What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-05-16 compared with 2021-11-15 · 1144 added, 1183 removed, 844 unchanged (73% of the section changed)

Financial Statements.

BIOPHARMA, INC.

ABVC BIOPHARMA, INC.

AND SUBSIDIARIES

BALANCE SHEETS

September 30,

CONSOLIDATED BALANCE SHEETS

Current Assets

1 unchanged sentence

Restricted cash and cash equivalents

Short-term Investment

Accounts receivable, net

2 unchanged sentences

Inventory, net

Short-term Investment

Prepayment for long-term investments

10 unchanged sentences

Current Liabilities

Accounts payable

Short-term bank loans

Short-term loan

Notes payable

Accrued expenses and other current liabilities

2 unchanged sentences

Due to related parties

Convertible notes payable - related parties, current portion

Total Current Liabilities

Paycheck Protection Program loan payable

Tenant security deposit

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, 27,935,783 and 24,420,526 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively

Common stock, $ 0.001 par value, 100,000,000 authorized, 30,307,329 and 28,926,322 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively

Additional paid-in capital

11 unchanged sentences

Noncontrolling interest

( 1,004,237 )

Total Liabilities and Equity

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

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

Three Months Ended

September 30,

Nine Months Ended

September 30,

Cost of revenues

7 unchanged sentences

( 1,252,745 )

( 5,258,814 )

( 3,655,157 )

Other income (expense)

1 unchanged sentence

Interest expense

Rent income – related parties

Impairment loss

Investment loss

Operating sublease income

Operating sublease income – related parties

Gain/Loss on foreign exchange changes

Gain/Loss on investment in equity securities

( 1,067,298 )

Other (expense) income

Government grant income

Total other expenses

( 2,103,240 )

Total other income

Loss before provision income tax

1 unchanged sentence

( 1,246,347 )

( 5,320,778 )

( 5,758,397 )

Provision for income tax

1 unchanged sentence

( 1,195,323 )

( 5,134,523 )

( 5,624,450 )

Net loss attributable to noncontrolling interests

2 unchanged sentences

( 1,128,505 )

( 4,906,559 )

( 4,942,881 )

Foreign currency translation adjustment

2 unchanged sentences

$ ( 1,092,365 )

$ ( 4,489,701 )

$ ( 4,985,284 )

Net loss per share:

2 unchanged sentences

Basic and diluted

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

STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Cash flows from operating activities

6 unchanged sentences

Other non-cash income and expenses

Investment loss

Changes in operating assets and liabilities:

2 unchanged sentences

Decrease (increase) in due from related parties

Increase (decrease) in accounts payable

( 1,434,353 )

Increase (decrease) in inventory

Increase (decrease) in notes payable

Increase (decrease) in accounts payable

Increase (decrease) in accrued expenses and other current liabilities

Increase (decrease) in advance from others

Increase (decrease) in due to related parties

3 unchanged sentences

Cash flows from investing activities

Sale of investments

Loan to related parties

Purchase of investments

Purchases of property, plant and equipment

Purchase of equipment

Prepayment for equity investment

1 unchanged sentence

Cash flows from financing activities

Proceeds from short-term loan

Proceeds from short-term borrowing from third parties

Proceeds from short-term borrowing from related parties

Issuance of common stock

Payment for offering costs

Repayment of convertible notes

Repayment of short-term loan

Repayment of notes payable

Proceeds from long-term loans

Repayment of long-term bank loans

Borrowings from related parties

Net proceeds from short-term borrowing from related parties

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents and restricted cash

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

Net decrease in cash and cash equivalents and restricted cash

( 3,132,627 )

( 1,668,135 )

Cash and cash equivalents and restricted cash

3 unchanged sentences

Income taxes paid

Non-cash financing and investing activities

Common shares issued for debt conversion

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

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

Accumulated Other

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND

Treasury Stock

1 unchanged sentence

Balance at December 31, 2020

Issuance of common shares

$ ( 3,160,360 )

$ ( 25,642,387 )

$ ( 9,100,000 )

$ ( 776,273 )

Stock based compensation

1 unchanged sentence

( 1,128,505 )

( 1,195,323 )

Cumulative transaction adjustments

1 unchanged sentence

$ ( 2,934,620 )

Issuance of common shares

Stock based compensation

Net loss for the period

Cumulative transaction adjustments

Balance at June 30, 2020

Issuance of common shares

Net loss for the period

Cumulative transaction adjustments

Balance at September 30, 2020

$ ( 26,770,892 )

$ ( 9,100,000 )

$ ( 843,091 )

Accumulated Other

2 unchanged sentences

Balance at December 31, 2021

Stock based compensation

Net loss for the period

Cumulative transaction adjustments

Balance at March 31, 2021

$ ( 2,257,400 )

$ ( 38,481,200 )

$ ( 9,100,000 )

Issuance of common shares for consulting service

1 unchanged sentence

Net loss for the period

Cumulative transaction adjustments

Balance at June 30, 2021

Issuance of common shares for cash

Issuance of common shares for debt conversion

Stock based compensation

Net loss for the period

( 5,995,440 )

( 6,087,615 )

Cumulative transaction adjustments

Balance at September 30, 2021

accompanying notes are an integral part of these consolidated financial statements.

BIOPHARMA, INC.

Balance at March 31, 2022

$ ( 2,031,660 )

$ ( 44,476,640 )

$ ( 9,100,000 )

The accompanying notes are an integral part

of these consolidated financial statements.

ABVC BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND DESCRIPTION OF BUSINESS

BioPharma, Inc.

(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 region.

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 21, 2015.

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.

Company’s stock symbol remains ABVC.

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

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 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.

The Acquisition Stock collectively represented 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 (the “Merger”).

to the Merger, all of the issued and outstanding common shares of BriVision were converted, at an exchange ratio of 0.2536-for-1, into

an aggregate of 166,273,921 (52,936,583pre-stock 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 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 the closing.

There were no warrants, options or other equity instruments issued in connection

with the share exchange agreement.

the consummation of the Share Exchange, BriVision became a wholly owned subsidiary of the Company.

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.

Treatment of the Reverse Merger

financial reporting purposes, the Share Exchange represents a “reverse merger” rather than a business combination and BriVision is

deemed the accounting acquirer in the transaction.

ABVC BioPharma, Inc.

(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

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

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 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.

The Acquisition Stock collectively represented 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 (the “Merger”).

Pursuant to the Merger, all of the issued and outstanding common shares

of BriVision were converted, at an exchange ratio of 0.

2536-for-1, into an aggregate of 166,273,921 (52,936,583 pre-stock 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 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 the closing.

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.

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.

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

in the transaction.

The Share Exchange is being accounted for as a reverse-merger and recapitalization.

BriVision is the acquirer 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.

February 8, 2019, the Company, BioLite Holding, Inc.

BriVision is the acquirer

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.

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.

to the terms of the Merger Agreement, BioLite and BioKey became two wholly-owned subsidiaries of the Company on February 8, 2019.

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.

Holding, Inc.

(the “BioLite Holding”) was incorporated under the laws of the State of Nevada on July 27, 2016.

(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

Inc., (the “BioLite Taiwan”) was incorporated on February 13, 2006 under the laws of Taiwan.

BioLite is in the business of

developing and commercialization of new botanical drugs with application in central nervous system, autoimmunity, inflammation, hematology,

and oncology.

In addition, BioLite Taiwan distributes dietary supplements made from extracts of Chinese herbs and Maitake mushroom.

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”).

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.

Upon closing of the Share Purchase/ Exchange

Agreement in August 2017, BioLite Holding ultimately owns via BioLite BVI approximately 73 % of BioLite Taiwan.

The other shareholders

who did not enter this Share Purchase/ Exchange Agreement retain their equity ownership in BioLite Taiwan.

was incorporated on August 9, 2000 in the State of California.

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 I through phase III) and commercial manufacturing.

It also licenses out its technologies

and initiates joint research and development processes with other biotechnology, pharmaceutical, and nutraceutical companies.

Treatment of the Merger

Company adopted ASC 805, “Business Combination” to record the merger transactions of BioKey.

Since the Company and BioLite

Holding are the entities under Dr.

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

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.

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.

(“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,

BioLite and BioKey became two wholly-owned subsidiaries of the Company on February 8, 2019.

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.

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”)

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

BioLite is in the business of developing and commercialization of new

botanical drugs with application in central nervous system, autoimmunity, inflammation, hematology, and oncology.

In addition, BioLite

Taiwan distributes dietary supplements made from extracts of Chinese herbs and Maitake mushroom.

