ABVC BIOPHARMA, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Exchange Act as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report to provide reasonable assurance that material information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms due to the material weakness described below. Management’s Report on Internal Control over Financial Reporting Our Chief Executive Officer, as the principal executive officer (chief executive officer) and principal financial officer (chief financial officer), is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) or 15d-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, our internal controls and procedures may not prevent or detect misstatements. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Management conducted an evaluation, under the supervision and with the participation of our principal executive officer and interim principal financial officer, of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We have identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses were identified: i. We did not design and maintain an effective control environment commensurate with the financial reporting requirements of a public company. Specifically, we lacked a sufficient number of professionals with an appropriate level of internal controls and accounting knowledge, training, and experience to appropriately analyze, record and disclose accounting matters timely and accurately. Additionally, the lack of a sufficient number of professionals resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of our financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in our finance and accounting functions. This material weakness contributed to the following additional material weaknesses. 78 ii. We did not design and maintain effective controls over financial reporting to properly recognize certain share-based payments, including the recognition prices and the amortization periods, or interest expenses upon the conversion of convertible debts or to identify and quantify our interest level in our subsidiaries. iii. We did not design and maintain effective controls related to the identification of and accounting for certain non-routine, unusual or complex transactions, including the proper application of GAAP to such transactions. Specifically, we did not design and maintain the effective control over reviewing the related agreements before and after entering into the transactions, as well as the control over application of appropriate US GAAP accounting guidance. Additionally, we incorrectly applied ASC 718 regarding the appropriate period in which to recognize share-based compensation expense related to services. The material weaknesses discussed above resulted in the restatement of our previously filed financial statements for the year ended December 31, 2023. The material weaknesses discussed above also resulted in the restatement of our previously filed financial statements for the quarterly period ended September 30, 2025. As a result of the material weaknesses disclosed above, management has concluded that we did not maintain effective internal control over financial reporting as of December 31, 2025. We are developing a plan to ensure that all information will be recorded, processed, summarized and reported accurately, and as of the date of this report, we are working to hire personnel with the requisite technical accounting knowledge to remediate the material weakness as soon as possible. This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report. Changes in Internal Control over Financial Reporting No change in our system of internal control over financial reporting occurred during the fourth quarter of the fiscal year ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION (a) None. (b) During the fiscal year ended December 31, 2025, none of our officers or directors, as defined in Rule 16a-1(f), informed us of the adoption , modification or termination of any “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 79 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Dr. Howard Doong resigned from his position as the Company’s CEO on June 21, 2023. His decision to resign was not the result of any disagreements with the Company on any matter related to the operations, policies or practices of the Company. The Company’s board of directors appointed Dr. Uttam Patil to replace Dr. Doong as the Company’s CEO. Effective as of June 13, 2023, Dr. Richard King resigned as the Company’s Chief Scientific Officer. His decision to resign was not the result of any disagreements with the Company on any matter related to the operations, policies or practices of the Company. On that same date, the Company’s board of directors appointed Dr. Tsung-Shann Jiang to replace Dr. King as the Company’s CSO. 