What changed in this filing

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Item 1. Financial Statements

2025-11-03 compared with 2025-08-13 · 594 added, 556 removed, 1441 unchanged (44% of the section changed)

25 unchanged sentences

Convertible notes payable – third parties, net

Convertible notes payable – related party

Total Current Liabilities

4 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, 19,533,416 and 13,868,484 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Common stock, $ 0.001 par value, 100,000,000 authorized, 24,190,340 and 13,868,484 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Stock to be issued

17 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Cost of revenues

Gross (loss) profit

Operating expenses

14 unchanged sentences

Other income (expenses)

Total other expenses

Total other income (expenses)

Loss before provision income tax

2 unchanged sentences

( 4,573,049 )

( 4,085,973 )

Provision for income tax expense

2 unchanged sentences

( 4,462,510 )

( 3,975,079 )

Net loss attributable to noncontrolling interests

19 unchanged sentences

OF CASH FLOWS

Six Months Ended

Nine Months Ended

Cash flows from operating activities

17 unchanged sentences

Cash flows from investing activities

Loan to related parties

Repayment from related parties

Loan to affiliates

( 2,079,352 )

Prepayment from related parties

Transaction costs for land acquisition

Net cash used in investing activities

( 1,939,136 )

Cash flows from financing activities

Proceeds from short-term loans

Repayment of short-term loans

Proceeds from private placements

Proceeds from issuance of warrants

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

Repayment of convertible notes payable

Proceeds from convertible notes payable - related party

Proceeds from short-term loans

Repayment of short-term loans

Due to related parties, net

7 unchanged sentences

Income taxes paid

Non-cash financing and investing activities

Acquiring control of the land

Issuance of common stock for conversion of debt

Non-cash investing and financing activities

Issuance of common stock for conversion (repayment) of debt

Issuance of subsidiary’s commons stock to acquire the control of the land

Conversion of convertible note due from related parties to equity investment

Issuance of common stock in the land acquisition

Assuming loan in the land acquisition

The accompanying notes are an integral part

4 unchanged sentences

OF STOCKHOLDERS’ EQUITY (DEFICIT)

Comprehensive

Noncontrolling

Treasury Stock

Stockholders’

Balance at December

31, 2023 (Restated)

Comprehensive

Balance at December 31, 2023 (Restated)

$ ( 64,046,929 )

1 unchanged sentence

$ ( 300,637 )

Issuance of common shares

Issuance of common shares for Lind CN

Issuance of subsidiaries’ common shares for consulting service

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

for employees

Issuance of common shares for acquiring of Property

Stock based compensation for employees

Share based payment

Decrease in ownership of

subsidiary due to share issuance

Issuance of common shares for exercise of warrants

Decrease in ownership of subsidiary due to share issuance

Stock Subscription received

3 unchanged sentences

Cumulative transaction adjustments

Balance at June 30, 2024

Balance at September 30, 2024 (Restated)

$ ( 68,218,233 )

1 unchanged sentence

$ ( 305,087 )

Balance at March 31, 2024

Balance at June 30, 2024 (Restated)

$ ( 67,823,464 )

1 unchanged sentence

$ ( 246,157 )

Issuance of common shares

for repayment of convertible notes

Issuance of common shares for exercise of warrants

Stock-based compensation

Issuance of common shares for repayment of convertible notes

Share based payment

Stock Subscription received

Net loss for the period

( 1,047,412 )

Cumulative transaction adjustments

Balance at June 30, 2024 (Restated)

Balance at September 30, 2024 (Restated)

$ ( 68,218,233 )

1 unchanged sentence

$ ( 305,087 )

Comprehensive

Noncontrolling

Treasury Stock

Stockholders’

Balance at December 31, 2024

Comprehensive

Balance at December 31,2024 (Restated)

$ ( 68,949,807 )

1 unchanged sentence

$ ( 502,181 )

Issuance of common shares for Lind

Issuance of common shares for Lind CN Repayment

Issuance of common shares for exercise of warrants

Issuance of common shares in private

Issuance of common shares in private offerings

Stock-based compensation

Acquisition of control of acquired

Acquisition of control of acquired land

Acquisition of land in Taiwan

( 4,345,610 )

( 4,564,546 )

transaction adjustments

June 30, 2025

Cumulative transaction adjustments

Balance at September 30, 2025

$ ( 73,295,417 )

