What changed in this filing

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Item 1. Financial Statements

2023-08-14 compared with 2023-05-15 · 1222 added, 1201 removed, 390 unchanged (86% of the section changed)

3 unchanged sentences

BALANCE SHEETS

March 31, 2023

December 31, 2022

Current Assets

5 unchanged sentences

Short-term Investment

Prepaid expense and other current assets

Prepaid expenses and other current assets

Total Current Assets

11 unchanged sentences

Accrued expenses and other current liabilities

Advance from customers

Contract liabilities

Operating lease liabilities – current portion

7 unchanged sentences

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

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

Common stock, $ 0.001 par value, 10,000,000 authorized, 3,308,074 and

3,285,733 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively (1)

Additional paid-in capital

1 unchanged sentence

( 1,354,440 )

Accumulated deficit

8 unchanged sentences

Total Liabilities and Equity

(1) Prior period results have been adjusted to reflect the 1-for-10 reverse stock split effected on July 25, 2023.

See Note 14, Subsequent

Events for details.

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

3 unchanged sentences

Three months Ended

Six months Ended

Cost of revenues

7 unchanged sentences

( 2,046,860 )

( 4,100,026 )

( 8,265,581 )

Other income (expense)

8 unchanged sentences

( 2,029,784 )

( 4,130,760 )

( 8,204,266 )

Provision for income tax

1 unchanged sentence

( 1,947,333 )

( 4,212,455 )

( 8,034,948 )

Net loss attributable to noncontrolling interests

2 unchanged sentences

( 1,858,997 )

( 4,087,206 )

( 7,854,437 )

Foreign currency translation adjustment

2 unchanged sentences

$ ( 1,982,218 )

$ ( 4,070,129 )

$ ( 8,090,997 )

Net loss per share:

2 unchanged sentences

Basic and diluted

(1) Prior period results have been adjusted to reflect the 1-for-10 reverse stock split effected on July 25, 2023.

See Note 14, Subsequent

Events for details.

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

2 unchanged sentences

STATEMENTS OF CASH FLOWS

Three months Ended

Six months Ended

Cash flows from operating activities

3 unchanged sentences

Stock-based compensation for non-employees

Provision for doubtful accounts

Other non-cash income and expenses

Deferred tax expense

Changes in operating assets and liabilities:

Decrease (increase) in accounts receivable

Decrease (increase) in prepaid expenses and deposits

Decrease (increase) in prepaid expenses and security deposits

Decrease (increase) in tenant security deposit

Decrease (increase) in due from related parties

1 unchanged sentence

Increase (decrease) in inventory

Increase (decrease) in accounts payable

Increase (decrease) in accrued expenses and other current liabilities

Increase (decrease) in contract liabilities

Increase (decrease) in due to related parties

4 unchanged sentences

Purchase of equipment

Increase in prepayment for long-term investments

Net cash used in investing activities

Cash flows from financing activities

Issuance of common stock

Proceeds from convertible notes payable – third parties

Repayment of short-term loans

Repayment of short-term bank loans

( 1,000,000 )

Net cash provided by (used in) financing activities

Net cash provided by financing activities

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

10 unchanged sentences

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

Comprehensive

at December 31, 2021

$ ( 2,257,400 )

$ ( 38,481,200 )

$ ( 9,100,000 )

of common shares for consulting service

based compensation

loss for the period

( 5,995,440 )

( 6,087,615 )

transaction adjustments

at March 31, 2022

$ ( 2,031,660 )

$ ( 44,476,640 )

$ ( 9,100,000 )

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 June 30, 2022

Treasury Stock

Comprehensive

at December 31, 2022

$ ( 1,354,440 )

$ ( 54,904,439 )

$ ( 9,100,000 )

of common shares for consulting service

based compensation

loss for the period

( 1,823,695 )

( 1,897,230 )

transaction adjustments

at March 31, 2023

$ ( 1,128,700 )

$ ( 56,728,134 )

$ ( 9,100,000 )

Balance at December 31, 2022

Issuance of common shares for consulting service

Stock-based compensation

Net loss for the period

Cumulative transaction adjustments

Balance at June 30, 2023

(1) Prior period results have been adjusted to reflect the 1-for-10 reverse stock split effected on July 25, 2023.

See Note 14, Subsequent

Events for details.

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

BIOPHARMA, INC.

ABVC BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND DESCRIPTION OF BUSINESS

BioPharma, Inc.

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

the Company’s operating entity, American BriVision Corporation (“BriVision”), which was incorporated in July 2015 in

the State of Delaware, engages in biotechnology to fulfill unmet medical needs and focuses on the development of new drugs and medical

devices derived from plants.

BriVision develops its pipeline by carefully tracking new medical discoveries or medical device technologies

in research institutions in the Asia-Pacific region.

Pre-clinical, disease animal model and Phase I safety studies are examined closely

by the Company to identify drugs that BriVision believes demonstrate efficacy and safety.

Once a drug appears to be a good candidate

for development and ultimately commercialization, BriVision licenses the drug or medical device from the original researchers and begins

to introduce the drugs clinical plan to highly respected principal investigators in the United States, Australia and Taiwan to conduct

a Phase II clinical trial.

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

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

BriVision had

no predecessor operations prior to its formation on July 21, 2015.