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. The following table sets forth as of the date of this annual report, the name, age, and position of each executive officer and director and the term of office of each such person. Set forth below is certain biographical information regarding each of our directors and officers as of the date of this annual report. Name Age Title Eugene Jiang 39 Chairman of the Board and Chief Business Officer (“CBO”) Dr. Uttam Patil 40 Chief Executive Officer (“CEO”), Interim CFO Dr. Tsung-Shann (T.S.) Jiang 72 Chief Scientific Officer (“CSO”), Chief Strategy Officer (“CSTRO”) and Director Dr. Tsang Ming Jiang 65 Director Dr. Chang-Jen Jiang 70 Director Norimi Sakamoto 55 Independent Director Yen-Hsin Chou 37 Independent Director Hsin-Hui Miao 60 Independent Director Yoshinobu Odaira 78 Independent Director Che-Wei Hsu 44 Independent Director Shuling Jiang 70 Director Yu-Min (Francis) Chung 61 Independent Director Eugene Jiang served as our CEO and President from the Company’s inception in July 2015 until he resigned on September 15, 2017. He remains the Chairman of the Board. He has also served as our CBO since September 2019 and serves as the CBO of BioKey, Inc. Since March 13, 2025, Eugene Jiang was appointed as AiBtl’s Chief Financial Officer. Mr. Jiang has also served as Director for BioLite Incorporation since June 2015 and as Director for BioFirst Corp. since 2012. He has also served as CEO for Genepro Investment Company since March 2010. Mr. Jiang obtained a PMBA degree from National Taiwan University in 2017 and an EMBA degree from the University of Texas in Arrington in 2010. And in 2009, Mr. Jiang received a bachelor’s degree in Physical Education from Fu-Jen Catholic University. Dr. Uttam Patil, CEO, was appointed as the Company’s Chief Executive Officer on June 21, 2023; he now serves as interim CFO too. Since March 13, 2025, Dr. Patil was also appointed as AiBtl’s co-CEO. Dr. Patil has served as the Chief Operating and Scientific Officer of the Company’s subsidiary, BioKey, Inc. since May 2023; he also works for Rgene Corporation (a related party), as the R&D Manager since May 2023, after being promoted from Project Manager, to which he serves from August 2022 to May 2023. Prior to that, Dr. Patil was a Post-Doctoral Research Fellow at NTNU from March 2020 to July 2022. In 2019, Dr. Patil received the “Platinum Award” for an Oral Presentation on the topic, “Nucleobase Functionalized Single-Walled Carbon Nanotubes Hybridization with Single-Stranded DNA” at a Workshop on Organic Chemistry for Junior Chemists held in South Korea. Dr. Patil received his Ph.D. in Chemistry from National Tsing Hua University and a Masters in Analytical Chemistry from Pune University, as well as a bachelors in industrial chemistry from Pune University. 80 Dr. T.S. Jiang, has served as the Company’s Chief Strategy Officer since September 2019. Since March 13, 2025, Dr. Jiang was also appointed as AiBtl’s Chief Strategy Officer. Dr. Jiang serves as the CEO of Biokey, Inc. since December 2021, as a director of BioFirst Corp. since 2013, and has been the CEO and chairman of BioLite, Inc., a subsidiary of BioLite BVI, Inc., since January 2010. Prior to BioLite, Dr. Jiang served as the president and/or chairman of multiple biotech companies in Taiwan, including PhytoHealth Corporation from 1998 to 2009 and AmCad BioMed Corporation from 2008 to 2009. In addition, Dr. Jiang is a director on various biotech associations, such as the Taiwan Bio Industry Organization (Taiwan) from 2006 to 2008 and the Chinese Herbs and Biotech Development Association in Taiwan from 2003 to 2006. Dr. Jiang was an assistant professor at University of Illinois from 1981 to 1987 and an associate professor at Rutgers, the State University of New Jersey from 1987 to 1990 and served as a professor at a few Taiwanese universities during a period from 1990 to 1993, such as National Taiwan University, National Cheng Kung University and Tunghai University. Dr. Jiang obtained his bachelor’s degree in Engineering and Chemical Engineering from National Taiwan University in Taiwan in 1976, masters and Ph.D. from Northwestern University in the U.S. in 1981 and Executive Master of Business Administration (“EMBA”) from National Taiwan University in Taiwan in 2007. As a successful entrepreneur, Dr. Jiang has developed and commercialized PG2 Lyo Injection, a new drug to treat cancer-related fatigue. From 1998 to 2009, Dr. T. S. Jiang served as President of Phyto Health Corporation where he led a project team to develop PG2 Injectable. This product was extracted, isolated and purified from a type of Traditional Chinese Medicine. PG2 Injection was