What changed in this filing

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Item 1. Financial Statements

2025-04-30 compared with 2024-11-14 · 1116 added, 942 removed, 703 unchanged (75% of the section changed)

2 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE

September 30,

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

Current Assets

1 unchanged sentence

Restricted cash

Accounts receivable, net

Accounts receivable - related parties, net

Due from related parties - current

Due from related parties

Short-term investments

Prepaid expenses and other current assets

Prepaid expense and other current assets

Total Current Assets

2 unchanged sentences

Long-term investments

Prepaid expenses - non-current

Security deposits

Prepayment for long-term investments

Due from related parties - non-current, net

Prepayment for asset acquisition

Other non-current assets

LIABILITIES AND EQUITY

Current Liabilities

Short-term bank loans

Short-term bank and other loans

Accrued expenses and other current liabilities

Contract liabilities

Taxes payables

Operating lease liabilities - current portion

Operating lease liabilities

Due to related parties

Convertible notes payable – third parties, net

Current Liabilities

Total Current Liabilities

Tenant security deposit

Operating lease liability - non-current portion

Operating lease liability – non-current

Total Liabilities

COMMITMENTS AND CONTINGENCIES

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

Common stock, $ 0.001 par value, 100,000,000 authorized, 12,711,345 and 7,940,298 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively (1)

Additional paid-in capital

Stock subscription receivable

Common stock, $ 0.001 par value, 100,000,000 authorized, 15,378,305 and 13,868,484 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Stock to be issued

Additional paid-in capital

Accumulated deficit

5 unchanged sentences

( 8,909,691 )

Stockholders’ equity

Total Stockholders’ equity

Noncontrolling interest

Liabilities and Equity

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

of these unaudited condensed consolidated financial statements.

Total Liabilities and Equity

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

ABVC BIOPHARMA, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF

OPERATIONS AND COMPREHENSIVE LOSS

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS AND COMPREHENSIVE LOSS

Three Months Ended

Nine Months Ended

September 30,

Licensing revenues

Other revenues

Total revenues

Cost of revenues

Gross profit (loss)

Gross (loss) profit

Operating expenses

3 unchanged sentences

Total operating expenses

Income (loss) from operations

( 2,154,873 )

( 4,371,084 )

Loss from operations

( 2,838,255 )

2 unchanged sentences

Interest expense

( 1,218,624 )

( 1,164,248 )

( 1,390,039 )

Operating sublease income

Gain (loss) on foreign exchange

(Loss) on equity method investment

Other income (expense)

Gain (loss) on foreign exchange changes

Loss on investment in equity securities

Other income (expenses)

Total other income (expenses)

( 1,214,206 )

( 1,127,435 )

( 1,244,940 )

Loss before income tax

( 3,369,079 )

( 5,498,519 )

( 7,499,839 )

Provision for income tax expense (benefit)

( 3,368,080 )

( 5,387,980 )

( 7,580,535 )

Net income (loss) attributable to noncontrolling interests

Net loss attributable to ABVC and subsidiaries

Loss before provision income tax

( 2,927,667 )

Provision for income tax expense

( 2,927,667 )

Net loss attributable to noncontrolling interests

Net loss attributed to ABVC and subsidiaries

( 2,834,199 )

3 unchanged sentences

$ ( 2,882,435 )

$ ( 5,187,288 )

$ ( 7,402,727 )

Net loss per share attributable to common stockholders

Net loss per share:

Basic and diluted

1 unchanged sentence

Basic and diluted

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

of these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

ABVC BIOPHARMA, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH

Nine Months Ended

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

Three Months Ended

Cash flows from operating activities

1 unchanged sentence

$ ( 2,927,667 )

Adjustments to reconcile net loss to net cash changes operating activities:

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

Stock-based compensation

Provision for doubtful accounts

Other non-cash income and expenses

Other non-cash expenses

Loss on investment in equity securities

Deferred tax expense

Amortization of right-of-use asset

Changes in operating assets and liabilities:

Decrease in accounts receivable

Decrease in prepaid expenses and other deposits

Decrease (increase) in tenant security deposit

Decrease (increase) in due from related parties

Increase in accrued expenses and other current liabilities

Increase in contract liabilities

Increase (decrease) in due to related parties

Decrease in taxes payables

Prepaid expenses and other current assets

Due from related parties

Other assets – tenant security deposit

Accrued expenses and other current liabilities

Operating lease liabilities

Net cash used in operating activities

( 1,315,534 )

( 3,756,385 )

Cash flows from investing activities

Purchase of equipment

Increase in prepayment for long-term investments

Net cash used in investing activities

Cash flows from financing activities

Issuance of common stock

Proceeds from Issuance of warrant

Proceeds from exercise of warrants

Proceeds from convertible notes

Repayment of convertible notes

Proceeds from shares to be issued

Proceeds from short-term loans

Repayment of short-term loans

( 1,000,000 )

Proceeds from issuance of warrants

Proceeds from exercise of warrants

Proceeds from convertible notes payable

Due to related parties, net

Net cash provided by financing activities

Effects on changes in foreign exchange rate

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

Cash and cash equivalents, and restricted cash - beginning of period

Cash and cash equivalents, and restricted cash - end of period

Supplemental Cash Flow Disclosures

Cash paid for interest

Cash paid for income taxes

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

Net decrease in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash

Supplemental disclosure of cash flows

Cash paid during the year for:

Interest expense paid

Income taxes paid

Non-cash financing and investing activities

Acquiring control of the land

Issuance of common stock for conversion of debt

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

Conversion of convertible note due from related parties to equity investment

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

ABVC BIOPHARMA, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF

STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2024 AND 2023

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF STOCKHOLDERS’ EQUITY (DEFICIT)

Stockholders’

1 unchanged sentence

Noncontrolling

at December 31, 2022

Balance at December

$ ( 64,046,929 )

1 unchanged sentence

$ ( 300,637 )

of subsidiaries' common shares for consulting service

of pre-funded warrant

loss for the period

Issuance of common shares

for Lind CN Repayment

Issuance of pre-funded warrant

in connection to the 3rd Lind Note

Issuance of common shares

for acquisition of property

Stock-based compensation

Issuance of subsidiary's common

shares for consulting service

Decrease in ownership of subsidiary

due to share issuance

Net loss for the period

( 2,834,199 )

1 unchanged sentence

transaction adjustments

at June 30, 2023

$ ( 902,960 )

$ ( 58,991,645 )

$ ( 9,100,000 )

of common stock for cash

of common stock for consulting services

of common stock for acquiring of property

of common stock upon exercise of convertible notes

of pre-funded warrant

loss for the period

( 3,317,516 )

( 3,368,080 )

translation adjustments

at September 30, 2023

$ ( 677,220 )

$ ( 62,309,161 )

$ ( 9,100,000 )

Stockholders’

Comprehensive

Noncontrolling

at December 31, 2023

$ ( 451,480 )

$ ( 65,420,095 )

$ ( 8,901,668 )

at March 31, 2024 (Restated)

$ ( 66,881,128 )

of common stock upon exercise of convertible notes

of subsidiaries' common shares for consulting service

of pre-funded warrant

of common stock

of common stock warrants

loss for the period

$ ( 8,902,371 )

$ ( 241,081 )

translation adjustments

at June 30, 2024

Balance at December 31, 2024

$ ( 68,949,807 )

1 unchanged sentence

$ ( 502,181 )

of common stock upon exercise of convertible notes

loss for the period

Issuance of common shares for

Lind CN Repayment

Issuance of common shares for exercise of warrants

Stock-based compensation

Acquiring control of the land

transaction adjustments

at September 30, 2024

$ ( 70,552,277 )

at March 31, 2025

$ ( 69,791,882 )

$ ( 8,909,691 )

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

of these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements.

ABVC BIOPHARMA, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND DESCRIPTION OF BUSINESS

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At present, clinical

trials for the Company’s drugs and medical devices are being conducted at such world-famous institutions as including Stanford University,

trials for the Company’s drugs and medical devices are being conducted at such world-famous institutions including Stanford University,

University of California San Fransisco (UCSF) and Cedar Sinai Medical Centre (CSMC).

BriVision had no predecessor operations prior to

its formation on July 21, 2015.

The Company has three wholly-owned subsidiaries,

The Company has four wholly-owned subsidiaries,

BriVision, BioLite Holding Inc.

(“BioLite Holding”), and BioKey Inc.

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

AiBtl BioPharma Inc.

(“BioLite Holding”), BioKey Inc.

(“BioKey”), BioKey (Cayman), Inc (“BioKey

Cayman”), and a majority-owned subsidiary, AiBtl BioPharma Inc.

BioLite Holding was incorporated in the State

3 unchanged sentences

(“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 .

BioLite Taiwan has been in the business of developing new drugs since it was incorporated.

Yunzhiyi, a Taiwanese corporation, was incorporated

in August 2024, with 90 % owned by BioLite Taiwan and 10 % owned by Shuling Jiang, the Company’s director.

This entity is set up for

holding the land that AiBtl is working to acquire in Puli, Taiwan for developing health related business in Taiwan.

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 AiBtl 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 Products”).

The potential

license will cover the Licensed Products’ clinical trial, registration, manufacturing, supply, and distribution rights.

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 AiBtl, and the financial statements of AiBtl are included in the Company’s unaudited condensed consolidated financial statements.

BioKey Cayman was incorporated in Cayman Islands

in July 2023, which is 100 % owned by ABVC.

This subsidiary has no activities since inception.

AiBtl BioPharma, Inc.

was acquired by the Company with the transaction

of the collaborative licensing agreements.

On November 12, 2023, the Company and BioLite Taiwan each entered into a multi-year, global

licensing agreement with AiBtl 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 Products”).

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 AiBtl stock and as a result, the Company has a controlling interest over AiBtl.

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.

The financial statements of AiBtl are included in the Company’s consolidated financial statements.

a result of these transactions, the Company became a controlling parent of AiBtl, with 58.85 % of group ownership over AiBtl.

LIQUIDITY, GOING CONCERN, AND RESTATEMENT

Liquidity and Going Concern

The accompanying unaudited interim condensed 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 nine months ended September 30, 2024,

The accompanying financial statements have been prepared in conformity

with the generally accepted accounting principles in the United States of America (the “U.S.

GAAP”) which contemplates continuation

of the Company on a going concern basis.

The going concern basis assumes that assets are realized, and liabilities are settled in the

ordinary course of business at amounts disclosed in the financial statements.

The Company’s ability to continue as a going concern

depends upon its ability to market and sell its products to generate positive operating cash flows.

For the three months ended March 31,

2025, the Company reported net loss of $ 944,190 .

As of September 30, 2024, the Company’s working capital deficit was $ 4,167,315 .

addition, the Company had net cash outflows of $ 1,315,534 from operating activities for the nine months ended September 30, 2024.

As of March 31, 2025, the Company’s working capital deficit was $ 5,261,178 .

In addition, the Company had net cash outflows of $ 539,833 from operating activities for the three months ended March 31, 2025.

conditions give rise to substantial doubt as to whether the Company will be able to continue as a going concern.

To sustain its ability to support the Company’s

operating activities, the Company may have to consider supplementing its available sources of funds through the following sources:

cash generated from operations;

other available sources of financing from banks and other financial institutions in the U.S.

and in Taiwan;

financial support from the Company’s related parties and shareholders.

Management’s plan is to continue to improve

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

Notably, the Company has

generated cash inflow and reduced substantial amount of debts during the first nine months ended September 30, 2024.

If the Company is

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

meet its short-term obligations.