Company’s shareholders approved an amendment to the Company’s Articles of Incorporation to change the Company’s corporate

name from American BriVision (Holding) Corporation to ABVC BioPharma, Inc.

and approved and adopted the Certificate of Amendment to affect

same at the 2020 annual meeting of shareholders (the “Annual Meeting”).

The name change amendment to the Company’s

Articles of Incorporation was filed with Nevada’s Secretary of State and became effective on March 8, 2021 and FINRA processed

our request to change our name on April 30, 2021, which became effective as of May 3, 2021.

Company’s stock symbol remains ABVC.

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

BriVision, and Euro-Asia Investment & Finance Corp.

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

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

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

to the Share Exchange Agreement, upon surrender by the BriVision Shareholders and the cancellation by BriVision of the certificates evidencing

the BriVision Stock as registered in the name of each BriVision Shareholder, and pursuant to the registration of the Company in the register

of members maintained by BriVision as the new holder of the BriVision Stock and the issuance of the certificates evidencing the aforementioned

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

“Acquisition Stock”) (subject to adjustment for fractionalized shares as set forth below) of the Company’s Common Stock

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

Stock owned by Euro-Asia were cancelled and retired to treasury.

The Acquisition Stock collectively represented 79.70 % of the issued

and outstanding Common Stock of the Company immediately after the Closing, in exchange for the BriVision Stock, representing 100 % of

the issued share capital of BriVision in a reverse merger (the “Merger”).

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

an aggregate of 166,273,921 (52,936,583 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.

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.

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.

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.

Going Concern

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 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.

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

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 and six months ended June 30, 2023, the Company reported net loss of $ 2,315,225 and $ 4,212,455 ,

respectively.

As of June 30, 2023, the Company’s working capital deficit was $ 3,644,036 .

In addition, the Company had net cash outflows

of $ 2,397,460 from operating activities for the six months ended June 30, 2023.

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

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.

Basis of Presentation

The 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 June 30, 2023, and results of operations and

cash flows for the six months ended June 30, 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

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

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.

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.

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

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.

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.

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

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:

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 unaudited

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

Actual results could differ materially

from those results.

Forward Stock Split

On March 21, 2016, the Board of Directors of

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

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

Stock Reverse Split

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

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

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

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

The Board approved and authorized the

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

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

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

The Financial Industry Regulatory Authority (“FINRA”) informed

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

On July 25, 2023, the Company filed a Certificate

of Amendment to its Articles of Incorporation authorizing a 1-for-10 reverse stock split of the issued and outstanding shares of its common

The Company’s stockholders previously approved the Reverse Stock Split at the Company’s Special Shareholder Meeting

held on July 7, 2023.

The Reverse Stock Split was effected to reduce the number of issued and outstanding shares and to increase the per

share trading value of the Company’s common stock, although that outcome is not guaranteed.

In turn, the Company believes that the

Reverse Stock Split will enable the Company to restore compliance with certain continued listing standards of NASDAQ Capital Market.

shares and related financial information in this Form 10-Q reflect this 1-for-10 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:

1 Inputs are quoted prices in active markets for identical assets or liabilities that the

3 unchanged sentences

active markets that are readily and regularly available.

Level 2 Inputs other

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

prices for similar assets or liabilities;

2 Inputs other than quoted prices in active markets that are either directly or indirectly

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

quoted prices in markets that are not active;

or other inputs that are observable or can

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

Level 3 Valuations based

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

The fair value for such assets and liabilities is generally

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

participant would use in pricing the asset or liability.

The carrying values of certain assets and liabilities 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 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.

be corroborated by observable market data for substantially the full term of the assets or

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

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

discounted cash flow methodologies, or similar techniques that incorporate the assumptions

a market participant would use in pricing the asset or liability.

The carrying values of certain assets and liabilities

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

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

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

Cash and Cash Equivalents

The Company considers highly liquid investments

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

As of June 30, 2023 and December 31, 2022, the Company’s

cash and cash equivalents amounted $ 99,290 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.

Restricted Cash Equivalents

Restricted cash equivalents primarily consist

of cash held in a reserve bank account in Taiwan.

As of June 30, 2023 and December 31, 2022, the Company’s restricted cash equivalents

amounted $ 642,899 and $ 1,306,463 , respectively.

Concentration of Credit Risk

The Company’s financial instruments that

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

The Company places its cash and temporary

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

Federal Deposit Insurance Corporation’s insurance limits.

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

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.

The Company does not enter into financial instruments for

hedging, trading or speculative purposes.

The Company performs 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 determines the amount of allowance for doubtful accounts by examining its historical collection experience and current trends

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

Actual credit losses may differ from our estimates.

Concentration

As of 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.

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;

Concentration of clients

As of June 30, 2023, the most major client, who

specializes in developing and commercializing dietary supplements and therapeutics in the dietary supplement industry, accounted for 97.28 %

of the Company’s total account receivables.

As of December 31, 2022, the most major client, who specializes in developing and commercializing

dietary supplements and therapeutics in the 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 six months ended June 30, 2023, two major

clients, manufacturing drugs, dietary supplements, and medical products, accounted for 43.64 % and 34.75 % of the Company’s total

For the six months ended June 30, 2022, two major clients, which develops novel treatment for ocular Graft-versus-Host Disease

as well as providing biotechnical research, accounted for 48.90 % and 20.48 % of the Company’s total revenues, 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;

(iii) determine the transaction price;

(iv) allocate the

transaction price to the performance obligations in the contract;

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

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

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

At inception of the contract,

once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract,

determines those that are performance obligations, and assesses whether each promised good or service is distinct.