intended for cancer patients who had trouble recovering from severe fatigue. Dr. Jiang oversaw and managed the R&D department, daily corporate operations and business of Phyto Health Corporation when he was the President. PG2 Lyo Injection received approval on its NDA from Taiwan Food and Drug Administration in 2010 and later was launched into the Taiwan market in 2012. We believe that Dr. Jiang provides leadership and technological guidance on our strategic development and operations. Dr. Tsang Ming Jiang , has served as a director of BioFirst Corp. since 2017 and as a technical director at Supermicro Computer, Inc. since August 2022. Dr. Jiang served as a technical director at the Industrial Technology Research Institute in Taiwan from February 2017 to July 2021. Prior to joining the Industrial Technology Research Institute as a technical director, Dr. Jiang worked at the Company as chief information officer from November 2016 to January 2017, Ericsson as engineering manager from 2013 to 2016 and the Industrial Technology Research Institute as deputy director from October 2011 to February 2013. In addition, Dr. Jiang worked at several other research institutes, including University of Alaska Fairbanks, National Taiwan University and Chung Cheng University, with his research interest in cloud computing and Internet security, especially in the areas of virtualization, software-defined data centers, SDN enabled networks and big data analytics. Dr. Jiang received his Bachelor of Science in electrical engineering in 1983 and Master of Science in electrical engineering in 1984, both from National Taiwan University, and his Ph.D. in electrical engineering and computer science from University of Illinois at Chicago in 1988. Dr. Tsang Ming Jiang is a brother of Dr. Tsung-Shann Jiang, who together with his wife collectively owns 80% of Lion Arts Promotion, Inc. which has approximately 69.3% of ownership interest in the Company through YuanGene Corporation, a wholly-owned subsidiary of Lion Arts Promotion, Inc. Dr. Chang-Jen Jiang , has served as a director of BioLite Inc. since 2013 and as a director of BioFirst Corp. since 2015. Dr. Jiang has been a pediatrician at the department of pediatrics of Eugene Women and Children Clinic since 2016. Previously, Dr. Chang-Jen worked as an attending doctor at the department of pediatrics of Keelung Hospital, the Ministry of Health and Welfare in Taiwan from 1994 to 2009. Before his position at Keelung Hospital, he was a chief doctor at the department of pediatrics, hematology and oncology of Mackay Memorial Hospital in Taiwan for three years until 1994. Dr. Chang-Jen Jiang obtained his Doctor of Medicine degree (the Taiwanese equivalent degree of MD) from Taipei Medical University in Taiwan in 1982 and started his career in Mackay Memorial Hospital. We believe that the Company will benefit from Dr. Jiang’s knowledge in biology and experiences in medical practice. Norimi Sakamoto , currently serves a director at Shogun Maitake Canada Co., Ltd. from June 2016. Ms. Sakamoto served as the chief executive officer of MyLife Co., Ltd. from June 2013 to March 2020. Ms. Sakamoto started her career in 1997 from Sumitomo Corporation Hokkaido Co., Ltd. in Japan. Ms. Sakamoto received her Bachelor Degree of Arts in travel and tourism from Davis and Elkins College in 1993 and Master of Science in urban studies from the University of New Orleans in 1995. Yen-Hsin Chou , has served as a financial specialist at Mega Bank since 2011. Ms. Chou’s responsibilities primarily include customer services and financial consultations. Ms. Chou received a bachelor’s degree in finance and economics from Yuan Ze University School of Economics in 2010. Hsin-Hui Miao , served as counter manager at Yueh Shan Chi Cram School from August 2021 to May 2022. From August 1988 to July 2021, Ms. Miao was a kindergarten teacher and also severed as the leader of general affairs team at the affiliated high school of Tunghai University, Kindergarten Division. Ms. Miao received her Bachelor Degree of Education from Taichung University of Education in 1998. 