$ ( 8,909,691 )

Balance at March 31, 2025

Balance at June 30, 2025

$ ( 72,048,904 )

$ ( 8,909,691 )

Issuance of common shares for Lind

Issuance of common shares in private

Issuance of common shares for Lind CN Repayment

Issuance of common shares for exercise of warrants

Issuance of common shares in private offerings

Stock-based compensation

Acquisition of control of acquired land

( 1,246,513 )

( 1,287,523 )

transaction adjustments

June 30, 2025

Cumulative transaction adjustments

Balance at September 30, 2025

$ ( 73,295,417 )

$ ( 8,909,691 )

The accompanying notes

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

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

ABVC BIOPHARMA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

ORGANIZATION AND DESCRIPTION OF BUSINESS

25 unchanged sentences

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

Yunzhiyi, a Taiwanese corporation, was incorporated

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

This entity is set up for

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

Yun Zhi Yi Co.

(“Yun Zhi Yi”), a Taiwanese entity

in which BioLite holds a 90 % stake and Shuling Jiang, a director and beneficial owner of more than 10 % of the ABVC’s outstanding

common stock (“Shuling”, or “Ms.

Jiang”), holds the remaining 10 % stake.

This entity is set up for holding the

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

Incorporated in California on November 20, 2000,

25 unchanged sentences

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.

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

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 flow.

For the nine months ended September

30, 2025, the Company reported net loss of $ 4,564,546 .

As of September 30, 2025, the Company’s working capital deficit was $ 2,434,951 .

addition, the Company had net cash outflows of $ 1,567,264 from operating activities for the nine months ended September 30, 2025.

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

To sustain its ability to support the Company’s

11 unchanged sentences

ability 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.

The interim condensed consolidated financial statements as of September 30, 2025,

and for the three and nine months ended September 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 and six months ended June 30, 2024.

as of and for the three and nine months ended September 30, 2024.

As disclosed in Note 5, the Company entered into

49 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 June 30,

Impact of the Restatement to the September

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 six months ended June 30, 2024 is presented below.

June 30, 2024

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

September 30, 2024

Unaudited Condensed

6 unchanged sentences

( 6,685,140 )

Short-term loan

Accrued expenses and other current liabilities

10 unchanged sentences

$ ( 6,685,140 )

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Unaudited Condensed

4 unchanged sentences

Net loss attributable to noncontrolling interests

( 1,272,689 )

( 1,047,412 )

Basic and diluted net loss per common share

Six Months Ended June 30, 2024

Unaudited Condensed

Consolidated Statements of Operations

Nine Months Ended September 30, 2024

Unaudited Condensed Consolidated

Statements of Operations

Selling, general and administrative expenses

1 unchanged sentence

Interest expenses

( 1,164,248 )

Net loss attributable to noncontrolling interests

2 unchanged sentences

Basic and diluted net loss per common share

Six Months Ended June 30, 2024

Unaudited Condensed

Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2024

Unaudited Condensed Consolidated

Statements of

$ ( 5,387,980 )

31 unchanged sentences

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 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.

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

and results of operations and cash flows for the nine months ended September 30, 2025 and 2024.

The unaudited interim condensed consolidated

balance sheet as of September 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

62 unchanged sentences

Concentration of Clients

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 June 30, 2025

and December 31, 2024, respectively.

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.

As of September 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

September 30, 2025 and December 31, 2024, respectively.

For the nine months ended September 30, 2025,

the Company’s revenue was generated by two major customers, accounting for 75 % and 25 % of the Company’s total revenues.

For the nine months ended September 30, 2024,

the Company’s revenue was generated by two major customers, accounting for 58 % and 39 % 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 June 30, 2025 and December 31, 2024, the Company’s

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

cash and cash equivalents amounted to $ 192,068 and $ 248,382 , respectively.

3 unchanged sentences

Restricted Cash

Restricted cash primarily consist of cash held

Restricted cash primarily consists of cash held

in a reserve bank account in Taiwan.

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

As of September 30, 2025 and December 31, 2024, the Company’s restricted cash amounted $ 661,843

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

11 unchanged sentences

Allowance for expected credit losses accounts

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

were $ 616,512 and $ 616,414 as of September 30, 2025 and December 31, 2024, respectively.

Revenue Recognition

96 unchanged sentences

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

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

provide the undelivered element(s).