The Company then recognizes

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

obligation is satisfied.

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

Collaborative

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

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

non-refundable

upfront license fees, development and commercial milestones, partial or complete reimbursement of research and development costs, and

royalties on net sales of licensed products.

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

on net sales of licensed products, which are classified as royalty revenues.

(iv) allocate the transaction price to the performance

obligations in the contract;

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

The Company only

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

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

At inception of the contract, once the contract is determined

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

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

The Company then recognizes as revenue the amount

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

The following are examples of when the Company

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

Collaborative Revenues — The Company

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

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

non-refundable upfront license

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

sales of licensed products.

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

licensed products, which are classified as royalty revenues.

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

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

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

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

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

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

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

regulatory and clinical development, and marketing activities.

Estimation of the performance periods of the Company’s deliverables

requires the use of management’s judgment.

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

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

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

and makes any appropriate adjustments on a prospective basis.

Future changes in estimates of the performance period under its collaborative

agreements could impact the timing of future revenue recognition.

Non-refundable upfront payments

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

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

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

The revenue is recognized when the license is

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

To date, the receipt

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

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

the collaboration partners in the collaborative agreements.

Milestone payments

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

of specified development, regulatory and commercial events.

Management evaluated the nature of the events triggering these contingent

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

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

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

obligations under the collaborative agreement with collaboration partners.

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

in the collaborative agreements.

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

This conclusion

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

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

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

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

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

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

Based on the foregoing, the Company

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

Multiple Element Arrangements

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

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

This evaluation

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

are separate from other aspects of the contractual relationship.

Revenue is recognized

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

As part of the accounting for these arrangements,

the Company applies judgment to determine whether the performance obligations are distinct, and develop assumptions in determining the

stand-alone selling price for each distinct performance obligation identified in the collaboration agreements.

To determine the stand-alone

selling price, the Company relies on assumptions which may include forecasted revenues, development timelines, reimbursement rates for

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

The Company had multiple deliverables under the

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

marketing activities.

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

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

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

The Company reviews the

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

on a prospective basis.

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

of future revenue recognition.

(i) Non-refundable upfront payments

If a license to the Company’s intellectual

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

from the related non-refundable upfront payments based on the relative standalone selling price prescribed to the license compared to

the total selling price of the arrangement.

The revenue is recognized when the license is transferred to the collaboration partners and

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

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

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

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

(ii) Milestone payments

The Company is eligible to receive milestone

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

commercial events.

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

fall into two categories:

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

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

agreement with collaboration partners.

The former category of milestone payments consists

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

concluded that each of these payments constitute substantive milestone payments.

This conclusion was based primarily on the facts that

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

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

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

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

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

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

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

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

(iii) Multiple Element Arrangements

The Company evaluates multiple element arrangements

to determine (1) the deliverables included in the arrangement and (2) whether the individual deliverables represent separate units of

accounting or whether they must be accounted for as a combined unit of accounting.

This evaluation involves subjective determinations

and requires management to make judgments about the individual deliverables and whether such deliverables are separate from other aspects

of the contractual relationship.

Deliverables are considered separate units of accounting provided that:

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

relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially within

In assessing whether an item under a collaboration has standalone value, the Company considers factors such as the research,

manufacturing, and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the

general marketplace.

The Company also considers whether its collaboration partners can use the other deliverable(s) for their intended

purpose without the receipt of the remaining element(s), whether the value of the deliverable is dependent on the undelivered item(s),

and whether there are other vendors that can provide the undelivered element(s).

Company recognizes arrangement consideration allocated to each unit of accounting when all of the revenue recognition criteria in ASC

606 are satisfied for that particular unit of accounting.

In the event that a deliverable does not represent a separate unit of accounting,

the Company recognizes revenue from the combined unit of accounting over the Company’s contractual or estimated performance period

for the undelivered elements, which is typically the term of the Company’s research and development obligations.

If there is no

discernible pattern of performance or objectively measurable performance measures do not exist, then the Company recognizes revenue under

the arrangement on a straight-line basis over the period the Company is expected to complete its performance obligations.

if the pattern of performance in which the service is provided to the customer can be determined and objectively measurable performance

measures exist, then the Company recognizes revenue under the arrangement using the proportional performance method.

Revenue recognized

is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using

the straight-line method or proportional performance method, as applicable, as of the period ending date.

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

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

(i) the delivered item(s) has

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

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

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

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

The Company also

considers whether its collaboration partners can use the other deliverable(s) for their intended purpose without the receipt of the remaining

element(s), whether the value of the deliverable is dependent on the undelivered item(s), and whether there are other vendors that can

provide the undelivered element(s).

The Company recognizes arrangement consideration

allocated to each unit of accounting when all of the revenue recognition criteria in ASC 606 are satisfied for that particular unit of

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

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

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

If there is no discernible pattern of performance

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

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

Conversely, if the pattern of performance in which

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

revenue under the arrangement using the proportional performance method.