81 Yoshinobu Odaira , is an entrepreneur and has founded a number of Japanese agricultural companies, including Yukiguni Maitake, our licensing partner. In 1983, Mr. Odaira established Yukiguni Maitake, which became a public company in Japan in 1994. In 2015, Bain Capital Private Equity purchased Yukiguni Maitake through a tender offer. In addition to his success with Yukiguni Maitake, Mr. Odaira served as the CEO of Yukiguni Shoji Co., Ltd. since 1988, as the CEO of Odaira Shoji Co., Ltd. from 1989 and as a director of Shogun Maitake Japan Co., Ltd. since June 1989. In 2015, Mr. Odaira founded two new companies, Shogun Maitake Canada Co., Ltd. in Canada and Odaira Kinoko Research Co., Ltd. in Japan. Mr. Odaira has served as the CEO and director of Shogun Maitake Canada Co., Ltd. since June 2016. Mr. Odaira served as a director of BioLite Inc. from February 2019 to April 2019. Yoshinobu Odaira graduated from the Ikazawa Junior High School in 1963. We believe that we will benefit from Mr. Odaira’s successful business experience. Che-Wei Hsu , is currently employed as a clerk by Chunghwa Post Co., Ltd. since August 2016; previously she was a teacher in a Junior High School. Ms. Hsu received a bachelor’s degree from Tunghai University School of Chinese Literature in 2004. Shuling Jiang , has served as a director for various companies, including BioLite, Inc. and BioFirst Corp, since 2017 and started to serve as Managing Director for Biokey, Inc. in 2022. Ms. Jiang received a bachelor’s degree from National Taiwan Normal University School of Music in 1978 and a master’s degree from Northwestern University School of Music in 1983. Yu-Min (Francis) Chung , was a Partner at Maxpro Ventures, an investment firm in Taiwan focused on breakthrough biomedical technology companies, from July 2018 to May 2022. Prior to that, he served as Vice President at TaiAn Technology, which is a biotechnology service company and a management company for biotechnology venture capital funds in Taiwan, from June 2016 to June 2018. Mr. Chung received his bachelor’s degree of Science in Chemistry from National Taiwan University in 1987, master’s degree in business administration from National Taiwan University in 2006, and Ph.D. in Pharmacy from University of Iowa in 1995. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires that the members of the Board, our executive officers and persons who own more than 10 percent of a registered class of our equity securities file initial reports of ownership and reports of changes in ownership of our common units and other equity securities with the SEC and any exchange or other system on which such securities are traded or quoted. Based solely upon our review of the Section 16(a) filings that have been furnished to us and representations by our directors and executive officers (where applicable), we believe that all filings required to be made under Section 16(a) during the fiscal year ended December 31, 2025 were timely made. Director Independence The NASDAQ Rules require that a majority of the Board be independent. The Board consists of 11 directors, of which nine are non-management directors. Each year the Board reviews the materiality of any relationship that each of our directors has with the Company, either directly or indirectly. No member of the Board has any relationship or arrangement that would require disclosure under Item 404 of Regulation S-K. For additional information see “Certain Relationships and Related-Party Transactions” in this report. Based on this review, the Board has determined that the following current directors are “independent directors” as defined by the NASDAQ Rules: Messrs. Odaira and Chung and Mses. Sakamoto, Chou and Miao. Each director who is a member of the Audit and Finance Committee, Compensation Committee and Nominating and Corporate Governance Committee is an independent director. Family Relationships There are no family relationships among the executive officers and directors of the Company, except that Dr. Tsang Ming Jiang, Dr. Tsung-Shann Jiang and Dr. Chang-Jen Jiang are brothers, Mr. Eugene Jiang is Dr. Tsung-Shann Jiang’s son, and the marital relationship between Yoshinobu Odaira and Norimi Sakamoto. 82 Board Committees Audit Committee . The Audit Committee of the Board of Directors currently consists of Ms. Chou, Yen-Hsin (Chair), Ms. Miao, Hsin-Hui, and Ms. Hsu, Che-Wei. The functions of the Audit Committee include the retention of our independent registered public accounting firm, reviewing and approving the planned scope, proposed fee arrangements and results of the Company’s annual audit, reviewing the adequacy of the Company’s accounting and financial controls and reviewing the independence of the Company’s independent registered public accounting firm. The Board has determined that Ms. Chou, Ms. Miao and Ms. Hsu are each an “independent director” under the listing standards of The NASDAQ Stock Market. The Board of Directors has also determined Ms. Chou is an “audit committee financial expert” within the applicable definition of the SEC. The Audit Committee is governed by a written charter approved by the Board of Directors, a copy of which is available on our website at www.abvcpharma.com. Information contained on our website are not incorporated by reference into and do not form any part of this report. We have included the website address as a factual reference and do