What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-08-15 compared with 2022-05-16 · 508 added, 422 removed, 1566 unchanged (37% of the section changed)

24 unchanged sentences

Short-term bank loans

Accounts payable

Accrued expenses and other current liabilities

7 unchanged sentences

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, 30,307,329 and 28,926,322 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively

Common stock, $ 0.001 par value, 100,000,000 authorized, 32,307,329 and 28,926,322 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

18 unchanged sentences

Three Months Ended

Six Months Ended

Cost of revenues

7 unchanged sentences

( 2,035,515 )

( 8,265,581 )

( 3,288,260 )

Other income (expense)

7 unchanged sentences

Government grant income

Total other income

Total other income (expenses)

Loss before provision income tax

1 unchanged sentence

( 2,112,520 )

( 8,204,266 )

( 3,358,867 )

Provision for income tax

1 unchanged sentence

( 2,052,956 )

( 8,034,948 )

( 3,248,279 )

Net loss attributable to noncontrolling interests

2 unchanged sentences

( 1,971,566 )

( 7,854,437 )

( 3,100,071 )

Foreign currency translation adjustment

2 unchanged sentences

$ ( 1,606,985 )

$ ( 8,090,997 )

$ ( 2,699,350 )

Net loss per share:

7 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash flows from operating activities

14 unchanged sentences

Increase (decrease) in accrued expenses and other current liabilities

Increase (decrease) in advance from others

Increase (decrease) in due to related parties

10 unchanged sentences

Proceeds from long-term loans

Borrowings from related parties

Net proceeds from short-term borrowing from related parties

Net cash provided by financing activities

Repayment of long-term bank loans

Net cash provided by (used in) financing activities

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

13 unchanged sentences

EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND

Treasury Stock

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

2022 AND 2021

Comprehensive

Balance at December 31, 2020

at December 31, 2020

$ ( 3,160,360 )

2 unchanged sentences

$ ( 776,273 )

Stock based compensation

Net loss for the period

based compensation

loss for the period

( 1,128,505 )

( 1,195,323 )

Cumulative transaction adjustments

Balance at March 31, 2021

transaction adjustments

at March 31, 2021

( 2,934,620 )

1 unchanged sentence

( 9,100,000 )

of common shares for consulting service

based compensation

loss for the period

( 1,971,566 )

Accumulated Other

Treasury Stock

( 2,052,956 )

transaction adjustments

at June 30, 2021

$ ( 2,708,880 )

$ ( 28,742,458 )

$ ( 9,100,000 )

$ ( 924,481 )

Comprehensive

Balance at December 31, 2021

at December 31, 2021

$ ( 2,257,400 )

1 unchanged sentence

$ ( 9,100,000 )

Issuance of common shares for consulting service

Stock based compensation

Net loss for the period

of common shares for consulting service

based compensation

loss for the period

( 5,995,440 )

( 6,087,615 )

Cumulative transaction adjustments

Balance at March 31, 2022

transaction adjustments

at March 31, 2022

( 2,031,660 )

1 unchanged sentence

( 9,100,000 )

of common shares for cash

based compensation

loss for the period

( 1,858,997 )

( 1,947,333 )

transaction adjustments

at June 30, 2022

$ ( 1,805,920 )

$ ( 46,335,637 )

$ ( 9,100,000 )

$ ( 153,822 )

The accompanying notes are an integral part

46 unchanged sentences

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.

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

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

154 unchanged sentences

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.

The Company considers highly liquid investments

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

As of June 30, 2022 and December 31, 2021, the Company’s

cash and cash equivalents amounted $ 2,910,613 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.

believes this financial institution is of high credit quality.

Restricted Cash Equivalents

1 unchanged sentence

of cash held in a reserve bank account in Taiwan.

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

As of June 30, 2022 and December 31, 2021, the Company’s restricted cash equivalents

amounted $ 688,633 and $ 736,667 , respectively.

258 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 and $ 0 for the three months ended March 31, 2022 and 2021, respectively.

Other-than-temporary impairment of equity investments were $ 0 for the three and six months ended June 30, 2022 and 2021, respectively.