Revenue recognized is limited to the lesser of the cumulative

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

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

At the inception of an arrangement that includes

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

nature of the milestone.

This evaluation includes an assessment of whether:

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

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

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

the arrangement.

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

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

this assessment.

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

conclude that a milestone is substantive.

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

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

Royalties and Profit Sharing Payments

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

is at certain percentage of the net sales.

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

set forth in ASC 606.

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

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

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

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

The Company typically has

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

The Company may

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

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

The Company evaluates whether these options are material rights at

the inception of the contract.

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

performance obligation.

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

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

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

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

The Company recognizes

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

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

including any variable consideration.

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

consideration in the form of potential milestone payments.

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

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

the related research and development expenses incurred.

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

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

The Company would reassess the total transaction

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

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

Upfront payments and fees may be

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

the Company performs its obligations under these arrangements.

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

to consideration is unconditional.

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

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

the customers will be one year or less.

and Equipment

and equipment is carried at cost net of accumulated depreciation.

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

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

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

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

The Company evaluates factors such as the scientific,

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

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

There is considerable judgment involved in determining

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

Milestones that are not considered

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

all other revenue recognition criteria are met.

(iv) Royalties and Profit Sharing Payments

Under the collaborative agreement with the collaboration

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

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

Based on those criteria, the Company

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

Revenues Derived from Research and Development

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

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

The Company typically has only one performance obligation at the

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

The Company may also provide its customers with an option

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

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

If the Company determines

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

If the Company is entitled to reimbursement from

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

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

The Company also determines whether the reimbursement

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

with provisions of gross or net revenue presentation.

The Company recognizes the corresponding revenues or records the corresponding

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

The Company then determines the transaction price

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

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

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

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

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

the payments are not probable.

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

should include additional payments in the transaction price.

The Company receives payments from its customers

based on billing schedules established in each contract.

Upfront payments and fees may be recorded as contract liabilities upon receipt

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

arrangements.

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

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

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

Property and Equipment

Property and equipment is carried at cost net

of accumulated depreciation.

Repairs and maintenance are expensed as incurred.

Expenditures that

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

When property and equipment is retired or otherwise

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

Leasehold improvements are depreciated on the straight-line method

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

Depreciation is calculated on the straight-line method,

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

Expenditures that improve the functionality of the related

asset or extend the useful life are capitalized.

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

loss is included in operating income.

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

lease term or estimated useful life of the asset.

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

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

Estimated Life

2 unchanged sentences

Office equipment

of Long-Lived Assets

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

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

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

The Company evaluates its long-lived

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

Events relating to recoverability may include significant

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

an extended period.

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

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

ASC 360-10 also requires assets to be disposed

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

Equity Investment

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

The Company accounts for non-marketable equity

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

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

not control, over the investee.

Its proportionate share of the income or loss is recognized

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

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:

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

Its proportionate

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

● Non-marketable

cost method investments when the equity method does not apply.

judgment is required to identify whether an impairment exists in the valuation of the Company’s non-marketable equity investments,

and therefore the Company considers this a critical accounting estimate.

Its yearly analysis considers both qualitative and quantitative

factors that may have a significant impact on the investee’s fair value.

Qualitative analysis of its investments involves understanding

the financial performance and near-term prospects of the investee, changes in general market conditions in the investee’s industry

or geographic area, and the management and governance structure of the investee.

Quantitative assessments of the fair value of its investments

are developed using the market and income approaches.

The market approach includes the use of comparable financial metrics of private

and public companies and recent financing rounds.

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

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

The Company’s assessment of these factors

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

Other-Than-Temporary

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

Significant judgment is required to identify

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

this a critical accounting estimate.

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

impact on the investee’s fair value.

Qualitative analysis of its investments involves understanding the financial performance and

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

management and governance structure of the investee.

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

the market and income approaches.

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

and recent financing rounds.

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

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

The Company’s assessment of these factors in determining whether

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

Other-Than-Temporary Impairment

The Company’s long-term equity investments

are subject to a periodic impairment review.

Impairments affect earnings as follows:

Marketable equity securities

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

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

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.

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

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

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

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

the investee’s credit rating.

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

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

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

● Non-marketable

equity investments based on the Company’s assessment of the severity and duration of the impairment, and qualitative and quantitative

analysis of the operating performance of the investee;

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

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additional funding requirements;

and the investee’s ability to remain in business.

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

and the investee’s ability to remain

A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has

occurred that is other than temporary and that shall be recognized even though the decrease in value is in excess of what would otherwise

be recognized by application of the equity method.

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

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

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

Other-than-temporary 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.

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

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

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

(losses) on equity investments.

Other-than-temporary impairment of equity investments were $ 0 for the six months ended June 30, 2023

and 2022, respectively.

The Company evaluates goodwill for impairment

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

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

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

If the qualitative assessment indicates that goodwill impairment

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

The Company tests goodwill for impairment under the two-step

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

If the fair value is determined

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

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

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

of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on expected category

expansion, pricing, market segment share, and general economic conditions.

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

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 June 30, 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

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 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.

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 $ 2,455 and $ 3,309 for the three months ended June 30, 2023 and 2022, respectively, and

$ 5,259 and $ 6,646 for the six months ended June 30, 2023 and 2022, 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 and $ 0 for the three and six months ended June 30, 2023

and 2022, respectively.