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”).

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.

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

owns via BioLite BVI approximately 73 % of BioLite Taiwan.

The other shareholders who did not enter this Share Purchase/ Exchange Agreement

retain their equity ownership in BioLite Taiwan.

was incorporated on August 9, 2000

in the State of California.

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 I through phase III) and commercial manufacturing.

It also licenses out its technologies and initiates joint research and development

processes with other biotechnology, pharmaceutical, and nutraceutical companies.

Accounting Treatment of the Merger

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.

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

of Presentation

accompanying consolidated financial statements 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

basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and

expenses and losses are recognized when incurred.

Basis of Presentation

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.

All significant intercompany transactions and account balances have been eliminated.

This basis of accounting involves the application

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.

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 such year.

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting

Actual results could differ materially from those results.

consists of raw materials, work-in-process, finished goods, and merchandise.

Inventories are stated at the lower of cost or market and

valued on a moving weighted average cost basis.

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

The preparation of financial statements in conformity

with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated

financial statements and the amount of revenues and expenses during the reporting periods.

Actual results could differ materially from

those results.

Inventory consists of raw materials, work-in-process,

finished goods, and merchandise.

Inventories are stated at the lower of cost or market and valued on a moving weighted average cost basis.

Market is determined based on net realizable value.

The Company periodically reviews

the age and turnover of its inventory to determine whether any inventory has become obsolete or has declined in value, and incurs a charge

to operations for known and anticipated inventory obsolescence.

Reclassifications

classifications have been made to the prior year financial statements to conform to the current year presentation.

The reclassification

had no impact on previously reported net loss or accumulated deficit.

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.

Reverse Split

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”) 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.

Value Measurements

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 for measuring fair value and expands disclosures about fair value measurements.

requires that an entity measure its financial instruments to base fair value on exit price, maximize the use of observable units and

minimize the use of unobservable inputs to determine the exit price.

It establishes a hierarchy which prioritizes the inputs to valuation

techniques used to measure fair value.

This hierarchy increases the consistency and comparability of fair value measurements and related

disclosures by maximizing the use of observable inputs and minimizing 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 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.

The hierarchy prioritizes the inputs into three broad levels based on the reliability

of the inputs as follows:

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.

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;

The Company periodically reviews the age and turnover of its inventory to determine

whether any inventory has become obsolete or has declined in value, and incurs a charge to operations for known and anticipated inventory

obsolescence.

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

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.

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.

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

for measuring fair value and expands disclosures about fair value measurements.

It requires that an entity measure its financial instruments

to base fair value on exit price, maximize the use of observable units and minimize the use of unobservable inputs to determine the exit

It establishes a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value.

This hierarchy increases

the consistency and comparability of fair value measurements and related disclosures by maximizing the use of observable inputs and minimizing

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

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.

The hierarchy prioritizes

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;

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.

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.

carrying values of certain assets and liabilities of the Company, such as cash and cash equivalents, restricted cash, accounts receivable,

due from related parties, inventory, prepaid expenses and other current assets, accounts payable, accrued liabilities, and due to related

parties approximate fair value due to their 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 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.

and Cash Equivalents

The Company considers highly liquid investments

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

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

cash and cash equivalents amounted $ 3,715,609 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.

Cash Equivalents

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

of the Company, such as cash and cash equivalents, restricted cash, accounts receivable, due from related parties, inventory, prepaid

expenses and other current assets, accounts payable, accrued liabilities, and due to related parties approximate fair value due to their

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 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

The Company considers highly liquid investments with maturities of

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

As of March 31, 2022 and December 31, 2021, the Company’s cash and

cash equivalents amounted $ 2,717,936 and $ 5,828,548 , 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.

The Company believes

this financial institution is of high credit quality.

Restricted Cash Equivalents

Restricted cash equivalents primarily consist

of cash held in a reserve bank account in Taiwan.

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

equivalents amounted $ 734,163 and $ 728,163 , respectively.

Concentration

of Credit Risk

Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents.

The Company places its cash and temporary cash investments in high quality credit institutions, but these investments may be in excess

of Taiwan Central Deposit Insurance Corporation and the U.S.

As of March 31, 2022 and December 31, 2021, the Company’s restricted cash equivalents

amounted $ 714,652 and $ 736,667 , 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.

The Company places its cash and temporary

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.

does not enter into financial instruments for hedging, trading or speculative purposes.

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.

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.

to ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects

the consideration that the Company expects 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:

(i) identify the contract(s)

with a customer;

(ii) identify the performance obligations in the contract;

The Company does not enter into financial instruments for

hedging, trading or speculative purposes.

Revenue Recognition

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

when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects

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:

(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 obligations in the contract;

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

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.

following are examples of when the Company recognizes revenue based on the types of payments the Company receives.

Collaborative

Revenues — The Company recognizes collaborative revenues generated through collaborative research, development and/or commercialization

The terms 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.

(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 following are examples of when the Company

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

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.

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

Revenue is recognized upon satisfaction of a performance obligation by transferring control of a good or service to the collaboration

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

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.

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 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

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.

Non-refundable upfront payments

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 non-refundable 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 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 agreements.

Milestone payments

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.

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 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.

Multiple Element Arrangements

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.

Revenue is recognized

upon satisfaction of a performance obligation by transferring control of a good or service to the collaboration partners.

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) 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

from the related non-refundable 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 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

(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 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

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

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).

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 accounting.

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.

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.

the inception of an arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive and at

risk to both parties on the basis of the contingent nature of the milestone.

(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

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.

At the inception of an arrangement that includes

milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent

nature of the milestone.

This evaluation includes an assessment of whether:

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.

Royalties and Profit Sharing Payments

the collaborative agreement with the collaboration partners, the Company is entitled to receive royalties on sales of products, which

is at certain percentage of the net sales.

The Company recognizes revenue from these events based on the revenue recognition criteria

set forth in ASC 606.

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 is resolved.

Derived from Research and Development 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 submissions.

The Company evaluates whether these options are material rights at

the inception of the contract.

If the Company determines an option is a material right, the Company will consider the option a separate

performance obligation.

the Company is entitled to reimbursement from its customers for specified research and development expenses, the Company accounts for

the related services that it provides as separate performance obligations if it determines that these services represent a material right.

The Company also determines whether the reimbursement of research and development expenses should be accounted for as revenues or an

offset to research and development expenses in accordance 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

Company then determines the transaction price by reviewing the amount of consideration the Company is eligible to earn under the contracts,

including any variable consideration.

Under the outstanding contracts, consideration typically includes fixed consideration and variable

consideration in the form of potential milestone payments.

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.

The Company does not typically include any payments that the Company may receive

in the future in its initial transaction price because the payments are not probable.

The Company would reassess the total transaction

price at each reporting period to determine if the Company should include additional payments in the transaction price.

Company receives payments from its customers based on billing schedules established in each contract.

Upfront payments and fees may be

recorded as advance from customers upon receipt or when due, and may require deferral of revenue recognition to a future period until

the Company performs its obligations under these arrangements.

Amounts are recorded as accounts receivable when the right of the Company

to consideration is unconditional.

The Company does not assess whether a contract has a significant financing component if the expectation

at contract inception is such that the period between payment by the customers and the transfer of the promised goods or services to

the customers will be one year or less.

and Equipment

and equipment is carried at cost net of accumulated depreciation.

(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.

(iv) Royalties and Profit Sharing Payments

Under the collaborative agreement with the collaboration

partners, the Company is entitled to receive royalties on sales of products, which is at certain percentage of the net sales.

recognizes revenue from these events based on the revenue recognition criteria set forth in ASC 606.

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 is

Revenues Derived from Research and Development

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

If the Company determines

an option is a material right, the Company will consider the option a separate performance obligation.

If the Company is entitled to reimbursement from

its customers for specified research and development expenses, the Company accounts for the related services that it provides as separate

performance obligations if it determines that these services represent a material right.

The Company also determines whether the reimbursement

of research and development expenses should be accounted for as revenues or an offset to research and development expenses in accordance

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 then determines the transaction price

by reviewing the amount of consideration the Company is eligible to earn under the contracts, including any variable consideration.

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.

The Company does not typically include any payments that the Company may receive in the future in its initial transaction price because

the payments are not probable.

The Company would reassess the total transaction price at each reporting period to determine if the Company

should include additional payments in the transaction price.

The Company receives payments from its customers

based on billing schedules established in each contract.

Upfront payments and fees may be recorded as advance from customers upon receipt

or when due, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these

arrangements.

