What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-05-15 compared with 2022-11-14 · 1214 added, 1915 removed, 377 unchanged (89% of the section changed)

Financial Statements.

ABVC BIOPHARMA, INC.

CONSOLIDATED BALANCE SHEETS

September 30,

BIOPHARMA, INC.

AND SUBSIDIARIES

BALANCE SHEETS

March 31, 2023

December 31, 2022

Current Assets

4 unchanged sentences

Due from related party – current

Inventory, net

Short-term Investment

3 unchanged sentences

Operating lease right-of-use assets

Goodwill, net

Long-term investments

14 unchanged sentences

Operating lease liability – noncurrent portion

Convertible notes payable – third parties

Total Liabilities

1 unchanged sentence

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, 32,632,329 and 28,926,322 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively

Common stock, $ 0.001 par value, 100,000,000 authorized, 33,080,740 and 32,857,329 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively

Additional paid-in capital

12 unchanged sentences

Total Liabilities and Equity

The accompanying notes

are an integral part of these unaudited consolidated financial statements.

ABVC BIOPHARMA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

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

BIOPHARMA, INC.

AND SUBSIDIARIES

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Three months Ended

September 30,

Nine Months Ended

September 30,

Cost of revenues

7 unchanged sentences

( 6,218,721 )

( 11,981,422 )

( 5,258,814 )

Other income (expense)

2 unchanged sentences

Operating sublease income

Operating sublease income – related parties

Gain/Loss on foreign exchange changes

Gain/Loss on investment in equity securities

Other (expense) income

Government grant income

Total other income (expenses)

Total other income

Loss before provision income tax

1 unchanged sentence

( 6,174,482 )

( 11,976,568 )

( 5,320,778 )

Provision for income tax

1 unchanged sentence

( 6,087,615 )

( 11,811,472 )

( 5,134,523 )

Net loss attributable to noncontrolling interests

2 unchanged sentences

( 5,995,440 )

( 11,559,301 )

( 4,906,559 )

Foreign currency translation adjustment

2 unchanged sentences

$ ( 6,108,779 )

$ ( 11,985,880 )

$ ( 4,489,701 )

Net loss per share:

Basic and diluted

Weighted average number of common shares outstanding:

Weighted average shares used in computing net loss per share of common stock:

Basic and diluted

The accompanying notes are an integral part

of these unaudited consolidated financial statements.

ABVC BIOPHARMA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

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

BIOPHARMA, INC.

AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

Three months Ended

Cash flows from operating activities

3 unchanged sentences

Stock-based compensation for non-employees

Gain/Loss on investment in equity securities

Government grant income

Provision for doubtful accounts

Other non-cash income and expenses

3 unchanged sentences

Decrease (increase) in due from related parties

( 1,434,353 )

Increase (decrease) in inventory

Increase (decrease) in accounts payable

Increase (decrease) in accrued expenses and other current liabilities

Increase (decrease) in advance from others

Increase (decrease) in due to related parties

4 unchanged sentences

Purchase of equipment

Purchase of investment

Purchase of property, plant and equipment

Prepayment for equity investment

( 1,518,793 )

( 1,104,609 )

Net cash used in investing activities

( 1,638,396 )

( 1,232,812 )

Cash flows from financing activities

Issuance of common stock

Payment for offering costs

Proceeds from short-term loan

Repayment of convertible notes

Repayment of short-term loan

Repayment of notes payable

Proceeds from long-term loans

Repayment of long-term bank loans

Proceeds from convertible notes payable – third parties

Repayment of short-term loans

( 1,000,000 )

Net cash provided by (used in) financing activities

7 unchanged sentences

Income taxes paid

The accompanying notes are an integral part

of these unaudited consolidated financial statements.

ABVC BIOPHARMA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

30, 2022 AND 2021

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

BIOPHARMA, INC.

AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

Comprehensive

3 unchanged sentences

$ ( 9,100,000 )

$ ( 776,273 )

of common shares for consulting service

based compensation

7 unchanged sentences

$ ( 9,100,000 )

of common shares for consulting service

based compensation

loss for the period

( 1,971,566 )

( 2,052,956 )

transaction adjustments

at June 30, 2021

Comprehensive

at December 31, 2022

$ ( 1,354,440 )

1 unchanged sentence

$ ( 9,100,000 )

of common shares for cash

of common shares for debt conversion

of common shares for consulting service

based compensation

3 unchanged sentences

transaction adjustments

at September 30, 2021

$ ( 2,483,140 )

at March 31, 2023

$ ( 1,128,700 )

1 unchanged sentence

$ ( 9,100,000 )

Treasury Stock

Comprehensive

Balance at December 31, 2021

Issuance of common shares for consulting service

Stock based compensation

Net loss for the period

Cumulative transaction adjustments

Balance at March 31, 2022

Issuance of common shares for cash

Stock based compensation

Net loss for the period

Cumulative transaction adjustments

Balance at June 30, 2022

Issuance of common shares for consulting service

Stock based compensation

Net loss for the period

Cumulative transaction adjustments

Balance at September 30, 2022

The accompanying notes are an integral part

of these unaudited consolidated financial statements.

ABVC BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

BIOPHARMA, INC.

AND SUBSIDIARIES

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.

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.

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.

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

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.

(“BioLite”), BioKey, Inc.

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

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

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

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

the shareholders of BioLite and BioKey.

Pursuant to the terms of the Merger Agreement,

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 unaudited financial statements have been prepared

in conformity with U.S.

(“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.

The accompanying unaudited 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 statements.

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 nine months ended September 30, 2022, the Company reported net loss of $ 11,811,472 .

As of September 30,

2022, the Company’s working capital deficit was $ 991,230 .

In addition, the Company had net cash outflows of $ 6,937,322 from operating

activities for the nine months ended September 30, 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 of 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.

The going concern

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

financial statements.

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 three months ended March 31, 2023, the Company reported net loss of $ 1,897,230 .

of March 31, 2023, the Company’s working capital deficit was $ 1,594,879 .

In addition, the Company had net cash outflows of $ 1,497,633

from operating activities for the three months ended March 31, 2023.

These conditions give rise to substantial doubt as to whether the

Company will be able to continue as a going concern.

plan is to continue improve operations to generate positive cash flows and raise additional capital through private of 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

Basis of Presentation

The unaudited interim consolidated financial statements do not include

of Presentation

unaudited interim consolidated financial statements do not include all the information and footnotes required by the U.S.

GAAP for complete

financial statements.

Certain information and note disclosures normally included in the annual financial statements prepared in accordance

with the U.S.

GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X.

In the opinion of the Company’s

management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements

and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position

as of March 31, 2023, and results of operations and cash flows for the three months ended March 31, 2023 and 2022.

The unaudited interim

consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements at that date but does not include

all the information and footnotes required by the U.S.

GAAP for complete financial statements.

Certain information and note disclosures

normally included in the annual financial statements prepared in accordance with the U.S.

GAAP have been condensed or omitted consistent

with Article 10 of Regulation S-X.

In the opinion of the Company’s management, the unaudited interim consolidated financial statements

have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary

for the fair statement of the Company’s financial position as of September 30, 2022, and results of operations and cash flows for

the nine months ended September 30, 2022 and 2021.

The unaudited interim consolidated balance sheet as of December 31, 2021 has been derived

from the audited financial statements at that date but does not include all the information and footnotes required by the U.S.

results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period.

financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December

31, 2021 and 2020, and related notes included in the Company’s audited consolidated financial statements.

The accompanying unaudited 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.

Interim results of operations are not necessarily indicative of the results

expected for the full fiscal year or for any future period.

These financial statements should be read in conjunction with the audited

consolidated financial statements as of and for the years ended December 31, 2022 and 2021, and related notes included in the Company’s

audited consolidated financial statements.

accompanying unaudited 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.

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

Reclassifications of Prior Year Presentation

Certain prior year unaudited consolidated balance

sheet and unaudited consolidated cash flow statement amounts have been reclassified for consistency with the current year presentation.

Reclassifications

of Prior Year Presentation

prior year unaudited consolidated balance sheet and unaudited consolidated cash flow statement amounts have been reclassified for consistency

with the current year presentation.

These reclassifications had no effect on the reported results of operations.

The Company changed its fiscal year from the

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

January 1, 2018.

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

Use of Estimates

The preparation of financial statements in conformity

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

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods.

Actual results could differ materially

from those results.

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

finished goods, and merchandise.

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

Market is determined based on net realizable value.

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

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

obsolescence.

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.

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.

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-Q reflect this 1-for-18 reverse

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.

Level 2 Inputs other

9 unchanged sentences

participant would use in pricing the asset or liability.

