What changed in this filing

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Item 1. Financial Statements

2024-08-14 compared with 2024-05-17 · 703 added, 517 removed, 1137 unchanged (52% of the section changed)

35 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, 10,698,315 and 7,940,298 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively (1)

Common stock, $ 0.001 par value, 100,000,000 authorized, 12,051,823 and 7,940,298 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively (1)

Additional paid-in capital

Stock subscription receivable

Stock to be issued

Accumulated deficit

16 unchanged sentences

Three months Ended

Six months Ended

Cost of revenues

8 unchanged sentences

( 4,421,031 )

( 4,100,026 )

Other income (expense)

2 unchanged sentences

Operating sublease income

Gain/(Loss) on foreign exchange changes

(Loss) on foreign exchange changes

(Loss) on equity method investment

Other (expense) income

3 unchanged sentences

( 2,233,530 )

( 5,364,602 )

( 4,130,760 )

Provision for (benefit from) income tax

1 unchanged sentence

( 2,315,225 )

( 5,253,708 )

( 4,212,455 )

Net loss attributable to noncontrolling interests

2 unchanged sentences

( 2,263,511 )

( 4,945,621 )

( 4,087,206 )

Foreign currency translation adjustment

2 unchanged sentences

$ ( 2,275,543 )

$ ( 5,026,116 )

$ ( 4,070,129 )

Net loss per share:

Basic and diluted

Weighted average shares used in computing net loss per share of common stock (1) :

Weighted average shares used in computing net loss per share of

common stock (1) :

Basic and diluted

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

(1) Prior period results have been

adjusted to reflect the 1-for-10 reverse stock split effected on July 25, 2023.

The accompanying notes are an integral part

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months Ended

Six months Ended

Cash flows from operating activities

3 unchanged sentences

Stock-based compensation

non-cash expenses

Provision for doubtful accounts

Loss on equity method investment

Other non-cash expenses

Deferred tax expense

Changes in operating assets and liabilities:

2 unchanged sentences

Decrease (increase) in due from related parties

Decrease (increase) in tenant security deposit

Increase (decrease) in accrued expenses and other current liabilities

Increase (decrease) in contract liabilities

Increase (decrease) in taxes payables

Increase (decrease) in due to related parties

1 unchanged sentence

( 1,487,258 )

( 2,397,460 )

Cash flows from investing activities

Increase in prepayment for long-term investments

Net cash provided by financing activities

Cash flows from financing activities

Proceeds from issuance of warrant

Proceeds from convertible notes payable – third parties

Proceeds from exercise of warrant

Repayment of short-term bank loans

( 1,000,000 )

Proceeds from convertible notes payable - third parties

Proceeds from common stock subscription

Net cash provided by financing activities

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

Net decrease in cash and cash equivalents and restricted cash

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

Cash and cash equivalents and restricted cash

2 unchanged sentences

Interest expense paid

Income tax paid

Non-cash financing and investing activities

Issuance of common stock for conversion of debt

$ ( 681,000 )

Supplemental disclosure of cash flows

5 unchanged sentences

EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

Comprehensive

Balance at December 31, 2022

at December 31, 2022

$ ( 1,354,440 )

1 unchanged sentence

$ ( 9,100,000 )

Issuance of common stock for consulting

Stock-based compensation

Net loss for the period

of common stock for consulting service

loss for the period

( 4,087,206 )

1 unchanged sentence

transaction adjustments

Balance at March 31, 2023

at June 30, 2023

$ ( 902,960 )

1 unchanged sentence

$ ( 9,100,000 )

$ ( 367,010 )

Stockholders’

Comprehensive

4 unchanged sentences

$ ( 257,078 )

of subsidiaries’ common shares for consulting services

of common shares upon exercise of convertible notes

of subsidiaries’ common shares for consulting service

of pre-funded warrant

of common stock

based compensation

of common stock warrants

Stock to be issued

loss for the period

1 unchanged sentence

( 5,253,708 )

of common stock

transaction adjustments

at March 31, 2024

$ ( 225,740 )

at June 30, 2024

$ ( 70,365,716 )

26 unchanged sentences

its formation on July 21, 2015.

The Company has three wholly-owned subsidiaries,

BriVision, BioLite Holding Inc.

(“BioLite Holding”), and BioKey Inc.

(“BioKey”), and a partially-owned subsidiary,

AiBtl BioPharma Inc.

BioLite Holding was incorporated in the State

of Nevada with wholly owned subsidiary BioLite BVI, Inc.

(“BioLite BVI”) that was incorporated in the British Virgin Islands.

BioLite BVI holds 73 % ownership of BioLite Inc.

(“BioLite Taiwan”), a Taiwanese corporation that was founded in February 2006.

BioLite Taiwan has been in the business of developing new drugs for over twelve years .

Incorporated in California on November 20, 2000,

BioKey has chosen to initially focus on developing generic drugs to ride the opportunity of the booming industry.

On November 12, 2023, the Company and BioLite

Taiwan each entered into a multi-year, global licensing agreement with AIBL for the Company and BioLite Taiwan’s CNS drugs with

the indications of MDD (Major Depressive Disorder) and ADHD (Attention Deficit Hyperactivity Disorder) (collectively, the “Licensed

The potential license will cover the Licensed Products’ clinical trial, registration, manufacturing, supply, and

distribution rights.

The parties are determined to collaborate on the global development of the Licensed Products.

The parties are also

working to strengthen new drug development and business collaboration, including technology, interoperability, and standards development.

As per each of the respective agreements, each of ABVC and BioLite Taiwan received 23 million shares of AIBL stock and as a result, the

Company has a controlling interest over AIBL.

If certain milestones are met, the Company and BioLite Taiwan are each eligible to receive

$3,500,000 and royalties equaling 5% of net sales, up to $100 million.

LIQUIDITY AND GOING CONCERN

accompanying unaudited interim consolidated 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 interim consolidated 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.

the three months ended March 31, 2024, the Company reported net loss of $ 3,981,019 .

As of March 31, 2024, the Company’s working

capital deficit was $ 4,839,164 .

In addition, the Company had net cash outflows of $ 473,161 from operating activities for the three months

ended March 31, 2024.

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

The accompanying unaudited interim consolidated

financial statements have been prepared in conformity with U.S.

GAAP which contemplates continuation of the Company on a going concern

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 interim consolidated 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 six months ended June 30, 2024, the

Company reported net loss of $ 5,253,708 .

As of June 30, 2024, the Company’s working capital deficit was $ 4,359,360 .

the Company had net cash outflows of $ 1,487,258 from operating activities for the six months ended June 30, 2024.

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 to improve

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

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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, 2024, and results of operations

and cash flows for the three months ended March 31, 2024 and 2023.

The unaudited interim consolidated balance sheet as of December 31,

2023 has been derived from the audited financial statements at that date but does not include all the information and footnotes required

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, 2023 and 2022, and related notes included in the Company’s audited consolidated financial statements.

The accompanying unaudited consolidated

interim financial statements have been prepared in accordance with the generally accepted accounting principles in the United States

of America (the “U.S.

nature, as necessary for the fair statement of the Company’s financial position as of June 30, 2024, and results of operations and

cash flows for the six months ended June 30, 2024 and 2023.

The unaudited interim consolidated balance sheet as of June 30, 2024 has been

derived from the audited financial statements at December 31, 2023 but does not include all the information and footnotes required by

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, 2023 and 2022, and related notes included in the Company’s audited consolidated financial statements.

The accompanying unaudited consolidated interim

financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America

All significant intercompany transactions and account balances have been eliminated.

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

Reclassifications of Prior Year Presentation

Certain prior year unaudited consolidated

interim 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.