The Company evaluates goodwill for impairment

14 unchanged sentences

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

goodwill for impairment as of June 30, 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

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

Research and Development Expenses

17 unchanged sentences

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’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 $ 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.

The total amounts for such employee

benefits, which were expensed as incurred, were $ 3,309 and $ 2,859 for the three months ended June 30, 2022 and 2021, respectively.

total amounts for such employee benefits, which were expensed as incurred, were $ 6,646 and $ 5,362 for the six months ended June 30, 2022

and 2021, respectively.

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

Stock-based Compensation

2 unchanged sentences

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.

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

non-employee stock-based compensation expenses were $ 225,740 and $ 475,740 for the three months ended June 30, 2022 and 2021, respectively.

Total non-employee stock-based compensation expenses were $ 4,917,743 and $ 701,480 for the six months ended June 30, 2022 and 2021, respectively.

Beneficial Conversion Feature

16 unchanged sentences

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.

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.

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.

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 six months ended June 30, 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

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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):

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 2020-06”).

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.

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.

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, 2023.

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.

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.

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

In March 2022, the FASB issued ASU 2022-02, Troubled

Debt Restructurings and Vintage Disclosures.

This ASU eliminates the accounting guidance for troubled debt restructurings by creditors

that have adopted ASU 2016-13, Measurement of Credit Losses on Financial Instruments.

This ASU also enhances the disclosure requirements

for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty.

In addition, the ASU

amends the guidance on vintage disclosures to require entities to disclose current period gross write-offs by year of origination for

financing receivables and net investments in leases within the scope of ASC 326-20.

The ASU is effective for annual periods beginning

after December 15, 2022, including interim periods within those fiscal years.

Adoption of the ASU would be applied prospectively.

adoption is also permitted, including adoption in an interim period.

The Company is currently evaluating the impact that the standard

will have on its consolidated financial statements.

COLLABORATIVE AGREEMENTS

20 unchanged sentences

$4 million, or 40% of total payment

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 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.

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.

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

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

As of June 30, 2022 and December

31, 2021, the Company has not earned the royalty under the BHK Co-Development Agreement.

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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.

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

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.

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

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

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

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

During the year

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

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

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

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

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

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

The Company and Rgene signed an amendment to the

4 unchanged sentences

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

On June 10, 2022, the Company expanded its co-development

partnership with Rgene.

On that date, BioKey, ABVC has entered into a Clinical Development Service Agreement with Rgene to guide three

Rgene drug products, RGC-1501 for the treatment of Non-Small Cell Lung Cancer (NSCLC), RGC-1502 for the treatment of pancreatic cancer

and RGC 1503 for the treatment of colorectal cancer patients, through completion of Phase II clinical studies under the U.S.

FDA IND regulatory

requirements.

Under the terms of the new Services Agreement, BioKey is eligible to receive payments totaling $ 3.0 million over a 3-year

period with each payment amount to be determined by certain regulatory milestones obtained during the agreement period.

The Service Agreement

shall remain in effect until the expiration date of the last patent and automatically renew for 5 more years unless terminated earlier

by either party with six months written notice.

Either party may terminate the Service Agreement for cause by providing 30 days written

Collaborative agreement with BioFirst Corporation,

22 unchanged sentences

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 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

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

9 unchanged sentences

PROPERTY AND EQUIPMENT

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

equipment as of June 30, 2022 and December 31, 2021 are summarized as follows:

Buildings and leasehold improvements

5 unchanged sentences

Property and equipment, net

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

March 31, 2022 and 2021, respectively.

Depreciation expenses were $ 5,491 and $ 2,941 for

three months ended June 30, 2022 and 2021, respectively.

Depreciation expenses were $ 10,902 and $ 5,869

for six months ended June 30, 2022 and 2021, respectively.

LONG-TERM INVESTMENTS

19 unchanged sentences

BioFirst Corporation

Collaborating with the Company to develop and commercialize

Collaborating with the Company to develop and commercialize drugs

Rgene Corporation

8 unchanged sentences

Rgene Corporation

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.

BioFirst Corporation (the “BioFirst”):

The Company holds an equity interest

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

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

Equity method adjustments include the Company’s

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

As of June 30, 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 $ 639,072 and $ 684,720 , recorded

as prepayment for long-term investments as of June 30, 2022 and December 31, 2021, respectively.

Summarized financial information for the Company’s

5 unchanged sentences

Non-current Liabilities

Stockholders’ Equity

Stockholders’ Equity (Deficit)

Statement of Operations

Three Months Ended

Six Months Ended

Share of losses from investments accounted for using the equity method

Rgene Corporation (the “Rgene”)

Both Rgene and the Company are under

common control by Dr.

Tsung-Shann Jiang, the CEO and chairman of the BioLite Inc.

Tsung-Shann Jiang is able to exercise significant

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

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

Equity method adjustments include the Company’s

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

As of March 31, 2022 and December

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

Both Rgene and the Company are under common control by Dr.

Jiang, the CEO and Chairman of the BioLite Inc.

Tsung-Shann Jiang is able to exercise significant influence, but not control,

over the Rgene, the Company determined to use the equity method to account for its equity investment as prescribed in ASC 323, Investments—Equity

Method and Joint Ventures (“ASC 323”).

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

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

As of June 30, 2022 and December 31, 2021, the Company owns 31.62 %

and 31.62 % Common Stock shares of Rgene, respectively.

On June 30, 2022, Dr.

Tsung-Shann Jiang has been elected to become the Chairman

Summarized financial information for the Company’s

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( 1,486,911 )

Statement of Operations

Three Months Ended

Six Months Ended

Share of loss from investments accounted for using the equity method

Disposition of long-term investment

During the three months ended March

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

During the three and six months ended

June 30, 2022 and 2021, there is no disposition of long-term investment.

Losses on Equity Investments

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for each period were as follows:

Three Months Ended

Six Months Ended

Share of equity method investee losses

$ ( 101,382 )

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.

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

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

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

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

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

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

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

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The Company may prepay the outstanding

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

amount at any time, in whole or in part.

On May 17, 2021, the parties to the October SPA

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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 ;

As of June 30, 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 $ 0 and $ 66,897 for the three months ended March 31, 2022 and 2021, respectively.

above convertible note payable were $ 0 and $ 62,500 for the three months ended June 30, 2022 and 2021, respectively.

Total interest expenses in connection with the

above convertible note payable were $ 0 and $ 129,397 for the six months ended June 30, 2022 and 2021, respectively.

Short-term bank loan consists of the following:

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Cathay United Bank

On June 28, 2016, BioLite Taiwan and Cathay United Bank entered into

a one-year bank loan agreement (the “Cathay United Loan Agreement”) in an amount of NT$ 7,500,000 , equivalent to $ 261,750 .

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 $ 252,000 .

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

The loan balance bears interest at a floating rate of

prime rate plus 1.15 %.

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 $ 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, 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 $ 252,000 .

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

NT$ 7,500,000 , equivalent to $ 252,000 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 $ 252,000 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 $ 252,000 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 $ 252,000 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 $ 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.

As of June 30, 2022 and December 31, 2021, the effective interest rates per annum was 2.38 % and 2.10 %, respectively.

is collateralized by the building and improvement of BioLite Taiwan, and is also personal guaranteed by the Company’s chairman.

Interest expenses were $ 1,469 and $ 1,421 for the

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.

three months ended June 30, 2022 and 2021, respectively.

Interest expenses were $ 2,855 and $ 2,804 for the

six months ended June 30, 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 $ 336,000 , and NT$ 10,000,000 , equivalent to $ 336,000 , respectively.

Both two loans with the same maturity date at January

In February 2018, BioLite Taiwan combined two loans and extended the loan contract with CTBC for one year .

On January 18, 2019, BioLite

Taiwan and CTBC Bank agreed to extend the loan with a new maturity date, which was July 18, 2019.

On July 18, 2019, BioLite Taiwan extended

the CTBC Loan Agreement with the same principal amount of NT$ 20,000,000 , equivalent to $ 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 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 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.

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 $ 672,000 for six months , which is due

on January 17, 2020.

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

equivalent to $ 672,000 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 $ 672,000 for six months , which is due on January 15, 2021.

On January 15,

2021, BioLite Taiwan extended the CTBC Loan Agreement with the same principal amount of NT$ 20,000,000 , equivalent to $ 672,000 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 $ 672,000 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 $ 672,000 for six months, which is due on July 14,

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.

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 $ 2,873 and $ 3,032 for the

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

three months ended June 30, 2022 and 2021, respectively.

Interest expenses were $ 5,830 and $ 5,981 for the

six months ended June 30, 2022 and 2021, respectively.

On January 21, 2019, the Company received a loan

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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”,

1 unchanged sentence

of the assets of each Grantor, to secure such loans for the benefit of the Bank.

On March 31, 2020, the Company extended the Loan Agreement

On June 30, 2020, the Company extended the Loan Agreement

with the same term for seven months, which is due on October 31, 2020.

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from $ 650,000 .

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

As of June 30, 2022 and December 31, 2021, the effective interest rates per annum was 5.25 % and 3.75 %, respectively and

the outstanding loan balance were both $ 650,000 .

Interest expenses were $ 7,340 and $ 3,970 for the

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

three months ended June 30, 2022 and 2021, respectively.

Interest expenses were $ 13,429 and $ 7,897 for

the six months ended June 30, 2022 and 2021, respectively.

PAYCHECK PROTECTION PROGRAM LOAN PAYABLE

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No collateral or personal guarantees are required.

loan Forgiveness

PPP loan Forgiveness

On February 27, 2021, the Company submitted all

8 unchanged sentences

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,

As of June 30,

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 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.

As of June 30, 2022 and December 31, 2021, the

balance due to this individual amounted to both $ 0 .

Interest expense were $ 0 and $ 3,222 for the three months ended June 30, 2022

and 2021, respectively.

Interest expense were $ 0 and $ 6,426 for the six months ended June 30, 2022 and 2021, respectively.

SHORT-TERM LOAN

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 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 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.

interest expense were both $ 0 as of June 30, 2022 and December 31, 2021.

RELATED PARTIES TRANSACTIONS

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Shareholder of the Company;

entity controlled by controlling beneficiary shareholder of YuanGene

Entity controlled by controlling

beneficiary shareholder of YuanGene;

the Chairman of Rgene is Mr.

Tsung-Shann Jiang

YuanGene Corporation (the “YuanGene”)

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Shareholder of the Company

Tsung-Shann Jiang, the controlling beneficiary shareholder of the Company and Rgene, the Chairman and CEO of the BioLite Holding Inc.

Tsung-Shann Jiang, the controlling beneficiary shareholder of the Company;

the Chairman of Rgene;

the Chairman and CEO of the BioLite Holding Inc.

and BioLite Inc.

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BioLite Japan

(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.

(1) As of June 30, 2022, and December 31, 2021, the Company has advanced an aggregate amount of $ 547,525 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 ;

As of June 30, 2022, and December 31, 2021, the outstanding loan balance was $ 531,384 and $ 33,520 , which including the loan agreement signed in June 2022 amounted $ 500,000 , according to the agreement, the Company provided a one-year convertible loan with a principal amount of $ 1,000,000 to Rgene which bears interest at 5% per annum for the use of working capital that, if fully converted, would result in ABVC owning an additional 6.4% of Rgene.

Rgene will repay the Company in two equal installments in the second and third quarter of fiscal 2022.

The Company may convert the Note at any time into shares of Rgene’s common stock at either (i) a fixed conversion price equal to $ 1.00 per share or (ii) 20 % discount of the stock price of the then most recent offering, whichever is lower;

the conversion price is subject to adjustment as set forth in the Note.

The Note includes standard events of default, as well as a cross default provision pursuant to which a breach of the Service Agreement will trigger an event of default under the convertible note if not cured after 5 business days of written notice regarding the breach is provided.

Upon an event of default, the outstanding principal and any accrued and unpaid interest shall be immediately due and payable.

Rgene has further agreed, effective July 1, 2022, to provide a seat on the Rgene Board of Directors for Dr.

Tsung-Shann Jiang until the loan is repaid in full;

and accrued interest was $ 14,582 and $ 13,701 , respectively.

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.

On January 1, 2021, BioLite Taiwan entered into a consultant services agreement with Rgene, of which the amount due from Rgene was $ 1,559 and $ 1,889 as of June 30, 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.

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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 ;

As of June 30, 2022, and December 31, 2021, the outstanding loan balance was $ 1,813,000 and $ 465,000 ;

and accrued interest was $ 51,652 and $ 2,325 , respectively.

In 2021, the Company and BioFirst entered into a c ollaborative agreement to allocate R&D cost, of which the amount due from BioFirst was $ 8,783 and $ 1,110 as of June 30, 2022 and December 31, 2021, 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 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.

The loan was originally set to be mature on September 30, 2021 with an interest rate of 6.5 % per annum, but $ 249,975 of which has been settled in July 2021.

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.

In 2022, the Company entered into several loan agreements with BioFirst (Australia) for a total amount of $ 507,000 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.

As of June 30, 2022 and December 31, 2021, the aggregate amount of outstanding loan and accrued interest and allocated research fee was $ 1,023,434 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 March 31, 2022 and December 31, 2021, due from BHK was $ 121,153 and $ 124,972 , respectively.

As of June 30, 2022 and December 31, 2021, due from BHK was $ 116,640 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 March 31, 2022 and December 31, 2021, the outstanding advance balances was $ 675 and $ 675 , respectively.

As of June 30, 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 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.

As of June 30, 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 June 30, 2022 and December 31, 2021, the outstanding loan balance was $ 1,610 and $ 1,610 , respectively.

Due to related parties

6 unchanged sentences

The advances bear interest 1% per month (or equivalent to 12% per annum).

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.

As of June 30, 2022 and December 31, 2021, the aggregate amount of outstanding balance and accrued interest is $ 40,878 .

(2) As of June 30, 2022, and December 31, 2021, BioFirst (Australia) has advanced the Company an aggregate amount of $ 211,147 and $ 132,443 , respectively for new project purpose.

(3) As of June 30, 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 March 31, 2022, and December 31, 2021, YuanGene has advanced the Company an aggregate amount of $ 9,205 for working capital purpose.

(4) As of June 30, 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 March 31, 2022, and December 31, 2021, the outstanding balance due to the Jiangs amounted to $ 18,750 .

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

As of June 30, 2022, and December 31, 2021, the outstanding balance due to the Jiangs amounted to $ 19,789 and $ 18,750 , respectively.

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

1 unchanged sentence

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.

As of June 30, 2022 and December 31, 2021, the outstanding principal and accrued interest was $ 156,576 and $ 168,131 , respectively.

Interest expenses in connection with these loans were $ 5,401 and $ 5,694 for the three months ended June 30, 2022 and 2021, respectively.

Interest expenses in connection with these loans were $ 10,714 and $ 10,992 for the six months ended June 30, 2022 and 2021, respectively.

On February 8, 2016, a Share Exchange Agreement

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Incentive Plan (the “2016 Plan”), 157,050 ( 50,000 pre-stock split) shares were granted to the employees.

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

Company approved an amendment to Articles of Incorporation to effect a forward split at a ratio of 1 to 3:141 (the “Forward Stock Split”)

and increase the number of our authorized shares of Common Stock, par value $ 0.001 per share, to 360,000,000 , which was effective on April

On March 21, 2016, the Board of Directors of

the Company approved an amendment to Articles of Incorporation to effect a forward split at a ratio of 1 to 3:141 (the “Forward Stock Split”)

and increase the number of our authorized shares of Common Stock, par value $ 0.001 per share, to 360,000,000 , which was effective on

April 8, 2016.

On May 6, 2016, the Company and BioLite Taiwan

3 unchanged sentences

The shares issuance was completed in June 2016.

August 26, 2016, the Company issued 1,468,750 shares (“Shares”) of the Company’s Common Stock, par value $0.001 (the

“Offering”) to BioLite Taiwan pursuant to a certain Stock Purchase Agreement dated August 26, 2016 (the “SPA”).

On August 26, 2016, the Company issued 1,468,750 shares (“Shares”) of the Company’s Common Stock, par value $0.001

(the “Offering”) to BioLite Taiwan pursuant to a certain Stock Purchase Agreement dated August 26, 2016 (the “SPA”).