The carrying values of certain assets and liabilities

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

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

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, prepaid expenses and other current

assets, accounts payable, accrued liabilities, convertible notes payable, 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 September 30, 2022 and December 31, 2021, the

Company’s cash and cash equivalents amounted $ 1,323,543 and $ 5,828,548 , respectively.

Some of the Company’s cash deposits

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

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

Restricted Cash Equivalents

Restricted cash equivalents primarily consist

of cash held in a reserve bank account in Taiwan.

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

equivalents amounted $ 646,604 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

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.

31, 2023 and December 31, 2022, the Company’s cash and cash equivalents amounted $ 1,134,959 and

$ 85,265 , 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 March 31, 2023 and December 31, 2022, the

Company’s restricted cash equivalents amounted $ 656,919 and

$ 1,306,463 , 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.

Federal Deposit Insurance Corporation’s insurance limits.

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.

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

Company 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.

The Company 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 of clients

As of September 30, 2022, the most major client,

specializes in developing and commercializing of dietary supplements and therapeutics in dietary supplement industry, accounted for 36.71%

of the Company’s total account receivable;

the second major client, GenePharm Inc., with its Chairman being the Board of Director

of Biokey, accounted for 27.44 % of the Company’s total account receivable;

the least major client, manufactures drugs in pharmaceutical

preparations in pharmaceutical industry, accounted for 22.98 % of the Company’s total accounts receivable.

For the nine months ended September 30, 2022,

one major client, Rgene Corporation, Shareholder of the Company which works in development and commercialization of new drugs in Taiwan,

accounted for 79.18 % of the Company's total revenues.

For the nine months ended September 30, 2021, two major clients, which develops

novel treatment for ocular Graft-versus-Host Disease, and manufacture drugs in pharmaceutical preparations, in pharmaceutical industry,

accounted for 39.61 % and 25.09 % of the Company's total revenues, respectively.

For the three months ended September 30, 2022,

three major clients, in biotech, agriculture and pharmaceutical industries, which commercialize dietary supplement products in Taiwan

and China, grow and develop Maitake dietary supplement products in Canada and the US, and develop novel treatment for ocular Graft-versus-Host

Disease, accounted for 47.84 %, 16.47 % and 15.6 % of the Company's total revenues, respectively.

For the three months ended September 30,

2021, two major clients, in pharmaceutical and agriculture industry, which develop novel treatment for ocular Graft-versus-Host Disease,

and grow and develop Maitake dietary supplement products in Canada and the US, accounted for 47.57 % and 14.43 % of the Company's total

revenues, respectively.

Concentration of vendors

For the nine months ended September 30, 2022, one vendor in dietary

supplement industry, who provides dietary supplement and manufacturing consultation, accounted for 40.5 % of the Company’s total

For the nine months ended September 30, 2021, three vendors, in research, chemical and monitoring and testing industry, who

provides life science product and service solution, manufacture and distribute fine chemicals and laboratory products, as well as distributing

manufacturers of data logging, data acquisition products, accounted for 29.7 %, 24.9 % and 24.7 % of the Company’s total purchases,

Concentration

As of March 31, 2023, the most major client, who specializes in developing

and commercializing of dietary supplements and therapeutics in dietary supplement industry, accounted for 83.28 % of the Company’s

total account receivables;

the second major client accounted for 10.75 % of the Company’s total account receivables.

As of December

31, 2022, the most major client, who 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 also

having a position as one of the Board of Directors of BioKey, accounted for 16.62% of the Company’s total account receivable.

For the three months ended March 31, 2023, one

major client, manufacturing drugs, dietary supplements, and medical products, accounted for 84.78 % of the Company’s total

For the three months ended March 31, 2022, two major clients, which develops novel treatment for ocular Graft-versus-Host Disease,

as well as providing biotechnical researches, accounted for 42.51 % and 35.27 % of the Company’s total revenues, respectively.

Concentration

the three months ended March 31, 2023, one vendor in dietary supplement industry, who provides dietary supplement and manufacturing

consultation, accounted for 100 % of the Company’s total purchases.

For the three months ended March 31, 2022, two vendors, in

research, chemical and monitoring and testing industry, who provides life science product and service solution, manufacture and

distribute fine chemicals and laboratory products, as well as technology research and development institution in Taiwan, accounted

for 82.9 % and 15.5 % of the Company’s total purchases,

respectively.

For the three months ended September 30, 2022, one vendor in dietary

supplement industry, who provides dietary supplement and manufacturing consultation, accounted for 79.1 % of the Company’s total

For the three months ended September 30, 2021, two vendors, in pharmaceutical and scientific instrumentation industry, who provides

pharmaceutical and contract service, as well as manufacture analytical instrumentation, accounted for 89.1 % and 10.9 % of the Company’s

total purchases, respectively.

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;

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;

(iii) determine the transaction price;

(iv) allocate the transaction price to the performance

obligations in the contract;

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

The Company only

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

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

At inception of the contract, once the contract is determined

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

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

The Company then recognizes as revenue the amount

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

The 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.

(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.

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 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.

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

part of the accounting for these arrangements, the Company applies judgment to determine whether the performance obligations are distinct,

and develop assumptions in determining the stand-alone selling price for each distinct performance obligation identified in the collaboration

To determine the stand-alone selling price, the Company relies on assumptions which may include forecasted revenues, development

timelines, reimbursement rates for R&D personnel costs, discount rates and probabilities of technical and regulatory success.

Company had multiple deliverables under the collaborative agreements, including deliverables relating to grants of technology licenses,

regulatory and clinical development, and marketing activities.

Estimation of the performance periods of the Company’s deliverables

requires the use of management’s judgment.

Significant factors considered in management’s evaluation of the estimated performance

periods include, but are not limited to, the Company’s experience in conducting clinical development, regulatory and manufacturing

The Company reviews the estimated duration of its performance periods under its collaborative agreements on an annually basis,

and makes any appropriate adjustments on a prospective basis.

Future changes in estimates of the performance period under its collaborative

agreements could impact the timing of future revenue recognition.

Non-refundable upfront payments

a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified

in an arrangement, the Company recognizes revenue from the related non-refundable upfront payments based on the relative standalone selling

price prescribed to the license compared to the total selling price of the arrangement.

The revenue is recognized when the license is

transferred to the collaboration partners and the collaboration partners are able to use and benefit from the license.

To date, the receipt

of non-refundable upfront fees was solely for the compensation of past research efforts and contributions made by the Company before

the collaborative agreements entered into and it does not relate to any future obligations and commitments made between the Company and

the collaboration partners in the collaborative agreements.

Milestone payments

Company is eligible to receive milestone payments under the collaborative agreement with collaboration partners based on achievement

of specified development, regulatory and commercial events.

Management evaluated the nature of the events triggering these contingent

payments, and concluded that these events fall into two categories:

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

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

obligations under the collaborative agreement with collaboration partners.

former category of milestone payments consists of those triggered by development and regulatory activities in the territories specified

in the collaborative agreements.

Management concluded that each of these payments constitute substantive milestone payments.

This conclusion

was based primarily on the facts that (i) each triggering event represents a specific outcome that can be achieved only through successful

performance by the Company of one or more of its deliverables, (ii) achievement of each triggering event was subject to inherent risk

and uncertainty and would result in additional payments becoming due to the Company, (iii) each of the milestone payments is non-refundable,

(iv) substantial effort is required to complete each milestone, (v) the amount of each milestone payment is reasonable in relation to

the value created in achieving the milestone, (vi) a substantial amount of time is expected to pass between the upfront payment and the

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

Based on the foregoing, the Company

recognizes any revenue from these milestone payments in the period in which the underlying triggering event occurs.

Multiple Element Arrangements

Company evaluates multiple element arrangements to determine (1) the deliverables included in the arrangement and (2) whether the individual

deliverables represent separate units of accounting or whether they must be accounted for as a combined unit of accounting.

This evaluation

involves subjective determinations and requires management to make judgments about the individual deliverables and whether such deliverables

are separate from other aspects of the contractual relationship.

Deliverables are considered separate units of accounting provided that:

(i) the delivered item(s) has

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

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

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.

(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.

This evaluation includes an assessment of whether:

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

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

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

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

The Company evaluates factors such as the scientific,

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

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

There is considerable judgment involved in determining

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

Milestones that are not considered

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

all other revenue recognition criteria are met.

(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.

consideration is commensurate with either the Company’s performance to achieve the milestone or the enhancement of the value of

the delivered item(s) as a result of a specific outcome resulting from its performance to achieve the milestone, (2) the consideration

relates solely to past performance and (3) the consideration is reasonable relative to all of the deliverables and payment terms within

the arrangement.