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

can provide the undelivered element(s).

The Company recognizes arrangement consideration

74 unchanged sentences

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.

director, officer, and employee stock-based compensation expenses were $ 450,000 and $ 0 for the three months ended September 30, 2025 and

2024, respectively, and were $ 712,500 and $ 2,122,756 for the nine months ended September 30, 2025 and 2024, respectively.

The Company accounted for stock-based compensation

3 unchanged sentences

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.

stock-based compensation expenses were $ 686,217 and $ 95,875 for the three months ended September 30, 2025 and 2024, respectively, and

$ 2,044,103 and $ 287,625 for the nine months ended September 30, 2025 and 2024, respectively.

Commitments and Contingencies

29 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Cost of revenues

4 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Segment Gross (loss) profit

14 unchanged sentences

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No.

Improvements to Income Tax Disclosures (Topic 740).

The ASU requires disaggregated information about a reporting entity’s effective

tax rate reconciliation as well as additional information on income taxes paid.

The ASU is effective on a prospective basis for annual

periods beginning after December 15, 2024.

Early adoption is also permitted for annual financial statements that have not yet been issued

or made available for issuance.

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

financial statements once adopted.

In accordance with Staff Accounting Bulletin No.

74 (SAB 74), the Company evaluates the impact of newly issued accounting standards on its financial statements.

The following standards

have been issued but are not yet effective:

In November 2024, the FASB issued ASU No.

Expense Disaggregation Disclosures (Subtopic 220-40).

2024-03, Expense Disaggregation

Disclosures (Subtopic 220-40).

The ASU requires disclosure of specified information about certain costs and expenses.

This includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization.

The ASU is effective

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.

This includes purchases

of inventory, employee compensation, depreciation, and intangible asset amortization.

The ASU is effective 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.

The Company will continue to monitor other issued

but not yet effective standards and will update its disclosures as more information becomes available.

COLLABORATIVE AGREEMENTS

Collaborative agreements with BHK, a related

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

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

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

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

with outside researchers.

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

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

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

10 unchanged sentences

$4 million, or 40% of total payment

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

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 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.

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 June 30, 2025, the Company

As of September 30, 2025, the Company

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

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.

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 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 profit.

As of September

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

Co-Development agreement with Rgene Corporation,

13 unchanged sentences

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

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.

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 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

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

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

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

and Rgene’s ability to remain in business.

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

The Company and Rgene signed an amendment to the

35 unchanged sentences

See Note 6 for details.

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.

The Service Agreement shall remain in effect until

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

written notice.

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

Rgene has further agreed, effective July 1, 2022,

71 unchanged sentences

BioFirst is targeting to complete the construction

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.

As of September 30, 2025, the Company has not

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

Collaborative agreement with ForSeeCon Eye

12 unchanged sentences

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

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.

of September 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.

On June 18, 2024, the Company and BioFirst, each

2 unchanged sentences

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

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

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

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

2024, respectively.

During the three and nine months ended September 30, 2025, the Company received

in cash and recognized revenue of $ 200,000 and $ 200,000 , respectively.

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

Company received in cash and recognized revenue of $ 180,000 and $ 296,000 , respectively.

Collaborative agreement with OncoX BiopPharma,

12 unchanged sentences

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

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

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

since the fair value of Oncox stock is uncertain.

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

During the three and nine months ended September 30, 2025, the Company received in cash and recognized revenue of $ 595,950 and $ 595,950 ,

respectively.

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

and $ 200,000 , respectively.

pursuant to the agreement.

At the time of transferring the license, the Company also received 1.25 million

OncoX shares but did not recognize such licensing revenue since the fair value of Oncox stock is uncertain.

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

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value of Oncox stock is uncertain.

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

There was no cash receipt from this agreement in the nine months periods ended September 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 six months periods ended June 30, 2025 and 2024, respectively.

There was no cash receipt from this agreement in the nine months periods ended September

30, 2025 and 2024, respectively.

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

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

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

2025 and 2024, respectively.

There was no cash receipt from this agreement in the nine months periods

ended September 30, 2025 and 2024, respectively.

Above mentioned price of OncoX’s shares

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and Equipment

The Company has offices and labs located in Taiwan,

and a GMP manufacturing facility in Fremont, CA.

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

The Company has two pieces of land, offices and

labs located in Taiwan, and a GMP manufacturing facility in Fremont, CA.