Amounts are recorded as accounts receivable when the right of the Company to consideration is unconditional.

does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period

between payment by the customers and the transfer of the promised goods or services to the customers will be one year or less.

Property and Equipment

Property and equipment is carried at cost net

of accumulated depreciation.

Repairs and maintenance are expensed as incurred.

Expenditures that

improve the functionality of the related asset or extend the useful life are capitalized.

When property and equipment is retired or otherwise

disposed of, the related gain or loss is included in operating income.

Leasehold improvements are depreciated on the straight-line method

over the shorter of the remaining lease term or estimated useful life of the asset.

Depreciation is calculated on the straight-line method,

including property and equipment under capital leases, generally based on the following useful lives:

Expenditures that improve the functionality of the related

asset or extend the useful life are capitalized.

When property and equipment is retired or otherwise disposed of, the related gain or

loss is included in operating income.

Leasehold improvements are depreciated on the straight-line method over the shorter of the remaining

lease term or estimated useful life of the asset.

Depreciation is calculated on the straight-line method, including property and equipment

under capital leases, generally based on the following useful lives:

Estimated Life

and leasehold improvements

and equipment

of Long-Lived Assets

Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”).

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.

Equity Investment

Company acquires the equity investments to 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:

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.

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

Company’s long-term equity investments are subject to a periodic impairment review.

Buildings and leasehold improvements

Machinery and equipment

Office equipment

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.

Long-term Equity Investment

The Company acquires the equity investments to

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 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:

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

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.

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;

7 unchanged sentences

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 nine months ended September 30, 2021.

Other-than-temporary impairment of equity investments were $ 8,507 and $ 952,711 for the three and nine months ended September 30, 2020.

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.

In 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.

If the qualitative

assessment indicates that goodwill impairment is more likely than not, the Company performs a two-step impairment test.

The Company tests

goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting

If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not

that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair

value of goodwill and the carrying value.

Other-than-temporary impairment of equity investments were $ 0 and $ 0 for the three months ended March 31, 2022 and 2021, respectively.

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.

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

is more likely than not, the Company performs a two-step impairment test.

The Company tests goodwill for impairment under the two-step

impairment test by first comparing the book value of net assets to the fair value of the reporting units.

If the fair value is determined

to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step

is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value.

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

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.

Company completed the required testing of goodwill for impairment as of September 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 uncertain.

Furthermore, the Company anticipates future cash flows indicate that

the recoverability of goodwill is not reasonably assured.

and Development Expenses

Company accounts for the cost of using licensing rights in research and development cost according to ASC Topic 730-10-25-1.

This guidance

provides that 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 when incurred.

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.

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’

pension fund.

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, 2022, 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

Research and Development Expenses

The Company accounts for the cost of using licensing

rights in research and development cost according to ASC Topic 730-10-25-1.

This guidance provides that 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

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 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.

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’ pension fund.

The Company has no legal obligation for the benefits beyond the contributions made.

The total amounts for such employee

benefits, which were expensed as incurred, were $ 2,906 and $ 3,612 for the three months ended September 30, 2021 and 2020, respectively.

The total amounts for such employee benefits, which were expensed as incurred, were $ 8,268 and $ 10,969 for the nine months ended September

30, 2021 and 2020, respectively.

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

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 nine months

ended September 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

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 $ 0 for the three months ended September 30, 2021 and 2020, respectively.

Total non-employee stock-based compensation expenses were $ 927,220 and $ 999,820 for the nine months ended September 30, 2021 and 2020,

respectively.

Conversion Feature

time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature.

A beneficial conversion

feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible

into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds

to the fair value of the warrants, if related warrants have been granted.

The intrinsic value of the beneficial conversion feature is

recorded as a debt discount with a corresponding amount to additional paid in capital.

The debt discount is amortized to interest expense

over the life of the note using the effective interest method.

Company accounts for income taxes using the asset and liability approach which allows the recognition and measurement of deferred tax

assets to be based upon the likelihood of realization of tax benefits in future years.

Under the asset and liability approach, deferred

taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for income tax purposes.

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.

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 tax examination being presumed to occur.

The total amounts for such employee benefits, which

were expensed as incurred, were $ 3,337 and $ 2,503 for the three months ended March 31, 2022 and 2021, 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, 2022 and 2021, 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 earlier

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

Total non-employee

stock-based compensation expenses were $ 4,692,003 and $ 225,740 for the three months ended March 31, 2022 and 2021, respectively.

Beneficial Conversion Feature

From time to time, the Company may issue convertible

notes that may contain an imbedded beneficial conversion feature.

A beneficial conversion feature exists on the date a convertible note

is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated

proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related

warrants have been granted.

The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding

amount to additional paid in capital.

The debt discount is amortized to interest expense over the life of the note using the effective

interest method.

The Company accounts for income taxes using the

asset and liability approach which allows the recognition and measurement of deferred tax assets to be based upon the likelihood of realization

of tax benefits in future years.

Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary

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.

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 tax examination

being presumed to occur.

The evaluation of a tax position is a two-step process.

The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the

resolution of any related appeals or litigations based on the technical merits of that position.

The second step is to measure a tax

position that meets the more-likely-than-not threshold to determine the amount of benefits recognized in the financial statements.

tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.

Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent

period in which the threshold is met.

Previously recognized tax positions that no longer meet the more-likely-than-not criteria should

be de-recognized in the first subsequent financial reporting period in which the threshold is no longer satisfied.

Penalties and interest

incurred related to underpayment of income tax are classified as income tax expense in the year incurred.

No significant penalty or interest

relating to income taxes has been incurred for the nine months ended September 30, 2021 and 2020.

GAAP also provides guidance on de-recognition,

classification, interest and penalties, accounting in interim periods, disclosures and transition.

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.

If a 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

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.

of Deferred Tax Assets

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 allowance, management considers, among other things, projections of future taxable income and

ongoing prudent and feasible tax planning strategies.

If the Company determines that sufficient negative evidence exists, then it will

consider recording a valuation allowance 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 the benefit of hindsight, to be inaccurate, it could prove to be more difficult to support

the realization of its deferred tax assets.

As a result, an additional valuation allowance could be required, which would have an adverse

impact on its effective income tax rate and results.

Conversely, if, after recording a valuation allowance, the Company determines that

sufficient positive evidence exists in 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.

Per Share of Common Stock

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.

earnings per share excludes all dilutive potential shares if their effect is anti-dilutive.

and Contingencies

The first step is to determine whether it is more-likely-than-not

that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical

merits of that position.

The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount

of benefits recognized in the financial statements.

A tax position is measured at the largest amount of benefit that is greater than 50

percent likely of being realized upon ultimate settlement.

Tax positions that previously failed to meet the more-likely-than-not recognition

threshold should be recognized in the first subsequent period in which the threshold is met.

Previously recognized tax positions that

no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the

threshold is no longer satisfied.

Penalties and interest incurred related to underpayment of income tax are classified as income tax expense

in the year incurred.

No significant penalty or interest relating to income taxes has been incurred for the three months ended March 31,

2022 and 2021.

GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures

and transition.

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.

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

allowance, management considers, among other things, projections of future taxable income and ongoing prudent and feasible tax planning

If the Company determines that sufficient negative evidence exists, then it will consider recording a valuation allowance

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

the benefit of hindsight, to be inaccurate, it could prove to be more difficult to support the realization of its deferred tax assets.

As a result, an additional valuation allowance could be required, which would have an adverse impact on its effective income tax rate

Conversely, if, after recording a valuation allowance, the Company determines that sufficient positive evidence exists in

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.

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.

Diluted earnings per share excludes all dilutive

potential shares if their effect is anti-dilutive.

Commitments and Contingencies

The Company has adopted ASC Topic 450 “Contingencies”

8 unchanged sentences

possible that a material loss could be incurred.

Foreign-currency

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).

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”, 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).

Accounting Pronouncements

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.

GAAP principles

for certain financial instruments with characteristics of liabilities and equity.

The amendments in this ASU reduce the number of accounting

models for convertible instruments and expand the existing disclosure requirements over earnings per share as it relates to convertible

This ASU will be effective for the fiscal year beginning January 1, 2022 and interim periods therein.

Early adoption is

permitted, but no earlier than fiscal years beginning after December 15, 2020.

The amendments may be adopted through either a modified

retrospective method, or a fully retrospective method.

The Company is currently evaluating the impact of adopting ASU 2020-06.

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

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$”).

Such financial statements

were translated into U.S.

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 August 2020, the FASB

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

in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU

ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion

accounting models.