The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be

overcome to achieve the particular milestone and the level of effort and investment required to achieve the particular milestone in making

this assessment.

There is considerable judgment involved in determining whether a milestone satisfies all of the criteria required to

conclude that a milestone is substantive.

Milestones that are not considered substantive are recognized as earned if there are no remaining

performance obligations or over the remaining period of performance, assuming all other revenue recognition criteria are met.

Royalties and Profit Sharing Payments

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

is at certain percentage of the net sales.

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

set forth in ASC 606.

Based on those criteria, the Company considers these payments to be contingent revenues, and recognizes them as

revenue in the period in which the applicable contingency is resolved.

Derived from Research and Development Activities Services — Revenues related to research and development and regulatory activities

are recognized when the related services or activities are performed, in accordance with the contract terms.

The Company typically has

only one performance obligation at the inception of a contract, which is to perform research and development services.

The Company may

also provide its customers with an option to request that the Company provides additional goods or services in the future, such as active

pharmaceutical ingredient, API, or IND/NDA/ANDA/510K submissions.

The Company evaluates whether these options are material rights at

the inception of the contract.

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

performance obligation.

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

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

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

offset to research and development expenses in accordance with provisions of gross or net revenue presentation.

The Company recognizes

the corresponding revenues or records the corresponding offset to research and development expenses as it satisfies the related performance

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

including any variable consideration.

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

consideration in the form of potential milestone payments.

At the start of an agreement, the Company’s transaction price usually

consists of the payments made to or by the Company based on the number of full-time equivalent researchers assigned to the project and

the related research and development expenses incurred.

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

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

The Company would reassess the total transaction

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

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

Upfront payments and fees may be

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

the Company performs its obligations under these arrangements.

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

to consideration is unconditional.

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

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

the customers will be one year or less.

and Equipment

and equipment is carried at cost net of accumulated depreciation.

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

Buildings and leasehold

Buildings and leasehold improvements

Machinery and equipment

Office equipment

Impairment of Long-Lived Assets

The Company has adopted Accounting Standards

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

ASC 360-10 requires that long-lived assets and

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

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

The Company evaluates its long-lived assets for impairment annually

or more often if events and circumstances warrant.

Events relating to recoverability may include significant unfavorable changes in business

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

Should impairment

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

from the use and ultimate disposition of the asset.

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

carrying amount or the fair value less costs to sell.

Long-term Equity Investment

The Company acquires the equity investments to

promote business and strategic objectives.

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

Company does not have control over the investees as:

of Long-Lived Assets

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

360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever

events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company evaluates its long-lived

assets for impairment annually or more often if events and circumstances warrant.

Events relating to recoverability may include significant

unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over

an extended period.

Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates

of future discounted cash flows resulting from the use and ultimate disposition of the asset.

ASC 360-10 also requires assets to be disposed

of be reported at the lower of the carrying amount or the fair value less costs to sell.

Equity Investment

Company acquires the equity investments to promote business and strategic objectives.

The Company accounts for non-marketable equity

and other equity investments for which the Company does not have control over the investees as:

method investments when the Company has the ability to exercise significant influence, but

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cost method investments when the equity method does not apply.

Significant judgment is required to identify

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

this a critical accounting estimate.

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

impact on the investee’s fair value.

Qualitative analysis of its investments involves understanding the financial performance and

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

management and governance structure of the investee.

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

the market and income approaches.

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

and recent financing rounds.

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

regarding the investees’ revenue, costs, and discount rates.

The Company’s assessment of these factors in determining whether

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

Other-Than-Temporary Impairment

The Company’s long-term equity investments

are subject to a periodic impairment review.

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.

Impairments affect earnings as follows:

equity securities include the consideration of general market conditions, the duration and

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

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

The Company also considers specific adverse conditions related to the financial health of,

and the business outlook for, the investee, which may include industry and sector performance,

changes in technology, operational and financing cash flow factors, and changes in the investee’s

credit rating.

The Company records other-than-temporary impairments on marketable equity

securities and marketable equity method investments in gains (losses) on equity investments.

Marketable equity securities

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

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

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

may include industry and sector performance, changes in technology, operational and financing cash flow factors, and changes in the

investee’s credit rating.

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

equity method investments in gains (losses) on equity investments.

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

7 unchanged sentences

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

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

Other-than-temporary impairment of equity investments were $ 0 for the three months ended March 31, 2023 and 2022, 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.

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

Forecasts of future cash flows are based on

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

share, and general economic conditions.

The Company completed the required testing of

goodwill for impairment as of September 30, 2022, and determined that goodwill was impaired because of the current financial condition of

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

highly uncertain.

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

Research and Development Expenses

The Company accounts for the cost of using licensing

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

This guidance provides that absent alternative future uses

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

when incurred.

For CDMO business unit, the Company accounts

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

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 $ 3,302 and $ 2,906 for the three months ended September 30, 2022 and 2021, respectively.

The total amounts for such employee benefits, which were expensed as incurred, were $ 9,948 and $ 8,268 for the nine months ended September

30, 2022 and 2021, respectively.

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

Stock-based Compensation

The Company measures expense associated with all employee stock-based

compensation awards using a fair value method and recognizes such expense in the unaudited consolidated financial statements on a straight-line

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

Total employee

stock-based compensation expenses were $ 0 for the three and nine months ended September 30, 2022 and 2021, respectively.

The Company accounted for stock-based compensation to non-employees

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

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

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

Total non-employee

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

non-employee stock-based compensation expenses were $ 5,143,483 and $ 927,220 for the nine months ended September 30, 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.

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 March 31, 2023, 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.

Convertible Notes

The Company accounts for the convertible notes issued at a discount,

by comparing the principal amount and book value, with the calculation of discounted method.

The Company assess the discount per month.

The amortization period of the promissory note is 18 months.

and Development Expenses

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

This guidance

provides that absent alternative future uses the acquisition of product rights to be used in research and development activities must

be charged to research and development expenses when incurred.

CDMO business unit, the Company accounts for R&D costs in accordance with Accounting Standards Codification (“ASC”) 730,

Research and Development (“ASC 730”).

Research and development expenses are charged to expense as incurred unless there is

an alternative future use in other research and development projects or otherwise.

Research and development expenses are comprised of

costs incurred in performing research and development activities, including personnel-related costs, facilities-related overhead, and

outside contracted services including clinical trial costs, manufacturing and process development costs for both clinical and preclinical

materials, research costs, and other consulting services.

Non-refundable advance payment for goods and services that will be used in

future research and development activities are expensed when the activity has been performed or when the goods have been received rather

than when the payment is made.

In instances where the Company enters into agreements with third parties to provide research and development

services, costs are expensed as services are performed.

Post-retirement

and post-employment benefits

Company’s subsidiaries in Taiwan adopted the government mandated defined contribution plan pursuant to the Labor Pension Act (the

“Act”) in Taiwan.

Such labor regulations require that the rate of contribution made by an employer to the Labor Pension Fund

per month shall not be less than 6 % of the worker’s monthly salaries.

Pursuant to the Act, the Company makes monthly contribution

equal to 6 % of employees’ salaries to the employees’ pension fund.

The Company has no legal obligation for the benefits beyond

the contributions made.

The total amounts for such employee benefits, which were expensed as incurred, were $ 2,804 and $ 3,337 for the

three months ended March 31, 2023 and 2022, 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 unaudited consolidated financial statements on a straight-line basis over the requisite service period in accordance with FASB

ASC Topic 718 “Compensation-Stock Compensation”.

Total employee stock-based compensation expenses were $ 0 for the three months

ended March 31, 2023 and 2022, 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 $ 366,489 and $ 4,692,003 for the three months ended March 31, 2023 and 2022, respectively.

Conversion Feature

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

A beneficial conversion

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

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

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

The intrinsic value of the beneficial conversion feature is

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

The debt discount is amortized to interest expense

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

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

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

Under the asset and liability approach, deferred

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

reporting purposes and the amounts used for income tax purposes.

A valuation allowance is provided for deferred tax assets if it is more

likely than not these items will expire before the Company is able to realize their benefits, or future deductibility is uncertain.

ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would

be sustained in a tax examination, with a tax examination being presumed to occur.

The 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.

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

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

first subsequent period in which the threshold is met.

Previously recognized tax positions that no longer meet the

more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is

no longer satisfied.

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

the year incurred.

No significant penalty or interest relating to income taxes has been incurred for the nine months ended September 30,

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 unaudited consolidated financial statements.

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

Debt Restructurings and Vintage Disclosures.

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

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

This ASU also enhances the disclosure requirements

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

In addition, the ASU

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

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

The ASU is effective for annual periods beginning

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

Adoption of the ASU would be applied prospectively.