Management is committed to enhancing operations to generate positive cash flows and plans to secure additional

capital through private or public offerings.

operations to generate positive cash flows and raise additional capital through private or public offerings, or financial support from

related parties or shareholders.

If the Company is not able to generate positive operating cash flows, and raise additional capital, there

is the risk that the Company may not be able to meet its short-term obligations.

All of these factors raise substantial doubt about the

ability of the Company to continue as a going concern.

The interim condensed consolidated financial statements as of March 31, 2025, and

for the three months ended March 31, 2025 and 2024 have been prepared on a going concern basis and do not include any adjustments to reflect

the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that

may result from the inability of the Company to continue as a going concern.

Restatement Background and Explanation

The Company has restated its financial statements

as of and for the year ended December 31, 2023, to correct misstatements in those prior periods related to improperly applying accounting

guidance on the share-based payments, incorrectly recognizing interest expenses upon the conversion of convertible debts, and misidentifying

the existence of non-controlling interest of our subsidiary.

These restatements also resulted in the restatements of the relevant accounts

as of and for the three months ended March 31, 2024.

As disclosed in Note 5, the Company entered into

a cooperation agreement on August 14, 2023 with Zhong Hui Lian He Ji Tuan, Ltd.

(the “Zhonghui”) to acquire 20 % of the ownership

of certain property and a parcel of the land.

According to the agreement, the Company issued 370,000 shares of its common stock as the

consideration, and used $ 20 dollar per share to recognize the right as construction in progress on the balance sheet.

At the time of preparing its 2024 financial statements,

the Company reviewed the entire transaction, its relevant agreements and documentation, as well as the applicable accounting guidance.

The Company applied FASB Accounting Standard Codification (“ASC”) 845 Nonmonetary Transactions to determine the fair value

of the asset acquired would be more evident than the fair value of the consideration in exchange, the Company’s restricted common

The real estates acquired comes with a third-party valuation of $ 7,400,000 per the Company’s stake, which the value of the

acquired assets is guaranteed by Zhonghui.

Upon further review, the Company considered ASC 718 Compensation – Stock Compensation,

should have been the appropriate guidance to apply given the Company’s common stocks are listed in Nasdaq with more observable fair

value (Level 1).

Furthermore, at the time of issuance of these financial statements, no real estate title was transferred to the Company.

As a result, the Company adjusted the carrying value of the asset and reclassified the balance to “Prepayment for asset acquisition”

account to reflect the value of 370,000 shares issued at $ 1.87 , the closing price as of the contract date.

The Company also corrected

the share price used to recognize stock compensation expense from $ 20 to $ 1.87 for the 29,600 shares of common stock issued on the same

day to several consultants.

As a result, these adjustments reduced $ 6,708,100 for asset recognized and $ 536,648 for stock-compensation

expense incurred in 2023.

In February 2023, the Company issued a convertible

note to LIND Global Fund II, LP (Note 7).

Due to misapplication of ASC 470-20 instead of ASC 815-40, the Company overstated interest expenses

$ 1,179,669 for the year ended December 31, 2023.

The overstatement is offsetting against additional paid-in capital due to the convertible

note being converted to the Company’s own common stocks instead of being repaid or disposition.

In November 2023, the Company and one of its subsidiaries entered into

a licensing agreement with AiBtl.

The Company accounted for a 100 % control of AiBtl as of December 31, 2023, but later discovered that

AiBtl had outstanding founder shares that were not deposited to the stock transfer agent in the timely manner.

Such shares reduced the

Company’s controlling interest from 100 % to 69.70 % as of December 31, 2023.

Accordingly, the Company adjusted the relevant accounts

in our consolidated financial statements.

As discussed in Note 12, in July 2019 the Company

issued 644,972 shares (post-split) of the Company’s common stock to four consultants for their services.

Such stock-based expenses

were amortized over 5 years starting from the issuance date.

Per the Company’s further review, the services, along with the agreements,

were completed by December 31, 2022.

Pursuant to ASC 718, the costs of services should be recognized along with the period when services

are received.

Therefore, the Company reversed share-based compensation expenses of $ 451,480 and $ 902,960 for the years ended December

31, 2024 and 2023, respectively.

The accumulated deficit as of December 31, 2022 was corrected with the Stock Subscription Receivables

for $ 1,354,440 as a result of such adjustments.

Please read the impacts of the 2023 restatement

in our audited 2024 consolidated financial statements filed in our Form 10-K with the SEC on April 15, 2025.

Impact of the Restatement to the March 31,

2024 interim financial statements

The impact of the restatement on the balance sheets,

statements of operations, and statements of cash flows as of and for the three months ended March 31, 2024 is presented below.

March 31, 2024

Consolidated Balance Sheets

Prepaid expense and other current asset

Property and equipment, net

( 7,400,000 )

Prepayment for asset acquisition

( 6,484,392 )

Accrued expenses and other current liabilities

Convertible notes payable – third parties, net

Due to related parties

Current Liabilities

Total Liabilities

Additional paid-in capital

( 9,025,036 )

Total stockholders’ equity

( 6,092,525 )

Noncontrolling interest

( 6,028,485 )

Total Liabilities and Equity

$ ( 6,484,393 )

Three Months Ended March 31, 2024

Consolidated Statements of Operations

Selling, general and administrative expenses

Stock based compensation

Interest expenses

Net loss attributable to noncontrolling interests

( 3,981,019 )

( 2,927,667 )

Basic and diluted net loss per common share

Three Months Ended March

Unaudited Condensed

Consolidated Statements of Cash Flows

$ ( 3,981,019 )

$ ( 2,927,664 )

Stock-based compensation

Other non-cash income and expenses

Accrued expenses and other current liabilities

Due to related parties

Net cash used in operating activities

Due to related parties*

Net cash provided by financing activities

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

Issuance of common stock for conversion of debt

to related parties previously reported amount was reclassified to financing activities based on current year’s presentation.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited interim condensed consolidated

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

GAAP for complete financial statements.

Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S.

GAAP have been condensed or omitted consistent with Article 8 of Regulation S-X.

In the opinion of the Company’s management,

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

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

financial position as of September 30, 2024, and results of operations and cash flows for the nine months ended September 30, 2024

The unaudited interim condensed consolidated balance sheet as of September 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 the U.S.

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 condensed consolidated

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

America (the “U.S.

The accompanying unaudited interim condensed

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

of America (the “U.S.

All significant intercompany transactions and account balances have been eliminated.

These financial

statements do not include all the information and footnotes required by the U.S.

GAAP for complete financial statements.

Certain information

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

GAAP have been condensed

or omitted consistent with Article 8 of Regulation S-X.

In the opinion of the Company’s management, the unaudited interim condensed

consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments,

in a normal recurring nature, as necessary for the fair statement of the Company’s financial position as of March 31, 2025, and

results of operations and cash flows for the three months ended March 31, 2025 and 2024.

The unaudited interim condensed consolidated

balance sheet as of March 31, 2025 has been derived from the audited financial statements at December 31, 2024, and 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, 2024 and 2023,

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

This basis of accounting involves the application

7 unchanged sentences

The preparation of financial statements in conformity

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

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited

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

Actual results could differ materially

from those results.

On July 25, 2023, the Company filed a

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

shares of its common stock.

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

Special Shareholder Meeting held on July 7, 2023.

The Reverse Stock Split was effected to reduce the number of issued and

outstanding shares and to increase the per share trading value of the Company’s common stock, although that outcome is not

In turn, the Company believes that the Reverse Stock Split will enable the Company to restore compliance with certain

continued listing standards of the NASDAQ Capital Market.

All shares and related financial information in this Form 10-Q reflect

this 1-for-10 reverse stock split, unless otherwise specified.

with the U.S.

GAAP that requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and

expenses during the reporting periods.

Actual results could differ materially from those results.

Fair Value Measurements

FASB ASC 820, “Fair Value Measurements”

ASC 820 “Fair Value Measurements”

defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework

18 unchanged sentences

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 are

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.

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, 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 September 30, 2024 and December

31, 2023, the Company’s cash and cash equivalents, excluding restricted cash, amounted to $ 137,344 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

Restricted cash primarily consist of certificate

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

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

cash amounted to $ 632,529 and $ 656,625 , respectively.

other current assets, accrued expenses and other current 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 loans, 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.

Concentration of Credit Risk

The Company’s financial instruments

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

The Company places its cash and

temporary cash investments in high quality credit institutions, but these investments may be in excess of the limit of $ 94,500 (NTD

3 million) covered by Taiwan Central Deposit Insurance Corporation, and the limit of $ 250,000 covered by the U.S.

Federal Deposit

Insurance Corporation’s insurance limits.

The Company’s financial instruments that

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

The Company places its cash and temporary

cash investments in high quality credit institutions, but these investments may be in excess of the limit of $ 91,500 (NTD 3.0 million)

covered by Taiwan Central Deposit Insurance Corporation, and the limit of $ 250,000 covered by the U.S.

Federal Deposit Insurance Corporation’s

insurance limits.

However, the Company does not anticipate any losses on excess deposits.

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

The Company performs ongoing credit evaluations

of our customers and requires no collateral.

The Company does not enter into financial instruments

for hedging, trading or speculative purposes.

The Company performs ongoing credit evaluation

of its customers and requires no collateral.

Credit losses and allowance for unbilled receivables are provided based on a review of the

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Concentration of Clients

As of September 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,

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.

For the nine months ended September 30, 2024,

two major clients, manufacturing a wide range of pharmaceutical products, accounted for 58.31 % and 39.40 % of the Company’s total

For the nine months ended September 30, 2023, the most major client, manufacturing drugs, dietary supplements, and medical products,

accounted for 81.19 % of the Company’s total revenues.

Accounts receivable and allowance for expected

credit losses accounts

Accounts receivable is recorded and carried at

As of March 31, 2025 and December 31, 2024, management

estimated all accounts receivable balances are uncollectible.

Provision credit loss balances were $ 11,993 and $ 11,993 as of March 31,

2025 and December 31, 2024, respectively.

For the three months ended March 31, 2024, the

Company’s revenue was generated from one customer.

Cash and Cash Equivalents

The Company considers highly liquid investments

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

As of March 31, 2025 and December 31, 2024, the Company’s

cash and cash equivalents amounted to $ 152,206 and $ 248,382 , respectively.

Some of the Company’s cash deposits are held in

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

believes this financial institution is of high credit quality.

Restricted Cash

Restricted cash primarily consist of cash held

in a reserve bank account in Taiwan.

As of March 31, 2025 and December 31, 2024, the Company’s restricted cash amounted $ 607,362

(NTD 20.2 million) and $ 615,433 (NTD 20.2 million), respectively.

Accounts receivable and allowance for expected credit losses accounts

Accounts receivable are recorded and carried at

the original invoiced amount less an allowance for any potential uncollectible amounts.

The Company make estimates of expected credit

The Company makes estimates of expected credit

and collectability trends for the allowance for credit losses and allowance for unbilled receivables based upon our assessment of various

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Allowance for expected credit losses accounts

was $ 616,457 and $ 616,505 as of September 30, 2024 and December 31, 2023, respectively.

were $ 616,397 and $ 616,414 as of March 31, 2025 and December 31, 2024, respectively.

Revenue Recognition

Pursuant to ASC 606, the Company recognizes revenue

when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects

to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that the Company determines is within

the scope of ASC 606, the Company performs the following five steps:

The Company recognizes revenue in accordance with

ASC 606, Revenue from Contracts with Customers.

Pursuant to ASC 606, the Company recognizes revenue when its customer obtains control

of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those

goods or services.