Upon adoption of ASU 2020-06, convertible debt, unless issued with a substantial premium or an embedded conversion

feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components.

This modification will reduce the issue discount and result in less non-cash interest expense in financial statements.

ASU 2020-06 also

updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in

cash or shares.

For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding

and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment

by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral

is required to be posted, and (iii) assess shareholder rights.

ASU 2020-06 is effective for fiscal years beginning after December 15,

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning

of such fiscal year.

The Company is currently evaluating the impact that the standard will have on its consolidated financial statements.

In May 2021, the FASB issued ASU 2021-04, Earnings

Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic

718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40):

Issuer’s Accounting for Certain

Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”).

ASU 2021-04 provides guidance

as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written

call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new

An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified

or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model

that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination,

debt modification, and modifications unrelated to equity issuance and debt origination or modification).

ASU 2021-04 is effective for

all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

An entity should

apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date.

adoption is permitted for all entities, including adoption in an interim period.

If an entity elects to early adopt ASU 2021-04 in an

interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period.

The Company is

currently evaluating the impact that the standard will have on its consolidated financial statements.

COLLABORATIVE AGREEMENTS

Collaborative

agreements with BHK

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.

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:

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.

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:

$1 million, or 10% of total payment

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

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

the completion of first phase II clinical trial:

At the completion of first phase II clinical trial:

$1 million, or 10% of total payment

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

1 unchanged sentence

$4 million, or 40% of total payment

December 2015, BHK has paid a non-refundable upfront cash payment of $ 1 million, or 10 % of $ 10,000,000 , upon the signing of BHK Co-Development

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 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.

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.

addition to the milestone payments, BioLite Taiwan is entitled to receive royalty on 12 % of BHK’s net sales related to BLI-1401-2

As of September 30, 2021 and December 31, 2020, the Company has not earned the royalty under the BHK Co-Development Agreement.

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.

2015, the Company recognized the cash receipt in a total of NT$50 million, approximately equivalent to $1.6 million, as collaboration

revenue when all research, technical, and development data was delivered to BHK.

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 payment as collaboration

revenue when all research, technical, data and development data was delivered to BHK.

The cash receipt is for the compensation of past

research efforts and contributions made by BioLite Taiwan before this BHK Collaborative Agreements was signed and it does not relate

to any future commitments made by BioLite Taiwan and BHK in this BHK Collaborative Agreements.

addition to the total of NT$50 million, approximately equivalent to $1.60 million, BioLite Taiwan is entitled to receive 50% of the future

net licensing income or net sales profit.

As of September 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

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).

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.

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.

June 1, 2017, the Company has delivered all research, technical, data and development data to Rgene.

Since both Rgene and the Company

are related parties and under common control by a controlling beneficiary shareholder of YuanGene Corporation and the Company, the Company

has recorded the full amount of $ 3,000,000 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.

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

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.

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 ABV-1526 Large Intestine / Colon / Rectal Cancer Combination Therapy to the products to be co-developed

and commercialized.

Other provisions of the Co-Dev Agreement remain in full force and effect.

Collaborative

agreement with BioFirst Corporation, a related party

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

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

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.

September 25, 2017, BioFirst has delivered all research, technical, data and development data to BriVision.

The Company determined to

fully expense the entire amount of $ 3,000,000 since currently the related licensing rights do not have alternative future uses.

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.

September 30, 2019, BriVision entered into a Stock 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 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.

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.

consists of the following:

September 30,

In December 2015, BHK has paid a non-refundable

upfront cash payment of $ 1 million, or 10 % of $ 10,000,000 , upon the signing of BHK Co-Development Agreement.

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 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, 2022 and December

31, 2021, 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.

In 2015, the Company recognized the cash receipt

in a total of NT$50 million, approximately equivalent to $1.6 million, as collaboration revenue when all research, technical, and development

data was delivered to BHK.

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 payment as collaboration revenue when all research, technical, data

and development data was delivered to BHK.

The cash receipt is for the compensation of past research efforts and contributions made by

BioLite Taiwan before this BHK Collaborative Agreements was signed and it does not relate to any future commitments made by BioLite Taiwan

and BHK in this BHK Collaborative Agreements.

In addition to the total of NT$50 million, approximately

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

31, 2022 and December 31, 2021, 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).

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 research, technical,

data and development data to Rgene.

Since both Rgene and the Company are related parties and under common control by a controlling beneficiary

shareholder of YuanGene Corporation and the Company, the Company has recorded the full amount of $ 3,000,000 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.

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.

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

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

ABV-1526 Large Intestine / Colon / Rectal Cancer Combination Therapy to the products to be co-developed and commercialized.

Other provisions

of the Co-Dev Agreement remain in full force and effect.

Collaborative agreement with BioFirst Corporation,

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 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

On September 25, 2017, BioFirst has delivered

all research, technical, data and development data to BriVision.

The Company determined to fully expense the entire amount of $ 3,000,000

since currently the related licensing rights do not have alternative future uses.

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

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.

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 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.

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:

Finished goods

Work-in-process

Raw materials

2 unchanged sentences

PROPERTY AND EQUIPMENT

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

September 30,

equipment as of March 31, 2022 and December 31, 2021 are summarized as follows:

Buildings and leasehold improvements

2 unchanged sentences

accumulated depreciation

( 3,309,278 )

( 3,314,471 )

Property and equipment, net

Depreciation expenses were $ 2,856 and $ 8,730 for

three months ended September 30, 2021 and 2020, respectively.

Depreciation expenses were $ 8,725 and $ 30,329

for nine months ended September 30, 2021 and 2020, respectively.

Depreciation expenses were $ 5,411 and $ 2,928 for three months ended

March 31, 2022 and 2021, respectively.

LONG-TERM INVESTMENTS

ownership percentages of each investee are listed as follows:

September 30,

of related party

Biotechnology Co., Ltd.

Biotech Corporation

The ownership percentages of each investee are listed as follows:

Ownership percentage

Name of related party

Braingenesis Biotechnology Co., Ltd.

Genepharm Biotech Corporation

BioHopeKing Corporation

BioFirst Corporation

Equity Method

Rgene Corporation

Equity Method

9 unchanged sentences

BioFirst Corporation

Loaned from the investee and provides research and development support service

Collaborating with the Company to develop and commercialize

Rgene Corporation

1 unchanged sentence

Long-term investment mainly consists of the following:

September 30,

Non-marketable Cost Method Investments, net

5 unchanged sentences

Rgene Corporation

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 September 30, 2021 and

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

During the nine months ended September

30, 2021, the Company made prepayment for equity investment in BioFirst to purchase additional 297,000 shares to be issued by BioFirst

in the aggregate amount of $ 639,738 , recorded as prepayment for long-term investments as of September 30, 2021.

BioFirst Corporation (the

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, 2022 and December 31, 2021, the Company owns 15.99 %

and 15.99 % common stock shares of BioFirst, respectively.

The Company made prepayment for equity investment in BioFirst to purchase additional

317,000 shares to be issued by BioFirst in the aggregate amount of $ 663,798 and $ 684,720 , recorded as prepayment for long-term investments

as of March 31, 2022 and December 31, 2021, respectively.

Summarized financial information for the Company’s

1 unchanged sentence

Balance Sheet

September 30,

Current Assets

4 unchanged sentences

Statement of Operations

Nine months Ended

September 30,

Three Months Ended

Share of losses from investments accounted for using the equity method

8 unchanged sentences

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

As of September 30, 2021 and

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

As of March 31, 2022 and December

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

Summarized financial information for the Company’s

1 unchanged sentence

Balance Sheets

September 30,

Current Assets

3 unchanged sentences

Shareholders’ Deficit

( 1,587,488 )

( 1,486,911 )

Statement of Operations

Nine months Ended

September 30,

Three Months Ended

Share of loss from investments accounted for using the equity method

Disposition of long-term investment

During the year ended December 31,

2020, the Company sold 218,000 shares of common stock of BioHopeKing Corporation at price of NT$24, equivalent $0.85, to several individuals,

and the percentage of ownership decreased to 5.90% as of December 31, 2020.

As a result of the transactions, the Company recognized investment

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

During the nine months ended September 30, 2021, there is no disposition

of long-term investment.

During the three months ended March

31, 2022 and 2021, there is no disposition of long-term investment.

Losses on Equity Investments

1 unchanged sentence

for each period were as follows:

Nine months Ended

September 30,

Three Months Ended

Share of equity method investee losses

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 .

The Yu and Wei Note bears

interest at 8 % per annum.

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

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”)

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

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 .