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

The Company is currently evaluating the impact that the standard

will have on its unaudited 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.

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

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

period in which the threshold is met.

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

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

Penalties and interest

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

No significant penalty or interest

relating to income taxes has been incurred for the three months ended March 31, 2023 and 2022.

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 unaudited

consolidated financial statements.

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.

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.

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.

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

The Company is currently

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

COLLABORATIVE AGREEMENTS

Collaborative agreements with BHK

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

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

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

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

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

The development costs shall be shared 50/50 between BHK

and the Company.

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

Product in in Asia excluding Japan.

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:

the signing of the BHK Co-Development Agreement:

$1 million, or 10% of total payment

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

Collaborative

agreements with BHK, a related part y

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:

● Upon the signing of the BHK Co-Development Agreement:

$1 million, or 10% of total payment

the completion of first phase II clinical trial:

Upon the first Investigational

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

$1 million, or

10% of total payment

At the completion of first

phase II clinical trial:

$1 million, or 10% of total payment

the initiation of phase III of clinical trial research:

At the initiation of phase

III of clinical trial research:

$3 million, or 30% of total payment

the New Drug Application (NDA) submission:

Upon the New Drug Application

(NDA) submission:

$4 million, or 40% of total payment

In December 2015, BHK has paid a non-refundable

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

The Company concluded that

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

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

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 September 30, 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.

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 March 31, 2023 and December 31, 2022, 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 $1.64 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 $1.64 million, BioLite Taiwan is entitled to receive 50% of the future net licensing income or net sales profit.

September 30, 2022 and December 31, 2021, the Company has not earned the royalty under the BHK Collaborative Agreements.

Co-Development agreement with Rgene Corporation,

a related party

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

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

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

Pursuant to Co-Dev Agreement, BriVision

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

Combination Therapy and ABV-1527 Ovary Cancer Combination Therapy.

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

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

The payment is for the compensation of BriVision’s

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

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

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

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

BriVision and Rgene.

31, 2023 and December 31, 2022, 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 8).

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.

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

3 unchanged sentences

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

During the year ended

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

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

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

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

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

On December 31, 2018, the Company determined to fully

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

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

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

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

The Company and Rgene signed an amendment to

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

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.

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

partnership with Rgene.

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

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

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

regulatory requirements.

Under the terms of the new Services Agreement, BioKey is eligible to receive payments totaling $ 3.0 million

over a 3-year period with each payment amount to be determined by certain regulatory milestones obtained during the agreement period.

The Service Agreement shall remain in effect until the expiration date of the last patent and automatically renew for 5 more years unless

terminated earlier by either party with six months written notice.

Either party may terminate the Service Agreement for cause by providing

30 days written notice.

Collaborative agreement with BioFirst Corporation,

a related party

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 $1.64 per share), for

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

During the year

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

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

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

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

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

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

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.

June 10, 2022, the Company expanded its co-development partnership with Rgene.

On that date, BioKey, ABVC has entered into a Clinical

Development Service Agreement with Rgene to guide three Rgene drug products, RGC-1501 for the treatment of Non-Small Cell Lung Cancer

(NSCLC), RGC-1502 for the treatment of pancreatic cancer and RGC 1503 for the treatment of colorectal cancer patients, through completion

of Phase II clinical studies under the U.S.

FDA IND regulatory requirements.

Under the terms of the new Services Agreement, BioKey is

eligible to receive payments totaling $ 3.0 million over a 3-year period with each payment amount to be determined by certain regulatory

milestones obtained during the agreement period.

The Service Agreement shall remain in effect until the expiration date of the last patent

and automatically renew for 5 more years unless terminated earlier by either party with six months written notice.

Either party may terminate

the Service Agreement for cause by providing 30 days written notice.

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 Corporation.

Pursuant to the Purchase Agreement, the Company

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

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

2017 (the “Collaborative Agreement”).

Pursuant to the Collaborative Agreement, BioFirst granted the Company the global licensing

right to co-develop BFC-1401 or ABV-1701 Vitreous Substitute for Vitrectomy for medical purposes in consideration for the Total Payment.

On August 5, 2019, BriVision entered into a second

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

Pursuant to Purchase Agreement 2, the Company

issued 414,702 shares of the Company’s common stock to BioFirst in consideration for $ 2,902,911 owed by the Company to BioFirst

in connection with a loan provided to BriVision from BioFirst.

Inventory consists of the following:

September 30,

Finished goods

Raw materials

Allowance for inventory valuation and obsolescence loss

Inventory, net

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 8).

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 Corporation.

to the Purchase Agreement, the Company issued 428,571 shares of the Company’s common stock to BioFirst in consideration for $ 3,000,000

owed by the Company to BioFirst (the “Total Payment”) in connection with a certain collaborative agreement between the Company

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

Pursuant to the Collaborative Agreement, BioFirst granted

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

consideration for the Total Payment.

August 5, 2019, BriVision entered into a second Stock Purchase Agreement (“Purchase Agreement 2”) with BioFirst Corporation.

Pursuant to Purchase Agreement 2, the Company issued 414,702 shares of the Company’s common stock to BioFirst in consideration

for $ 2,902,911 owed by the Company to BioFirst in connection with a loan provided to BriVision from BioFirst.

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.

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 clinical development was put on hold due to 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 agreements BioFirst maintains with domestic R & D institutions.

Currently, BioFirst’s 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 centers in Taiwan.

Completion of this

factory would allow ABVC to manufacture Vitargus with world-class technology in a GMP certified pharmaceutical factory.

BioFirst is targeting

to complete the construction in 2024.

PROPERTY AND EQUIPMENT

Property and equipment as of

September 30, 2022 and December 31, 2021 are summarized as follows:

September 30,

and equipment as of March 31, 2023 and December 31, 2022 are summarized as follows:

Buildings and leasehold improvements

5 unchanged sentences

Property and equipment, net

Depreciation expenses were $ 6,462

and $ 2,856 for three months ended September 30, 2022 and 2021, respectively.

Depreciation expenses were $ 17,364

and $ 8,725 for nine months ended September 30, 2022 and 2021, respectively.

expenses were $ 6,493 and $ 5,411 for three months ended March 31,

2023 and 2022, respectively.

LONG-TERM INVESTMENTS

ownership percentages of each investee are listed as follows:

Ownership percentage

September 30,

Name of related party

Braingenesis Biotechnology Co., Ltd.

of related party

Braingenesis Biotechnology

Genepharm Biotech Corporation

4 unchanged sentences

Equity Method

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

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

Name of related party

The extent the investee relies on the Company

for its business

The extent the investee relies on the Company for its business

Braingenesis Biotechnology Co., Ltd.

5 unchanged sentences

BioFirst Corporation

Collaborating with the Company to develop and commercialize drugs

Loaned from investee and provides research and development support service

Rgene Corporation

2 unchanged sentences

investment mainly consists of the following:

September 30,

Non-marketable Cost Method Investments, net

Braingenesis Biotechnology Co., Ltd.

Braingenesis Biotechnology

Genepharm Biotech Corporation

BioHopeKing Corporation

Equity Method Investments, net

Equity Method Investments,

BioFirst Corporation

Rgene Corporation

Corporation (the “BioFirst”):

The Company holds

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

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

Equity method adjustments include

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

September 30, 2022 and December 31, 2021, the Company owns 15.99 % and 15.99 % common stock shares of BioFirst, respectively.

made prepayment for equity investment in BioFirst to purchase additional 317,000 shares to be issued by BioFirst in the aggregate amount

of $ 599,130 and $ 684,720 , recorded as prepayment for long-term investments as of September 30, 2022 and December 31, 2021, respectively.

In 2021, the Company and BioFirst entered

into several loan agreements for a total amount of $ 465,000 to meet its working capital needs.

All the loans period was twelve months

and all with an interest rate of 6.5 % per annum.

In 2022, the Company and BioFirst entered into several loan agreements for a total amount

of $ 1,365,000 to meet its working capital needs.

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

of September 30, 2022, and December 31, 2021, the outstanding loan balance was $ 1,830,000 and $ 465,000 ;

and accrued interest was $ 81,404

and $ 2,325 , respectively.

In 2021, the Company and BioFirst entered into a collaborative agreement to allocate R&D cost, of which

the amount due from BioFirst was $ 75,824 and $ 1,110 as of September 30, 2022 and December 31, 2021, respectively.

The Board of the Company

agreed to convert its amount due from BioFirst into equity, due to BioFirst’s capital raise, subject to the valuation report which

justify the debt-to-equity transaction, by the end of 2022.

As of September 30, 2022 and December

31, 2021, the Company has an aggregate amount of $ 2,586,658 and $ 1,153,155 , respectively.