The Company accounted for stock-based compensation

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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.

non-employee stock-based compensation expenses were $ 225,740 and $ 225,740 for the three months ended June 30, 2023 and 2022, respectively.

Total non-employee stock-based compensation expenses were $ 592,229 and $ 4,917,743 for the six months ended June 30, 2023 and 2022, respectively.

Beneficial Conversion Feature

From time to time, the Company may issue convertible

notes that may contain an imbedded beneficial conversion feature.

A beneficial conversion feature exists on the date a convertible note

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

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

warrants have been granted.

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

amount to additional paid in capital.

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

interest method.

The Company accounts for income taxes using the

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

of tax benefits in future years.

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

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

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

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

Under ASC 740, a tax position is recognized as

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

a tax examination being presumed to occur.

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

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

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

The second step is to measure a tax

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

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

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

period in which the threshold is met.

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

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

Penalties and interest

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

No significant penalty or interest

relating to income taxes has been incurred for the 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.

The first step is to determine whether

it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or

litigations based on the technical merits of that position.

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

threshold to determine the amount of benefits recognized in the financial statements.

A tax position is measured at the largest amount

of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.

Tax positions that previously failed to

meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met.

Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent

financial reporting period in which the threshold is no longer satisfied.

Penalties and interest incurred related to underpayment of

income tax are classified as income tax expense in the year incurred.

No significant penalty or interest relating to income taxes has

been incurred for the three and six months ended June 30, 2023 and 2022.

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.

COLLABORATIVE AGREEMENTS

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:

Collaborative agreements with BHK, a related

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

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

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

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

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

The development costs shall be shared 50/50 between BHK

and the Company.

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

Product in in Asia excluding Japan.

On July 27, 2016, BioLite Taiwan and BHK agreed

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

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

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$4 million, or 40% of total payment

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

The Company concluded that the deliverables are considered separate units of accounting as the delivered items have value

to the customer on a standalone basis and recognized this cash receipt as collaboration revenue when all research, technical, and development

data was delivered to BHK in 2015.

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

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

collaborative agreement.

In August 2016, the Company has received the second milestone payment of NT$ 31,649,000 , approximately equivalent

to $ 1 million, and recognized collaboration revenue for the year ended December 31, 2016.

As of the date of this report, the Company

has not completed the first phase II clinical trial.

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

As of 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 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 June 30, 2023 and December

31, 2022, 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 $1.64 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.

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.

June 30, 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.

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

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

BriVision and Rgene.

On June 1, 2017, the Company has delivered all

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 $1.64 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

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.

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

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 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.

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).

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.

above-mentioned equity is before the reverse stock split in 2023.

On November 4, 2020, the Company executed an

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

to the agreement.

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

broader utilization during a variety of ocular procedures.

Initially the Company will focus on ABV-2002,

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

keratoplasty (back layer cornea transplant).

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

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

The specific polymer in ABV-2002 can adjust osmolarity

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

Stromal hydration

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

ABV-2002 also contains an abundant

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

Early testing by BioFirst indicates that ABV-2002

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

be manufactured at lower cost.

Further 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.

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

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

PROPERTY AND EQUIPMENT

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

Property and equipment as of June 30, 2023 and

December 31, 2022 are summarized as follows:

Buildings and leasehold improvements

5 unchanged sentences

Property and equipment, net

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

2023 and 2022, respectively.

Depreciation expenses were $ 6,997 and $ 5,491 for

three months ended June 30, 2023 and 2022, respectively.

Depreciation expenses were $ 13,490 and $ 10,902

for six months ended June 30, 2023 and 2022, respectively.

LONG-TERM INVESTMENTS

ownership percentages of each investee are listed as follows:

of related party

Braingenesis Biotechnology

(1) The ownership percentages of each investee are listed as follows:

Ownership percentage

Name of related party

Braingenesis Biotechnology Co., Ltd.

Genepharm Biotech Corporation

4 unchanged sentences

Equity Method

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

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

Name of related party The extent the investee relies on the Company for its business

Braingenesis Biotechnology Co., Ltd.

No specific business relationship

Genepharm Biotech Corporation No specific business relationship

BioHopeKing Corporation Collaborating with the Company to develop and commercialize drugs

BioFirst Corporation Loaned from investee and provides research and development support service

Rgene Corporation Collaborating with the Company to develop and commercialize drugs

(3) Long-term investment mainly consists of the following:

Non-marketable Cost Method Investments, net

Braingenesis Biotechnology Co., Ltd.

Genepharm Biotech Corporation

No specific business relationship

BioHopeKing Corporation

Collaborating with the Company to develop and commercialize drugs

Equity Method Investments, net

BioFirst Corporation

Loaned from investee and provides research and development support service

Rgene Corporation

Collaborating with the Company to develop and commercialize drugs

(3) Long-term

investment mainly consists of the following:

Non-marketable Cost Method Investments, net

Braingenesis Biotechnology

Genepharm Biotech Corporation

Equity Method Investments,

BioFirst Corporation

Corporation (the “BioFirst”):

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

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

Equity method

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

equity method.

As of 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:

BioFirst Corporation (the

The Company holds an equity interest

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

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

Equity method adjustments include the Company’s

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

As of June 30, 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 $ 610,542 and $ 618,150 , recorded

as prepayment for long-term investments as of June 30, 2023 and December 31, 2022, respectively.