Use of Estimates

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the inputs into three broad levels based on the reliability of the inputs as follows:

Level 1 Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available.

Level 2 Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities;

● Level 1 Inputs are quoted prices

in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are

readily and regularly available.

● Level 2 Inputs other than quoted

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

assets or liabilities;

quoted prices in markets that are not active;

or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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.

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.

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

short maturities.

The carrying value of the Company’s short-term bank loan, convertible notes payable, and accrued interest approximates

their fair value as the terms of the borrowing are consistent with current market rates and the duration to maturity is short.

value of the Company’s long-term bank loan approximates fair value because the interest rates approximate market rates that the

Company could obtain for debt with similar terms and maturities.

Cash and Cash Equivalents

The Company considers highly liquid investments

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

As of March 31, 2024 and December 31, 2023, the Company’s

cash and cash equivalents amounted $ 30,489 and $ 60,155 , respectively.

Some of the Company’s cash deposits are held in financial

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

The Company believes

this financial institution is of high credit quality.

The Company considers highly liquid investments with maturities of

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

As of June 30, 2024 and December 31, 2023, the Company’s cash and

cash equivalents amounted $ 124,296 and $ 60,155 , 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

1 unchanged sentence

of deposits as a collateral of short-term loan held in CTBC Bank.

As of March 31, 2024 and December 31, 2023, the Company’s restricted

As of June 30, 2024 and December 31, 2023, the Company’s restricted

cash amounted $ 618,473 and $ 656,625 , respectively.

16 unchanged sentences

Concentration of clients

As of March 31, 2024, the most major client, specializes

in developing and commercializing of dietary supplements and therapeutics in dietary supplement industry, accounted for 87.24 % of the

Company’s total account receivable.

As of June 30, 2024, the most major client, specializes

in developing and commercializing of dietary supplements and therapeutics in dietary supplement industry, accounted for 87.2 % of the Company’s

total account receivable.

As of December 31, 2023, the most major client,

1 unchanged sentence

of the Company’s total account receivable.

For the three months ended March 31, 2024, one

major client, manufactures a wide range of pharmaceutical products, accounted for 100 % of the Company’s total revenues.

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 revenues.

Accounts receivable and allowance for expected credit losses accounts

For the six months ended June 30, 2024, one major client, manufactures

a wide range of pharmaceutical products, accounted for 98.0 % of the Company’s total revenues.

For the six months ended June 30,

2023, two major clients, manufacturing drugs, dietary supplements, and medical products, accounted for 43.6 % and 34.8 % of the Company’s

total revenues.

Accounts receivable and allowance for expected

credit losses accounts

Accounts receivable is recorded and carried at

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Allowance for expected credit losses accounts

was $ 616,448 and $ 616,505 as of March 31, 2024 and December 31, 2023, respectively.

was $ 616,427 and $ 616,505 as of June 30, 2024 and December 31, 2023, respectively.

Revenue Recognition

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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.

Collaborative Revenues - The Company recognizes

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

The terms of these agreements

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

non-refundable upfront license fees, development and

commercial milestones, partial or complete reimbursement of research and development costs, and royalties on net sales of licensed products.

Each type of payments results in collaborative revenues except for revenues from royalties on net sales of licensed products, which are

classified as royalty revenues.

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

Revenue is recognized

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

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,

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does not have control over the investees as:

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

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

Non-marketable cost method investments when the equity method does not apply.

● Equity method investments when

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

Its proportionate share of the income

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

● Non-marketable cost method

investments when the equity method does not apply.

Significant judgment is required to identify whether

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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.

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;

● Marketable equity securities

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

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

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

include industry and sector performance, changes in technology, operational and financing cash flow factors, and changes in the investee’s

credit rating.

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

in gains (losses) on equity investments.

● Non-marketable equity investments

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

the operating performance of the investee;

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

changes in operating structure or management of the investee;

operating structure or management of the investee;

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.

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, 2024 and 2023, respectively.

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.

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

on equity investments.

Other-than-temporary impairment of equity investments were $ 0 and $ 0 for the six months ended June 30, 2024 and

2023, respectively.

The Company evaluates goodwill for impairment

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and general economic conditions.

The Company completed the required testing

of goodwill for impairment as of March 31, 2024 and December 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.

The Company completed the required testing of

goodwill for impairment as of June 30, 2024 and December 31, 2023, and determined that goodwill was impaired because of the current financial

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

which are highly uncertain.

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

reasonably assured.

Convertible Notes

The Company accounts for the convertible notes

issued at a discount, by comparing the principal amount and book value, with the calculation of discounted method.

The Company assess

the discount per month.

The amortization period of the promissory note is 18 months.

Convertible Notes

The amortization period

of the convertible note discount is the term of the notes.

The Company accounts for warrants as either equity-classified

15 unchanged sentences

value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

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

Research and Development Expenses

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The total amounts for such employee

benefits, which were expensed as incurred, were $ 2,379 and $ 2,804 for the three months ended March 31, 2024 and 2023, respectively.

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

benefits, which were expensed as incurred, were $ 3,759 and $ 2,455 for the three months ended June 30, 2024 and 2023, respectively, and

$ 6,138 and $ 5,259 for the six months ended June 30, 2024 and 2023, 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 $ 1,935,755 and $ 0 for the three months ended March 31, 2024

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 $ 187,001 and $ 0 for the three months and were $ 2,122,756 and $ 0 for the six months ended June 30,

2024 and 2023, respectively.

The Company accounted for stock-based compensation

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

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

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

non-employee stock-based compensation expenses were $ 609,240 and $ 366,489 for the three months ended March 31, 2024 and 2023, respectively.

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

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

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

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

Total non-employee

stock-based compensation expenses were $ 225,740 and $ 225,740 for the three months ended June 30, 2024 and 2023, respectively, and were

$ 834,980 and $ 592,229 for the six months ended June 30, 2024 and 2023, respectively.

The Company accounts for income taxes using the

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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.

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

being presumed to occur.

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

The first step is to determine whether

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

litigations based on the technical merits of that position.

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

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

A tax position is measured at the largest amount

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

Tax positions that previously failed to

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

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

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

Penalties and interest incurred related to underpayment of income

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

No significant penalty or interest relating to income taxes has been incurred

for the three months ended March 31, 2024 and 2023.

GAAP also provides guidance on de-recognition, classification, interest and penalties,

accounting in interim periods, disclosures and transition.

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

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

merits of that position.

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

of benefits recognized in the financial statements.

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

percent likely of being realized upon ultimate settlement.

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

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

Previously recognized tax positions that

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

threshold is no longer satisfied.

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

in the year incurred.

No significant penalty or interest relating to income taxes has been incurred for the three and six months ended

June 30, 2024 and 2023.

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

disclosures and transition.

On December 22, 2017, the SEC issued Staff Accounting

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Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt

— Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity

(Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”).

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.

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

In August 2023, the FASB issued ASU 2023-05, Business

Combinations—Joint Venture Formations (Subtopic 805-60) which requires certain joint ventures to apply a new basis of accounting

upon formation by recognizing and initially measuring most of their assets and liabilities at fair value.

The guidance does not apply

to joint ventures that may be proportionately consolidated and those that are collaborative arrangements.

ASU 2023-05 is effective for

joint venture with a formation date on or after January 1, 2025, early adoption is permitted.

The Company is currently evaluating the

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

COLLABORATIVE AGREEMENTS

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Taiwan is entitled to receive royalty on 12 % of BHK’s net sales related to BLI-1401-2 Products.

As of March 31, 2024 and December

31, 2023, the Company has not earned the royalty under the BHK Co-Development Agreement.

As of June 30, 2024, the Company

has not earned the royalty under the BHK Co-Development Agreement.