Summarized financial information

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

Balance Sheet

September 30,

Company holds an equity interest in BioFirst Corporation, accounting for its equity interest using the equity method to accounts for

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

Equity method

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

equity method.

As of March 31, 2023 and December 31, 2022, the Company owns 21.77 % and 21.77 % common stock shares of BioFirst, respectively.

The Company made prepayment for equity investment in BioFirst to purchase additional 317,000 shares to be issued by BioFirst in the aggregate

amount of $ 623,856 and $ 618,150 , recorded as prepayment for long-term investments as of March 31, 2023 and December 31, 2022, respectively.

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

Current Assets

3 unchanged sentences

Stockholders’ Equity (Deficit)

Statement of Operations

Nine Months Ended

September 30,

Share of losses from investments accounted for using the equity method

Rgene Corporation (the “Rgene”)

Both Rgene and

the Company are under common control by Dr.

of Operations

Share of losses from investments

accounted for using the equity method

Rgene Corporation (the

Both Rgene and the Company are under

common control by Dr.

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

Tsung-Shann Jiang is

able to exercise significant influence, but not control, over the Rgene, the Company determined to use the equity method to account for

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

Equity method

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

equity method.

As of September 30, 2022 and December 31, 2021, the Company owns 31.62 % and 31.62 % Common Stock shares of Rgene, respectively.

September 30, 2022, Dr.

Tsung-Shann Jiang has been elected to become the Chairman of Rgene.

Summarized financial information

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

Balance Sheets

September 30,

Tsung-Shann Jiang is able to exercise significant

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

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

Equity method adjustments include the Company’s

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

As of March 31, 2023 and December

31, 2022, the Company owns 28.85 % and 28.85 % Common Stock shares of Rgene, respectively.

On March 31, 2023, Dr.

Tsung-Shann Jiang

has been elected to become the Chairman of Rgene.

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

Current Assets

5 unchanged sentences

( 2,109,114 )

Statement of Operations

Nine Months Ended

September 30,

of Operations

Three months Ended

Share of loss from investments accounted for using the equity method

Disposition of long-term investment

During the three

and nine months ended September 30, 2022 and 2021, there is no disposition of long-term investment.

Disposition of long-term

the three months ended March 31, 2023 and 2022, there is no disposition of long-term investment.

Losses on Equity Investments

The components of losses on equity

investments for each period were as follows:

Nine Months Ended

September 30,

Share of equity method investee losses

$ ( 193,147 )

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

Share of equity

method investee losses

CONVERTIBLE NOTES PAYABLE

On May 9, 2018, the Company issued

an eighteen-month term unsecured convertible promissory note (the “Yu and Wei Note”) in an aggregate principal amount of

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

The Yu and Wei Note bears interest at 8 % per annum.

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

principal and accrued and unpaid interest on the Eighteenth (18) month anniversary of the issuance date of the Yu and Wei Note, which

is on November 8, 2019.

In the event that the Company raises gross proceeds from the sale of its common stock of at least $ 5,000,000

(an “Equity Offering”) then within five days of the closing for such offering, the Company must repay the outstanding amount

of this Yu and Wei Note.

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”.

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.

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

On June 27, 2018, the Company

issued an eighteen-month term unsecured convertible promissory note (the “Keypoint Note”) in the aggregate principal amount

of $ 250,000 to Keypoint Technology Ltd.

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

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

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

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”.

The aggregate principal amount plus accrued

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

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

These common shares have been issued during

the year ended December 31, 2020.

On August 25, 2018, the Company

issued an eighteen-month term unsecured convertible promissory notes (the “Odaira Note”) in the aggregate principal amount

of $ 250,000 to Yoshinobu Odaira.

(“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 24, 2020.

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 Note.

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

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,

On May 30 and July 10, 2019,

the Company issued two (2) twelve-month term unsecured convertible promissory notes (the “KSL Note”) in an aggregate principal

amount of $ 250,000 to Kuo Sheng Lung (the “KSL”), pursuant to which the Company received $ 160,000 and $ 90,000 , respectively.

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

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 to 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.

On July 10, 2019, the Company

issued a twelve-month term unsecured convertible promissory note (the “NEA Note”) in an aggregate principal amount of $ 250,000

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

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 9, 2020.

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.

During the year ended December

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

On August 28, 2019, the Company

issued a twelve-month 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.

On 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

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

On September 4, 2019, the Company

issued 3 twelve-month term unsecured convertible promissory note (the “C.L.L.

Note”) in an aggregate principal amount of

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

$ 257,500 on September 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, 2020.

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, 2020

On October 29, 2019, the Company

issued a twelve-month term unsecured convertible promissory note (the “Lee Note”) in an aggregate principal amount of $ 250,000

to Hwalin Lee (the “Lee”), a related party, pursuant to which the Company received $ 250,000 on October 29, 2019.

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.

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.

In accordance with FASB ASC 470-20, the Company

recognized none of the intrinsic value of embedded beneficial conversion feature present in the Lee Note.

In January 2021, the Company

paid off the convertible promissory note of $306,836, including principal and accrued and unpaid interest expense.

On October 23, 2020, the Company

entered into 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”).

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.

On May 17, 2021, the parties

to the October SPA signed Amendment No.

1 to Promissory Note (the “Amendment”).

Pursuant to the Amendment, the Note shall

also be automatically converted into shares of the Company’s common stock immediately following the Company’s receipt of

conditional approval to list its common stock on the NASDAQ stock market, if and when the Company receives such approval, at a conversion

price equal to $ 2.25 per share.

On July 21, 2021, The Company converted all convertible promissory note amounted $ 2,500,000 into

1,111,112 shares of the Company’s common stock and warrants.

As of September 30, 2022 and

December 31, 2021, the aggregate carrying values of the convertible debentures were both $ 0 ;

On February 23, 2023, the Company entered into

a securities purchase agreement (the “Lind 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 (the “Lind Offering”),

for a purchase price of $ 3,175,000 (the “Lind Note”), 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 “Note Shares”).

The Company also issued Lind

a common stock purchase warrant (the “Lind 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 (each, a “Warrant Share,” together with the Note, Note

Shares and Warrants, the “Lind Securities”).

The Lind Note does not

carry any interest.

Beginning with the date that is six months from the issuance date of the Lind Note and on each one (1) month anniversary

thereafter, the Company shall pay Lind an amount equal to $ 308,650.58 , until the outstanding principal amount of the Lind Note has been

paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, conversion or redemption of the Lind Note in accordance

with the terms thereof (the “Monthly Payments”).

At the Company’s discretion, the Monthly Payments shall be made in

(i) cash, (ii) shares of the Company’s common stock, or (iii) a combination of cash and Shares;

if made in shares, the number of

shares shall be determined by dividing (x) the principal amount being paid in shares by (y) 90 % of the average of the 5 lowest daily VWAPs

during the 20 trading days prior to the applicable payment date.

The Lind Notes sets forth certain conditions that must be satisfied before

the Company may make any Monthly Payments in shares of common stock.

If the Company makes a Monthly Payment in cash, the Company must

also pay Lind a cash premium of 5 % of such Monthly Payment.

Upon the occurrence of

any Event of Default (as defined in the Lind Note), the Company must pay Lind an amount equal to 120 % of the then outstanding principal

amount of the Lind Note, in addition to any other remedies under the Note or the other Transaction Documents.

The Lind Warrant may

be exercised via cashless exercise.

of March 31, 2023 and December 31, 2022, the aggregate carrying values of the convertible debentures were $ 3,206,587 and $ 0 ,

respectively;

and accrued convertible interest were both $ 0 .

Total interest expenses in connection

with the above convertible note payable were $ 0 and $ 20,833 for the three months ended September 30, 2022 and 2021, respectively.

Total interest expenses in connection

with the above convertible note payable were $ 0 and $ 150,230 for the nine months ended September 30, 2022 and 2021, respectively.

Total interest expenses in connection with the above convertible note

payable were $ 31,587 and $ 0 for the three months ended March 31, 2023 and 2022, respectively.

Short-term bank loan consists of the following:

September 30,

Cathay United Bank

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

a one-year bank loan agreement (the “Cathay United Loan Agreement”) in an amount of NT$ 7,500,000 , equivalent to $ 236,250 .

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

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 $ 246,000 The term started June 28, 2016 with maturity date at June 28, 2017.

The loan balance bears interest at a floating rate of

prime rate plus 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 $ 236,250 .

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

equivalent to $ 236,250 for one year , which was due on September 6, 2019.

On September 6, 2017, BioLite

Taiwan extended the Cathay United Loan Agreement for one year , which was due on September 6, 2018, with the principal amount of NT$ 7,500,000 ,

equivalent to $ 246,000 .

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

NT$ 7,500,000 , equivalent to $ 246,000 for one year , which was due on September 6, 2019.

On September 6, 2019, BioLite Taiwan extended the

Cathay United Loan Agreement with the same principal amount of NT$ 7,500,000 , equivalent to $ 246,000 for one year , which is due on September

On September 6, 2020, BioLite Taiwan extended the Cathay United Loan Agreement with the same principal amount of NT$ 7,500,000 ,

equivalent to $ 246,000 for one year , which is due on September 6, 2021.

On September 6, 2021, BioLite Taiwan extended the Cathay United

Loan Agreement with the same principal amount of NT$ 7,500,000 , equivalent to $ 246,000 for one year , which is due on September

On September 6, 2020, BioLite Taiwan extended the Cathay United Loan Agreement with the same principal amount of NT$ 7,500,000 , equivalent

to $ 236,250 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 $ 236,250 for one year , which is due on September 6, 2022.

6, 2022, BioLite Taiwan extended the Cathay United Loan Agreement with the same principal amount of NT$ 7,500,000 , equivalent to $ 236,250 for one

year , which is due on September 6, 2023.

As of September 30, 2022 and December 31, 2021, the effective interest rates per annum

was 2.54 % and 2.10 %, respectively.

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

guaranteed by the Company’s chairman.

Interest expenses were $ 1,604

and $ 1,417 for the three months ended September 30, 2022 and 2021, respectively.

Interest expenses were $ 4,401

and $ 4,221 for the nine months ended September 30, 2022 and 2021, respectively.

On June 12, 2017 and July 19, 2017, BioLite Taiwan and CTBC Bank entered

into short-term saving secured bank loan agreements (the “CTBC Loan Agreements”) in an amount of NT$ 10,000,000 , equivalent

to $ 315,000 , and NT$ 10,000,000 , equivalent to $ 315,000 , respectively.

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

equivalent to $ 246,000 for one year , which is due on September 6, 2023.

As of March 31, 2023 and December 31, 2022, the

effective interest rates per annum was 2.67 % and 2.67 %, respectively.

The loan is collateralized by the building and improvement of BioLite

Taiwan, and is also personal guaranteed by the Company’s chairman.

expenses were $ 1,649 and $ 1,386 for the three months ended March 31, 2023 and 2022, 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 $ 328,000 , and NT$ 10,000,000 , equivalent to $ 328,000 , respectively.

Both two loans with the same maturity date at January 19, 2018 .

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

On January 18, 2019, BioLite

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

On July 18, 2019, BioLite Taiwan extended

the CTBC Loan Agreement with the same principal amount of NT$ 20,000,000 , equivalent to $ 630,000 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 $ 630,000 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 $ 630,000 for six months, which is due on January 15, 2021.

On January 15, 2021,

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 $ 656,000 for six months, which is due on January 17, 2020.

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

with the same principal amount of NT$ 20,000,000 , equivalent to $ 656,000 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 $ 656,000 for six months,

which is due on July 15, 2021.

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 $ 656,000 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 ,

10 unchanged sentences

During the year ended December 31, 2020, BioLite Taiwan has opened a TCD account with CTBC bank to guarantee the loan going forward.

Interest expenses were $ 3,289

and $ 3,023 for the three months ended September 30, 2022 and 2021, respectively.

Interest expenses were $ 9,002

and $ 9,005 for the nine months ended September 30, 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.

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.

expenses were $ 3,831 and $ 2,958 for the three months ended March 31, 2023 and 2022, 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 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.

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.

Tsung Shann Jiang and Dr.

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

In addition, on January 8, 2019, each of the Company and BioKey, a

wholly-owned subsidiary of the Company, signed a commercial security agreement (the “Security Agreement”) to secure the loans

under the Loan Agreement and the Note.

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 June 30, 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 October 31, 2021, the Company renewed the Loan Agreement with the principal amount of $ 650,000

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

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

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

As of September 30, 2022 and December 31, 2021, the effective interest rates per annum was 6.25 %

and 3.75 %, respectively and the outstanding loan balance were $ 1,000,000 and $650,000.

Interest expenses were $ 12,446

and $ 4,014 for the three months ended September 30, 2022 and 2021, respectively.

Interest expenses were

$ 28,109 and $ 11,911 for the nine months ended September 30, 2022 and 2021, respectively.

PAYCHECK PROTECTION PROGRAM LOAN PAYABLE

On April 14, 2020, the Company

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

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

According to the Coronavirus Aid, Relief, and Economic Security

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

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

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

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%

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.

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 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.

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

The loan was granted pursuant to a promissory note dated January

27, 2021 issued by the Company, which matures on January 28, 2026 and bears interest at a rate of 1.00% per annum.

The Company will pay

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

date of the promissory note.

No collateral or personal guarantees are required.

On February 7, 2021, the Company

received a loan in the amount of $ 104,167 under the Paycheck Protection Program 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.

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.

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.

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.

On September 23, 2021, the Company

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

The PPP loan from Cathay Bank of $ 104,167 was forgiven by the SBA as a gesture of supporting the operation of the Company on November

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 September 30, 2022, there was no outstanding balance payable to the bank.

NOTES PAYABLE

In January, 2019, BioLite Taiwan

entered an unsecured loan agreement with one individual bearing interest at fixed rates at 12% per annum of NT$3,000,000, equivalent

to $94,500, for working capital purpose.

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

As of September 30,

2022 and December 31, 2021, the balance due to this individual amounted to both $ 0 .

Interest expense were $ 0 and $ 2,142 for the

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

Interest expense were $ 0 and $ 8,568 for the nine months ended September

30, 2022 and 2021, respectively.

SHORT-TERM LOAN

On February 18, 2020, the Company

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

This loan bears the interest rate of 1.5 % per annum

and will be matured on August 17, 2020.

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

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

On August 26, 2021, the loan with interest has

been repaid in full.

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

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

On June 30, 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 October 31, 2021,

the Company renewed the Loan Agreement with the principal amount of $ 650,000 for twelve months, which is due on October 30, 2022.

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.

As of March 31, 2023 and December 31, 2022, the effective interest rates per annum was 0 % and 8 %, respectively and the outstanding loan balance were $ 0 and $ 1,000,000 .

expenses were $ 10,209 and $ 6,090 for the three months ended March 31, 2023 and 2022, respectively.

RELATED PARTIES TRANSACTIONS

The related parties of the company

with whom transactions are reported in these financial statements are as follows:

Name of entity or

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

of entity or Individual

with the Company and its subsidiaries

2 unchanged sentences

BioFirst (Australia) Pty Ltd.

(the “BioFirst (Australia)”)

(the “BioFirst

(Australia)”)

100% owned by BioFirst;

53 unchanged sentences

Entity controlled by controlling beneficiary shareholder of ABVC

BioHopeKing Corporation

Entity controlled by controlling beneficiary shareholder of ABVC

ABVC BioPharma (HK), Limited

1 unchanged sentence

Tsung-Shann Jiang

Accounts receivable - related

Accounts receivable due from

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

September 30,

receivable - related parties

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

GenePharm Inc.

the third quarter of 2022, the Company made an impairment to write off the long-due balance

from GenePharm Inc.

as it existed over 1 year.

Due from related parties

Amount due from related parties

consisted of the following as of the periods indicated:

from related parties

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

Due from related–party - Current

September 30,

Due from related parties – Non-Current

September 30,

from related parties – Non-Current

BioFirst (Australia)

BioHopeKing Corporation

BioLite Japan

of September 30, 2022, and December 31, 2021, the Company has advanced an aggregate amount of $ 500,000 and $ 0 as current amount due from

related party, and $ 1,480 and $ 49,110 to Rgene as non-current amount due from related party for working capital purpose.

Under the terms

of the loan agreement, the loan bears interest at 1 % per month (or equivalent to 12 % per annum).

As of September 30, 2022, and December

31, 2021, the outstanding loan balance was $ 501,480 and $ 33,520 , which including the loan agreement signed in June 2022 amounted $ 500,000 ,

according to the agreement, the Company provided a one-year convertible loan with a principal amount of $ 1,000,000 to Rgene which bears

interest at 5 % per annum for the use of working capital that, if fully converted, would result in ABVC owning an additional 6.4 % of Rgene.

The Company may convert the Note at any time into shares of Rgene’s common stock at either (i) a fixed conversion price equal to

$1.00 per share or (ii) 20% discount of the stock price of the then most recent offering, whichever is lower;

the conversion price is

subject to adjustment as set forth in the Note.

