What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-03 compared with 2025-08-13 · 540 added, 505 removed, 814 unchanged (56% of the section changed)

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Caution Regarding Forward-Looking Information

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with ABVC BioPharma, Inc.

and its subsidiaries (“we”, “us”, “our”, or the “Company”)

condensed unaudited financial statements and the notes thereto contained elsewhere in this report.

and its subsidiaries (“we”, “us”, “our”, or the “Company”) condensed

unaudited financial statements and the notes thereto contained elsewhere in this report.

Information in this Item 2, “Management’s

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Factors that cause

actual results or conditions to differ from those anticipated by these and other forward-looking statements include those more fully

described elsewhere in this report and in the “Risk Factors” section of our annual report on form 10-K.

actual results or conditions to differ from those anticipated by these and other forward-looking statements include those more fully described

elsewhere in this report and in the “Risk Factors” section of our annual report on form 10-K.

The Company disclaims any obligation to update

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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 land located in Puli, Tawain that AiBtl is in the process of acquiring, which land will be used for developing health related

As of the date hereof, the transfer of the land’s title is currently under government review, pending completion of the

title transfer registration.

Due to Taiwan’s legal restrictions prohibiting foreign entities from directly owning farmland, the

parties agreed to structure the arrangement through nominee holdings.

Yun Zhi Yi Co., Ltd.

(“Yun Zhi Yi”),

a Taiwanese corporation, was incorporated in August 2024, with 90% owned by BioLite Taiwan and 10% owned by Shuling Jiang (“Shuling”,

Jiang”), a director and beneficial owner of more than 10% of the ABVC’s outstanding common stock.

is set up for holding land located in Puli, Tawain that AiBtl is in the process of acquiring, which land will be used for developing health

related business.

Due to Taiwan’s legal restrictions prohibiting foreign entities from directly owning farmland, the parties agreed

to structure the arrangement through nominee holdings.

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

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

The title was transferred to Ms.

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

As of the date hereof, the transfer

of the land’s title to Yun Zhi Yi is currently under government review, pending completion of the title transfer registration.

Incorporated in California on November 20, 2000,

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to identify drugs that it believes demonstrate efficacy and safety based on the Company’s internal qualifications.

is shown to be a good candidate for further development and ultimately commercialization, BriVision licenses the drug or medical device

from the original researchers and begins to introduce the drugs clinical plan to highly respected principal investigators in the United

States, Australia and Taiwan.

In almost all cases, we have found that research institutions in each of those countries are eager to work

with the Company to move forward with Phase II clinical trials.

Institutions that have or are now conducting

phase II clinical trials in partnership with ABVC include:

Once a drug is

shown to be a good candidate for further development and ultimately commercialization, BriVision licenses the drug or medical device from

the original researchers and begins to introduce the drugs clinical plan to highly respected principal investigators in the United States,

Australia and Taiwan.

In almost all cases, we have found that research institutions in each of those countries are eager to work with

the Company to move forward with Phase II clinical trials.

Institutions that have or are now conducting phase

II clinical trials in partnership with ABVC include:

ABV-1504, Major Depressive Disorder (MDD), Phase II completed.

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Charles DeBattista M.D.

Schatzberg, MD, Stanford University Medical Center, Cheng-Ta

Li, MD, Ph.D - Taipei Veterans General Hospital

Schatzberg, MD, Stanford University Medical Center, Cheng-Ta Li, MD, Ph.D - Taipei Veterans General Hospital

ABV-1505, Adult Attention-Deficit Hyperactivity Disorder (ADHD), Phase II Part 1 completed.

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Keith McBurnett, Ph.D.

and Linda Pfiffner, Ph.D., University of

California San Francisco (UCSF), School of Medicine.

Phase II, Part 2 clinical study sites

include UCSF and 5 locations in Taiwan.

The Principal Investigators are Keith McBurnett,

and Linda Pfiffner, Ph.D., University of California San Francisco (UCSF), School of

and Linda Pfiffner, Ph.D., University of California San Francisco (UCSF), School of Medicine.

Phase II, Part 2 clinical study sites include UCSF and 5 locations in Taiwan.

The Principal Investigators are Keith McBurnett, Ph.D.

and Linda Pfiffner, Ph.D., University of California San Francisco (UCSF), School of Medicine;

Susan Shur-Fen Gau, M.D., National Taiwan University Hospital;

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Ton-Ping Su, M.D., Cheng Hsin General Hospital;

Cheng-Ta Li, M.D., Taipei Veterans General

Cheng-Ta Li, M.D., Taipei Veterans General Hospital.

Phase II, Part 2 began in the 1st quarter of 2022 at the 5 Taiwan sites.

site joined the study in the 2nd quarter of 2023.

The subjects enrolled in the study has

reached the number for interim analysis in December 2023, and the interim analysis of the

study is in progress.

The UCSF site joined the study in the 2nd quarter of 2023.

The subjects enrolled in the study has reached the number for interim analysis in December 2023, and the interim analysis of the study is in progress.

ABV-1601, Major Depression in Cancer Patients, Phase I/II, NCE drug Principal Investigator:

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- Cedars Sinai Medical Center (CSMC).

The Phase I clinical study will

be initiated around the end of 2025.

ABV-1701, Vitargus® in vitrectomy surgery, Phase II Study has been initiated

in Australia and Thailand, Principal Investigator:

Duangnate Rojanaporn, M.D., Ramathibodi

The Phase I clinical study will be initiated around the end of 2025.

Medical Device:

ABV-1701, Vitargus® in vitrectomy surgery, Phase II Study has been initiated in Australia and Thailand, Principal Investigator:

Duangnate Rojanaporn, M.D., Ramathibodi Hospital;

Thuss Sanguansak, M.D., Srinagarind Hospital of the two Thailand Sites and Professor/Dr.

Matthew Simunovic, Sydney Eye Hospital;

Elvis Ojaimi, East Melbourne Eye Group &

East Melbourne Retina.

The Phase II study started in the 2nd quarter of 2023, and the company

is working on improvements to the Vitargus Product through the new batch of investigational

Elvis Ojaimi, East Melbourne Eye Group & East Melbourne Retina.

The Phase II study started in the 2nd quarter of 2023, and the company is working on improvements to the Vitargus Product through the new batch of investigational product.

The following trials are expected to begin in

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device upon approval by the US FDA, Taiwan TFDA and other country regulatory authorities.

Another part of the Company’s business

is conducted by BioKey, a wholly-owned subsidiary, that is engaged in a wide range of services, including, API characterization, pre-formulation

studies, formulation development, analytical method development, stability studies, IND/NDA/ANDA/510K submissions, and manufacturing

clinical trial materials (phase I through phase III) and commercial manufacturing.

Another part of the Company’s business is

conducted by BioKey, a wholly-owned subsidiary, that is engaged in a wide range of services, including, API characterization, pre-formulation

studies, formulation development, analytical method development, stability studies, IND/NDA/ANDA/510K submissions, and manufacturing clinical

trial materials (phase I through phase III) and commercial manufacturing.

The Vitargus ® Phase II study was

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By comparing the Thailand study with the First-in-Human (FIH) study completed in Australia

in 2018, the SAEs derived from the patients in the Thailand study may be due to the modified in-situ hydrogel procedure which

allows a longer surgical time window for the study.

The Company is investigating the root causes of the events and is working towards

developing a safe device in-situ procedure before reinstating the study.

in 2018, the SAEs derived from the patients in the Thailand study may be due to the modified in-situ hydrogel procedure which allows

a longer surgical time window for the study.

The Company is investigating the root causes of the events and is working towards developing

a safe device in-situ procedure before reinstating the study.

On March 5, 2025, Leeds Chow notified the Company

of his resignation as CFO.

While the Company is looking for a full-time Chief Financial Officer to fill the vacancy created by Leeds

Chow’s resignation, the Company’s CEO, Uttam Patil will serve as the interim Chief Financial Officer of the Company.

While the Company is looking for a full-time Chief Financial Officer to fill the vacancy created by Leeds Chow’s

resignation, the Company’s CEO, Uttam Patil will serve as the interim Chief Financial Officer of the Company.

On February 6, 2024, the Company entered into

a definitive agreement with Shuling Jiang (“Shuling”), pursuant to which Shuling shall transfer the ownership of certain

land she owns located at Taoyuan City, Taiwan (the “Land”) to the Company (the “Agreement”).

a definitive agreement with Shuling Jiang (“Shuling”), pursuant to which Shuling shall transfer the ownership of certain land

she owns located at Taoyuan City, Taiwan (the “Land”) to the Company (the “Agreement”).