To determine revenue recognition for arrangements that the Company determines is within the scope of ASC 606, the Company

performs the following five steps:

(i) identify the contract(s) with a customer;

(ii) identify the performance

obligations in the contract;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction price to the performance obligations

in the contract;

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

The Company only applies the five-step

model to contracts when it is probable that the Company will collect the consideration the Company is entitled to in exchange for the

goods or services the Company transfers to the customers.

At inception of the contract, once the contract is determined to be within the

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

and assesses whether each promised good or service is distinct.

The Company then recognizes as revenue the amount of the transaction price

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

(iv) allocate the transaction price to the performance obligations in the contract;

and (v) recognize

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

The Company only applies the five-step model to contracts when it

is probable that the Company will collect the consideration the Company is entitled to in exchange for the goods or services the Company

transfers to the customers.

At inception of the contract, once the contract is determined to be within the scope of ASC 606, the Company

assesses the goods or services promised within each contract, determines those that are performance obligations, and assesses whether

each promised good or service is distinct.

The Company then recognizes as revenue the amount of the transaction price that is allocated

to the respective performance obligation when (or as) the performance obligation is satisfied.

The following are examples of when the Company

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

Collaborative Revenues - The Company recognizes

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

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.

Collaborative Revenues — The Company

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

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

non-refundable upfront license fees,

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

of licensed products.

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

products, which are classified as royalty revenues.

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

Revenue is recognized upon satisfaction of

a performance obligation by transferring control of a good or service to the collaboration 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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The Company reviews the estimated

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

prospective basis.

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

future revenue recognition.

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

a prospective basis.

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

of future revenue recognition.

(i) Non-refundable upfront payments

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the total selling price of the arrangement.

The revenue is recognized at a point in time when the license is transferred to the collaboration

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

Due to the uncertainty of the collection, the Company

only recognizes cash receipts according to the variable consideration principles outlined in ASC 606.

To date, the receipt of non-refundable

upfront fees was solely for the compensation of past research efforts and contributions made by the Company before the collaborative agreements

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

in the collaborative agreements.

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

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

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

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

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

(ii) Milestone payments

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The Company recognizes arrangement consideration

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

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

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

term of the Company’s research and development obligations.

If there is no discernible pattern of performance or objectively measurable

performance measures do not exist, then the Company recognizes revenue under the arrangement on a straight-line basis over the period

the Company is expected to complete its performance obligations.

Conversely, if the pattern of performance in which the service is provided

to the customer can be determined and objectively measurable performance measures exist, then the Company recognizes revenue under the

arrangement using the proportional performance method.

Revenue recognized is limited to the lesser of the cumulative amount of payments

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

as applicable, as of the period ending date.

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

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

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

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

If there is no discernible pattern of performance or objectively

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

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

Conversely, if the pattern of performance in which the service

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

under the arrangement using the proportional performance method.

Revenue recognized is limited to the lesser of the cumulative amount

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

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

At the inception of an arrangement that includes

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Revenues Derived from Research and Development

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

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

The Company typically has only one performance obligation at the inception

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

The Company may also provide its customers with an option to request

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

Activities Services (Also known as the Contract Development & Manufacturing Organization Services (“CDMO”)) —

Revenues related to research and development and regulatory activities are recognized when the related services or activities are performed,

in accordance with the contract terms.

The Company typically has only one performance obligation at the inception of a contract, which

is to perform research and development services.

The Company may also provide its customers with an option to request that the Company

provides additional goods or services in the future, such as active pharmaceutical ingredient, API, or IND/NDA/ANDA/510K submissions.

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

If the Company determines

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

If the Company determines an option

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

If the Company is entitled to reimbursement from

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based on billing schedules established in each contract.

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

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

Upfront payments and fees may be recorded as advances from customers upon receipt

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

arrangements.

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

Stock-based Compensation

The Company measures expense associated with all employee

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

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

Total director, officer,

and employee stock-based compensation expenses were $ 0 and $ 1,935,755 for the three months ended March 31, 2025 and 2024, respectively.

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

accordance with ASC 718 “Compensation-Stock Compensation” and ASC 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 $ 48,773 for rent for the three months ended March 31, 2025, and $ 95,876 for consulting services for the three months

ended March 31, 2024.

Commitments and Contingencies

The Company has adopted ASC 450 “Contingencies”

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

Accordingly, estimated losses from loss contingencies

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

that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount

of the loss can be reasonably estimated.

Legal expenses associated with the contingency are expensed as incurred.

If a loss contingency

is not probable or reasonably estimable, disclosure of the loss contingency is made in financial statements when it is at least reasonably

possible that a material loss could be incurred.

Foreign-currency Transactions

For the Company’s subsidiaries in Taiwan,

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

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

NTD, or when foreign-currency receivables or payables are settled, are credited or charged to income in the year of conversion or settlement.

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

resulting differences are charged to current income except for those foreign currencies denominated investments in shares of stock where

such differences are accounted for as translation adjustments under the Statements of Changes in Stockholders’ Equity.

Segment Reporting

ASC”) 280, “Segment Reporting,”

requires public companies to report financial and descriptive information about their reportable operating segments.

We identify our

operating segments based on how our chief operating decision maker internally evaluates separate financial information, business activities

ASC 280 “Segment Reporting” requires

public companies to report financial and descriptive information about their reportable operating segments.

The Company identifies the

operating segments based on how the chief operating decision maker internally evaluates separate financial information, business activities

and management responsibility.

The Company currently have one reportable

The Company currently has one reportable

segment, and assets are reviewed on a consolidated basis.

As such, segmental data is not provided.

The following tables present revenue and gross

profit information for each of our only reportable segment:

For The Three-Month

Periods Ended

Cost of Revenue

Segment Gross Profit (Loss)

Depreciation expense

The following table provides a reconciliation

of total segment gross profit to the Company's loss before provision for income tax:

For The Three-Month

Periods Ended

Segment Gross Profit (Loss)

Selling, general and administrative expenses

Research and development expenses

Stock-based compensation

The Company measures expense associated with all

employee stock-based compensation awards using a fair value method and recognizes such expense in the unaudited consolidated financial

statements on a straight-line basis over the requisite service period in accordance with FASB ASC Topic 718 “Compensation-Stock

Compensation”.

Total employee stock-based compensation expenses were $ 0 and $ 0 for the three months ended September 30, 2024 and

2023, respectively, and were $ 1,935,756 and $ 0 for the nine months ended September 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 $ 0 and $ 817,740 for the three months ended September 30, 2024 and 2023, respectively,

and were $ 1,021,980 and $ 1,409,969 for the nine months ended September 30, 2024 and 2023, respectively.

The Company repaid its rent payable

by issuing common stocks in the value of $ 191,642 for the three and nine months ended September 30, 2024.

Interest income

Interest expense

Operating sublease income

Gain (loss) on foreign exchange changes

Loss on investment in equity securities

Other income, net

Loss before provision for income tax

$ ( 944,190 )

$ ( 2,927,667 )

Recent Accounting Pronouncements

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.

In December 2023, the FASB issued ASU No.

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Collaborative agreements with BHK, a related

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

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

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

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

medicinal use in collaboration with outside researchers.

On February 24, 2015, BioLite Taiwan and BioHopeKing Corporation (the “BHK”) entered into a co-development agreement, (the “BHK Co-Development Agreement”), pursuant to which it is collaborative with BHK to develop and commercialize BLI-1401-2 (Botanical Drug) Triple Negative Breast Cancer (TNBC) Combination Therapy (BLI-1401-2 Products) in Asian countries excluding Japan for all related intellectual property rights, and has developed it for medicinal use in collaboration with outside researchers.

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

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

excluding Japan.

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

On July 27, 2016, BioLite Taiwan and BHK agreed

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

the signing of the BHK Co-Development Agreement:

Upon the signing of the BHK Co-Development Agreement:

$1 million, or 10% of total payment

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

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

$1 million, or 10% of total payment

the completion of first phase II clinical trial:

At the completion of first phase II clinical trial:

$1 million, or 10% of total payment

the initiation of phase III of clinical trial research:

At the initiation of phase III of clinical trial research:

$3 million, or 30% of total payment

the New Drug Application (NDA) submission:

Upon the New Drug Application (NDA) submission:

$4 million, or 40% of total payment

In December 2015, BHK has paid a non-refundable

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

upfront cash payment of $ 1 million, or 10 % of $ 10.0 million, upon the signing of BHK Co-Development Agreement.

The Company concluded that

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

2016, the Company has received the second milestone payment of NT$ 31,649,000 , approximately equivalent to $ 1 million, and recognized collaboration

2016, the Company received the second milestone payment of NTD31,649,000 , approximately equivalent to $ 1 million, and recognized collaboration

revenue for the year ended December 31, 2016.

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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 September 30, 2024, the Company

As of March 31, 2025, the Company

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

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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

in a total of NTD50 million , approximately equivalent to $ 1.6 million, as collaboration revenue when all research, technical, and development

data was delivered to BHK.

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and BHK in this BHK Collaborative Agreements.

In addition to the total of NT$ 50 million, approximately

In addition to the total of NTD50 million , approximately

equivalent to $ 1.6 million, BioLite Taiwan is entitled to receive 50 % of the future net licensing income or net sales profit.

As of September

31, 2025, the Company has not earned the royalty under the BHK Collaborative Agreements.

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a related party

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

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

by controlling beneficiary shareholder of YuanGene Corporation and the Company (See Note 10).

Pursuant to Co-Dev Agreement, BriVision and

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

Combination Therapy and ABV-1527 Ovary Cancer Combination Therapy.

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

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

The payment is for the compensation of BriVision’s

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

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

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

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

BriVision and Rgene.

On June 1, 2017, the Company has delivered

all research, technical, data and development data to Rgene.

Since both Rgene and the Company are related parties and under common

control by a controlling beneficiary shareholder of YuanGene Corporation and the Company, the Company has recorded the full amount

of $ 3,000,000 in connection with the Co-Dev Agreement as additional paid-in capital during the year ended December 31, 2017.

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

On December 24, 2018, the Company received the remaining

balance of $ 2,550,000 in the form of newly issued shares of Rgene’s Common Stock, at the price of NT$ 50 (approximately

equivalent to $ 1.64 per share), for an aggregate number of 1,530,000 shares, which accounted for equity method long-term investment

as of December 31, 2018.

On December 31, 2018, the Company determined to fully write off this investment based on the

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

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

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

All projects that

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

On May 26, 2017, the Company through its subsidiary,

BriVision, entered into a co-development agreement (the “Co-Dev Agreement”) with Rgene Corporation (the “Rgene”),

a related party controlled by the controlling beneficiary shareholder of YuanGene Corporation (See Note 10).

Pursuant to Co-Dev Agreement,

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

Cancer Combination Therapy and ABV-1527 Ovary Cancer Combination Therapy.

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

the Company $ 3.0 million in cash or stock of Rgene with equivalent value by August 15, 2017.

The payment is for the compensation of the

Company’s past research efforts and contributions before the Co-Dev Agreement was signed and it does not relate to any future commitments

made by the Company and Rgene in this Co-Dev Agreement.

In addition to $ 3.0 million, the Company is entitled to receive 50 % of the future

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

On June 1, 2017, the Company has delivered all

research, technical, data and development data to Rgene.

Since both Rgene and the Company are related parties and under control by a controlling

beneficiary shareholder of YuanGene Corporation and a director and officer of the Company, the Company has recorded the full amount of

$ 3.0 million in connection with the Co-Dev Agreement as additional paid-in capital during the year ended December 31, 2017.