Summarized financial information for the Company’s

equity method investee, BioFirst, is as follows:

Balance Sheet

Current Assets

3 unchanged sentences

Stockholders’ Equity (Deficit)

of Operations

Share of losses from investments

accounted for using the equity method

Statement of Operations

Six months Ended

Share of losses from investments accounted for using the equity method

Rgene Corporation (the

7 unchanged sentences

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

As of March 31, 2023 and December

As of June 30, 2023 and December

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

2 unchanged sentences

has been elected to become the Chairman of Rgene.

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

Summarized financial information for the Company’s

equity method investee, Rgene, is as follows:

Balance Sheets

Current Assets

5 unchanged sentences

( 2,109,114 )

of Operations

Three months Ended

Share of loss from investments accounted for using the equity method

Statement of Operations

Share of loss from investments accounted for using

the equity method

Disposition of long-term

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

During the six months ended June 30,

2023 and 2022, there is no disposition of long-term investment.

Losses on Equity Investments

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

Share of equity

method investee losses

The components of losses on equity investments

for each period were as follows:

Six months Ended

Share of equity method investee losses

CONVERTIBLE NOTES PAYABLE

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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;

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.

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

As of June 30, 2023 and December 31, 2022, the

aggregate carrying values of the convertible debentures were $ 3,299,742 and $ 0 , respectively;

and accrued convertible interest were both

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.

Total interest expenses in connection with the

above convertible note payable were $ 124,742 and $ 0 for the six months ended June 30, 2023 and 2022, respectively.

(1) Short-term bank loan consists of the following:

Cathay United

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 $ 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 ,

Bank entered into a one-year bank loan agreement (the “Cathay United Loan Agreement”) in a credit limit amount of NT$ 7,500,000 ,

equivalent to $ 240,750 .

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

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

equivalent to $ 656,000 for six months, which is due on January 14, 2022.

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

with the same principal amount of NT$ 20,000,000 , equivalent to $ 656,000 for six months, which is due on July 14, 2022.

On July 14, 2022,

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 14, 2023.

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.

The Company renews

the agreement with the bank every year.

On September 6, 2022, BioLite Taiwan extended the Cathay United Loan Agreement with the same principal

amount of NT$ 7,500,000 , equivalent to $ 240,750 for one year , which is due on September 6, 2023.

As of June 30, 2023 and

December 31, 2022, the effective interest rates per annum was 2.82 % 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.

Interest expenses were $ 1,745 and $ 1,469 for

the three months ended June 30, 2023 and 2022, respectively.

Interest expenses were $ 3,394 and $ 2,855 for

the six months ended June 30, 2023 and 2022, respectively.

On June 12, 2017 and July 19, 2017, BioLite Taiwan

and CTBC Bank entered into two short-term saving secured bank loan agreements (the “CTBC Loan Agreements”) in a credit limit

amount of NT$ 10,000,000 , equivalent to $ 321,000 , and NT$ 10,000,000 , equivalent to $ 321,000 , 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

The Company renews the agreement with the bank every year.

The loan balances bear interest at a fixed rate of 2.5 % per annum.

The loan is secured by the

money deposited in a savings account with the CTBC Bank.

This loan was also personal guaranteed by the Company’s chairman and BioFirst.

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

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

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

which allowed Dr.

The loan is secured by the money deposited in a savings account with the CTBC Bank.

This loan was also personal guaranteed by the Company’s

chairman and BioFirst.

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

loan going forward.

Interest expenses were $ 4,098 and $ 2,873 for

the three months ended June 30, 2023 and 2022, respectively.

Interest expenses were $ 7,929 and $ 5,830 for

the six months ended June 30, 2023 and 2022, respectively.

On January 21, 2019, the Company received a loan

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

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

on the same day.

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

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

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

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

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

Pursuant to the Note, the Company

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

before the Maturity Date without penalty.

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

plus the Regular Interest Rate.

In connection with the Note and Loan Agreement,

on January 8, 2019, each of Dr.

Tsung Shann Jiang and Dr.

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

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

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

Pursuant to the Security Agreements,

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

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

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

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.

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

Tsung Shann Jiang and

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

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 .

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.

June 30, 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 .

Interest expenses were $ 0 and $ 7,340 for the

three months ended June 30, 2023 and 2022, respectively.

Interest expenses were $ 10,209 and $ 13,429 for

the six months ended June 30, 2023 and 2022, respectively.

RELATED PARTIES TRANSACTIONS

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

The related parties of the company with whom

transactions are reported in these financial statements are as follows:

of entity or Individual

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Entity controlled by controlling beneficiary shareholder of YuanGene

Rgene Corporation (the “Rgene”)

Rgene Corporation (the

Shareholder of the Company;

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Tsung-Shann Jiang

receivable - related parties

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

Accounts receivable - related parties

Accounts receivable due from related parties

consisted of the following as of the periods indicated:

GenePharm Inc.

from related parties

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

Due from related parties

Amount due from related parties consisted of

the following as of the periods indicated:

Due from related–party - Current

from related parties – Non-Current

Due from related parties – Non-Current

BioFirst (Australia)

BioHopeKing Corporation

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 ;

(1) On 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 % 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.