not intend it to be an active link to the website. Compensation Committee . The Compensation Committee of the Board of Directors currently consists of Ms. Norimi Sakamoto (Chair), Ms. Miao, Hsin-Hui, and Ms. Hsu, Che-Wei. The functions of the Compensation Committee include the approval of the compensation offered to our executive officers and recommending to the full Board of Directors the compensation to be offered to our directors, including our Chairman. The Board has determined that Ms. Sakamoto, Ms. Miao and Ms. Hsu are each an “independent director” under the listing standards of The NASDAQ Stock Market LLC. In addition, the members of the Compensation Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended. The Compensation Committee is governed by a written charter approved by the Board of Directors, a copy of which is available on our website at www.abvcpharma.com. Information contained on our website are not incorporated by reference into and do not form any part of this report. We have included the website address as a factual reference and do not intend it to be an active link to the website. Corporate Governance and Nominating Committee . The Corporate Governance and Nominating Committee of the Board of Directors consists of Mr. Yoshinobu Odaira (Chair), Ms. Miao, Hsin-Hui, and Ms. Hsu, Che-Wei, each of whom is an independent director under Nasdaq’s listing standards. The corporate governance and nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The corporate governance and nominating committee considers persons identified by its members, management, shareholders, investment bankers and others. Guidelines for Selecting Director Nominees The guidelines for selecting nominees, which are specified in the Corporate Governance and Nominating Committee Charter, generally provide that persons to be nominated: ● should have demonstrated notable or significant achievements in business, education or public service; ● should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and ● should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. The corporate governance and nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders). Our shareholders that wish to nominate a director for election to the Board should follow the procedures set forth in our bylaws. The nominating committee does not distinguish among nominees recommended by shareholders and other persons. 83 Board Leadership Structure and Role in Risk Oversight We have two separate individuals serving as our CEO and Chairman. Our Board of Directors, or the Board, is primarily responsible for overseeing our risk management processes on behalf of our company. The Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. In addition, the Board focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our company are consistent with the board’s appetite for risk. While the Board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach. Code of Ethics We adopted a code of ethics, a copy of which is attached herein as Exhibit 14.1. The Code of Ethics applies to all of our employees, officers and directors. This Code constitutes a “code of ethics” as defined by the rules of the SEC. Copies of the code may be obtained free of charge from our website, www.abvcpharma.com. Any amendments to, or waivers from, a provision of our code of ethics that applies to any of our executive officers will be posted on our website in accordance with the rules of the SEC. Indemnification Neither our Articles of Incorporation nor Bylaws prevent us from indemnifying our officers, directors and agents to the extent permitted under the Nevada Revised Statute (“NRS”). NRS Section 78.7502 provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any the defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter therein. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to Nevada law, we are informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Insider Trading Policy The Company has adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards. During the fiscal quarter ended December 31, 2026, the Company has not adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K. 84 ITEM 11. EXECUTIVE COMPENSATION The following tables set forth, for each of the last two completed fiscal years of us, the total compensation awarded to, earned by or paid to any person who was a principal executive officer during the preceding fiscal year and every other highest compensated executive officers earning more than $100,000 during the last fiscal year (together, the “Named Executive Officers”). The tables set forth below reflect the compensation of the Named Executive Officers. Summary Compensation Table Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($)(7) Non-Equity