amount of the loss can be reasonably estimated.

Accordingly, estimated losses from loss contingencies

are accrued by a charge to income when information available before financial statements are issued or are available to be issued indicates

that it is probable that an assets had been impaired or a liability had been incurred at the date of the financial statements and the

amount of the loss can be reasonably estimated.

Legal expenses associated with the contingency are expensed as incurred.

If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements

when it is at least reasonably possible that a material loss could be incurred.

If a loss contingency

is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably

possible that a material loss could be incurred.

Foreign-currency Transactions

For the Company’s subsidiaries in Taiwan,

the foreign-currency transactions are recorded in New Taiwan dollars (“NTD”) at the rates of exchange in effect when the

transactions occur.

Gains or losses resulting from the application of different foreign exchange rates when cash in foreign currency

is converted into New Taiwan dollars, or when foreign-currency receivables or payables are settled, are credited or charged to income

in the year of conversion or settlement.

On the balance sheet dates, the balances of foreign-currency assets and liabilities are restated

at the prevailing exchange rates and the resulting differences are charged to current income except for those foreign currencies denominated

investments in shares of stock where such differences are accounted for as translation adjustments under the Statements of Stockholders’

Equity (Deficit).

For the Company’s subsidiaries in Taiwan,

the foreign-currency transactions are recorded in New Taiwan dollars (“NTD”) at the rates of exchange in effect when the transactions

Gains or losses resulting from the application of different foreign exchange rates when cash in foreign currency is converted into

New Taiwan dollars, or when foreign-currency receivables or payables are settled, are credited or charged to income in the year of conversion

or settlement.

On the balance sheet dates, the balances of foreign-currency assets and liabilities are restated at the prevailing exchange

rates and the resulting differences are charged to current income except for those foreign currencies denominated investments in shares

of stock where such differences are accounted for as translation adjustments under the Statements of Stockholders’ Equity (Deficit).

Translation Adjustment

The accounts of the Company’s subsidiaries

in Taiwan were maintained, and their financial statements were expressed, in New Taiwan Dollar (“NT$”).

The accounts of the Company’s subsidiaries

in Taiwan were maintained, and their financial statements were expressed, in New Taiwan Dollar (“NT$”).

Such financial statements

were translated into U.S.

Dollars (“$”

or “USD”) in accordance ASC 830, “Foreign Currency Matters”,

Dollars (“$” or “USD”) in accordance ASC 830, “Foreign Currency Matters”,

with the NT$ as the functional currency.

According to the Statement, all assets and liabilities are translated at the current exchange

rate, stockholder’s deficit are translated at the historical rates and income statement items are translated at an average exchange

rate for the period.

The resulting translation adjustments are reported under other comprehensive income (loss) as a component of stockholders’

equity (deficit).

Recent Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Income

Taxes (Topic 740):

Simplifying the Accounting for Income Taxes , as part of its overall simplification initiative to reduce costs

and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of

financial statements.

The FASB’s amendments primarily impact ASC 740, Income Taxes , and may impact both interim and

annual reporting periods.

ASU 2019-12 will be effective for fiscal years beginning after December 15, 2020, and interim periods within

those fiscal years and early adoption is permitted.

The Company is currently evaluating the impact of adopting ASU 2019-12.

In August 2020, the

FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s

In August 2020, the FASB

issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity’s

Own Equity (Subtopic 815-40) , to reduce the complexity associated with applying U.S.

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Collaborative agreements with BHK

(i) On February 24, 2015, BioLite Taiwan and

BioHopeKing Corporation (the “BHK”) entered into a co-development agreement, (the “BHK Co-Development Agreement”),

pursuant to which it is collaborative with BHK to develop and commercialize BLI-1401-2 (Botanical Drug) Triple Negative Breast Cancer

(TNBC) Combination Therapy (BLI-1401-2 Products) in Asian countries excluding Japan for all related intellectual property rights, and

has developed it for medicinal use in collaboration with outside researchers.

The development costs shall be shared 50/50 between BHK

and the Company.

The BHK Co-Development Agreement will remain in effect for fifteen years from the date of first commercial sale of the

Product in in Asia excluding Japan.

(i) On February 24, 2015, BioLite Taiwan and BioHopeKing

Corporation (the “BHK”) entered into a co-development agreement, (the “BHK Co-Development Agreement”), pursuant

to which it is collaborative with BHK to develop and commercialize BLI-1401-2 (Botanical Drug) Triple Negative Breast Cancer (TNBC) Combination

Therapy (BLI-1401-2 Products) in Asian countries excluding Japan for all related intellectual property rights, and has developed it for

medicinal use in collaboration with outside researchers.

The development costs shall be shared 50/50 between BHK and the Company.

BHK Co-Development Agreement will remain in effect for fifteen years from the date of first commercial sale of the Product in in Asia

excluding Japan.

On July 27, 2016, BioLite Taiwan and BHK agreed

to amend the payment terms of the milestone payment in an aggregate amount of $ 10 million based on the following schedule:

Upon the signing of the BHK Co-Development Agreement:

● Upon the signing of the BHK

Co-Development Agreement:

$1 million, or 10% of total payment

● Upon the first Investigational

New Drug (IND) submission and BioLite Taiwan will deliver all data to BHK according to FDA Reviewing requirement:

$1 million, or 10%

of total payment

Upon the first Investigational New Drug (IND) submission and BioLite

Taiwan will deliver all data to BHK according to FDA Reviewing requirement:

$1 million, or 10% of total payment

At the completion of first phase II clinical trial:

● At the completion of first

phase II clinical trial:

$1 million, or 10% of total payment

At the initiation of phase III of clinical trial research:

● At the initiation of phase

III of clinical trial research:

$3 million, or 30% of total payment

Upon the New Drug Application (NDA) submission:

● Upon the New Drug Application

(NDA) submission:

$4 million, or 40% of total payment

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The Company concluded that

the deliverables are considered separate units of accounting as the delivered items have value to the customer on a standalone basis

and recognized this cash receipt as collaboration revenue when all research, technical, and development data was delivered to BHK in

The receipt is for the compensation of past research efforts and contributions made by BioLite Taiwan before this collaborative

agreement was signed and it does not relate to any future commitments made by BioLite Taiwan and BHK in this collaborative agreement.

In August 2016, the Company has received the second milestone payment of NT$31,649,000, approximately equivalent to $1 million, and recognized

collaboration revenue for the year ended December 31, 2016.

As of the date of this report, the Company has not completed the first phase

II clinical trial.

the deliverables are considered separate units of accounting as the delivered items have value to the customer on a standalone basis and

recognized this cash receipt as collaboration revenue when all research, technical, and development data was delivered to BHK in 2015.

The receipt is for the compensation of past research efforts and contributions made by BioLite Taiwan before this collaborative agreement

was signed and it does not relate to any future commitments made by BioLite Taiwan and BHK in this collaborative agreement.

2016, the Company has received the second milestone payment of NT$ 31,649,000 , approximately equivalent to $ 1 million, and recognized collaboration

revenue for the year ended December 31, 2016.

As of the date of this report, the Company has not completed the first phase II clinical

In addition to the milestone payments, BioLite

Taiwan is entitled to receive royalty on 12% of BHK’s net sales related to BLI-1401-2 Products.

As of March 31, 2021 and December

Taiwan is entitled to receive royalty on 12 % of BHK’s net sales related to BLI-1401-2 Products.

As of June 30, 2021 and December

31, 2020, the Company has not earned the royalty under the BHK Co-Development Agreement.

(ii) On December 9, 2015, BioLite Taiwan entered

into another two collaborative agreements (the “BHK Collaborative Agreements”), pursuant to which it is collaborative with

BHK to co-develop and commercialize BLI-1005 for “Targeting Major Depressive Disorder”

(BLI-1005 Products) and BLI-1006 for

“Targeting Inflammatory Bowel Disease”

(BLI-1006 Products) in Asia excluding Japan for all related intellectual property

rights, and has developed it for medicinal use in collaboration with outside researchers.

The development costs shall be shared 50/50

between BHK and the Company.

The BHK Co-Development Agreement will remain in effect for fifteen years from the date of first commercial

sale of the Product in in Asia excluding Japan.

into another two collaborative agreements (the “BHK Collaborative Agreements”), pursuant to which it is collaborative with

BHK to co-develop and commercialize BLI-1005 for “Targeting Major Depressive Disorder” (BLI-1005 Products) and BLI-1006 for

“Targeting Inflammatory Bowel Disease” (BLI-1006 Products) in Asia excluding Japan for all related intellectual property rights,

and has developed it for medicinal use in collaboration with outside researchers.

The development costs shall be shared 50/50 between

BHK and the Company.

The BHK Co-Development Agreement will remain in effect for fifteen years from the date of first commercial sale of

the Product in in Asia excluding Japan.

In 2015, the Company recognized the cash receipt

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equivalent to $1.60 million, BioLite Taiwan is entitled to receive 50% of the future net licensing income or net sales profit.

March 31, 2021 and December 31, 2020, the Company has not earned the royalty under the BHK Collaborative Agreements.

30, 2021 and December 31, 2020, the Company has not earned the royalty under the BHK Collaborative Agreements.

Co-Development agreement with Rgene Corporation,

a related party

On May 26, 2017, BriVision entered into a

co-development agreement (the “Co-Dev Agreement”) with Rgene Corporation (the “Rgene”), a related party

under common control by controlling beneficiary shareholder of YuanGene Corporation and the Company (See Note 12).

Co-Dev Agreement, BriVision and Rgene agreed to co-develop and commercialize ABV-1507 HER2/neu Positive Breast Cancer Combination

Therapy, ABV-1511 Pancreatic Cancer Combination Therapy and ABV-1527 Ovary Cancer Combination Therapy.

Under the terms of the Co-Dev

Agreement, Rgene is required to pay the Company $3,000,000 in cash or stock of Rgene with equivalent value by August 15, 2017.

The payment is for the compensation of BriVision’s past research efforts and contributions made by BriVision before the Co-Dev

Agreement was signed and it does not relate to any future commitments made by BriVision and Rgene in this Co-Dev Agreement.

addition to $3,000,000, the Company is entitled to receive 50% of the future net licensing income or net sales profit earned by

Rgene, if any, and any development costs shall be equally shared by both BriVision and Rgene.

On May 26, 2017, BriVision entered into a co-development

agreement (the “Co-Dev Agreement”) with Rgene Corporation (the “Rgene”), a related party under common control

by controlling beneficiary shareholder of YuanGene Corporation and the Company (See Note 12).

Pursuant to Co-Dev Agreement, BriVision

and Rgene agreed to co-develop and commercialize ABV-1507 HER2/neu Positive Breast Cancer Combination Therapy, ABV-1511 Pancreatic Cancer

Combination Therapy and ABV-1527 Ovary Cancer Combination Therapy.

Under the terms of the Co-Dev Agreement, Rgene is required to pay

the Company $ 3,000,000 in cash or stock of Rgene with equivalent value by August 15, 2017.

The payment is for the compensation of BriVision’s

past research efforts and contributions made by BriVision before the Co-Dev Agreement was signed and it does not relate to any future

commitments made by BriVision and Rgene in this Co-Dev Agreement.

In addition to $ 3,000,000 , the Company is entitled to receive 50 % of

the future net licensing income or net sales profit earned by Rgene, if any, and any development costs shall be equally shared by both

BriVision and Rgene.

On June 1, 2017, the Company has delivered all

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in connection with the Co-Dev Agreement as additional paid-in capital during the year ended December 31, 2017.

During the year ended

December 31, 2017, the Company has received $450,000 in cash.

On December 24, 2018, the Company received the remaining balance of $2,550,000

in the form of newly issued shares of Rgene’s Common Stock, at the price of NT$50 (approximately equivalent to $1.60 per share),

for an aggregate number of 1,530,000 shares, which accounted for equity method long-term investment as of December 31, 2018.

year ended December 31, 2018, the Company has recognized investment loss of $549.

On December 31, 2018, the Company determined to fully

write off this investment based on the Company’s assessment of the severity and duration of the impairment, and qualitative and

quantitative analysis of the operating performance of the investee, adverse changes in market conditions and the regulatory or economic

environment, changes in operating structure of Rgene, additional funding requirements, and Rgene’s ability to remain in business.

All projects that have been initiated will be managed and supported by the Company and Rgene.

The Company and Rgene signed an amendment to

the Co-Dev Agreement on November 10, 2020, pursuant to which both parties agreed to delete AB-1507 HER2/neu Positive Breast Cancer Combination

During the year ended December

31, 2017, the Company has received $ 450,000 in cash.

On December 24, 2018, the Company received the remaining balance of $2,550,000 in

the form of newly issued shares of Rgene’s Common Stock, at the price of NT$50 (approximately equivalent to $1.60 per share), for

an aggregate number of 1,530,000 shares, which accounted for equity method long-term investment as of December 31, 2018.

During the year

ended December 31, 2018, the Company has recognized investment loss of $549.

On December 31, 2018, the Company determined to fully write

off this investment based on the Company’s assessment of the severity and duration of the impairment, and qualitative and quantitative

analysis of the operating performance of the investee, adverse changes in market conditions and the regulatory or economic environment,

changes in operating structure of Rgene, additional funding requirements, and Rgene’s ability to remain in business.

that have been initiated will be managed and supported by the Company and Rgene.

The Company and Rgene signed an amendment to the

Co-Dev Agreement on November 10, 2020, pursuant to which both parties agreed to delete AB-1507 HER2/neu Positive Breast Cancer Combination

Therapy and AB 1527 Ovary Cancer Combination Therapy and add ABV-1519 EGFR Positive Non-Small Cell Lung Cancer Combination Therapy and

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a related party

On July 24, 2017, BriVision entered into a

collaborative agreement (the “BioFirst Collaborative Agreement”) with BioFirst Corporation (“BioFirst”),

pursuant to which BioFirst granted the Company the global licensing right for medical use of the product (the

“Product”):

BFC-1401 Vitreous Substitute for Vitrectomy.

BioFirst is a related party to the Company because a

controlling beneficiary shareholder of YuanGene Corporation and the Company is one of the directors and Common Stock shareholders of

BioFirst (See Note 12).