The Note includes standard events of default, as well as a cross default provision pursuant

to which a breach of the Service Agreement will trigger an event of default under the convertible note if not cured after 5 business

days of written notice regarding the breach is provided.

The Company is expected to receive the outstanding loan from the related party

by the end of 2022, either by cash or conversion of shares of Rgene.

On January 1, 2021, BioLite Taiwan entered into a consultant services

agreement with Rgene.

The outstanding amount was settled during September 2022, and the amount due from Rgene was $ 0 and $ 1,889 as of

September 30, 2022 and December 31, 2021, respectively.

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 2annum, but $ 249,975 of which has been settled in July 2021.

On September 7, 2021, the Company

entered into a loan agreement with BioFirst (Australia) for $ 67,873 to meet its new project needs.

On December 1, 2021, the Company entered

into a loan agreement with BioFirst (Australia) for $ 250,000 to increase the cost for upcoming projects.

The loan will be matured on

November 30, 2022 with an interest rate of 6.5 % per annum.

In 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 September 30, 2022 and December 31, 2021, the aggregate amount of outstanding loan and accrued interest and

allocated research fee was $ 1,038,775 and $ 491,816 , respectively.

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

The Company may convert the Note at any time into shares of Rgene’s common stock at either (i) a fixed conversion price

equal to $1.00 per share or (ii) 20% discount of the stock price of the then most recent offering, whichever is lower;

the conversion

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

The Note includes standard events of default, as well as a cross default provision

pursuant to which a breach of the Service Agreement will trigger an event of default under the convertible note if not cured after 5

business days of written notice regarding the breach is provided.

As of March 31, 2023 and December 31, 2022, the outstanding loan balance were both $ 500,000 ;

and accrued interest was $ 19,984 and $ 13,819 , respectively.

(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, 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.

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

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.

During the first quarter of 2023, the Company entered into several loan agreements with BioFirst (Australia) for a total amount of $ 88,091 to increase the cost for upcoming projects.

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

As of March 31, 2023 and December 31, 2022, the aggregate amount of outstanding loan and accrued interest and allocated research fee was $ 1,132,070 and $ 1,028,556 , respectively.

The Company is expected to receive the outstanding amount in full by 2023.

the end of 2022.

(3) On February 24, 2015, BioLite Taiwan and BioHopeKing Corporation (the “BHK”) entered into a co-development agreement, (the “BHK Co-Development Agreement”, see Note 3).

1 unchanged sentence

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

As of September 30, 2022 and December 31, 2021, due from BHK was $ 0 and $ 124,972 , respectively.

As of March 31, 2023 and December 31, 2022, due from BHK was $ 113,863 and $ 112,822 , respectively.

The Company made an impairment to write off the amount due from BHK.

February 27, 2019, the Company has advanced funds to LBG USA for working capital purpose.

The advances bear 0 % interest rate and are

due on demand.

As of September 30, 2022 and December 31, 2021, the outstanding advance balances was $ 0 and $ 675 , respectively.

made an impairment to write off the amount due from LBG USA.

May 8, 2020, the Company and Lucidaim entered into a Letter of Intent (LOI) in regard to a potential joint venture of BioLite Japan.

Based on the LOI, each party will advance an aggregated amount of $150,000 to meet BioLite Japan’s working capital needs, which

the Company advanced an amount of $150,000 and the advance bear 0% interest rate.

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

outstanding advance balances was $ 150,000 and $ 150,000 , respectively.

The Company is expected to receive the outstanding amount by the

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 September 30, 2022

and December 31, 2021, the outstanding loan balance was $ 0 and $ 1,610 , respectively.

The Company made an impairment to write off the

amount due from Keypoint.

Due to related parties

Amount due to related parties

consisted of the following as of the periods indicated:

September 30,

to related parties

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

BioFirst Corporation

3 unchanged sentences

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

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

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

(3) As of September 30, 2022, and December 31, 2021, AsiaGene has advanced the Company an aggregate amount of $ 24,017 for working capital purpose.

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

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

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

As of March 31, 2023 and December 31, 2022, the aggregate amount of outstanding balance and accrued interest is $ 525,104 and $ 188,753 , respectively.

(2) As of March 31, 2023, and December 31, 2022, BioFirst (Australia) has advanced the Company an aggregate amount of $ 313,606 and $ 275,901 , respectively for new project purpose.

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

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

As of March 31, 2023, and December 31, 2022, the outstanding balance due to the Jiangs amounted to $ 19,789 and $ 19,789 , respectively.

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

1 unchanged sentence

The advances bear interest rate of 12% per annum.

As of September 30, 2022 and December 31, 2021, the outstanding principal and accrued interest was $ 146,790 and $ 168,131 , respectively.

Interest expenses in connection with these loans were $ 5,208 and $ 5,679 for the three months ended September 30, 2022 and 2021, respectively.

Interest expenses in connection with these loans were $ 15,922 and $ 16,670 for the nine months ended September 30, 2022 and 2021, respectively.

tax expense for the three-month and nine-month periods ended September 30, 2022 and 2021 consisted of the following:

As of March 31, 2023 and December 31, 2022, the outstanding principal and accrued interest was $ 152,848 and $ 151,450 , respectively.

Interest expenses in connection with these loans were $ 4,896 and $ 5,312 for the three months ended March 31, 2023 and 2022, respectively.

tax expense for the three-month period ended March 31, 2023 and 2022 consisted of the following:

Three months Ended

September 30,

Nine Months Ended

September 30,

Total Current

Total Deferred

$ ( 166,696 )

$ ( 187,055 )

Total provision for income taxes

$ ( 165,096 )

$ ( 186,255 )

Deferred tax assets

(liability) as of September 30, 2022 and December 31, 2021 consist approximately of:

September 30,

tax assets (liability) as of March 31, 2023 and December 31, 2022 consist approximately of:

March 31, 2023

Loss on impairment of Assets

Net operating loss carryforwards in the Taiwan

Tax credit of investment

Net operating loss carryforwards

Operating lease liabilities

Operating lease assets

Deferred tax assets, Gross

Valuation allowance

On February 8, 2016, a Share

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

& Finance Corp.

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

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

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

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.

On February 17, 2016, pursuant

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

On March 21, 2016, the Board

of Directors of the Company approved an amendment to Articles of Incorporation to effect a forward split at a ratio of 1 to 3:141 (the

“Forward Stock Split”) and increase the number of our authorized shares of Common Stock, par value $ 0.001 per share,

to 360,000,000 , which was effective on April 8, 2016.

On May 6, 2016, the Company and

BioLite Taiwan 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.

The shares issuance was completed in

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.

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 achieved.

The agreement

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

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

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

Upon the consummation of the restructuring

transaction between the Company and BioLite on February 8, 2019, the Company’s Common Stock held by BioLite Taiwan was accounted

for treasury stocks in the statement of equity (deficit).

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.

On 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.

On October 1, 2016, the Company

entered into a consulting agreement with Kazunori Kameyama (“Kameyama”) for the provision of services related to the clinical

trials and other administrative work, public relation work, capital raising, trip coordination, In consideration for providing such services,

the Company agreed to indemnify the consultant in an amount of $150 per hour in cash up to $3,000 per month, and issue to Kameyama the

Company’s Common Stock at $1.00 per share for any amount exceeding $3,000.

The Company’s stocks shall be calculated and issued

in December every year.

On November 21, 2020, the Company entered into an agreement with Kameyama, pursuant to which the Company granted

and issued 24,694 stock options to Kameyama related to unpaid consulting fees of $ 49,388 .

On July 24, 2017, BriVision entered

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

On September 25, 2017,

BioFirst has delivered all research, technical, data and development data to BriVision, and the Company has recorded the full amount

of $ 3,000,000 due to BioFirst.

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

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

Company to BioFirst.

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

During the year ended December

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

(a related party), Ever Adventure

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

(a related party) for the maintenance

of the listing in the U.S.

stock exchange market, investor relations, and business development.

Pursuant to the agreements, the Company

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

of $ 4,514,800 in aggregate, and recorded as stock subscription receivable.

As of September 30, 2022 and December 31, 2021, stock subscription

receivable was $ 1,580,180 and $ 2,257,400 , respectively.

In August, 2019, the Company

entered into several Conversion Agreements to all creditors that are listed under below table of “due to related parties”

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

Under the Conversion

Agreements, creditor agrees to convert the amount of debt into the Company’s common stock at a price of $ 7.00 per share.

Lion Arts Promotion Inc

LionGene Corporation

BioFirst Corporation

AsiaGene Corporation

YuanGene Corporation

On March 12, 2020, the board

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

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

On 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.

Also on November 19, 2020, the

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

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

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

During the year ended December

31, 2020, 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.

During the year ended December

31, 2020, the Company received aggregated capital contributions of $ 7,615,331 in cash from 45 investors through private placements of

the sale of the Company’s common stock for the purchase price of $ 2.25 per share and a free warrant attached with each common

stock purchased.

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

During the year ended December

31, 2020, the Company entered into consulting agreements with four service providers for consulting and advisory services, pursuant to

which the Company agreed to pay the service fee by issuing 521,887 shares of unrestricted common shares, valued at the closing price

from $ 2 to $ 3.68 per share on the grant date.

These shares have been issued in October and December 2020.

During the year ended December

31, 2020, the Company issued aggregated common shares of 915,856 to six previous note holders, who had converted their outstanding principals

and accrued and unpaid interests, including the debt conversion to the following:

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

Odaira converted the aggregated amount of $284,036 at the conversion

price of $1.84 on April 5, 2020, in exchange for 154,368 shares of the Company’s common stock, and warrants to purchase 154,368

shares of the Company’s common stock.

converted the aggregated amount of $289,974 at the conversion

price of $1.78 on April 20, 2020, in exchange for 162,908 shares of the Company’s common stock, and warrants to purchase 162,908

shares of the Company’s common stock.

KLS converted the aggregated amount of $225,222 at the conversion price

of $1.78 on April 20, 2020, in exchange for 126,530 shares of the Company’s common stock, and warrants to purchase 126,530

shares of the Company’s common stock.

Yu and Wei converted the aggregated amount of $354,722 at the conversion

price of $1.84 on April 5, 2020, in exchange for 192,784 shares of the Company’s common stock, and warrants to purchase 192,784

shares of the Company’s common stock.

KSL converted the aggregated amount of $270,272 at the conversion price

of $2.25 on November 9, 2020, in exchange for 120,121 shares of the Company’s common stock, and warrants to purchase 120,121

shares of the Company’s common stock.

See Note 7 for more details in connection with the

above debt conversion.

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.

On August 5, 2021, the Company

closed its public offering (the “Public Offering”) of 1,100,000 units (the “Units”), with each Unit consisting

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

common stock at an exercise price equal to $6.30 per share, exercisable until the fifth anniversary of the issuance date, and one Series

B warrant (the “Series B Warrants,” and together with the Series A Warrants, the “Public Warrants”) to purchase

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

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

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

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 share.

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

In November 2021, the Company

entered into consulting agreements with service providers for consulting and advisory services, pursuant to which the Company agreed

to pay the service fee amounted $1,478,590 by issuing 316,934 shares of unrestricted common shares, valued at the closing price from

$2.31 to $6.3 per share on the grant date.

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.

( 7,579,254 )

( 6,459,474 )

Deferred tax assets, net

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 September 30, 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.

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.

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 March 31, 2023, these warrants have been issued but not exercised.

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.

December 1, 2022, the Company issued 125,000 and 100,000 common shares to Euro-Asia Investment & Finance Corp

and Thalia Media Ltd.

for consulting and advisory services.

January 3, 2023, the Company issued 223,411 common shares to a consultant for providing consulting services on listing to NASDAQ

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.

STOCK OPTIONS

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 .

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.

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

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.

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

Options issued and outstanding

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

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 March 31, 2023, these stock options have not been granted.

issued and outstanding as of December 31, 2022, and their activities during the year then ended are as follows:

Contractual Life

Outstanding as of January 1, 2022

1 unchanged sentence

Exercisable as of December

Vested and expected to vest

The fair value of stock options

granted for the year ended December 31, 2021 was calculated using the Black-Scholes option-pricing model applying the following assumptions:

Risk free interest rate

and expected to vest

fair value of stock options granted for the year ended December 31, 2022 was calculated using the Black-Scholes option-pricing model

applying the following assumptions:

Risk free interest

Expected term (in years)

1 unchanged sentence

Expected volatility

The weighted average grant date

fair value of options granted during the years ended December 31, 2021 was $ 2.09 .

There are 2,979,264 options available for

grant under the 2016 Equity Incentive Plan as of December 31, 2021.

Compensation costs associated with the Company’s stock options

are recognized, based on the grant-date fair values of these options over vesting period.

Accordingly, the Company recognized stock-based

compensation expense of $0 and $0 for the three and nine months ended September 30, 2022 and 2021, respectively.

weighted average grant date fair value of options granted during the years ended December 31, 2022 was $ 2.79 .

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 $ 0 and $ 0 for the three months ended March 31, 2023 and 2022, respectively.

There were no options

exercised during the three and nine months ended September 30, 2022.

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

On April 16, 2022, the Company

entered into stock option agreements with 5 directors, pursuant to which the Company agreed to grant options to purchase an aggregate

of 761,920 shares of common stock under the 2016 Equity Incentive Plan, at an exercise price of $ 3 per share, exercisable for 10 years

from the grant date.

As of September 30, 2022, these stock options have not been granted.

exercised during the three months ended March 31, 2023.

As of March 31, 2023, there were no unvested options.

LOSS PER SHARE

Basic loss per share is computed

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

Diluted loss per share is computed

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

and nine months ended September 30, 2022 and 2021.

For the Three Months

September 30,

Net loss attributable to ABVC’s common stockholders

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 three months ended March 31, 2023 and 2022.

the Three Months

Net loss attributable

to ABVC’s common stockholders

$ ( 1,823,695

1 unchanged sentence

Weighted-average shares outstanding:

Weighted-average shares outstanding - Basic

Stock options

Weighted-average shares outstanding - Diluted

Loss per share

For the Nine Months

September 30,

Net loss attributable to ABVC’s common stockholders

Weighted-average shares outstanding:

Weighted-average shares outstanding - Basic

Stock options

Weighted-average shares outstanding - Diluted

Weighted-average

shares outstanding - Basic

Weighted-average

shares outstanding - Diluted

Loss per share

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 leases.

Use of hindsight:

The Company elected to use hindsight in determining

the lease term (that is, when considering options to extend or terminate the lease and to purchase the underlying asset) and in assessing

impairment of right-to-use assets.

Reassessment of existing or expired land easements:

The Company elected

not to evaluate existing or expired land easements that were not previously accounted for as leases under ASC 840, as allowed under

the transition practical expedient.

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

Separation of lease and non- lease components:

Lease agreements that

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

Short-term lease recognition exemption:

The Company also elected the

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

The new leasing standard requires

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

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.

September 30,

Operating lease right-of-use assets

Operating lease liabilities (current)

Operating lease liabilities (noncurrent)

Supplemental Information

The following provides details

of the Company’s lease expenses:

September 30,

Operating lease expenses

September 30,

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.

Going forward, new or modified land easements will

be evaluated under ASU No.

Separation of lease and

non- lease components:

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

Short-term lease recognition

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.

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

Operating lease

right-of-use assets

Operating lease liabilities

following provides details of the Company’s lease expenses:

Three Months Ended

Operating lease expenses

Other information related to

leases is presented below:

September 30,

information related to leases is presented below:

Three months Ended

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

September 30,

Weighted Average Remaining Lease Term:

2 unchanged sentences

Operating leases

The minimum future annual payments

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

2022 (excluding nine months ended September 30, 2022)

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

Operating leases

2023 (excluding three months ended March 31, 2023)

Total future minimum lease payments, undiscounted

1 unchanged sentence

Present value of future minimum lease payments

BUSINESS COMBINATION

On February 8, 2019, the Company

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

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

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

The Company adopted ASC 805, “Business Combination”

to record the merger transactions of BioKey.

The acquisition was accounted for as a business combination under the purchase method of

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

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 the Merger

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

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

On 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.

SUBSEQUENT EVENTS

The Company has evaluated subsequent events and transactions that occurred

after September 30, 2022 up through the date the Company issued these unaudited consolidated financial statements on November 14, 2022.

All subsequent events requiring recognition as of September 30, 2022 have been incorporated into these unaudited consolidated financial

statements and there are no other subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

April 4, 2023, the Company entered into a loan agreement with BioLite for $ 57,000 to increase the cost for upcoming projects.

matures on April 3, 2024 with an interest rate of 6.5 % per annum.

April 4, 2023, the Company entered into a loan agreement with BioFirst for $ 89,500 to increase the cost for upcoming projects.

matures on April 3, 2024 with an interest rate of 6.5 % per annum.

Company has evaluated subsequent events and transactions that occurred after March 31, 2023 up through the date the Company issued these

unaudited consolidated financial statements on May 15, 2023.

All subsequent events requiring recognition as of March 31, 2023 have been

incorporated into these unaudited consolidated financial statements and there are no other subsequent events that require disclosure

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

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

What changed 10-Q

Item 1. Financial Statements