As of June 30, 2023 and December 31, 2022, the outstanding loan balance

were both $ 500,000 ;

and accrued interest was $ 26,126 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.

(2) On July 1, 2020, the Company entered into a loan agreement with BioFirst

(Australia) for $ 361,487 to properly record R&D cost and tax refund allocation based on co-development contract executed on July 24,

The loan was originally set to be mature on September 30, 2021 with an interest rate of 6.5 % per annum, but on September 7, 2021,

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

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

During the second quarter of 2023, the Company entered into several loan agreements with BioFirst (Australia) for a total amount

of $ 25,500 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.

As of June 30, 2023 and December 31, 2022, the aggregate amount of outstanding loan and accrued interest and allocated research fee was

$ 1,174,370 and $ 1,028,556 , respectively.

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

(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).

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

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

As of March 31, 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.

to related parties

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

(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).

The development

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

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

As of June 30, 2023 and December 31, 2022, due from BHK was $ 111,434 and $ 112,822 , respectively.

The Company made an impairment to

write off the amount due from BHK.

Due to related parties

Amount due to related parties consisted of the

following as of the periods indicated:

BioFirst Corporation

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Due to shareholders

(1) Since 2019, BioFirst has advanced funds to the Company for working capital purpose.

(1) Since 2019, BioFirst has advanced funds to the Company for working

capital purpose.

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

As of March 31, 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.

As of June 30, 2023 and December 31, 2022,

the aggregate amount of outstanding balance and accrued interest is $ 495,753 and $ 188,753 , respectively.

(2) As of June 30, 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 March 31, 2023, and December 31, 2022, the outstanding balance due to the Jiangs amounted to $ 19,789 and $ 19,789 , respectively.

As of June 30, 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.

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The advances bear interest rate of 12% per annum.

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

As of June 30, 2023 and December 31, 2022, the outstanding principal and accrued interest was $ 149,586 and $ 151,450 , respectively.

Interest expenses in connection with these loans were $ 5,171 and $ 5,401 for the three months ended June 30, 2023 and 2022, respectively.

Interest expenses in connection with these loans were $ 10,067 and $ 10,714 for the six months ended June 30, 2023 and 2022, respectively.

Income tax expense for the six-month

period ended June 30, 2023 and 2022 consisted of the following:

Six months Ended

Total Current

Total Deferred

$ ( 169,318 )

Total provision for income taxes

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

March 31, 2023

$ ( 169,318 )

Deferred tax assets (liability) as of June 30, 2023 and

December 31, 2022 consist approximately of:

Loss on impairment of Assets

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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.

In January 2022, the Company agreed to pay the

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

at $ 3.29 per share on the grant date.

These shares have been issued in January 2022.

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

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 June 30, 2023, these warrants have been

issued but not exercised.

On July 10, 2022, the Board approved the issuance

of 75,000 shares of common stock to Barlew Holdings, LLC pursuant to the consulting agreement by and between Barlew Holdings, LLC and

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

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

On December 1, 2022, the Company issued 125,000 and 100,000 common

shares to Euro-Asia Investment & Finance Corp Ltd.

and Thalia Media Ltd.

for consulting and advisory services.

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

On January 3, 2023, the Company issued 223,411 common

shares to a consultant for providing consulting services on listing to NASDAQ in 2021.

On February 23, 2023, the Company entered into

5 unchanged sentences

share, subject to adjustment.

above-mentioned equity is before the reverse stock split in 2023.

STOCK OPTIONS

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

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

the total amount of converted

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

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

and stock option purchase agreements with these employees and consultant;

pursuant to which the Company granted stock options to purchase

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

The options were vested at the grant date and become exercisable

for 10 years from the grant date.

October 15, 2021, the Company entered into stock option agreements with 11 directors and 3 employees, pursuant to which the Company

granted options to purchase an aggregate of 1,280,002 shares of common stock under the 2016 Equity Incentive Plan, as amended, at

an exercise price of $ 3 per share.

On October 30, 2020, the Company issued an aggregate

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

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

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

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

employees and consultant;

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

stock in lieu of common stock.

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

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

On October 15, 2021, the Company entered into

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

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

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

On April 16, 2022, the Company entered into stock

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

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

As of June 30, 2023, these stock options have not been granted.

Options issued and outstanding as of December

31, 2022, and their activities during the year then ended are as follows:

Outstanding as of January 1, 2022

1 unchanged sentence

Exercisable as of December 31, 2022

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

Vested and expected to vest

The 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 rate

Expected term (in years)

1 unchanged sentence

Expected volatility

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 months ended March 31, 2023.

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

The 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 six months ended June 30, 2023 and 2022, respectively.

There were no options exercised during the six months

ended June 30, 2023.

As of June 30, 2023, there were no unvested options.

above-mentioned equity is before the reverse stock split in 2023.

LOSS PER SHARE

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

loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares

outstanding during the three months ended March 31, 2023 and 2022.

the Three Months

Net loss attributable

to ABVC’s common stockholders

Basic loss per share is computed by dividing

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

Diluted loss per share is computed by dividing

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

ended June 30, 2023 and 2022.