Pursuant to the BioFirst Collaborative Agreement,

the Company will co-develop and commercialize the Product with BioFirst and pay BioFirst in a total amount of $3,000,000 in cash or stock

of the Company before December 31, 2018.

The amount of $3,000,000 is in connection with the compensation for BioFirst’s past research

efforts and contributions made by BioFirst before the BioFirst Collaborative Agreement was signed and it does not relate to any future

commitments made by BioFirst and BriVision in this BioFirst Collaborative Agreement.

In addition, the Company is entitled to receive

50% of the future net licensing income or net sales profit, if any, and any development cost shall be equally shared by both BriVision

and BioFirst.

On July 24, 2017, BriVision entered into a collaborative

agreement (the “BioFirst Collaborative Agreement”) with BioFirst Corporation (“BioFirst”), pursuant to which BioFirst

granted the Company the global licensing right for medical use of the product (the “Product”):

BFC-1401 Vitreous Substitute

for Vitrectomy.

BioFirst is a related party to the Company because a controlling beneficiary shareholder of YuanGene Corporation and the

Company is one of the directors and Common Stock shareholders of BioFirst (See Note 12).

Pursuant to the BioFirst Collaborative Agreement, the Company will

co-develop and commercialize the Product with BioFirst and pay BioFirst in a total amount of $ 3,000,000 in cash or stock of the Company

before September 30, 2018.

The amount of $ 3,000,000 is in connection with the compensation for BioFirst’s past research efforts

and contributions made by BioFirst before the BioFirst Collaborative Agreement was signed and it does not relate to any future commitments

made by BioFirst and BriVision in this BioFirst Collaborative Agreement.

In addition, the Company is entitled to receive 50 % of the future

net licensing income or net sales profit, if any, and any development cost shall be equally shared by both BriVision and BioFirst.

On September 25, 2017, BioFirst has delivered

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According to ASC 730-10-25-1, absent alternative future

uses the acquisition of product rights to be used in research and development activities must be charged to research and development

expenses immediately.

Hence, the entire amount of $3,000,000 is fully expensed as research and development expense during the year ended

December 31, 2017.

uses the acquisition of product rights to be used in research and development activities must be charged to research and development expenses

Hence, the entire amount of $ 3,000,000 is fully expensed as research and development expense during the year ended December

On June 30, 2019, BriVision entered into a Stock

Purchase Agreement (the “Purchase Agreement”) with BioFirst Corporation (“BioFirst”).

Pursuant to the Purchase

Agreement, the Company issued 428,571 shares of the Company’s common stock (the “Shares”) to BioFirst in consideration

for $3,000,000 owed by the Company to BioFirst (the “Total Payment”) in connection with a certain collaborative agreement

between the Company and BioFirst dated July 24, 2017 (the “Collaborative Agreement”).

Pursuant to the Collaborative Agreement,

BioFirst granted the Company the global licensing right to co-develop BFC-1401 or ABV-1701 Vitreous Substitute for Vitrectomy for medical

purposes in consideration for the Total Payment.

On August 5, 2019, BriVision entered into a second

Stock Purchase Agreement (“Purchase Agreement 2”) with BioFirst Corporation (“BioFirst”).

Pursuant to Purchase

Agreement 2, the Company issued 414,702 shares of the Company’s common stock (the “Shares”) to BioFirst in consideration

for $2,902,911 owed by the Company to BioFirst (the “Total Payment”) in connection with a loan provided to BriVision from

Purchase Agreement (the “Purchase Agreement”) with BioFirst Corporation.

Pursuant to the Purchase Agreement, the Company issued

428,571 shares of the Company’s common stock to BioFirst in consideration for $ 3,000,000 owed by the Company to BioFirst (the “Total

Payment”) in connection with a certain collaborative agreement between the Company and BioFirst dated July 24, 2017 (the “Collaborative

Pursuant to the Collaborative Agreement, BioFirst granted the Company the global licensing right to co-develop BFC-1401

or ABV-1701 Vitreous Substitute for Vitrectomy for medical purposes in consideration for the Total Payment.

On August 5, 2019, BriVision entered into a second Stock Purchase Agreement

(“Purchase Agreement 2”) with BioFirst Corporation.

Pursuant to Purchase Agreement 2, the Company issued 414,702 shares of

the Company’s common stock to BioFirst in consideration for $ 2,902,911 owed by the Company to BioFirst in connection with a loan

provided to BriVision from BioFirst.

Inventory consists of the following:

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PROPERTY AND EQUIPMENT

equipment as of March 31, 2021 and December 31, 2020 are summarized as follows:

equipment as of June 30, 2021 and December 31, 2020 are summarized as follows:

Buildings and leasehold improvements

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accumulated depreciation

( 3,306,438 )

( 3,298,688 )

Property and equipment, net

Depreciation expenses were $ 2,941 and $ 10,425

for three months ended March 31, 2021 and 2020, respectively.

for three months ended June 30, 2021 and 2020, respectively.

Depreciation expenses were $ 5,869 and $ 21,599 for six months ended

June 30, 2021 and 2020, respectively.

LONG-TERM INVESTMENTS

The ownership percentages of each investee are listed as follows:

(1) The ownership percentages of each

investee are listed as follows:

Ownership percentage

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Equity Method

The extent the investee relies on the company for its business are summarized as follows:

(2) The extent the investee relies on

the company for its business are summarized as follows:

Name of related party

The extent the investee relies on the Company

for its business

The extent the investee relies on the Company for its business

Braingenesis Biotechnology Co., Ltd.

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Collaborating with the Company to develop and commercialize drugs

Long-term investment mainly consists of the following:

(3) Long-term investment mainly consists

of the following:

Non-marketable Cost Method Investments, net

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Rgene Corporation

Corporation (the “BioFirst”):

The Company holds an equity interest

in BioFirst Corporation, accounting for its equity interest using the equity method to accounts for its equity investment as prescribed

in ASC 323, Investments—Equity Method and Joint Ventures (“ASC 323”).

Equity method adjustments include the Company’s

proportionate share of investee’s income or loss and other adjustments required by the equity method.

As of March 31, 2021 and December

31, 2020, the Company owns 15.99% and 15.99% common stock shares of BioFirst, respectively.

During the three months ended March 31, 2021,

the Company made prepayment for equity investment in BioFirst to purchase additional 132,000 shares issued by BioFirst in the aggregate

amount of $281,952.

Summarized financial information for the Company’s

BioFirst Corporation (the “BioFirst”):

The Company holds an equity interest in BioFirst Corporation, accounting

for its equity interest using the equity method to accounts for its equity investment as prescribed in ASC 323, Investments—Equity

Method and Joint Ventures (“ASC 323”).

Equity method adjustments include the Company’s proportionate share of investee’s

income or loss and other adjustments required by the equity method.

As of June 30, 2021 and December 31, 2020, the Company owns 15.99 %

and 15.99 % common stock shares of BioFirst, respectively.

During the six months ended June 30, 2021, the Company made prepayment for equity

investment in BioFirst to purchase additional 197,000 shares issued by BioFirst in the aggregate amount of $ 421,974 .

Summarized financial information for the Company’s

equity method investee, BioFirst, is as follows:

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Non-current Liabilities

Stockholders’

Stockholders’ Equity

Statement of operation

Three Months Ended

Six Months Ended

Share of losses from investments accounted for using the equity method

Corporation (the “Rgene”)

Rgene Corporation (the “Rgene”)

Both Rgene and the Company are under

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Tsung-Shann Jiang is able to exercise significant

influence, but not control, over the Rgene, the Company determined to use the equity method to accounts for its equity investment as

prescribed in ASC 323, Investments—Equity Method and Joint Ventures (“ASC 323”).

Equity method adjustments include

the Company’s proportionate share of investee’s income or loss and other adjustments required by the equity method.

March 31, 2021 and December 31, 2020, the Company owns 31.62% and 31.62% Common Stock shares of Rgene, respectively.

Summarized financial information for the Company’s

influence, but not control, over the Rgene, the Company determined to use the equity method to accounts for its equity investment as prescribed

in ASC 323, Investments—Equity Method and Joint Ventures (“ASC 323”).

Equity method adjustments include the Company’s

proportionate share of investee’s income or loss and other adjustments required by the equity method.

As of June 30, 2021 and December

31, 2020, the Company owns 31.62 % and 31.62 % Common Stock shares of Rgene, respectively.

Summarized financial information for the Company’s

equity method investee, Rgene, is as follows:

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Noncurrent Liabilities

Shareholders’

Shareholders’ Deficit

( 1,130,141 )

Statement of operations

Three Months Ended

Six Months Ended

Share of loss from investments accounted for using the equity method

(4) Disposition

of long-term investment

Disposition of long-term investment

During the year ended December 31,

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loss of $40,589 and impairment loss of $961,217 for the same period.

As of March 31.

2021, there is no disposition of long-term investment.

on Equity Investments

As of June 30, 2021, there is no disposition of long-term investment.

Losses on Equity Investments

The components of losses on equity investments

for each period were as follows:

Three Months Ended

Six Months Ended

Share of equity method investee losses

$ ( 101,382 )

$ ( 180,067 )

CONVERTIBLE NOTES PAYABLE

On May 9, 2018, the Company issued an eighteen-month

term unsecured convertible promissory note (the “Yu and Wei Note”) in an aggregate principal amount of $300,000 to Guoliang

Yu and Yingfei Wei Family Trust (the “Yu and Wei”), pursuant to which the Company received $300,000.

term unsecured convertible promissory note (the “Yu and Wei Note”) in an aggregate principal amount of $ 300,000 to Guoliang

Yu and Yingfei Wei Family Trust (the “Yu and Wei”), pursuant to which the Company received $ 300,000 .

The Yu and Wei Note bears

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and unpaid interest on the Eighteenth (18) month anniversary of the issuance date of the Yu and Wei Note, which is on November 8, 2019.

In the event that the Company raises gross proceeds from the sale of its common stock of at least $5,000,000 (an “Equity Offering”)

In the event that the Company raises gross proceeds from the sale of its common stock of at least $ 5,000,000 (an “Equity Offering”)

then within five days of the closing for such offering, the Company must repay the outstanding amount of this Yu and Wei Note.

time from the date hereof until this Yu and Wei Note has been satisfied, the Yu and Wei may convert the unpaid and outstanding principal

plus any accrued and unpaid interest and or default interest, if any, into shares of the Company’s common stock at a conversion

price (the “Conversion Price”) equal to the lower of (i) $2.00 per share (the “Fixed Conversion Price”), subject

to adjustment or (ii) 80% of the per share offering price (the “Alternative Conversion Price”) of any completed equity offering

plus any accrued and unpaid interest and or default interest, if any, into shares of the Company’s common stock at a conversion

price (the “Conversion Price”) equal to the lower of (i) $ 2.00 per share (the “Fixed Conversion Price”), subject

to adjustment or (ii) 80 % of the per share offering price (the “Alternative Conversion Price”) of any completed equity offering

of the Company in an amount exceeding $ 500,000 that occurs when any part of the Yu and Wei Note is outstanding, subject to adjustments

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The Company shall pay to the Yu and Wei an amount in cash representing all outstanding principal and accrued

and unpaid interest on the Twelve (12) month anniversary of the issuance date of the new “Yu and Wei”

Note, which is on January

On April 5, 2020, the Company entered into an exchange agreement with “Yu and Wei”.

and unpaid interest on the Twelve (12) month anniversary of the issuance date of the new “Yu and Wei” Note, which is on January

On April 5, 2020, the Company entered into an exchange agreement with “Yu and Wei”.

The aggregate principal amount

plus accrued interest expenses were $354,722, and the Company agreed to issue to the Holders an aggregate of 192,784 shares of the Company’s

common stock, and warrants to purchase 192,784 shares of the Company’s common stock.

As of March 31, 2021, these common shares have

plus accrued interest expenses were $ 354,722 , and the Company agreed to issue to the Holders an aggregate of 192,784 shares of the Company’s

common stock, and warrants to purchase 192,784 shares of the Company’s common stock.

As of June 30, 2021, these common shares have

On June 27, 2018, the Company issued an eighteen-month

term unsecured convertible promissory note (the “Keypoint Note”) in the aggregate principal amount of $250,000 to Keypoint

term unsecured convertible promissory note (the “Keypoint Note”) in the aggregate principal amount of $ 250,000 to Keypoint

Technology Ltd.

(“Keypoint”), a related party, pursuant to which the Company received $250,000.

(“Keypoint”), a related party, pursuant to which the Company received $ 250,000 .

The Keypoint Note bears interest

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interest on the Eighteenth (18) month anniversary of the issuance date of the Keypoint Note, which is on December 26, 2019.

that the Company raises gross proceeds from the sale of its common stock of at least $5,000,000 (an “Equity Offering”) then

that the Company raises gross proceeds from the sale of its common stock of at least $ 5,000,000 (an “Equity Offering”) then

within five days of the closing for such offering, the Company must repay the outstanding amount of this Keypoint Note.

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the date hereof until this Keypoint Note has been satisfied, Keypoint may convert the unpaid and outstanding principal plus any accrued

and unpaid interest and or default interest, if any, into shares of the Company’s common stock at a conversion price (the “Conversion

Price”) equal to the lower of (i) $2.00 per share (the “Fixed Conversion Price”), subject to adjustment or (ii) 80%

of the per share offering price (the “Alternative Conversion Price”) of any completed equity offering of the Company in an

and unpaid interest and or default interest, if any, into shares of the Company’s common stock at a conversion price (the “Conversion

Price”) equal to the lower of (i) $2.00 per share (the “Fixed Conversion Price”), subject to adjustment or (ii) 80%

of the per share offering price (the “Alternative Conversion Price”) of any completed equity offering of the Company in an

amount exceeding $500,000 that occurs when any part of the Keypoint Note is outstanding, subject to adjustments set forth in the Keypoint

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The Company shall pay to the Keypoint an amount in cash representing all outstanding principal and accrued and unpaid interest on the

Twelve (12) month anniversary of the issuance date of the new “Keypoint”

Note, which is on January 20, 2021.

Twelve (12) month anniversary of the issuance date of the new “Keypoint” Note, which is on January 20, 2021.

On April 5, 2020,

the Company entered into an exchange agreement with “Keypoint”.

The aggregate principal amount plus accrued interest expenses

were $292,826, and the Company agreed to issue to the Holders an aggregate of 159,145 shares of the Company’s common stock, and

warrants to purchase 159,145 shares of the Company’s common stock.

As of March 31, 2021, these common shares have been issued.

were $292,826, and the Company agreed to issue to the Holders an aggregate of 159,145 shares of the Company’s common stock, and

warrants to purchase 159,145 shares of the Company’s common stock.

As of June 30, 2021, these common shares have been issued.

On August 25, 2018, the Company issued an eighteen-month

term unsecured convertible promissory notes (the “Odaira Note”) in the aggregate principal amount of $250,000 to Yoshinobu

(“Odaira”), pursuant to which the Company received $250,000.

term unsecured convertible promissory notes (the “Odaira Note”) in the aggregate principal amount of $ 250,000 to Yoshinobu

(“Odaira”), pursuant to which the Company received $ 250,000 .

The Odaira Note bears interest at 8 % per annum.

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In the event that the Company raises gross proceeds

from the sale of its common stock of at least $5,000,000 (an “Equity Offering”) then within five days of the closing for such

from the sale of its common stock of at least $ 5,000,000 (an “Equity Offering”) then within five days of the closing for such

offering, the Company must repay the outstanding amount of this Odaira Note.

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been satisfied, Odaira may convert the unpaid and outstanding principal plus any accrued and unpaid interest and or default interest,

if any, into shares of the Company’s common stock at a conversion price (the “Conversion Price”) equal to the lower

of (i) $2.00 per share (the “Fixed Conversion Price”), subject to adjustment or (ii) 80% of the per share offering price (the

“Alternative Conversion Price”) of any completed equity offering of the Company in an amount exceeding $500,000 that occurs

if any, into shares of the Company’s common stock at a conversion price (the “Conversion Price”) equal to the lower

of (i) $2.00 per share (the “Fixed Conversion Price”), subject to adjustment or (ii) 80% of the per share offering price (the

“Alternative Conversion Price”) of any completed equity offering of the Company in an amount exceeding $500,000 that occurs

when any part of the Odaira Note is outstanding, subject to adjustments set forth in the Odaira Note.

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in cash representing all outstanding principal and accrued and unpaid interest on the Twelve (12) month anniversary of the issuance date

of the new “Odaira”

Note, which is on January 20, 2021.

of the new “Odaira” Note, which is on January 20, 2021.

On April 5, 2020, the Company entered into an exchange agreement with

“Odaira”.

The aggregate principal amount plus accrued interest expenses were $284,036, and the Company agreed to issue to

the Holders an aggregate of 154,368 shares of the Company’s common stock, and warrants to purchase 154,368 shares of the Company’s

common stock.

As of March 31, 2021, these common shares have been issued.

As of June 30, 2021, these common shares have been issued.

On May 30 and July 10, 2019, the Company issued

two (2) twelve-month term unsecured convertible promissory notes (the “KSL Note”) in an aggregate principal amount of $250,000

to Kuo Sheng Lung (the “KSL”), pursuant to which the Company received $160,000 and $90,000, respectively.

two (2) twelve-month term unsecured convertible promissory notes (the “KSL Note”) in an aggregate principal amount of $ 250,000

to Kuo Sheng Lung (the “KSL”), pursuant to which the Company received $ 160,000 and $ 90,000 , respectively.

The KSL Note bears

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time from the issuance date until the KSL Note has been satisfied, the KSL may convert the unpaid and outstanding principal plus any accrued

and unpaid interest and or default interest, if any, into shares of the Company’s common stock at a conversion price (the “Conversion

Price”) equal to the lower of (i) $0.50 per share (the “Fixed Conversion Price”), subject to adjustment, or (ii) 70%

of the per share offering price (the “Alternative Conversion Price”) of the completed public equity offering of the Company

and unpaid interest and or default interest, if any, into shares of the Company’s common stock at a conversion price (the “Conversion

Price”) equal to the lower of (i) $0.50 per share (the “Fixed Conversion Price”), subject to adjustment, or (ii) 70%

of the per share offering price (the “Alternative Conversion Price”) of the completed public equity offering of the Company

in an amount exceeding $10,000,000 as stated on the registration statement on a Form S-1 filed with the Securities and Exchange Commission

on November 14, 2018 (the “Public Offering”), as amended from time to time.

In accordance with FASB ASC 470-20, the Company

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On November 9, 2020, the Company

entered into an agreement with “KSL”.

The aggregate principal amount plus accrued interest expenses are $270,272, and KSL

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KSL agreed to purchase and the

Company agreed to issue 120,121 shares of the Company’s common stock and warrants for a purchase price of $270,272.

31, 2021, the Company issued to the Holders an aggregate of 120,121 shares of the Company’s common stock.

Company agreed to issue 120,121 shares of the Company’s common stock and warrants for a purchase price of $270,272.

30, 2021, the Company issued to the Holders an aggregate of 120,121 shares of the Company’s common stock.

On July 10, 2019, the Company issued a twelve-month

term unsecured convertible promissory note (the “NEA Note”) in an aggregate principal amount of $250,000 to New Eastern Asia

(the “NEA”), a related party, pursuant to which the Company received $250,000 on July 10, 2019.

term unsecured convertible promissory note (the “NEA Note”) in an aggregate principal amount of $ 250,000 to New Eastern Asia

(the “NEA”), a related party, pursuant to which the Company received $ 250,000 on July 10, 2019.

The NEA Note bears interest

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until this NEA Note has been satisfied, the NEA may convert the unpaid and outstanding principal plus any accrued and unpaid interest

and or default interest, if any, into shares of the Company’s common stock at a conversion price (the “Conversion Price”)

equal to the lower of (i) $.50 per share (the “Fixed Conversion Price”), subject to adjustment, or (ii) 70% of the per share

offering price (the “Alternative Conversion Price”) of the completed public equity offering of the Company in an amount exceeding

and or default interest, if any, into shares of the Company’s common stock at a conversion price (the “Conversion Price”)

equal to the lower of (i) $.50 per share (the “Fixed Conversion Price”), subject to adjustment, or (ii) 70% of the per share

offering price (the “Alternative Conversion Price”) of the completed public equity offering of the Company in an amount exceeding

$10,000,000 as stated on the registration statement on a Form S-1 filed with the Securities and Exchange Commission on November 14, 2018

(the “Public Offering”), as amended from time to time.

In accordance with FASB ASC 470-20, the Company recognized none of

the intrinsic value of embedded beneficial conversion feature present in the NEA Note.

As of March 31, 2021, the Company paid off the convertible

As of June 30, 2021, the Company paid off the convertible

promissory note of $306,667, including principal and accrued and unpaid interest expense.

On August 28, 2019, the Company issued a twelve-month

term unsecured convertible promissory note (the “KLS Note”) in an aggregate principal amount of $200,000 to Kuo Li Shen (the

“KLS”), pursuant to which the Company received $200,000 on August 28, 2019.

term unsecured convertible promissory note (the “KLS Note”) in an aggregate principal amount of $ 200,000 to Kuo Li Shen (the

“KLS”), pursuant to which the Company received $ 200,000 on August 28, 2019.

The KLS Note bears interest at 20 % per annum.

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KLS Note has been satisfied, the KLS may convert the unpaid and outstanding principal plus any accrued and unpaid interest and or default

interest, if any, into shares of the Company’s common stock at a conversion price (the “Conversion Price”) equal to

the lower of (i) $.50 per share (the “Fixed Conversion Price”), subject to adjustment, or (ii) 70% of the per share offering

price (the “Alternative Conversion Price”) of the completed public equity offering of the Company in an amount exceeding $10,000,000

as stated on the registration statement on a Form S-1 filed with the Securities and Exchange Commission on November 14, 2018 (the “Public

Offering”), as amended from time to time.

interest, if any, into shares of the Company’s common stock at a conversion price (the “Conversion Price”) equal to

the lower of (i) $.50 per share (the “Fixed Conversion Price”), subject to adjustment, or (ii) 70% of the per share offering

price (the “Alternative Conversion Price”) of the completed public equity offering of the Company in an amount exceeding $10,000,000

as stated on the registration statement on a Form S-1 filed with the Securities and Exchange Commission on November 14, 2018 (the “Public

Offering”), as amended from time to time.

In accordance with FASB ASC 470-20, the Company recognized none of the intrinsic value

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The aggregate principal amount plus accrued interest expenses were $225,222, and the Company agreed to issue to the Holders an aggregate

of 126,530 shares of the Company’s common stock, and warrants to purchase 126,530 shares of common stock.

As of March 31, 2021,

these common shares have been issued.

of 126,530 shares of the Company’s common stock, and warrants to purchase 126,530 shares of common stock.

As of June 30, 2021, these

common shares have been issued.

On September 4, 2019, the Company issued 3 twelve-month

term unsecured convertible promissory note (the “C.L.L.

Note”) in an aggregate principal amount of $257,500 to Chang Ping

Shan, Lin Shan Tyan, and Liu Ching Hsuan (together the “C.L.L.”), pursuant to which the Company received $257,500 on September

term unsecured convertible promissory note (the “C.L.L.

Note”) in an aggregate principal amount of $ 257,500 to Chang Ping

Shan, Lin Shan Tyan, and Liu Ching Hsuan (together the “C.L.L.”), pursuant to which the Company received $ 257,500 on September

Chang Ping Shan and Liu Ching Hsuan are related parties to the Company.

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may convert the unpaid and outstanding principal plus any accrued and unpaid interest

and or default interest, if any, into shares of the Company’s common stock at a conversion price (the “Conversion Price”)

equal to the lower of (i) $.50 per share (the “Fixed Conversion Price”), subject to adjustment, or (ii) 70% of the per share

offering price (the “Alternative Conversion Price”) of the completed public equity offering of the Company in an amount exceeding

and or default interest, if any, into shares of the Company’s common stock at a conversion price (the “Conversion Price”)

equal to the lower of (i) $.50 per share (the “Fixed Conversion Price”), subject to adjustment, or (ii) 70% of the per share

offering price (the “Alternative Conversion Price”) of the completed public equity offering of the Company in an amount exceeding

$10,000,000 as stated on the registration statement on a Form S-1 filed with the Securities and Exchange Commission on November 14, 2018

(the “Public Offering”), as amended from time to time.

In accordance with FASB ASC 470-20, the Company recognized none of

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The aggregate principal amount plus accrued interest expenses were $289,974, and the Company agreed

to issue to the Holders an aggregate of 162,908 shares of the Company’s common stock, and warrants to purchase 162,908 shares of

common stock.

As of March 31, 2021, these common shares have been issued.

As of June 30, 2021, these common shares have been issued.

On October 29, 2019, the Company issued a twelve-month

term unsecured convertible promissory note (the “Lee Note”) in an aggregate principal amount of $250,000 to Hwalin Lee (the

“Lee”), a related party, pursuant to which the Company received $250,000 on October 29, 2019.

term unsecured convertible promissory note (the “Lee Note”) in an aggregate principal amount of $ 250,000 to Hwalin Lee (the

“Lee”), a related party, pursuant to which the Company received $ 250,000 on October 29, 2019.

The Lee Note bears interest

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until this Lee Note has been satisfied, the Lee may convert the unpaid and outstanding principal plus any accrued and unpaid interest

and or default interest, if any, into shares of the Company’s common stock at a conversion price (the “Conversion Price”)

equal to the lower of (i) $.50 per share (the “Fixed Conversion Price”), subject to adjustment, or (ii) 70% of the per share

offering price (the “Alternative Conversion Price”) of the completed public equity offering of the Company in an amount exceeding

and or default interest, if any, into shares of the Company’s common stock at a conversion price (the “Conversion Price”)

equal to the lower of (i) $.50 per share (the “Fixed Conversion Price”), subject to adjustment, or (ii) 70% of the per share

offering price (the “Alternative Conversion Price”) of the completed public equity offering of the Company in an amount exceeding

$10,000,000 as stated on the registration statement on a Form S-1 filed with the Securities and Exchange Commission on November 14, 2018

(the “Public Offering”), as amended from time to time.

In accordance with FASB ASC 470-20, the Company recognized none of

the intrinsic value of embedded beneficial conversion feature present in the Lee Note.

As of March 31, 2021, the Company paid off the

convertible promissory note of $311,233, including principal and accrued and unpaid interest expense.

On October 23, 2020, the Company entered

into a Securities Purchase Agreement (the “October SPA”) with one accredited investor.

As of June 30, 2021, the Company paid off the convertible

promissory note of $311,233, including principal and accrued and unpaid interest expense.

On October 23, 2020, the Company entered into

a Securities Purchase Agreement (the “October SPA”) with one accredited investor.

Pursuant to the October SPA, the Company

sold and issued a convertible promissory note (the “October Note”) in the principal amount of $2,500,000 to the investor and

received the payment from such investor on October 30, 2020.

The October Note was issued on October 23, 2020 and the maturity date of

the October Note is the twenty-four (24) month anniversary from the issuance date (the “Maturity Date”).

Upon the Maturity

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The October Note bears an interest rate of ten percent (10%) per annum and may be convertible into shares of the

Company’s common stock at a fixed conversion price of $2.25 per share.

The holder of the October Note may elect to convert part

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amount at any time, in whole or in part, without any penalty.

As of March 31, 2021 and December 31, 2020, the

On May 17, 2021, the parties to the SPA signed

Amendment No.

1 to Promissory Note (the “Amendment”).

Pursuant to the Amendment, the Note shall also be automatically converted

into shares of the Company’s common stock immediately following the Company’s receipt of conditional approval to list its

common stock on the NASDAQ stock market, if and when the Company receives such approval, which cannot be guaranteed, at a conversion

price equal to $ 2.25 per share.

We are anticipating that all convertible promissory note amounted $ 2,500,000

will all be converted into shares of the Company’s common stock by the third quarter of 2021.

The promissory note consists of 1,111,112

shares of the Company’s Common Stock and warrants to purchase 1,111,112 shares of Common Stock, for a purchase price of $ 2,500,000 .

The Warrants are exercisable upon issuance and will expire three years from the date of issuance.

As of June 30, 2021 and December 31, 2020, the

aggregate carrying values of the convertible debentures were $ 2,500,000 and $ 2,750,000 , respectively;

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was $ 172,715 and $ 104,551 , respectively.

Total interest expenses in connection with the above convertible note

payable were $66,897 and $95,214 for the three months ended March 31, 2021 and 2020, respectively.

Total interest expenses in connection with the

above convertible note payable were $ 62,500 and $ 100,375 for the three months ended June 30, 2021 and 2020, respectively.

Total interest expenses in connection with the

above convertible note payable were $ 129,397 and $ 195,589 for the six months ended June 30, 2021 and 2020, respectively.

Short-term bank loan consists of the following:

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Cathay United Bank

On June 28, 2016, BioLite Taiwan and Cathay United

Bank entered into a one-year bank loan agreement (the “Cathay United Loan Agreement”) in an amount of NT$7,500,000, equivalent

On June 28, 2016, BioLite Taiwan and Cathay United Bank entered into

a one-year bank loan agreement (the “Cathay United Loan Agreement”) in an amount of NT$ 7,500,000 , equivalent to $ 268,500 .

The term started June 28, 2016 with maturity date at June 28, 2017 .

The loan balance bears interest at a floating rate of

prime rate plus 1.15%.

The loan balance bears interest at a floating rate of prime rate plus

The prime rate is based on term deposit saving interest rate of Cathay United Bank.

On September 6, 2017, BioLite

Taiwan extended the Cathay United Loan Agreement for one year, which was due on September 6, 2018, with the principal amount of NT$7,500,000,

equivalent to $263,250.

On October 1, 2018, BioLite Taiwan extended the Cathay United Loan Agreement with the same principal amount of

NT$7,500,000, equivalent to $263,250 for one year, which was due on September 6, 2019.

On September 6, 2019, BioLite Taiwan extended the

Cathay United Loan Agreement with the same principal amount of NT$7,500,000, equivalent to $263,250 for one year, which is due on September

On September 6, 2020, BioLite Taiwan extended the Cathay United Loan Agreement with the same principal amount of NT$7,500,000,

equivalent to $263,250 for one year, which is due on September 6, 2021.

As of March 31, 2021 and December 31, 2020, the effective interest

rates per annum was 2.1%.

The loan is collateralized by the building and improvement of BioLite Taiwan, and is also personal guaranteed

by the Company’s chairman.

On September 6, 2017, BioLite Taiwan extended

the Cathay United Loan Agreement for one year , which was due on September 6, 2018, with the principal amount of NT$ 7,500,000 , equivalent

to $ 268,500 .

On October 1, 2018, BioLite Taiwan extended the Cathay United Loan Agreement with the same principal amount of NT$ 7,500,000 ,

equivalent to $ 268,500 for one year , which was due on September 6, 2019.

On September 6, 2019, BioLite Taiwan extended the Cathay United

Loan Agreement with the same principal amount of NT$ 7,500,000 , equivalent to $ 268,500 for one year , which is due on September 6, 2020.

On September 6, 2020, BioLite Taiwan extended the Cathay United Loan Agreement with the same principal amount of NT$ 7,500,000 , equivalent

to $ 268,500 for one year , which is due on September 6, 2021.

As of June 30, 2021 and December 31, 2020, the effective interest rates per

annum was 2.1 %.

The loan is collateralized by the building and improvement of BioLite Taiwan, and is also personal guaranteed by the Company’s

Interest expenses were $ 1,421 and $ 1,285 for the three months ended

June 30, 2021 and 2020, respectively.

Interest expenses were $ 2,804 and $ 2,663 for the

three months ended March 31, 2021 and 2020, respectively.

On June 12, 2017 and July 19, 2017, BioLite Taiwan

and CTBC Bank entered into short-term saving secured bank loan agreements (the “CTBC Loan Agreements”) in an amount of NT$10,000,000,

equivalent to $351,000, and NT$10,000,000, equivalent to $351,000, respectively.

Both two loans with the same maturity date at January

In February 2018, BioLite Taiwan combined two loans and extended the loan contract with CTBC for one year.

On January 18, 2019,

BioLite Taiwan and CTBC Bank agreed to extend the loan with a new maturity date, which was July 18, 2019.

On July 18, 2019, BioLite Taiwan

extended the CTBC Loan Agreement with the same principal amount of NT$20,000,000, equivalent to $702,000 for six months, which is due

on January 17, 2020.

On January 19, 2020, BioLite Taiwan extended the CTBC Loan Agreement with the same principal amount of NT$20,000,000,

equivalent to $702,000 for six months, which is due on July 19, 2020.

On July 17, 2020, BioLite Taiwan extended the CTBC Loan Agreement

with the same principal amount of NT$20,000,000, equivalent to $702,000 for six months, which is due on January 15, 2021.

On January 15,

six months ended June 30, 2021 and 2020, respectively.

On June 12, 2017 and July 19, 2017, BioLite

Taiwan and CTBC Bank entered into short-term saving secured bank loan agreements (the “CTBC Loan Agreements”) in an

amount of NT$ 10,000,000 , equivalent to $ 358,000 , and NT$ 10,000,000 , equivalent to $ 358,000 , respectively.

Both two loans with the

same maturity date at January 19, 2018 .

In February 2018, BioLite Taiwan combined two loans and extended the loan contract with CTBC

for one year .

On January 18, 2019, BioLite Taiwan and CTBC Bank agreed to extend the loan with a new maturity date, which was July

On July 18, 2019, BioLite Taiwan extended the CTBC Loan Agreement with the same principal amount of NT$ 20,000,000 ,

equivalent to $ 716,000 for six months , which is due on January 17, 2020.

On January 19, 2020, BioLite Taiwan extended the CTBC Loan

Agreement with the same principal amount of NT$ 20,000,000 , equivalent to $ 716,000 for six months , which is due on July 19, 2020.

July 17, 2020, BioLite Taiwan extended the CTBC Loan Agreement with the same principal amount of NT$ 20,000,000 , equivalent to

$ 716,000 for six months , which is due on January 15, 2021.

On January 15, 2021, BioLite Taiwan extended the CTBC Loan Agreement with

the same principal amount of NT$ 20,000,000 , equivalent to $ 716,000 for six months , which is due on July 15, 2021.

On July 15, 2021,

BioLite Taiwan extended the CTBC Loan Agreement with the same principal amount of NT$ 20,000,000 , equivalent to $ 716,000 for six

months, which is due on July 15, 2021.

months, which is due on January 14, 2022.

The loan balances bear interest at a fixed rate of 1.68 % per annum.

The loan is secured by the

money deposited in a savings account with the CTBC Bank.

This loan was also personal guaranteed by the Company’s chairman and BioFirst.

During the year ended December 31, 2020, BioLite Taiwan has opened a TCD account with CTBC bank to guarantee the loan going forward.

The loan is secured by

the money deposited in a savings account with the CTBC Bank.

This loan was also personal guaranteed by the Company’s chairman

and BioFirst.

During the year ended December 31, 2020, BioLite Taiwan has opened a TCD account with CTBC bank to guarantee the loan

going forward.

Interest expenses were $ 3,032 and $ 2,828 for the

three months ended March 31, 2021 and 2020, respectively.

three months ended June 30, 2021 and 2020, respectively.

Interest expenses were $ 5,981 and $ 5,583 for the

six months ended June 30, 2021 and 2020, respectively.

On January 21, 2019, the Company received a loan

in the amount of $500,000 from Cathay Bank (the “Bank”) pursuant to a business loan agreement (the “Loan Agreement”)

entered by and between the Company and Bank on January 8, 2019 and a promissory note (the “Note”) executed by the Company

in the amount of $ 500,000 from Cathay Bank (the “Bank”) pursuant to a business loan agreement (the “Loan Agreement”)

entered by and between the Company and Bank on January 8, 2019 and a promissory note (the “Note”) executed by the Company

on the same day.

The Loan Agreement provides for a revolving line of credit in the principal amount of $ 1,000,000 with a maturity date

(the “Maturity Date”) of January 1, 2020.

The Note executed in connection with the Loan Agreement bears an interest rate (the

“Regular Interest Rate”) equal to the sum of one percent (1%) and the prime rate as published in the Wall Street Journal (the

“Index”) and the accrued interest shall become payable each month from February 1, 2019.

“Regular Interest Rate”) equal to the sum of one percent (1%) and the prime rate as published in the Wall Street Journal (the

“Index”) and the accrued interest shall become payable each month from February 1, 2019.

Pursuant to the Note, the Company

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Tsung Shann Jiang and Dr.

George Lee, executed a commercial guaranty (the “Guaranty”) to guaranty

the loans for the Company pursuant to the Loan Agreement and Note, severally and individually, in the amount not exceeding $ 500,000 each

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be removed as guarantees from the list of Guaranty.

In addition, on January 8, 2019, each of the

Company and BioKey, a wholly-owned subsidiary of the Company, signed a commercial security agreement (the “Security Agreement”)

to secure the loans under the Loan Agreement and the Note.

Pursuant to the Security Agreements, each of the Company and BioKey (each,

a “Grantor”, and collectively, the “Grantors”) granted security interest in the collaterals as defined therein,

comprised of almost all of the assets of each Grantor, to secure such loans for the benefit of the Bank.

On March 31, 2020, the Company

extended the Loan Agreement with the same term for seven months, which is due on October 31, 2020.

On April 8, 2020 and October 3, 2020,

the Company repaid an aggregated principal amount of $350,000.

On December 3, 2020, The Company renewed the Loan Agreement with the principal

amount of $650,000 for ten months, which is due on October 31, 2021.

The outstanding loan balance was $650,000 as of March 31, 2021.

In addition, on January 8, 2019, each of the Company

and BioKey, a wholly-owned subsidiary of the Company, signed a commercial security agreement (the “Security Agreement”) to

secure the loans under the Loan Agreement and the Note.

Pursuant to the Security Agreements, each of the Company and BioKey (each, a “Grantor”,

and collectively, the “Grantors”) granted security interest in the collaterals as defined therein, comprised of almost all

of the assets of each Grantor, to secure such loans for the benefit of the Bank.

On March 31, 2020, the Company extended the Loan Agreement

with the same term for seven months, which is due on October 31, 2020.

On April 8, 2020 and October 3, 2020, the Company repaid an aggregated

principal amount of $ 350,000 .

On December 3, 2020, The Company renewed the Loan Agreement with the principal amount of $ 650,000 for ten

months , which is due on October 31, 2021.

The outstanding loan balance was $ 650,000 as of June 30, 2021.

Interest expenses were $ 3,970 and $ 20,582 for

the three months ended March 31, 2021 and 2020, respectively.

the three months ended June 30, 2021 and 2020, respectively.

Interest expenses were $ 7,897 and $ 34,322 for

the six months ended June 30, 2021 and 2020, respectively.

PAYCHECK PROTECTION PROGRAM LOAN PAYABLE

On April 14, 2020, the Company received a loan

in the amount of $124,400 under the Paycheck Protection Program (“PPP”) administered by the United States Small Business

Administration (the “SBA”) from East West Bank.

According to the Coronavirus Aid, Relief, and Economic Security Act (the

“Cares Act”), PPP loan provides for forgiveness of up to the full principal amount and accrued interest if the funds are

used for payroll costs, interest on mortgages, rent, and utilities.

However, at least 60% of the forgiven amount must have been used

in the amount of $ 124,400 under the Paycheck Protection Program (“PPP”) administered by the United States Small Business Administration

(the “SBA”) from East West Bank.

According to the Coronavirus Aid, Relief, and Economic Security Act (the “Cares Act”),

PPP loan provides for forgiveness of up to the full principal amount and accrued interest if the funds are used for payroll costs, interest

on mortgages, rent, and utilities.

However, at least 60 % of the forgiven amount must have been used for payroll.

The loan was granted pursuant to a promissory

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after the date of the promissory note.

In addition, the Company will pay regular monthly payments in an amount equal to one month’s

accrued interest commencing on the date that is seven months after the date of the promissory note, with all subsequent interest payments

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from East West Bank.

According to the Coronavirus Aid, Relief, and Economic Security Act (the “Cares Act”), PPP loan provides

for forgiveness of up to the full principal amount and accrued interest if the funds are used for payroll costs, interest on mortgages,

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from Cathay Bank.

According to the Coronavirus Aid, Relief, and Economic Security Act (the “Cares Act”), PPP loan provides

for forgiveness of up to the full principal amount and accrued interest if the funds are used for payroll costs, interest on mortgages,

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The Company recorded the forgiveness of the PPP loan as government grant

income during the three months ended March 31, 2021.

income during the six months ended June 30, 2021.

NOTES PAYABLE

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the unsecured loans.

As of March 31, 2021 and 2020, the balance due to this individual amounted to $105,300 and $106,800, respectively.

expense was $3,204 and $2,988 for the three months ended March 31, 2021 and 2020, respectively.

As of June 30, 2021 and December 31, 2020, the balance due to this individual amounted to $ 107,400 and $ 106,800 ,

respectively.

Interest expense was $ 3,222 and $ 3,014 for the three months ended June 30, 2021 and 2020, respectively.

Interest expense

was $ 6,426 and $ 6,002 for the six months ended June 30, 2021 and 2020, respectively.

SHORT-TERM LOAN

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On August 18, 2020, the Company extended the contract for six months under the same term.

Accrued interest expense was

$375 and $1,302 as of March 31, 2021 and December 31, 2020, respectively.

On February 18, 2021, the Company

extended the contract for six months under the same term.

Accrued interest expense was $ 750 and $ 1,302 as of June 30, 2021 and December

31, 2020, respectively.

RELATED PARTIES TRANSACTIONS

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Relationship with the Company and its subsidiaries

BioFirst Corporation (the “BioFirst”)

Entity controlled by controlling beneficiary shareholder of YuanGene

BioFirst (Australia) Pty Ltd.

(the “BioFirst (Australia)”)

100% owned by BioFirst;

Entity controlled by controlling beneficiary shareholder of YuanGene

Rgene Corporation (the “Rgene”)

Shareholder of the Company;

entity controlled by controlling beneficiary shareholder of YuanGene

YuanGene Corporation (the “YuanGene”)

Controlling beneficiary shareholder of the Company

AsiaGene Corporation (the “AsiaGene”)

entity controlled by controlling beneficiary shareholder of YuanGene

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Keypoint Technology Ltd.

(the “Keypoint’)

The Chairman of Keypoint is Eugene Jiang’s mother.

(the “Keypoint’)

The Chairman of Keypoint is Eugene Jiang’s mother.

Lion Arts Promotion Inc.

(the “Lion Arts”)

Shareholder of the Company

Yoshinobu Odaira (the “Odaira”)

Director of the Company

GenePharm Inc.

(the “GenePharm”)

George Lee, Board Director of Biokey, is the Chairman of GenePharm.

Euro-Asia Investment & Finance Corp Ltd.

(the “Euro-Asia”)

Shareholder of the Company

LBG USA, Inc.

(the “LBG USA”)

100% owned by BioFirst;

Entity controlled by controlling beneficiary shareholder of YuanGene

LionGene Corporation (the “LionGene”)

Shareholder of the Company;

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Kimho Consultants Co., Ltd.

(the “Kimho”)

Shareholder of the Company

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Shu-Ling Jiang, Mr.

Tsung-Shann Jiang’s wife, is the Chairman of Keypoint;

and a member of board of directors of BioLite Inc.

Eugene Jiang is Mr.

Jiang’s son.

Eugene Jiang is the chairman, and majority shareholder of the Company and a member of board of directors of BioLite Inc.

Chang-Jen Jiang is Mr.

Tsung-Shann Jiang’s sibling and the director of the Company.

Mei-Ling Jiang is Ms.

Shu-Ling Jiang’s sibling.

Amkey Ventures, LLC (“Amkey”)

Shu-Ling Jiang’s sibling.

Amkey Ventures, LLC (“Amkey”)

An entity controlled by Dr.

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BioLite Japan

As of March 31, 2021, and December 31, 2020,

(1) As of June 30, 2021, and December

31, 2020, the Company has advanced an aggregate amount of $ 46,201 and $ 42,911 to Rgene for working capital purpose.

Under the terms of the

loan agreement, the loan bears interest at 1% per month (or equivalent to 12% per annum) and the maturity date was December 31, 2020.

As of March 31, 2021, and December 31, 2020, the outstanding loan balance was $31,239 and $31,684;

and accrued interest was $12,027

and $11,227, respectively.

On May 27, 2019, the Company entered into

loan agreements with AsiaGene for NT $100,000, equivalent to $3,510, to meet its working capital needs.

Under the terms

of the loan agreement, the loan bears interest at 1% per month (or equivalent to 12% per annum) and the loan maturity date was December

As of March 31, 2021, and December 31, 2020, the outstanding loan balance was $3,510 and $3,560, and accrued interest was

$777 and $681, respectively.

On May 11, 2018, the Company and BioFirst (Australia) entered into a loan agreement for a total amount of $40,000 to meet its working capital needs.

The advances bear 0% interest rate and are due on demand prior to June 30, 2020.

Under the terms of

the loan agreement, the loan bears interest at 1% per month (or equivalent to 12% per annum) and the maturity date was December 31, 2020.

As of June 30, 2021, and December 31, 2020, the outstanding loan balance was $ 33,342 and $ 31,684 ;

and accrued interest was $ 12,859 and

$ 11,227 , respectively.

(2) On May 27, 2019, the Company entered into loan agreements with AsiaGene

for NT $100,000, equivalent to $3,560, to meet its working capital needs.

Under the terms of the loan agreement, the loan bears

interest at 1% per month (or equivalent to 12% per annum) and the loan maturity date was December 31, 2020.

As of June 30, 2021, and December

31, 2020, the outstanding loan balance was $ 0 and $ 3,560 , and accrued interest was $ 0 and $ 681 , respectively.

(3) On May 11, 2018, the Company and

BioFirst (Australia) entered into a loan agreement for a total amount of $ 40,000 to meet its working capital needs.

The advances bear

0% interest rate and are due on demand prior to June 30, 2020.

Afterwards, all outstanding load will bear interest rate at 12 % per annum.

On July 1, 2020, the Company entered into a loan agreement with BioFirst (Australia) for $321,487 to properly record R&D cost and tax refund allocation based on co-development contract executed on July 24, 2017.

The loan will be matured on June 30, 2021 with an interest rate of 12% per annum.

As of March 31, 2021 and December 31, 2020, the aggregate amount of outstanding loan and accrued interest was $379,110 and $373,235, respectively.

On February 24, 2015, BioLite Taiwan and

BioHopeKing Corporation (the “BHK”) entered into a co-development agreement, (the “BHK Co-Development Agreement”,

On July 1, 2020, the Company entered into a loan agreement with BioFirst (Australia) for $ 321,487 to properly record R&D cost and

tax refund allocation based on co-development contract executed on July 24, 2017.

The loan will be matured on June 30, 2021 with an interest

rate of 12 % per annum.

As of June 30, 2021 and December 31, 2020, the aggregate amount of outstanding loan and accrued interest was $ 384,984

and $ 373,235 , respectively.

(4) On February 24, 2015, BioLite Taiwan and BioHopeKing Corporation (the “BHK”) entered into a co-development agreement, (the “BHK Co-Development Agreement”, see Note 3).

The development costs shall be shared 50/50 between BHK and the Company.

Under the term of the agreement, BioLite issued

relevant development cost to BHK.

As of March 31, 2021 and 2020, due from BHK was $121,848 and $123,583, respectively.

On February 27, 2019, the

Company has advanced funds to LBG USA for working capital purpose.

Under the term of the agreement, BioLite issued relevant development cost to BHK.

As of June 30, 2021 and 2020, due from BHK was $ 124,278 and $ 123,583 , respectively.

(5) On February 27, 2019, the Company

has advanced funds to LBG USA for working capital purpose.

The advances bear 0 % interest rate and are due on demand.

March 31, 2021 and 2020, the outstanding advance balances was $675 and $675, respectively.

On May 8, 2020, the Company and Lucidaim

entered into a Letter of Intent (LOI) in regard to a potential joint venture of BioLite Japan.

Based on the LOI, each party will

advance an aggregated amount of $150,000 to meet BioLite Japan’s working capital needs, which the Company advanced an amount

As of June 30, 2021

and 2020, the outstanding advance balances was $ 675 and $ 675 , respectively.

(6) On May 8, 2020, the Company and

Lucidaim entered into a Letter of Intent (LOI) in regard to a potential joint venture of BioLite Japan.

Based on the LOI, each party

will advance an aggregated amount of $ 150,000 to meet BioLite Japan’s working capital needs, which the Company advanced an amount

of $150,000 and the advance bear 0% interest rate.

As of March 31, 2021 and December 31, 2020, the outstanding advance balances was

As of June 30, 2021 and December 31, 2020, the outstanding advance balances was $ 150,000

and $ 150,000 , respectively.

On October 31, 2020, the

Company has advanced an aggregate amount of $1,610 to Keypoint for working capital purpose.

Under the terms of the loan agreement,

the loan bears interest at 6.5% per annum and the loan will be matured on October 30, 2021.

As of March 31, 2021 and December 31, 2020, the outstanding

(7) On October 31, 2020, the Company

has advanced an aggregate amount of $1,610 to Keypoint for working capital purpose.

Under the terms of the loan agreement, the loan bears

interest at 6.5% per annum and the loan will be matured on October 30, 2021.

As of June 30, 2021 and December 31, 2020, the outstanding

loan balance was $1,610.

In January 2021, the Company has advanced funds to the Jiangs.

(8) In January 2021, the Company has

advanced funds to the Jiangs.

The advances bear 0 % interest rate and are due on demand.

As of March 31, 2021 and December 31, 2020, the outstanding advance balances was $2,093 and $0, respectively

As of June 30, 2021 and December 31, 2020, the

outstanding advance balances was $ 1,918 and $ 0 , respectively

Due to related parties

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Due to employee

Since 2019, BioFirst has advanced funds to the Company for working

capital purpose.

(1) Since 2019, BioFirst has advanced

funds to the Company for working capital purpose.

The advances bear interest 1% per month (or equivalent to 12% per annum).

As of March 31, 2021 and December 31, 2020,

the aggregate amount of outstanding balance and accrued interest is $23,647 and $23,647, respectively.

As of March 31, 2021, and December 31, 2020, AsiaGene

has advanced the Company an aggregate amount of $24,017 and $0, respectively for working capital purpose.

30, 2021 and December 31, 2020, the aggregate amount of outstanding balance and accrued interest is $ 23,647 and $ 23,647 , respectively.

(2) As of June 30, 2021, and December

31, 2020, AsiaGene has advanced the Company an aggregate amount of $ 24,017 and $ 0 , respectively for working capital purpose.

bears 0 % interest rate and is due on demand.

(3) As of June 30, 2021, and December

31, 2020, YuanGene has advanced the Company an aggregate amount of $ 9,205 for working capital purpose.

This advance bears 0 % interest

rate and is due on demand.

As of March 31, 2021, and December 31, 2020, YuanGene

has advanced the Company an aggregate amount of $9,205 for working capital purpose.

This advance bears 0% interest rate and is due on

Since 2019, the Jiangs advanced funds to the Company

for working capital purpose.

As of March 31, 2021, and December 31, 2020, the outstanding balance due to the Jiangs amounted to $18,750

and $16,627, respectively.

(4) Since 2019, the Jiangs advanced

funds to the Company for working capital purpose.

As of June 30, 2021, and December 31, 2020, the outstanding balance due to the Jiangs

amounted to $ 18,750 and $ 16,627 , respectively.

These loans bear interest rate of 0 % to 1 % per month, and are due on demand.

Since 2018, the Company’s shareholders

have advanced funds to the Company for working capital purpose.

(5) Since 2018, the Company’s shareholders have advanced funds to the Company for working capital purpose.

The advances bear interest rate from 12% to 13.6224% per annum.

of March 31, 2021 and December 31, 2020, the outstanding principal and accrued interest was $163,566 and $166,261, respectively.

Interest expenses in connection with these loans were $5,298 and $5,269 for the three months ended March 31, 2021 and 2020, respectively.

Commencing January, 2020, the Company had

advances from one employee for working capital purpose.

As of June 30, 2021 and December 31, 2020, the outstanding principal and accrued interest was $ 166,828 and $ 166,261 , respectively.

Interest expenses in connection with these loans were $ 5,694 and $ 6,003 for the three months ended June 30, 2021 and 2020, respectively.

Interest expenses in connection with these loans were $ 10,992 and $ 12,006 for the six months ended June 30, 2021 and 2020, respectively.

(6) Commencing January, 2020, the Company

had advances from one employee for working capital purpose.

The outstanding balance including accrued interest due to this employee amounted

to $72,967 and $72,704 as of March 31, 2021 and December 31, 2020, respectively.

This loan bears interest rate of 1.5% per annum,

and is due on demand.

On February 8, 2016, a Share Exchange

Agreement (“Share Exchange Agreement”) was entered into by and among the Company, BriVision, Euro-Asia Investment

& Finance Corp.

Limited, a company incorporated under the laws of Hong Kong Special Administrative Region of People’s

Republic of China (“Euro-Asia”), being the owners of record of 164,387,376 (52,336,000 pre-stock split) shares of Common

Stock of the Company, and the owners of record of all of the issued share capital of BriVision (the “BriVision

Stock”).

Pursuant to the Share Exchange Agreement, upon surrender by the BriVision Shareholders and the cancellation by

BriVision of the certificates evidencing the BriVision Stock as registered in the name of each BriVision Shareholder, and pursuant

to the registration of the Company in the register of members maintained by BriVision as the new holder of the BriVision Stock and

the issuance of the certificates evidencing the aforementioned registration of the BriVision Stock in the name of the Company, the

Company should issue 166,273,921(52,936,583 pre-stock split) shares (the “Acquisition Stock”) (subject to

adjustment for fractionalized shares as set forth below) of the Company’s Common Stock to the BriVision Shareholders (or their

designees), and 163,159,952 (51,945,225 pre-stock split) shares of the Company’s Common Stock owned by Euro-Asia should be

cancelled and retired to treasury.

The Acquisition Stock collectively should represent 79.70% of the issued and outstanding Common

Stock of the Company immediately after the Closing, in exchange for the BriVision Stock, representing 100% of the issued share

to $ 73,229 and $ 72,704 as of June 30, 2021 and December 31, 2020, respectively.

This loan bears interest rate of 1.5 % per annum, and

is due on demand.

On February 8, 2016, a Share Exchange Agreement

(“Share Exchange Agreement”) was entered into by and among the Company, BriVision, Euro-Asia Investment & Finance

Limited, a company incorporated under the laws of Hong Kong Special Administrative Region of People’s Republic of China (“Euro-Asia”),

being the owners of record of 164,387,376 ( 52,336,000 pre-stock split) shares of Common Stock of the Company, and the owners of record

of all of the issued share capital of BriVision (the “BriVision Stock”).

Pursuant to the Share Exchange Agreement, upon

surrender by the BriVision Shareholders and the cancellation by BriVision of the certificates evidencing the BriVision Stock as registered

in the name of each BriVision Shareholder, and pursuant to the registration of the Company in the register of members maintained by BriVision

as the new holder of the BriVision Stock and the issuance of the certificates evidencing the aforementioned registration of the BriVision

Stock in the name of the Company, the Company should issue 166,273,921 ( 52,936,583 pre-stock split) shares (the “Acquisition

Stock”) (subject to adjustment for fractionalized shares as set forth below) of the Company’s Common Stock to the BriVision

Shareholders (or their designees), and 163,159,952 ( 51,945,225 pre-stock split) shares of the Company’s Common Stock owned by Euro-Asia

should be cancelled and retired to treasury.

The Acquisition Stock collectively should represent 79.70 % of the issued and outstanding

Common Stock of the Company immediately after the Closing, in exchange for the BriVision Stock, representing 100 % of the issued share

capital of BriVision in a reverse merger, or the Merger.

Pursuant to the Merger, all of the issued and outstanding shares of

BriVision’s Common Stock were converted, at an exchange ratio of 0.2536-for-1, into an aggregate of 166,273,921(52,936,583

pre-stock split) shares of Company’s Common Stock and BriVision became a wholly owned subsidiary, of the Company.

of Company’s Common Stock as of immediately prior to the Merger held an aggregate of 205,519,223 (65,431,144 pre-stock split)

shares of Company’s Common Stock, Because of the exchange of the BriVision Stock for the Acquisition Stock

(the “Share Exchange”), BriVision became a wholly owned subsidiary (the “Subsidiary”) of the Company

and there was a change of control of the Company following the closing.

There were no warrants, options or other equity

instruments issued in connection with the share exchange agreement.

Pursuant to the Merger, all of the issued and outstanding shares of BriVision’s

Common Stock were converted, at an exchange ratio of 0.2536-for-1, into an aggregate of 166,273,921 ( 52,936,583 pre-stock split) shares

of Company’s Common Stock and BriVision became a wholly owned subsidiary, of the Company.

The holders of Company’s Common

Stock as of immediately prior to the Merger held an aggregate of 205,519,223 ( 65,431,144 pre-stock split) shares of Company’s Common

Stock, Because of the exchange of the BriVision Stock for the Acquisition Stock (the “Share Exchange”), BriVision

became a wholly owned subsidiary (the “Subsidiary”) of the Company and there was a change of control of the Company following

There were no warrants, options or other equity instruments issued in connection with the share exchange agreement.

On February 17, 2016, pursuant to the 2016 Equity

Incentive Plan (the “2016 Plan”), 157,050 (50,000 pre-stock split) shares were granted to the employees.

Incentive Plan (the “2016 Plan”), 157,050 ( 50,000 pre-stock split) shares were granted to the employees.

On March 21, 2016, the Board of Directors of the

Company approved an amendment to Articles of Incorporation to effect a forward split at a ratio of 1 to 3:141 (the “Forward Stock Split”)

and increase the number of our authorized shares of Common Stock, par value $ 0.001 per share, to 360,000,000 , which was effective on April

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to issue shares of Common Stock of the Company, at the price of $1.60 per share, for an aggregate number of 562,500 shares, as part of

the Company’s first installation of payment pursuant to the Milestone Payment.

The shares issuance was completed in June 2016.

August 26, 2016, the Company issued 1,468,750 shares (“Shares”) of the Company’s Common Stock, par value $0.001 (the

“Offering”) to BioLite Taiwan pursuant to a certain Stock Purchase Agreement dated August 26, 2016 (the “SPA”).

The Shares are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),

August 26, 2016, the Company issued 1,468,750 shares (“Shares”) of the Company’s Common Stock, par value $0.001 (the

“Offering”) to BioLite Taiwan pursuant to a certain Stock Purchase Agreement dated August 26, 2016 (the “SPA”).

The Shares are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),

pursuant to Regulation S of the Securities Act promulgated thereunder.

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In February 2017,

the Company remitted this amount to BioLite with $650,000 in cash and $5,850,000 in the form of newly issued shares of the Company’s

Common Stock, at the price of $2.0 per share, for an aggregate number of 2,925,000 shares.

Upon the consummation of the restructuring

transaction between the Company and BioLite on February 8, 2019, the Company’s Common Stock held by BioLite Taiwan was accounted

for treasury stocks in the statement of equity (deficit).

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of Amendment with the Secretary of State of Nevada, which was effective May 8, 2019 upon its receipt of the written notice from Financial

Industry Regulatory Authority (“FINRA”).

Pursuant to the Certificate of Amendment, the Company effectuated a 1-for-18 reverse

stock split of its issued and outstanding shares of common stock, $0.001 par value, whereby 318,485,252 outstanding shares of the Company’s

common stock were exchanged for 17,693,625 shares of the Company’s Common Stock.

All shares and related financial information in

this Form 10-K reflect this 1-for-18 reverse stock split.

stock split of its issued and outstanding shares of common stock, $0.001 par value, whereby 318,485,252 outstanding shares of the Company’s

common stock were exchanged for 17,693,625 shares of the Company’s Common Stock.

On October 1, 2016, the Company entered into a

consulting agreement with Kazunori Kameyama (“Kameyama”) for the provision of services related to the clinical trials and

other administrative work, public relation work, capital raising, trip coordination, In consideration for providing such services, the

Company agreed to indemnify the consultant in an amount of $150 per hour in cash up to $3,000 per month, and issue to Kameyama the Company’s

Common Stock at $1.00 per share for any amount exceeding $3,000.

The Company’s stocks shall be calculated and issued in December

On November 21, 2020, the Company entered into an agreement with Kameyama, pursuant to which the Company granted and issued

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Pursuant to the agreements, the Company issued 644,972 shares

of the Company’s common stock for the consulting service from July 2019 to July 2024 for the service fee of $4,514,800 in aggregate,

of the Company’s common stock for the consulting service from July 2019 to July 2024 for the service fee of $ 4,514,800 in aggregate,

and recorded as stock subscription receivable.

As of March 31, 2021 and December 31, 2020, stock subscription receivable was $2,934,620

As of June 30, 2021 and December 31, 2020, stock subscription receivable was $ 2,708,880

and $ 3,160,360 , respectively.

On July 24, 2017, BriVision entered into a collaborative agreement

(the “BioFirst Collaborative Agreement”) with BioFirst (See Note 3).

On September 25, 2017, BioFirst has delivered all research,

technical, data and development data to BriVision, and the Company has recorded the full amount of $3,000,000 due to BioFirst.

30, 2019, the Company entered into a Stock Purchase Agreement with BioFirst, pursuant to which the Company agreed to issue 428,571 shares

of the Company’s common stock to BioFirst in consideration for $3,000,000 owed by the Company to BioFirst.

These common shares were

issued during the year ended December 31, 2019.

On July 24, 2017, BriVision entered into a collaborative

agreement (the “BioFirst Collaborative Agreement”) with BioFirst (See Note 3).

On September 25, 2017, BioFirst has delivered

all research, technical, data and development data to BriVision, and the Company has recorded the full amount of $ 3,000,000 due to BioFirst.

On June 30, 2019, the Company entered into a Stock Purchase Agreement with BioFirst, pursuant to which the Company agreed to issue 428,571

shares of the Company’s common stock to BioFirst in consideration for $ 3,000,000 owed by the Company to BioFirst.

These common shares

were issued during the year ended December 31, 2019.

In August, 2019, the Company entered into several

Conversion Agreements to all creditors that are listed under below table of “due to related parties”

in consideration for

Conversion Agreements to all creditors that are listed under below table of “due to related parties” in consideration for

a total of $ 4,872,340 owed by the Company to various creditors based on outstanding loan agreements.

Under the Conversion Agreements,

creditor agrees to convert the amount of debt into the Company’s common stock at a price of $7.00 per share.

creditor agrees to convert the amount of debt into the Company’s common stock at a price of $ 7.00 per share.

Lion Arts Promotion Inc

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On March 12, 2020, the board of directors of the

Company approved and adopted an amendment to the Company’s Articles of Incorporation, to increase the authorized shares of its common

stock, par value $ 0.001 per share, from 20,000,000 to 100,000,000 shares.

On July 8, 2020, the Company entered an agreement

with View Trade Securities Inc.

(“ViewTrade”) to engage ViewTrade as the placement agent and the Company’s advisor

with respect to its ongoing capital events.

Pursuant to the agreement, the Company agreed to pay View Trade 60,000 restricted common shares

of the Company and 60,000 warrants to purchase common shares of the Company at an exercise price of $6 per share for a period of 5 years

with cashless exercise provision.

On July 8, 2020, the Company entered an agreement with View Trade Securities

(“ViewTrade”) to engage ViewTrade as the placement agent and the Company’s advisor/consultant with respect

to its ongoing capital events.

Pursuant to the agreement, the Company agreed to pay View Trade 60,000 restricted common shares of the

Company and 60,000 warrants to purchase common shares of the Company at an exercise price of $6 per share for a period of 5 years with

cashless exercise provision.

As of December 31, 2020, the Company has issued 60,000 shares of common stock to ViewTrade for the consulting

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November 19, 2020.

As a termination fee, the Company agreed to issue ViewTrade 50,000 restricted common shares of the Company.

Pursuant to the termination agreements, the Company issued 50,000 shares of the Company’s common stock at a price

of $ 5 per share as a termination fee on June 29, 2021, of which 6,000 shares were issued to WallachBeth Capital LLC (“WallachBeth”).

In January 2021, WallachBeth entered into a consulting agreement with the Company pursuant to which the Company engaged WallachBeth to

conduct due diligence and research work with respect to the Company.

On June 29, 2021, WallachBeth was issued 6,000 shares of common stock

as compensation for those services.

Also on November 19,

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During the year ended December 31, 2020, the Company

received aggregated capital contributions of $7,615,331 in cash from 45 investors through private placements of the sale of the Company’s

received aggregated capital contributions of $ 7,615,331 in cash from 45 investors through private placements of the sale of the Company’s

common stock for the purchase price of $ 2.25 per share and a free warrant attached with each common stock purchased.

31, 2021, 3,384,615 shares of the Company’s common stock have been issued.

During the year ended December 31, 2020, the Company

entered into consulting agreements with four service providers for consulting and advisory services, pursuant to which the Company agreed

to pay the service fee by issuing 521,887 shares of unrestricted common shares, valued at the closing price from $2 to $3.68 per share

on the grant date.

As of March 31, 2021, these shares have been issued.

As of March 31, 2021, the Company issued aggregated

As of June 30,

2021, 3,384,615 shares of the Company’s common stock have been issued.

During the year ended December 31, 2020, the Company entered into consulting

agreements with four service providers for consulting and advisory services, pursuant to which the Company agreed to pay the service fee

by issuing 521,887 shares of unrestricted common shares, valued at the closing price from $ 2 to $ 3.68 per share on the grant date.

shares have been issued on October and December 2020.

As of June 30, 2021, the Company issued aggregated

common shares of 915,856 to six previous note holders, who had converted their outstanding principals and accrued and unpaid interests,

including the debt conversion to the following:

Keypoint converted the aggregated amount of $292,826 at the conversion price of $1.84 on April 5, 2020, in exchange for 159,145 shares of the Company’s common stock, and warrants to purchase 159,145 shares of the Company’s common stock.

Odaira converted the aggregated amount of $284,036 at the conversion price of $1.84 on April 5, 2020, in exchange for 154,368 shares of the Company’s common stock, and warrants to purchase 154,368 shares of the Company’s common stock.

converted the aggregated amount of $289,974 at the conversion price of $1.78 on April 20, 2020, in exchange for 162,908 shares of the Company’s common stock, and warrants to purchase 162,908 shares of the Company’s common stock.

KLS converted the aggregated amount of $225,222 at the conversion price of $1.78 on April 20, 2020, in exchange for 126,530 shares of the Company’s common stock, and warrants to purchase 126,530 shares of the Company’s common stock.

Yu and Wei converted the aggregated amount of $354,722 at the conversion price of $1.84 on April 5, 2020, in exchange for 192,784 shares of the Company’s common stock, and warrants to purchase 192,784 shares of the Company’s common stock.

KSL converted the aggregated amount of $270,272 at the conversion price of $2.25 on November 9, 2020, in exchange for 120,121 shares of the Company’s common stock, and warrants to purchase 120,121 shares of the Company’s common stock.

See Note 7 for more details in connection with the above debt conversion.

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employees and consultant;

pursuant to which the Company granted stock options to purchase 545,182 shares of the Company’s common

stock in lieu of common stock.

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There are 2,812,949 options available for grant under the 2016 Equity Incentive Plan as of December

Compensation costs associated with the Company’s stock options are recognized, based on the grant-date fair values of

these options over vesting period.

Accordingly, the Company recognized stock-based compensation expense of $0 and $0 for the three months

ended March 31, 2021 and 2020, respectively.

As of March 31, 2021, there were no unvested options.

Accordingly, the Company recognized stock-based compensation expense of $ 0 for the three and six months

ended June 30, 2021 and 2020, respectively.

As of June 30, 2021, there were no unvested options.

LOSS PER SHARE

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Diluted loss per share is computed by dividing net loss

by the weighted-average number of common shares and dilutive potential common shares outstanding during the three months ended March 31,

2021 and 2020.

by the weighted-average number of common shares and dilutive potential common shares outstanding during the three and six months ended

June 30, 2021 and 2020.

For the Three Months Ended

Net loss attributable to ABVC’s common stockholders

$ ( 1,971,566 )

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Loss per share

For the Six Months Ended

Net loss attributable to ABVC’s common stockholders

$ ( 3,100,071 )

$ ( 3,096,835 )

Weighted-average shares outstanding:

Weighted-average shares outstanding - Basic

Stock options

Weighted-average shares outstanding - Diluted

Loss per share

Diluted loss per share takes into account the

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The Company adopted FASB Accounting Standards

Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that

allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019.

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The new leasing standard requires recognition

of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities.

ROU assets represent the

Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make

lease payments arising from the leases.

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value and future minimum lease payments over the lease term at commencement date.

The Company’s future minimum based payments used

to determine the Company’s lease liabilities mainly include minimum based rent payments.

As most of Company’s leases do not

The Company’s future minimum based payments used

to determine the Company’s lease liabilities mainly include minimum based rent payments.

As most of Company’s leases do not

provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement

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The Company has no finance leases.

The Company’s

leases primarily include various office and laboratory spaces, copy machine, and vehicles under various operating lease arrangements.

The Company’s operating leases have remaining lease terms of up to approximately five years.

Operating lease right-of-use assets

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Supplemental Information

The following provides details of the Company’s

lease expenses:

Three Months Ended

Six Months Ended

Operating lease expenses

Other information related to leases is presented

Three Months Ended

Six Months Ended

Cash paid for amounts included in the measurement of operating lease liabilities

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Operating leases

2021(excluding three months ended March 31, 2021)

2021(excluding six months ended June 30, 2021)

Total future minimum lease payments, undiscounted

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subsidiaries of the Company on February 8, 2019.

The Company adopted ASC 805, “Business Combination”

to record the merger

The Company adopted ASC 805, “Business Combination” to record the merger

transactions of BioKey.

The acquisition was accounted for as a business combination under the purchase method of accounting.

BioKey’s

results of operations were included in the Company’s results beginning February 8, 2019.

The purchase price has been allocated to

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Goodwill as a result of the Merger

29,561,231 shares (1,642,291 after stock reverse split) of common stock of the Company was issued to BioKey in connection with the Merger.

Those shares were valued at $1.50 per share, based on the bid-and-ask share price of common stock of the Company on the final day of trading, February 8, 2019.

* 29,561,231 shares ( 1,642,291 after

stock reverse split) of common stock of the Company was issued to BioKey in connection with the Merger.

Those shares were valued at $ 1.50

per share, based on the bid-and-ask share price of common stock of the Company on the final day of trading, February 8, 2019.

On February 8, 2019, the Company has recorded

1 unchanged sentence

Goodwill was determined to have been impaired because of the current financial condition of

the Company and the Company’s inability to generate future operating income without substantial sales volume increases, which are

highly uncertain.

Furthermore, the Company’s anticipated future cash flows indicate that the recoverability of goodwill is not reasonably

The goodwill write-down was reflected as a decrease in additional paid-in capital in the statement of equity upon the consummation

1 unchanged sentence

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date which

the financial statements were available to be issued.

All subsequent events requiring recognition as of March 31, 2021 have been incorporated

into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent

Events.”

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should

be read together with our financial statements and the related notes appearing elsewhere in this prospectus.

This discussion contains

forward-looking statements reflecting our current expectations that involve risks and uncertainties.

See “Cautionary Note Regarding

Forward-Looking Statements and Industry Data”

for a discussion of the uncertainties, risks and assumptions associated with these

Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as

a result of many factors, including those set forth under “Risk Factors”

and elsewhere in this prospectus.

From its inception, the Company has not generated

substantial revenue from its medical device and new drug development.

For the three months ended March 31, 2021, the Company generated

$263,150 in revenue, mainly from the sale of Contract Development & Manufacturing Organization (“CDMO”) services.

Business Overview

The Company operates through American BriVision

Corporation (“BriVision”), which was incorporated in July 2015 in the State of Delaware, is a clinical stage biopharmaceutical

company focused on development of new drugs and medical devices, all of which are derived from plants.

Medicines derived from plants have a long history

of relieving or preventing many diseases and, typically, have exhibited fewer side effects than drugs developed from animals or chemical

Perhaps the most famous example is aspirin, which evolved from a compound found in the bark and leaves of the willow tree

and was later marketed by Bayer starting in 1899.

Aspirin has very few serious side effects and has proven to be one of the most successful

drugs in medical history.

Some 50 years later, scientists identified anticancer compounds in the rosy periwinkle, which Eli Lilly subsequently

produced for the treatment of leukemia and Hodgkins disease.

Other well-known examples of successful botanical drugs include the cancer-fighting

Taxol, isolated from the Pacific yew tree.

The Company develops its pipeline by carefully

tracking new medical discoveries or medical device technologies in research institutions in the Asia-Pacific region.

Pre-clinical, disease

animal model and Phase I safety studies are examined closely by the Company’s scientists and other specialists known to the Company

to identify drugs that it believes demonstrate efficacy and safety based on the Company’s internal qualifications.

Once a drug is

shown to be a good candidate for further development and ultimately commercialization, BriVision licenses the drug or medical device from

the original researchers and begins to introduce the drugs clinical plan to highly respected principal investigators in the United States,

Australia and Taiwan.

In almost all cases, we have found that research institutions in each of those countries are eager to work with

the Company to move forward with Phase II clinical trials.

Currently, institutions that have or are now conducting

phase II clinical trials in partnership with ABVC include:

ABV-1504, Major Depressive Disorder (MDD), Phase II completed.

NCE drug Principal Investigators:

Charles DeBattista M.D.

Schatzberg, MD, Stanford University Medical Center, Cheng-Ta Li, MD, Ph.D –

Taipei Veterans General Hospital

ABV-1505, Adult Attention-Deficit Hyperactivity Disorder (ADHD), Phase II Part 1 completed.

NCE drug Principal Investigators:

Keith McBurnett, Ph.D.

and Linda Pfiffner, Ph.D., University of California San Francisco (UCSF), School of Medicine

ABV-1601, Major Depression in Cancer Patients, Phase I/II, NCE drug Principal Investigator:

Scott Irwin, MD, Ph.D.

Cedars Sinai Medical Center (CSMC)

ABV-1703, Advanced Inoperable or Metastatic Pancreatic Cancer, Phase II, NCE drug Principal Investigator:

Hendifar, MD –

Cedars Sinai Medical Center (CSMC)

The following trials

are expected to begin in the second or third quarter of

Medical Device:

ABV-1701, Vitargus®

in vitrectomy surgery, Pivotal Study in Australia, Principal Investigator:

Andrew Chang, MD, Ph.D., Sydney Eye Hospital, Australia

ABV-1501, A Phase I/II, Open Label Study to Evaluate the Safety and Efficacy of BLEX 404 Oral Liquid Combined with Docetaxel Monotherapy in Patients with Stage IV or Recurrent Breast Cancer Patients

Upon successful completion of the Phase II trial,

the Company will seek a partner –

a large pharmaceutical company –

to complete a Phase III study, submit the New Drug Application

(NDA), and commercialize the drug upon approval by the FDA and Taiwan FDAs.

The Company expects to seek its first commercialization partner

in 2021 for Vitargus, its vitreous substitute that helps to maintain a round shape and retinal location during vitrectomy surgery.

Another part of the Company’s business is

conducted by BioKey, a wholly owned subsidiary, that is engaged in a wide range of services, including, API characterization, pre-formulation

studies, formulation development, analytical method development, stability studies, IND/NDA/ANDA/510K submissions, and manufacturing clinical

trial materials (phase I through phase III) and commercial manufacturing.

On February 8, 2019, the Company, BioLite Holding,

(“BioLite”), BioKey, Inc.

(“BioKey”), BioLite Acquisition Corp., a direct wholly-owned subsidiary of the

Company and BioKey Acquisition Corp., a direct wholly-owned subsidiary of the Company completed the business combination pursuant to that

certain Agreement and Plan of Merger dated January 31, 2018, pursuant to which the Company acquired BioLite and BioKey via issuing shares

of the Company’s Common Stock to the shareholders of BioLite and BioKey.

As a result, BioLite and BioKey became two wholly-owned

subsidiaries of the Company on February 8, 2019.

The Company issued an aggregate of 104,558,777 shares of Common Stock (prior to the reverse

stock split in 2019) to the shareholders of both BioLite and BioKey under a registration statement on Form S-4 (file number 333-226285),

which became effective by operation of law on or about February 5, 2019.

BioLite was incorporated under the laws of the

State of Nevada on July 27, 2016, with 500,000,000 shares authorized, par value $0.0001.

BioLite’s key subsidiaries include BioLite

(“BioLite BVI”) that was incorporated in the British Virgin Islands on September 13, 2016 and BioLite, Inc.

(“BioLite

Taiwan”), a Taiwanese corporation that was founded in February 2006.

BioLite Taiwan has been in the business of developing new drugs

for over ten years.

BioLite and BioLite BVI are holding companies

and have not carried out substantive business operations of their own.

In January 2017, BioLite, BioLite BVI, BioLite

Taiwan, and certain shareholders of BioLite Taiwan entered into a share purchase / exchange agreement (the “BioLite Share Purchase

/ Exchange Agreement”).

Pursuant to the BioLite Share Purchase / Exchange Agreement, the shareholder participants to the BioLite

Share Purchase / Exchange Agreement sold their equity in BioLite Taiwan and used the proceeds from such sales to purchase shares of Common

Stock of BioLite at the same price per share, resulting in their owning the same number of shares of Common Stock as they owned in BioLite

Upon closing of the Share Purchase/ Exchange Agreement in August 2017, BioLite owns, via BioLite BVI, approximately 73% of BioLite

The other shareholders who did not enter this Share Purchase/ Exchange Agreement retain their equity ownership in BioLite Taiwan.

BioKey was incorporated on August 9, 2000 in the

State of California.

It is engaged primarily in research and development, manufacturing, and distribution of generic drugs and nutraceuticals

with strategic partners.

BioKey provides a wide range of services, including, API characterization, pre-formulation studies, formulation

development, analytical method development, stability studies, IND/NDA/ANDA/510K submissions, and manufacturing clinical trial materials

(phase 1 through phase 3) and commercial manufacturing.

It also licenses out its technologies and initiates joint research and development

processes with other biotechnology, pharmaceutical, and nutraceutical companies.

Common Stock Reverse Split

On March 12, 2019, the Board by unanimous written

consent in lieu of a meeting approved to i) effect a stock reverse split at the ratio of 1-for-18 (the “Reverse Split”) of

both the authorized common stock of the Company and the issued and outstanding common stock and ii) to amend the articles of incorporation

of the Company to reflect the Reverse Split.

The Board approved and authorized the Reverse Split without obtaining approval of the Company’s

shareholders pursuant to Section 78.207 of Nevada Revised Statutes.

On May 3, 2019, the Company filed a certificate

of amendment to the Company’s articles of incorporation (the “Amendment”) to effect the Reverse Split with the Secretary

of State of the State of Nevada.

The Reverse Split took effect on May 8, 2019.

Series A Convertible Preferred Stock

On June 28, 2019, the Company filed a certificate

of designation (the “Series A COD”) of Series A Convertible Preferred Stock (the “Series A Stock”) with the Secretary

of the State of Nevada.

Pursuant to the Series A COD, the Company designated

3,500,000 shares of preferred stock as Series A Stock, par value of $0.001 per share.

Subject to the laws of Nevada, the Company will

pay cumulative dividends on the Series A Stock on each anniversary from the date of original issue for a period of four calendar years.

The Series A Stock will rank senior to the outstanding common stock of the Company, par value $0.001 (the “Common Stock”)

with respect to dividend rights, rights upon liquidation, dissolution or winding up in the amount of accrued but unpaid dividend.

of the Series A Stock will have the same voting rights as the Company’s Common Stock holders.

Each share of Series A Stock is initially

convertible at any time at the option of the holder into one share of Common Stock and automatically converts into one share of Common

Stock on the four-year anniversary of its issuance.

As of March 31, 2021, no Series A Convertible

Preferred Stock has been issued by the Company.

Increasing the Authorized Shares

On March 12, 2020, our board of directors approved

and adopted an amendment to the Company’s Articles of Incorporation, to increase the authorized shares of the common stock, par

value $0.001 per share, from 20,000,000 to 100,000,000, such that, after including the previously authorized 20,000,000 shares of preferred

stock, par value $0.001 per share, the aggregate number of shares of stock that the Company has authority to issue is 120,000,000 shares.

The amendment became effective on April 2, 2020.

Financing in November 2020

On November 11, 2020, we conducted a closing with

regard to certain securities purchase agreements (the “

SPAs ”) dated October 23, 2020, separately with two non-U.S.

investors (the “

Investors ”).

Each of the Investors agreed to purchase and the Company agreed to sell to each of the

Investors 1,111,112 shares of the Company’s Common Stock, and warrants (the “

November Warrants ”) to purchase

1,111,112 shares of Common Stock, for a purchase price of $2,500,000.

The November Warrants are exercisable upon issuance and will expire

three years from the date of issuance.

The initial exercise price of the November Warrants is $6.00, subject to stock, splits, stock dividend

and other similar events.

In addition, when the closing price of the Common Stock equals or exceeds $9.00 per share for twenty Trading

Days (as defined in the SPAs) during any thirty-day period, the Company shall have the right to require the Investors to exercise all

or any portion of the November Warrants for a cash exercise.

The aggregate net proceeds were $5,000,000.

The Company and the Investors

further agreed to amend the terms of the SPA to permit the closing of the offering to occur on a rolling basis.

The Company paid the following fees to a FINRA

member firm in connection with such offering:

(i) a cash success fee of $175,000 and (ii) warrants to purchase a number of shares

of Common Stock equal to 7% of the number of shares of Common Stock sold in the Offering, at an exercise price per share equal to $6.00

subject to adjustment (the “

Comp Warrants ”).

The Comp Warrants are exercisable on a cashless basis, at the holder’s

Financing in October 2020

On October 23, 2020, we entered into a Securities

Purchase Agreement (the “

October SPA ”) with one accredited investor.

Pursuant to the October SPA, the Company sold

and issued a convertible promissory note (the “

October Note ”) in the principal amount of $2,500,000 to the investor

and received the payment from such investor on October 30, 2020.

The October Note was issued on October 23, 2020

and the maturity date of the October Note is the twenty-four (24) month anniversary from the issuance date (the “

Maturity Date ”).

Upon the Maturity Date, the Company shall pay to the holder, in cash, an amount representing all outstanding principal amount and accrued

and unpaid interest under the October Note.

The October Note bears an interest rate of ten percent (10%) per annum and may be convertible

into shares of the Company’s common stock at a fixed conversion price of $2.25 per share.

The holder of the October Note may elect

to convert part or all of the outstanding balance of the October Note from the issuance date until the Maturity Date.

The Company may

prepay the outstanding amount at any time, in whole or in part, without any penalty.

In connection with the October Note and pursuant

to the terms of an agreement entered into between the Company and a FINRA member firm, such firm shall receive (i) a cash success fee

of $78,750 and (ii) upon conversion of the October Note, warrants equal to 7.0% of the number of shares of Common Stock received by the

investor at the time of conversion (“

Note Warrants ”).

The warrants are exercisable on a cashless basis, at the holder’s

The issuance and sale of the Common Stock, the

Investor Warrants, Comp Warrants, Note Warrants and the shares of Common Stock underlying the Investor Warrants, the Comp Warrants and

the October Note were made in reliance on an exemption from registration contained in either Regulation D or Regulation

S of the Securities Act.

Financing in May 2020

In May 2020, the Company received capital contributions

of approximately $1,602,040 in cash from 40 investors through private placements with the term of $2.25 per share and a free warrant attaches

with each Common stock that was purchased.

The exercise price of the warrant will be at $6.00 with a mandatory exercise price of $9.00.

Pursuant to the terms of an agreement entered

into between the Company and a FINRA member firm, such firm shall receive (i) a cash success fee of $60,831.65 (ii) a warrant to purchase

37,852 shares of Common Stock with an exercise price of $2.25 per share, and (iii) a warrant to purchase 37,852 shares of Common Stock

with an exercise price of $6.00 per share.

Financing in April 2020

On January 21, 2020, the Company entered into

three note agreements with existing note investors who executed the agreements in 2018.

These three investors are Guoliang Yu and Yingfei

Wei Family Trust, Keypoint Technology Ltd., and Yoshinobu Odaira.

The new agreements bear the same term as other notes investors who executed

the contract in 2019.

On April 5, 2020, the Company entered into exchange agreements with such note holders.

Pursuant to the exchange

agreements, the Holders agreed to deliver the Notes to the Company for cancellation, of which the aggregate principal amount plus accrued

interest expenses are $931,584, and the Company agreed to issue to the Holders an aggregate of 506,297 shares of the Company’s common

stock and warrants to purchase 506,297 shares of the Company’s common stock.

On August 28, 2019 and September 4, 2019, the

Company issued convertible promissory notes in the aggregate principal amount plus accrued interest expenses are $515,196 to Kuo, Li Shen,

Chang, Ping Shan, Lin, Shan Tyan, and Liu, Ching Hsuan.

On April 20, 2020, the Company entered into separate exchange agreements with

each note holder.

Pursuant to the exchange agreements, the note holders agreed to cancel the notes and the Company agreed to issue to

the holders an aggregate of 289,438 shares of the Company’s common stock and warrants to purchase 289,438 shares of the Company’s

common stock.

Recent PPP Loan

On April 14, 2020, the Company received a loan

in the amount of $124,400 under the Paycheck Protection Program (“PPP”) administered by the United States Small Business Administration

(the “SBA”) from East West Bank.

According to the Coronavirus Aid, Relief, and Economic Security Act (the “Cares Act”),

PPP loan provides for forgiveness of up to the full principal amount and accrued interest if the funds are used for payroll costs, interest

on mortgages, rent, and utilities.

However, at least 60% of the forgiven amount must have been used for payroll.

The loan was granted

pursuant to a promissory note dated April 14, 2020 issued by the Company, which matures on April 13, 2022 and bears interest at a rate

of 1.00% per annum.

The Company will pay the principal in one payment of all outstanding principal plus all accrued unpaid interest on

that date that is two years after the date of the promissory note.

On October 23, ABVC BioPharma, Inc.(the “Company”) has

started the application with the US Government regarding the loan forgiveness program.

On January 29, 2021, BioKey received a loan

in the amount of $132,331 under the Paycheck Protection Program (“PPP”) administered by the United States Small Business Administration

(the “SBA”) from East West Bank.

According to the Coronavirus Aid, Relief, and Economic Security Act (the “Cares Act”),

PPP loan provides for forgiveness of up to the full principal amount and accrued interest if the funds are used for payroll costs, interest

on mortgages, rent, and utilities.

However, at least 60% of the forgiven amount must have been used for payroll.

The loan was granted

pursuant to a promissory note dated January 27, 2021 issued by the Company, which matures on January 28, 2026 and bears interest at a

rate of 1.00% per annum.

The Company will pay the principal in one payment of all outstanding principal plus all accrued unpaid interest

on that date that is five years after the date of the promissory note.

In addition, the Company will start the application with the US

Government regarding the loan forgiveness program as soon as the US Government allows.

No collateral or personal guarantees are required.

On February 7, 2021, the Company received a loan

in the amount of $104,167 under the Paycheck Protection Program (“PPP”) administered by the United States Small Business Administration

(the “SBA”) from Cathay Bank.

According to the Coronavirus Aid, Relief, and Economic Security Act (the “Cares Act”),

PPP loan provides for forgiveness of up to the full principal amount and accrued interest if the funds are used for payroll costs, interest

on mortgages, rent, and utilities.

However, at least 60% of the forgiven amount must have been used for payroll.

The loan was granted

pursuant to a promissory note dated February 7, 2021 issued by the Company, which matures on February 6, 2026 and bears interest at a

rate of 1.00% per annum.

The Company will pay the principal in one payment of all outstanding principal plus all accrued unpaid interest

on that date that is five years after the date of the promissory note.

In addition, the Company will start the application with the US

Government regarding the loan forgiveness program as soon as the US Government allows.

No collateral or personal guarantees are required.

Recent Research

On May 23, 2019, the Company announced its internal

Phase II clinical study results of ABV-1504 for Major Depression Disorder (“MDD”).

The clinical study results showed that

PDC-1421, the active pharmaceutical ingredient of ABV-1504, met the pre-specified primary endpoint of the Phase II clinical trial and

significantly improved the symptoms of MDD.

The Phase II clinical study was a randomized,

double-blind, placebo-controlled, multi-center trial, in which 60 adult patients with confirmed moderate to severe MDD were treated with

PDC-1421 in either low dose (380 mg) or high dose (2 x 380 mg) compared with placebo administration, three times a day for six weeks.

PDC-1421 high dose (2 x 380 mg) met the pre-specified primary endpoint by demonstrating a highly significant 13.2-point reduction in the

Montgomery-Åsberg Depression Rating Scale (MADRS) total score by Intention-To-Treat (ITT) analysis, averaged over the 6-week treatment

period (overall treatment effect) from baseline, as compared to 9.2-point reduction of the placebo group.

By Per-Protocol (PP) analysis,

PDC-1421 showed a dose dependent efficacy toward MDD in which high dose (2 x 380 mg) gave 13.4-point reduction in MADRS total score from

baseline and low dose (380 mg) gave 10.4-point reduction as compared to a 8.6-point in the placebo group.

The Company has decided to use

the high dose formula in the Phase III clinical trial of ABV-1504.

On September 9, 2020, the Company issued a full

clinical study report (CSR) of Vitargus®

First-in-Human Phase I Clinical Trial .

The safety and preliminary efficacy findings

from this study, combined with the unique properties of Vitargus®

(BFC-1401), are supportive of further development for its use during

vitrectomy surgery in patients requiring vitreous replacement.

The study was an open label, Phase I study undertaken

at a single study center in Sydney, Australia.

A total of 11 participants were enrolled for the study in which each participant had

been diagnosed with either (1) a complex or rhegmatogenous retinal detachment or chronic retinal detachment with failure of gas or silicone

oil treatment or (2) a vitreous hemorrhage that requires vitrectomy surgery.

The study found that Vitargus®

was well-tolerated as

a vitreous substitute without any apparent toxicity to ocular tissues.

Further, there was no indication of an increased overall safety

risk with Vitargus®.

On November 9, 2020 the Company issued a full

clinical study report (CSR) of its ABV-1505 Phase II Part I clinical trial conducted at the University of California, San Francisco (UCSF)

for the treatment of Adult Attention-Deficit Hyperactivity Disorder (ADHD).

The Phase II Part I clinical study for treating ADHD found

that the active ingredient of ABV-1505, PDC-1421, was safe, well tolerated and efficacious during its treatment and the follow-up period

with six adult patients.

For the primary endpoints, the percentages of improvement in Adult Attention-Deficit/Hyperactivity Disorder Rating

Scale-Investigator Rated-IV (ADHD-RS-IV) score from baseline to 8 weeks treatment were 83.3% (N=5) in the Intention-To-Treat (ITT) population

and 80.0% (N=4) in the Per-Protocol (PP) population.

Both low and high doses of PDC-1421 Capsule met the primary end points by passing

the required 40% population in ADHD-RS-IV test scores.

Overall, the results from this study, which demonstrate the therapeutic value of

PDC-1421, support further clinical development of ABV-1505 for the treatment of adult ADHD.

On November 4, 2020, the Company executed an amendment

to its collaboration agreement with BioFirst to add BFC-1403 Intraocular Irrigation Solution and BFC-1404 Corneal Storage Solution to

our agreement.

BFC-1404 is utilized during a corneal transplant procedure to replace a damaged or diseased cornea while BFC-1403 has broader

utilization during a variety of ocular procedures.

Initially the Company will focus on BFC-1404,

a solution utilized to store a donor cornea prior to either penetrating keratoplasty (full thickness cornea transplant) or endothelial

keratoplasty (back layer cornea transplant).

Designated ABV-2002 under the Company’s product identification system, the solution

is comprised of a specific poly amino acid that protects ocular tissue from damage caused by external osmolarity exposure during pre-surgery

The specific polymer in ABV 2002 can adjust osmolarity to maintain a range of 330 to 390 mOsM thereby permitting hydration within

the corneal stroma during the storage period.

Stromal hydration results in (a) maintaining acceptable corneal transparency and (b) prevents

donor cornea swelling.

ABV-2002 also contains an abundant phenolic phytochemical found in plant cell walls that provides antioxidant antibacterial

properties and neuroprotection.

Early testing by BioFirst indicates that ABV-2002

may be more effective for protecting the cornea and retina during long-term storage than other storage media available today and can be

manufactured at lower cost.

Categorized as a Class I Medical Device which has the lowest risk to patients, the Company intends to submit

a Premarket Notification 510(K) submission to the FDA before the end of 2021 to demonstrate the device is at least as safe and effective

as current products on the market.

Key elements of our business strategy include:

Advancing to the pivotal trial phase of ABV-1701 Vitargus for the treatments of Retinal Detachment or Vitreous Hemorrhage, which we expect to generate revenues in the future.

Focusing on licensing ABV-1504 for the treatment of major depressive disorder, MDD, after the successful completion of its Phase II clinical trials.

Completing Phase II, Part 2 clinical trial for ABV-1505 for the treatment of attention deficit hyperactivity disorder, ADHD.

Out licensing drug candidates and medical device candidates to major pharmaceutical companies for phase III and pivotal clinical trials, as applicable, and further marketing if approved by the FDA.

We plan to augment our core research and development

capability and assets by conducting Phase I and II clinical trials for investigational new drugs and medical devices in the fields of

CNS, Hematology/Oncology and Ophthalmology.

Our management team has extensive experiences

across a wide range of new drug and medical device development and we have in-licensed new drug and medical device candidates from large

research institutes and universities in both the U.S.

Through an assertive product development approach, we expect that we

will build a substantial portfolio of Oncology/ Hematology, CNS and Ophthalmology products.

We primarily focus on Phase I and II research

of new drug candidates and out license the post-Phase-II products to pharmaceutical companies;

we do not expect to devote substantial

efforts and resources to building the disease-specific distribution channels.

Business Objectives

The Company is operating its core business based

on collaborative activities that can generate current and future revenues through research, development and/or commercialization joint

venture agreements.

The terms of these agreements typically include payment to the Company related to one or more of the following:

nonrefundable upfront license fees,

development and commercial milestones,

partial or complete reimbursement of research and development costs and

royalties on net sales of licensed products.

Each type of payments results in revenue except

for revenue from royalties on net sales of licensed products, which are classified as royalty revenues.

To date, we have not received

any royalty revenues.

Revenue is recognized upon satisfaction of a performance obligation by transferring control of a good or service

to the joint venture partner.

As part of the accounting for these arrangements,

the Company applies judgment to determine whether the performance obligations are distinct and develop assumptions in determining the

stand-alone selling price for each distinct performance obligation identified in the collaboration agreements.

To determine the stand-alone

selling price, the Company relies on assumptions which may include forecasted revenues, development timelines, reimbursement rates for

R&D personnel costs, discount rates and probabilities of technical and regulatory success.

The Company had multiple deliverables under the

collaborative agreements, including deliverables relating to grants of technology licenses, regulatory and clinical development, and marketing

Estimation of the performance periods of the Company’s deliverables requires the use of management’s judgment.

Significant factors considered in management’s evaluation of the estimated performance periods include, but are not limited to,

the Company’s experience in conducting clinical development, regulatory and manufacturing activities.

The Company reviews the estimated

duration of its performance periods under its collaborative agreements on an annually basis, and makes any appropriate adjustments on

a prospective basis.

Future changes in estimates of the performance period under its collaborative agreements could impact the timing

of future revenue recognition.

(i) Nonrefundable upfront payments

If a license to the Company’s intellectual

property is determined to be distinct from the other performance obligations identified in an arrangement, the Company recognizes revenue

from the related nonrefundable upfront payments based on the relative standalone selling price prescribed to the license compared to the

total selling price of the arrangement.

The revenue is recognized when the license is transferred to the collaboration partners and the

collaboration partners are able to use and benefit from the license.

To date, the receipt of nonrefundable upfront fees was solely for

the compensation of past research efforts and contributions made by the Company before the collaborative agreements entered into and it

does not relate to any future obligations and commitments made between the Company and the collaboration partners in the collaborative

(ii) Milestone payments

The Company is eligible to receive milestone payments

under the collaborative agreement with collaboration partners based on achievement of specified development, regulatory and commercial

Management evaluated the nature of the events triggering these contingent payments, and concluded that these events fall into

two categories:

(a) events which involve the performance of the Company’s obligations under the collaborative agreement with collaboration

partners, and (b) events which do not involve the performance of the Company’s obligations under the collaborative agreement with

collaboration partners.

The former category of milestone payments consists

of those triggered by development and regulatory activities in the territories specified in the collaborative agreements.

Management concluded

that each of these payments constitute substantive milestone payments.

This conclusion was based primarily on the facts that (i) each

triggering event represents a specific outcome that can be achieved only through successful performance by the Company of one or more

of its deliverables, (ii) achievement of each triggering event was subject to inherent risk and uncertainty and would result in additional

payments becoming due to the Company, (iii) each of the milestone payments is nonrefundable, (iv) substantial effort is required to complete

each milestone, (v) the amount of each milestone payment is reasonable in relation to the value created in achieving the milestone, (vi)

a substantial amount of time is expected to pass between the upfront payment and the potential milestone payments, and (vii) the milestone

payments relate solely to past performance.

Based on the foregoing, the Company recognizes any revenue from these milestone payments in

the period in which the underlying triggering event occurs.

(iii) Multiple Element Arrangements

The Company evaluates multiple element arrangements

to determine (1) the deliverables included in the arrangement and (2) whether the individual deliverables represent separate units of

accounting or whether they must be accounted for as a combined unit of accounting.

This evaluation involves subjective determinations

and requires management to make judgments about the individual deliverables and whether such deliverables are separate from other aspects

of the contractual relationship.

Deliverables are considered separate units of accounting provided that:

(i) the delivered item(s) has

value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item(s),

delivery or performance of the undelivered item(s) is considered probable and substantially within its control.

In assessing whether an

item under a collaboration has standalone value, the Company considers factors such as the research, manufacturing, and commercialization

capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace.

The Company also

considers whether its collaboration partners can use the other deliverable(s) for their intended purpose without the receipt of the remaining

element(s), whether the value of the deliverable is dependent on the undelivered item(s), and whether there are other vendors that can

provide the undelivered element(s).

The Company recognizes arrangement consideration

allocated to each unit of accounting when all of the revenue recognition criteria in ASC 606 are satisfied for that particular unit of