Incentive Plan Compensation ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Uttam Patil (1) 2025 - - - - 2024 - 107,623 - 107,623 Leeds Chow (2) 2025 - - - - 2024 33,968 76,873 - 110,571 Tsung-Shann Jiang (3) 2025 200,000 - - 200,000 2024 200,000 153,746 - 353,746 Eugene Jiang (4) 2025 200,000 - - 200,000 2024 200,000 215,244 - 415,244 (1) Dr. Doong was appointed as the CEO on September 15, 2017. Dr. Doong later resigned from his position as the Company’s CEO on June 21, 2023. The Company’s board of directors appointed Dr. Uttam Patil to replace Dr. Doong as the Company’s CEO. (2) Mr. Chow was appointed as the CFO on September 4, 2022 and resigned on March 5, 2025. (3) Dr. Jiang was appointed as the CSTRO on September 1, 2019. Dr. Jiang was also appointed as the Company’s CSO on June 15, 2023, to replace Dr. King, who resigned from his position as CSO. (4) Eugene Jiang was appointed as CBO on September 1, 2019. Narrative Disclosure to Summary Compensation Table Other than set out below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors. Stock Option Plan Our board approved and adopted the Amended and Restated 2016 Equity Incentive Plan on September 12, 2020 (the “Plan”), a copy of which is attached hereto as exhibit 10.64. 85 Grants of Plan-Based Awards On April 16, 2022, the Company entered into stock option agreements with 5 directors, pursuant to which the Company granted options to purchase an aggregate of 76,190 shares (post-split) of common stock under the Plan, as amended, at an exercise price of $30.0 per share (post-split). The options were vested at the grant date and become exercisable for 10 years from the grant date. As of the date of this report, we have granted options under the Plan that can be exercised for an aggregate of 258,710 shares of Common Stock. Outstanding Equity Awards at Fiscal Year End At the Company’s annual shareholder meeting, to be held on March 26, 2026 (the “Meeting”), the Company’s shareholders are being asked to approve a proposal to amend the Company’s Amended and Restated 2016 Equity Incentive Plan (the “Plan”) to increase the number of shares available under the Plan to an amount up to a maximum of 15% of the number of issued and outstanding shares on the date of the Meeting and permit the automatic increase of such shares available under the Plan, on January 1 of each year, by that number of shares equal to 5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, commencing on January 1, 2026 and ending with the year that the additional number of shares equals 15% of the number of shares of common stock issued and outstanding as of December 31 of the previous year. As of the date hereof, there are 1,638,680 shares remaining available for issuable under the Plan. The following table summarizes outstanding unexercised options, unvested stocks and equity incentive plan awards held by each of our named executive officers, as of December 31, 2025: OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END OPTION AWARDS* STOCK AWARDS Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Options Exercise Prices ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Been Issued (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Been Issued ($) Howard Doong 8,572 1,071 - 20.0 Nov 20, 2031   - - - - 40,000 - - 30.0 Oct 15, 2032 15,238 - - 30.0 Apr 16, 2033 Chihliang An 5,476 952 - 20.0 Nov 20, 2031 23,333 - - 30.0 Oct 15, 2032 15,238 - - 30.0 Apr 16, 2033 Tsung-Shann 3,411 - - 20.0 Nov 20, 2031 Jiang 3,000 - - 30.0 Oct 15, 2032 15,238 - - 30.0 Apr 16, 2033 Richard 8,214 1,429 - 20.0 Nov 20, 2031 Chi-Hsin King 31,667 - - 30.0 Oct 15, 2032 15,238 - - 30.0 Apr 16, 2033 Eugene Jiang 7,242 1,219 - 20.0 Nov 20, 2031 3,000 - - 30.0 Oct 15, 2032 15,238 - - 30.0 Apr 16, 2033 Uttam Patil - - - - - * All number of options and exercise prices are adjusted for 1:10 reverse stock split in 2023. 86 Compensation of Directors We did not pay stock options to directors in fiscal year 2025. Pension, Retirement or Similar Benefit Plans There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof. Employment Contracts Dr. Uttam Patil has entered into an employment agreement (“Patil Employment Agreement”) with the Company on June 23, 2023, pursuant to which he shall receive the initial base salary by stock options in accordance with Company’s standard payroll practice. As of the date of this prospectus, Dr. Patil has yet to receive any stock options. On September 4, 2022, the Board appointed Mr. Leeds Chow as the Company’s Chief Financial Officer (“CFO”) and Principal Accounting Officer effective from September 4, 2022 for a term of 3 years. On March 5, 2025, Mr. Chow resigned as CFO. We maintain an employment agreement with Dr. Chi-Hsin Richard King (“King Employment