(ii) On December 9, 2015, BioLite Taiwan entered

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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 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, 2024 and December 31, 2023, the Company has not earned the royalty under the BHK Collaborative Agreements.

30, 2024, the Company has not earned the royalty under the BHK Collaborative Agreements.

Co-Development agreement with Rgene Corporation,

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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.

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

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The Company is expected to receive the outstanding loan

from the related party by the 2023 Q4, either by cash or conversion of shares 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;

from the related party either by cash or conversion of shares 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.

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 Note if not cured after 5 business days of written notice regarding the breach is provided.

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

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 Note if not cured after 5 business days of written notice regarding the breach is provided.

Upon an event of default, the outstanding

principal and any accrued and unpaid interest shall be immediately due and payable.

The Service Agreement shall remain in effect until

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

On June 30, 2019, BriVision entered into a Stock

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

Pursuant to the Purchase Agreement, the Company issued

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

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 42,857 shares

(post-split) 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

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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.

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 41,470 shares (post-split)

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

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BioFirst is targeting to complete the construction

The above-mentioned equity is before the reverse

stock split in 2023.

Collaborative agreement with ForSeeCon Eye

Corporation, a related party

On March 25, 2024, the Company, and one of its co-development partners,

BioFirst Corporation, a company registered in Taiwan (“BioFirst”), each entered into a twenty-year, global definitive licensing

agreement (the “FEYE Licensing Agreement”) with ForSeeCon Eye Corporation, a company registered in the British Virgin Islands

(“FEYE”) for the products in the Company and BioFirst’s Ophthalmology pipeline, including Vitargus (the “Vitargus

The license covers the Vitargus Products’ clinical trial, registration, manufacturing, supply, and distribution

FEYE also has the rights to sublicense or partner with a third party to develop the Licensed Products.

As per each of the respective

FEYE Licensing Agreements, each of the Company and BioFirst shall receive a total licensing fee of $ 33,500,000 , composed of an upfront

payment of $ 30,000,000 , which can instead be paid with 5 million shares of FEYE stock at $ 6 per share within 30 days after the execution

of the FEYE Licensing Agreement, and a $3,500,000 cash milestone payment, due 30 days upon completion of next round fundraising.

Additionally,

each of the Company and BioFirst are eligible to receive royalties of 5 % of net Sales.

As of June 30, 2024, the Company received

5,000,000 FEYE shares but did not recognize such licensing revenue since the fair value of FEYE stock is uncertain.

18, 2024, the Company and BioFirst, each entered into an amendment (the “ Amendment ”)

to the Licensing Agreement with FEYE, pursuant to which the Company and BioFirst have agreed to allow FEYE to pay the second milestone

payment in the amount of $3,500,000 per Licensing Agreement, incrementally (such as $ 100,000 ), at any given time, rather than in one lump

During the six months ended June 30, 2024, the Company received $ 116,000 pursuant to the Amendment, and recognized $ 116,000 revenue

in the period ended June 30, 2024.

Collaborative agreement with OncoX BiopPharma,

On April 16, 2024, the Company entered into a definitive agreement

with OncoX BioPharma, Inc., a private company registered in the British Virgin Islands (“Oncox”), pursuant to which the Company

will grant Oncox an exclusive right to develop and commercialize ABVC’s single-herb botanical drug extract from the dry fruit body

of Maitake Mushroom (Grifola Frondosa) for treatment of Non-Small Cell Lung Cancer (the “Lung Cancer Products”), within North

America for 20 years (the “April 2024 Oncox Agreement”).

In consideration thereof, Oncox shall pay ABVC $ 6,250,000 (or 1,250,000

Oncox shares valued at $ 5 per share) 30 days after entering into the agreement and $ 625,000 , 30 days following the completion of Oncox’s

next round of fundraising, of which there is no guarantee;

ABVC is also entitled to 5 % royalties based on the Net Sales, as defined in

the April 2024 Oncox Agreement, from the first commercial sale of the Lung Cancer Product in North America, of which there can be no guarantee.

Oncox entered into the same agreement with ABVC’s affiliate, Rgene Corporation.

On May 8, 2024, the Company entered into a definitive agreement with

OncoX, pursuant to which the Company will grant Oncox an exclusive right to develop and commercialize ABVC’s BLEX 404 single-herb

botanical drug extract from the dry fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Pancreatic (the Pancreatic Product),

within a certain territory, specified as 50 % of the Worldwide Marketsfor 20 years (the “May 8, 2024 Oncox Agreement”).

consideration thereof, Oncox shall pay ABVC a total of $ 6,250,000 (or 1,250,000 Oncox shares valued at $ 5 per share 1 ) within

30 days of entering into the May 8, 2024 Oncox Agreement, with an additional milestone payment of $ 625,000 in cash after OncoX’s

next round of fundraising, of which there can be no guarantee.

Oncox may remit cash payments of at least $ 100,000 towards the licensing

fees and deductible from the second milestone payment;

ABVC is also entitled to royalties of 5 % of Net Sales, as defined in the May 8,

2024 Oncox Agreement, from the first commercial sale of the Pancreatic Product in the noted territory, which remains uncertain.

will permit Oncox to pay the license fee in installments or in a lump sum and will allow Oncox to use its revenue to fund such payments.

Oncox entered into the same agreement with ABVC’s affiliate, Rgene Corporation.

On May 23, 2024, the Company entered into a definitive

agreement with OncoX, pursuant to which the Company will grant Oncox an exclusive right to develop and commercialize ABVC’s BLEX

404 single-herb botanical drug extract from the dry fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Myelodysplastic

Syndrome (the “MS Products”), within a certain territory, specified as 50 % of the Worldwide Markets for 20 years (the “May

23, 2024 Oncox Agreement”).

In consideration thereof, Oncox shall pay ABVC a total of $ 6,250,000 (or 1,250,000 Oncox shares valued

at $ 5 per share1) 30 days after entering the May 23, 2024 Oncox Agreement, with an additional milestone payment of $ 625,000 in cash after

OncoX’s next round of fundraising, of which there can be no guarantee.

Oncox may remit cash payments of at least $ 100,000 towards

the licensing fees and deductible from the second milestone payment;

ABVC is also entitled to royalties of 5 % of Net Sales, as defined

in the May 23, 2024 Oncox Agreement, from the first commercial sale of the MS Product in the noted territory, which remains uncertain.

Oncox may use its revenue to fund the licensing fees.

Oncox entered into the same agreement with ABVC’s affiliate, Biolite, Inc.

PROPERTY AND EQUIPMENT

Property and equipment as of March 31, 2024 and

Property and equipment as of June 30, 2024 and

December 31, 2023 are summarized as follows:

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The asset ownership certification is in the application

However, the Company’s ownership rights to the property and the associated land parcel, or a suitable replacement property, are

safeguarded under the terms of the cooperation agreement, which is legally binding and enforceable.

However, the Company’s ownership rights to the property and the associated land parcel, or a suitable replacement property,

are safeguarded under the terms of the cooperation agreement, which is legally binding and enforceable.

The Construction-in-progress is planned to finish

before the end of 2024.

Depreciation expenses were $ 1,286 and $ 6,493 for

three months ended March 31, 2024 and 2023, respectively.

Depreciation expenses were $ 13,305 and $ 6,997 for three months ended

June 30, 2024 and 2023, respectively.

Depreciation expenses were $ 14,591 and $ 13,490 for six months ended

June 30, 2024 and 2023, respectively.

LONG-TERM INVESTMENTS

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Ownership percentage

Name of related party

June 30, December 31, Accounting

Name of related party 2024 2023 treatments

Braingenesis Biotechnology Co., Ltd.