Property and equipment as of September 30, 2025 and December

31, 2024 are summarized as follows:

September 30,

Buildings and leasehold improvements

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Property and equipment, net

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

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).

Depreciation expenses were $ 5,821 and $ 7,013 for the three months

ended September 30, 2025 and 2024, respectively, and were $ 19,539 and $ 21,605 for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025 and December 31, 2024, the land with book value amounted to approximately $ 4,222,502 and $ 338,966 (except for

the recently acquired land in Puli, Taiwan, amounted to $ 7,675,421 ), respectively, were pledged for obtaining bank loans (see Notes 9

for asset acquisition

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

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

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

areas of ABVC’s special interests, such as Ophthalmology, Oncology, and Central Nervous Systems.

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to finish before the end of 2025.

Acquisition of land in Taiwan

In March 2024, AiBtl issued 1,534,000

AiBtl’s common stocks to acquire farmland in Taiwan, which land will be used for developing health related businesses.

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.

Acquisition of land in Puli Township, 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.

However, upon the closing of the transaction,

both parties are aware of such Taiwan’s legal restrictions prohibiting foreign entities directly owning farmland.

In August 2024,

the Company incorporated a controlling subsidiary, Yunzhiyi, to be holding the title of the land upon government’s approval.

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

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

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

Based on the execution of the agreement, the Company recognized $ 7,670,000

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

To further secure the ownership of land, the board of AiBtl authorized

Jiang in June 2025 to temporarily hold the land title until the administrative procedures are finalized.

The title was transferred

Jiang later that month, and the Company recorded $ 5,421 in acquisition costs associated with the transaction.

As of the reporting

date, government review of the transfer of land title to Yun Zhi Yi is pending completion.

Acquisition of land in Taoyuan City, Taiwan

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

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”).

Shuling is a director of the Company, and

owns over 10 % of the Company’s issued and outstanding shares of common stock.

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.

Under the 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 the warrants and restricted shares

are issued on July 15, 2025 and July 16, 2025, respectively.

The Company recognized $ 3,857,975 as the cost of the land and $ 500,000 liability

(included in Due to Related Parties – See Note 10) on its balance sheet.

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.

16, 2025, the Company issued 200,000 shares at $ 1.65 per share to Shuling as prepayment for the first-year service.

For the three and

nine months ended September 30, 2025, the Company recognized $ 55,000 consulting expense, with $ 275,000 prepaid expense balance on the

balance sheet as of September 30, 2025.

LONG-TERM INVESTMENTS

1 unchanged sentence

Ownership percentage

June 30, December 31, Accounting

September 30, December 31, Accounting

Name of investees 2025 2024 treatments

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

September 30,

Non-marketable Cost Method Investments, net

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

As of June 30, 2025 and December

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

The Company made a prepayment for equity investment

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

investments as of December 31, 2022.

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

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

of BioFirst stock.

As of 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 of September 30, 2025 and

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

The Company made a prepayment for

equity investment in BioFirst to purchase additional shares to be issued by BioFirst in the aggregate amount of $ 2,688,578 , recorded as

prepayment for long-term investments as of December 31, 2022.

On July 19, 2023, the Company successfully completed the registration process

for this investment.

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

into 994,450 shares of BioFirst stock.

As of September 30, 2025 and December 31, 2024, the amount of prepayment for long-term investments

in Biofirst is both $ 1,124,842 .

(b) Rgene Corporation (“Rgene”)

As described in Note 4, the Company

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37 % of outstanding shares of Rgene.

(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.

(4) Disposition of long-term investment

During the nine-month periods ended

September 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

Nine Months Ended

Share of equity method investee losses

$ ( 150,029 )

$ ( 146,942 )

72 unchanged sentences

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

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

of September 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.

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.

The 2 nd Lind Note is fully converted as of September

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 occurred during the year ended December 31, 2024.

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

June 5, 2025, and July 9, 2025, Lind converted $ 1,000,000 ($ 200,000 in each conversion) principal balance on 3 rd Lind Note

into 1,000,000 shares of the Company’s common stocks.

The 3 rd Lind Note balance was fully converted as of September 30,

In connection with above three Lind Note offerings,

7 unchanged sentences

Total interest expenses in connection with the

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.

above three Lind Notes were $ 13,578 and $ 209,022 for the three months ended September 30, 2025 and 2024, respectively, and were $ 340,240

and $ 525,969 for the nine months ended September 30, 2025 and 2024, respectively.