The Yu and Wei Note bears interest at

8 % per annum.

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

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.

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

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

10 unchanged sentences

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

As of September 30, 2021, these common shares

have been issued.

These common shares have been issued during

the year ended December 31, 2020.

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

24 unchanged sentences

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

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

These common shares have been issued during the year ended December 31, 2020.

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

24 unchanged sentences

common stock.

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

These common shares have been issued during the year ended December 31, 2020.

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

21 unchanged sentences

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

As of September

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

the year ended December 31, 2020, the Company issued to the Holders an aggregate of 120,121 shares of the Company’s common

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

14 unchanged sentences

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

As of September 30, 2021, the Company paid off

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

During the year ended December 31, 2020, the Company

issued 111,112 shares of common stock to repay the outstanding balance.

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

17 unchanged sentences

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

As of September 30, 2021,

these common shares have been issued.

These common shares have

been issued during the year ended December 31, 2020

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

23 unchanged sentences

common stock.

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

These common shares have been issued during the year ended December 31, 2020

On October 29, 2019, the Company issued a twelve-month

14 unchanged sentences

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

As of September 30, 2021, the Company paid off

the convertible promissory note of $311,233, including principal and accrued and unpaid interest expense.

In January 2021, the Company paid off the convertible

promissory note of $306,836, including principal and accrued and unpaid interest expense.

On October 23, 2020, the Company entered into

14 unchanged sentences

amount at any time, in whole or in part, without any penalty.

On May 17, 2021, the parties to the October

SPA signed Amendment No.

On May 17, 2021, the parties to the October 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, at a conversion price equal to $ 2.25 per share.

On July 21, 2021, The Company converted all convertible

promissory note amounted $ 2,500,000 into 1,111,112 shares of the Company’s common stock and warrants.

As of September 30, 2021 and December 31, 2020,

the aggregate carrying values of the convertible debentures were $ 0 and $ 2,750,000 , respectively;

and accrued convertible interest was

$ 0 and $ 104,551 , respectively.

Total interest expenses in connection with the

above convertible note payable were $ 20,833 and ($ 23,472 ) for the three months ended September 30, 2021 and 2020, respectively.

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, at a conversion price equal to $ 2.25

On July 21, 2021, The Company converted all convertible promissory note amounted $ 2,500,000 into 1,111,112 shares of the

Company’s common stock and warrants.

As of March 31, 2022 and December 31, 2021, the aggregate carrying

values of the convertible debentures were both $ 0 ;

and accrued convertible interest were both $ 0 .

Total interest expenses in connection with the

above convertible note payable were $ 150,230 and $ $ 172,117 for the nine months ended September 30, 2021 and 2020, respectively.

above convertible note payable were $ 0 and $ 66,897 for the three months ended March 31, 2022 and 2021, respectively.

Short-term bank loan consists of the following:

September 30,

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

to $ 269,250 .

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 $ 261,750 .

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 $ 269,250 .

On October 1, 2018, BioLite Taiwan extended the Cathay United Loan Agreement with the same principal amount of

NT$ 7,500,000 , equivalent to $ 269,250 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 $ 269,250 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 $ 269,250 for one year , which is due on September 6, 2021.

As of September 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 chairman.

Interest expenses were $ 1,417 and $ 1,256 for the

three months ended September 30, 2021 and 2020, respectively.

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 $ 261,750 .

On October 1, 2018, BioLite Taiwan extended the Cathay United Loan Agreement with the same principal amount of NT$ 7,500,000 ,

equivalent to $ 261,750 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 $ 261,750 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 $ 261,750 for one year , which is due on September 6, 2021.

On September 6, 2021, BioLite Taiwan

extended the Cathay United Loan Agreement with the same principal amount of NT$ 7,500,000 , equivalent to $ 261,750 for one year,

which is due on September 6, 2022.

As of March 31, 2022 and December 31, 2021, 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.

Interest expenses were $ 1,386 and $ 1,383 for the

nine months ended September 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 $ 359,000 , and NT$ 10,000,000 , equivalent to $ 359,000 , respectively.

three months ended March 31, 2022 and 2021, 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 $ 349,000 , and NT$ 10,000,000 , equivalent to $ 349,000 , 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 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 $ 718,000 for nine months , which is due

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 $ 698,000 for six months , which is due on January

On January 19, 2020, BioLite Taiwan extended the CTBC Loan Agreement with the same principal amount of NT$ 20,000,000 , equivalent

to $ 698,000 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 $ 698,000 for six months , which is due on January 15, 2021.

On January 15, 2021,

On January 19, 2020, BioLite Taiwan extended the CTBC Loan Agreement with the same principal amount of NT$ 20,000,000 ,

equivalent to $ 718,000 for nine 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 $ 718,000 for nine months , which is due on January 15, 2021.

15, 2021, BioLite Taiwan extended the CTBC Loan Agreement with the same principal amount of NT$ 20,000,000 , equivalent to $ 718,000 for

nine 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 $ 718,000 for nine months , which is due on January 14, 2022.

The loan balances bear interest at

a fixed rate of 1.68 % per annum.

BioLite Taiwan extended the CTBC Loan Agreement with the same principal amount of NT$ 20,000,000 , equivalent to $ 698,000 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 $ 698,000 for six months , which is due on January 14, 2022.

On January 14, 2022, BioLite Taiwan extended the CTBC Loan Agreement

with the same principal amount of NT$ 20,000,000 , equivalent to $ 698,000 for six months, which is due on July 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.

Interest expenses were $ 3,023 and $ 2,896 for the

three months ended September 30, 2021 and 2020, respectively.

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 $ 2,958 and $ 2,949 for the

nine months ended September 30, 2021 and 2020, respectively.

three months ended March 31, 2022 and 2021, respectively.

On January 21, 2019, the Company received a loan

25 unchanged sentences

George Lee to 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.

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”,

7 unchanged sentences

months, which is due on October 31, 2021.

On September 30, 2021, the Cathay Bank has increased the line of credit to $ 1,000,000 from $ 650,000 .

The outstanding loan balance was $ 650,000 as of September 30, 2021.

Interest expenses were $ 4,014 and $ 12,458 for

the three months ended September 30, 2021 and 2020, respectively.

Interest expenses were $ 11,911 and $ 46,780 for

the nine months ended September 30, 2021 and 2020, respectively.

On October 31, 2021, the Company renewed the Loan Agreement with the principal amount of $ 650,000

for twelve months, which is due on October 30, 2022.

On September 30, 2021, the Cathay Bank has increased the line of credit to $ 1,000,000

from $ 650,000 .

The outstanding loan balance was $ 650,000 as of March 31, 2022 and December 31, 2021.

Interest expenses were $ 6,090 and $ 3,927 for the

three months ended March 31, 2022 and 2021, respectively.

PAYCHECK PROTECTION PROGRAM LOAN PAYABLE

36 unchanged sentences

No collateral or personal guarantees are required.

PPP loan Forgiveness

loan Forgiveness

On February 27, 2021, the Company submitted all

required to East West Bank for the application of forgiveness.

During 2021, the PPP loan from East West Bank of $ 124,400 was forgiven

by the SBA as a gesture of supporting the operation of the Company.

On September 28, 2021, the second round of PPP loan of $ 132,331 was

The Company recorded the forgiveness of the PPP loan as government grant income in the amount of $ 132,331 and $ 256,731 for the

three and nine months ended September 30, 2021.

required documents, such as application form and use of funds, to East West Bank for the application of forgiveness.

from East West Bank of $ 124,400 and $ 132,331 was forgiven by the SBA as a gesture of supporting the operation of the Company on March

15, 2021 and September 28, 2021, respectively.

On September 23, 2021, the Company submitted the

required documents, such as application form and use of funds, to Cathay Bank for the application of forgiveness.

The PPP loan from

Cathay Bank of $ 104,167 was forgiven by the SBA as a gesture of supporting the operation of the Company on November 15, 2021.

As a result, the Company recorded the forgiveness

of the PPP loans as government grant income in the aggregate amount of $ 360,898 during the year ended December 31, 2021.

As of March 31,

2022, there was no outstanding balance payable to the bank.

NOTES PAYABLE

In January, 2019, BioLite Taiwan entered an unsecured

loan agreement with one individual bearing interest at fixed rates at 12% per annum of NT$3,000,000, equivalent to $106,800, for working

capital purpose.

In January, 2019, BioLite Taiwan entered an unsecured loan agreement

with one individual bearing interest at fixed rates at 12% per annum of NT$3,000,000, equivalent to $106,800, for working capital purpose.

