What changed in this filing

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Item 1. Financial Statements

2025-08-13 compared with 2025-04-30 · 629 added, 451 removed, 1368 unchanged (44% of the section changed)

18 unchanged sentences

Current Liabilities

Short-term bank and other loans

Short-term loans

Accrued expenses and other current liabilities

Contract liabilities

Taxes payables

Operating lease liabilities

7 unchanged sentences

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

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

Common stock, $ 0.001 par value, 100,000,000 authorized, 19,533,416 and 13,868,484 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Stock to be issued

10 unchanged sentences

Total Liabilities and Equity

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.

3 unchanged sentences

Three Months Ended

Six Months Ended

Cost of revenues

Gross (loss) profit

Operating expenses

5 unchanged sentences

( 2,294,983 )

( 2,987,988 )

( 3,698,362 )

Other income (expense)

2 unchanged sentences

Operating sublease income

Gain (loss) on foreign exchange changes

Gain (loss) on foreign exchange

Loss on investment in equity securities

Other income (expenses)

Total other income (expenses)

Total other expenses

Loss before provision income tax

( 2,309,206 )

( 1,158,306 )

( 3,253,396 )

( 4,085,973 )

Provision for income tax expense

( 2,332,833 )

( 1,047,412 )

( 3,277,023 )

( 3,975,079 )

Net loss attributable to noncontrolling interests

1 unchanged sentence

( 2,257,022 )

( 3,099,097 )

( 3,776,535 )

Foreign currency translation adjustment

2 unchanged sentences

$ ( 970,997 )

$ ( 3,060,950 )

$ ( 3,853,432 )

Net loss per share:

2 unchanged sentences

Basic and diluted

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.

2 unchanged sentences

OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash flows from operating activities

3 unchanged sentences

Stock-based compensation

Provision for doubtful accounts

Other non-cash expenses

4 unchanged sentences

Due from related parties

Other assets – tenant security deposit

Accrued expenses and other current liabilities

Tenant security deposit

Taxes payables

Operating lease liabilities

Net cash used in operating activities

( 1,434,007 )

( 1,167,241 )

Cash flows from investing activities

Loan to related parties

Repayment from related parties

Net cash used in investing activities

4 unchanged sentences

Proceeds from exercise of warrants

Proceeds from short-term bank loans

Proceeds from convertible notes payable

Proceeds from private offerings

Proceeds from common stock subscription

Due to related parties, net

11 unchanged sentences

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.

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

ABVC BIOPHARMA, INC.

2 unchanged sentences

OF STOCKHOLDERS’ EQUITY (DEFICIT)

Stockholders’

Comprehensive

Noncontrolling

Stockholders’

Balance at December

31, 2023 (Restated)

$ ( 64,046,929 )

2 unchanged sentences

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 exercise of warrants

Issuance of common shares

for acquisition of property

Issuance of subsidiaries'

common shares for consulting service

Stock based compensation

Issuance of subsidiary's common

shares for consulting service

Decrease in ownership of subsidiary

due to share issuance

for employees

Share based payment

Decrease in ownership of

subsidiary due to share issuance

Stock subscription received

Net loss for the period

1 unchanged sentence

( 3,975,079 )

transaction adjustments

at March 31, 2024 (Restated)

Cumulative transaction adjustments

Balance at June 30, 2024

$ ( 67,823,464 )

1 unchanged sentence

$ ( 246,157 )

Balance at March 31, 2024

$ ( 66,881,128 )

$ ( 8,902,371 )

$ ( 241,081 )

Issuance of common shares

for repayment of convertible notes

Issuance of common shares for exercise of warrants

Stock-based compensation

Stock subscription received

Net loss for the period

( 1,047,412 )

Cumulative transaction adjustments

Balance at June 30, 2024 (Restated)

$ ( 67,823,464 )

$ ( 8,902,371 )

$ ( 246,157 )

Comprehensive

Noncontrolling

Stockholders’

Balance at December 31, 2024

2 unchanged sentences

$ ( 502,181 )

Issuance of common shares for

Lind CN Repayment

Issuance of common shares for Lind

Issuance of common shares for exercise of warrants

Issuance of common shares in private

Stock-based compensation

Acquiring control of the land

Acquisition of control of acquired

( 3,099,097 )

( 3,277,023 )

transaction adjustments

at March 31, 2025

June 30, 2025

$ ( 72,048,904 )

$ ( 8,909,691 )

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements.

Balance at March 31, 2025

$ ( 69,791,882 )

$ ( 8,909,691 )

Issuance of common shares for Lind

Issuance of common shares in private

Stock-based compensation

( 2,257,022 )

( 2,332,833 )

transaction adjustments

June 30, 2025

$ ( 72,048,904 )

$ ( 8,909,691 )

The accompanying notes

are an integral part of these unaudited condensed consolidated financial statements.

ABVC BIOPHARMA, INC.