Other Convertible Notes Payable

23 unchanged sentences

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.

During the three and nine months ended September 30, 2025, the Company recognized $ 1,018

and $ 3,002 , respectively, in interest expense related to the amortization of the debt discount.

Convertible Notes Payable – Related Party

On July 8, 2025, AiBtl issued a convertible note

payable with a principal amount of $ 150,000 to an employee of the Company, a related party, for total consideration of $ 150,000 .

has a 1 -year term with a 0 % interest rate and is convertible by the holders into AiBtl’s common stock at $ 10 per share at any time

before maturity.

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

The carrying amounts of the liability component

are summarized as follows:

September 30,

2025 Issuance

6 unchanged sentences

converted Principal

Sheet Date Unamortized

Date Unamortized

Discount Carrying

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

Other Note AiBtl November 1, 2024 November 1, 2025 30,000 0 % 6.89 % $ 5.00 AiBtl 30,000 109 29,891 30,000

1 unchanged sentence

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

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

Convertible notes – third parties $ 69,010 $ 69,010 $ 219 $ 68,791 $ 69,010

Convertible note – related party AiBtl July 8, 2025 July 7, 2026 $ 150,000 0 % 0 % $ 10.00 AiBtl $ 150,000 - $ 150,000 $ 150,000

2024 Issuance

6 unchanged sentences

converted Principal

Sheet Date Unamortized

Date Unamortized

Discount Carrying

7 unchanged sentences

consisted of the following as of the periods indicated:

September 30,

Accrued research and development expense

4 unchanged sentences

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

September 30,

Cathay United Bank

9 unchanged sentences

Company renews the agreement with the bank every year, and the next renewal date is September 6, 2026.

As of June 30, 2025 and December

As of September 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 and six months ended June 30, 2025,

During the three and nine months ended September 30,

2025, the Company made payments of the loan in total of NTD 937,500 ($ 30,094 ) and NTD 2,812,500 ($ 90,281 ), respectively.

Interest expenses were $ 1,141 and $ 1,755 for the

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.

three months ended September 30, 2025 and 2024, respectively, and were $ 3,903 and $ 5,275 for the nine months ended September 30, 2025

and 2024, respectively.

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

4 unchanged sentences

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

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

The Company renews the agreement with the bank every 6 months, and the next renewal date is January 10, 2026.

The loan balances

4 unchanged sentences

Interest expenses were $ 4,218 and $ 3,747 for the

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.

three months ended September 30, 2025 and 2024, respectively, and were $ 11,961 and $ 11,668 for the nine months ended September 30, 2025

and 2024, respectively.

Other individual – Third party

3 unchanged sentences

2025 , or upon the occurrence of an event of default.

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

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

the same terms.

Interest expenses were $ 907 and $ 908 for the three

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.

months ended September 30, 2025 and 2024, respectively, and were $ 2,693 and $ 1,904 for the nine months ended September 30, 2025 and 2024,

respectively.

RELATED PARTIES TRANSACTIONS

17 unchanged sentences

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

Shuling 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;

a director and beneficial owner of more than

10% of the ABVC’s outstanding common stock

Eugene Jiang is Mr.

2 unchanged sentences

Chang-Jen Jiang is Mr.

Tsung-Shann Jiang’s

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

Tsung-Shann Jiang’s sibling and the director of the Company, and a member of board of directors of BioFirst.

Mei-Ling Jiang is Ms.

Shu-Ling Jiang’s sibling.

Shuling Jiang’s sibling.

BioLite Japan Entity controlled by controlling beneficiary shareholder of ABVC

6 unchanged sentences

Revenues – related parties

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.

During the three and nine months ended September

30, 2025, the Company received $ 200,000 and $ 595,950 pursuant to the licensing agreement and related amendment with FEYE and OncoX, respectively,

and recognized a total of $ 795,950 revenue in the periods ended September 30, 2025.

During the three and nine months ended September 30,

2024, the Company received $ 180,000 and $ 296,000 , respectively, pursuant to the licensing agreement and related amendment with FEYE, and

recognized $ 180,000 and $ 296,000 of revenue in the periods ended September 30, 2024.

Please refer to Note 4, Collaborative Agreements

Three Months Ended

Six Months Ended

Nine Months Ended

Consulting fees – related parties

1 unchanged sentence

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 agreement is for 12 months initially

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

The service fee is NTD 5,520,000 (approximately

3 unchanged sentences

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.

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

The Company incurred consulting fees for both

agreements of $ 60,348 and $ 43,100 for the three months ended September 30, 2025 and 2024, respectively, and $ 189,176 and $ 100,567 for

the nine months ended September 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

September 30,

Due from related parties- non-current, net

September 30,

BioFirst (Australia) (4)

8 unchanged sentences

Please see detail discussion in Note 7.

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

As of September 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 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 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 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 .

As of September 30, 2025 and December 31, 2024, the Company has other receivables amounted to $ 2,421 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 nine months ended September 30, 2025, the Company loaned BioFirst NTD 64,777,314 ($ 2,079,352 )

and received repayment of NTD 4,536,970 ($ 145,637 ).

All loans carry 12 % interest.

As of September 30, 2025 and December 31, 2024, the

outstanding loan balance were NTD 77,778,704 ($ 2,551,141 ) and NTD 17,571,076 (approximately $ 535,918 ), respectively;

accrued interests

were $ 136,853 and $ 53,422 , respectively.

The balance of $ 1,073 is due with daily operations.

The funds were used to support ongoing research,

facility construction, and regulatory work required for the Vitargus GMP pilot plant at the Hsinchu Biomedical Science Park.

(3) As of September 30, 2025 and December 31, 2024, the Company has other receivables amounted to $ 546 and $ 0 , respectively, from OncoX due to daily operations.

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

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

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

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

On 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

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.

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 September 30, 2025 and December 31, 2024, the outstanding loan balances and allocated research fees

were both $ 681,185 , and accrued interest balances were both $ 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 June 30, 2025 and December 31, 2024, due from BHK were both NTD 3,941,299 (approximately $ 118,633 and $ 120,210 , respectively).

As of September 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 six months ended June 30, 2025.

No recovery was made during nine months ended September 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 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

As of September 30, 2025,

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

those being recognized above.

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

indicators of potential default.

Due to related parties

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following as of the periods indicated:

September 30,

AiBtl Holding (1)

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

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

As of June 30, 2025 and December 31, 2024, the outstanding balance due to the Jiangs amounted to $ 83,011 and $ 274,170 , respectively.

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

As of September 30, 2025 and December 31, 2024, the outstanding balance due to the Jiangs amounted to $ 79,846 and $ 274,170 , respectively.

These loans bear no interest and are due on demand.

The Company assumed a $ 500,000 bank loan from Shuling in the Taoyuan land transaction (see Note 5).

Due to Taiwanese regulations restricting the loan transfers to foreign entities, the Company issued Shuling a 1 -year unsecured promissory note for $ 500,000 at 3.79 % annual interest, with interest is payable monthly.

The note matures on July 15, 2026, with an option to renew by mutual agreement.

For the three and nine months ended September 30, 2025, the Company paid $ 4,736 in interest on this note.

(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.

As of September 30, 2025 and December 31, 2024, the outstanding principal and accrued interest was $ 152,848 and $ 142,130 , respectively.

Interest expenses in connection with these loans were $ 5,106 and $ 11,836 for the three months ended September 30, 2025 and 2024, respectively, and were $ 15,318 and $ 21,973 for the nine months ended September 30, 2025 and 2024, respectively.

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

(5) As of September 30, 2025

and December 31, 2024, due to Directors were $ 0 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.

nine months ended September 30, 2025 were $ 527 and $ 24,154 , respectively, and were $ 355 and $( 110,539 ) for the three and nine months ended

September 30, 2024, respectively.

Deferred tax assets (liability) as of

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

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

September 30,

Loss on impairment of assets

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Deferred tax assets, net

Lind Offerings and Repayments

On February 23, 2023, in connection with the issuance

of the Lind Note (referring to Note 7), the Company issued Lind a 5 -year term of common stock purchase warrant to purchase up to 529,167

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

The warrant exercise price was reset to $ 3.5 in accordance with the issuance of common stock in relation to securities purchase agreement

in July 2023.

On May 22, 2024, the exercise price of these warrants was further reset to $ 0.75 along with the immediate exercise of existing

warrants and issuance of the New Warrants.