On September 11, 2021 the outstanding balance has been repaid in full.

As of September 30, 2021 and December 31, 2020,

the balance due to this individual amounted to $ 0 and $ 106,800 , respectively.

Interest expense was $ 2,142 and $ 3,014 for the three

months ended September 30, 2021 and 2020, respectively.

Interest expense was $ 8,568 and $ 6,002 for the nine months ended September 30,

2021 and 2020, respectively.

As of March 31, 2022 and December 31, 2021, the balance due to

this individual amounted to both $ 0 .

Interest expense were $ 0 and $ 3,204 for the three months ended March 31, 2022 and 2021, respectively.

SHORT-TERM LOAN

February 18, 2020, the Company entered an unsecured loan agreement with a third-party in the amount of $ 100,000 .

This loan bears the

interest rate of 1.5 % per annum and will be matured on August 17, 2020.

On August 18, 2020, the Company extended the contract for nine

months under the same term.

On February 18, 2021, the Company extended the contract for nine months under the same term.

On August 26,

2021, the loan with interest totaling $ 102,272 has been repaid in full.

Accrued interest expense was $ 0 and $ 1,302 as of September 30,

2021 and December 31, 2020, respectively.

On February 18, 2020, the Company entered an unsecured loan agreement

with a third-party in the amount of $ 100,000 .

This loan bears the interest rate of 1.5 % per annum and will be matured on August 17, 2020.

On August 18, 2020, the Company extended the contract for six months under the same term.

On February 18, 2021, the Company extended

the contract for six months under the same term.

On August 26, 2021, the loan with interest has been repaid in full.

Accrued interest

expense were both $ 0 as of March 31, 2022 and December 31, 2021.

RELATED PARTIES TRANSACTIONS

58 unchanged sentences

Entity controlled by controlling beneficiary shareholder of ABVC

ABVC BioPharma (HK), Limited

An entity 100% owned by Mr.

Tsung-Shann Jiang

Accounts receivable - related parties

1 unchanged sentence

of the following as of the periods indicated:

September 30,

GenePharm Inc.

2 unchanged sentences

following as of the periods indicated:

September 30,

BioFirst (Australia)

1 unchanged sentence

BioLite Japan

(1) As of September 30, 2021, and December 31, 2020, the Company has advanced an aggregate amount of $ 47,756 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 September 30, 2021, and December 31, 2020, the outstanding loan balance was $ 33,431 and $ 31,684 ;

(1) As of March 31, 2022, and December 31, 2021, the Company has advanced an aggregate amount of $48,586 and $49,110 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).

As of March 31, 2022, and December 31, 2021, the outstanding loan balance was $ 32,541 and $ 33,520 ;

and accrued interest was $ 14,214 and $ 13,701 , respectively.

On January 1, 2021, BioLite Taiwan entered into a consultant services agreement with Rgene.

The respective amount due from Rgene for the nine months ended September 30, 2021 and December 31, 2020 was $ 1,621 and $ 0 , 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 September 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 September 30, 2020.

Afterwards, all outstanding load will bear interest rate at 12 % per annum.

On January 1, 2021, BioLite Taiwan entered into a consultant services agreement with Rgene, of which the amount due from Rgene was $ 1,831 and $1,889 as of March 31, 2022 and December 31, 2021, respectively.

(2) In 2021, the Company and BioFirst entered into several loan agreements for a total amount of $ 465,000 to meet its working capital needs.

All the loans period was twelve months and all with an interest rate of 6.5% per annum.

In 2022, the Company and BioFirst entered into several loan agreements for a total amount of $ 1,068,000 to meet its working capital needs.

All the loans period was twelve months and with an interest rate of 6.5 % per annum.

As of March 31, 2022, and December 31, 2021, the outstanding loan balance was $ 1,533,000 and $ 465,000 ;

and accrued interest was $ 30,233 and $ 3,435 , respectively.

(3) On July 1, 2020, the Company entered into a loan agreement with BioFirst (Australia) for $ 361,487 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 September 30, 2021 with an interest rate of 6.5 % per annum.

On September 7, 2021, the Company entered into a loan agreement with BioFirst (Australia) for $ 67,873 to meet its new project needs.

As of September 30, 2021 and December 31, 2020, the aggregate amount of outstanding loan and accrued interest was $ 234,606 and $ 373,235 , respectively.

The loan was originally set to be mature on September 30, 2021 with an interest rate of 6.5 % per annum, but on September 7, 2021, the Company entered into a loan agreement with BioFirst (Australia) for $ 67,873 to meet its new project needs.

On December 1, 2021, the Company entered into a loan agreement with BioFirst (Australia) for $ 250,000 to increase the cost for upcoming projects.

The loan will be matured on November 30, 2022 with an interest rate of 6.5 % per annum.

In January 2022, the Company entered into several loan agreements with BioFirst (Australia) for a total amount of $ 327,000 to increase the cost for upcoming projects.

All the loans period was twelve months with an interest rate of 6.5 % per annum.

As of March 31, 2022 and December 31, 2021, the aggregate amount of outstanding loan and accrued interest was $ 830,118 and $ 491,816 , 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).

1 unchanged sentence

Under the term of the agreement, BioLite issued relevant development cost to BHK.

As of September 30, 2021 and 2020, due from BHK was $ 124,625 and $ 123,583 , respectively.

As of March 31, 2022 and December 31, 2021, due from BHK was $ 121,153 and $ 124,972 , 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.

As of September 30, 2021 and 2020, the outstanding advance balances was $ 675 and $ 675 , respectively.

As of March 31, 2022 and December 31, 2021, 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 September 30, 2021 and December 31, 2020, the outstanding advance balances was $ 150,000 and $ 150,000 , respectively.

(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.

The amount was settled during the third quarter of 2021.

As of September 30, 2021 and December 31, 2020, the outstanding loan balance was $1,610 and $1,610, respectively.

(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 September 30, 2021 and December 31, 2020, the outstanding advance balances was $ 703 and $ 0 , respectively

As of March 31, 2022 and December 31, 2021, the outstanding advance balances was $ 150,000 and $ 150,000 , respectively.

(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 March 31, 2022 and December 31, 2021, the outstanding loan balance was $ 1,610 and $ 1,610 , respectively.

Due to related parties

1 unchanged sentence

following as of the periods indicated:

September 30,

BioFirst Corporation

1 unchanged sentence

Due to shareholders

Due to employee

(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 September 30, 2021 and December 31, 2020, the aggregate amount of outstanding balance and accrued interest is $ 19,611 and $ 23,647 , respectively.

(2) As of September 30, 2021, and December 31, 2020, BioFirst (Australia)

has advanced the Company an aggregate amount of $ 59,392 and $ 0 , respectively for new project purpose.

(3) As of September 30, 2021, and December 31, 2020, AsiaGene has advanced the Company an aggregate amount of $ 24,017 and $ 0 , respectively for working capital purpose.

As of March 31, 2022 and December 31, 2021, the aggregate amount of outstanding balance and accrued interest is $ 40,878 .

(2) As of March 31, 2022, and December 31, 2021, BioFirst (Australia) has advanced the Company an aggregate amount of $ 190,913 and $ 132,443 , respectively for new project purpose.

(3) As of March 31, 2022, and December 31, 2021, AsiaGene has advanced the Company an aggregate amount of $ 24,017 for working capital purpose.

This advance bears 0 % interest rate and is due on demand.

(4) As of September 30, 2021, and December 31, 2020, YuanGene has advanced the Company an aggregate amount of $ 9,205 for working capital purpose.

(4) As of March 31, 2022, and December 31, 2021, 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.

(5) Since 2019, the Jiangs advanced funds to the Company for working capital purpose.

As of September 30, 2021, and December 31, 2020, the outstanding balance due to the Jiangs amounted to $ 18,750 and $ 16,627 , respectively.

As of March 31, 2022, and December 31, 2021, the outstanding balance due to the Jiangs amounted to $ 18,750 .

These loans bear interest rate of 0 % to 1 % per month, and are due on demand.

(6) 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.

As of September 30, 2021 and December 31, 2020, the outstanding principal and accrued interest was $ 167,294 and $ 166,261 , respectively.

Interest expenses in connection with these loans were $ 5,679 and $ 5,440 for the three months ended September 30, 2021 and 2020, respectively.

Interest expenses in connection with these loans were $ 16,670 and $ 17,430 for the nine months ended September 30, 2021 and 2020, respectively.

(7) 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 $ 0 and $ 72,704 as of September 30, 2021 and December 31, 2020, respectively.