Genepharm Biotech Corporation

BioHopeKing Corporation

BioFirst Corporation

Equity Method

Rgene Corporation

Equity Method

0.17 % 0.17 % Cost Method

Genepharm Biotech Corporation 0.67 % 0.67 % Cost Method

BioHopeKing Corporation 5.90 % 5.90 % Cost Method

ForSeeCon Corporation

% Cost Method

BioFirst Corporation 18.68 % 18.68 % Equity Method

Rgene Corporation 26.65 % 26.65 % Equity Method

(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

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

Genepharm Biotech Corporation No specific business relationship

BioHopeKing Corporation Collaborating with the Company to develop and commercialize drugs

ForSeeCon Corporation Collaborating with the Company to develop and commercialize ophthalmic

medical devices (referring to Note 4, Collaborative Agreements)

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

Rgene Corporation Collaborating with the Company to develop and commercialize drugs

BioLite Japan K.K.

Prepaid investment for a Joint Venture

(3) Long-term investment mainly

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BioHopeKing Corporation

ForSeeCon Corporation (See Note 4)

Equity Method Investments, net

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(a) BioFirst Corporation (the “BioFirst”):

The Company holds an equity interest

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

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

Equity method adjustments include the Company’s

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

As of March 31, 2024 and December

31, 2023, the Company owns 18.68 % and 18.68 % common stock shares of BioFirst, respectively.

The Company made a prepayment for equity investment

in BioFirst to purchase additional shares to be issued by BioFirst in the aggregate amount of $ 2,688,578 , recorded as prepayment for long-term

investments as of December 31, 2022.

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, 2024 and December 31, 2023, the Company owns 18.68 %

and 18.68 % common stock shares of BioFirst, respectively.

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

additional shares to be issued by BioFirst in the aggregate amount of $ 2,688,578 , recorded as prepayment for long-term investments as

of December 31, 2022.

On July 19, 2023, the Company successfully completed the registration process for this investment.

The initial prepayment was $ 1,895,556 , which is a portion of the prepayment as of December 31, 2022, and was converted into 994,450 shares

of BioFirst stock.

As of March 31, 2024, the amount of prepayment for long-term investments in BioFirst is $ 1,124,842 .

prepayment was $ 1,895,556 , which is a portion of the prepayment as of December 31, 2022, and was converted into 994,450 shares of

BioFirst stock.

As of June 30, 2024, the amount of prepayment for long-term investments in BioFirst is $ 1,124,842 .

Summarized financial information for the Company’s

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Statement of Operations

Three months Ended

Six months Ended

Share of losses from investments accounted for using the equity method

(b) Rgene Corporation (the “Rgene”)

Both Rgene and the Company are under

common control by Dr.

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

Tsung-Shann Jiang is able to exercise significant

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

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

Equity method adjustments include the Company’s

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

As of March 31, 2024 and December

31, 2023, the Company owns 26.65 % and 26.65 % Common Stock shares of Rgene, respectively.

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

Jiang, the CEO and Chairman of the BioLite Inc.

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

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

Method and Joint Ventures (“ASC 323”).

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

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

As of June 30, 2024 and December 31, 2023, the Company owns 26.65 %

and 26.65 % Common Stock shares of Rgene, respectively.

Summarized financial information for the Company’s

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Statement of Operations

Three months Ended

Six months Ended

Share of loss from investments accounted for using the equity method

In October 2021, the Company, Lucidaim Co., Ltd.,

a Japanese corporation (“ Lucidaim ,” together with the Company, the “ Shareholders ”), and BioLite

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

BioLite JP is a private limited

company incorporated on December 18, 2018.

The business of the joint venture is the research and development of drugs, medical device

and digital media, investment, fund running and consulting, distribution and marketing of supplements carried on by BioLite JP and its

subsidiaries in Japan, or any other territory or businesses.

A t the date of the Agreement, BioLite JP has 10,000 ordinary shares

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

Pursuant to the Agreement and

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

The Company paid $ 150,000 towards the setup of the joint venture;

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

Letter of Intent was signed.

This prepayment is booked in prepayment for investment.

(4) Disposition of long-term investment

During the three months ended March

During the six months ended June 30,

2024 and 2023, there is no disposition of long-term investment.

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for each period were as follows:

Three months Ended

Six months Ended

Share of equity method investee losses

CONVERTIBLE NOTES PAYABLE

On February 23, 2023, the Company entered into

a securities purchase agreement (the “Lind Securities Purchase Agreement”) with Lind Global Fund II, LP (“Lind”),

pursuant to which the Company issued Lind a secured, convertible note in the principal amount of $ 3,704,167 (the “Lind Offering”),

for a purchase price of $ 3,175,000 (the “Lind Note”), that is convertible into shares of the Company’s common stock

at an initial conversion price of $ 1.05 per share, subject to adjustment (the “Note Shares”).

The Company also issued Lind

a common stock purchase warrant (the “Lind Warrant”) to purchase up to 5,291,667 shares of the Company’s common stock

at an initial exercise price of $ 1.05 per share, subject to adjustment (each, a “Warrant Share,” together with the Note, Note

Shares and Warrants, the “Lind Securities”).

On February 23, 2023, the Company entered into a securities purchase

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

the principal amount of $ 3,704,167 , for a purchase price of $ 3,175,000 (the “Lind Note”), that is convertible into shares

of the Company’s common stock at an initial conversion price of $ 10.5 per share, subject to adjustment.

The Lind Note shall be due

and payable on August 23, 2024 and bears no interest.

The Company also issued Lind a common stock purchase warrant to purchase up to 529,167

shares (post-split) of the Company’s common stock at an initial exercise price of $ 10.5 per share, subject to adjustment.

Beginning with the date that is six months from

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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 (the “Mandatory Default Amount”), in addition to any other remedies under the Note or the other Transaction Documents.

The Company and Lind entered into a letter agreement on September 12, 2023, pursuant to which the Mandatory Default Amount was reduced

to 115 % of the then outstanding principal amount of the Lind Note;

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

(the “Mandatory Default Amount”), in addition to any other remedies under the Note or the other Transaction Documents.

Company and Lind entered into a letter agreement on September 12, 2023, pursuant to which the Mandatory Default Amount was reduced to

115 % of the then outstanding principal amount of the Lind Note;

pursuant to the letter agreement, Lind also agreed to waive any default

1 unchanged sentence

but retained its right to convert its Note.

In addition, if the Company is unable to increase its market capitalization and is unable

to obtain a further waiver or amendment to the Lind Note, then the Company could experience an event of default under the Lind Note, which

could have a material adverse effect on the Company’s liquidity, financial condition, and results of operations.

The Company cannot

make any assurances regarding the likelihood, certainty, or exact timing of the Company’s ability to increase its market capitalization,

as such metric is not within the immediate control of the Company and depends on a variety of factors outside the Company’s control.

The Lind Warrant may be exercised via cashless

The warrant exercise price was reset to $ 3.5 in

accordance to the issuance of common stock in relation to securities purchase agreement on July 2023.

On November 17, 2023, the Company entered another

securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note in the principal amount

of $ 1,200,000 , for a purchase price of $ 1,000,000 , that is convertible into shares of the Company’s common stock at a conversion

price, which shall be the lesser of (i) $ 3.50 and (ii) 90 % of the average of the three lowest VWAPs during the 20 trading days prior to

Lind will also receive a 5-year, common stock purchase warrant to purchase up to 1,000,000 shares of the Company’s common

stock at an initial exercise price of $ 2 per share for a period of 5 years.

The warrants were valued using the Black-Scholes model.

fair value of the warrants was determined to be $ 480,795 , which was recorded to debt discount.