16 unchanged sentences

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).

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

The Company has four wholly-owned subsidiaries,

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This subsidiary has no activities since inception.

On May 10, 2025, ABVC transferred its 100 %

ownership in BioKey to BioKey Cayman.

This reorganization did not have any other impact on the consolidated financial statements.

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.

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.

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

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.

As 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 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 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.

The accompanying financial statements have been

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

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 flow.

the six months ended June 30, 2025, the Company reported net loss of $ 3,277,023 .

As of June 30, 2025, the Company’s working capital

deficit was $ 2,762,113 .

In addition, the Company had net cash outflows of $ 1,434,007 from operating activities for the six

months ended June 30, 2025.

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

To sustain its ability to support the Company’s

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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.

The interim condensed consolidated financial statements as of June 30, 2025, and

for the three and six months ended June 30, 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

4 unchanged sentences

These restatements also resulted in the restatements of the relevant accounts

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

as of and for the three and six months ended June 30, 2024.

As disclosed in Note 5, the Company entered into

3 unchanged sentences

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.

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

At the time of preparing its 2024 financial statements,

21 unchanged sentences

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.

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 a 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

14 unchanged sentences

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,

Impact of the Restatement to the June 30,

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

statements of operations, and statements of cash flows as of and for the six months ended June 30, 2024 is presented below.

June 30, 2024

Unaudited Condensed

Consolidated Balance Sheets

Prepaid expense and other current asset

Current Assets

Property and equipment, net

3 unchanged sentences

Accrued expenses and other current liabilities

Convertible notes payable – third parties, net

Due to related parties

9 unchanged sentences

$ ( 6,589,265 )

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Unaudited Condensed

Consolidated Statements of Operations

6 unchanged sentences

Basic and diluted net loss per common share

Three Months Ended March

Six Months Ended June 30, 2024

Unaudited Condensed

Consolidated Statements of Operations

Selling, general and administrative expenses

Stock based compensation

Interest expenses

Net loss attributable to noncontrolling interests

( 5,253,708 )

( 3,975,079 )

Basic and diluted net loss per common share

Six Months Ended June 30, 2024

Unaudited Condensed

Consolidated Statements of Cash Flows

3 unchanged sentences

Other non-cash income and expenses

Prepaid expenses and other deposits

Accrued expenses and other current liabilities

Due from related parties*

Due to related parties

Net cash used in operating activities

( 1,487,258 )

( 1,167,241 )

Loan to related parties*

Net cash used in investing activities*

Due to related parties*

Proceeds from short-term borrowings*

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.

$ ( 241,492 )

* Previously reported amount was reclassified to financing activities based on current year’s presentation.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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.

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

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.

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.

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.

in a normal recurring nature, as necessary for the fair statement of the Company’s financial position as of June 30, 2025, and results

of operations and cash flows for the six months ended June 30, 2025 and 2024.

The unaudited interim condensed consolidated balance sheet

as of June 30, 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

16 unchanged sentences

for measuring fair value and expands disclosures about fair value measurements.

It requires that an entity measure its financial instruments

It requires that an entity measures its financial instruments

to base fair value on exit price, maximize the use of observable units and minimize the use of unobservable inputs to determine the exit

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Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants

would use in pricing the asset or liability developed based on the best information available in the circumstances.

would use in pricing the asset or liability developed based on the best information available in circumstances.

The hierarchy prioritizes

33 unchanged sentences

Concentration of Clients

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

As of June 30, 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,

Provision credit loss balances were $ 11,993 and $ 11,993 as of June 30, 2025

and December 31, 2024, respectively.

For the three months ended March 31, 2024, the

Company’s revenue was generated from one customer.

For the six months ended June 30, 2024, the Company’s

revenue was generated by one major customer, accounting for 98.0 % of the Company’s total revenues.

Cash and Cash Equivalents

1 unchanged sentence

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

As of June 30, 2025 and December 31, 2024, the Company’s

cash and cash equivalents amounted to $ 388,251 and $ 248,382 , respectively.

5 unchanged sentences

in a reserve bank account in Taiwan.

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

As of June 30, 2025 and December 31, 2024, the Company’s restricted cash amounted $ 688,075

(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.

Accounts receivables are recorded and carried

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

The Company makes estimates of expected credit

7 unchanged sentences

Allowance for expected credit losses accounts

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

were $ 616,567 and $ 616,414 as of June 30, 2025 and December 31, 2024, respectively.

Revenue Recognition

45 unchanged sentences

The Company reviews the estimated

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

a prospective basis.

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

of future revenue recognition.

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.

(i) Non-refundable upfront payments

If a license to the Company’s intellectual

If a license for the Company’s intellectual

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

4 unchanged sentences

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

compensation of past research efforts and contributions made by the Company before the collaborative agreements entered and it does not

relate to any future obligations and commitments made between the Company and the collaboration partners in the collaborative agreements.

(ii) Milestone payments

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Under the collaborative agreement with the collaboration

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

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

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

5 unchanged sentences

in accordance with the contract terms.

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

The Company typically has only one performance obligation at the beginning 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.

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

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

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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.

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”.

director, officer, and employee stock-based compensation expenses were $ 262,500 and $ 187,001 for the three months ended June 30, 2025

and 2024, respectively, and were $ 262,500 and $ 2,122,756 for the six months ended June 30, 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 $ 1,309,113 and $ 95,874 for the three months ended June 30, 2025 and 2024, respectively, and $ 1,357,886

and $ 191,750 for the six months ended June 30, 2025 and 2024, respectively.

Commitments and Contingencies

3 unchanged sentences

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

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

of the loss can be reasonably estimated.

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profit information for each of our only reportable segment:

For The Three-Month

Periods Ended

Cost of Revenue

Segment Gross Profit (Loss)

Three Months Ended

Six Months Ended

Cost of revenues

Segment Gross (loss) profit

Depreciation Expense

1 unchanged sentence

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)

Three Months Ended

Six Months Ended

Segment Gross (loss) profit

Selling, general and administrative expenses

6 unchanged sentences

Loss on investment in equity securities

Other income, net

Loss before provision for income tax

Other income (expenses), net

Loss before provision income tax

$ ( 2,309,206 )

$ ( 1,158,306 )

$ ( 3,253,396 )

$ ( 4,085,973 )

Recent Accounting Pronouncements

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The ASU is effective

on a prospective or retrospective basis for annual reporting period beginning after December 15, 2026, and interim reporting period beginning

after December 15, 2027.

on a prospective or retrospective basis for the annual reporting period beginning after December 15, 2026, and interim reporting period

beginning after December 15, 2027.

Early adoption is permitted.

This ASU will likely result in the required additional disclosures being included

in our consolidated financial statements once adopted.

This ASU will likely result in the required additional disclosures being

included in our consolidated financial statements once adopted.

COLLABORATIVE AGREEMENTS

Collaborative agreements with BHK, a related

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.

February 24, 2015, BioLite Taiwan and BioHopeKing Corporation (the “BHK”)

entered into a co-development agreement, (the “BHK Co-Development Agreement”), pursuant to which it is collaborative with

BHK to develop and commercialize BLI-1401-2 (Botanical Drug) Triple Negative Breast Cancer (TNBC) Combination Therapy (BLI-1401-2 Products)

in Asian countries excluding Japan for all related intellectual property rights, and has developed it for medicinal use in collaboration

with outside researchers.

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

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

The BHK Co-Development Agreement will

remain in effect for fifteen years from the date of first commercial sale of the Product in in Asia excluding Japan.

On July 27, 2016, BioLite Taiwan and BHK agreed

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

Upon the signing of the BHK Co-Development Agreement:

Upon signing of the BHK Co-Development Agreement:

$1 million, or 10% of total payment

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$4 million, or 40% of total payment

In December 2015, BHK has paid a non-refundable

In December 2015, BHK paid a non-refundable

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

The Company concluded that

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

recognized this cash receipt as collaboration revenue when all research, technical, and development data was delivered to BHK in 2015.

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

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

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.

As of the date of this report, the Company has not completed the first phase II clinical

The Company concluded

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

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

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

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

collaborative agreement.

In August 2016, the Company received the second milestone payment of NTD 31,649,000 , approximately

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

As of the date of this report,

the Company has not completed the first phase II clinical trial.

In addition to the milestone payments, BioLite

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

As of March 31, 2025, the Company

As of June 30, 2025, the Company

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

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

into another two collaborative agreements (the “BHK Collaborative Agreements”), pursuant to which it is collaborative with

BHK to co-develop and commercialize BLI-1005 for “Targeting Major Depressive Disorder” (BLI-1005 Products) and BLI-1006 for

“Targeting Inflammatory Bowel Disease” (BLI-1006 Products) in Asia excluding Japan for all related intellectual property rights,

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

The development costs shall be shared 50/50 between

BHK and the Company.

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

the Product in in Asia excluding Japan.

In 2015, the Company recognized the cash receipt

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

data was delivered to BHK.

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

have value to the customer on a standalone basis and recognized this payment as collaboration revenue when all research, technical, data

and development data was delivered to BHK.

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

BioLite Taiwan before this BHK Collaborative Agreements was signed and it does not relate to any future commitments made by BioLite Taiwan

and BHK in this BHK Collaborative Agreements.

In addition to the total of 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.

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

December 9, 2015, BioLite Taiwan entered into another two collaborative agreements (the “BHK Collaborative Agreements”),

pursuant to which it is collaborative with BHK to co-develop and commercialize BLI-1005 for “Targeting Major Depressive Disorder”

(BLI-1005 Products) and BLI-1006 for “Targeting Inflammatory Bowel Disease” (BLI-1006 Products) in Asia excluding Japan for

all related intellectual property rights, and has developed it for medicinal use in collaboration with outside researchers.

The development

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

The BHK Co-Development Agreement will remain in effect for fifteen years from

the date of first commercial sale of the Product in in Asia excluding Japan.

In 2015, the Company recognized the cash

receipt in a total of NTD 50 million, approximately equivalent to $ 1.6 million, as collaboration revenue when all research,

technical, and development data was delivered to BHK.

The Company concluded that the deliverables are considered separate units of

accounting as the delivered items have value to the customer on a standalone basis and recognized this payment as collaboration

revenue when all research, technical, data and development data were delivered to BHK.

The cash receipt is for the compensation of

past research efforts and contributions made by BioLite Taiwan before this BHK Collaborative Agreements was signed and it does not

relate to any future commitments made by BioLite Taiwan and BHK in this BHK Collaborative Agreements.

In addition to the total of NTD 50 million,

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

As of June 30, 2025, the Company has not earned royalty under the BHK Collaborative Agreements.

Co-Development agreement with Rgene Corporation,

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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

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

During 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 NTD 50 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 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.

The Company and Rgene signed an amendment to the

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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 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 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

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

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.

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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ABV-2002 also contains an abundant

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

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

Early testing by BioFirst indicates that ABV-2002

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BioFirst is targeting to complete the construction

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

As of June 30, 2025, the Company has not earned

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

13 unchanged sentences

Additionally, each of the Company and BioFirst are eligible to receive royalties of 5 % of net sales.

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

of June 30, 2025, the Company received 5 million FEYE shares but did not recognize such licensing revenue since the fair value of FEYE

stock is uncertain.

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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.

There was no cash receipt in the six months periods ended June 30, 2025 and

2024, respectively.

Collaborative agreement with OncoX BiopPharma,

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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,

There was no cash receipt in the three months periods ended June 30, 2025 and 2024,

respectively.

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value of Oncox stock is uncertain.

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

There was no cash receipt in the six months periods ended June 30, 2025 and 2024, respectively.

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

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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.

There was no cash receipt in the six months periods ended June 30, 2025 and 2024, respectively.

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

13 unchanged sentences

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

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

There was no cash receipt in the six months periods ended June 30,

2025 and 2024, respectively.

6 unchanged sentences

and a GMP manufacturing facility in Fremont, CA.

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

Property and equipment as of June 30, 2025 and December 31, 2024 are summarized as follows:

Buildings and leasehold improvements

6 unchanged sentences

Depreciation expenses were $ 6,697 and $ 13,305

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 the three months ended June 30, 2025 and 2024, respectively, and were $ 13,718 and $ 14,591 for the six months ended June 30, 2025 and

2024, respectively.

As of June 30, 2025 and December 31, 2024, the land with book value amounted to approximately $ 378,975 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

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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.

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.

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

3 unchanged sentences

Ownership percentage

March 31, December 31, Accounting

June 30, December 31, Accounting

Name of investees 2025 2024 treatments

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OncoX BioPharma, Inc.

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

Corporation (“BioFirst”):

The Company holds an equity interest

3 unchanged sentences

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

As of March 31, 2025 and December

As of June 30, 2025 and December

31, 2024, the Company owns 18.68 % and 18.68 % common stock shares of BioFirst, respectively.

5 unchanged sentences

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”)

As of June 30, 2025 and December 31, 2024, the amount of prepayment for long-term investments in Biofirst is both $ 1,124,842 .

Corporation (“Rgene”)

As described in Note 4, the Company

12 unchanged sentences

37 % of outstanding shares of Rgene.

Disposition of long-term investment

During the three-month periods ended

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

(4) Disposition

of long-term investment

During the six-month periods ended

June 30, 2025 and 2024, there is no disposition of long-term investment.

Loss on investment in equity securities

2 unchanged sentences

Three Months Ended

Six Months Ended

Share of equity method investee losses

21 unchanged sentences

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.

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

See Note 4 for details of such transactions.

(e) OncoX BioPharma, Inc.

2 unchanged sentences

The Company granted OncoX certain

licensed products in exchange of OncoX’s ownership.

See Note 4 for detail of such transactions.

licensed products in exchange for OncoX’s ownership.

See Note 4 for details of such transactions.

CONVERTIBLE NOTES PAYABLE

39 unchanged sentences

The warrant exercise price was reset to $ 3.5 in

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

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.

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

of June 30, 2025, these Lind Warrants associated with the first Lind Note were fully exercised.

On November 17, 2023, the Company entered another

22 unchanged sentences

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

On January 17, 2024, the Company entered another

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

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

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

the 20 trading days prior to conversion.

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

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

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 .

The 2 nd Lind Note is fully converted as of June

On January 17, 2024, the Company entered

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

“3 rd Lind Note”) in the principal amount of $ 1,000,000 , for a purchase price of $ 833,333 , that is convertible

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

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

The 3 rd Lind Note shall be due and

payable on July 17, 2025 and bear no interest.

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

to maturity, and Lind shall have the right to convert up to one third of the principal amount when the Company prepays.

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 occurred during the year ended December 31, 2024.

On March 3, 2025 and April 1, 2025, May 14, 2025,

and June 5, 2025, Lind converted $ 800,000 ($ 200,000 in each conversion) principal balance on 3 rd Lind Note into 800,000 shares

of the Company’s common stocks, leaving outstanding principal of $ 200,000 as of June 30, 2025.

On July 9, 2025, Lind converted the

remaining $ 200,000 outstanding 3 rd Lind Note to the Company’s common stocks.

In connection with above three Lind Note offerings,

2 unchanged sentences

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

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.

On May 22, 2024, November 19, 2024, January 9,

2025, and July 1, 2025, Lind exercised 1,000,000 , 500,000, 1,029,167 , and 500,000 of the existing warrants to purchase shares of Common

Stock at a reduced exercise price of $ 0.75 , $ 0.42 , $ 0.40 , and $ 0.40 per share, respectively.

Refer to the details in Note 12, Equity.

Total interest expenses in connection with the

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

above three Lind Notes were $ 117,290 and $ 186,443 for the three months ended June 30, 2025 and 2024, respectively, and were $ 326,662 and

$ 359,537 for the six months ended June 30, 2025 and 2024, respectively.

Other Convertible Notes Payable

4 unchanged sentences

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

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 maturity.

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

On April 5, 2025, AiBtl issued a convertible note

payable with a principal amount of $ 9,010 to an individual investor, for total consideration of $ 9,010 .

The note has a 1 -year term and

an implied annual discount rate of 6.89 %.

with a 0 % stated interest rate and is convertible by the holders into AiBtl’s common stock

at $ 5 per share at any time before maturity.

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

The convertible notes payable is accounted for

6 unchanged sentences

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 debt discount is being amortized over the

1 -year term using the effective interest method.

During the three and six months ended June 30, 2025, the Company recognized $ 1,000 and

$ 1,984 , respectively, in interest expense related to the amortization of the debt discount.

The carrying amounts of the liability component

10 unchanged sentences

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 200,000 13,578 186,422 240,000

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Other Note AiBtl November 1, 2024 November 1, 2025 30,000 0 % 6.89 % $ 5.00 AiBtl 30,000 619 29,381 30,000

Other Note AiBtl April 6, 2025 April 5, 2026 9,010 0 % 0 % $ 5.00 AiBtl 9,010 - 9,010 9,010

$ 1,069,010 $ 269,010 $ 14,815 $ 254,195 $ 309,010

22 unchanged sentences

SHORT-TERM LOANS

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

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

Cathay United Bank

4 unchanged sentences

million, equivalent to $ 228,750 .

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

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

The loan balance bears interest at

2 unchanged sentences

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

As of June 30, 2025 and December

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

1 unchanged sentence

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 .

During the three and six months ended June 30, 2025,

the Company made payments of the loan in total of NTD 937,500 ($ 29,438 ) and NTD 1,875,000 ($ 58,875 ), respectively.

Interest expenses were $ 1,293 and $ 1,752 for the

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

three months ended June 30, 2025 and 2024, respectively, and were $ 2,762 and $ 3,488 for the six months ended June 30, 2025 and 2024, respectively.

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

11 unchanged sentences

Interest expenses were $ 3,981 and $ 3,882 for the

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

three months ended June 30, 2025 and 2024, respectively, and were $ 7,742 and $ 7,846 for the six months ended June 30, 2025 and 2024, respectively.

Other individual – Third party

1 unchanged sentence

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 ,

The note bears an 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

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

the same terms.

Interest expenses were $ 898 and $ 996 for the three

months ended March 31, 2025 and 2024, respectively.

months ended June 30, 2025 and 2024, respectively, and were $ 1,785 and $ 996 for the six months ended June 30, 2025 and 2024, respectively.

RELATED PARTIES TRANSACTIONS

14 unchanged sentences

The Jiangs Mr.

Tsung-Shann Jiang, the controlling beneficiary

shareholder of the Company and 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

Shu-Ling Jiang, Mr.

Tsung-Shann Jiang’s

wife, is the Chairman of Keypoint;

and a member of board of directors of BioLite Inc.

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

Shu-Ling Jiang, is the Chairman of Keypoint;

and a member of board of directors of the Company and BioLite Inc, and a member of board of directors of BioFirst

Eugene Jiang is Mr.

Eugene Jiang is the chairman, and majority shareholder of the Company and a member of board of directors of BioLite Inc.

Eugene Jiang is a member of board of directors of BioFirst.

Chang-Jen Jiang is Mr.

Tsung-Shann Jiang’s

sibling and the director of the Company.

sibling and the director of the Company, and a member of board of directors of BioFirst.

Mei-Ling Jiang is Ms.

6 unchanged sentences

Lion Arts Promotion, Inc.

Entity controlled by the Jiangs.

(“Lion Arts”) Entity controlled by the Jiangs.

Revenues – related parties

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.

There was no cash receipt for the six months ended

June 30, 2025 from related parties on the licensing agreements or other services.

Therefore, no related party revenue was recognized during

these periods.

During the three and six months ended June 30,

2024, the Company received $ 116,000 pursuant to the licensing agreement and related amendment with FEYE, and recognized $ 116,000 revenue

in the periods ended June 30, 2024.

Please refer to Note 4, Collaborative Agreements for details.

Three Months Ended

Six Months Ended

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

Accounts receivable due from related parties consisted

of the following as of the periods indicated:

As of December 31, 2024, management considered

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

In March 2024, BioLite engaged Lion Arts to provide

operation, business development, human resources, and capital finance consulting services in Taiwan.

The agreement is for 12 months expiring

in February 2025, and is renewed for another 12 months expiring in February 2026.

The service fee is NTD 5,520,000 (approximately $ 173,328 )

for each of the contracts expiring 2025 and 2026.

In May 2025, BioLite entered another consulting

agreement with Lion Arts for international business development for service fee of NTD 2,000,000 (approximately $ 62,800 ).

This agreement

is for 12 months expiring in April 2026, and is optional for renewal upon mutual agreement.

The Company incurred $ 57,441 and $ 57,682 for

the three months ended June 30, 2025 and 2024, respectively, and $ 126,019 and $ 75,862 for the six months ended June 30, 2025 and 2024,

respectively.

Due from related parties

2 unchanged sentences

Due from related party- Current

June 30, December 31,

Rgene (1) $ 2,115 $ 565,711

BioFirst (2) 1,420,290 589,340

Total $ 1,422,405 $ 1,155,051

Due from related parties- Non-current, net

9 unchanged sentences

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 ;

As of June 30, 2025 and December 31, 2024, the outstanding loan balance were $ 0 and $ 500,000 ;

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

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;

As of June 30, 2025 and December 31, 2024, the Company has other receivables amounted to $ 2,115 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.

During the six

months ended June 30, 2025, the Company loaned BioFirst NTD 25,740,114 ($ 806,920 ) and received repayment of NTD 4,430,000 ($ 138,875 ).

All loans are bore with 12 % interest.

As of June 30, 2025 and December 31, 2024, the outstanding loan balance were NTD 38,741,504 ($ 1,321,085 )

and NTD 17,571,076 (approximately $ 535,918 ), respectively;

accrued interests were $ 98,089 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.

The balance of $ 1,116

is due with daily operations.

(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.

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 .

For accounting purpose, the due

from and due to related party balances was being net off.

As of June 30, 2025 and December 31, 2024, the outstanding loan balances and

allocated research fees 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.

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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).

As of June 30, 2025 and December 31, 2024, due from BHK were 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.

No recovery was made during six months ended June 30, 2025.

The Company’s due from related parties are

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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.

As of June 30, 2025, the Company’s

comprehensive review of these due from related party balances indicates that there are no expected losses except those being recognized

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

Due to related parties

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

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

As of June 30, 2025 and December 31, 2024, the outstanding balance due to the Jiangs amounted to $ 83,011 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.

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

The advances bear an interest rate around 12 % per annum.

As of June 30, 2025 and December 31, 2024, the outstanding principal and accrued interest was $ 158,906 and $ 142,130 , respectively.

Interest expenses in connection with these loans were $ 4,995 and $ 4,019 for the three months ended June 30, 2025 and 2024, respectively, and were $ 9,989 and $ 9,957 for the six months ended June 30, 2025 and 2024, respectively.

(4) Accrued consulting services fee as of June 30, 2025 and December 31, 2024, respectively.

(5) As of June 30, 2025 and December 31, 2024, due to Directors amounted to $ 12,952 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 and

six months ended June 30, 2025 were $ 23,627 and $ 23,627 , respectively, and were $( 110,894 ) and $( 110,894 ) for the three and six months

ended June 30, 2024, respectively.

Deferred tax assets (liability) as of

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

June 30, 2025 and December 31, 2024 consist approximately of:

Loss on impairment of assets

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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

For the three and six months ended

June 30, 2024, stock subscription receivable recognized as stock-based compensation in equity was $ 225,740 and $ 451,480 , respectively.

After further review and investigation, the above

services were completely provided by December 31, 2022.

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period when services are received.

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

ended March 31, 2024.

Therefore, the Company reversed share-based compensation expenses of $ 225,740 and $ 451,480 for the

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

On August 14, 2023, the Company entered into a

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The Company also

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

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

Please refer Note 2 for the restatement

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Shuling is a director

of the Company, is married to TS Jiang, the Company’s Chief Strategic Officer and owns approximately 15.4 % of the Company’s

issued and outstanding shares of common stock.

In consideration for the Land, the Company was to pay Shuling (i) 703,496 restricted shares

of the Company’s common stock (the “Shares”) at a price of $ 3.50 per share and (ii) five-year warrants to purchase up

to 1,000,000 shares of the Company’s common stock, with an exercise price of $ 2.00 per share.

Under the Agreement, Shuling was to

also transfer outstanding liability owed on the Land (approximately $ 500,000 ) to the Company.

On May 16, 2024, the Company’s board

of directors determined that it was in the best interest of the Company and its shareholders to terminate the Agreement and not proceed

with the transfer of land ownership;

the Company may reconsider the transaction at a later date.

The shares were returned and booked as

treasury stock, and the warrants were not issued.

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 .

of the Company, and owns approximately 15.4 % of the Company’s issued and outstanding shares of common stock as of February 6, 2024.

In consideration for the Land, the Company was to pay Shuling (i) 703,496 restricted shares of the Company’s common stock (the “Shares”)

at a price of $ 3.50 per share and (ii) five-year warrants to purchase up to 1,000,000 shares of the Company’s common stock, with

an exercise price of $ 2.00 per share.

Under the Agreement, Shuling was to also transfer outstanding liability owed on the Land (approximately

$ 500,000 ) to the Company.

On May 16, 2024, the Company’s board of directors determined that it was in the best interest of the Company

and its shareholders to terminate the Agreement and not proceed with the transfer of land ownership.

The shares were returned and booked

as treasury stock, and the warrants were not issued.

On June 3, 2025, the Company’s annual general

shareholder meeting approved the proposal that the issuance of common stock to purchase the above Land from Shuling may be equal or in

excess of 20 % of the common stock outstanding immediately prior to the issuance of such shares.

On July 15, 2025, the Company closed the

purchase of Land from Shuling.

Please refer to Note 17 Subsequent Event for more details.

The Company has entered several agreements with

its landlord in California, which both parties agreed that the Company issues its common stocks in lieu of cash for certain months of

For the three and six months ended June 30, 2025, the Company issued 179,806 and 260,460 shares of common stock, respectively, for

the rent amounts of $ 133,184 and $ 181,956 , respectively.

Since the share payment agreement was first entered in July 2024, there was no

share payments for the rent in the six months ended June 30, 2024.

Stock to be issued

In 2024, the Company received $ 31,040 from an

investor to subscribe 41,387 shares of the Company’s common stock.

These stocks are not issued as of June 30, 2025 due to certain

transfer process is uncompleted.

During the six months ended June 30, 2025, the

Company conducted several private offerings of its common stock to several individual investors, and issued 2,566,557 unregistered shares

at $ 0.60 to $ 1.30 per share, raising a total of $ 1,868,750 .

Among these offerings, 130,771 shares are yet to be issued as of June 30,

2025 but issued on July 11, 2025, accounted for $ 170,000 fund raised.

In April 2025, the Company issued 518,471 shares

of common stock to various business consultants for financial and business advisory services, for the consideration of $ 454,370 .

and June 2025, the Company incurred $ 721,559 consulting service charges to be paid with 792,362 shares of the Company’s common stock.

As of June 30, 2025, above 792,362 shares are not yet issued.

During the six months ended June 30, 2025, the Company compensated

an employee with 250,000 shares of the Company’s common stocks amounting to $ 262,500 for her additional services.

159,723 shares

amounted to $ 167,709 was not issued as of June 30, 2025, and 59,723 shares were issued in July 2025.

Noncontrolling Interests

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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.

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.

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.

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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.

During the three and six months ended June 30,

2024, the Company has made repayment of Lind Note with the Company’s common stock for 153,508 and 905,305 shares, respectively,

totaling $ 130,175 and $ 811,175 , respectively.

As of December 31, 2024, the first Lind Note was fully repaid.

On November 17, 2023, in connection with the issuance

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Concurrently, the exercise price of all Pre-Existing

Warrants was reduced to $ 0.75 per share 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”).

Warrants has been reduced to $ 0.75 per share 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.

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.

2 unchanged sentences

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

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

The Company made an additional

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

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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 March 3, 2025 and April 1, 2025, May 14, 2025,

and June 5, 2025, Lind converted $ 800,000 ($ 200,000 in each conversion) principal balance on 3 rd Lind Note into 800,000 shares

of the Company’s common stocks, leaving outstanding principal of $ 200,000 as of June 30, 2025.

On July 9, 2025, Lind converted the remaining

$ 200,000 outstanding 3 rd Lind Note to the Company’s common stocks.

On January 5, 2025, the Company and Lind entered

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

On July 1, 2025, Lind

exercised 500,000 warrants and left 500,000 warrants as of the date of this report.

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:

with above Lind convertible notes as of June 30, 2025, and their activities during the six-month period ended are as follows:

Shares Weighted-

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Exercised ( 1,029,167 ) $ 0.40 -

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.

Outstanding as of June 30, 2025 1,000,000 $ 0.40 3.89 $ 1,825,000

* On 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

The Company has not granted any options during

three months ended March 31, 2025 and 2024.

the six months ended June 30, 2025 and 2024.

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

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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,

As of June 30, 2025 and December 31, 2024, there were no unvested options.

Options issued and outstanding as of June 30,

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

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

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

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

Outstanding as of June 30, 2025 258,710 27.9 6.25 $ -

Exercisable as of June 30, 2025 258,710 27.9 6.25 $ -

Vested and expected to vest 258,710 $ 27.9 6.25 $ -

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Diluted loss per share is computed by dividing net loss

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

2025 and 2024.

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

June 30, 2025 and 2024.

Three Months Ended

Six Months Ended

Net loss attributable to ABVC’s common stockholders

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$ ( 942,336 )

$ ( 3,099,097 )

$ ( 3,776,535 )

Weighted-average shares outstanding – Basic & Diluted

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in the transition to the new standard and allowed under ASC 842:

Reassessment of expired or existing contracts:

The Company elected not to reassess, at the application date, whether any expired or existing contracts contained leases, the lease classification for any expired or existing leases, and the accounting for initial direct costs for any existing leases.

Use of hindsight:

The Company elected to use hindsight in determining the lease term (that is, when considering options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of right-to-use assets.

Reassessment of existing or expired land easements:

The Company elected not to evaluate existing or expired land easements that were not previously accounted for as leases under ASC 840, as allowed under the transition practical expedient.

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

Separation of lease and non- lease components:

● Reassessment

of expired or existing contracts:

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

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

of hindsight:

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

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

● Reassessment

of existing or expired land easements:

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

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

Going forward, new or modified land easements

will be evaluated under ASU No.

of lease and non-lease components:

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

Short-term lease recognition exemption:

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

The new leasing standard requires recognition

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

ROU assets represent the

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

lease payments arising from the leases.

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

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

The Company’s future minimum based payments used

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

As most of Company’s leases do not

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

date in determining the present value of lease payments.

lease recognition exemption:

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

lease liabilities for leases with a term of 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 payments.

The Company recognized lease liabilities, with

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Three Months Ended

Six Months Ended

Operating lease expenses

Other information related to leases is presented

Three Months Ended

Six Months Ended

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

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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

In the opinion of management, there were no pending or threatened claims and litigation as of June 30, 2025 and up through the date of

the consolidated financial statements was available to the issued.

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.

On July 15, 2025, the Company entered into a definitive agreement with

Shuling Jiang (“Shuling”), pursuant to which Shuling shall transfer the ownership of certain land she owns, with estimated

fair value of $ 3,857,975 , located at Taoyuan City, Taiwan (the “Land”) to the Company (the “Agreement”).

is a director of the Company, and owns approximately 10.31 % of the Company’s issued and outstanding shares of common stock as of

June 3, 2025.

In consideration for the Land, the Company was to pay Shuling (i) 2,035,136 restricted shares of the Company’s common

stock (the “Shares”) at a price of $ 1.65 per share as approved in the June 3, 2025 annual shareholder meeting and (ii) five-year

warrants to purchase up to 1,000,000 shares of the Company’s common stock, with an exercise price of $ 2.50 per share.

Agreement, Shuling was to also transfer outstanding liability owed on the Land (approximately $ 500,000 ) to the Company.

The transaction

is closed on the same date and restricted shares are issued on July 16, 2025.

In connection with the Land transaction, on July 15, 2025, the Company

entered into a one-year consulting agreement with Shuling, pursuant to which Shuling shall provide advisory and development support services

related to the Land.

Such services include but not limited to site supervision and care, liaison with local authorities regarding land

zoning and permits, acting as the Company’s agent to the Land, and other Land development related matters.

The Company shall issue

1,000,000 restricted shares of the Company’s common stock, subject to a 5 -year vesting schedule of 200,000 shares per year.

On July 1, 2025, the Company received $ 30,000

from 3 investors for purchasing 23,079 shares of restricted common stock at $ 1.30 per share.

These shares were issued on July 11, 2025.

On July 1, 2025, Lind exercised 500,000 warrants

and left 500,000 warrants as of the date of this report.

Further, on July 9, 2025, Lind converted the remaining $ 200,000 outstanding 3 rd

Lind Note to the Company’s common stocks.

All Lind Notes are fully repaid as of the date of this report.

On July 10, 2025, the Company issued 14,847 shares

to settle July rent balance of $ 33,480

In July 2025, the Company received $ 83,567 in

cash for 216,251 common stock warrant exercise from the placement agents of LIND notes.

These warrants were issued in 2023 and 2024 along

with the Lind Note financing.

In July and August 2025, the Company received

$ 100,000 and $ 350,000 cash payments on licensing agreements from ForSeeCon and OncoX, respectively.

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