This loan bears interest rate of 1.5 % per annum, and the loan with interest has been paid off during the third quarter of

The advances bear interest rate of 12% per annum.

As of March 31, 2022 and December 31, 2021, the outstanding principal and accrued interest was $ 162,634 and $ 168,131 , respectively.

Interest expenses in connection with these loans were $ 5,312 and $ 5,298 for the three months ended March 31, 2022 and 2021, respectively.

On February 8, 2016, a Share Exchange Agreement

56 unchanged sentences

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

24,694 stock options to Kameyama related to unpaid consulting fees of $ 49,388 (see Note 14).

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 every year.

November 21, 2020, the Company entered into an agreement with Kameyama, pursuant to which the Company granted and issued 24,694 stock

options to Kameyama related to unpaid consulting fees of $ 49,388 (see Note 14).

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.

During the year ended December 31, 2019, the Company

8 unchanged sentences

and recorded as stock subscription receivable.

As of September 30, 2021 and December 31, 2020, stock subscription receivable was $ 2,483,140

As of March 31, 2022 and December 31, 2021, stock subscription receivable was $ 2,031,660

and $ 2,257,400 , 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.

On September 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.

common shares were issued during the year ended December 31, 2019.

In August, 2019, the Company entered into several

22 unchanged sentences

November 19, 2020.

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,

2020, the Company and ViewTrade agreed to a new Advisory agreement under which ViewTrade was engaged to provide advisory services only.

In addition to a retainer fee, the Company agreed to issue 200,000 warrants, with an exercise price of $ 2.25 , an industry standard cashless

exercise provision, and a term of 5 years from November 19, 2020.

Pursuant to the termination agreement, 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, 2020, the Company and ViewTrade

agreed to a new Advisory agreement under which ViewTrade was engaged to provide advisory services only.

In addition to a retainer fee,

the Company agreed to issue 200,000 warrants, with an exercise price of $ 2.25 , an industry standard cashless exercise provision, and a

term of 5 years from November 19, 2020.

During the year ended December 31, 2020,

2 unchanged sentences

the grant date.

As of December 31, 2020, these shares have been issued.

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 common stock for the purchase price of $ 2.25 per share and a free warrant

attached with each common stock purchased.

In December 2020, 3,384,615 shares of the Company’s common stock have been issued.

These shares have been issued during the year ended December 31, 2020.

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

common stock for the purchase price of $ 2.25 per share and a free warrant attached with each common stock purchased.

2020, 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

2 unchanged sentences

These shares have been issued in October and December 2020.

As of September 30, 2021, the Company issued aggregated

As of March 31, 2022, 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,

26 unchanged sentences

were priced at $6.25 per Unit, before underwriting discounts and offering expenses, resulting in gross proceeds of $6,875,000.

Offering was conducted on a firm commitment basis.

In August 2021, 2,354,145 shares of the Company’s common stock were issued for

gross proceeds of $ 6,875,000 , before placement agent fees and legal fees of $ 850,429 .

2021, 2,354,145 shares of the Company’s common stock were issued for gross proceeds of $ 6,875,000 , before placement agent fees and

legal fees of $ 850,429 .

In November 2021, the Company received $ 4,244,452 in

gross proceeds from the exercise of warrants issued in the Company’s August 3, 2021, public offering of securities.

Investors exercised

a total of 673,405 Series A warrants at a price of $ 6.30 per share and 200 Series B warrants at a price of $ 10 per

Pursuant to these exercises, the Company issued an aggregate of 673,605 shares of Common Stock.

In November 2021, the Company entered into consulting

agreements with service providers for consulting and advisory services, pursuant to which the Company agreed to pay the service fee amounted

$1,478,590 by issuing 316,934 shares of unrestricted common shares, valued at the closing price from $2.31 to $6.3 per share on the grant

These shares have been issued during the year ended December 31, 2021.

In January 2022, the Company agreed to pay the deferred

service fees related to Public Offering amounted $4,296,763 by issuing 1,306,007 shares of unrestricted common shares, valued at $3.29

per share on the grant date.

These shares have been issued as of March 31, 2022.

In March 2022, the Company issued 75,000 common shares

to BarLew Holdings, LLC for consulting and advisory services amounted to $ 169,500 , valued at $ 2.26 per share.

STOCK OPTIONS

3 unchanged sentences

the total amount of converted salaries and consulting fees was $ 1,090,361 .

November 21, 2020, the Company has entered into acknowledgement agreements and stock option purchase agreements with these

November 21, 2020, the Company entered into acknowledgement agreements and stock option purchase agreements with these

employees and consultant;

2 unchanged sentences

The options were vested at the grant date and become exercisable for 10 years from the grant date.

On October 15, 2021, the Company entered into

stock option agreements with 11 directors and 3 employees, pursuant to which the Company granted options to purchase an aggregate of

1,280,002 shares of common stock under the 2016 Equity Incentive Plan, as amended, at an exercise price of $ 3 per share.

were vested at the grant date and become exercisable for 10 years from the grant date.

Options issued and outstanding as of December

10 unchanged sentences

Expected volatility

The weighted average grant date fair value of

options granted during 2020 was $ 3.13 .

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 for the three and nine months

ended September 30, 2021 and 2020, respectively.

As of September 30, 2021, there were no unvested options.

LOSS PER SHARE

Basic loss per share is computed by dividing net

loss by the weighted-average number of common shares outstanding during the year.

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 and nine months ended

September 30, 2021 and 2020.

For the Three Months Ended

September 30,

Net loss attributable to ABVC’s common stockholders

$ ( 1,806,488 )

$ ( 1,846,046 )

Weighted-average shares outstanding:

Weighted-average shares outstanding - Basic

Stock options

Weighted-average shares outstanding - Diluted

The weighted average grant date fair value of options granted during

the years ended December 31, 2021 was $ 2.09 .

There are 2,979,264 options available for grant under the 2016 Equity Incentive

Plan as of December 31, 2021.

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, 2022 and 2021, respectively.

There were no options exercised during the three months ended March 31,

As of March 31, 2022, there were no unvested options.

LOSS PER SHARE

For the Nine months Ended

September 30,

Basic loss per share is computed by dividing

net loss by the weighted-average number of common shares outstanding during the year.

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, 2022 and 2021.

For the Three Months

Net loss attributable to ABVC’s common stockholders

13 unchanged sentences

to the new standard and allowed under ASC 842:

Reassessment of expired or existing contracts:

The Company elected not to reassess, at the application date, whether any expired or existing contracts contained leases, the lease classification for any expired or existing leases, and the accounting for initial direct costs for any existing leases.

Use of hindsight:

The Company elected to use hindsight in determining the lease term (that is, when considering options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of right-to-use assets.

Reassessment of existing or expired land easements:

The Company elected not to evaluate existing or expired land easements that were not previously accounted for as leases under ASC 840, as allowed under the transition practical expedient.

Going forward, new or modified land easements will be evaluated under ASU No.

Separation of lease and non- lease components:

Lease agreements that contain both lease and non-lease components are generally accounted for separately.

Short-term lease recognition exemption:

The Company also elected the short-term lease recognition exemption and will not recognize ROU assets or lease liabilities for leases with a term less than 12 months.

● Reassessment

of expired or existing contracts:

The Company elected not to reassess, at the application

date, whether any expired or existing contracts contained leases, the lease classification

for any expired or existing leases, and the accounting for initial direct costs for any existing

of hindsight:

The Company elected to use hindsight in determining the lease term (that is,

when considering options to extend or terminate the lease and to purchase the underlying

asset) and in assessing impairment of right-to-use assets.

● Reassessment

of existing or expired land easements:

The Company elected not to evaluate existing or expired

land easements that were not previously accounted for as leases under ASC 840, as allowed

under the transition practical expedient.

Going forward, new or modified land easements will

be evaluated under ASU No.

of lease and non- lease components:

Lease agreements that contain both lease and non-lease

components are generally accounted for separately.

lease recognition exemption:

The Company also elected the short-term lease recognition exemption

and will not recognize ROU assets or lease liabilities for leases with a term less than 12

The new leasing standard requires recognition

1 unchanged sentence

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.

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.

Operating lease ROU assets and operating lease liabilities are recognized based on the present

18 unchanged sentences

The Company’s operating leases have remaining lease terms of up to approximately five years.