An amendment was filed on February 29,

2024 to disclose that due to Nasdaq requirements, the parties entered into an amendment to the Note, pursuant to which the conversion

price shall have a floor price of $ 1.00 (the “Amendment”).

Additionally, the Amendment requires the Company to make a cash

payment to Lind if in connection with a conversion, the conversion price is deemed to be the floor price.

January 17, 2024, the Company entered another securities purchase agreement with Lind, pursuant to which the Company issued Lind a

secured, convertible note in the principal amount of $ 1,000,000 , for a purchase price of $ 833,333 , that is convertible into shares

of the Company’s common stock at a conversion price, which shall be the lesser of (i) $ 3.50 and (ii) 90 % of the average of the

three lowest VWAPs during the 20 trading days prior to conversion.

Lind will also receive a 5 -year, common stock purchase warrant to

purchase up to 1,000,000 shares of the Company’s common stock at an initial exercise price of $ 2 per share.

The warrants were

valued using the Black-Scholes model.

The fair value of the warrants was determined to be $ 394,071 , which was recorded to debt

As of March 31, 2024 and December 31, 2023, the

aggregate carrying values of the convertible debentures were $842,567 and $ 569,456 , respectively.

Total interest expenses in connection with the

above convertible note payable were $ 672,016 and $ 31,587 for the three months ended March 31, 2024 and 2023, respectively .

The principal amount was revised to $ 3,167,292 in the agreement.

As of June 30, 2024, the

Company has fully repaid the Lind Note with issuance of the Company’s common stock in installments.

The warrant exercise price was reset to $ 3.5 in accordance with the issuance of

common stock in relation to securities purchase agreement on July 2023.

22, 2024, the exercise price of these warrants was reset to $ 0.75 along with the immediate exercise of existing warrants and issuance

of the New Warrants.

As of June 30, 2024, these warrants were fully exercised.

On November 17, 2023, the Company entered another securities purchase

agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note (the “2 nd Lind Note”)

in the principal amount of $ 1,200,000 , for a purchase price of $ 1,000,000 , that is convertible into shares of the Company’s common

stock at a conversion price, which shall be the lesser of (i) $ 3.50 and (ii) 90 % of the average of the three lowest VWAPs during the 20

trading days prior to conversion.

The 2 nd Lind Note shall be due and payable on May 19, 2025 and bear no interest.

may prepay all, but not less than all, outstanding principal amount prior to the maturity, and Lind shall have the right to convert up

to one third of the principal amount when the Company prepays.

Upon the occurrence of any Event of Default (as defined in the 2 nd

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.

Lind also received a 5-year common stock purchase warrant to purchase

up to 1,000,000 shares of the Company’s common stock at an initial exercise price of $ 2 per share for a period of 5 years.

were valued using the Black-Scholes model.

The fair value of the warrants was determined to be $ 480,795 , which was recorded to debt discount.

An amendment was filed with the SEC on February 29, 2024 to disclose that due to Nasdaq requirements, the parties entered into an amendment

to the Note, pursuant to which the conversion price shall have a floor price of $ 1.00 .

Additionally, the amendment requires the Company

to make a cash payment to Lind if in connection with a conversion, the conversion price is deemed to be the floor price.

On January 17, 2024, the Company entered another

securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note (the “3 rd

Lind Note”) in the principal amount of $ 1,000,000 , for a purchase price of $ 833,333 , that is convertible into shares of the Company’s

common stock at a conversion price, which shall be the lesser of (i) $ 3.50 and (ii) 90 % of the average of the three lowest VWAPs during

the 20 trading days prior to conversion.

The 3 rd Lind Note shall be due and payable on July 17, 2025 and bear no interest.

The Company may prepay all, but not less than all, outstanding principal amount prior to the maturity, and Lind shall have the right to

convert up to one third of the principal amount when the Company prepays.

Upon the occurrence of any Event of Default (as defined in the

3 rd 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 Lind also received a 5 -year, common stock purchase

warrant to purchase up to 1,000,000 shares of the Company’s common stock at an initial exercise price of $ 2 per share.

were valued using the Black-Scholes model.

The fair value of the warrants was determined to be $ 394,071 , which was recorded to debt discount.

An amendment was filed with the SEC on February 29, 2024 to disclose that due to Nasdaq requirements, the parties entered into an amendment

to the Note, pursuant to which the conversion price shall have a floor price of $ 1.00 .

Additionally, the amendment requires the Company

to make a cash payment to Lind if in connection with a conversion, the conversion price is deemed to be the floor price.

In connection with above three Lind Note offerings,

the Company and its subsidiaries:

BioKey, BioLite, Biolite BVI, and American BriVision, jointly and severally guaranteed all of the obligations

of the Company in connection with the offering with certain collateral, as set forth in the related transaction documents.

On May 22, 2024, Lind has exercised 1,000,000 of the existing warrants

to purchase shares of Common Stock at a reduced exercise price of $ 0.75 per share.

Refer to the details in Note 12, Equity.

As of June 30, 2024 and December 31, 2023,

the aggregate carrying values of the convertible debentures were $ 956,880 and $ 569,456 , respectively, with unamortized debt discount and

issuance costs of $ 1,243,120 and $ 1,441,719 , respectively.

The estimated aggregate fair value (Level 2) of the convertible debentures

were $ 2,640,000 and $ 2,372,851 , respectively.

Total interest expenses in connection with the above convertible note

payable were $ 244,488 and $ 93,155 for the three months ended June 30, 2024 and 2023, respectively;

were $ 916,504 and $ 124,742 for the

six months ended June 30, 2024 and 2023, respectively.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

8 unchanged sentences

Cathay United Bank

June 28, 2016, BioLite Taiwan and Cathay United Bank entered into a one-year bank loan agreement (the “Cathay United Loan Agreement”)

in a credit limit amount of NT$ 7,500,000 , equivalent to $ 234,750 .

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

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

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 1.31 %.

The loan balance bears interest at a floating rate of prime

rate plus 1.31 %.

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

The Company renews the agreement with the bank every

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

equivalent to $ 234,750 for one year , which is due on September 6, 2023.

On September 6, 2023, BioLite Taiwan extended the Cathay United

Loan Agreement with the same principal amount of NT$ 7,500,000 , equivalent to $ 234,750 for one year, which is due on September 6, 2024.

As of March 31, 2024 and December 31, 2023, the effective interest rates per annum was 2.92 %

and 2.87 %, respectively.

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

by the Company’s chairman.

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 $ 231,000 for one year , which is due on September 6, 2023.

On September 6, 2023, BioLite Taiwan extended

the Cathay United Loan Agreement with the same principal amount of NT$ 7,500,000 , equivalent to $ 231,000 for one year, which is due on

September 6, 2024.

As of June 30, 2024 and December 31, 2023, the effective interest rates per annum was 2.99 % and 2.87 %, 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 $ 1,752 and $ 1,745 for the three months ended

June 30, 2024 and 2023, respectively.

Interest expenses were $ 3,488 and $ 3,394 for the

three months ended March 31, 2024 and 2023, respectively.

six months ended June 30, 2024 and 2023, respectively.

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

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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.

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

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loan going forward.

Interest expenses were $ 3,882 and $ 4,098 for the three months ended

June 30, 2024 and 2023, respectively.

Interest expenses were $ 7,846 and $ 7,929 for the

three months ended March 31, 2024 and 2023, respectively.

On January 21, 2019, the Company received a loan

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

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

on the same day.

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

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

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

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

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

Pursuant to the Note, the Company

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

before the Maturity Date without penalty.

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

plus the Regular Interest Rate.

In connection with the Note and Loan Agreement,

on January 8, 2019, each of Dr.

Tsung Shann Jiang and Dr.

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

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

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

Tsung Shann Jiang is the Chairman and Chief Executive Officer of

BioLite Holding, Inc.

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

On December 29, 2020, the Company

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

Tsung Shann Jiang and Dr.

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

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

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

secure the loans under the Loan Agreement and the Note.

Pursuant to the Security Agreements, each of the Company and BioKey (each, a “Grantor”,

and collectively, the “Grantors”) granted security interest in the collaterals as defined therein, comprised of almost all

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

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

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

On April 8, 2020 and October 3, 2020, the Company repaid an aggregated

principal amount of $ 350,000 .

On December 3, 2020, the Company renewed the Loan Agreement with the principal amount of $ 650,000 for ten

months, which is due on October 31, 2021.

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

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

On September 24, 2021, the Cathay Bank has increased the line of credit to $ 1,000,000

from $ 650,000 .

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, 2024 and December 31, 2023,

the effective interest rates per annum was 0 % and 0 %, respectively and the outstanding loan balance were $ 0 and $ 0 .

Interest expenses were $ 1,736 and $ 10,209 for

the three months ended March 31, 2024 and 2023, respectively.

six months ended June 30, 2024 and 2023, respectively.

RELATED PARTIES TRANSACTIONS

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are reported in these financial statements are as follows:

Name of entity or Individual

Relationship with the Company and its subsidiaries

BioFirst Corporation (the “BioFirst”)

Entity controlled by controlling beneficiary shareholder of YuanGene

Name of entity or Individual Relationship with the Company and its subsidiaries

BioFirst Corporation (the “BioFirst”) Entity controlled by controlling beneficiary shareholder of YuanGene

BioFirst (Australia) Pty Ltd.

(the “BioFirst (Australia)”)

100% owned by BioFirst;

(the “BioFirst (Australia)”) 100% owned by BioFirst;

Entity controlled by controlling beneficiary shareholder of YuanGene

Rgene Corporation (the “Rgene”)

Shareholder of the Company;

Rgene Corporation (the “Rgene”) Shareholder of the Company;

Entity controlled by controlling beneficiary shareholder of YuanGene;

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Tsung-Shann Jiang

YuanGene Corporation (the “YuanGene”)

Controlling beneficiary shareholder of the Company

AsiaGene Corporation (the “AsiaGene”)

entity controlled by controlling beneficiary shareholder of YuanGene

Keypoint Technology Ltd.

(the “Keypoint’)

The Chairman of Keypoint is Eugene Jiang’s mother.

Lion Arts Promotion Inc.

(the “Lion Arts”)

Shareholder of the Company

Yoshinobu Odaira (the “Odaira”)

Director of the Company

ForSeeCon Corporation (the “FEYE”) Cost method investment

YuanGene Corporation (the “YuanGene”) Controlling beneficiary shareholder of the Company

GenePharm Inc.

(the “GenePharm”)

(the “GenePharm”) Dr.

George Lee, Board Director of BioKey, is the Chairman of GenePharm.

Euro-Asia Investment & Finance Corp Ltd.

(the “Euro-Asia”)

Shareholder of the Company

LBG USA, Inc.

(the “LBG USA”)

100% owned by BioFirst;

Entity controlled by controlling beneficiary shareholder of YuanGene

LionGene Corporation (the “LionGene”)

Shareholder of the Company;

Entity controlled by controlling beneficiary shareholder of YuanGene

Kimho Consultants Co., Ltd.

(the “Kimho”)

Shareholder of the Company

The Jiangs Mr.

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

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Shu-Ling Jiang, Mr.

Tsung-Shann Jiang’s wife, is the Chairman of Keypoint;

and a member of board of directors of BioLite Inc.

Tsung-Shann Jiang’s wife, and a member of board of directors of BioLite Inc.

Eugene Jiang is Mr.

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Shu-Ling Jiang’s sibling.

Shareholder of the Company

BioHopeKing Corporation

Entity controlled by controlling beneficiary shareholder of ABVC

Jaimes Vargas Russman

CEO of AiBtl BioPharma Inc

Amkey Ventures, LLC (“Amkey”)

An entity controlled by Dr.

George Lee, who serves as one of the board directors of BioKey, Inc

BioLite Japan

Entity controlled by controlling beneficiary shareholder of ABVC

BioHopeKing Corporation

Entity controlled by controlling beneficiary shareholder of ABVC

ABVC BioPharma (HK), Limited

An entity 100% owned by Mr.

Tsung-Shann Jiang

BioLite Japan Entity controlled by controlling beneficiary shareholder of ABVC

BioHopeKing Corporation (“BHK”) Entity controlled by controlling beneficiary shareholder of ABVC

Revenues – related parties

six months ended June 30, 2024, the Company received $ 116,000 pursuant to the licensing agreement and related amendment with FEYE, and

recognized $ 116,000 revenue in the period ended June 30, 2024.

Please refer to Note 4, Collaborative Agreements for details.

Accounts receivable - related parties

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regarding the breach is provided.

As of March 31, 2024 and December 31, 2023, the outstanding loan balance

were both $ 500,000 ;

As of June 30, 2024 and December 31,

2023, the outstanding loan balance were both $ 500,000 ;

and accrued interest was $ 51,319 and $ 38,819 , respectively.

As of March 31, 2024 and December 31, 2023, the Company has other receivables

amounted $ 2,553 and $ 2,667 from Rgene due to daily operations, respectively.

(2) The balances mainly represent advances to BioFirst (Australia) for

research and development purposes.

The business conditions of BioFirst (Australia) deteriorated and, as a result, the Company recognized

expected credit losses of $839,983 for the year ended December 31, 2023.

(3) On February 24, 2015, BioLite

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

The Company expects

to receive the repayment within next 12 months once Rgene receives the licensing fees from OncoX.

As of June 30, 2024 and December 31, 2023, the Company has other

receivables amounted $ 1,910 and $ 2,667 from Rgene due to daily operations, respectively.

(2) The balances mainly represent

advances to BioFirst (Australia) for research and development purposes.

The business conditions of BioFirst (Australia) deteriorated

and, as a result, the Company recognized expected credit losses of $ 839,983 for the year ended December 31, 2023.

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, 2024 and December 31, 2023, due from BHK was $ 123,363 and $ 113,516 , respectively.

Under the term

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

As of June 30, 2024 and December 31, 2023, due from BHK was $ 121,392

and $ 113,516 , respectively.

(4) On December 31, 2023, the Company entered into a loan agreement with BioFirst, with a principal amount of $ 341,029 to BioFirst which bears interest at 12 % per annum for the use of working capital.

As of March 31, 2024 and December 31, 2023, the outstanding loan balance was $ 346,565 and $ 206,087 , respectively;

During the period ended June 30, 2024, the Company entered into another loan agreement with BioFirst, with a principal amount of $ 346,685 to BioFirst which bears interest at 12 % per annum for the use of working capital.

As of June 30, 2024 and December 31, 2023, the outstanding loan balance was $ 687,714 and $ 206,087 , respectively;

accrued interest was $16,362 and $ 0 , respectively.

The Company expects to receive the repayment within next 12 months once BioFirst receives the licensing fees from FEYE.

As of June 30, 2024 and December 31, 2023, the Company has other receivables from BioFirst amounted $ 1,007 and $ 0 , respectively, due to daily operations.

Potential risks for receivable:

Delayed Payments:There's a risk that OncoX or ForSeeCon may delay their

payments to Rgene or BioFirst, respectively.

This delay can affect the timing of the repayment.

Default Risk:

OncoX or ForSeeCon may default on their payments

due to financial instability, which would directly impact Rgene’s or BioFirst’s ability to repay the loan.

Operational Risk:

Dependency on Licensing Revenue:

Both Rgene and BioFirst are dependent

on receiving licensing fees from OncoX and ForSeeCon.

Any disruption in these business relationships, such as contract disputes or changes

in market conditions, could impact their revenue and, in turn, their ability to meet repayment obligations.

Collection Risk:

Challenges in collecting licensing fees, such as administrative

errors or disputes over payment amounts, could delay the receivables.

Economic Downturn:

A general economic downturn could affect the financial

health of OncoX, ForSeeCon, Rgene, and BioFirst.

Reduced market demand or adverse changes in regulations could reduce the licensing fees

received, leading to potential issues in repayment.

Currency Fluctuations:

If the licensing fees or loans are in different

currencies, exchange rate volatility could reduce the value of receivables, impacting the repayment ability.

Legal and Regulatory Risks:

Contractual Obligations:

Any ambiguity or changes in the licensing

agreements between the parties could lead to legal disputes or renegotiations, potentially delaying the repayment process.

Compliance Risks:

If either party fails to comply with relevant

laws and regulations (e.g., intellectual property laws or tax regulations), it could result in fines, penalties, or legal costs that could

deplete the funds available for repayment.

Counterparty Risk:

Financial Health of Counterparties:

If OncoX or ForSeeCon face financial

difficulties or insolvency, it could severely impact their ability to pay licensing fees, thus affecting the repayment to Rgene and BioFirst.

Changes in Business Strategy:

OncoX or ForSeeCon may shift their

business strategy or priorities, potentially reducing their focus on the products or technologies licensed from Rgene or BioFirst, leading

to lower-than-expected fees.

12-Month Repayment Window:** While the repayment can be made

within 12 months, any delays toward the end of this period can increase uncertainty.

If the receivables are delayed beyond the 12-month

window, it may lead to financial stress or breach of agreements.

Changes to the Repayment Plan:

Negotiation Risk:

Any proposed changes to the repayment plan

require mutual agreement.

Disagreements or prolonged negotiations could delay repayment or lead to disputes.

By identifying and managing these risks, the parties involved will

better ensure that the repayment process is smooth and any potential issues are mitigated in advance.

Due to related parties

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

As of March 31, 2024, and December 31, 2023, the outstanding balance due to the Jiangs amounted to $ 152,501 and $ 19,789 , respectively.

As of June 30, 2024, and December 31, 2023, the outstanding balance due to the Jiangs amounted to $ 178,533 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, 2024 and December 31, 2023, the outstanding principal and accrued interest was $ 145,858 and $ 152,382 , respectively.

Interest expenses in connection with these loans were $ 5,938 and $ 4,896 for the three months ended March 31, 2024 and 2023, respectively.

(3) The Director of AiBtl has been paying on behalf of the company for setup fees.

As of March 31, 2024, and December 31, 2023, the outstanding balance due to the Director amounted to $ 3,613 and $ 961 , respectively.

Deferred tax assets (liability) as of March 31, 2024 and

December 31, 2023 consist approximately of:

As of June 30, 2024 and December 31, 2023, the outstanding principal and accrued interest was $ 143,528 and $ 152,382 , respectively.

Interest expenses in connection with these loans were $ 4,019 and $ 5,171 for the three months ended June 30, 2024 and 2023, respectively, and were $ 9,957 and $ 10,067 for the six months ended June 30, 2024 and 2023, respectively.

(3) The Director of AiBtl has been paying on behalf of the company for setup fees and certain operating expenses.

As of June 30, 2024, and December 31, 2023, the outstanding balance due to the Director amounted to $ 4,273 and $ 961 , respectively.

Deferred tax assets (liability) as of

June 30, 2024 and December 31, 2023 consist approximately of:

Loss on impairment of Assets

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Valuation allowance

( 6,252,782 )

( 6,281,614 )

Deferred tax assets, net

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

of common stock to a consultant for providing consulting services on listing to NASDAQ in 2021.

On February 23, 2023, the Company entered into

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

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

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

The Company also issued Lind a common stock

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

share, subject to adjustment.

During the period ended March 31, 2024, the Company has been repaying Lind with securities for 751,795 shares,

totaling $ 681,000 .

During July 2023, the warrant exercise price was reset to $ 3.5 in accordance to the issuance of common stock in

relation to securities purchase agreement on July 2023.

As of March 31, 2024, the warrant has not yet been exercised.

On January 3, 2023, the Company issued 22,341 shares (post-split) of

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

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.

relating to the offer and sale of 300,000 shares of common stock 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.

The above-mentioned equity is before the reverse

stock split in 2023.

On August 14, 2023, the Company entered into a

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shares of the Company’s common stock, at a per share price of $ 20 .

On November 17, 2023, the Company entered another

securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note in the principal amount

of $ 1,200,000 , for a purchase price of $ 1,000,000 , that is convertible into shares of the Company’s common stock at a conversion

price, which shall be the lesser of (i) $ 3.50 and (ii) 90 % of the average of the three lowest VWAPs during the 20 trading days prior to

Lind will also receive a 5 -year, common stock purchase warrant to purchase up to 1,000,000 shares of the Company’s common

stock at an initial exercise price of $ 2 per share for a period of 5 years.

The warrants were valued using the Black-Scholes model.

fair value of the warrants was determined to be $ 480,795 , which was recorded to debt discount.

An amendment was filed on February 29,

2024 to disclose that due to Nasdaq requirements, the parties entered into an amendment to the Note, pursuant to which the conversion

price shall have a floor price of $ 1.00 (the “Amendment”).

Additionally, the Amendment requires the Company to make a cash

payment to Lind if in connection with a conversion, the conversion price is deemed to be the floor price.

On January 17, 2024, the Company entered another

securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note in the principal amount

of $ 1,000,000 , for a purchase price of $ 833,333 , that is convertible into shares of the Company’s common stock at a conversion price,

which shall be the lesser of (i) $ 3.50 and (ii) 90 % of the average of the three lowest VWAPs during the 20 trading days prior to conversion.

Lind will also receive a 5 -year, common stock purchase warrant to purchase up to 1,000,000 shares of the Company’s common stock

at an initial exercise price of $ 2 per share.

On January 27, 2024, the Company granted 1,241,615 restricted shares

to its employees and directors under the 2016 Equity Incentive Plan, with an issuance date of February 2, 2024.

These shares are subject

to a three-year restriction period.

On January 27, 2024, the Company granted 1,302,726

restricted shares to its employees and directors under the 2016 Equity Incentive Plan, with an issuance date of February 2, 2024.

shares are subject to a three-year restriction period.

On May 24, 2024, the Company issued 200,000 shares

of common stock to a consultant for providing business and funding opportunities.

Noncontrolling Interests

On March 14, 2024, AiBtl BioPharma Inc.

1,610,700 AiBtl BioPharma Inc.’s common stocks to a land acquisition transaction in Taiwan, including the consulting fee of $ 383,500

and the cost of land of $ 7,670,000 .

Due to certain administrative processes and restrictions, AiBtl BioPharma Inc.

has not acquired ownership

of the land and no asset was recognized.

AiBtl BioPharma Inc.

is in the process of resolving this issue.

On April 11, 2024 and May 10, 2024, AiBtl BioPharma

entered into share purchase agreements with an investor to sell 100,000 shares of AiBtl BioPharma Inc.

common stocks at $ 1.00 per

As of the issuance date of the interim financial statements, the stock has not been issued.

Lind Offerings and Repayments

On February 23, 2023, in connection with the issuance

of the Lind Note (referring to Note 7), the Company also issued Lind a common stock purchase warrant to purchase up to 529,167 shares

(post-split) of the Company’s common stock at an initial exercise price of $ 10.5 per share, subject to adjustment.

During the period

ended March 31, 2024, the Company has been repaying Lind with securities for 751,795 shares, totaling $ 681,000 .

During the three months

ended June 30, 2024, the Company further repaid Lind with securities for 153,508 shares of common stock, totaling $ 130,175 .

30, 2024, this convertible note was fully repaid.

During July 2023, the warrant exercise price was reset to $ 3.5 in accordance with the

issuance of common stock in relation to securities purchase agreement in July 2023.

On May 22, 2024, the exercise price of these warrants

was reset to $ 0.75 along with the immediate exercise of existing warrants and issuance of the New Warrants.

As of June 30, 2024, these

warrants were fully exercised.

On November 17, 2023, in connection with the issuance

of the 2 nd Lind Note (referring to Note 7, Convertible Notes Payable), Lind also received a 5 -year, common stock purchase warrant

to purchase up to 1,000,000 shares of the Company’s common stock at an initial exercise price of $ 2 per share for a period of 5

The warrants were valued using the Black-Scholes model and the fair value was determined to be $ 480,795 , which was recorded as

a debt discount.

On January 17, 2024, in connection with the issuance of the 3 rd

Lind Note (referring to Note 7, Convertible Notes Payable), Lind also received a 5 -year, common stock purchase warrant to purchase up

to 1,000,000 shares of the Company’s common stock at an initial exercise price of $ 2 per share.

On May 22, 2024, the Company and Lind entered into a letter agreement,

pursuant to which Lind will exercise, for cash, 1,000,000 of its Pre-Existing Warrants (all of the warrants issued to Lind on February

23, 2023, November 17, 2023 and January 17, 2024 are hereinafter referred to as the “Pre-Existing Warrants”), to purchase

shares of Common Stock at a reduced exercise price of $ 0.75 per share.

Concurrently, the exercise price of all Pre-Existing Warrants was

reduced to $ 0.75 per share according to this agreement.

Lind will also receive a new warrant to purchase 1,000,000 shares of common stock,

exercisable at any time on or after the date of its issuance and until the five-year anniversary thereof, for $ 1.00 per share (the “ New

The fair value of the New Warrants was determined to be $ 925,210 using the Black-Scholes model.

New Warrant may be exercised via cashless exercise or resale pursuant to the registration statement that was declared effective.

June 30, 2024, Lind has exercised 1,000,000 shares of Pre-Existing Warrants and received 1,000,000 shares of New Warrants according to

this agreement.

All w arrants issued to Lind may be exercised via cashless exercise.

Warrants issued and outstanding in connection with above Lind convertible

notes as of June 30, 2024, and their activities during the six months ended are as follows:

Shares Weighted-

Per Share Weighted-

in Years Aggregate

Outstanding as of January 1, 2024 1,529,167 $ 0.75 4.38 $ -

Issued 2,000,000 $ 0.88 4.72 -

Exercised ( 1,000,000 ) - - -

Outstanding as of June 30, 2024 2,529,167 $ 0.85 4.65 $ -

STOCK OPTIONS

3 unchanged sentences

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.

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.

7 unchanged sentences

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, 2024, these stock options have not been granted.

Options issued and outstanding as of December

31, 2023, and their activities during the year then ended are as follows:

As of June 30, 2024, these stock options have not been granted.

Options issued and outstanding as of June 30,

2024, and their activities during the six months ended are as follows:

(post-split) Weighted-

Per Share Weighted-

in Years Aggregate

Outstanding as of January 1, 2024 258,710 $ 27.9 7.74 $ -

Outstanding as of December 31, 2023

Exercisable as of December 31, 2023

Outstanding as of June 30, 2024 258,710 27.9 7.25 $ -

Exercisable as of June 30, 2024 258,710 27.9 7.25 $ -

Vested and expected to vest 258,710 $ 27.9 7.25 $ -

The fair value of stock options granted for the

year ended December 31, 2023 was calculated using the Black-Scholes option-pricing model applying the following assumptions:

There are 386,021 options (post-split) available

for grant under the 2016 Equity Incentive Plan as of June 30, 2024.

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 $0 stock-based

compensation expense for the six months ended June 30, 2024 and 2023, respectively.

There were no options exercised during the six months

ended June 30, 2024.

As of June 30, 2024, there were no unvested options.

The fair value of stock options granted for the year ended December

31, 2023 was calculated using the Black-Scholes option-pricing model applying the following assumptions:

Risk free interest rate 2.79 %

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Expected volatility 83.86 %

The weighted average grant date fair value of

options granted during the years ended December 31, 2023 was $ 2.79 .

There are 3,860,211 options available for grant under the

2016 Equity Incentive Plan as of December 31, 2023.

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, 2024 and 2023, respectively.

There were no options exercised during the three

months ended March 31, 2024.

As of March 31, 2024, there were no unvested options.

The above-mentioned equity is before the reverse

stock split in 2023.

LOSS PER SHARE

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Diluted loss per share is computed by dividing net loss

by the weighted-average number of common stock and dilutive potential common stock outstanding during the three months ended March 31,

by the weighted-average number of common stock and dilutive potential common stock outstanding during the three and six months ended June

30, 2024 and 2023.

For the Three Months Ended

For the Three Months

Net loss attributable to ABVC’s common stockholders

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Loss per share

-Basic and Diluted

For the Six Months

Net loss attributable to ABVC’s common stockholders

$ ( 4,945,621 )

$ ( 4,087,206 )

Weighted-average shares outstanding:

Weighted-average shares outstanding - Basic

Stock options

Weighted-average shares outstanding - Diluted

Loss per share

-Basic and Diluted

Diluted loss per share takes into account the

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Operating lease expenses

Six Months Ended

Operating lease expenses

Other information related to leases is presented

Three months Ended

Six months Ended

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

2024 December 31,

Weighted Average Remaining Lease Term:

Operating leases

Operating leases 1.1 years 1.73 years

Weighted Average Discount Rate:

2 unchanged sentences

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

2024 (excluding three months ended March 31, 2024)

Operating leases

2024 (excluding six months ended June 30, 2024)

Total future minimum lease payments, undiscounted

2 unchanged sentences

SUBSEQUENT EVENTS

The Company has evaluated subsequent events and

transactions that occurred after March 31, 2024 up through the date the Company issued these unaudited consolidated financial statements

on May 17, 2024.

All subsequent events requiring recognition as of March 31, 2024 have been incorporated into these unaudited consolidated

In July 2024, the Company entered into an agreement with its landlord

in California, pursuant that the Company will issue 169,992 shares of common stock for the rent payable through July 2024, in total of

The Company will also issue variable number of shares equivalent to the August and September 2024 rent amount in total of

$ 64,147 at the average VWAP (Volume Weighted Average Price) of last five trading days of July 2024.

These shares are restricted for six

months from the issuance but no later than February 15, 2025.

169,992 shares were issued on July 25, 2024.

In June 2024, the Company entered into a stock

purchase agreement with an investor, which the Company will issue 41,387 shares of common stock at $ 0.75 per share to the investor for

As of June 30, 2024, the proceeds was received.

Due to certain stock transfer processes, the Company’s shareholder transferred

such shares to this investor on behalf of the Company in July 2024.

The Company plans to issue these shares to the transferring shareholder

once the process is complete.

$ 31,040 was booked as “Stock to be issued” on the consolidated balance sheet.

Except as disclosed above, the Company has evaluated subsequent events

and transactions that occurred after June 30, 2024 up through the date the Company issued these unaudited consolidated financial statements

on August 14, 2024.

All subsequent events requiring recognition as of June 30, 2024 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