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

On December 24, 2018, the Company received the remaining balance

of $ 2,550,000 in the form of newly issued shares of Rgene’s Common Stock, at the price of NTD50 per share (approximately equivalent

to $ 1.60 per share), for an aggregate number of 1,530,000 shares, which accounted for equity method long-term investment as of December

On December 31, 2018, the Company determined to fully write off this investment based on the Company’s assessment of the

severity and duration of the impairment, and qualitative and quantitative analysis of the operating performance of the investee, adverse

changes in market conditions and the regulatory or economic environment, changes in operating structure of Rgene, additional funding requirements,

and Rgene’s ability to remain in business.

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

The Company and Rgene signed an amendment to the

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

Therapy and AB 1527 Ovary Cancer Combination Therapy and add ABV-1519 EGFR Positive Non-Small Cell Lung Cancer Combination Therapy and

Therapy and ABV-1527 Ovary Cancer Combination Therapy and add ABV-1519 EGFR Positive Non-Small Cell Lung Cancer Combination Therapy and

ABV-1526 Large Intestine / Colon / Rectal Cancer Combination Therapy to the products to be co-developed and commercialized.

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by either party with six months’ written notice.

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

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

written notice.

Through a series of transactions over the past

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As part of the Rgene Studies, the Company agreed

to loan $ 1.0 million to Rgene, for which Rgene has provided the Company with a 5 % working capital convertible loan (the “Note”).

to loan $ 1.0 million and made $ 0.5 million to Rgene, for which Rgene has provided the Company with a 5 % interest rate convertible loan

(the “Note”).

If the Note is fully converted, the Company will own an additional 6.4 % of Rgene.

The Company is expected to receive the outstanding loan

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.

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 Company is expected to

receive the outstanding loan from the related party by the first half of 2025, either by cash or conversion of shares of Rgene.

may convert the Note at any time into shares of Rgene’s common stock at either (i) a fixed conversion price equal to $ 1.00 per share

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

the conversion price is subject to adjustment

as set forth in the Note.

The Note includes standard events of default, as well as a cross-default provision pursuant to which a breach

of the Service Agreement will trigger an event of default under the 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

The Note was fully converted to Rgene’s common stocks in 2024.

See Note 6 for details.

The Service Agreement shall remain in effect until

the expiration date of the last patent and automatically renew for 5 more years unless terminated earlier by either party with six months’

written notice.

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

Rgene has further agreed, effective July 1, 2022,

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Jiang, its Chief Strategy Officer and Director to occupy that seat;

Jiang is also one of the Company’s largest shareholders,

owning 12.8 % of the Company.

The Rgene Studies is a related party

As of September 30, 2024, the Company has not earned any net licensing income or net sales profit earned by Rgene under these collaborative

Jiang is also one of the Company’s director and officer.

The Rgene Studies is a related party transaction.

Collaborative agreement with BioFirst Corporation,

a related party

On July 24, 2017, BriVision entered into a collaborative agreement

(the “BioFirst Collaborative Agreement”) with BioFirst Corporation (“BioFirst”), pursuant to which BioFirst granted

the Company the global licensing right for medical use of the product (the “Product”):

On July 24, 2017, the Company through its subsidiary,

BriVision, entered into a collaborative agreement (the “BioFirst Collaborative Agreement”) with BioFirst Corporation (“BioFirst”),

pursuant to which BioFirst granted the Company the global licensing right for medical use of the product (the “Product”):

BFC-1401 Vitreous Substitute for Vitrectomy.

BioFirst is a related party to the Company because a controlling beneficiary shareholder of YuanGene Corporation and the Company is one

of the directors and Common Stock shareholders of BioFirst (See Note 10).

BioFirst is a related party to the Company because a controlling beneficiary shareholder

of YuanGene Corporation and the Company is one of the directors and common stock shareholders of BioFirst (See Note 10).

Pursuant to the BioFirst Collaborative Agreement,

the Company will co-develop and commercialize the Product with BioFirst and pay BioFirst in a total amount of $ 3,000,000 in cash or stock

of the Company before September 30, 2018.

The amount of $ 3,000,000 is in connection with the compensation for BioFirst’s past research

efforts and contributions made by BioFirst before the BioFirst Collaborative Agreement was signed and it does not relate to any future

commitments made by BioFirst and BriVision in this BioFirst Collaborative Agreement.

In addition, the Company is entitled to receive 50 %

of the future net licensing income or net sales profit, if any, and any development cost shall be equally shared by both BriVision and

the Company will co-develop and commercialize the Product with BioFirst and pay BioFirst in a total amount of $ 3.0 million in cash or

stock of the Company before September 30, 2018.

The amount of $ 3.0 million is in connection with the compensation for BioFirst’s

past research efforts and contributions made by BioFirst before the BioFirst Collaborative Agreement was signed and it does not relate

to any future commitments in this BioFirst Collaborative Agreement.

In addition, the Company is entitled to receive 50 % of the future

net licensing income or net sales profit, if any, and any development cost shall be equally shared by both the Company and BioFirst.

On September 25, 2017, BioFirst delivered all

research, technical, data and development data to BriVision.

The Company determined to fully expense the entire amount of $ 3,000,000 since

currently the related licensing rights do not have alternative future uses.

According to ASC 730-10-25-1, absent alternative future uses

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

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

research, technical, data and development data to the Company.

The Company determined to fully expense the entire amount of $ 3.0 million

since currently the related licensing rights do not have alternative future uses.

According to ASC 730-10-25-1, absent alternative future

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

Hence, the entire amount of $ 3.0 million 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.

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

Pursuant to the Purchase Agreement, the Company issued 42,857

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 Agreement”).

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

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

shares (post-split) of the Company’s common stock to BioFirst in consideration for $ 3.0 million owed by the Company to BioFirst

(the “Total Payment”) in connection with BioFirst Collaborative Agreement.

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.

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

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

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

to the BioFirst Collaborative Agreement to add ABV-2001 Intraocular Irrigation Solution and ABV-2002 Corneal Storage Solution to the agreement.

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

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manufactured at lower cost.

Further clinical development was put on hold due to the lack of funding.

BioFirst was incorporated on November 7, 2006,

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

In addition, BioFirst was incorporated on November

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

The technology of BioFirst comes from

the global exclusive licensing agreements BioFirst maintains with domestic R & D institutions.

Currently, BioFirst’s main research

and development product is the vitreous substitute (Vitargus ® ), licensed by the National Health Research Institutes.

is the world’s first bio-degradable vitreous substitute and offers a number of advantages over current vitreous substitutes by minimizing

medical complications and reducing the need for additional surgeries.

The technology of BioFirst

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

Currently, the main research and development product is

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

Vitargus is the world’s first bio-degradable

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

the need for additional surgeries.

BioFirst has started the construction of a GMP

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BioFirst is targeting to complete the construction

As of September 30, 2024, the Company has not earned any net licensing income or net sales profit earned by BioFirst under these collaborative

As of March 31, 2025, the Company has not earned

any net licensing income or net sales profit earned by BioFirst under these collaborative agreements.

Collaborative agreement with ForSeeCon Eye

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pipeline, including Vitargus (the “Vitargus Products”).

The license covers the Vitargus Products’ clinical trial, registration,

The license covers Vitargus Products’ clinical trial, registration,

manufacturing, supply, and distribution rights;

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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.

of $ 33.5 million, composed of an upfront payment of $ 30 million, 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 $ 3.5 million 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.

of September 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.

of March 31, 2025, the Company received 5 million FEYE shares but did not recognize such licensing revenue since the fair value of FEYE

stock is uncertain.

On June 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 sum.

During the three and nine months ended September 30, 2024, the Company

received in cash and recognized revenue of $ 180,000 and $ 296,000 , respectively, pursuant to the Amendment.

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 $ 3.5 million per Licensing Agreement, incrementally (such

as $ 100,000 ), at any given time, rather than in one lump sum.

During the year ended December 31, 2024, the Company received in cash and

recognized revenue of $ 296,000 , pursuant to the Amendment.

There was no cash receipt in the three months periods ended March 31, 2025

and 2024, respectively.

Collaborative agreement with OncoX BiopPharma,

Inc., a related party

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 1 ) 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.

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 $ 6.25

million (or 1.25 million 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 another agreement with ABVC’s affiliate, Rgene Corporation, on the same terms.

three and nine months ended September 30, 2024, the Company received in cash and recognized revenue of $ 200,000 and $ 200,000 , respectively,

pursuant to the agreement.

During the year ended December 31, 2024, the Company received in cash and recognized revenue of $ 200,000 pursuant to the agreement.

the time of transferring the license, the Company also received 1.25 million OncoX shares but did not recognize such licensing revenue

since the fair value of Oncox stock is uncertain.

There was no cash receipt in the three months periods ended March 31, 2025 and 2024,

respectively.

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

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Pancreatic Product), within a certain territory, specified as 50 % of the Worldwide Markets for 20 years (the “May 8, 2024 Oncox

In consideration thereof, Oncox shall pay ABVC a total of $ 6,250,000 (or 1,250,000 Oncox shares valued at $ 5 per share 2 )

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.

In consideration thereof, Oncox shall pay ABVC a total of $ 6.25 million (or 1.25 million Oncox shares valued at $ 5

per share) 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.

The Company 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 another agreement with ABVC’s affiliate, Rgene Corporation, on the same terms.

At the time of

transferring the license, the Company also received 1.25 million OncoX shares but did not recognize such licensing revenue since the fair

value of Oncox stock is uncertain.

There was no cash receipt in the three months periods ended March 31, 2025 and 2024, respectively.

On May 14, 2024, the Company and its subsidiary,

3 unchanged sentences

within a certain territory, specified as 50 % of the Worldwide Markets for 20 years (the “May 14, 2024 Oncox Agreements”).

In each agreement for consideration thereof, Oncox shall pay each licensor a total of $ 6,250,000 (or 1,250,000 Oncox shares valued at

$ 5 per share 3 ) within 30 days of entering into the May 14, 2024 Oncox Agreements, 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;

each licensor is also entitled to royalties

of 5 % of Net Sales, from the first commercial sale of the TNBC Product in the noted territory, which remains uncertain.

The Company 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.

In each agreement for consideration thereof, Oncox shall pay each licensor a total of $ 6.25 million (or 1.25 million Oncox shares valued

at $ 5 per share) within 30 days of entering into the May 14, 2024 Oncox Agreements, 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;

each licensor is also entitled to royalties of 5 % of net

sales, from the first commercial sale of the TNBC Product in the noted territory, which remains uncertain.

The Company 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.

At the time of

transferring the license, the Company and BioLite also each received 1.25 million OncoX shares but did not recognize such licensing revenue

since the fair value of Oncox stock is uncertain.

There was no cash receipt in the three months periods ended March 31, 2025 and 2024,

respectively.

On May 23, 2024, the Company and its subsidiary,

3 unchanged sentences

within a certain territory, specified as 50 % of the Worldwide Markets for 20 years (the “May 23, 2024 Oncox Agreements”).

In consideration thereof, Oncox shall pay each licensor a total of $ 6,250,000 (or 1,250,000 Oncox shares valued at $ 5 per share 4 )

In consideration thereof, Oncox shall pay each licensor a total of $ 6.25 million (or 1.25 million Oncox shares valued at $ 5 per share)

30 days after entering the May 23, 2024 Oncox Agreements, with an additional milestone payment of $ 625,000 in cash after OncoX’s

5 unchanged sentences

Oncox may use its revenue to fund the licensing fees.

PROPERTY AND EQUIPMENT

Property and equipment as of September 30, 2024

and December 31, 2023 are summarized as follows:

September 30,

Construction-in-Progress

At the time of transferring the license, the Company and BioLite also each received 1.25 million OncoX shares but did not recognize such

licensing revenue since the fair value of Oncox stock is uncertain.