During the nine months ended September 30, 2024,

the Company accepted the conversion of Lind Note with the Company’s common stock for 905,305 shares, for the carrying amount of

The first Lind Note was fully repaid in April 2024.

On November 17, 2023, in connection with the issuance

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

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

The warrants were valued using

the Black-Scholes model and the fair value was determined to be $ 480,795 , which was recorded as a debt discount.

On January 17, 2024, in connection with the issuance

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

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

On May 22, 2024, the Company and Lind entered

into a letter agreement, pursuant to which Lind will exercise, for cash, 1,000,000 of its Pre-Existing Warrants (all of the warrants issued

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

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

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

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

Concurrently, the exercise price of all Pre-Existing

Warrants 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.

All warrants issued to Lind may be exercised via cashless exercise.

During the year ended December 31, 2024, the Company

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

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

conversion price was below such floor 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.

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

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

All principal balance of 2 nd Lind Note was fully converted

as of April 1, 2025.

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

June 5, 2025, and July 9, 2025, Lind converted $ 1,000,000 ($ 200,000 in each conversion) principal balance on 3 rd Lind Note

into 1,000,000 shares of the Company’s common stocks.

As of September 30, 2025, all outstanding balance of 3 rd Lind Note

was fully converted.

On January 5, 2025, the Company and Lind entered

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

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

On July 1, 2025, Lind

exercised 500,000 warrants at an exercise price of $ 1.00 per share and left 500,000 warrants as of the date of this report.

for more information.

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.

Private Offerings

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

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

These stocks were issued to the investor as of September 30,

During the nine months ended September 30, 2025,

the Company conducted several private offerings of its common stock to several individual investors and issued 3,083,612 unregistered

shares at $ 0.60 to $ 1.95 per share, raising a total of $ 2,777,120 .

Among these offerings, prior unissued stocks were all issued as of

September 30, 2025.

Stock-Based Compensation and Payments

The Company previously reported that during the

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

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.

For the three and nine months ended

September 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

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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.

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

On August 14, 2023, the Company entered into a

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

During the three and nine months ended September

30, 2025, the Company compensated an employee with 150,000 and 400,000 shares of the Company’s common stocks amounting to $ 395,000

and $ 725,000 , respectively, for her additional services.

As of September 30, 2025, there are 150,000 shares totaling $ 395,000 that have

not been issued.

50,000 shares were issued on October 10, 2025.

During the three and nine months ended September 30, 2025, the Company

compensated various business consultants with 1,005,021 and 1,523,492 shares of common stock amounting to $ 1,307,479 and $ 1,761,699 , respectively,

for their financial and business advisory services.

As of September 30, 2025, 150,000 shares totaling $ 241,500 remain unissued.

shares were issued on October 10, 2025.

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 nine months ended September 30, 2025, the Company issued 37,499 and 297,959 shares of common stock, for the rent

amounts of $ 100,449 and $ 282,404 , respectively.

For the three months ended September 30, 2024, the Company issued 259,522 shares of common

stock for the rent amounts of $ 191,642 .

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

the rent in the first six months of 2024.

Shuling Land Acquisition

On February 6, 2024, the Company entered into

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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.

shareholder meeting approved the proposal that the issuance of 2,035,136 restricted shares of the Company’s common stock at a price

of $ 1.65 per share and 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, to purchase the above Land from Shuling.

On July 15, 2025, the Company closed the purchase of Land from Shuling and

issued 2,035,136 shares of restricted common stocks and 1,000,000 shares of warrants and to Shuling on July 16, 2025 and July 15, 2025,

respectively.

Please refer to Note 5 for more details.

Noncontrolling Interests

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

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.

Yun Zhi Yi, 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.

Refer to Note 5 for details.

Lind Offerings and Repayments

On February 23, 2023, in connection with the issuance

of the Lind Note (referring to Note 7), the Company issued Lind a 5 -year term of common stock purchase warrant to purchase up to 529,167

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

The warrant exercise price was reset to $ 3.5 in accordance with the issuance of common stock in relation to securities purchase agreement

in July 2023.

On May 22, 2024, the exercise price of these warrants was further reset to $ 0.75 along with the immediate exercise of existing

warrants and issuance of the New Warrants.

During the three 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

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

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

The warrants were valued using

the Black-Scholes model and the fair value was determined to be $ 480,795 , which was recorded as a debt discount.

On January 17, 2024, in connection with the issuance

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

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

On May 22, 2024, the Company and Lind entered

into a letter agreement, pursuant to which Lind will exercise, for cash, 1,000,000 of its Pre-Existing Warrants (all of the warrants issued

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

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

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

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

Concurrently, the exercise price of all Pre-Existing

Warrants 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.

All warrants issued to Lind may be exercised via cashless exercise.

During the year ended December 31, 2024, the Company

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

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

conversion price was below such floor 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.

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

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

All principal balance of 2 nd Lind Note was fully converted

as of April 1, 2025.

On March 3, 2025 and April 1, 2025, 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

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

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

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 June 30, 2025, and their activities during the six-month period ended are as follows:

Shares Weighted-

Per Share Weighted-

in Years Aggregate

Outstanding as of January 1, 2025 2,029,167 $ 0.0 * 4.20 $ 195,542

Exercised ( 1,029,167 ) $ 0.40 -

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 AND WARRANTS

Stock Options

The Company has not granted any options during

the six months ended June 30, 2025 and 2024.

the nine months ended September 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 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:

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

Options issued and outstanding as of September

30, 2025, and their activities during the period then ended are as follows:

Weighted- Weighted-

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

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

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

Outstanding as of September 30, 2025 258,710 27.9 6.00 $ -

Exercisable as of September 30, 2025 258,710 27.9 6.00 $ -

Vested and expected to vest 258,710 $ 27.9 6.00 $ -

Stock Warrants

Warrants issued and outstanding in connection

with Shuling land transaction (See Note 5) as of September 30, 2025, and their activities during the nine-month period ended are as follows:

Shares Weighted-

Per Share Weighted-

in Years Aggregate

Outstanding as of January 1, 2025 -

Issued 1,000,000 2.50 5.00 -

Outstanding as of September 30, 2025 1,000,000 $ 2.50 4.79 $ 540,000

Warrants issued and outstanding in connection

with Lind convertible notes (See Note 12) as of September 30, 2025, and their activities during the nine-month period ended are as follows:

Shares Weighted-

Per Share Weighted-

in Years Aggregate

Outstanding as of January 1, 2025 2,029,167 $ 0.40 * 4.20 $ 195,542

Exercised ( 1,529,167 ) $ 0.60 -

Outstanding as of September 30, 2025 500,000 $ 1.00 3.64 $ 1,020,000

The weighted average exercise price per share as of December 31, 2024 was adjusted to the reduction accordingly.

LOSS PER SHARE

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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 and six months ended

June 30, 2025 and 2024.

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

September 30, 2025 and 2024.

Three Months Ended

Six Months Ended

Nine Months Ended

Net loss attributable to ABVC’s common stockholders

$ ( 2,257,022 )

$ ( 942,336 )

$ ( 3,099,097 )

$ ( 3,776,535 )

Weighted-average shares outstanding – Basic & Diluted

Loss per share

-Basic & Diluted

Loss per share -Basic & Diluted

Diluted loss per share takes into account the

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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, 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:

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 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 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.

Separation of lease and non-lease components:

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

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.

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 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.

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

September 30,

Operating lease right-of-use assets

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Three Months Ended

Six Months Ended

Nine Months Ended

Operating lease expenses

Other information related to leases is presented

Six Months Ended

Nine Months Ended

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

September 30,

2025 December 31,

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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 June 30, 2025 and up through the date of

the consolidated financial statements was available to the issued.

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

of the consolidated financial statements was available to the issued.

SUBSEQUENT EVENTS

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.

On October 7, 2025, the Company issued 10,749

shares to settle October rent balance of $ 33,480 .

On October 10, 2025, the Company issued 50,000

shares to a consultant and 50,000 shares to an employee for services were rendered, but the shares have not yet been issued.

12 Stock-Based Compensation and Payments subsection for details.

On October 30, 2025, the Company received additional

subscriptions in the aggregate amount of $ 507,833 on the same terms and conditions as the offerings in September 2025.

Pursuant to the

additional subscriptions, the Company will issue an aggregate of 260,427 shares of the Company’s common stock by the end of 2025.

Except for disclosed above, the Company has assessed all events from

September 30, 2025, up through the date that these consolidated financial statements are available to be issued, and concluded that no

subsequent events have occurred that would require recognition or disclosure in the Company’s consolidated financial statements.

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