Shuling is a director

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

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

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

common stock, with an exercise price of $2.00 per share.

Under the Agreement, Shuling was to also transfer outstanding liability owed

on the Land (approximately $500,000) to the Company.

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

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

The shares were returned and the warrants were not issued.

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”).

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

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

an exercise price of $2.00 per share.

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

$500,000) to the Company.

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

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

The shares were returned and the

warrants were not issued.

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”).

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

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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.

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.

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

transaction is closed on the same date and the 2,035,136 restricted shares and the 1,000,000 warrants are issued on July 16, 2025 and

July 15, 2025, respectively.

In connection with the Land transaction, on July

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shares per year.

On July 16, 2025, the Company issued 200,000 shares of restricted stock as a prepayment for Shuling’s first year

On March 25, 2024, the Company, and one of its

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

As of June 30,

2025, the Company has received 5,000,000 FEYE shares but did not recognize such licensing revenue since the fair value of

FEYE stock is uncertain.

As of September

30, 2025, the Company has received 5,000,000 FEYE shares but did not recognize such licensing revenue since the fair value of FEYE

stock is uncertain.

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

entered into an amendment (the “ Amendment ”) to the Licensing Agreement with FEYE, pursuant to which the Company and

BioFirst have agreed to allow FEYE to pay the second milestone payment in the amount of $3,500,000 per Licensing Agreement, incrementally

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

As of June 30, 2025, the Company has received $296,000 as

the partial second milestone payment and recognized as licensing revenue according to ASC 606.

On April 16, 2024, the Company entered into a

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

to which the Company will grant Oncox an exclusive right to develop and commercialize ABVC’s single-herb botanical drug extract

from the dry fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Non-Small Cell Lung Cancer (the “Licensed Products”),

within North America for 20 years (the “Oncox Agreement”).

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

1,250,000 Oncox shares valued at $5 per share;

entered into an amendment (the “Amendment”) to the Licensing Agreement with FEYE, pursuant to which the Company and BioFirst

have agreed to allow FEYE to pay the second milestone payment in the amount of $3,500,000 per Licensing Agreement, incrementally (such

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

For the nine months ended September 30, 2025 and 2024, the Company received

$200,000 and $296,000, respectively, as partial milestone payments and recognized as licensing revenue according to ASC 606.

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

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

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

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

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

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

shares valued at $5 per share;

price was determined through private negotiations between the parties;

no third-party

valuation was completed.) 30 days after entering into the Oncox Agreement and $625,000 30 days following the completion of Oncox’s

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

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

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

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

As of June 30, 2025, the Company has

received $200,000 as the partial second milestone payment and recognized as licensing revenue according to ASC 606.

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

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

will grant Oncox an exclusive right to develop and commercialize ABVC’s BLEX 404 single-herb botanical drug extract from the dry

fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Pancreatic Cancer (the “Licensed Products”), within a

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

no third-party valuation was completed.)

30 days after entering into the Oncox Agreement and $625,000 30 days following the completion of Oncox’s next round of fundraising,

of which there is no guarantee;

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

the first commercial sale of the Licensed Product in North America, of which there can be no guarantee.

Oncox entered into another agreement

with ABVC’s affiliate, Rgene Corporation, on the same terms.

For the nine months ended September 30, 2025 and 2024, the Company

received $595,950 and $200,000 as partial milestone payments and recognized as licensing revenue according to ASC 606.

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

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

the Company will grant Oncox an exclusive right to develop and commercialize ABVC’s BLEX 404 single-herb botanical drug extract

from the dry fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Pancreatic Cancer (the “Licensed Products”),

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

In consideration

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Oncox may remit cash payments of at least $100,000 towards the licensing fees and deductible from the second milestone payment;

is also entitled to royalties of 5% of Net Sales, as defined in the May 2024 Oncox Agreement, from the first commercial sale of the Licensed

also entitled to royalties of 5% of Net Sales, as defined in the May 2024 Oncox Agreement, from the first commercial sale of the Licensed

Product in the noted territory, which remains uncertain.

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was determined through private negotiations between the parties;

no third-party valuation was completed.) 30 days after entering the

May 23, 2024 Oncox Agreement, with an additional milestone payment of $625,000 in cash after OncoX’s next round of fundraising,

of which there can be no guarantee.

Oncox may remit cash payments of at least $100,000 towards the licensing fees and deductible from

the second milestone payment;

each licensor is also entitled to royalties of 5% of Net Sales, from the first commercial sale of the Licensed

Product in the noted territory, which remains uncertain.

no third-party valuation was completed.) 30 days after entering the May

23, 2024 Oncox Agreement, with an additional milestone payment of $625,000 in cash after OncoX’s next round of fundraising, of which

there can be no guarantee.

Oncox may remit cash payments of at least $100,000 towards the licensing fees and deductible from the second

milestone payment;

each licensor is also entitled to royalties of 5% of Net Sales, from the first commercial sale of the Licensed Product

in the noted territory, which remains uncertain.

Oncox may use its revenue to fund the licensing fees.

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On July 25, 2023, the Company filed a Certificate

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

common stock (the “2023 Split”).

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

stock (the “2023 Split”).

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

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Series A Convertible Preferred Stock

As of June 30, 2025, no Series A Convertible

As of September 30, 2025, no Series A Convertible

Preferred Stock has been issued by the Company.

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per share and the holder received 142,857 shares of Common Stock.

As a result of this conversion, the stockholders’ equity was

increased by $0.5 million.

Additionally, on August 14, 2023, the Company entered into a cooperation agreement with Zhonghui United Technology

(Chengdu) Group Co., Ltd., pursuant to which the Company acquired a 20% ownership of certain property and a parcel of the land owned

by Zhonghui in exchange for an aggregate of 370,000 shares of Common Stock.

As a result of this conversion, the stockholders’ equity was increased

by $0.5 million.

Additionally, on August 14, 2023, the Company entered into a cooperation agreement with Zhonghui United Technology (Chengdu)

Group Co., Ltd., pursuant to which the Company acquired a 20% ownership of certain property and a parcel of the land owned by Zhonghui

in exchange for an aggregate of 370,000 shares of Common Stock.

Accordingly, stockholders’ equity increased by $7.4M.

On February 23, 2023, the Company entered into a securities purchase agreement with Lind, pursuant to which the Company issued Lind a

secured, convertible note in the principal amount of $3,704,167 (the “Lind Offering”), for a purchase price of $3,175,000

(the “Lind Note”), that is convertible into shares of Common Stock at an initial conversion price of $1.05 per share, subject

to adjustment.

On August 24, 2023, the Company started repaying Lind the monthly installments due under the Lind Notes;

repaid via the issuance of 176,678 shares of Common Stock (the “Monthly Shares”) at the Redemption Share Price (as defined

in the Lind Note) of $1.698 per share.

Pursuant to the terms of the Lind Note, Lind increased the amount of the next monthly payment

to one million dollars, such that as of September and together with the Monthly Shares, the Company repaid Lind a total of $1 million

by September 2023.

As a result, the stockholders’ equity increased by an additional $1 million.

As a result of the four transactions

referenced above, the Company’ estimated that its stockholders’ equity would increase by approximately $10.65 million.

September 6, 2023, Nasdaq issued a letter that the Company is in compliance with Rule 5550(b)(1), but noted that if at the time of the

Company’s next periodic report the Company does not evidence compliance, it may be subject to delisting.

On July 10, 2024, we received a notification

letter from the Nasdaq notifying the Company that the minimum bid price per share for its common shares has been below $1.00 for a period

of 30 consecutive business days and the Company therefore no longer meets the minimum bid price requirements set forth in Nasdaq Listing

23, 2023, the Company entered into a securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured, convertible

note in the principal amount of $3,704,167 (the “Lind Offering”), for a purchase price of $3,175,000 (the “Lind Note”),

that is convertible into shares of Common Stock at an initial conversion price of $1.05 per share, subject to adjustment.

On August 24,

2023, the Company started repaying Lind the monthly installments due under the Lind Notes;

$308,000 was repaid via the issuance of 176,678

shares of Common Stock (the “Monthly Shares”) at the Redemption Share Price (as defined in the Lind Note) of $1.698 per share.

Pursuant to the terms of the Lind Note, Lind increased the amount of the next monthly payment to one million dollars, such that as of

September and together with the Monthly Shares, the Company repaid Lind a total of $1 million by September 2023.

As a result, the stockholders’

equity increased by an additional $1 million.

As a result of the four transactions referenced above, the Company’ estimated that

its stockholders’ equity would increase by approximately $10.65 million.

On September 6, 2023, Nasdaq issued a letter that the Company

is in compliance with Rule 5550(b)(1), but noted that if at the time of the Company’s next periodic report the Company does not

evidence compliance, it may be subject to delisting.

On July 10, 2024, we received a notification letter

from the Nasdaq notifying the Company that the minimum bid price per share for its common shares has been below $1.00 for a period of

30 consecutive business days and the Company therefore no longer meets the minimum bid price requirements set forth in Nasdaq Listing

Rule 5550(a)(2).

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procedures, which the Company would have the right to appeal.

On April 24, 2025, we received a letter from

the listing qualifications staff (the “ Staff ”) of Nasdaq informing us that, as reported in our Annual Report on Form

10-K for the year ended December 31, 2024, because our stockholders’ equity was $723,959, as of April 23, 2025, we did not

meet the alternatives of market value of listed securities or net income from continuing operations, and we no longer comply with Listing

Rule 5550(b)(1) (the “ Rule 5550 ”).

We have 45 calendar days to submit a plan to

the Staff to regain compliance.

If our plan is accepted, we may be granted an extension of up to 180 calendar days from the date of the

letter, or until October 21, 2025, to evidence compliance.

On April 24, 2025, we received a letter from the

listing qualifications staff (the “ Staff ”) of Nasdaq informing us that, as reported in our Annual Report on Form 10-K

for the year ended December 31, 2024, because our stockholders’ equity was $723,959, as of April 23, 2025, we did not meet

the alternatives of market value of listed securities or net income from continuing operations, and we no longer comply with Listing Rule

5550(b)(1) (the “ Rule 5550 ”).

We have 45 calendar days to submit a plan to the

Staff to regain compliance.

If our plan is accepted, we may be granted an extension of up to 180 calendar days from the date of the letter,

or until October 21, 2025, to evidence compliance.

In determining whether to accept our plan, the

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on the listing of our Common Stock on the Nasdaq Capital Market.

We intend to actively monitor our stockholders’ equity

and will consider options available to us to achieve compliance with Rule 5550.

There can be no assurance that we will be able to regain

compliance with the Listing Rule or will otherwise be in compliance with the other listing standards for the Nasdaq Capital Market.

We intend to actively monitor our stockholders’ equity and

will consider options available to us to achieve compliance with Rule 5550.

There can be no assurance that we will be able to regain compliance

with the Listing Rule or will otherwise be in compliance with the other listing standards for the Nasdaq Capital Market.

If our Common Stock ultimately were to be delisted

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equity incentives to our employees.

On April 30, 2025, the Company reported that

it received a letter from the listing qualifications staff (the “Staff”) of Nasdaq informing it that, as reported in its

Annual Report on Form 10-K for the year ended December 31, 2024, because its stockholders’ equity was $723,959, as of April 23,

2025, the Company did not meet the alternatives of market value of listed securities or net income from continuing operations, and it

no longer comply with Listing Rule 5550(b)(1) (the “Listing Rule”).

On April 30, 2025, the Company reported that it

received a letter from the listing qualifications staff (the “Staff”) of Nasdaq informing it that, as reported in its Annual

Report on Form 10-K for the year ended December 31, 2024, because its stockholders’ equity was $723,959, as of April 23, 2025, the

Company did not meet the alternatives of market value of listed securities or net income from continuing operations, and it no longer

comply with Listing Rule 5550(b)(1) (the “Listing Rule”).

On May 5, 2025, the Company received a notification

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JP and its subsidiaries in Japan, or any other territory or business, as the Agreement may with mutual consent be amended from time to

The closing of the transaction was conditioned upon the approval and receipt of all necessary government approvals, which have

all been received.

The closing of the transaction was conditioned upon the approval and receipt of all necessary government approvals, which have all

been received.

Pursuant to the Agreement and the related share

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there shall be 3 directors of Biolite JP, consisting of 1 director appointed by the Company and 2 appointed by Lucidiam.

shall appoint Eugene Jiang, the Company’s current Chairman and Chief Business Officer and Lucidaim shall appoint Michihito Onishi;

the current director of Biolite JP, Toru Seo (who is also a director of BioLite Japan’s other shareholder), is considered the second

The Company shall

appoint Eugene Jiang, the Company’s current Chairman and Chief Business Officer and Lucidaim shall appoint Michihito Onishi;

current director of Biolite JP, Toru Seo (who is also a director of BioLite Japan’s other shareholder), is considered the second

Lucidaim director.

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on the Completion Date.

As per the Agreement, the Shareholders shall

supervise and manage the business and operations of Biolite JP.

The directors shall not be entitled to any renumeration for their services

as a director and each Shareholder can remove and replace the director he/she/it appointed.

If a Shareholder sells or disposes of all

of its Ordinary Shares, the Shareholder-appointed director must tender his/her resignation.

The Agreement also sets forth certain corporate

actions that must be pre-approved by all Shareholders (the “Reserved Matters”).

If the Shareholders are unable to make a

decision on any Reserved Matter, then either Shareholder can submit a deadlock notice to the other shareholder, 5 days after which they

must refer the matter to each Shareholder’s chairman and use good faith to resolve the dispute.

If such dispute is not resolved

within 10 days thereafter, then either Shareholder can offer to buy all of the other Shareholder’s Ordinary Shares for cash at

a specified price;

As per the Agreement, the Shareholders shall supervise

and manage the business and operations of Biolite JP.

The directors shall not be entitled to any renumeration for their services as a

director and each Shareholder can remove and replace the director he/she/it appointed.

If a Shareholder sells or disposes of all of its

Ordinary Shares, the Shareholder-appointed director must tender his/her resignation.

The Agreement also sets forth certain corporate actions

that must be pre-approved by all Shareholders (the “Reserved Matters”).

If the Shareholders are unable to make a decision

on any Reserved Matter, then either Shareholder can submit a deadlock notice to the other shareholder, 5 days after which they must refer

the matter to each Shareholder’s chairman and use good faith to resolve the dispute.

If such dispute is not resolved within 10 days

thereafter, then either Shareholder can offer to buy all of the other Shareholder’s Ordinary Shares for cash at a specified price;

if there is not affirmative acceptance of the sale, the sale shall proceed as set forth in the sale offer.

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each Shareholder agrees to guarantee such bank facility if the bank requires a guarantee.

Accordingly, the Company may be liable for

the bank facility in an amount up to JPY 14,925,400 (approximately $134,000), which represents 49% of the maximum bank facility.

Agreement further provides that Biolite JP shall issue annual dividends at the rate of at least 1.5% of Biolite JP’s profits, if

it has sufficient cash to do so.

Accordingly, the Company may be liable for the

bank facility in an amount up to JPY 14,925,400 (approximately $134,000), which represents 49% of the maximum bank facility.

The Agreement

further provides that Biolite JP shall issue annual dividends at the rate of at least 1.5% of Biolite JP’s profits, if it has sufficient

cash to do so.

Pursuant to the Agreement, the Company and Biolite

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on behalf of Biolite JP regarding the terms of the License Agreement shall be handled by the directors appointed by Lucidaim.

Company and such Lucidaim directors do not reach agreement on the terms, Biolite JP may at its sole discretion determine not to execute

the License Agreement without any liability to the Company.

The company is negotiating on the licensing terms and expects to conclude

If the Company

and such Lucidaim directors do not reach agreement on the terms, Biolite JP may at its sole discretion determine not to execute the License

Agreement without any liability to the Company.

The company is negotiating on the licensing terms and expects to conclude soon.

The Agreement contains non-solicitation and non-compete

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also allows a Shareholder to terminate the agreement upon certain defaults committed by another Shareholder, as set forth in the Agreement.

This was a related party transaction and was

conducted at arm’s length.

In addition to the Company’s board of directors providing approval for the Company to enter into

the Agreement, the Company’s audit committee approved the Company’s entry into the Agreement.

The Board believes that this

joint venture will enhance the Company’s ability to provide therapeutic solutions to significant unmet medical needs and to develop

innovative botanical drugs to treat central nervous system (“CNS”) and oncology/ hematology diseases.

The Company’s

Board of Directors believes that the joint venture has the potential to provide the Company with access to additional early-stage product

candidates that it would not otherwise have access to and to introduce the Company to early-stage opportunities, and therefore the Board

believes the joint venture is in the best interest of the Company and its shareholders.

This was a related party transaction and was conducted

at arm’s length.

In addition to the Company’s board of directors providing approval for the Company to enter into the Agreement,

the Company’s audit committee approved the Company’s entry into the Agreement.

The Board believes that this joint venture

will enhance the Company’s ability to provide therapeutic solutions to significant unmet medical needs and to develop innovative

botanical drugs to treat central nervous system (“CNS”) and oncology/ hematology diseases.

The Company’s Board of Directors

believes that the joint venture has the potential to provide the Company with access to additional early-stage product candidates that

it would not otherwise have access to and to introduce the Company to early-stage opportunities, and therefore the Board believes the

joint venture is in the best interest of the Company and its shareholders.

Recent Research Results

Vitargus ® Clinical Development:

The Phase II clinical study of Vitargus®

commenced in the second quarter of 2023.

The Phase II clinical study of Vitargus® commenced

in the second quarter of 2023.

Study sites include Ramathibodi Hospital (Principal Investigator:

Duangnate Rojanaporn)

and Srinagarind Hospital (Principal Investigator:

Duangnate Rojanaporn) and Srinagarind

Hospital (Principal Investigator:

Thuss Sanguansak) in Thailand, and Sydney Eye Hospital (Principal Investigator:

Professor Dr.

Matthew Simunovic) and East Melbourne Eye Group/East Melbourne Retina (Principal Investigator:

Simunovic) and East Melbourne Eye Group/East Melbourne Retina (Principal Investigator:

Elvis Ojaimi) in Australia.

The Company is currently producing a new investigational batch to support product improvements.

The Company is

currently producing a new investigational batch to support product improvements.

ABV-2002 Corneal Storage Solution:

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As of the date of this report, 69 subjects have been enrolled, including 50 subjects who have completed the 56-day

The study is a randomized, double-blind, placebo-controlled trial involving research centers in Taiwan and the University

of California, San Francisco (UCSF).

UCSF’s Institutional Review Board approved participation, and the site initiation visit was

completed in March 2023.

The study is a randomized, double-blind, placebo-controlled trial involving research centers in Taiwan and the University of

California, San Francisco (UCSF).

UCSF’s Institutional Review Board approved participation, and the site initiation visit was completed

in March 2023.

On March 27, 2025, the Company has submitted the Clinical Study Report (CSR) for this study to the U.S.

and Drug Administration (FDA).

Food and Drug Administration

The Company is currently evaluating further steps based on internal review and strategic alignment.

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Additionally, for the Senior Convertible Promissory Note issued

in January 2024 (3 rd Lind Note), the Company has reduced the outstanding balance to $600,000, following two equity conversions

of $200,000 each.

in January 2024 (3 rd Lind Note), the Company has repaid the entire outstanding balance by the equity conversions of $1,000,000

The remaining cash obligations for these conversions are also expected to be fulfilled in a similar warrant-based strategy,

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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.

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, resulting in fully settlement of the 3 rd Lind Note as of September

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

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

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

Lind Note to the Company’s common stocks.

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.

and left 500,000 warrants, with $1.0 per share of exercise price as of the date of this report.

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.

On October 30, 2025, the Company received additional

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

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.

2024 Financings

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into another letter agreement (the “November Letter Agreement”), pursuant to which Lind agreed to exercise, for cash, 500,000

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 $0.42 per share.

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 $0.42 per share.

On October 18, 2024, the Company issued Lind 200,000

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

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

Based on the conversion price of $0.4229, the Company made an additional $147,892 cash repayment in addition to the issuance

of 200,000 shares.

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

Based on the conversion price of $0.4229, the Company made an additional $147,892 cash repayment in addition to the issuance of

200,000 shares.

On September 11, 2024, the Company issued Lind

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that is convertible into shares of the Company’s common stock at a conversion price, which shall be the lesser of (i) $3.50 (the

“Fixed Price”) and (ii) 90% of the average of the three lowest VWAPs (as defined in the 3 rd Lind Note) during

the 20 trading days prior to conversion (“Variable Price”), subject to adjustment (the “Note Shares”).

“Fixed Price”) and (ii) 90% of the average of the three lowest VWAPs (as defined in the 3 rd Lind Note) during the

20 trading days prior to conversion (“Variable Price”), subject to adjustment (the “Note Shares”).

Notwithstanding

the foregoing, provided that no Event of Default (as defined in the 3 rd Lind Note) shall have occurred, conversions under

the 3 rd Lind Note shall be at the Fixed Price for the first 180 days following the closing date.

Lind will also receive a

5-year, common stock purchase warrant (the “3 rd Lind Warrant”) to purchase up to 1,000,000 shares of the Company’s

the foregoing, provided that no Event of Default (as defined in the 3 rd Lind Note) shall have occurred, conversions under the

3 rd Lind Note shall be at the Fixed Price for the first 180 days following the closing date.

Lind will also receive a 5-year,

common stock purchase warrant (the “3 rd Lind Warrant”) to purchase up to 1,000,000 shares of the Company’s

common stock at an initial exercise price of $2.00 per share, subject to adjustment (each, a “Warrant Share,” together with

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The parties later agreed to

a floor price of $1.00 for the Variable Price and that the Company would compensate Lind in cash if the Variable Price was less than

such floor price at the time of conversion.

a floor price of $1.00 for the Variable Price and that the Company would compensate Lind in cash if the Variable Price was less than such

floor price at the time of conversion.

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 3 rd Lind Note, in addition to any other remedies under the 3 rd Lind Note or the other Transaction Documents

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 3 rd Lind Note, in addition to any other remedies under the 3 rd Lind Note or the other Transaction Documents

(as defined below).

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new securities.

In connection with the Offering, the Company

and its subsidiaries:

In connection with the Offering, the Company and

its subsidiaries:

(i) Biokey, Inc., a California corporation (“BioKey”), (ii) Biolite Holding, Inc., a Nevada corporation

(“BioLite”), (iii) Biolite BVI, Inc., a British Virgin Islands corporation (“BioLite BVI”) and (iv) American

BriVision Corporation, a Delaware corporation (“American BriVision” and, collectively with the Company, BioKey, BioLite,

and BioLite BVI, the “Guarantors”), jointly and severally guaranteed all of the obligations of the Company in connection

with the offering (the “Guaranty”) with certain collateral, as set forth in the related Transaction Documents (as hereinafter

The sale of the 3 rd Lind Note and the terms of the offering, including the Guaranty are set forth in the securities

purchase agreement, the 3 rd Lind Note, the 3 rd Lind Warrant, the Second Amendment to Guaranty, the Second Amendment

to Security Agreement, and the Second Amendment to Guarantor Security Agreement (collectively, the “Transaction Documents”).

(“BioLite”), (iii) Biolite BVI, Inc., a British Virgin Islands corporation (“BioLite BVI”) and (iv) American BriVision

Corporation, a Delaware corporation (“American BriVision” and, collectively with the Company, BioKey, BioLite, and BioLite

BVI, the “Guarantors”), jointly and severally guaranteed all of the obligations of the Company in connection with the offering

(the “Guaranty”) with certain collateral, as set forth in the related Transaction Documents (as hereinafter defined).

sale of the 3 rd Lind Note and the terms of the offering, including the Guaranty are set forth in the securities purchase agreement,

the 3 rd Lind Note, the 3 rd Lind Warrant, the Second Amendment to Guaranty, the Second Amendment to Security Agreement,

and the Second Amendment to Guarantor Security Agreement (collectively, the “Transaction Documents”).

Allele Capital Partners, LLC (“Allele”)

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the Company has agreed to pay certain expenses

of the placement agent in connection with the offering and issued them a warrant to purchase up to 25,000 shares of common stock, on

the same terms as set forth in the 3 rd Lind Warrant.

of the placement agent in connection with the offering and issued them a warrant to purchase up to 25,000 shares of common stock, on the

same terms as set forth in the 3 rd Lind Warrant.

The securities purchase agreement also contains

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and other obligations and rights of the parties.

The foregoing description of the Transaction

Documents is qualified by reference to the full text of the forms of the Transaction Documents, which are filed as Exhibits hereto and

incorporated herein by reference.

The foregoing description of the Transaction Documents

is qualified by reference to the full text of the forms of the Transaction Documents, which are filed as Exhibits hereto and incorporated

herein by reference.

Financing in 2023

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subject to adjustment.

Notwithstanding the foregoing, provided that no Event of Default (as defined in the 2 nd Lind Note)

shall have occurred, conversions under the 2 nd Lind Note shall be at the Fixed Price for the first 180 days following the

closing date.

Lind will also receive a 5-year, common stock purchase warrant (the “2 nd Lind Warrant”) to purchase

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

Notwithstanding the foregoing, provided that no Event of Default (as defined in the 2 nd Lind Note) shall

have occurred, conversions under the 2 nd Lind Note shall be at the Fixed Price for the first 180 days following the closing

Lind will also receive a 5-year, common stock purchase warrant (the “2 nd Lind Warrant”) to purchase up to

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

later agreed to a floor price of $1.00 for the Variable Price and that the Company would compensate Lind in cash if the variable price

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Upon the occurrence of any Event of Default (as

defined in the 2 nd Lind Note), the Company must pay Lind an amount equal to 120% of the then outstanding principal amount

of the 2 nd Lind Note, in addition to any other remedies under the 2 nd Lind Note or the other Transaction Documents

defined in the 2 nd Lind Note), the Company must pay Lind an amount equal to 120% of the then outstanding principal amount of

the 2 nd Lind Note, in addition to any other remedies under the 2 nd Lind Note or the other Transaction Documents

(as defined below).

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corporation (“BioLite”), (iii) Biolite BVI, Inc., a British Virgin Islands corporation (“BioLite BVI”) and (iv)

American BriVision Corporation, a Delaware corporation (“American BriVision” and, collectively with the Company, BioKey,

BioLite, and BioLite BVI, the “Guarantors”), jointly and severally guaranteed all of the obligations of the Company in connection

with the 2 nd Lind Offering (the “Guaranty”) with certain collateral, as set forth in the related Transaction Documents

American BriVision Corporation, a Delaware corporation (“American BriVision” and, collectively with the Company, BioKey, BioLite,

and BioLite BVI, the “Guarantors”), jointly and severally guaranteed all of the obligations of the Company in connection with

the 2 nd Lind Offering (the “Guaranty”) with certain collateral, as set forth in the related Transaction Documents

(as hereinafter defined).

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and other obligations and rights of the parties.

The foregoing description of the Transaction

Documents is qualified by reference to the full text of the forms of the Transaction Documents, which are filed as Exhibits hereto and

incorporated herein by reference.

As of June 30, 2024, this February 2023 Lind

Note was fully repaid.

The foregoing description of the Transaction Documents

is qualified by reference to the full text of the forms of the Transaction Documents, which are filed as Exhibits hereto and incorporated

herein by reference.

As of June 30, 2024, this February 2023 Lind Note

was fully repaid.

On February 23, 2023, the Company entered into a securities purchase agreement (the “Lind Securities Purchase

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(the “Monthly Payments”).

At the Company’s discretion, the Monthly Payments shall be made in (i) cash, (ii) shares

of the Company’s common stock, or (iii) a combination of cash and Shares;

At the Company’s discretion, the Monthly Payments shall be made in (i) cash, (ii) shares of

the Company’s common stock, or (iii) a combination of cash and Shares;

if made in shares, the number of shares shall be determined

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

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

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

cannot make any assurances regarding the likelihood, certainty, or exact timing of the Company’s ability to increase its market

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

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

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

The Company cannot

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

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

The Lind Warrant may be exercised via cashless

Pursuant to the terms of the Lind Securities

Purchase Agreement, if at any time prior to a date that is 18 months following the closing of the Lind Offering, the Company proposes

to offer or sell any additional securities in a subsequent financing, the Company shall first offer Lind the opportunity to purchase

up to 10% of such new securities.

Pursuant to the terms of the Lind Securities Purchase

Agreement, if at any time prior to a date that is 18 months following the closing of the Lind Offering, the Company proposes to offer

or sell any additional securities in a subsequent financing, the Company shall first offer Lind the opportunity to purchase up to 10%

of such new securities.

In connection with the Lind Offering, the Company

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(i) BioKey, Inc., a California corporation (“BioKey”), (ii) Biolite Holding, Inc., a Nevada corporation

(“BioLite”), (iii) Biolite BVI, Inc., a British Virgin Islands corporation (“BioLite BVI”) and (iv) American

BriVision Corporation, a Delaware corporation (“American BriVision” and, collectively with the Company, BioKey, BioLite,

and BioLite BVI, the “Guarantors”), jointly and severally guaranteed all of the obligations of the Company in connection

with the Lind Offering (the “Guaranty”) with certain collateral, as set forth in the related Transaction Documents (as hereinafter

(“BioLite”), (iii) Biolite BVI, Inc., a British Virgin Islands corporation (“BioLite BVI”) and (iv) American BriVision

Corporation, a Delaware corporation (“American BriVision” and, collectively with the Company, BioKey, BioLite, and BioLite

BVI, the “Guarantors”), jointly and severally guaranteed all of the obligations of the Company in connection with the Lind

Offering (the “Guaranty”) with certain collateral, as set forth in the related Transaction Documents (as hereinafter defined).

The sale of the Lind Note and the terms of the

Lind Offering, including the Guaranty are set forth in the Lind Securities Purchase Agreement, the Note, the Warrant, a Security Agreement,

Guarantor Security, Guaranty, a Trademark Security Agreement with Rgene Corporation, a Trademark Security Agreement with BioFirst, a

Patent Security Agreement, a Copyright Security Agreement and a Stock Pledge Agreement (collectively, the “Transaction Documents”).

Guarantor Security, Guaranty, a Trademark Security Agreement with Rgene Corporation, a Trademark Security Agreement with BioFirst, a Patent

Security Agreement, a Copyright Security Agreement and a Stock Pledge Agreement (collectively, the “Transaction Documents”).

Allele Capital Partners, LLC (“Allele”)

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purchase warrants to purchase 6% of the number of shares of common stock issuable under the Lind Note.

We also agreed to pay certain

expenses of the placement agent in connection with the Lind Offering.

We also agreed to pay certain expenses

of the placement agent in connection with the Lind Offering.

Pursuant to the Lind Securities Purchase Agreement,

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million for 10 consecutive days through February 23, 2024.

Notwithstanding the waiver, Lind retains its right to exercise conversion

rights under 2.2(a), 2.2(c)(2)(x) and 3.1 of the Note, which could result in a substantial amount of common stock issued at a significant

discount to the trading price of the Company’s common stock.

Notwithstanding the waiver, Lind retains its right to exercise conversion rights

under 2.2(a), 2.2(c)(2)(x) and 3.1 of the Note, which could result in a substantial amount of common stock issued at a significant discount

to the trading price of the Company’s common stock.

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

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

The foregoing description of the Transaction

Documents is qualified by reference to the full text of the forms of the Transaction Documents, which are filed as Exhibits hereto and

incorporated herein by reference.

The foregoing description of the Transaction Documents

is qualified by reference to the full text of the forms of the Transaction Documents, which are filed as Exhibits hereto and incorporated

herein by reference.

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

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Key elements of our business strategy include:

to the pivotal trial phase of ABV-1701 Vitargus ® for the treatments of Retinal

Detachment or Vitreous Hemorrhage, which we expect to generate revenues in the future.

on licensing ABV-1504 for the treatment of major depressive disorder, MDD, after the successful

completion of its Phase II clinical trials.

Phase II, Part 2 clinical trial for ABV-1505 for the treatment of attention deficit hyperactivity

disorder, ADHD.

licensing drug candidates and medical device candidates to major pharmaceutical companies

for phase III and pivotal clinical trials, as applicable, and further marketing if approved

Advancing to the pivotal trial phase of ABV-1701 Vitargus ® for the treatments of Retinal Detachment or Vitreous Hemorrhage, which we expect to generate revenues in the future.

Focusing on licensing ABV-1504 for the treatment of major depressive disorder, MDD, after the successful completion of its Phase II clinical trials.

Completing Phase II, Part 2 clinical trial for ABV-1505 for the treatment of attention deficit hyperactivity disorder, ADHD.

Out licensing drug candidates and medical device candidates to major pharmaceutical companies for phase III and pivotal clinical trials, as applicable, and further marketing if approved by the FDA.

We plan to augment our core research and development

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

● nonrefundable

upfront license fees,

● development

and commercial milestones,

or complete reimbursement of research and development costs and

on net sales of licensed products.

nonrefundable upfront license fees,

development and commercial milestones,

partial or complete reimbursement of research and development costs and

royalties on net sales of licensed products.

Each type of payments results in revenue except

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The Company had multiple deliverables under the

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

marketing activities.

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

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

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

The Company reviews the

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

on a prospective basis.

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

of future revenue recognition.

Collaborative agreement with

ForSeeCon Eye Corporation, a related party

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

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

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

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

The Company reviews the estimated

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

prospective basis.

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

future revenue recognition.

Collaborative agreement with ForSeeCon Eye

Corporation, a related party

On March 25, 2024, the Company and BioFirst each

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

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

The license covers Vitargus Products’ clinical trial, registration,

manufacturing, supply, and distribution rights;

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

June 30, 2025, the Company has received 5,000,000 FEYE shares but did not recognize such licensing revenue since the fair value of FEYE

stock is uncertain.

September 30, 2025, the Company has received 5,000,000 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

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

In 2024 the Company received in cash and recognized revenue $296,000,

pursuant to the Amendment.

There was no transaction incurred during the period ended June 30, 2025.

For the nine months ended September 30, 2025 and 2024, the Company

received $200,000 and $296,000, respectively, as partial milestone payments and recognized as licensing revenue according to ASC 606.

Collaborative agreement with OncoX BiopPharma,

Inc., a related party

On April 16, 2024, the Company entered into a

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

to which the Company will grant Oncox an exclusive right to develop and commercialize ABVC’s single-herb botanical drug extract

from the dry fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Non-Small Cell Lung Cancer (the “Lung Cancer Products”),

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

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

(or 1,250,000 Oncox shares valued at $5 per share 1 ) 30 days after entering into the agreement and $625,000, 30 days following

the completion of Oncox’s next round of fundraising, of which there is no guarantee;

ABVC is also entitled to 5% royalties based

on the Net Sales, as defined in the April 2024 Oncox Agreement, from the first commercial sale of the Lung Cancer Product in North America,

of which there can be no guarantee.

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

terms.In 2024 the Company received in cash and recognized revenue of $200,000, pursuant to the agreement.

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

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

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

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

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

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

Oncox shares valued at $5 per share 1 ) 30 days after entering into the agreement and $625,000, 30 days following the completion

of Oncox’s next round of fundraising, of which there is no guarantee;

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

as defined in the April 2024 Oncox Agreement, from the first commercial sale of the Lung Cancer Product in North America, of which there

can be no guarantee.

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

months ended September 30, 2025 and 2024, the Company received $595,950 and $200,000 as partial milestone payments and recognized as licensing

revenue according to ASC 606.

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

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

Oncox may remit cash payments of

at least $100,000 towards the licensing fees and deductible from the second milestone payment;

each licensor is also entitled to royalties

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

The Company will

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

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

towards the licensing fees and deductible from the second milestone payment;

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

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

The Company will permit Oncox

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

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

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Oncox may use its revenue to fund the licensing fees.

Collaborative agreements with

BHK, a related party

(i) In February and December of

2015, BioLite, Inc.

entered into a total of three joint venture agreements with BioHopeKing to jointly develop ABV-1501 for Triple Negative

Breast Cancer (TNBC), ABV-1504 for MDD and ABV-1505 for ADHD.

The agreements granted marketing rights to BioHopeKing for certain Asian

countries in return for a series of milestone payments totaling $10 million in cash and equity of BioHopeKing or equity securities owned

by BioHopeKing.

Collaborative agreements with BHK, a related

In February and December of 2015, BioLite, Inc.

entered into a total of three joint venture agreements with BioHopeKing to jointly develop ABV-1501 for Triple Negative Breast Cancer (TNBC), ABV-1504 for MDD and ABV-1505 for ADHD.

The agreements granted marketing rights to BioHopeKing for certain Asian countries in return for a series of milestone payments totaling $10 million in cash and equity of BioHopeKing or equity securities owned by BioHopeKing.

The milestone payments are determined by a schedule

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New Drug Application (NDA) Submission

December of 2015, BHK paid the initial cash payment of $1 million upon the execution of the

BHK Agreement.

The Company concluded that certain deliverables are considered separate units

of accounting as the delivered items have value to the customer on a standalone basis and

recognized this cash payment as collaboration revenue when all research, technical, and development

data was delivered to BHK in 2015.

The payment included compensation for past research efforts

and contributions made by BioLite Taiwan before the BHK agreement was signed and does not

relate to any future commitments made by BioLite Taiwan and BHK in the BHK Agreement.

August 2016, the Company received the second milestone payment of $1 million, and recognized

collaboration revenue for the year ended December 31, 2016.

The Company completed the phase

II clinical trial for ABV-1504 MDD on October 31, 2019, but has not yet completed the phase

II clinical trial for ABV-1505 ADHD.

addition to the milestone payments, BioLite Inc.

is entitled to receive a royalty equal to

12% of BHK’s net sales related to ABV-1501, ABV-1504 and ABV-1505 Products.

30, 2025, the Company has not earned royalties under the BHK Co-Development Agreement.

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 December of 2015, BHK paid the initial cash payment of $1 million upon the execution of the BHK Agreement.

The Company concluded that certain deliverables are considered separate units of accounting as the delivered items have value to the customer on a standalone basis and recognized this cash payment as collaboration revenue when all research, technical, and development data was delivered to BHK in 2015.

The payment included compensation for past research efforts and contributions made by BioLite Taiwan before the BHK agreement was signed and does not relate to any future commitments made by BioLite Taiwan and BHK in the BHK Agreement.

In August 2016, the Company received the second milestone payment of $1 million, and recognized collaboration revenue for the year ended December 31, 2016.

The Company completed the phase II clinical trial for ABV-1504 MDD on October 31, 2019, but has not yet completed the phase II clinical trial for ABV-1505 ADHD.

In addition to the milestone payments, BioLite Inc.

is entitled to receive a royalty equal to 12% of BHK’s net sales related to ABV-1501, ABV-1504 and ABV-1505 Products.

As of September 30, 2025, the Company has not earned royalties under the BHK Co-Development Agreement.

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.

Co-Development agreement with BioLite Japan

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other territory or businesses as may from time to time be agreed by an amendment to the Agreement.

The closing of the transaction is

conditioned upon the approval and receipt of all necessary government approvals, which have been received.

The closing of the transaction is conditioned

upon the approval and receipt of all necessary government approvals, which have been received.

Pursuant to the Agreement and the related share

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there shall be 3 directors of BioLite JP, consisting of 1 director appointed by the Company and 2 appointed by Lucidiam.

shall appoint Eugene Jiang, the Company’s current Chairman and Chief Business Officer and Lucidaim shall appoint Michihito Onishi;

the current director of BioLite JP, Toru Seo (who is also a director of BioLite Japan’s other shareholder), is considered the second

The Company shall

appoint Eugene Jiang, the Company’s current Chairman and Chief Business Officer and Lucidaim shall appoint Michihito Onishi;

current director of BioLite JP, Toru Seo (who is also a director of BioLite Japan’s other shareholder), is considered the second

Lucidaim director.

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on the Completion Date.

As per the Agreement, the Shareholders shall

supervise and manage the business and operations of BioLite JP.

The directors shall not be entitled to any renumeration for their services

as a director and each Shareholder can remove and replace the director he/she/it appointed.

If a Shareholder sells or disposes of all

of its Ordinary Shares, the director such Shareholder appointed must tender his/her resignation.

The Agreement also sets forth certain

corporate actions that must be pre-approved by all Shareholders (the “Reserved Matters”).

If the Shareholders are unable

to make a decision on any Reserved Matter, then either Shareholder can submit a deadlock notice to the other shareholder, 5 days after

which they must refer the matter to each Shareholder’s chairman and use good faith to resolve the dispute.

If such dispute is not

resolved within 10 days thereafter, then either Shareholder can offer to buy all of the other Shareholder’s Ordinary Shares for

cash at a specified price;

As per the Agreement, the Shareholders shall supervise

and manage the business and operations of BioLite JP.

The directors shall not be entitled to any renumeration for their services as a

director and each Shareholder can remove and replace the director he/she/it appointed.

If a Shareholder sells or disposes of all of its

Ordinary Shares, the director such Shareholder appointed must tender his/her resignation.

The Agreement also sets forth certain corporate

actions that must be pre-approved by all Shareholders (the “Reserved Matters”).

If the Shareholders are unable to make a decision

on any Reserved Matter, then either Shareholder can submit a deadlock notice to the other shareholder, 5 days after which they must refer

the matter to each Shareholder’s chairman and use good faith to resolve the dispute.

If such dispute is not resolved within 10 days

thereafter, then either Shareholder can offer to buy all of the other Shareholder’s Ordinary Shares for cash at a specified price;

if there is not affirmative acceptance of the sale, the sale shall proceed as set forth in the sale offer.

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each Shareholder agrees to guarantee such bank facility if the bank requires a guarantee.

Accordingly, the Company may be liable for

the bank facility in an amount up to JPY 14,925,400 (approximately $134,000), which represents 49% of the maximum bank facility.

Agreement further provides that BioLite JP shall issue annual dividends at the rate of at least 1.5% of Biolite’s profits, if it

has sufficient cash to do so.

Accordingly, the Company may be liable for the

bank facility in an amount up to JPY 14,925,400 (approximately $134,000), which represents 49% of the maximum bank facility.

The Agreement

further provides that BioLite JP shall issue annual dividends at the rate of at least 1.5% of Biolite’s profits, if it has sufficient

cash to do so.

Pursuant to the agreement between the Company

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In addition, BioKey provides a variety of regulatory

services tailored to the needs of its customers, which include proofreading and regulatory review of submission documents related to

formulation development, clinical trials, marketed products, generics, nutraceuticals and OTC products and training presentations.

addition to supporting ABVC’s new drug development, BioKey submits INDs, NDAs, ANDAs, and DMFs to the FDA, on ABVC’s behalf

in compliance with new electronic submission guidelines of the FDA.

services tailored to the needs of its customers, which include proofreading and regulatory review of submission documents related to formulation

development, clinical trials, marketed products, generics, nutraceuticals and OTC products and training presentations.

In addition to

supporting ABVC’s new drug development, BioKey submits INDs, NDAs, ANDAs, and DMFs to the FDA, on ABVC’s behalf in compliance

with new electronic submission guidelines of the FDA.

Impact of COVID-19 Outbreak

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with policy changes planned for the summer will further increase research activity and support a return to pre-COVID-19 demand levels

The global pandemic of COVID-19 continues to

evolve rapidly, and we will continue to monitor the situation closely, including its potential effect on our plans and timelines.

Additionally, it is reasonably possible that

estimates made in the financial statements have been, or will be, materially and adversely impacted in the near term as a result of these

conditions, including losses on inventory;

The global pandemic of COVID-19 continues to evolve

rapidly, and we will continue to monitor the situation closely, including its potential effect on our plans and timelines.

Additionally, it is reasonably possible that estimates

made in the financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions,

including losses on inventory;

impairment losses related to goodwill and other long-lived assets and current obligations.

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The Company restated its financial statements

as of and for the year ended December 31, 2023 (the “2023 Restatement”), to correct misstatements in those prior periods

related to improperly applying accounting guidance on the share-based payments, incorrectly recognizing interest expenses upon the conversion

as of and for the year ended December 31, 2023 (the “2023 Restatement”), to correct misstatements in those prior periods related

to improperly applying accounting guidance on the share-based payments, incorrectly recognizing interest expenses upon the conversion

of convertible debts, and misidentifying the existence of non-controlling interest of our subsidiary.

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

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

fair value (Level 1).

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

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

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

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

on the same day to several consultants.

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

value (Level 1).

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

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

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

The Company also corrected

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

day to several consultants.

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

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for the year ended December 31, 2023.

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

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

In November 2023, the Company and one of its

subsidiaries entered into a licensing agreement with AiBtl.

The Company accounted for a 100% control of AiBtl as of December 31, 2023,

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

Such shares reduced the Company’s controlling interest from 100% to 69.70%.

Accordingly, the Company adjusted the relevant accounts

in our consolidated financial statements.

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

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

In November 2023, the Company and one of its subsidiaries

entered into a licensing agreement with AiBtl.

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

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

Such shares reduced

the Company’s controlling interest from 100% to 69.70%.

Accordingly, the Company adjusted the relevant accounts in our consolidated

financial statements.

As discussed in Note 12 to the financial statements

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costs of services should be recognized along with the period when services are received.

Therefore, the Company reversed share-based

compensation expenses of $451,480 and $902,960 for the years ended December 31, 2024 and 2023, respectively.

The accumulated deficit

as of December 31, 2022, was corrected with the Stock Subscription Receivables for $1,354,440 as a result of such adjustments.

For further details about the impact of the Restatement,

please see the Notes to the Company’s financial statements for the year ended December 31, 2024, included in its Annual Report

on Form 10-K that was filed with the SEC on April 15, 2025.

After discussing the issue with Simon & Edward, LLP (“S&E”),

the Company’s management determined that the Company is not required to file an amendment to the Annual Report on Form 10-K for

the year ended December 31, 2023.

Therefore, the Company reversed share-based compensation

expenses of $451,480 and $902,960 for the years ended December 31, 2024 and 2023, respectively.

The accumulated deficit as of December

31, 2022, was corrected with the Stock Subscription Receivables for $1,354,440 as a result of such adjustments.

For further details about the impact of the restatement, please see

the Notes to the Company’s financial statements for the year ended December 31, 2024, included in its Annual Report on Form 10-K

that was filed with the SEC on April 15, 2025.

After discussing the issue with Simon & Edward, LLP (“S&E”), the Company’s

management determined that the Company is not required to file an amendment to the Annual Report on Form 10-K for the year ended December

Summary of Critical Accounting Policies

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in preparing quarterly and annual financial statements.

Certain information and footnote disclosures normally included in the annual

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

Certain information and footnote disclosures normally included in the annual consolidated

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

GAAP”) have been condensed or omitted.

These unaudited consolidated financial statements should be read in conjunction

with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on

Form 10-K for the year ended December 31, 2024, filed with the SEC on April 15, 2025 (“2024 Form 10-K.”)

These unaudited consolidated financial statements should be read in conjunction with the

Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K

for the year ended December 31, 2024, filed with the SEC on April 15, 2025 (“2024 Form 10-K.”)

Estimates and Assumptions

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Recent Accounting Pronouncements

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

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

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

The guidance does not apply

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

ASU 2023-05 is effective for

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

The Company is currently evaluating the

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

Results of Operations - Three

Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024.

In November 2024, the FASB issued ASU No.

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.

Early adoption is permitted.

This ASU will likely result in the required additional disclosures being

included in our consolidated financial statements once adopted.

Recent Business Developments

Land and Infrastructure Investment

During the quarter, the Company advanced its infrastructure

development strategy through the acquisition and planning of land assets in Taiwan, including the Shuling property in Taoyuan.

This investment

supports the establishment of future research, development, and manufacturing facilities intended to enhance long-term operational capabilities

and reduce reliance on third-party contractors.

Intergroup/Related Party Funding and Strategic Support

The Company provided short-term operational funding

support to BioFirst to maintain progress toward regulatory and manufacturing milestones.

These advances are intended to safeguard the

value of the Company’s existing investment and facilitate future cash inflows once BioFirst’s GMP pilot plant becomes operational

and clinical materials for Vitargus® are produced for pivotal trials.

Strengthened Capital Structure

The Company completed the full repayment of

its outstanding convertible notes (the Lind Notes) with Lind Partners, significantly reducing debt obligations and potential

dilution therefrom.

The deleveraging has strengthened the Company’s financial flexibility and improved its balance sheet position for

future partnerships and capital market activities.

Integration and Collaboration Progress within the ABVC group

ABVC continued to align its subsidiary, AiBtl

BioPharma, and equity investments, OncoX BioPharma, and ForSeeCon Eye Corporation, with the Company’s business strategies and operational

While intercompany transactions are eliminated in the consolidated financial statements, these collaborations have and will

continue to improve resource utilization, accelerate product development, and support early-stage licensing and service revenues across

Outlook and Cash Flow Planning

Management is focused on converting its strategic

investments into sustainable revenue through licensing, milestone payments, and the expansion of its CDMO service platform to CRDMO platform

as a one-shot solution for pharmaceutical solutions.

The Company anticipates that ongoing affiliate integration and project execution

will contribute positively to cash flows over the next 12 months.

Results of Operations - Three Months

Ended September 30, 2025 Compared to Three Months Ended September 30, 2024.

The following table presents, for the three months

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Three Months Ended

2024 (Restated)

Gross Profits

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$ (1,168,410 )

$ (1,434,876 )

Other Income (Expense)

Interest (Expense), Net

Interest Income (Expense), Net

Net Income (Loss)

$ (1,287,523 )

$ (1,047,412 )

$ (1,285,421 )

We generated $0 and $117,142

in revenues for the three months ended June 30, 2025 and 2024, respectively.

The revenue recognized in 2024 was mainly due to the milestone

revenue recognized from licensing to ForSeeCon.

Operating Expenses.

Our operating

expenses have increased by $1,317,924 or 135%, to $2,294,983 for the three months ended June 30, 2025 from $977,059 for the three months

ended June 30, 2024.

Such an increase in operating expenses was mainly due to the Company hired certain consultants and advisors for business

opportunity and financial advisory services during this period.

Other Income (Expense) .

expense was $14,223 for the three months ended June 30, 2025, compared to other expense of $289,199 for the three months ended June 30,

The change was principally caused by the decrease in interest expense and increase in foreign exchange income.

Interest income (expense), net.

was $(110,274) for the three months ended June 30, 2025, compared to ($179,938) for the three months ended June 30, 2024.

of $69,664, or approximately 39%, was primarily due to the decrease in interest expense due to less amount of converted notes resulted

in less amount of interest expenses.

As a result of the

above factors, our net loss was $2,332,833 for the three months ended June 30, 2025 compared to $1,047,412 for the three months ended

June 30, 2024, representing an increase of $1,285,421, or 123%.

Results of Operations - Six Months Ended June

30, 2025 Compared to Six Months Ended June 30, 2024.

The following table presents, for the six months

Revenues We generated $795,950 and

$389,276 in revenues for the three months ended September 30, 2025 and 2024, respectively.

The revenue recognized in 2025 was mainly due

to the milestone revenue recognized from licensing to OncoX and ForSeeCon, while we only received milestone payments from ForSeeCon in

the same period of 2024.

Operating Expenses Our operating

expenses have increased by $1,273,064 or 184%, to $1,964,360 for the three months ended September 30, 2025 from $691,296 for the three

months ended September 30, 2024.

Such an increase in operating expenses was mainly due to the Company hiring certain consultants and advisors

for business opportunity and financial advisory services during this period.

Other Income (Expense) Our other

expense was $118,586 for the three months ended September 30, 2025, compared to other expense of $184,760 for the three months ended September

The change was principally caused by the decrease in interest expense and offset by foreign exchange loss.

Interest income (expense), net was

$16,328 for the three months ended September 30, 2025, compared to ($176,168) for the three months ended September 30, 2024.

of $192,496, or about 109%, was mainly due to lower interest expense from Lind Notes, as fewer notes were converted and thus less interest

was recognized.

Net Loss As a result of the

above factors, our net loss was $1,287,523 for the three months ended September 30, 2025 compared to $487,431 for the three months ended

September 30, 2024, representing an increase of $800,092, or 164%.

Results of Operations - Nine Months Ended September

30, 2025 Compared to Nine Months Ended September 30, 2024.

The following table presents, for the nine months

indicated, our unaudited consolidated statements of operations information.

Six Months Ended

Nine Months Ended

2024 (Restated)

Gross Profits

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$ (4,462,510 )

We generated $0 and $118,347

in revenues for the six months ended June 30, 2025 and 2024, respectively.

The decrease in revenues was mainly due to no cash receipt

from our recent licensing agreements in this period.

We generated $795,950

and $507,623 in revenues for the nine months ended September 30, 2025 and 2024, respectively.

The increase in revenues was mainly due

to the milestone revenue recognized from licensing to OncoX and ForSeeCon, while we only received milestone payments from ForSeeCon in

the same period of 2024.

Operating Expenses.

Our operating

expenses have decreased by $828,254, or 22%, to $2,987,988 for the six months ended June 30, 2025 from $3,816,242 for the six months ended

June 30, 2024.

Such decrease in operating expenses was mainly attributable to the decrease in stock-based compensation expenses by $694,120

which relates to costs in conjunction with employee compensation and non-employee share-based payments.

expenses have increased by $444,810, or 10%, to $4,952,348 for the nine months ended September 30, 2025 from $4,507,538 for the nine months

ended September 30, 2024.

Such increase in operating expenses was mainly attributable to the increase in stock-based compensation expenses

by $346,222 which relates to costs in conjunction with employee compensation and non-employee share-based payments.

Other Income (Expense) .

expense was $265,408 for the six months ended June 30, 2025, compared to other expense of $387,611 for the six months ended June 30, 2024.

The change was principally caused by the decrease in interest expense, while being offset by the increase in foreign exchange income for

the six months ended June 30, 2025.

expense was $383,994 for the nine months ended September 30, 2025, compared to other expense of $572,371 for the nine months ended September

The change was principally caused by the decrease in interest expense from Lind Notes for the nine months ended September 30,

Interest income (expense), net.

was $(314,170) for the six months ended June 30, 2025, compared to $(357,565) for the six months ended June 30, 2024.

The decrease of

$43,395, or approximately 12%, was primarily due to the decrease in interest expense due to recognition of interest expense for the converted

notes for proper accounting purpose .

As a result of the

above factors, our net loss was $3,277,023 for the six months ended June 30, 2025 compared to $3,975,079 for the six months ended June

30, 2024, representing a decrease of $698,056, or 18%.

was $(297,842) for the nine months ended September 30, 2025, compared to $(533,733) for the nine months ended September 30, 2024.

decrease of $235,891, or approximately 44%, was primarily due to the decrease in interest expense due to recognition of interest expense

for the converted notes for proper accounting purpose .

Net Loss As a result of the

above factors, our net loss was $4,564,546 for the nine months ended September 30, 2025 compared to $4,462,510 for the nine months ended

September 30, 2024, representing a decrease of $102,036, or 2%.

Asset Recognition and Investment Reclassification

Acquisition of land in Puli Township, Taiwan

On March 31, 2025, the Company recorded the acquisition

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of the investment’s expected holding period and strategic purpose, after entering into the convertible note loan in 2023.

changes increased total assets and stockholders’ equity as of June 30, 2025.

changes increased total assets and stockholders’ equity as of September 30, 2025.

Notwithstanding these improvements in the Company’s

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and external financing options.

To further secure the ownership of land, the

board of AiBtl authorized Ms.

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

The title was transferred to Ms.

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 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”).

Shuling is a director of the Company, and owns over 10% of the Company’s issued and outstanding shares of common stock as of June

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 the warrants and restricted shares are issued on July 15, 2025 and July 16, 2025, respectively.

recognized $3,857,975 as the cost of the land and $500,000 liability on its balance sheet.

Liquidity and Capital Resources

Working Capital

September 30,

Current Assets

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Going Concern and Liquidity Consideration

For 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 $3,762,113.

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 concern.

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.

Management’s plan is to continue to improve

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Notably, the Company has reduced a substantial

amount of convertible debts during the six months ended June 30, 2025, from $0.95 million to $0.24 million.

We also reduced our outstanding

warrants from 2.0 million shares to 1 million shares in six months ended June 30, 2025, receiving around $411,667 in cash (further reduced

0.5 million shares in July 2025).

amount of convertible debts during the nine months ended September 30, 2025, from $0.95 million to $0.22 million.

We also reduced our

outstanding warrants previously issued to LIND from 2.0 million shares to 0.5 million shares in nine months ended September 30, 2025,

receiving around $991,366 in cash.

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

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to generate positive cash flows to meet our operational needs.

Six Months Ended June 30

2024 (Restated)

Nine Months Ended September 30

Cash Flow Used In Operating Activities

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Cash Flow Used in Investing Activities

$ (1,939,136 )

Cash Flow Provided by Financing Activities

Cash Flow from Operating Activities

During the six months ended June 30, 2025 and

2024, the net cash used in operating activities were $1,434,007 and $1,167,241, respectively.

The increase was primarily due to the increase

in due from related parties.

The Company has been strictly control the operating cash outflow, such as making certain payments with shares

in lieu of cash, extending vendors’ payment terms, and other initiatives to save the cash burn.

During the nine months ended September 30, 2025

and 2024, the net cash used in operating activities were $1,567,264 and $1,107,011, respectively.

The increase was primarily due to the

increase in due from related parties.

The Company has been strictly control the operating cash outflow, such as making certain payments

with shares in lieu of cash, extending vendors’ payment terms, and other initiatives to save the cash burn.

Cash Flow from Investing Activities

During the six months ended June 30, 2025 and

2024, the main investing activity is the loan of funds to related parties for their operating needs.

During the nine months ended September 30, 2025

and 2024, the main investing activity is the loan of funds to related parties for their operating and research and development needs.

Cash Flow from Financing Activities

During the six months ended June 30, 2025 and

2024, the net cash provided by financing activities were $2,356,083 and $1,726,303, respectively.

The increase in net cash provided by

financing activities were primarily due to the proceeds from a series of private offerings, and LIND’s exercise of warrants, offsetting

by the repayment in short-term loans and due to related parties.

During the nine months ended September 30, 2025

and 2024, the net cash provided by financing activities were $3,488,478 and $1,644,947, respectively.

The increase in net cash provided

by financing activities were primarily due to the proceeds from a series of private offerings, and LIND’s exercise of warrants,

offsetting by the repayment in short-term loans and due to related parties.

QUANTITATIVE AND QUALITATIVE

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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 2. Management’s Discussion and Analysis