September 30,

Operating lease right-of-use assets

4 unchanged sentences

lease expenses:

Nine months Ended

September 30,

Three Months Ended

Operating lease expenses

Other information related to leases is presented

Nine months Ended

September 30,

Three Months Ended

Cash paid for amounts included in the measurement of operating lease liabilities

September 30,

Weighted Average Remaining Lease Term:

4 unchanged sentences

leases during the next five years and thereafter, at rates now in force, are as follows:

Operating leases

2021(excluding nine months ended September 30, 2021)

2022 (excluding three months ended March 31, 2022)

Total future minimum lease payments, undiscounted

2 unchanged sentences

BUSINESS COMBINATION

On February 8, 2019, the Company consummated the

Merger transactions of BioLite and BioKey (See Note 1).

Pursuant to the terms of the Merger Agreement, BioLite and BioKey became two wholly-owned

subsidiaries of the Company on February 8, 2019.

The Company adopted ASC 805, “Business Combination” to record the merger

transactions of BioKey.

On February 8, 2019, the Company consummated

the Merger transactions of BioLite and BioKey (See Note 1).

Pursuant to the terms of the Merger Agreement, BioLite and BioKey became

two wholly-owned subsidiaries of the Company on February 8, 2019.

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.

results of operations were included in the Company’s results beginning February 8, 2019.

The purchase price has been allocated to

the assets acquired and the liabilities assumed based on their fair value at the acquisition date as summarized in the following:

BioKey’s results of operations were included in the Company’s results beginning February 8, 2019.

The purchase price has

been allocated to the assets acquired and the liabilities assumed based on their fair value at the acquisition date as summarized in

the following:

Purchase consideration:

21 unchanged sentences

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

of the Merger.

Furthermore, the Company’s anticipated future cash flows indicate that the recoverability of goodwill is not

reasonably assured.

The goodwill write-down was reflected as a decrease in additional paid-in capital in the statement of equity upon

the consummation of the Merger.

SUBSEQUENT EVENTS

On October 6, 2021 (the “ Completion Date ”),

the Company, Lucidaim Co., Ltd., a Japanese corporation (“ Lucidaim ,” together with the Company, the “ Shareholders ”),

and BioLite Japan K.K., a Japanese corporation (“ Biolite” ) entered into a Joint Venture Agreement (the “ Agreement ”).

Biolite is a private limited company (a Japanese Kabushiki Kaisha ) incorporated on December 18, 2018 and at the date of the

Agreement has 10,000 ordinary shares authorized, with 3,049 ordinary shares issued and outstanding (the “ Ordinary Shares ”).

Immediately prior to the execution of the Agreement, Lucidaim owned 1,501 ordinary shares and the Company owned the 1,548 ordinary shares.

The Shareholders entered into the joint venture to formally reduce to writing their desire to invest in and operate Biolite as a joint

The business of the joint venture shall be the research and development of drugs, medical device and digital media, investment,

fund running and consulting, distribution and marketing of supplements carried on by Biolite and its subsidiaries in Japan, or any other

territory or businesses as may from time to time be agreed by an amendment to the Agreement.

The closing of the transaction is conditioned

upon the approval and receipt of all necessary government approvals, which have been received.

Pursuant to the Agreement and the related share

transfer agreement, the Company shall transfer 54 of its Ordinary Shares to Lucidaim for no consideration, such that following the transfer,

Lucidaim shall own 1,555 Ordinary Shares ( 51 %) and the Company shall own 1,494 Ordinary Shares ( 49 %).

Also pursuant to the Agreement,

there shall be 3 directors of Biolite, consisting of 1 director appointed by the Company and 2 appointed by Lucidiam.

The Company shall

appoint Eugene Jiang, the Company’s current Chairman and Chief Business Officer and Lucidaim shall appoint Michihito Onishi;

current director of Biolite, Toru Seo (who is also a director of BioLite Japan’s other shareholder), is considered the second Lucidaim

The Agreement further provides that the Company and Biolite shall assign the research collaboration and license agreement between

them to Biolite or prepare the same (the “ License Agreement ”).

The aforementioned transactions occurred on the Completion

As per the Agreement, the Shareholders shall supervise

and manage the business and operations of Biolite.

The directors shall not be entitled to any renumeration for their services as a director

and each Shareholder can remove and replace the director he/she/it appointed.

If a Shareholder sells or disposes of all of its Ordinary

Shares, the director such Shareholder appointed must tender his/her resignation.

The Agreement also sets forth certain corporate actions

that must be pre-approved by all Shareholders (the “ Reserved Matters ”).

If the Shareholders are unable to make a decision

on any Reserved Matter, then either Shareholder can submit a deadlock notice to the other shareholder, 5 days after which they must refer

the matter to each Shareholder’s chairman and use good faith to resolve the dispute.

If such dispute is not resolved within 10 days

thereafter, then either Shareholder can offer to buy all of the other Shareholder’s Ordinary Shares for cash at a specified price;

if there is not affirmative acceptance of the sale, the sale shall proceed as set forth in the sale offer.

Each of the Shareholders maintains a pre-emptive

right to purchase such number of additional Ordinary Shares as would allow such Shareholder to maintain its ownership percentage in Biolite

if Biolite issues any new Ordinary Shares.

However, the Agreement provides that the Company shall lose its pre-emptive rights under certain

The Shareholders also maintain a right of first refusal if the other Shareholder receives an offer to buy such shareholder’s

Ordinary Shares.

The Agreement also requires Biolite to obtain

a bank facility in the amount of JPY 30,460,000 (approximately USD272, 000 ), for its initial working capital purposes.

Pursuant to the

Agreement, each Shareholder agrees to guarantee such bank facility if the bank requires a guarantee.

Accordingly, the Company may be liable

for the bank facility in an amount up to JPY 14,925,400 (approximately USD134, 000 ), which represents 49 % of the maximum bank facility.

The Agreement further provides that Biolite shall issue annual dividends at the rate of at least 1.5 % of Biolite’s profits, if it

has sufficient cash to do so.

Pursuant to the Agreement, the Company and Biolite

agree to use their best efforts to execute the License Agreement by the end of December 2021.

The Company agreed that any negotiation

on behalf of Biolite regarding the terms of the License Agreement shall be handled by the directors appointed by Lucidaim.

If the Company

and such Lucidaim directors do not reach agreement on the terms, Biolite may at its sole discretion determine not to execute the License

Agreement without any liability to the Company.

The Agreement contains non-solicitation and non-compete

clauses for a period of 2 years after a Shareholder or its subsidiaries ceases to be a Shareholder, with such restrictive covenants limited

to business within the ophthalmologic filed or central neurological field.

Any rights to intellectual property that arise from Biolite’s

activities, shall belong to Biolite.

The Agreement contains standard indemnification

terms, except that no indemnifying party shall have any liability for an individual liability unless it exceeds JPY 500,000 (approximately

USD4, 500 ) and until the aggregate amount of all liabilities exceeds JPY 2,000,000 (approximately USD18, 000 ) and then only to the extent

such liability exceed such limit.

The Company paid $ 100,000 towards the setup of

the joint venture after the parties signed a letter of intent regarding the joint venture (the “ Letter of Intent ”)

and shall pay an additional $ 50,000 before the end of this calendar year;

BioLite Japan’s other shareholder paid $ 150,000 after

the Letter of Intent was signed.

The Agreement shall continue for 10 years, unless

earlier terminated.

The Agreement also allows a Shareholder to terminate the agreement upon certain defaults committed by another Shareholder,

as set forth in the Agreement.

This was a related party transaction.

In November 2021, the Company received $ 4,244,452

in gross proceeds from the exercise of warrants issued in the Company’s August 3, 2021, public offering of securities.

exercised a total of 673,405 Series A warrants at a price of $ 6.30 per share, and 200 Series B warrants at a price of $ 10 per share.

On April 16, 2022, the Company entered into

stock option agreements with 5 directors, pursuant to which the Company granted options to purchase an aggregate of 761,920 shares of

common stock under the 2016 Equity Incentive Plan, as amended, at an exercise price of $ 3 per share.

The options were vested at the

grant date and become exercisable for 10 years from the grant date.

On May 11, 2022, the Company and certain investors

entered into certain securities purchase agreement relating to the offer and sale of 2,000,000 shares of common stock, par value $ 0.001

per share in a registered direct offering.

Pursuant to the Offering, the Company will also issue 5-year warrants to purchase 2,000,000

shares of Common Stock, exercisable at a price of $ 2.45 per share to the Purchasers.

The Company has evaluated subsequent events through

the date which the consolidated financial statements were available to be issued.

All subsequent events requiring recognition as of March

31, 2022 have been incorporated into these consolidated financial statements and there are no other subsequent events that require disclosure

in accordance with FASB ASC Topic 855, “Subsequent Events.”

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements