What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-03-31 compared with 2022-03-31 · 1686 added, 1661 removed, 313 unchanged (91% of the section changed)

Financial Statements and Supplementary Data

Consolidated Financial Statements and Notes thereto and the report of KCCW Accountancy Corp, our independent registered public accounting

firm, are set forth on pages F-1 through F-40 of this Report.

PAGE F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 2851 )

PAGE F-3 CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2021 AND DECEMBER 31, 2020.

PAGE F-4 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2021 AND DECEMBER 31, 2020.

PAGE F-5 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND DECEMBER 31, 2020.

PAGES F-6 CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEARS ENDED DECEMBER 31, 2021 AND DECEMBER 31, 2020.

PAGES F-7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

Our Consolidated Financial Statements and Notes

thereto and the report of WWC P.C.

CPA, our independent registered public accounting firm, are set forth on pages F-1 through F-35 of

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 1171)

CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 AND DECEMBER 31, 2021.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2022 AND DECEMBER 31, 2021.

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND DECEMBER 31, 2021.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEARS ENDED DECEMBER 31, 2022 AND DECEMBER 31, 2021.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Shareholders of

BioPharma, Inc.

The Board of Directors and Stockholders of

ABVC BioPharma, Inc.

and subsidiaries

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of ABVC BioPharma, Inc.

and subsidiaries (collectively “the Company”)

as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), shareholders’

equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated

financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended,

in conformity with accounting principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of ABVC BioPharma, Inc.

and subsidiaries (collectively the “Company”) as of December 31, 2022, and the related

consolidated statements of operation and comprehensive loss, cash flows, stockholders’ equity (deficit), and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended

December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company incurred

substantial losses during the year ended December 31, 2022.

As of December 31, 2022, the Company had a working capital deficit and net

cash outflows from operating activities.

Accordingly, as of December 31, 2022, these factors gave rise to substantial doubt that the Company

would continue as a going concern.

Management closely monitors the Company’s financial position and has prepared a plan that is

found in Note 1 that addresses this substantial doubt.

These financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of our management.

Our responsibility is to express an opinion on the financial statements based on our audit.

We are a public accounting

firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect

to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of our internal control

over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements

that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are

material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,

and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the

accounts or disclosures to which they relate.

of Stock-Based Compensation Cost for Stock Options Issued

described in Note 14 to the consolidated financial statements, the Company granted stock options to its directors and employees and estimated

total stock compensation expense related to the issuance of stock options of $2,675,205 for the year ended December 31, 2021.

compensation cost was valued at the grant date, and management evaluated the fair value of these stock options at the grant date and

recognized based on the vesting schedule.

identified the recognition of stock options as a critical audit matter due to the significant judgments made by management when developing

underlying assumptions.

following are the primary procedures we performed to address this critical audit matter.

We obtained an understanding and evaluated the

design and implementation of certain controls relating to significant judgments and assumptions developed by management.

and tested sources of data and assumptions used by management.

In addition, we tested the completeness and accuracy of the underlying

assumptions used by management.

KCCW Accountancy Corp.

have served as the Company’s auditor since 2019.

Bar, California

Accountancy Corp.

Brea Canyon Road, Suite 206, CA 91765 USA

+1 909 348 7228 • Fax:

+1 909 895 4155

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below

are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to

the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our

especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion

on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing

separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Long-term investments

As described in Note 6 of the financial statements,

certain of the Company’s investments are entered into and governed by complex agreements.

The terms and conditions of the agreement

will dictate the proper categorization and recognition of these investments in the Company’s financial statements.

we have identified long-term investments as a critical audit matter due to the complexity of such investment agreements.

We believe management

assertions most affected by this critical audit matter are existence, rights, and valuation.

The primary audit procedures we performed in order

to address this critical audit matter were the following:

(i) examine the investment agreements and other related documents, evaluate

the terms and conditions, (ii) gain and understanding of the structure set forth by the agreements by enquiring with management, (iii)

confirm with the investees their understanding of the terms and conditions of the agreements and compare their responses with the Company’s

books and records, (iv) test the reasonableness, completeness, mathematical accuracy and relevance of key underlying data used in the

valuation of the investments.

The long-term investment and investment loss accounts are affected by this critical audit matter.

Stock-based compensation to third parties

As described in Note 14 of the financial statements,

the Company granted common stock to third parties as consideration to consultants for services rendered;

these grants were recorded as

stock-based compensation expense in the Company’s results of operations.

We identified the recognition of stock-based compensation

to non-employees as a critical audit matter due to the significant judgments and assumptions made by management to apply proper valuation

and allocation to such grants.

The primary procedures we performed in order to

address this critical audit matter were the following:

(i) obtained and examined the board meeting minutes, board resolutions, and service

contracts, (ii) evaluated the reasonableness of the fair value of services received from the non-employees receiving the grants, either

measured at the fair value at the outset of the contract, or around the completion date of the service contract and compared those amounts

against the fair value of the grants based on the prevailing market value.

Common stock, additional paid in capital and stock based compensation

are affected by this critical audit matter.

Stock-based compensation expense for employees

As described in Note 15 of the financial statements,

the Company granted stock options to its directors and employees and estimated total stock compensation expense related to those issuances

in the amount of $1,241,930 for the year ended December 31, 2022.

The stock compensation cost was valued at the grant date, and management

evaluated the fair value of these stock options at the grant date and recognized the expense in accordance to the time frame set forth

by the vesting schedule.

We identified the stock-based compensation expense for related to the issuance of stock options to directors

and employees as a critical audit matter due to significant judgments and assumptions made by management in order to develop an appropriate

valuation for the compensation given out.

The primary procedures we performed in order to

address this critical audit matter were the following:

(i) obtained all board meeting minutes and board resolutions, (ii) gained an understanding

and assessed the reasonableness of the stock option valuation model, (iii) vouched underlying source data and assessed the appropriateness

of the data entered into the valuation model, and (iv) re-performed the calculation to test the accuracy of the output.

Additional paid

in capital and stock based compensation are affected by this critical audit matter.

Certified Public Accountants

We have served as the Company’s auditor since 2022.

San Mateo, California

March 31, 2023

ABVC BIOPHARMA, INC.

AND SUBSIDIARIES

BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

Current Assets

and cash equivalents

Cash and cash equivalents

receivable, net

receivable - related parties, net

from related parties

for long-term investments

expense and other current assets

Current Assets

and equipment, net

lease right-of-use assets

expenses – noncurrent

expenses and other current liabilities

from customers

lease liabilities – current portion

to related parties

notes payable – related parties, current portion

Restricted cash and cash equivalents

Accounts receivable, net

Accounts receivable – related parties, net

Due from related parties

Inventories, net

Short-term investments

Prepaid expense and other current assets

Total Current Assets

Property and equipment, net

Operating lease right-of-use assets

Long-term investments

Deferred tax assets, net

Prepaid expenses – noncurrent

Security deposits

Prepayment for long-term investments

Due from related parties – noncurrent

LIABILITIES AND EQUITY

Current Liabilities

Protection Program Loan Payable

security deposit

lease liability – noncurrent portion

notes payable – noncurrent portion

Short-term bank loans

Accrued expenses and other current liabilities

Advance from customers

Operating lease liabilities – current portion

Due to related parties

Total Current Liabilities

Tenant security deposit

Operating lease liability – noncurrent portion

Total Liabilities

COMMITMENTS AND CONTINGENCIES

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, 28,926,322 and 24,420,526 shares issued and outstanding

paid-in capital

subscription receivable

Common stock, $ 0.001 par value, 100,000,000 authorized, 32,857,329 and 28,926,322 shares issued and outstanding as of December 31, 2022 and 2021, respectively

Additional paid-in capital

Stock subscription receivable

( 1,354,440 )

( 2,257,400 )

Accumulated deficit

( 54,904,439 )

( 38,481,200 )

other comprehensive income

Accumulated other comprehensive income

Treasury stock

( 9,100,000 )

Stockholders’ equity

Noncontrolling

Liabilities and Equity

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

Total Stockholders’ equity

Noncontrolling interest

Total Liabilities and Equity

The accompanying notes are an integral part

of these consolidated financial statements.

ABVC BIOPHARMA, INC.

AND SUBSIDIARIES

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Ended December 31,

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

Year Ended December 31,

Cost of revenues

Operating expenses

Selling, general and administrative

Research and development

based compensation

operating expenses

from operations

Selling, general and administrative expenses

Research and development expenses

Stock based compensation

Total operating expenses

Loss from operations

( 15,114,412 )

4 unchanged sentences

Operating sublease income

– related parties

Operating sublease income – related parties

Impairment loss

Investment loss

Gain/Loss on foreign exchange

Gain/Loss on investment

in equity securities

( 1,168,733 )

other income (expenses)

( 2,308,160 )

Loss before provision income

Gain/Loss on foreign exchange changes

Gain/Loss on investment in equity securities

Government grant income

Total other income (expenses)

Loss before provision income tax

( 15,514,596 )

( 11,210,827 )

Provision for income

tax expense (benefit)

Provision for income tax expense

( 16,312,374 )

( 12,035,851 )

Net loss attributable

to noncontrolling interests

Net loss attributable to noncontrolling interests

Net loss attributed to ABVC and subsidiaries

1 unchanged sentence

( 12,838,813 )

Foreign currency translation

Foreign currency translation adjustment

Comprehensive loss

2 unchanged sentences

Net loss per share:

Basic and diluted

Weighted average number of common shares outstanding:

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

Basic and diluted

The accompanying notes are an integral part

of these consolidated financial statements.

ABVC BIOPHARMA, INC.

AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

THE YEAR ENDED DECEMBER 31, 2021 AND 2020

flows from operating activities

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2022 AND 2021

Cash flows from operating activities

$ ( 16,312,374 )

$ ( 12,035,851 )

to reconcile net loss to net cash used in operating activities:

based compensation

on investment in equity securities

non-cash income and expenses

in operating assets and liabilities:

(increase) in accounts receivable

(increase) in prepaid expenses and other current assets

(increase) in due from related parties

(increase) in inventory

(decrease) in accounts payable

(decrease) in accrued expenses and other current liabilities

(decrease) in advanced from others

(decrease) in due to related parties

cash used in operating activities

Adjustments to reconcile net loss to net cash used in operating activities:

Stock based compensation

Loss on investment in equity securities

Inventory allowance for valuation losses

for doubtful accounts, net of recovery

Government grant income

Other non-cash income and expenses

Impairment of prepaid expenses

Changes in operating assets and liabilities:

Decrease (increase) in accounts receivable

Decrease (increase) in prepaid expenses and other current assets

Decrease (increase) in due from related parties

Decrease (increase) in inventories

Increase (decrease) in accounts payable

Increase (decrease) in accrued expenses and other current liabilities

Increase (decrease) in advanced from customers

Increase (decrease) in tenant security deposit received

Increase (decrease) in due to related parties

Net cash used in operating activities

( 7,398,391 )

( 7,597,719 )

flows from investing activities

proceeds from sale of investment

Cash flows from investing activities

Purchase of investments

Purchase of equipment

to related parties

for equity investment

cash used in investing activities

flows from financing activities

of common stock

for offering costs

from convertible notes

of convertible notes

of short-term loan

of notes payable

of short-term bank loan

from short-term loan

from long-term loan

from (repayments of) short term borrowings from third parties

from borrowings from related parties

of long-term bank loans

cash provided by financing activities

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

increase in cash and cash equivalents and restricted cash

and cash equivalents and restricted cash

disclosure of cash flows

paid during the year for:

financing and investing activities

shares issued for debt conversion

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

BIOPHARMA, INC.

Prepayment for equity investment

( 1,601,992 )

Net cash used in investing activities

( 1,721,684 )

Cash flows from financing activities

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 loan

Proceeds from short term loan

Proceeds from short term borrowings from third 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

( 5,173,487 )

Cash and cash equivalents and restricted cash

Supplemental disclosure of cash flows

Cash paid during the year for:

Interest expense paid

Income taxes paid

Non-cash financing and investing activities

Common shares issued for debt conversion

The accompanying notes are an integral part

of these consolidated financial statements.

ABVC BIOPHARMA, INC.

AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

THE YEAR ENDED DECEMBER 31, 2021 AND 2020

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

EQUITY (DEFICIT)

FOR THE YEAR ENDED DECEMBER 31, 2022 AND 2021

Treasury Stock

Stockholders’

Comprehensive

December 31, 2019

Balance at December 31, 2020

$ ( 3,160,360 )

2 unchanged sentences

$ ( 776,273 )

based compensation for options granted

based compensation for services

Issuance of common shares for cash

Issuance of common shares for consulting service

Issuance of common shares for debt conversion

Stock based compensation for services

Stock based compensation for options granted

Net loss for the year

( 12,838,813 )

( 12,035,851 )

transaction adjustments

Cumulative transaction adjustments

Balance at December 31, 2021

2 unchanged sentences

$ ( 9,100,000 )

$ ( 776,273 )

of common shares for cash

of common shares for consulting service

of common shares for debt conversion

based compensation for services

based compensation for options granted

Issuance of common shares for cash

Issuance of common shares for consulting service

Stock based compensation for services

Stock based compensation for options granted

Net loss for the year

( 16,423,239 )

( 16,312,374 )

transaction adjustments

at December 31, 2021

Cumulative transaction adjustments

Balance at December 31, 2022

$ ( 1,354,440 )

1 unchanged sentence

$ ( 9,100,000 )

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

The accompanying notes are an integral part

of these consolidated financial statements.

ABVC BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

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 (52,936,583 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.

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND DESCRIPTION OF BUSINESS

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 21, 2015.

The Company’s shareholders approved an

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

Corporation to ABVC BioPharma, 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

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.

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.

Going Concern

The accompanying financial statements have been

prepared in conformity with U.S.

GAAP which contemplates continuation of the Company on a going concern basis.

The going concern basis

assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the financial

The Company’s ability to continue as a going concern depends upon its ability to market and sell its products to generate

positive operating cash flows.

For the year ended December 31, 2022, the Company reported net loss of $ 16,312,374 .

As of December 31,

2022, the Company’s working capital deficit was $ 2,832,282 .

In addition, the Company had net cash outflows of $ 7,398,391 from operating

activities for the year ended December 31, 2022.

These conditions give rise to substantial doubt as to whether the Company will be able

to continue as a going concern.

Management’s plan is to continue improve

operations to generate positive cash flows and raise additional capital through private and public offerings.

If the Company is not able

to generate positive operating cash flows, and raise additional capital, there is the risk that the Company may not be able to meet its

short-term obligations.

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 1, 2018.

Use of Estimates

The preparation of financial statements in conformity

with generally accepted accounting principles 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.

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.

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.

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.

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

9 unchanged sentences

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

Company considers highly liquid investments with maturities of three months or less, when purchased, to be cash equivalents.

As of December

31, 2021 and 2020, the Company’s cash and cash equivalents amounted $ 5,828,548 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.

The Company believes this financial institution is of high credit quality.

Cash Equivalents

cash equivalents primarily consist of cash held in a reserve bank account in Taiwan.

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

restricted cash equivalents amounted $ 736,667 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.

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

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 December 31, 2022 and 2021, the Company’s cash and cash equivalents

amounted $ 85,265 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 December 31, 2022 and 2021, the Company’s restricted cash equivalents amounted

$ 1,306,463 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.

We perform ongoing credit evaluation of our customers

and requires no collateral.

An allowance for doubtful accounts is provided based on a review of the collectability of accounts receivable.

We determine the amount of allowance for doubtful accounts by examining its historical collection experience and current trends in the

credit quality of its customers as well as its internal credit policies.

Actual credit losses may differ from our estimates.

Concentration

As of December

31, 2022, the most major clients, specializes in developing and commercializing of dietary supplements and therapeutics in dietary supplement

industry, accounted for 71.89 % of the Company’s total account receivable;

the second major client with its Chairman being the Board

of Director of Biokey, accounted for 16.62 % of the Company’s total account receivable.

As of December 31, 2021, the major clients

in biotechnology research accounted for 37.48 % of the Company’s total account receivable;

the second major client accounted for

33.38 % if the Company’s total account receivable.

year ended December 31, 2022, one major client, Rgene Corporation, a related party under common

control by controlling beneficiary shareholder of YuanGene Corporation and the Company, which works in development and commercialization

of new drugs in Taiwan, accounted for 93.22 % of the Company's total revenues.

For the year ended December 31, 2021, one major client,

GLIA, LLC, accounted for 46.24 % of the Company’s total revenue.

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.

(i) 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.

(iii) 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 activities.

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

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

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

The Company reviews the

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

on a prospective basis.

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 events.

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

fall into two categories:

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

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

agreement with collaboration partners.

The former category of milestone payments consists

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

concluded that each of these payments constitute substantive milestone payments.

This conclusion was based primarily on the facts that

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

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

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

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

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

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

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

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

(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.

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.

(iv) 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

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

2 unchanged sentences

Office 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:

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

4 unchanged sentences

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.

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:

16 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 impairments of equity investments were $ 0 and $ 961,217 for the year ended December 31, 2021 and 2020, respectively.

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 impairments of equity investments were $ 0 and

$ 0 for the year ended December 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.

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 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 December 31, 2021, and determined that goodwill was impaired

because of the current financial condition of the Company and the Company’s inability to generate future operating income without

substantial sales volume increases, which are highly uncertain.

Furthermore, the Company anticipates future cash flows indicate that

the recoverability of goodwill is not reasonably 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.

our 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

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 $ 11,375 and $ 13,961 for the

year ended December 31, 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 $ 2,675,205 and $ 1,623,102 for

the year ended December 31, 2021 and 2020, respectively.

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 $ 2,631,550 and $ 2,523,877 for the

year ended December 31, 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.

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 December 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.

The Company accounts

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

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

research and development projects or otherwise.

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

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

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

consulting services.

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

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

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

are performed.

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 $ 13,031 and $ 11,375 for the years ended December 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 $ 1,241,930 and $ 2,675,205 for the years ended December 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.

non-employee stock-based compensation expenses were $ 5,794,848 and $ 2,631,550 for the years ended December 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 year ended December 31, 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

Company has adopted ASC Topic 450 “Contingencies” subtopic 20, in determining its accruals and disclosures with respect to

loss contingencies.

Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available

before financial statements are issued or are available to be issued indicates that it is probable that an asset had been impaired or

a liability had been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated.

Legal expenses

associated with the contingency are expensed as incurred.

If a loss contingency is not probable or reasonably estimable, disclosure of

the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.

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 — 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

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

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, 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.

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

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU

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 instrument.

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.

Early 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.

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 years ended December 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.

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

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

While the Company is able

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

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

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

The Company is continuing to gather additional information

to determine the final impact.

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”

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

Accordingly, estimated losses from loss

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

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

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

Legal expenses associated with the contingency are expensed as incurred.

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

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

Foreign-currency Transactions

For the Company’s subsidiaries in Taiwan,

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

transactions occur.

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

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

in the year of conversion or settlement.

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

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

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

Equity (Deficit).

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 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.

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.

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 instrument.

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.

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 standards mentioned above 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, a related

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

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

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

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

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

The development costs shall be shared 50/50 between BHK

and the Company.

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

Product in in Asia excluding Japan.

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:

10 unchanged sentences

$3 million, or 30% of total payment

● Upon the New Drug Application (NDA) submission:

Upon the New Drug Application

(NDA) submission:

$4 million, or 40% of total payment

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

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.

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

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.

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 December 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.

December 31, 2022 and 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.

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.

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.

June 30, 2019, BriVision entered into a Stock Purchase Agreement (the “Purchase Agreement”) with BioFirst.

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.

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:

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 BioFirst.

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 immediately.

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

December 31, 2017.

On June 30, 2019, BriVision entered into a Stock

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

Pursuant to the Purchase Agreement, the Company issued 428,571

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

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

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

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

On August 5, 2019, BriVision entered into a second

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

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.

On November 4, 2020, the Company executed an

amendment to the BioFirst Agreement with BioFirst to add ABV-2001 Intraocular Irrigation Solution and ABV-2002 Corneal Storage Solution

to the agreement.

ABV-2002 is utilized during a corneal transplant procedure to replace a damaged or diseased cornea while ABV-2001 has

broader utilization during a variety of ocular procedures.

Initially the Company will focus on ABV-2002,

a solution utilized to store a donor cornea prior to either penetrating keratoplasty (full thickness cornea transplant) or endothelial

keratoplasty (back layer cornea transplant).

ABV-2002 is a solution comprised of a specific poly amino acid that protects ocular tissue

from damage caused by external osmolarity exposure during pre-surgery storage.

The specific polymer in ABV-2002 can adjust osmolarity

to maintain a range of 330 to 390 mOsM thereby permitting hydration within the corneal stroma during the storage period.

Stromal hydration

results in (a) maintaining acceptable corneal transparency and (b) prevents donor cornea swelling.

ABV-2002 also contains an abundant

phenolic phytochemical found in plant cell walls that provides antioxidant antibacterial properties and neuroprotection.

Early testing by BioFirst indicates that ABV-2002 may be more

effective for protecting the cornea and retina during long-term storage than other storage media available today and can be manufactured

at lower cost.

Further ABV-2002 product development was put on hold due the lack of funding.

In addition, BioFirst was incorporated on November

7, 2006, focusing on the R&D, manufacturing, and sales of innovative patented pharmaceutical products.

The technology of BioFirst

comes from the global exclusive licensing from domestic R & D institutions.

Currently, the main research and development product is

the vitreous substitute (Vitargus®) Licensed by the National Health Research Institutes.

Vitargus is the world’s first bio-degradable

vitreous substitute and offers a number of advantages over current vitreous substitutes by minimizing medical complications and reducing

the need for additional surgeries.

Vitargus has started the construction of a GMP factory in Hsinchu Biomedical

Science Park, Taiwan, with the aim at building a production base to supply the global market and promote the construction of bio-degradable

vitreous substitute manufacturing center in Taiwan, allowing ABVC to achieve the world-class technology of manufacturing Vitargus and

GMP certified pharmaceutical factory.

BioFirst is targeting to complete the construction in 2024.

Inventory consists of the following:

Finished goods

1 unchanged sentence

Raw materials

Allowance for inventory valuation and obsolescence

Inventory, net

AND EQUIPMENT

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

Allowance for inventory valuation and obsolescence loss

Inventories, net

ended December 31, 2022, the inventories were expensed as research and development expenses.

PROPERTY AND EQUIPMENT

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

Buildings and leasehold improvements

1 unchanged sentence

Office equipment

accumulated depreciation

( 3,304,457 )

( 3,314,471 )

Property and equipment,

expense were $ 11,993 and $ 37,142 for the year ended December 31, 2021 and 2020, respectively.

Property and equipment, net

Depreciation expense were $ 23,799 and $ 11,993

for the years ended December 31, 2022 and 2021, respectively.

As of December 31, 2022 and 2021, Land with book value amounted to approximately

$ 361,193 and $ 400,091 , respectively, were pledged for obtaining bank loan (see Notes 8 Bank loans).

LONG-TERM INVESTMENTS

The ownership percentages of each investee are listed

of related party

Braingenesis Biotechnology Co.,

Ownership percentage

Name of related party

Braingenesis Biotechnology Co., Ltd.

Genepharm Biotech Corporation

20 unchanged sentences

Non-marketable Cost Method Investments, net

Biotechnology Co., Ltd.

Braingenesis Biotechnology Co., Ltd.

Genepharm Biotech Corporation

BioHopeKing Corporation

Equity Method Investments, net

BioFirst Corporation

Rgene Corporation

BioFirst Corporation (the “BioFirst”):

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 December 31, 2021 and 2020, the Company owns 15.99 % and 15.99 % common stock shares of BioFirst, respectively.

year ended December 31, 2021, 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 $ 684,720 , recorded as prepayment for long-term investments as of December 31, 2021.

financial information for the Company’s equity method investee, BioFirst, is as follows:

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 December 31, 2022 and

2021, the Company owns 21.77 % and 21.77 % common stock shares of BioFirst, respectively.

During year ended December 31, 2021, 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 $ 618,150 , recorded as prepayment for long-term investments as of December 31, 2022.

The amount due from BioFirst has been reclassified as prepayment for investment.

Summarized financial information for the Company’s

equity method investee, BioFirst, is as follows:

Balance Sheet

Current Assets

3 unchanged sentences

Stockholders’ Equity

( 2,276,892 )

Statement of operation

( 1,274,539 )

Share of losses from investments accounted

for using the equity method

( 2,276,892 )

Share of losses from investments accounted for using the equity method

Rgene Corporation (the

Rgene and the Company are under common control by Dr.

Both Rgene and the Company are under

common control by Dr.

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

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 December 31, 2021 and 2020, the Company owns 31.62 % and 31.62 % common stock shares of Rgene, respectively.

financial information for the Company’s equity method investee, Rgene, is as follows:

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.

December 31, 2022 and 2021, the Company owns 28.85 % and 28.85 % common stock shares of Rgene, respectively.

Summarized financial information for the Company’s

equity method investee, Rgene, is as follows:

Balance Sheets

Current Assets

4 unchanged sentences

( 2,481,309 )

of operations

Share of loss from investments accounted for

using the equity method

( 1,486,911 )

Statement of operations

( 1,550,123 )

Share of loss from investments accounted for using the equity method

Disposition of long-term

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 year ended December 31, 2020.

During the year

ended December 31, 2021, there is no disposition of long-term investment.

During the years ended December 31,

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

Losses on Equity Investments

components of losses on equity investments for each period were as follows:

Share of equity method investee

The components of losses on equity investments

for each period were as follows:

Share of equity method investee losses

$ ( 269,844 )

CONVERTIBLE NOTES PAYABLE

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.

At any 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 set forth in the Yu and Wei Note.

In accordance with FASB ASC 470-20, the

Company recognized none of the intrinsic value of embedded beneficial conversion feature present in the Yu and Wei Note.

On January 21,

2020, Yu and Wei entered into a new agreement that the new Note bears interest at 20 % 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 Twelve (12) month anniversary of

the issuance date of the new “Yu and Wei” Note, which is on January 20, 2021.

On April 5, 2020, the Company entered into

an exchange agreement with “Yu and Wei”.

The aggregate principal amount plus accrued interest expenses were $ 354,722 , and

the Company agreed to issue to the Holders an aggregate of 192,784 shares of the Company’s common stock, and warrants to purchase

192,784 shares of the Company’s common stock.

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

June 27, 2018, the Company issued an eighteen-month term unsecured convertible promissory note (the “Keypoint Note”) in the

aggregate principal amount of $ 250,000 to Keypoint Technology Ltd.

(“Keypoint”), a related party, pursuant to which the Company

received $ 250,000 .

The Keypoint Note bears interest at 8 % per annum.

The Company shall pay to the Keypoint 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 Keypoint

Note, which is on December 26, 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 Keypoint Note.

At any time from the date hereof until this Keypoint Note has been satisfied, Keypoint may convert the

unpaid and outstanding principal plus any accrued and unpaid interest and or default interest, if any, into shares of the Company’s

common stock at a conversion price (the “Conversion Price”) equal to the lower of (i) $2.00 per share (the “Fixed Conversion

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

any completed equity offering of the Company in an amount exceeding $500,000 that occurs when any part of the Keypoint Note is outstanding,

subject to adjustments set forth in the Keypoint Note.

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

value of embedded beneficial conversion feature present in the Keypoint Note.

On January 21, 2020, Keypoint entered into a new agreement

that the new Note bears interest at 20% per annum.

The Company shall pay to the Keypoint an amount in cash representing all outstanding

principal and accrued and unpaid interest on the Twelve (12) month anniversary of the issuance date of the new “Keypoint”

Note, which is on January 20, 2021.

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

aggregate principal amount plus accrued interest expenses were $292,826, and the Company agreed to issue to the Holders an aggregate

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

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

August 25, 2018, the Company issued an eighteen-month term unsecured convertible promissory notes (the “Odaira Note”) in

the aggregate principal amount of $ 250,000 to Yoshinobu Odaira.

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

The Odaira Note bears interest at 8 % per annum.

The Company shall pay to the Odaira 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 Odaira Note, which is on February

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 Odaira

At any time from the date hereof until this Odaira Note has been satisfied, Odaira may convert the unpaid and outstanding principal

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

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

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

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

forth in the Odaira Note.

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

conversion feature present in the Odaira Note.

On January 21, 2020, Odaira entered into a new agreement that the new Note bears interest

at 20% per annum.

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

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

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

The aggregate principal amount plus accrued

interest expenses were $284,036, and the Company agreed to issue to the Holders an aggregate of 154,368 shares of the Company’s

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

These common shares have been issued during

the year ended December 31, 2020.

May 30 and July 10, 2019, the Company issued two (2) twelve-month term unsecured convertible promissory notes (the “KSL Note”)

in an aggregate principal amount of $ 250,000 to Kuo Sheng Lung (the “KSL”), pursuant to which the Company received $ 160,000

and $ 90,000 , respectively.

The KSL Note bears interest at 20 % per annum.

The Company shall pay to KSL an amount in cash representing

all outstanding principal and accrued and unpaid interest on the Twelve (12) month anniversary of the issuance date of the KSL Note,

which is on May 29, 2020 and July 9, 2020.

At any time from the issuance date until the KSL Note has been satisfied, the KSL may convert

the unpaid and outstanding principal plus any accrued and unpaid interest and or default interest, if any, into shares of the Company’s

common stock at a conversion price (the “Conversion Price”) equal to the lower of (i) $0.50 per share (the “Fixed Conversion

Price”), subject to adjustment, or (ii) 70% of the per share offering price (the “Alternative Conversion Price”) of

the completed public equity offering of the Company in an amount exceeding $10,000,000 as stated on the registration statement on a Form

S-1 filed with the Securities and Exchange Commission on November 14, 2018 (the “Public Offering”), as amended from time

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

feature present in the KSL Note.

On May 13, 2020, the Company received an acknowledgement letter from KSL that they will not claim the

repayment of loan for 12 months.

On November 9, 2020, the Company entered into an agreement with “KSL”.

The aggregate principal

amount plus accrued interest expenses are $270,272, and KSL agreed to use the full amount to purchase certain securities pursuant to

a securities purchase agreement;

KSL agreed to purchase and the Company agreed to issue 120,121 shares of the Company’s common

stock and warrants for a purchase price of $270,272.

During the year ended December 31, 2020, the Company issued to the Holders

an aggregate of 120,121 shares of the Company’s common stock.

July 10, 2019, the Company issued a twelve-month term unsecured convertible promissory note (the “NEA Note”) in an aggregate

principal amount of $ 250,000 to New Eastern Asia (the “NEA”), a related party, pursuant to which the Company received $ 250,000

on July 10, 2019.

The NEA Note bears interest at 20 % per annum.

The Company shall pay to the NEA an amount in cash representing all outstanding

principal and accrued and unpaid interest on the Twelve (12) month anniversary of the issuance date of the NEA Note, which is on July

At any time from the date hereof until this NEA Note has been satisfied, the NEA may convert the unpaid and outstanding principal

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

price (the “Conversion Price”) equal to the lower of (i) $.50 per share (the “Fixed Conversion Price”), subject

to adjustment, or (ii) 70% of the per share offering price (the “Alternative Conversion Price”) of the completed public equity

offering of the Company in an amount exceeding $10,000,000 as stated on the registration statement on a Form S-1 filed with the Securities

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

In accordance with FASB

ASC 470-20, the Company recognized none of the intrinsic value of embedded beneficial conversion feature present in the NEA Note.

the year ended December 31, 2020, the Company issued 111,112 shares of common stock to repay the outstanding balance.

August 28, 2019, the Company issued a twelve-month term unsecured convertible promissory note (the “KLS Note”) in an aggregate

principal amount of $ 200,000 to Kuo Li Shen (the “KLS”), pursuant to which the Company received $ 200,000 on August 28, 2019.

The KLS Note bears interest at 20 % per annum.

The Company shall pay to the KLS an amount in cash representing all outstanding principal

and accrued and unpaid interest on the Twelve (12) month anniversary of the issuance date of the KLS Note, which is on August 27, 2020.

At any time from the date hereof until this KLS Note has been satisfied, the KLS may convert the unpaid and outstanding principal plus

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

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

adjustment, or (ii) 70% of the per share offering price (the “Alternative Conversion Price”) of the completed public equity

offering of the Company in an amount exceeding $10,000,000 as stated on the registration statement on a Form S-1 filed with the Securities

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

In accordance with FASB

ASC 470-20, the Company recognized none of the intrinsic value of embedded beneficial conversion feature present in the KLS Note.

April 20, 2020, the Company entered into an exchange agreement with KLS.

The aggregate principal amount plus accrued interest expenses

were $225,222, and the Company agreed to issue to the Holders an aggregate of 126,530 shares of the Company’s common stock, and

warrants to purchase 126,530 shares of common stock.

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

September 4, 2019, the Company issued 3 twelve-month term unsecured convertible promissory note (the “C.L.L.

aggregate principal amount of $ 257,500 to Chang Ping Shan, Lin Shan Tyan, and Liu Ching Hsuan (together the “C.L.L.”), pursuant

to which the Company received $ 257,500 on September 4, 2019.

Chang Ping Shan and Liu Ching Hsuan are related parties to the Company.

Note bears interest at 20 % per annum.

The Company shall pay to the C.L.L.

an amount in cash representing all outstanding principal

and accrued and unpaid interest on the Twelve (12) month anniversary of the issuance date of the C.L.L.

Note, which is on September 3,

At any time from the date hereof until this C.L.L.

Note has been satisfied, the C.L.L.

may convert the unpaid and outstanding principal

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

price (the “Conversion Price”) equal to the lower of (i) $.50 per share (the “Fixed Conversion Price”), subject

to adjustment, or (ii) 70% of the per share offering price (the “Alternative Conversion Price”) of the completed public equity

offering of the Company in an amount exceeding $10,000,000 as stated on the registration statement on a Form S-1 filed with the Securities

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

In accordance with FASB

ASC 470-20, the Company recognized none of the intrinsic value of embedded beneficial conversion feature present in the C.L.L.

On April 20, 2020, the Company entered into an exchange agreement with C.L.L..

The aggregate principal amount plus accrued interest expenses

were $289,974, and the Company agreed to issue to the Holders an aggregate of 162,908 shares of the Company’s common stock, and

warrants to purchase 162,908 shares of common stock.

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

October 29, 2019, the Company issued a twelve-month term unsecured convertible promissory note (the “Lee Note”) in an aggregate

principal amount of $ 250,000 to Hwalin Lee (the “Lee”), a related party, pursuant to which the Company received $ 250,000

on October 29, 2019.

The Lee Note bears interest at 20 % per annum.

The Company shall pay to the Lee an amount in cash representing all

outstanding principal and accrued and unpaid interest on the Twelve (12) month anniversary of the issuance date of the Lee Note, which

is on October 28, 2020.

At any time from the date hereof until this Lee Note has been satisfied, the Lee may convert the unpaid and outstanding

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

conversion price (the “Conversion Price”) equal to the lower of (i) $.50 per share (the “Fixed Conversion Price”),

subject to adjustment, or (ii) 70% of the per share offering price (the “Alternative Conversion Price”) of the completed

public equity offering of the Company in an amount exceeding $10,000,000 as stated on the registration statement on a Form S-1 filed

with the Securities and Exchange Commission on November 14, 2018 (the “Public Offering”), as amended from time to time.

accordance with FASB ASC 470-20, the Company recognized none of the intrinsic value of embedded beneficial conversion feature present

in the Lee Note.

In January 2021, the Company paid off the convertible promissory note of $306,836, including principal and accrued and

unpaid interest expense.

October 23, 2020, the Company entered into a Securities Purchase Agreement (the “October SPA”) with one accredited investor.

Pursuant to the October SPA, the Company sold and issued a convertible promissory note (the “October Note”) in the principal

amount of $2,500,000 to the investor and received the payment from such investor on October 30, 2020.

The October Note was issued on

October 23, 2020 and the maturity date of the October Note is the twenty-four (24) month anniversary from the issuance date (the “Maturity

Upon the Maturity Date, the Company shall pay to the holder, in cash, an amount representing all outstanding principal

amount and accrued and unpaid interest under the October Note.

The October Note bears an interest rate of ten percent (10%) per annum

and may be convertible into shares of the Company’s common stock at a fixed conversion price of $2.25 per share.

The holder of

the October Note may elect to convert part or all of the outstanding balance of the October Note from the issuance date until the Maturity

The Company may prepay the outstanding amount at any time, in whole or in part, without any penalty.

May 17, 2021, the parties to the October SPA signed Amendment No.

On October 23, 2020, the Company entered into

a Securities Purchase Agreement (the “October SPA”) with one accredited investor.

Pursuant to the October SPA, the Company

sold and issued a convertible promissory note (the “October Note”) in the principal amount of $2,500,000 to the investor

and received the payment from such investor on October 30, 2020.

The October Note was issued on October 23, 2020 and the maturity date

of the October Note is the twenty-four (24) month anniversary from the issuance date (the “Maturity Date”).

Upon the Maturity

Date, the Company shall pay to the holder, in cash, an amount representing all outstanding principal amount and accrued and unpaid interest

under the October Note.

The October Note bears an interest rate of ten percent (10%) per annum and may be convertible into shares of

the Company’s common stock at a fixed conversion price of $2.25 per share.

The holder of the October Note may elect to convert

part or all of the outstanding balance of the October Note from the issuance date until the Maturity Date.

The Company may prepay the

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

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.

of December 31, 2021 and 2020, the aggregate carrying values of the convertible debentures were $ 0 and $ 2,750,000 , respectively;

accrued convertible interest was $ 0 and $ 104,551 , respectively.

interest expenses in connection with the above convertible note payable were $ 193,548 and $ 240,420 for the year ended December 31, 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 December 31, 2022 and 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 $ 208,657 and $ 193,548 for the years ended December 31, 2022 and 2021, respectively.

Short-term bank loan consists of the following:

Cathay United Bank

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 $ 270,000 .

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 $ 243,750 .

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 prime rate is based on term deposit saving interest rate of Cathay United

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 $ 270,000 .

On October 1, 2018, BioLite Taiwan extended the Cathay United Loan

Agreement with the same principal amount of NT$ 7,500,000 , equivalent to $ 270,000 for one year , which was due on September 6, 2019.

September 6, 2019, BioLite Taiwan extended the Cathay United Loan Agreement with the same principal amount of NT$ 7,500,000 , equivalent

to $ 270,000 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 $ 270,000 for one year , which is due on September 6, 2021.

6, 2021, BioLite Taiwan extended the Cathay United Loan Agreement with the same principal amount of NT$ 7,500,000 , equivalent to $ 270,000

for one year , which is due on September 6, 2022.

As of December 31, 2021 and December 31, 2020, the effective interest rates per annum

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

expenses were $ 5,639 and $ 5,280 for the year ended December 31, 2021 and 2020, respectively.

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 $ 360,000 , and NT$ 10,000,000 , equivalent to $ 360,000 , respectively.

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 $ 243,750 .

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

NT$ 7,500,000 , equivalent to $ 243,750 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 $ 243,750 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 $ 243,750 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 $ 243,750 for one year , which is due on September 6, 2022.

On September 6, 2022, BioLite Taiwan extended the Cathay United Loan Agreement with the same principal amount of NT$ 7,500,000 , equivalent

to $ 243,750 for one year , and same interest rate, which is due on September 6, 2023.

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

effective interest rates per annum was 2.67 % and 2.10 %.

The loan is collateralized by the Land of BioLite Taiwan, and is also personal

guaranteed by the Company’s chairman.

Interest expenses were $ 5,960 and $ 5,639 for the

years ended December 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 $ 325,000 , and NT$ 10,000,000 , equivalent to $ 325,000 , 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.

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 $ 650,000 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 $ 650,000 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 $ 650,000 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 $ 650,000 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 $ 650,000 for six months, which is due on January 14, 2022.

On January 19, 2020, BioLite Taiwan extended the CTBC Loan Agreement

with the same principal amount of NT$ 20,000,000 , equivalent to $ 720,000 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 $ 720,000 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 $ 720,000 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 $ 720,000 for six months , which is due on January 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, 2021, BioLite Taiwan has opened a TCD account with CTBC bank to guarantee the loan going forward.

expenses were $ 12,029 and $ 11,395 for the year ended December 31, 2021 and 2020, respectively.

January 21, 2019, the Company received a loan in the amount of $ 500,000 from Cathay Bank (the “Bank”) pursuant to a business

loan agreement (the “Loan Agreement”) entered by and between the Company and Bank on January 8, 2019 and a promissory note

(the “Note”) executed by the Company on the same day.

The Loan Agreement provides for a revolving line of credit in the principal

amount of $ 1,000,000 with a maturity date (the “Maturity Date”) of January 1, 2020.

The Note executed in connection with

the Loan Agreement bears an interest rate (the “Regular Interest Rate”) equal to the sum of one percent (1%) and the prime

rate as published in the Wall Street Journal (the “Index”) and the accrued interest shall become payable each month from

February 1, 2019.

Pursuant to the Note, the Company shall pay the entire outstanding principal plus accrued unpaid interest on the Maturity

Date and may prepay portion or all of the Note before the Maturity Date without penalty.

If the Company defaults on the Note, the default

interest rate shall become five percent (5%) plus the Regular Interest Rate.

connection with the Note and Loan Agreement, on January 8, 2019, each of Dr.

Tsung Shann Jiang and Dr.

George Lee, executed a commercial

guaranty (the “Guaranty”) to guaranty the loans for the Company pursuant to the Loan Agreement and Note, severally and individually,

in the amount not exceeding $ 500,000 each until the entire Note plus interest are fully paid and satisfied.

Tsung Shann Jiang is

the Chairman and Chief Executive Officer of BioLite Holding, Inc.

George Lee serves as the Chairman of the board of directors

On December 29, 2020, the Company entered into a new loan extension agreement and assignment of deposit account with the Bank,

which allowed Dr.

The loan balances bear interest at a fixed rate of 1.68 % per

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, 2021, BioLite Taiwan has opened a TCD account with CTBC bank

to guarantee the loan going forward.

On July 14, 2022, BioLite Taiwan extended the CTBC Loan Agreement with

the same principal amount of NT$ 20,000,000 , equivalent to $ 650,000 for six months, which is due on January 14, 2023.

The loan balance bear interest at a fixed rate of 2.00 % per annum.

On January 14, 2023, BioLite Taiwan extended

the CTBC Loan Agreement with the same principal amount of NT$ 20,000,000 , equivalent to $ 650,000 for six months, which is due on July

The loan balance bear interest at a fixed rate of 2.50 % per annum.

Interest expenses were $ 12,220 and $ 12,029 for

the years ended December 31, 2022 and 2021, respectively.

On January 21, 2019, the Company received a loan

in the amount of $ 500,000 from Cathay Bank (the “Bank”) pursuant to a business loan agreement (the “Loan Agreement”)

entered by and between the Company and Bank on January 8, 2019 and a promissory note (the “Note”) executed by the Company

on the same day.

The Loan Agreement provides for a revolving line of credit in the principal amount of $ 1,000,000 with a maturity date

(the “Maturity Date”) of January 1, 2020.

The Note executed in connection with the Loan Agreement bears an interest rate

(the “Regular Interest Rate”) equal to the sum of one percent ( 1 %) and the prime rate as published in the Wall Street Journal

(the “Index”) and the accrued interest shall become payable each month from February 1, 2019.

Pursuant to the Note, the Company

shall pay the entire outstanding principal plus accrued unpaid interest on the Maturity Date and may prepay portion or all of the Note

before the Maturity Date without penalty.

If the Company defaults on the Note, the default interest rate shall become five percent ( 5 %)

plus the Regular Interest Rate.

In connection with the Note and Loan Agreement,

on January 8, 2019, each of Dr.

Tsung Shann Jiang and Dr.

George Lee, executed a commercial guaranty (the “Guaranty”) to

guaranty the loans for the Company pursuant to the Loan Agreement and Note, severally and individually, in the amount not exceeding $ 500,000

each until the entire Note plus interest are fully paid and satisfied.

Tsung Shann Jiang is the Chairman and Chief Executive Officer

of BioLite Holding, Inc.

George Lee serves as the Chairman of the board of directors of BioKey.

On December 29, 2020, the Company

entered into a new loan extension agreement and assignment of deposit account with the Bank, which allowed Dr.

Tsung Shann Jiang and

George Lee to be removed as guarantees from the list of Guaranty.

addition, on January 8, 2019, each of the Company and BioKey, a wholly-owned subsidiary of the Company, signed a commercial security

agreement (the “Security Agreement”) to secure the loans under the Loan Agreement and the Note.

Pursuant to the Security

Agreements, each of the Company and BioKey (each, a “Grantor”, and collectively, the “Grantors”) granted security

interest in the collaterals as defined therein, comprised of almost all of the assets of each Grantor, to secure such loans for the benefit

On March 31, 2020, the Company extended the Loan Agreement with the same term for seven months, which is due on October

On April 8, 2020 and October 3, 2020, the Company repaid an aggregated principal amount of $ 350,000 .

On December 3, 2020, The

Company renewed the Loan Agreement with the principal amount of $ 650,000 for ten months , which is due on October 31, 2021.

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 December 31, 2021.

expenses were $ 18,143 and $ 53,992 for the year ended December 31, 2021 and 2020, respectively.

In addition, on January 8, 2019, each of the

Company and BioKey, a wholly-owned subsidiary of the Company, signed a commercial security agreement (the “Security Agreement”)

to secure the loans under the Loan Agreement and the Note.

Pursuant to the Security Agreements, each of the Company and BioKey (each,

a “Grantor”, and collectively, the “Grantors”) granted security interest in the collaterals as defined therein,

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

On March 31, 2020, the Company

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

On April 8, 2020 and October 3, 2020,

the Company repaid an aggregated principal amount of $ 350,000 .

On December 3, 2020, The Company renewed the Loan Agreement with the principal

amount of $ 650,000 for ten months, which is due on October 31, 2021.

On September 24, 2021, the Cathay Bank has increased the line of

credit to $ 1,000,000 from $ 650,000 .

The Loan Agreement was further extended and due on December 31, 2022.

The outstanding loan balance

was $ 1,000,000 as of December 31, 2022.

On February 23, 2023, the bank loan from Cathay Bank was fully repaid.

Interest expenses were $ 46,957 and $ 18,143 for

the years ended December 31, 2022 and 2021, respectively.

PAYCHECK PROTECTION PROGRAM LOAN PAYABLE

April 14, 2020, the Company received a loan in the amount of $ 124,400 under the Paycheck Protection Program (“PPP”) administered

by the United States Small Business Administration (the “SBA”) from East West Bank.

According to the Coronavirus Aid, Relief,

and Economic Security Act (the “Cares Act”), PPP loan provides for forgiveness of up to the full principal amount and accrued

interest if the funds are used for payroll costs, interest on mortgages, rent, and utilities.

However, at least 60 % of the forgiven amount

must have been used for payroll.

loan was granted pursuant to a promissory note dated April 14, 2020 issued by the Company, which matures on April 13, 2022 and bears

interest at a rate of 1.00 % per annum.

The Company will pay the principal in one payment of all outstanding principal plus all accrued

unpaid interest on that date that is two years after the date of the promissory note.

In addition, the Company will pay regular monthly

payments in an amount equal to one month’s accrued interest commencing on the date that is seven months after the date of the promissory

note, with all subsequent interest payments to be due on the same day of each month after that.

No collateral or personal guarantees

are required.

January 29, 2021, BioKey received a loan in the amount of $ 132,331 under the Paycheck Protection Program administered by the United States

Small Business Administration from East West Bank.

According to the Coronavirus Aid, Relief, and Economic Security Act, PPP loan provides

for forgiveness of up to the full principal amount and accrued interest if the funds are used for payroll costs, interest on mortgages,

rent, and utilities.

However, at least 60 % of the forgiven amount must have been used for payroll.

The loan was granted pursuant to a

promissory note dated January 27, 2021 issued by the Company, which matures on January 28, 2026 and bears interest at a rate of 1.00 %

The Company will pay the principal in one payment of all outstanding principal plus all accrued unpaid interest on that date

that is five years after the date of the promissory note.

On April 14, 2020, the Company received a loan

in the amount of $ 124,400 under the Paycheck Protection Program (“PPP”) administered by the United States Small Business

Administration (the “SBA”) from East West Bank.

According to the Coronavirus Aid, Relief, and Economic Security Act (the

“Cares Act”), PPP loan provides for forgiveness of up to the full principal amount and accrued interest if the funds are

used for payroll costs, interest on mortgages, rent, and utilities.

However, at least 60 % of the forgiven amount must have been used

The loan was granted pursuant to a promissory

note dated April 14, 2020 issued by the Company, which matures on April 13, 2022 and bears interest at a rate of 1.00% per annum.

Company will pay the principal in one payment of all outstanding principal plus all accrued unpaid interest on that date that is two

years after the date of the promissory note.

In addition, the Company will pay regular monthly payments in an amount equal to one month’s

accrued interest commencing on the date that is seven months after the date of the promissory note, with all subsequent interest payments

to be due on the same day of each month after that.

No collateral or personal guarantees are required.

February 7, 2021, the Company received a loan in the amount of $ 104,167 under the Paycheck Protection Program administered by the United

States Small Business Administration from Cathay Bank.

According to the Coronavirus Aid, Relief, and Economic Security Act, PPP loan

provides for forgiveness of up to the full principal amount and accrued interest if the funds are used for payroll costs, interest on

mortgages, rent, and utilities.

However, at least 60 % of the forgiven amount must have been used for payroll.

The loan was granted pursuant

to a promissory note dated February 7, 2021 issued by the Company, which matures on February 6, 2026 and bears interest at a rate of

1.00 % per annum.

The Company will pay the principal in one payment of all outstanding principal plus all accrued unpaid interest on that

date that is five years after the date of the promissory note.

On January 29, 2021, BioKey received a loan in

the amount of $ 132,331 under the Paycheck Protection Program administered by the United States Small Business Administration from East

According to the Coronavirus Aid, Relief, and Economic Security Act, PPP loan provides for forgiveness of up to the full principal

amount and accrued interest if the funds are used for payroll costs, interest on mortgages, rent, and utilities.

However, at least 60 %

of the forgiven amount must have been used for payroll.

The loan was granted pursuant to a promissory note dated January 27, 2021 issued

by the Company, which matures on January 28, 2026 and bears interest at a rate of 1.00% per annum.

The Company will pay the principal

in one payment of all outstanding principal plus all accrued unpaid interest on that date that is five years after the date of the promissory

No collateral or personal guarantees are required.

loan Forgiveness

February 27, 2021, the Company submitted all required documents, such as application form and use of funds, to East West Bank for

the application of forgiveness.

The PPP loan 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.

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.

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

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

As of December 31, 2021 and 2020, the balance due to this individual amounted to $ 0 and $ 106,800 , respectively.

Interest expense

was $ 8,592 and $ 12,204 for the year ended December 31, 2021 and 2020, respectively.

On February 7, 2021, the Company received a loan

in the amount of $ 104,167 under the Paycheck Protection Program administered by the United States Small Business Administration from

According to the Coronavirus Aid, Relief, and Economic Security Act, PPP loan provides for forgiveness of up to the full

principal amount and accrued interest if the funds are used for payroll costs, interest on mortgages, rent, and utilities.

least 60 % of the forgiven amount must have been used for payroll.

The loan was granted pursuant to a promissory note dated February 7,

2021 issued by the Company, which matures on February 6, 2026 and bears interest at a rate of 1.00 % per annum.

The Company will pay the

principal in one payment of all outstanding principal plus all accrued unpaid interest on that date that is five years after the date

of the promissory note.

No collateral or personal guarantees are required.

PPP loan Forgiveness

On February 27, 2021, the Company submitted all

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.

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 December

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.

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

As of December 31, 2022 and 2021, the balance

due to this individual amounted to both $ 0 .

Interest expense was $ 0 and $ 8,592 for the years ended December 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 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 totaling $ 102,272 has been repaid in full.

Accrued interest expense was $ 0 and $ 1,302 as of December 31,

2021 and 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 totaling $ 102,272

has been repaid in full.

Accrued interest expense were both $ 0 as of December 31, 2022 and 2021, respectively.

RELATED PARTIES TRANSACTIONS

related parties of the company with whom transactions are reported in these financial statements are as follows:

The related parties of the company with whom

transactions are reported in these financial statements are as follows:

of entity or Individual

54 unchanged sentences

Entity controlled by controlling beneficiary shareholder of ABVC

receivable - related parties

receivable due from related parties consisted of the following as of the periods indicated:

BioHopeKing Corporation

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

Accounts receivable due from related parties

consisted of the following as of the periods indicated:

GenePharm Inc.

from related parties

due from related parties consisted of the following as of the periods indicated:

Due from related parties

Amount due from related parties consisted of

the following as of the periods indicated:

Due from related party- Current

Due from related parties- Noncurrent

BioFirst (Australia)

1 unchanged sentence

BioLite Japan

(1) As of December 31, 2021 and 2020, due from Rgene amounted to $ 49,110 and $ 42,911 ,respectively.

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 December 31, 2021, and December 31, 2020, the outstanding loan balance was $ 33,520 and $ 31,684 ;

and accrued interest was $ 13,701 and $ 11,227 , respectively.

On January 1, 2021, BioLite Taiwan entered into a consultant services agreement with Rgene, of which the amount due from Rgene was $ 1,889 for the year ended December 31, 2021.

(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.

The loan has been repaid in full during the year of 2021.

As of December 31, 2021 and 2020, the outstanding loan balance was $ 0 and $ 3,560 , and accrued interest was $ 0 and $ 681 , respectively.

(3) On November 2, 2021, November 12, 2021 and December 20, 2021, the Company and BioFirst entered into loan agreements for a total amount of $45,000, $140,000, and $280,000, respectively, to meet its working capital needs.

The loan will be matured on November 1, 2022, November 11, 2022, and December 19, 2022, respectively, all with an interest rate of 6.5% per annum.

As of December 31, 2021, and December 31, 2020, the outstanding loan balance was $ 465,000 and $ 0 ;

and accrued interest was $ 3,435 and $ 0 , respectively.

(4) 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.

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

(1) As of December 31, 2021, due from Rgene amounted

to $ 49,110 .

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 December 31, 2021, the outstanding loan balance was $ 33,520 ;

and accrued interest was $ 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 $ 1,889

for the year ended December 31, 2021.

On June 16, 2022, the Company entered into a one-year convertible loan

agreement with Rgene, 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.

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.

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.

As of December 31, 2022, the outstanding loan balance was $ 500,000 ;

and accrued interest was $ 13,819 .

(2) 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,

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.

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.

As of December 31, 2021 and 2020, the aggregate amount of outstanding loan and accrued interest was $ 491,816 and $ 373,235 , respectively.

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 December 31, 2022 and 2021, the aggregate amount of outstanding loan

and accrued interest was $ 1,028,556 and $ 491,816 , respectively.

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).

2 unchanged sentences

As of December 31, 2022 and 2021, due from BHK was $ 112,822 and $ 124,972 , respectively.

(6) 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 December 31, 2021 and 2020, the outstanding advance balances was $ 675 and $ 675 , respectively.

(7) 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.

(4) 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

As of December 31, 2022 and 2021, the outstanding advance balances was $ 0 and $ 150,000 , respectively.

(8) 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 December 31, 2021 and 2020, the outstanding loan balance was $ 1,610 and $ 1,610 , respectively.

to related parties

due to related parties consisted of the following as of the periods indicated:

The outstanding balance was

reclassified as prepayment for long-term investments due to the debt-to-equity agreement with BioLite Japan, while format document is

pending to be executed.

Due to related parties

Amount due to related parties consisted of the

following as of the periods indicated:

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 December 31, 2021 and 2020, the aggregate amount of outstanding balance and accrued interest is $ 40,878 and $ 23,647 , respectively.

As of December 31, 2022 and 2021, the aggregate amount of outstanding balance and accrued interest is $ 188,753 , a combination of $ 147,875 from loan, and $ 40,878 from expense-sharing, and $ 40,878 , respectively.

(2) As of December 31, 2022 and 2021, BioFirst (Australia) has advanced the Company an aggregate amount of $ 275,901 and $ 132,443 , respectively for new project purpose.

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

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

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

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

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

4 unchanged sentences

As of December 31, 2022 and 2021, the outstanding principal and accrued interest was $ 151,450 and $ 168,131 , respectively.

Interest expenses in connection with these loans were $ 22,779 and $ 21,520 for the year ended December 31, 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 $ 72,705 as of December 31, 2021 and 2020, respectively.

This loan bears interest rate of 1.5 % per annum, and the loan with interest has been repaid in full during the year ended December 31, 2021.

February 8, 2016, a Share Exchange Agreement (“Share Exchange Agreement”) was entered into by and among the Company,

BriVision, Euro-Asia Investment & Finance Corp.

Limited, a company incorporated under the laws of Hong Kong Special Administrative

Region of People’s Republic of China (“Euro-Asia”), being the owners of record of 164,387,376 ( 52,336,000 pre-stock

split) shares of Common Stock of the Company, and the owners of record of all of the issued share capital of BriVision (the “BriVision

Pursuant to the Share Exchange Agreement, upon surrender by the BriVision Shareholders and the cancellation by BriVision

of the certificates evidencing the BriVision Stock as registered in the name of each BriVision Shareholder, and pursuant to the registration

of the Company in the register of members maintained by BriVision as the new holder of the BriVision Stock and the issuance of the certificates

evidencing the aforementioned registration of the BriVision Stock in the name of the Company, the Company should issue 166,273,921 ( 52,936,583

pre-stock split) shares (the “Acquisition Stock”) (subject to adjustment for fractionalized shares as set forth below)

of the Company’s Common Stock to the BriVision Shareholders (or their designees), and 163,159,952 ( 51,945,225 pre-stock split)

shares of the Company’s Common Stock owned by Euro-Asia should be cancelled and retired to treasury.

The Acquisition Stock collectively

should represent 79.70 % of the issued and outstanding Common Stock of the Company immediately after the Closing, in exchange for the

BriVision Stock, representing 100 % of the issued share capital of BriVision in a reverse merger, or the Merger.

Pursuant to the Merger,

all of the issued and outstanding shares of BriVision’s Common Stock were converted, at an exchange ratio of 0.2536-for-1, into

an aggregate of 166,273,921 ( 52,936,583 pre-stock split) shares of Company’s Common Stock and BriVision became a wholly owned subsidiary,

of the Company.

The holders of Company’s Common Stock as of immediately prior to the Merger held an aggregate of 205,519,223 ( 65,431,144

pre-stock split) shares of Company’s Common Stock, Because of the exchange of the BriVision Stock for the Acquisition Stock

(the “Share Exchange”), BriVision became a wholly owned subsidiary (the “Subsidiary”) of the Company and

there was a change of control of the Company following the closing.

There were no warrants, options or other equity instruments

issued in connection with the share exchange agreement.

February 17, 2016, pursuant to the 2016 Equity Incentive Plan (the “2016 Plan”), 157,050 ( 50,000 pre-stock split) shares

were granted to the employees.

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.

May 6, 2016, the Company and BioLite Taiwan agreed to amend the BioLite Collaborative Agreement, through entry into the Milestone Payment

Agreement, whereby the Company has agreed to issue shares of Common Stock of the Company, at the price of $1.60 per share, for an aggregate

number of 562,500 shares, as part of the Company’s first installation of payment pursuant to the Milestone Payment.

issuance was completed in June 2016.

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”), pursuant to Regulation S of the Securities Act promulgated thereunder.

The purchase price per share

of the Offering is $1.60.

The net proceeds to the Company from the Offering are approximately $2,350,000.

Pursuant to the BioLite Collaborative

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

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

issued shares of the Company’s Common Stock, at the price of $2.0 per share, for an aggregate number of 2,925,000 shares.

the consummation of the restructuring transaction between the Company and BioLite on February 8, 2019, the Company’s Common Stock

held by BioLite Taiwan was accounted for treasury stocks in the statement of equity (deficit).

On February 8, 2019, after the Merger,

the Company issued 74,997,546 shares to the shareholders of BioLite and 29,561,231 shares to the shareholders of BioKey.

May 3, 2019, the Company filed a Certificate of Amendment with the Secretary of State of Nevada, which was effective May 8, 2019 upon

its receipt of the written notice from Financial Industry Regulatory Authority (“FINRA”).

Pursuant to the Certificate of

Amendment, the Company effectuated a 1-for-18 reverse stock split of its issued and outstanding shares of common stock, $0.001 par value,

whereby 318,485,252 outstanding shares of the Company’s common stock were exchanged for 17,693,625 shares of the Company’s

Common Stock.

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.

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).

July 24, 2017, BriVision entered into a collaborative agreement (the “BioFirst Collaborative Agreement”) with BioFirst (See

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.

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

the year ended December 31, 2019, the Company entered into service agreements with Euro-Asia Investment & Finance Corp Ltd.

party), Ever Adventure inv.

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

party) for the maintenance of the listing in the U.S.

stock exchange market, investor relations, and business development.

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 December 31, 2021 and 2020,

stock subscription receivable was $ 2,257,400 and $ 3,160,360 , respectively.

August, 2019, the Company entered into several Conversion Agreements to all creditors that are listed under below table of “due

to related parties” in consideration for a total of $ 4,872,340 owed by the Company to various creditors based on outstanding loan

Under the Conversion Agreements, creditor agrees to convert the amount of debt into the Company’s common stock at a

price of $ 7.00 per share.

Arts Promotion Inc

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.

July 8, 2020, the Company entered an agreement with View Trade Securities Inc.

(“ViewTrade”) to engage ViewTrade as the placement

agent and the Company’s advisor/consultant with respect to its ongoing capital events.

Pursuant to the agreement, the Company

agreed to pay View Trade 60,000 restricted common shares of the Company and 60,000 warrants to purchase common shares of the Company

at an exercise price of $6 per share for a period of 5 years with cashless exercise provision.

As of December 31, 2020, the Company has

issued 60,000 shares of common stock to ViewTrade for the consulting 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.

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.

Interest expenses in connection with these loans were $ 21,378 and $ 22,779 for the years ended December 31, 2022 and 2021, respectively.

Revenue from related party

Income tax expense for the years ended

December 31, 2022 and 2021 consisted of the following:

Total Current

Total Deferred

$ ( 187,055 )

Total provision for income taxes

$ ( 186,255 )

Deferred tax assets (liability) as of December 31, 2022

and December 31, 2021 consist approximately of:

Loss on impairment of Assets

Net operating loss carryforwards

Tax credit of investment

Operating lease liabilities

Operating lease assets

Deferred tax assets, Gross

Valuation allowance

( 6,459,474 )

( 3,259,028 )

Deferred tax assets, net

On July 8, 2020, the Company entered an agreement

with View Trade Securities Inc.

(“ViewTrade”) to engage ViewTrade as the placement agent and the Company’s advisor/consultant

with respect to its ongoing capital events.

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

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

of 5 years with cashless exercise provision.

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

for the consulting 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

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.

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.

the year ended December 31, 2020, the Company entered into a consulting agreement with a service provider for consulting and advisory

services, pursuant to which the Company agreed to pay the service fee by issuing 50,000 shares of unrestricted common shares, valued

at the closing price of $ 2.9 per share on the grant date.

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

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.

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.

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:

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.

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.

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.

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

July 2021, 1,111,112 shares of the Company’s 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).

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

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.

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 .

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 share.

Pursuant to these exercises, the Company issued an aggregate

of 673,605 shares of Common Stock.

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 date.

In July 2021, 1,111,112 shares of the Company’s

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;

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

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

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 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.

As of December 31, 2022, these warrants have

been issued but not exercised.

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.

On December 1, 2022, the Company issued 125,000

and 100,000 common shares to Euro-Asia Investment & Finance Corp Ltd.

and Thalia Media Ltd.

for consulting and advisory services.

STOCK OPTIONS

October 30, 2020, the Company issued an aggregate of 545,182 shares of common stock in lieu of unpaid salaries of certain employees and

unpaid consulting fees under the 2016 Equity Incentive Plan, as amended, at a conversion price of $ 2 per share;

the total amount of converted

salaries and consulting fees was $ 1,090,361 .

On November 21, 2020, the Company entered into acknowledgement agreements

and stock option purchase agreements with these employees and consultant;

pursuant to which the Company granted stock options to purchase

545,182 shares of the Company’s common stock in lieu of common stock.

The options were vested at the grant date and become exercisable

for 10 years from the grant date.

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.

On October 30, 2020, the Company issued an aggregate

of 545,182 shares of common stock in lieu of unpaid salaries of certain employees and unpaid consulting fees under the 2016 Equity Incentive

Plan, as amended, at a conversion price of $ 2 per share;

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

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

employees and consultant;

pursuant to which the Company granted stock options to purchase 545,182 shares of the Company’s common

stock in lieu of common stock.

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

issued and outstanding as of December 31, 2021, and their activities during the year then ended are as follows:

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.

The options were vested

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

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 December 31,

2022, these stock options have not been granted.

Options issued and outstanding as of December 31, 2022, and their activities

during the year then ended are as follows:

Outstanding as of January 1, 2022

1 unchanged sentence

Exercisable as of December 31, 2022

Vested and expected to

fair value of stock options granted for the year ended December 31, 2021 and 2020 was calculated using the Black-Scholes option-pricing

model applying the following assumptions:

Vested and expected to vest

The fair value of stock options granted for the

years ended December 31, 2022 and 2021 was calculated using the Black-Scholes option-pricing model applying the following assumptions:

Risk free interest rate

2 unchanged sentences

Expected volatility

Company granted options to purchase 545,182 and 1,280,002 shares of common stock to employees and certain consultants

during the years ended December 31, 2021 and 2020, respectively.

The weighted average grant date fair value

of options granted during the years ended December 31, 2021 and 2020 was $ 2.09 and $ 3.13 , respectively.

2,979,264 options available for grant under the 2016 Equity Incentive Plan as of December 31, 2020.

Compensation costs associated

with the Company’s stock options are recognized, based on the grant-date fair values of these options over vesting period.

the Company recognized stock-based compensation expense of $2,675,205 and $1,706,419 for the years ended December 31, 2021 and 2020,

The Company granted options to purchase 761,920 and 1,280,002 shares

of common stock to employees and certain consultants during the years ended December 31, 2022 and 2021, respectively.

weighted average grant date fair value of options granted during the years ended December 31, 2022 and 2021 was $ 1.63 and

$ 2.09 , respectively.

There are 3,860,211 options available for grant under the 2016 Equity Incentive Plan as of December 31, 2022.

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 $ 1,241,930 and $ 2,675,205 for the years

ended December 31, 2022 and 2021, respectively.

As of December 31, 2022 and 2021, there were no unvested options.

There were no options exercised during the years ended

December 31, 2021 and 2020.

There were no options

exercised during the years ended December 31, 2022 and 2021.

LOSS PER SHARE

loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the year.

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 year ended December 31, 2021 and 2020.

the Year Ended

Net loss attributable to ABVC’s

common stockholders

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 years ended December 31, 2022

For the Year Ended

Net loss attributable to ABVC’s common stockholders

$ ( 16,423,239 )

1 unchanged sentence

Weighted-average shares outstanding:

Weighted-average shares

outstanding - Basic

Weighted-average shares outstanding - Basic

Stock options

Weighted-average shares

outstanding - Diluted

Weighted-average shares outstanding - Diluted

Loss per share

loss per share takes into account the potential dilution that could occur if securities or other contracts to issue Common Stock were

exercised and converted into Common Stock.

Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach,

electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard

on January 1, 2019.

Company applied the following practical expedients in the transition 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

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.

Diluted loss per share takes into account the

potential dilution that could occur if securities or other contracts to issue Common Stock were exercised and converted into Common Stock.

The Company adopted FASB Accounting Standards

Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that

allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019.

The Company applied the following practical expedients in the transition

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

Use of hindsight:

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

new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and

lease liabilities.

ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities

represent the Company’s obligation to make lease payments arising from the leases.

Operating lease ROU assets and operating lease

liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date.

Company’s future minimum based payments used to determine the Company’s lease liabilities mainly include minimum based rent

As most of Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate

based on the information available at commencement date in determining the present value of lease payments.

Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing

operating leases longer than twelve months.

The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances

of accrued and prepaid rent, unamortized lease incentives provided by lessors, and restructuring liabilities.

Operating lease cost is

recognized as a single lease cost on a straight-line basis over the lease term and is recorded in Selling, general and administrative

Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense

in the period when the changes in facts and circumstances on which the variable lease payments are based occur.

Company has no finance leases.

The Company’s leases primarily include various office and laboratory spaces, copy machine, and vehicles

under various operating lease arrangements.

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

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

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

of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities.

ROU assets represent the

Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to

make lease payments arising from the leases.

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

value and future minimum lease payments over the lease term at commencement date.

The Company’s future minimum based payments used

to determine the Company’s lease liabilities mainly include minimum based rent payments.

As most of Company’s leases do not

provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement

date in determining the present value of lease payments.

The Company recognized lease liabilities, with

corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months.

The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, unamortized

lease incentives provided by lessors, and restructuring liabilities.

Operating lease cost is recognized as a single lease cost on a straight-line

basis over the lease term and is recorded in Selling, general and administrative expenses.

Variable lease payments for common area maintenance,

property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which

the variable lease payments are based occur.

The Company has no finance leases.

The Company’s

leases primarily include various office and laboratory spaces, copy machine, and vehicles under various operating lease arrangements.

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

Operating lease right-of-use assets

1 unchanged sentence

Operating lease liabilities (noncurrent)

following provides details of the Company’s lease expenses:

Supplemental Information

The following provides details of the Company’s

lease expenses:

Operating lease expenses

information related to leases is presented below:

Cash paid for amounts included in

the measurement of operating lease liabilities

Other information related to leases is presented

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

Weighted Average Remaining Lease Term:

2 unchanged sentences

Operating leases

minimum future annual payments under non-cancellable leases during the next five years and thereafter, at rates now in force, are as

The minimum future annual payments under non-cancellable

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

Operating leases

Total future minimum lease payments, undiscounted

Imputed interest

Present value of future

minimum lease payments

BUSINESS COMBINATION

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.

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

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:

Common Stock (*)

Allocation of the purchase price:

Cash and cash equivalents

Accounts receivable, net

Property and equipment, net

Operating lease right-of-use assets

Security deposits

Total assets acquired

Accounts payable

Accrued expenses and other current liabilities

Operating lease liability

Tenant security deposit

Total liabilities assumed

Total net assets acquired

Goodwill as a result of

* 29,561,231 shares ( 1,642,291 after stock reverse split) of common stock of the Company was issued to BioKey in connection with the Merger.

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

February 8, 2019, the Company has recorded a 100 % goodwill write-down of $ 43,647,626 .

Goodwill was determined to have been impaired because

of the current financial condition of the Company and the Company’s inability to generate future operating income without substantial

sales volume increases, which are highly uncertain.

Furthermore, the Company’s anticipated future cash flows indicate that the

recoverability of goodwill is not reasonably 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.

Present value of future minimum lease payments

COMMITMENTS AND CONTINGENCIES

The Company is party to a lawsuit filed on October

12, 2022, by its former Chief Financial Officer, Chihliang An (“Plaintiff”), in the Superior Court of California In and For

the County of Alameda (Case No.

22cv019544) (the “Employment Action”), which seeks an award of monetary damages, including,

(1) unpaid wages;

(2) Company common stock;

(3) stock options;

(4) penalties pursuant to Labor Code § 203;

and any other and further

relief the Court deems necessary.

Plaintiff’s Complaint alleges four (4) causes of action against the Company.

The Complaint alleges

claims for (1) breach of written contract;

(2) breach of oral contract;

(3) failure to pay wages;

and (4) failure to pay wages upon termination.

The Company filed its Answer to Plaintiff’s Complaint on December 5, 2022.

The Company is currently participating in discovery.

However, the Company continues to believe that Plaintiff’s claims have no merit.

As such, the Company will continue to vigorously

defend against Plaintiff’s claims in the Employment Action.

SUBSEQUENT EVENTS

Company entered into a Collaborative Agreement with BioLite, Inc., a company incorporated under the laws of Taiwan, and a subsidiary

of the Company, (“BioLite”) on December 29, 2015, and then entered into two addendums to such agreement (as amended and revised,

(the “Agreement”)).

to the Agreement, the Company acquired the sole licensing rights to develop and commercialize for therapeutic purposes six compounds

from BioLite.

In accordance with the terms of the Agreement, the Company shall pay BioLite (i) milestone payments of up to $100 million

in cash and equity of the Company or equity securities owned by it at various stages on a schedule dictated by BioLite’s achievements

of certain milestones, as set forth in the Agreement (the “Milestone Payments”) and (ii) a royalty payment equal to 5% of

net sales of the drug products when ABV-1501 is approved for sale in the licensed territories.

If BioLite fails to reach any of the milestones

in a timely manner, it may not receive the rest of the payments from the Company.

According to the Agreement, after Phase II clinical

trials are completed, 15% of the Milestone Payment becomes due and shall be paid in two stages:

(i) 5% no later than December 31, 2021

(the “December 2021 Payment”) and (ii) 10% no later than December 31, 2022.

On February 12, 2022, the Company’s Board

of Directors determined that the December 2021 Payment, which is equal to $5,000,000, shall be paid via the cancellation of certain outstanding

debt, in the amount of $5,000,000, that BioLite owes the Company as of December 31, 2021.

On February 22, 2022, the parties entered into

an amendment to the Agreement allowing the Company to make all payments due under the Agreement via the forgiveness of debt, in equal

value, owed by BioLite to the Company.

was a related party transaction and was conducted at arm’s length.

In addition to the Company’s board of directors approving

the modification of terms of the Agreement, the Company’s audit committee approved them too.

The Board believes it is in the Company’s

best interest to cancel outstanding debt and apply it to the December 2021 Payment.

such approval, the Company and BioLite entered into an amendment to the Agreement reflecting the modified payment method.

Company also issued an aggregate of 1,306,007 shares of common stock to consultants, who provided consulting services in January 2022;

it issued an additional 75,000 shares to another consultant in March 2022, based on the 6-month consulting and advisory services agreement,

with a monthly payment of USD $ 15,000 .

Company has evaluated subsequent events through the date which the financial statements were available to be issued.

All subsequent events

requiring recognition as of December 31, 2021 have been incorporated into these financial statements and there are no other subsequent

events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On January 3, 2023, the Company issued 223,411 common shares to a consultant

for providing consulting services on listing to NASDAQ in 2021.

On January 14, 2023, BioLite Taiwan extended the

CTBC Loan Agreement with the same principal amount of NT$ 20,000,000 , equivalent to $ 650,000 for six months, which is due on July 14, 2023.

On February 23, 2023, the Company entered into

a securities purchase agreement with Lind Global Fund II, LP (“Lind”), pursuant to which the Company issued Lind a secured,

convertible note in the principal amount of $ 3,704,167 , for a purchase price of $ 3,175,000 , that is convertible into shares of the Company’s

common stock at an initial conversion price of $ 1.05 per share, subject to adjustment.

The Company also issued Lind a common stock purchase

warrant to purchase up to 5,291,667 shares of the Company’s common stock at an initial exercise price of $ 1.05 per share, subject

to adjustment.

Subsequently on February 23, 2023, the bank loan from Cathay Bank was fully repaid.

The Company has assessed all events from December

31, 2022, up through March 31, 2023, which is the date that these consolidated financial statements are available to be issued, Other

than the events disclosed above, no other subsequent events have occurred that would require recognition or disclosure in the Company's

consolidated financial statements.

CHANGES IN AND DISAGREEMENTS WITH

ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Previous Independent Registered Public Accounting

On October 18, 2022, the Company’s Audit

Committee accepted and approved the resignation of the Company’s auditor, KCCW Accountancy Corp.

(the “Former Auditor”)

as the Company’s independent registered public accounting firm.

The reports of the Former Auditor on the Company’s

consolidated financial statements as of and for the fiscal years ended December 31, 2021 and 2020 did not contain an adverse opinion

or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principle.

During fiscal years ended December 31, 2021 and

2020, and the subsequent interim period through October 17, 2022, there were no disagreements as described under Item 304(a)(1)(iv) of

Regulation S-K with Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope

or procedure, which disagreements, if not resolved to Former Auditor’s satisfaction, would have caused Former Auditor to make reference

to the subject matter thereof in connection with its reports on the financial statements of the Company for such years.

during the fiscal years ended December 31, 2021 and 2020, and the subsequent interim period through October 17, 2022, there were no reportable

events as described under Item 304(a)(1)(v) of Regulation S-K.

New Independent Registered Public Accounting

Effective as of October 18, 2022, the Company

engaged WWC P.C.

CPA (“WWC”) as its independent registered public accounting firm for the Company’s fiscal year ended

December 31, 2022.

The decision to engage the New Auditor as the Company’s independent registered public accounting firm was approved

by the Audit Committee of the Board of Directors and the Board of Directors of the Company.

During the two fiscal years ended December 31,

2021 and the subsequent interim period through October 17, 2022, neither the Company nor anyone acting on its behalf has consulted with

WWC with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type

of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was

provided to us by WWC that was an important factor considered by us in reaching a decision as to any accounting, auditing or financial

reporting issue, or (ii) any other matter that was the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K and

the related instructions to Item 304 of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

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-K

Item 8. Financial Statements and Supplementary Data