The Shares are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),

4 unchanged sentences

pay a total of $100,000,000 in cash or stock of the Company with equivalent value according to the milestone achieved.

The agreement requires

that 6.5% of total payment, $6,500,000 shall be made upon the first IND submission which was submitted in March 2016.

In February 2017,

The agreement

requires that 6.5% of total payment, $6,500,000 shall be made upon the first IND submission which was submitted in March 2016.

2017, the Company remitted this amount to BioLite with $650,000 in cash and $5,850,000 in the form of newly issued shares of the Company’s

11 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 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

entered into service agreements with Euro-Asia Investment & Finance Corp Ltd.

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 .

On July 24, 2017, BriVision entered into a collaborative

agreement (the “BioFirst Collaborative Agreement”) with BioFirst (See Note 3).

On September 25, 2017, BioFirst has delivered

all research, technical, data and development data to BriVision, and the Company has recorded the full amount of $ 3,000,000 due to BioFirst.

On June 30, 2019, the Company entered into a Stock Purchase Agreement with BioFirst, pursuant to which the Company agreed to issue 428,571

shares of the Company’s common stock to BioFirst in consideration for $ 3,000,000 owed by the Company to BioFirst.

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

During the year ended December 31, 2019, the

Company entered into service agreements with Euro-Asia Investment & Finance Corp Ltd.

(a related party), Ever Adventure inv.

(Formosa) Consultant

Co., Ltd., New Eastern Asia (a related party), and Kimho Consultants Co., Ltd.

(a related party) for the maintenance of the listing in

Consultant Co., Ltd., New Eastern Asia (a related party), and Kimho Consultants Co., Ltd.

(a related party) for the maintenance of the

listing in the U.S.

stock exchange market, investor relations, and business development.

Pursuant to the agreements, the Company issued 644,972 shares

of the Company’s common stock for the consulting service from July 2019 to July 2024 for the service fee of $ 4,514,800 in aggregate,

and recorded as stock subscription receivable.

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

and $ 2,257,400 , respectively.

Pursuant to the agreements, the Company issued

644,972 shares of the Company’s common stock for the consulting service from July 2019 to July 2024 for the service fee of $ 4,514,800

in aggregate, and recorded as stock subscription receivable.

As of June 30, 2022 and December 31, 2021, stock subscription receivable

was $ 1,805,920 and $ 2,257,400 , respectively.

In August, 2019, the Company entered into several

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YuanGene Corporation

On March 12, 2020, the board of directors of the

Company approved and adopted an amendment to the Company’s Articles of Incorporation, to increase the authorized shares of its common

stock, par value $ 0.001 per share, from 20,000,000 to 100,000,000 shares.

On March 12, 2020, the board of directors of

the Company approved and adopted an amendment to the Company’s Articles of Incorporation, to increase the authorized shares of

its common stock, par value $ 0.001 per share, from 20,000,000 to 100,000,000 shares.

On July 8, 2020, the Company entered an agreement

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with respect to its ongoing capital events.

Pursuant to the agreement, the Company agreed to pay View Trade 60,000 restricted common shares

of the Company and 60,000 warrants to purchase common shares of the Company at an exercise price of $6 per share for a period of 5 years

with cashless exercise provision.

As of December 31, 2020, the Company has issued 60,000 shares of common stock to ViewTrade for the consulting

fee with an estimated value of $ 135,000 .

The warrants were never issued and the parties mutually agreed to terminate the agreement on

November 19, 2020.

Pursuant to the agreement, the Company agreed to pay View Trade 60,000 restricted common

shares of the Company and 60,000 warrants to purchase common shares of the Company at an exercise price of $6 per share for a period

of 5 years with cashless exercise provision.

As of December 31, 2020, the Company has issued 60,000 shares of common stock to ViewTrade

for the consulting fee with an estimated value of $ 135,000 .

The warrants were never issued and the parties mutually agreed to terminate

the agreement on November 19, 2020.

Pursuant to the termination agreement, the Company

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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.

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,

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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

to pay the service fee by issuing 521,887 shares of unrestricted common shares, valued at the closing price from $ 2 to $ 3.68 per share

on the grant date.

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.

In December 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 to pay the service fee by issuing 521,887 shares of unrestricted common shares, valued at the closing price from $ 2 to $ 3.68 per

share on the grant date.

These shares have been issued in October and December 2020.

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,

including the debt conversion to the following:

Keypoint converted the aggregated amount of $292,826 at the conversion price of $1.84 on April 5, 2020, in exchange for 159,145 shares of the Company’s common stock, and warrants to purchase 159,145 shares of the Company’s common stock.

Odaira converted the aggregated amount of $284,036 at the conversion price of $1.84 on April 5, 2020, in exchange for 154,368 shares of the Company’s common stock, and warrants to purchase 154,368 shares of the Company’s common stock.

converted the aggregated amount of $289,974 at the conversion price of $1.78 on April 20, 2020, in exchange for 162,908 shares of the Company’s common stock, and warrants to purchase 162,908 shares of the Company’s common stock.

KLS converted the aggregated amount of $225,222 at the conversion price of $1.78 on April 20, 2020, in exchange for 126,530 shares of the Company’s common stock, and warrants to purchase 126,530 shares of the Company’s common stock.

Yu and Wei converted the aggregated amount of $354,722 at the conversion price of $1.84 on April 5, 2020, in exchange for 192,784 shares of the Company’s common stock, and warrants to purchase 192,784 shares of the Company’s common stock.

KSL converted the aggregated amount of $270,272 at the conversion price of $2.25 on November 9, 2020, in exchange for 120,121 shares of the Company’s common stock, and warrants to purchase 120,121 shares of the Company’s common stock.

During the year ended December 31, 2020, the Company

issued aggregated common shares of 915,856 to six previous note holders, who had converted their outstanding principals and accrued and

unpaid interests, including the debt conversion to the following:

converted the aggregated amount of $292,826 at the conversion price of $1.84 on April 5, 2020, in exchange for 159,145 shares of the

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

converted the aggregated amount of $284,036 at the conversion price of $1.84 on April 5, 2020, in exchange for 154,368 shares of the

Company’s common stock, and warrants to purchase 154,368 shares of the Company’s common stock.

converted the aggregated amount of $289,974 at the conversion price of $1.78 on April 20, 2020, in exchange for 162,908 shares of the

Company’s common stock, and warrants to purchase 162,908 shares of the Company’s common stock.

converted the aggregated amount of $225,222 at the conversion price of $1.78 on April 20, 2020, in exchange for 126,530 shares of the

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

and Wei converted the aggregated amount of $354,722 at the conversion price of $1.84 on April 5, 2020, in exchange for 192,784 shares

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

converted the aggregated amount of $270,272 at the conversion price of $2.25 on November 9, 2020, in exchange for 120,121 shares of the

Company’s common stock, and warrants to purchase 120,121 shares of the Company’s common stock.

See Note 7 for more details in connection with the above debt conversion.

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common stock and warrants were issued pursuant to the conversion of convertible promissory note of $ 2,500,000 entered in October 2020.

(see Note 7).

On August 5, 2021, the Company closed its public

offering (the “Public Offering”) of 1,100,000 units (the “Units”), with each Unit consisting of one share of the

Company’s common stock, one Series A warrant (the “Series A Warrants”) to purchase one share of common stock at an exercise

price equal to $6.30 per share, exercisable until the fifth anniversary of the issuance date, and one Series B warrant (the “Series

B Warrants,” and together with the Series A Warrants, the “Public Warrants”) to purchase one share of common stock at

an exercise price equal to $10.00 per share, exercisable until the fifth anniversary of the issuance date;

the exercise price of the Public

Warrants are subject to certain adjustment and cashless exercise provisions as described therein.

The Company completed the Public Offering

pursuant to its registration statement on Form S-1 (File No.

333-255112), originally filed with the Securities and Exchange Commission

(the “SEC”) on April 8, 2021 (as amended, the “Original Registration Statement”), that the SEC declared effective

on August 2, 2021 and the registration statement on Form S-1 (File No.

333-258404) that was filed and automatically effective on August

4, 2021 (the “S-1MEF,” together with the Original Registration Statement, the “Registration Statement”).

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

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 .

offering (the “Public Offering”) of 1,100,000 units (the “Units”), with each Unit consisting of one share of

the Company’s common stock, one Series A warrant (the “Series A Warrants”) to purchase one share of common stock at

an exercise price equal to $6.30 per share, exercisable until the fifth anniversary of the issuance date, and one Series B warrant (the

“Series B Warrants,” and together with the Series A Warrants, the “Public Warrants”) to purchase one share of

common stock at an exercise price equal to $10.00 per share, exercisable until the fifth anniversary of the issuance date;

price of the Public Warrants are subject to certain adjustment and cashless exercise provisions as described therein.

The Company completed

the Public Offering pursuant to its registration statement on Form S-1 (File No.

333-255112), originally filed with the Securities and

Exchange Commission (the “SEC”) on April 8, 2021 (as amended, the “Original Registration Statement”), that the

SEC declared effective on August 2, 2021 and the registration statement on Form S-1 (File No.

333-258404) that was filed and automatically

effective on August 4, 2021 (the “S-1MEF,” together with the Original Registration Statement, the “Registration Statement”).

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

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 .

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

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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.

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 in January 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.

In May 2022, the Company and an

institutional investor entered into certain securities purchase agreement relating to the offer and sale of 2,000,000 shares of

common stock at an offering price of $ 2.11 per share in a registered direct offering.

The shares of the Company’s common stock

were issued for gross proceeds of $ 4,220,000 , before placement agent fees and legal fees of $ 556,075 .

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.

of June 30, 2022, these warrants have been issued but not exercised

STOCK OPTIONS

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Expected volatility

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.

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 and six months ended June 30, 2022 and 2021, respectively.

There were no options exercised during

the three and six months ended June 30, 2022.

As of June 30, 2022, there were no unvested options.

On April 16, 2022, the Company entered into stock option agreements

with 5 directors, pursuant to which the Company agreed to grant options to purchase an aggregate of 761,920 shares of common stock under

the 2016 Equity Incentive Plan, at an exercise price of $ 3 per share, exercisable for 10 years from the grant date.

As of June 30, 2022,

these stock options have not been granted.

LOSS PER SHARE

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Diluted loss per share is computed by dividing

net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the three months ended

March 31, 2022 and 2021.

net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the three and six months

ended June 30, 2022 and 2021.

For the Three Months

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Loss per share

For the Six Months

Net loss attributable to ABVC’s common stockholders

$ ( 7,854,437 )

$ ( 3,100,071 )

Weighted-average shares outstanding:

Weighted-average shares outstanding - Basic

Stock options

Weighted-average shares outstanding - Diluted

Loss per share

Diluted loss per share takes into account the

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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

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.

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.

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 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 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.

The new leasing standard requires recognition

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Operating lease expenses

Six Months Ended

Operating lease expenses

Other information related to leases is presented

Three Months Ended

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

Cash paid for amounts included in

the measurement of operating lease liabilities

Weighted Average Remaining Lease Term:

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

2022 (excluding three months ended March 31, 2022)

2022 (excluding six months ended June 30, 2022)

Total future minimum lease payments, undiscounted

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shares ( 1,642,291 after stock reverse split) of common stock of the Company was issued to BioKey in connection with the Merger.

Those shares were valued at $ 1.50 per share, based on the bid-and-ask share price of common stock of the Company on the final day of trading, February 8, 2019.

shares were valued at $ 1.50 per share, based on the bid-and-ask share price of common stock of the Company on the final day of trading,

February 8, 2019.

On February 8, 2019, the Company has recorded

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SUBSEQUENT EVENTS

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.”

On July 10, 2022, the Board approved the issuance of 75,000 shares

of common stock to Barlew Holdings, LLC pursuant to the consulting agreement by and between Barlew Holdings, LLC and the Company dated

July 1, 2022, and 250,000 shares of common stock to Inverlew Advisors, LLC, in accordance with the consulting agreement by and between

Inverlew Advisors, LLC and the Company dated July 1, 2022.

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 June 30, 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