For the Three Months

Net loss attributable to ABVC’s common stockholders

$ ( 2,263,511 )

1 unchanged sentence

Weighted-average shares outstanding:

Weighted-average

shares outstanding - Basic

Weighted-average

shares outstanding - Diluted

Weighted-average shares outstanding - Basic

Stock options

Weighted-average shares outstanding - Diluted

Loss per share

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

exercised and converted into Common Stock.

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

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

on January 1, 2019.

Company applied the following practical expedients in the transition to the new standard and allowed under ASC 842:

For the Six Months

Net loss attributable to ABVC’s common stockholders

$ ( 4,087,206 )

$ ( 7,854,437 )

Weighted-average shares outstanding:

Weighted-average shares outstanding - Basic

Stock options

Weighted-average shares outstanding - Diluted

Loss per share

Diluted loss per share takes into account the

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

The Company elected not to reassess, at the application date, whether any expired or existing contracts

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

of hindsight:

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

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

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

The Company elected to use hindsight in determining the lease term (that is, when considering options to extend or terminate

the lease and to purchase the underlying asset) and in assessing impairment of right-to-use assets.

● Reassessment

of existing or expired land easements:

The Company elected not to evaluate existing or expired

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

under the transition practical expedient.

Going forward, new or modified land easements will

be evaluated under ASU No.

Separation of lease and

non- lease components:

The Company elected not to evaluate existing or expired land easements that were not previously

accounted for as leases under ASC 840, as allowed under the transition practical expedient.

Going forward, new or modified land easements

will be evaluated under ASU No.

of lease and non- lease components:

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

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:

lease recognition exemption:

The Company also elected the short-term lease recognition exemption and will not recognize ROU assets or

lease liabilities for leases with a term less than 12 months.

The new leasing standard requires recognition

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

ROU assets represent the

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

make lease payments arising from the leases.

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

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

The Company’s future minimum based payments used

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

As most of Company’s leases do not

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

date in determining the present value of lease payments.

The Company recognized lease liabilities, with

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

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

lease incentives provided by lessors, and restructuring liabilities.

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

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

Variable lease payments for common area maintenance,

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

the variable lease payments are based occur.

The Company has no finance leases.

The Company’s

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

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

Operating lease right-of-use assets

Operating lease liabilities (current)

Operating lease liabilities (noncurrent)

Supplemental Information

The following provides details of the Company’s

lease expenses:

Three Months Ended

Operating lease expenses

information related to leases is presented below:

Three months Ended

Six Months Ended

Operating lease expenses

Other information related to leases is presented

Six months Ended

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

3 unchanged sentences

Operating leases

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

Operating leases

2023 (excluding three months ended March 31, 2023)

The minimum future annual payments under non-cancellable

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

2023 (excluding six months ended June 30, 2023)

Total future minimum lease payments, undiscounted

2 unchanged sentences

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.”

On July 25, 2023, the Company filed a Certificate

of Amendment to its Articles of Incorporation authorizing a 1-for-10 reverse stock split of the issued and outstanding shares of its common

The Company’s stockholders previously approved the Reverse Stock Split at the Company’s Special Shareholder Meeting

held on July 7, 2023.

The Reverse Stock Split was effected to reduce the number of issued and outstanding shares and to increase the per

share trading value of the Company’s common stock, although that outcome is not guaranteed.

In turn, the Company believes that the

Reverse Stock Split will enable the Company to restore compliance with certain continued listing standards of NASDAQ Capital Market.

otherwise noted, all shares and related financial information in this Form 10-Q reflect this 1-for-10 reverse stock split.

of common stock retain a par value of $ 0.001 per share.

Accordingly, an amount equal to the par value of the increased shares resulting

from the stock split was reclassified from “Common stock” to “Additional paid-in capital.”

On July 27, 2023, the Company entered into that

certain securities purchase agreement.

relating to the offer and sale of 300,000 shares of common stock, par value $ 0.001 per share and

200,000 pre-funded warrants, at an exercise price of $ 0.001 per share, in a registered direct offering.

Pursuant to the Purchase Agreement,

the Company agreed to sell the Shares and/or Pre-funded Warrants at a per share purchase price of $ 3.50 , for gross proceeds of $ 1,750,000 ,

before deducting any estimated offering expenses.

On August 1, 2023, the pre-funded warrants were exercised.

On July 31, 2023, the Company entered into a binding

term sheet with Xinnovation Therapeutics Co., Ltd., a Company incorporated under the Law of People’s Republic of China.

sheet contemplates that, pursuant to definitive agreements, Xinnovation will be granted an exclusive license to develop, manufacture,

market, and distribute ABV-1504 for Major Depressive Disorder (MDD) and ABV-1505 for Attention-Deficit/Hyperactivity Disorder, in the

Chinese market and shall bear the costs for clinical trials and product registration in China and the Company would receive an initial

license fee and royalty payments ranging from 5 % to 12 % based on the projected annual net sales of the licensed drugs by Xinnovation in

On August 1, 2023, Lind converted $ 500,000 of

convertible notes from the February 2023 Lind Offering, at $ 3.5 per share and received 142,857 shares of common stock.

The principal amount

of the note therefore reduced to $ 3,204,167 .

The Company has evaluated subsequent events and

transactions that occurred after June 30, 2023 up through the date the Company issued these unaudited consolidated financial statements

on August 14, 2023.

All subsequent events requiring recognition as of June 30, 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

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