There was no cash receipt in the three months periods ended March

31, 2025 and 2024, respectively.

Above mentioned price of OncoX’s shares

was determined through private negotiations between the parties;

no third-party valuation was completed.

PROPERTY AND EQUIPMENT, AND PREPAMENT FOR ASSET ACQUISITION

and Equipment

The Company has offices and labs located in Taiwan,

and a GMP manufacturing facility in Fremont, CA.

Property and equipment as of March 31, 2025 and December 31, 2024 are summarized as follows:

Buildings and leasehold improvements

5 unchanged sentences

Property and equipment, net

Construction-in-progress consists of the property

recently acquired in Chengdu, China.

The Company entered into a cooperation agreement on August 14, 2023, with Zhong Hui Lian He Ji Tuan,

Depreciation expenses were $ 7,021 and $ 1,286

for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025 and December 31, 2024, the land with book value

amounted to approximately $ 334,520 and $ 338,966 (except for the recently acquired land in Puli, Taiwan, amounted to $ 7,670,000 ), respectively,

were pledged for obtaining bank loan (see Notes 9 Bank loans).

for asset acquisition

Prepayment for asset acquisition consists of the

properties in Chengdu, China.

The Company entered into a cooperation agreement on August 14, 2023, with Zhong Hui Lian He Ji Tuan, Ltd.

(the “Zhonghui”).

Pursuant thereto, the Company acquired 20 % of the ownership of certain property and a parcel of the

Pursuant thereto, the Company will acquire 20 % of the ownership of certain property and a parcel of the

land, with a view to jointly develop the property into a healthcare center for senior living, long-term care, and medical care in the

2 unchanged sentences

for the China market and global development of these interests.

1 P rice was determined through

private negotiations between the parties;

no third party valuation was completed.

The valuation of such property is $ 37,000,000 ;

based on the Company’s 20 % ownership, the Company acquired the value of $ 7,400,000 .

The valuation of such property is $ 37 million;

based on the Company’s 20 % ownership, the Company would acquire the value of $ 7,400,000 .

In exchange, the Company issued to Zhonghui

an aggregate of 370,000 shares of common stock, at a per share price of $ 20.0 .

The Shares are subject to a lock-up period of one year

following the closing date of the transaction.

In addition, the parties agreed that, after one year following the closing of the transaction,

if the market value of the shares or the value of the property increases or decreases, the parties will negotiate in good faith to make

reasonable adjustments.

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.

The Construction-in-progress is planned to finish

before the end of 2024.

Depreciation expenses were $ 7,013 and $ 7,459 for

three months ended September 30, 2024 and 2023, respectively.

Depreciation expenses were $ 21,605 and $ 20,949 for

nine months ended September 30, 2024 and 2023, respectively.

an aggregate of 370,000 shares (the “Shares”) of common stock, at a per share price of $ 20.0 .

The Shares are subject to a

lock-up period of one year following the closing date of the transaction.

In addition, the parties agreed that, after one year following

the closing of the transaction, if the market value of the Shares or the value of the property increases or decreases, the parties will

negotiate in good faith to make reasonable adjustments.

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.

As discussed in Note 2, the Company incorrectly

applied ASC 845 instead of ASC 718, resulting in an adjustment of the reported value to from $ 7,400,000 to $ 691,900 , and reclassification

from Construction-in-Progress to Prepayment for Asset Acquisition.

The construction-in-progress property is planned

to finish before the end of 2025.

Acquisition of land in Taiwan

In March 2024, AiBtl issued 1,534,000 AiBtl’s common stocks to acquire

farmland in Taiwan, which land will be used for developing health related businesses.

As of the date of issuance of these financial statements,

the transfer of the land’s title is under government review, pending completion of the title transfer registration.

However, upon

the closing of the transaction, both parties are aware of such Taiwan’s legal restrictions prohibiting foreign entities directly

owning farmland.

In addition to newly incorporated controlling subsidiary, Yunzhiyi, to be holding the title of the land upon government’s

approval, on March 31, 2025, the Company and the landowners executed the Nominee Holding Agreement, Land Lease Agreement, and Consulting

Agreement, under the witness of and confirmed by a legal counsel in Taiwan, in which the landowners unconditionally grant the full legal

rights to the land to the Company before the completion of the title transfer.

Based on the execution of the agreement, the Company recognized

$ 7,670,000 ($ 5 per share of AiBtl’s common stock) of land on its balance sheet.

LONG-TERM INVESTMENTS

1 unchanged sentence

Ownership percentage

September 30, December 31, Accounting

Name of investee 2024 2023 treatments

Braingenesis Biotechnology Co., Ltd.

0.17 % 0.17 % Cost Method

March 31, December 31, Accounting

Name of investees 2025 2024 treatments

Braingenesis Biotechnology Co., Ltd.* 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 (see Note 10) 19.78 % -% Cost Method

BioFirst Corporation (see Note 10) 18.68 % 18.68 % Equity Method

ForSeeCon Eye Corporation (see Note 10) 19.78 % 19.78 % Cost Method

BioFirst Corporation 18.68 % 18.68 % Equity Method

OncoX BioPharma, Inc.

(see Note 10) 24.97 % 24.97 % Equity Method

Rgene Corporation (see Note 10) 26.65 % 26.65 % Equity Method

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

Name of investee The

extent the investee relies on the Company for its business

Rgene Corporation 37.00 % 26.65 % Equity Method

BioLite Japan K.K.

49.00 % 49.00 % Equity Method

* This company was acquired by Canal Biotech Corporation Inc.

Our stock is in the process of replacement with the stock of the acquired company and the ownership percentage is subject to change.

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

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

Braingenesis Biotechnology Co., Ltd.

specific business relationship

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)

No specific business relationship

Genepharm Biotech Corporation No specific business relationship

BioHopeKing Corporation Collaborating with the Company to develop and commercialize drugs (referring to Note 4, Collaborative Agreements)

BioLite Japan K.K.

The Company’s joint venture noncontrolling subsidiary perform research and development activities and explore business opportunities in Japan

ForSeeCon Eye Corporation Collaborating with the Company to develop and commercialize ophthalmic medical devices (referring to Note 4, Collaborative Agreements)

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

OncoX BioPharma, Inc.

Collaborating with the Company to develop and commercialize single-herb botanical drug for treatment of certain diseases (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.

investment for a Joint Venture

Rgene Corporation Collaborating with the Company to develop and commercialize drugs (referring to Note 4, Collaborative Agreements)

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

September 30,

Non-marketable Cost Method Investments, net

1 unchanged sentence

Genepharm Biotech Corporation

ForSeeCon Eye Corporation (d)

BioHopeKing Corporation

ForSeeCon Corporation (See Note 4)

Equity Method Investments, net

1 unchanged sentence

Rgene Corporation (b)

BioLite Japan K.K.

(BioLite JP) (c)

OncoX BioPharma, Inc.

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

4 unchanged sentences

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

As of September 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 September 30, 2024, the amount of prepayment for long-term investments

in BioFirst is $ 1,124,842 .

As of March 31, 2025 and December

31, 2024, 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, 2025 and December 31, 2024, the amount of prepayment for long-term investments in Biofirst is both

$ 1,124,842 .

(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 September 30, 2024 and

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

BioLite Japan K.K.

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

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.

The Company is in the process of converting the

prepayment to the ownership and expects to complete within next six months.

As described in Note 4, the Company

acquired 26.65 % of Rgene’s outstanding common shares since 2018 through multiple collaborative agreements, and has been accounting

this equity investment with equity method 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.

Further, as disclosed in Note 10 Related Party Transactions, the Company entered a convertible loan agreement with

Rgene in 2022 and has been working with Rgene to obtain approval for the Company to exercise the conversion from Department of Investment

Review in Taiwan, a government agency reviews foreign investors conducting investment in Taiwan.

In May 2024, the conversion request for

the conversion was approved but the Company was not informed by Rgene until April 2025.

The Company determined that the impact to the

financial statements is immaterial and assumed the conversion was incurred on January 1, 2025.

After the conversion, the Company owns

37 % of outstanding shares of Rgene.

Disposition of long-term investment

During the nine months ended September

30, 2024 and 2023, there is no disposition of long-term investment.

Losses on Equity Investments

The components of losses on equity

investments for each period were as follows:

Nine months Ended

September 30,

During the three-month periods ended

March 31, 2025and 2024, there is no disposition of long-term investment.

Loss on investment in equity securities

The components of loss on investment in equity

securities for each period were as follows:

Three Months Ended

Share of equity method investee losses

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.

At 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.

prepayment is booked in prepayment for investment.

As of December 31, 2024, the Company evaluated the investee’s business and financial

conditions and determined to fully impair such prepayment.

(d) ForSeeCon Eye Corporation (FEYE)

FEYE is a private company registered

in the British Virgin Islands, focusing on the field of diagnosis and treatment of eye disorders, with its main product of Vitargus.

Company granted FEYE certain licensed products in exchange of FEYE ownership.

See Note 4 for detail of such transactions.

(e) OncoX BioPharma, Inc.

OncoX is a private company registered

in the British Virgin Islands, focusing on oncology trials and drug development across Asia-Pacific.

The Company granted OncoX certain

licensed products in exchange of OncoX’s ownership.

See Note 4 for detail of such transactions.

CONVERTIBLE NOTES PAYABLE

Lind Notes Payable

On February 23, 2023, the Company entered into

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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.

also issued Lind a common stock purchase warrant (the “Lind 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 for a period of 5 years, subject to adjustment that immediately

upon such issuance or sale, the Exercise Price in effect immediately prior to such issuance or sale shall be reduced (and in no event

increased) to an Exercise Price equal to the consideration per share paid for such Additional Shares of Common Stock.

The warrants were

valued using the Black-Scholes model.

The fair value of the warrants was determined to be $ 1,225,543 , which was recorded to debt discount.

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.

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.

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;

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

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but retained its right to convert its Note.

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

As of September 30, 2024,

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

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

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

of September 30, 2024, these warrants were fully exercised.

of March 31, 2025, these Lind Warrants associated with the first Lind Note were fully exercised.

On November 17, 2023, the Company entered another

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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.

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

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

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

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

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

On July 12, 2024

and September 11, 2024, Lind converted $ 200,000 and $ 200,000 , respectively, of 2 nd Lind Note principal amounts into the Company’s

common stocks.

During the year

ended December 31, 2024, Lind converted $ 800,000 of 2 nd Lind Note principal amounts into the Company’s common stocks.

Refer to the common stock issuance details in Note 12, Equity.

On March 3 and April 1, 2025, Lind converted the remaining $ 400,000 principal

balance ($ 200,000 for each conversion) into the Company’s common stocks.

On January 17, 2024, the Company entered another

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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 Company may prepay all, but not less than all, outstanding principal amount prior to 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.

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 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.

No conversion

or repayment to 3 rd Lind Note has occurred during the period ended September 30, 2024.

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.

No conversion or repayment

to 3 rd Lind Note has occurred during the year ended December 31, 2024.

On March 3 and April 1, 2025, Lind converted $ 400,000

principal balance ($ 200,000 for each conversion) into the Company’s common stock, leaving outstanding principal of $ 600,000 .

In connection with above three Lind Note offerings,

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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

As of September 30, 2024 and December 31,

2023, the aggregate carrying values of the convertible debentures were $ 952,237 and $ 569,456 , respectively, with unamortized debt discount

and issuance costs of $ 847,763 and $ 1,441,719 , respectively.

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

were $ 2,160,000 and $ 2,372,851 , respectively.

On May 22, 2024, November 19, 2024, and January

9, 2025, Lind exercised 1,000,000 , 500,000 , 1,029,167 of the existing warrants to purchase shares of Common Stock at a reduced exercise

price of $ 0.75 , $ 0.42 , and $ 0.40 per share, respectively.

Refer to the details in Note 12, Equity.

Total interest expenses in connection with the

above convertible note payable were $ 209,022 and $ 1,198,290 for the three months ended September 30, 2024 and 2023, respectively;

$ 1,082,936 and $ 1,323,032 for the nine months ended September 30, 2024 and 2023, respectively.

above three Lind Notes were $ 209,372 and $ 172,884 for the three months ended March 31, 2025 and 2024, respectively.

Other Convertible Notes Payable

On November 1, 2024 and November 5, 2024, the

Company’s subsidiary, AiBtl, issued two convertible notes payable, each with a principal amount of $ 30,000 to two separate individuals,

for total consideration of $ 60,000 .

Each note has a 1 -year term and an implied annual discount rate of 6.89 %.

These convertible notes

bear a 0 % interest rate and are convertible by the holders into the AiBtl’s common stock at $ 5 per share at any time before the

AiBtl reserves the right to repurchase the note in full at any time before maturity.

The convertible notes payable is accounted for

in accordance with ASC 470-20, Debt with Conversion and Other Options.

The Company evaluated the conversion feature and determined that

it qualifies for equity classification as it meets the “fixed-for-fixed” criteria.

The proceeds from the issuance were allocated

to the present value of the liability component in aggregate for $ 56,132 , and to debt discount for $ 3,868 .

The debt discount is recorded

in additional paid-in capital in the statement of change in equity.

The debt discount is being amortized over the 1 -year term using the effective

interest method.

During the three months ended March 31, 2025, the Company recognized $ 984 in interest expense related to the amortization

of the debt discount.

The carrying amounts of the liability component

are summarized as follows:

2025 Issuance

Entity Issuance

Date Maturity

Date Principal

Issuance Stated

Rate Effective

Rate Conversion

converted Principal

Sheet Date Unamortized

Discount Carrying

2nd LIND Note ABVC November 17, 2023 May 19, 2025 $ 1,200,000 0 % 86.94 % $ 1.00 ABVC $ 200,000 $ 26,110 $ 173,890 $ 240,000

3rd LIND Note ABVC January 17, 2024 July 17, 2025 1,000,000 0 % 87.40 % $ 1.00 ABVC 800,000 196,114 603,886 960,000

Other Note AiBtl November 1, 2024 November 1, 2025 30,000 0 % 6.89 % $ 5.00 AiBtl 30,000 1,119 28,881 30,000

Other Note AiBtl November 5, 2024 November 5, 2025 30,000 0 % 6.89 % $ 5.00 AiBtl 30,000 1,118 28,882 30,000

$ 2,260,000 $ 1,060,000 $ 224,460 $ 835,539 $ 1,260,000

2024 Issuance

Entity Issuance

Date Maturity

Date Principal

Issuance Stated

Rate Effective

Rate Conversion

converted Principal

Sheet Date Unamortized

Discount Carrying

2nd LIND Note ABVC November 17, 2023 May 19, 2025 $ 1,200,000 0 % 86.94 % $ 1.00 ABVC $ 400,000 $ 118,048 $ 281,952 $ 480,000

3rd LIND Note ABVC January 17, 2024 July 17, 2025 1,000,000 0 % 87.40 % $ 1.00 ABVC 1,000,000 388,685 611,315 1,200,000

Other Note AiBtl November 1, 2024 November 1, 2025 30,000 0 % 6.89 % $ 5.00 AiBtl 30,000 1,610 28,390 30,000

Other Note AiBtl November 5, 2024 November 5, 2025 30,000 0 % 6.89 % $ 5.00 AiBtl 30,000 1,611 28,389 30,000

$ 2,260,000 $ 1,460,000 $ 509,954 $ 950,046 $ 1,740,000

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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consisted of the following as of the periods indicated:

September 30,

Accrued research and development expense

Accrued directors and officers (owners) compensation

Accrued royalties

Accrued employee compensation and benefits

Short-term bank loan consists of the following:

September 30,

Cash portion of the Lind Note repayments

Accrued compensation and employee benefits

SHORT-TERM LOANS

(1) Short-term loans consists of the following:

Cathay United Bank

Other individual

Cathay United Bank

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Bank entered into a one-year bank loan agreement (the “Cathay United Loan Agreement”) in a credit limit amount of NTD 7.5

equivalent to $ 236,250 .

The term started June 28, 2016 with maturity date of one year.

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 year and the next renewal date is September 6, 2025.

As of September 30, 2024 and December 31, 2023, the effective

interest rates per annum was 3.01 % 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 $ 1,755 and $ 1,742 for the three months ended September 30, 2024 and 2023, respectively.

Interest expenses were $ 5,275 and $ 5,136 for the nine months ended September 30, 2024 and 2023, respectively.

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

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

credit limit amount of NTD 10,000,000 , equivalent to $ 315,000 for each loan.

Both two loans with the same maturity date on January

19, 2018 and was combined into one agreement with a total credit limit of NTD 20,000,000 , equivalent to $ 630,000 , equivalent to $ in

February 2018.

million, equivalent to $ 228,750 .

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

The loan balance bears interest at

a floating rate of prime rate plus 1.31 %.

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

Company renews the agreement with the bank every year, and the next renewal date is September 6, 2025.

As of March 31, 2025 and December

31, 2024, the effective interest rates per annum was 2.99 % and 2.99 %, respectively.

The loan is collateralized by the building and improvement

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

During the three months ended March 31, 2025, the

Company made payments of the loan in total of NTD 937,500 , equivalent to $ 29,250 .

Interest expenses were $ 1,470 and $ 1,736 for the

three months ended March 31, 2025 and 2024, respectively.

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

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

amount of NTD 10 million, equivalent to $ 327,500 , and NTD 10 million, equivalent to $ 327,500 , respectively.

Both two loans with the same

maturity date at January 19, 2018 .

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

The Company renews the agreement with the bank every year, and the next renewal date is February 28, 2025.

balances bear interest at a fixed rate of 2.5 % per annum, and is secured by the money deposited in a savings account with the CTBC

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

During the year ended December 31, 2020,

BioLite Taiwan has opened a TCD account with CTBC bank to guarantee the loan going forward.

The loan balances

bear interest at a fixed rate of 2.5 % per annum, and is secured by the money deposited in a savings account with the CTBC Bank.

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

During the year ended December 31, 2020, BioLite Taiwan opened

a TCD account with CTBC bank to guarantee the loan going forward.

Interest expenses were $ 3,761 and $ 3,964 for the

three months ended September 30, 2024 and 2023, respectively.

Interest expenses were $ 11,668 and $ 11,681 for

the nine months ended September 30, 2024 and 2023, respectively.

three months ended March 31, 2025 and 2024, respectively.

Other individual – Third party

On March 21, 2024, the Company issued an unsecured

promissory note to a third party for the proceeds of $ 30,000 .

The note bears interest rate of 12 % per annum and matures on March 21, 2025 ,

or upon the occurrence of an event of default.

The promissory note was extended for anther year and matures on March 21, 2026, with the

Interest expenses were $ 888 and $ 0 for the three

months ended March 31, 2025 and 2024, respectively.

RELATED PARTIES TRANSACTIONS

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Tsung-Shann Jiang

ForSeeCon Corporation (the “FEYE”) Cost method investment

OncoX BioPharma Inc.

Equity method investment

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

GenePharm Inc.

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The Jiangs Mr.

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

the Chairman of Rgene;

the Chairman and CEO of the BioLite Holding Inc.

Tsung-Shann Jiang, the controlling beneficiary

shareholder of the Company and Rgene, the Chairman and CEO of the BioLite Holding Inc.

and BioLite Inc.

and the President and a member of board of directors of BioFirst

and the President and a member

of board of directors of BioFirst

Shu-Ling Jiang, Mr.

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

Tsung-Shann Jiang’s

wife, is the Chairman of Keypoint;

and a member of board of directors of BioLite Inc.

Eugene Jiang is Mr.

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Chang-Jen Jiang is Mr.

Tsung-Shann Jiang’s sibling and the director of the Company.

Tsung-Shann Jiang’s

sibling and the director of the Company.

Mei-Ling Jiang is Ms.

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

AiBtl (Holding) BioPharma, Inc.

(“AiBtl Holding”) Founding shareholder of AiBtl BioPharma Inc.

Jaimes Vargas Russman CEO of AiBtl BioPharma Inc.

Lion Arts Promotion, Inc.

Entity controlled by the Jiangs.

Revenues – related parties

During the three and nine months ended September 30, 2024, the Company received $ 180,000 and $ 296,000 , respectively, pursuant to the licensing agreement and related amendment with FEYE, and recognized $ 180,000 and $ 296,000 revenue correspondingly.

In addition, the Company received $ 200,000 during the three and nine months ended September pursuant to the licensing agreement with OncoX,

and recognized revenue correspondingly.

There was no cash receipt for the three months

ended March 31, 2025 and 2024 from related parties on the licensing agreements or other services.

Therefore, no related party revenue

was recognized during these periods.

Please refer to Note 4, Collaborative Agreements for details.

Nine Months Ended

September 30,

Consulting fees – related parties

In March 2024, the Company engaged Lion Arts Promotion Inc to provide operation,

business development, human resources, and capital finance consulting services.

The agreement is for 12 months expiring in February 2025,

and is optional for renewal upon mutual agreement.

The Company incurred $ 68,141 and $ 14,628 for the three months ended March 31, 2025

and 2024, respectively.

Accounts receivable - related parties

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of the following as of the periods indicated:

September 30,

As of December 31, 2024, management considered

the outstanding accounts receivable from Rgene may not be recoverable, and recognized credit loss in full.

Due from related parties

Amount due from related parties consisted of the

following as of the periods indicated:

Amounts due from related parties consisted of

the following as of the periods indicated:

Due from related party- Current

September 30,

Due from related parties - Non-Current

September 30,

Due from related parties- Non-current, net

BioFirst (Australia) (3)

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allowance for expected credit losses accounts

(1) On June 16, 2022, the Company entered into a one-year convertible loan with Rgene, with a principal amount of $ 1,000,000 to Rgene which bears interest at 5 % per annum for the use of working capital that, if fully converted, would result in ABVC owning an additional 6.4 % of Rgene.

( 1,014,193 )

(1) On June 16, 2022, the Company entered into a one-year convertible loan agreement with Rgene, with a principal amount of $ 1,000,000 and made $ 500,000 to Rgene which bears interest at 5 % per annum for the use of working capital that, if fully converted, would result in ABVC owning an additional 6.4 % of Rgene.

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

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

As of September 30, 2024 and December 31,

2023, the outstanding loan balance were $ 506,216 and $ 500,000 , respectively;

The loan was converted to Rgene’s common stock in May 2024 but the Company was not informed until April 2025.

Please see detail discussion in Note 7.

As of March 31, 2025 and December 31, 2024, the outstanding loan balance were $ 0 and $ 500,000 ;

and accrued interest was $ 0and $ 63,819 , respectively.

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

As of September 30, 2024 and December 31,

2023, the Company has other receivables amounted $ 1,954 and $ 2,667 , respectively, from Rgene due to daily operations.

On December 31, 2023, BioLite Taiwan entered

into a loan agreement with BioFirst, with a principal amount of $ 348,779 (NTD 11,072,360) to BioFirst which bears interest at 12 % per

annum for the use of working capital.

During the period ended September 30, 2024, the Company entered into another loan agreement with

BioFirst, with a principal amount of $ 359,289 (NTD 11,406,000) to BioFirst which bears interest at 12 % per annum for the use of working

As of September 30, 2024 and December 31, 2023, the outstanding loan balance were $ 606,323 (NTD 19,248,360 ) and $ 206,087

(NTD 6,302,360 ), respectively;

accrued interest was $ 37,520 and $ 0 , respectively.

The Company has received $ 100,076 (NTD 3,230,000 ) repayment

and expects to receive other repayment within next 12 months.

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

receivables from BioFirst amounted $ 1 ,030 and $ 0 , respectively, due to daily operations.

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.

(4) On February 24, 2015, BioLite Taiwan and BioHopeKing Corporation (the

“BHK”) entered into a co-development agreement, (the “BHK Co-Development Agreement”, see Note 3).

The development

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

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

As of September 30, 2024 and December 31, 2023, due from BHK was $ 124,151 and $ 113,516 , respectively.

The Company’s due from related parties are subject to certain

risks that our collaborative parties, including OncoX and ForSeeCon, would face.

Such risks exist in future market conditions, macro economy,

legal and regulatory, results of clinical trials and product developments, and among others.

As of September 30, 2024, the Company’s

comprehensive review of these due from related party balances indicates that there are no expected losses.

This conclusion is based on

the business relationships with our related parties and the absence of any significant indicators of potential default.

Consequently,

no provision for credit loss has been recorded in our financial statements for the current period.

Both principal and accrued interest were converted to Rgene’s common stocks.

As of March 31, 2025 and December 31, 2024, the Company has other receivables amounted to $ 1,867 and $ 1,892 , respectively, from Rgene due to daily operations.

(2) On December 31, 2023, BioLite Taiwan entered into a loan agreement with BioFirst, with a principal amount of NTD 11,072,360 (approximately $ 337,707 ), which bears interest at 12 % per annum for the use of working capital.

During the year ended December 31, 2024, the Company entered into another loan agreement with BioFirst, with a principal amount of NTD 11,406,000 (approximately $ 347,883 ), which bears interest at 12 % per annum for the use of working capital.

As of March 31, 2025 and December 31, 2024, the outstanding loan balance were NTD 15,458,360 (approximately $ 465,297 ) and NTD 17,571,076 (approximately $ 535,918 ), respectively;

accrued interests were$ 68,971 and $ 53,422 , respectively.

The Company has received NTD 2,080,000 (approximately $ 64,896 ) and $ 0 repayment during the three months ended March 31, 2025 and 2024, respectively.

(3) On July 1, 2020, the Company entered into a loan agreement with BioFirst (Australia) for $ 361,487 to properly record R&D cost and tax refund allocation based on co-development contract executed on July 24, 2017.

The loan was originally set to be mature on September 30, 2021 with an interest rate of 6.5 % per annum, but on September 7, 2021, the Company entered into a loan agreement with BioFirst (Australia) for $ 67,873 to meet its new project needs.

On July 27, 2021, the Company repaid a loan 249,975 to BioFirst (Australia).

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

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

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

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

During the second quarter of 2023, the Company entered into several loan agreements with BioFirst (Australia) for a total amount of $ 25,500 to increase the cost for upcoming projects.

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

For accounting purpose, the due from and due to related party balances was being net off.

As of March 31, 2025 and December 31, 2024, the outstanding loan balances and allocated research fee were both amounted to $ 681,185 , and accrued interest balances were both amounted $ 158,798 .

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.

The Company stopped accruing interest income recognizing such losses.

(4) On February 24, 2015, BioLite Taiwan and BioHopeKing Corporation (the “BHK”) entered into a co-development agreement, (the “BHK Co-Development Agreement”, see Note 4).

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, 2025 and December 31, 2024, due from BHK was both NTD 3,941,299 (approximately$ 118,633 and $ 120,210 , respectively).

The business conditions of BHK deteriorated and as a result, the Company recognized expected credit losses of NTD 3,941,299 as of December 31, 2024.

No recovery was made during three months ended March 31, 2025.

The Company’s due from related parties are

subject to certain risks that our collaborative parties, including OncoX and FEYE, would face.

Such risks exist in future market conditions,

macro economy, legal and regulatory, results of clinical trials and product developments, and among others.

As of March 31, 2025, the

Company’s comprehensive review of these due from related party balances indicates that there are no expected losses except those

being recognized above.

This conclusion is based on the business relationships with our related parties and the absence of any significant

indicators of potential default.

Due to related parties

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following as of the periods indicated:

September 30,

AiBtl Holding (1)

The Jiangs (2)

Shareholders (3)

Lion Art Promotions Inc (4)

Directors (5)

(1) On April 11, 2024, May 10, 2024, August 15, 2024, and December 24, 2024, AiBtl received short-term loans from its founding shareholder, AiBtl Holding, for the principal amounts of $ 40,000 , $ 60,000 , $ 33,732 , and $ 214,487 , respectively, for the purpose of daily operations.

These loans do not bear interest and are payable on demand.

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

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

(2) Since 2018, the Company’s shareholders have advanced funds to

the Company for working capital purpose.

The advances bear interest rate of 12 % per annum.

Interest expenses in connection with these

loans were $ 11 ,836 and $ 5,015 for the three months ended September 30, 2024 and 2023, respectively, and were $ 21,973 and $ 15,082 for the

nine months ended September 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.

Deferred tax assets as of September 30, 2024 and

December 31, 2023 consist approximately of:

September 30,

As of March 31, 2025 and December 31, 2024, the outstanding balance due to the Jiangs amounted to $ 222,522 and $ 274,170 , respectively.

These loans bear no interest and are due on demand.

(3) Since 2018, the Company’s shareholders have advanced funds to the Company for working capital purpose.

The advances bear interest rate around 12 % per annum.

As of March 31, 2025 and December 31, 2024, the outstanding principal and accrued interest was $ 140,266 and $ 142,130 , respectively.

Interest expenses in connection with these loans were $ 4,963 and $ 5,938 for the three months ended March 31, 2025 and 2024, respectively.

(4) Accrued consulting services fee for the three months ended March 31, 2025.

(5) As of March 31, 2025 and December 31, 2024, due to Directors amounted to $ 12,953 and $ 8,526 , respectively, were related to the daily operating expenses since inception in 2023 paid by the Directors of AiBtl on behalf of the entity.

Income tax (benefit)

expense for the three months ended March 31, 2025 and 2024 were $0 and $0 , respectively.

Deferred tax assets (liability) as of

March 31, 2025 and December 31, 2024 consist approximately of:

Loss on impairment of assets

7 unchanged sentences

Deferred tax assets, net

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 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 Company previously reported that during the

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

party), Ever Adventure inv.

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

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

stock exchange market, investor relations, and business development.

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

2024 for the service fee of $ 4,514,800 in aggregate, and recorded as stock subscription receivable.

For the three months ended March 31,

2024, stock subscription receivable recognized as stock-based compensation in equity was $ 225,740 .

After further reviewed and investigation, above

services were completely provided by December 31, 2022.

Pursuant to ASC 718, the costs of services should be recognized along with the

period when services are received.

Therefore, the Company reversed share-based compensation expenses of $ 225,740 for the three months

ended March 31, 2024.

On August 14, 2023, the Company entered into a

cooperation agreement with Zhonghui.

Pursuant thereto, the Company acquired 20 % of the ownership of a property and the parcel of the land

owned by Zhonghui in Leshan, Sichuan, China.

During the third quarter of 2023, the Company issued to Zhonghui, an aggregate of 370,000

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

Pursuant thereto, the Company expect to receive 20 % of the ownership of a property and the parcel

of the land owned by Zhonghui in Leshan, Sichuan, China.

During the third quarter of 2023, the Company issued to Zhonghui, an aggregate

of 370,000 shares (post-split) of the Company’s common stock, at a per share price of $ 1.87 , for $ 691,900 .

The Company also

issued 29,600 common stock to consultants for providing consulting services on the above transaction.

Please refer Note 2 for the restatement

of prior period reported amounts.

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.

restricted shares to its employees and directors under the 2016 Equity Incentive Plan as compensation for their previous services, with

an issuance date of February 2, 2024.

These shares are subject to a three-year restriction period.

On February 6, 2024, the Company entered into

15 unchanged sentences

treasury stock, and the warrants were not issued.

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

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

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 cash.

As of September 30,

2024, the proceeds were received.

Due to certain stock transfer processes, one of the Company’s shareholders transferred such shares

to the investor on behalf of the company in July 2024;

the company plans to issue the same number of shares to the transferring shareholder

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 a 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 for the rent payables through

July 2024, 43,458 shares were issued on August 14, 2024 for the August 2024 rent, and 46,072 shares were issued on September 3, 2024 for

the September 2024 rent.

In July 2024, the Company entered into an agreement

with its landlord in California, pursuant that the Company issued 169,992 shares of common stock for the rent payable through July 2024,

in total of $ 127,494 .

The Company also issued 43,458 shares on August 14, 2024 for the August 2024 rent, and 46,072 shares were issued

on September 3, 2024 for the September 2024 rent.

Further, we issued 64,147 shares on October 29, 2024 for October rent, 45,293 shares

on November 13, 2024 for November rent, and 30,422 shares on December 26, 2024 for half month of December rent.

In 2025, the Company issued

28,135 shares, 22,031 shares, and 30,488 shares for each of the half month rent from January 2025 to March 2025, respectively.

9, 2025, the Company entered another agreement with the landlord to settle remaining balance of each half month of February and March

2025 rent, and April 2025 rent, by issuing 120,398 of the Company’s common stock, in the value of $ 66,219 .

Noncontrolling Interests

On March 14, 2024, AiBtl issued 1,610,700 AiBtl’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 has not acquired ownership of the land and no asset was recognized.

November 2024, the title transfer process was completed, and AiBtl now possesses the land through a fully owned Taiwan-based subsidiary.

On April 11, 2024, May 10, 2024, and August 15, 2024, AiBtl entered

into share purchase agreements with an investor to sell 127,270 shares of AiBtl common stocks at an average of $ 1.05 per share.

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

common stocks to a land acquisition transaction in Taiwan, including the 1-year business consulting fee of $ 383,500 incurred beginning

in November 2023, and the cost of land $ 7,670,000 .

Due to certain administrative processes and restrictions, AiBtl has not acquired ownership

of the land and no asset was recognized.

Yunzhiyi, a Taiwan corporation, was incorporated in August 2024, with 90 %

owned by BioLite Taiwan and 10 % owned by Shuling Jiang, the Company’s director.

This entity is set up for holding the land that

AiBtl acquired in Taiwan for developing health related business in Taiwan.

Due to certain administrative processes and restrictions, the

title transfer has not completed, and no asset was recognized as of the issuance of this report.

However, AiBtl entered a series of agreements

with the sellers in March 2025, to obtain the complete rights and obligations of the land while in the process of transferring the title.

These agreements are effective until the title transfer is completed.

AiBtl recognized such asset on its balance sheet on March 31, 2025.

Refer to Note 6 for details.

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 .

As of June 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.

On February 23, 2023, in connection with the issuance

of the Lind Note (referring to Note 7), the Company issued Lind a 5 -year term of 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 (post-split), subject to adjustment.

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 further reset to $ 0.75 along with the immediate exercise of existing

warrants and issuance of the New Warrants.

During the three months ended March 31, 2024,

the Company has made repayment of Lind Note with the Company’s common stock for 751,795 shares, totaling $ 681,000 .

As of December

31, 2024, the first Lind Note was fully repaid.

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.

of the 2 nd Lind Note (referring to Note 7), Lind also received a 5 -year term of common stock purchase warrants 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 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.

of the 3 rd Lind Note (referring to Note 7), Lind also received 5 -year term of common stock purchase warrants 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

2 unchanged sentences

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

Such 1,000,000 Pre-Existing Warrants exercised include 529,167 warrants issued in February 2023 and 470,833 warrants issued in November

Such 1,000,000 Pre-Existing Warrants exercised include

529,167 warrants issued in February 2023 and 470,833 warrants issued in November 2023.

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 Warrant ”).

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

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

As of September 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.

Lind also received new warrants 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 Warrants”).

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

The New Warrants

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

As of December 31,

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 warrants issued to Lind may be exercised via cashless exercise.

On July 12, 2024, the Company issued Lind

200,000 shares of the Company’s common stock as a repayment of $ 200,000 principal of 2 nd Lind Note.

the amended agreement pursuant to Nasdaq requirements, the conversion price is subject to $ 1.00 floor price if the conversion price

was below such floor.

Based on the conversion price of $ 0.7907 , the Company made an additional $ 88,403 cash repayment in addition to

the issuance of 200,000 shares.

On September 11, 2024, the Company issued

Lind 200,000 shares of the Company’s common stock as a repayment of $ 200,000 principal of 2 nd Lind Note.

to the amended agreement pursuant to Nasdaq requirements, the conversion price is subject to $ 1.00 floor price if the conversion

price was below such floor.

Based on the conversion price of $ 0.6575 , the Company made an additional $ 90,722 cash repayment in

addition to the issuance of 200,000 shares.

Warrants issued and outstanding in connection with above Lind convertible

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

During the year ended December 31, 2024, the Company

issued Lind in total of 800,000 shares of the Company’s common stock as the repayment of $ 800,000 principal of 2 nd Lind

According to the amended agreement pursuant to Nasdaq requirements, the conversion price is subject to $ 1.00 floor price if the

conversion price was below such floor, resulting in effective conversion price between $ 0.7907 to $ 0.4932 .

The Company made additional

$ 327,017 cash repayments, with $ 127,759 unpaid cash booked in Accrued Expenses and Other Current Liabilities as of December 31, 2024.

On March 3, 2025 and April 1, 2025, Lind converted the remaining $ 400,000 ($ 200,000 in each conversion) principal balance on 2 nd

Lind Note into 400,000 shares of the Company’s common stocks.

All principal balance of 2 nd Lind Note was fully converted

as of April 1, 2025.

On March 3, 2025 and April 1, 2025, Lind converted

$ 400,000 ($ 200,000 in each conversion) principal balance on 3 rd Lind Note into 400,000 shares of the Company’s common

stocks, leaving outstanding principal of $ 600,000 .

On January 5, 2025, the Company and Lind entered

into a third letter agreement, pursuant to which Lind agreed to exercise for cash, 1,029,167 of the Existing Warrants to purchase shares

of Common Stock, with a current exercise price of $ 0.75 per share, at a reduced exercise price of $ 0.40 per share.

Warrants issued and outstanding in connection

with above Lind convertible notes as of March 31, 2025, and their activities during the three-month period ended are as follows:

Shares Weighted-

2 unchanged sentences

Outstanding as of January 1, 2025 2,029,167 $ 0.70 * 4.20 $ 195,542

Issued 2,000,000 $ 0.88 4.47 -

Exercised ( 1,029,167 ) $ 0.40 -

Outstanding as of September 30, 2024 2,529,167 $ 0.85 4.35 $ -

Outstanding as of March 31, 2025 1,000,000 $ 0.40 4.14 $ 60,000

January 5, 2025, the Company and Lind entered into a third letter agreement (the “December Letter Agreement”), pursuant to

which Lind agreed to exercise for cash, 1,029,167 of the Existing Warrants to purchase shares of Common Stock, with a current exercise

price of $ 0.75 per share, at a reduced exercise price of $ 0.40 per share.

The weighted average exercise price per share as of December

31, 2024 was adjusted to the reduction accordingly.

STOCK OPTIONS

October 30, 2020, the Company issued an aggregate of 54,518 (post-split, thereafter in this note for number of options and the exercise

price) shares of common stock in lieu of unpaid salaries of certain employees and unpaid consulting fees under the 2016 Equity Incentive

Plan, as amended, at a conversion price of $ 20 per share;

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

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

pursuant to which the Company granted stock options to purchase 54,518 shares of the Company’s common stock in lieu

of common stock.

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

On October 15, 2021, the Company entered into

stock option agreements with 11 directors and 3 employees, pursuant to which the Company granted options to purchase an aggregate of 128,000

shares of common stock under the 2016 Equity Incentive Plan, as amended, at an exercise price of $ 30 per share.

The options were vested

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

On April 16, 2022, the Company entered into stock

option agreements with 5 directors, pursuant to which the Company agreed to grant options to purchase an aggregate of 76,192 shares of

common stock under the 2016 Equity Incentive Plan, at an exercise price of $ 30 per share, exercisable for 10 years from the grant date.

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

Options issued and outstanding as of September

30, 2024, and their activities during the nine months ended are as follows:

(post-split) Weighted-

Per Share Weighted-

The Company has not granted any options during

three months ended March 31, 2025 and 2024.

The Company’s most recent option grant was in 2022 that 76,190 shares (post-split)

of common stock were granted to employees and certain consultants.

The weighted average grant date fair value of options granted

in 2022 was $ 27.9 (post-split).

There are 386,021 options available for grant under the 2016 Equity Incentive Plan as of December

Compensation costs associated with the Company’s stock options are recognized, based on the grant-date fair values of

these options over vesting period.

As of March 31, 2025 and December 31, 2024, there were no unvested options.

Options issued and outstanding as of March 31,

2025, and their activities during the year then ended are as follows:

Weighted- Weighted-

Average Average

Number of Exercise Contractual

(post-split) Price

(post-split) Life

in Years Aggregate

Outstanding as of January 1, 2025 258,710 $ 27.9 6.74 -

Granted - - - -

Forfeited - - - -

Outstanding as of September 30, 2024 258,710 $ 27.9 6.99 $ -

Exercisable as of September 30, 2024 258,710 $ 27.9 6.99 $ -

Outstanding as of March 31, 2025 258,710 27.9 6.50 $ -

Exercisable as of March 31, 2025 258,710 27.9 6.50 $ -

Vested and expected to vest 258,710 $ 27.9 6.50 $ -

There are 386,021 options available for grant

under the 2016 Equity Incentive Plan as of September 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 in connection with employee stock options for the nine months ended September 30, 2024 and 2023, respectively.

were no options exercised during the nine months ended September 30, 2024.

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

The fair value of stock options granted for the

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

Risk free interest rate 2.79 %

Expected term (in years) 5.00

Dividend yield 0 %

Expected volatility 83.86 %

LOSS PER SHARE

Basic loss per share is computed by dividing net

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

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

Diluted loss per share is computed by dividing net loss

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

September 30, 2024 and 2023.

For the Three Months

September 30,

Net loss attributable to ABVC’s common stockholders

$ ( 186,561 )

$ ( 3,317,516 )

Weighted-average shares outstanding:

Weighted-average shares outstanding - Basic

Stock options

Weighted-average shares outstanding - Diluted

Loss per share

-Basic and Diluted

For the Nine months

September 30,

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

2025 and 2024.

Three Months Ended

Net loss attributable to ABVC’s common stockholders

1 unchanged sentence

$ ( 2,834,199 )

Weighted-average shares outstanding:

Weighted-average shares outstanding - Basic

Stock options

Weighted-average shares outstanding - Diluted

Weighted-average shares outstanding – Basic & Diluted

Loss per share

-Basic and Diluted

-Basic & Diluted

Diluted loss per share takes into account the

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

Since the Company suffered net loss for both years, any diluted shares would have anti-diluted effect.

The Company adopted FASB Accounting Standards

14 unchanged sentences

The Company also elected the short-term lease recognition exemption and will not recognize ROU assets or lease liabilities for leases with a term less than 12 months.

The new leasing standard requires

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

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

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

Operating lease ROU assets and operating lease

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

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

based rent payments.

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

incremental borrowing rate based on the information available at commencement date in determining the present value of lease

The new leasing standard requires recognition

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

ROU assets represent the

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

lease payments arising from the leases.

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

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

The Company’s future minimum based payments used

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

As most of Company’s leases do not

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

date in determining the present value of lease payments.

The Company recognized lease liabilities, with

9 unchanged sentences

The Company’s

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

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

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

September 30,

Operating lease right-of-use assets

5 unchanged sentences

Three Months Ended

September 30,

Operating lease expenses

Nine months Ended

September 30,

Operating lease expenses

Other information related to leases is presented

Nine months Ended

September 30,

Three Months Ended

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

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

September 30,

2025 December 31,

5 unchanged sentences

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

2024 (excluding nine months ended September 30, 2024)

2025 (Excluding current period)

Total future minimum lease payments, undiscounted

1 unchanged sentence

Present value of future minimum lease payments

COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, the Company

may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters.

The Company records

contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable.

In the opinion of management, there were no pending or threatened claims and litigation as of March 31, 2025 and up through the date of

the consolidated financial statements was available to the issued.

SUBSEQUENT EVENTS

In October 2024, the Company entered into an agreement

with its landlord in California, pursuant that the Company will issue 64,147 shares of common stock for the rent payable for October 2024,

at the average VWAP (Volume Weighted Average Price) of last five trading days of October 2024 in total of $ 32,074 .

These shares are restricted

for six months from the issuance but no later than April 30, 2025.

The November 2024 rent of $ 32,074 will also be paid in the form of

the Company’s common stock, at the average of last five trading days of November 2024.

These shares are restricted for six months

from the issuance but no later than May 31, 2025.

On October 18, 2024, the Company issued Lind

200,000 shares of the Company’s common stock as a repayment of $ 200,000 principal of 2 nd Lind Note.

the amended agreement pursuant to Nasdaq requirements, the conversion price is subject to $ 1.00 floor price if the conversion price

was below such floor.

Based on the conversion price of $ 0.4229 , the Company made an additional $ 147,892 cash repayment in addition

to the issuance of 200,000 shares.

In November 2024, the Company and Lind entered

into a letter agreement, pursuant to which Lind will exercise, for cash, 500,000 of its Pre-Existing Warrant, to purchase shares of Common

Stock at a reduced exercise price of $ 0.42 per share.

In October 2024, the title transfer process of

the land acquired by AiBtl was completed, and AiBtl now possesses the land through a fully owned Taiwan-based subsidiary.

In October 2024, AiBtl entered an agreement

with an investor that AiBtl will issue a convertible note for $ 30,000 .

The note has a 1 -year term, bears no interest, and can be

converted to AiBtl’s common shares at $ 5 per share any time prior to maturity.

AiBtl can repay the note at any time prior to

the maturity date without penalty.

Except as disclosed above, the Company has evaluated

subsequent events and transactions that occurred after September 30, 2024 up through the date the Company issued these unaudited consolidated

financial statements on November 14, 2024.

All subsequent events requiring recognition as of September 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 Events.”

In April 2025, the Company conducted a private

offering of its common stock to several individual investors, issuing 724,372 unregistered shares at $ 0.60 to $ 0.65 per share, raising

a total of $ 436,125 .

In April 2025, the Company issued 9,909 unregistered

restricted shares to an individual consultant as a consideration of $ 9,800 ($ 0.99 per share) for the services.

In April 2025, the Company issued 50,000 and 90,277

shares of common stock to two advisors for their financial and business advisory services, as the consideration of $ 52,500 and $ 94,791

($ 1.05 and $ 1.05 per share), respectively.

In April 2025, AiBtl issued 1,800 shares of its

common stock at $ 5 per share, raising a total of $ 9,000 from an individual investor.

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