Agreement”), pursuant to which he shall receive an annual base salary of $50,000. As of December 31, 2017, we paid Mr. King 10,416 shares of the Company’s common stock at a per share price of $1.60 as opposed to cash compensation. Under King Employment Agreement, Dr. King is employed as the CSO of the Company. We may terminate employment for cause, at any time, without notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or grossly negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. In such case, the executive officer will not be entitled to receive payment of any severance benefits or other amounts because of the termination, and the executive officer’s right to all other benefits will terminate, except as required by any applicable law. We may also terminate an executive officer’s employment without cause upon one-month advance written notice. In such case of termination by us, we are required to provide compensation to the executive officer, including severance pay equal to 12 months of base salary. The executive officer may terminate employment at any time with a one-month advance written notice if there is any significant change in the executive officer’s duties and responsibilities or a material reduction in the executive officer’s annual salary. In such case, the executive officer will be entitled to receive compensation equivalent to 12 months of the executive officer’s base salary. On August 21, 2019, all of the Board members present at the Meeting, unanimously reelected Dr. Richard King as the Chief Scientific Officer (“CSO”), which became effective on September 1, 2019 for a term of three years. On June 13, 2023, Dr. Richard King resigned from his position as the CSO after being related in 2022. The Company’s board of directors appointed Dr. Jiang to replace Dr. Richard King as the CSO. On August 21, 2019, all of the Board members present at the Meeting, except Eugene Jiang, appointed Mr. Eugene Jiang, the current Chairman of the Board, as the Chief Business Officer, effective since September 1, 2019 for a term of three years. Mr. Eugene Jiang excused himself from the discussion regarding his appointment as the Chief Business Officer of the Company during the Board meeting. Mr. Jiang was reelected in 2022 and her contract was renewed for another three years. On August 21, 2019, all of the Board members present at the Meeting, except Dr. Tsung-Shann Jiang, reelected Dr. Tsung-Shann Jiang as the Chief Strategy Officer, effective since September 1, 2019 for a term of three years. Dr. Tsung-Shann Jiang excused himself from the discussion regarding his appointment as the Chief Strategy Officer of the Company during the Board meeting. Dr. Jiang was reelected in 2022 and the contract was renewed for another three years. Disclosure of Registrant’s Action to Recover Erroneously Awarded Compensation In response to Item 402(w) of Regulation S-K, there was no time during or after the last completed fiscal year that the Company was required to either prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Company’s compensation recovery policy, or had an outstanding balance as of the end of the last completed fiscal year of erroneously awarded compensation to be recovered from the application of the policy to a prior restatement. 2024 POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS In response to Item 402(x)(1) of Regulation S-K, the Company does not grant new awards of stock options, stock appreciation rights, or similar option-like instruments within four business days before or one business day after the release of a Form 10-Q, 10-K, or 8-K that discloses material nonpublic information (MNPI). Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of such options, the Board will evaluate the appropriate steps to take in relation to the foregoing. 87 ITEM 12. SECURITY OWENERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Beneficial Owners The following table sets forth certain information regarding beneficial ownership of our common stock as of February 27, 2026 (i) each person (or group of affiliated persons) who is known by us to own more than five percent (5%) of the outstanding shares of our common stock, (ii) each director, executive officer and director nominee, and (iii) all of our directors, executive officers and director nominees as a group. Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of the date of the respective table. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of the date of the respective table is deemed to be outstanding for such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. Unless otherwise noted, the business address of each beneficial owner listed is 44370 Old Warm Springs Blvd., Fremont, CA 94538. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse. As of February 27, 2026, we had 25,440,407 shares of common stock issued and outstanding. Name of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class Dr. Uttam Patil 72,428 * Eugene Jiang (1) 126,644 * Yen-Hsin Chou 41,956 * Hsin-Hui Miao 41,505 * Dr. Tsang-Ming Jiang 41,994 * Norimi Sakamoto 41,854 * Dr. Tsung-Shann Jiang (2)(4) 543,589 2.1 % Dr. Chang-Jen Jiang (3) 41,945 * Yoshinobu Odaira 57,758 * Che-Wei Hsu 41,489 * Shuling Jiang (4) 3,735,572 14.7 % Yu-Min Chung 41,387 * All officers and directors as a group (Twelve (12) persons) 4,828,121 19.0 % YuanGene Corporation (5) 829,699 3.3 % * less than 1%. 88 (1) Eugene Jiang held 126,644 shares through direct ownership. (2) Dr. Tsung-Shann Jiang held 167,599 shares of common stock through his ownership in YuanGene Corporation, 722 shares through Rgene Corporation, 608 shares through BioFirst, 13,630 shares through Lion Arts, and the rest of 361,030 shares through direct ownership. (3) Dr. Chang-Jen Jiang held 97 shares of common stock in the Company through his ownership in BioFirst, 1 share through Rgene, and the rest of 41,847 shares through direct ownership. (4) Ms. Shuling Jiang held 662,100 shares of common stock through his ownership in YuanGene Corporation, 964 shares through Rgene Corporation, 8,833 shares through BioFirst, 112 shares through BioLite, 48,761 shares through Liongene, 21,313 shares through Keypoint, 1,012 shares through Genepro, 53,845 shares through Lion Arts, and the rest of 2,938,632 shares through direct ownership. (5) YuanGene Corporation is a company wholly-owned by Lion Arts, which is owned by Shu-Ling Chiang (80%) and Dr. Tsung-Shann Jiang (20%); however, YuanGene appointed Eugene Jiang to have sole voting control over the shares held by YuanGene, the principal office address of which is 2 nd floor, Building B, SNPF Plaza, Savalalo, Apia, Samoa. Securities authorized for issuance under equity incentive plans. Equity Compensation Plan Information The following table discloses information as of December 31, 2025, with respect to compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance, aggregated as follows: Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Shares of common stock remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders 258,710 $ 27.90 386,021 Equity compensation plans not approved by security holders - - - Total 258,710 $ 27.90 386,021 See, Item 11, Executive Compensation for additional details about our option plan. 89 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since January 1, 2022, in which the amount involved in the transaction exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last two completed fiscal years. Since March 13, 2025, the following officers and directors of the Company were appointed to the following positions at AiBtl: Eugene Jiang as AiBtl’s Chief Financial Officer, Uttam Patil as AiBtl’s co-CEO and T.S. Jiang as AiBtl’s Chief Strategy Officer. Clinical Development Service Agreement with Rgene Corporation On June 10, 2022, the Company expanded its co-development partnership with Rgene. BioKey, Inc. entered into a Clinical Development Service Agreement with Rgene (“Service Agreement”) to guide certain Rgene drug products, RGC-1501 for the treatment of Non-Small Cell Lung Cancer (NSCLC), RGC-1502 for the treatment of pancreatic cancer and RGC 1503 for the treatment of colorectal cancer patients, through completion of Phase II clinical studies under U.S. FDA IND regulatory requirements (the “Rgene Studies”). The Service Agreement shall remain in effect until the expiration date of the last patent and automatically renew for 5 more years unless terminated earlier by either party with six months’ written notice. Under the terms of the Service Agreement, BioKey is eligible to receive payments totaling up to $3.0 million over a 3-year period with each payment amount to be determined by certain regulatory milestones obtained during the agreement period. The Service Agreement shall remain in effect until the expiration date of the last patent and automatically renew for 5 more years unless terminated earlier by either party with six months’ written notice. Either party may terminate the Service Agreement for cause by providing 30 days’ written notice. Real Estate Purchase Acquisition of land in Puli Township, Taiwan In March 2024, AiBtl issued 1,534,000 AiBtl’s common stocks to acquire farmland in Taiwan, which land will be used for developing health related businesses. However, upon the closing of the transaction, both parties are aware of such Taiwan’s legal restrictions prohibiting foreign entities directly owning farmland. In August 2024, the Company incorporated a controlling subsidiary, Yunzhiyi, to be holding the title of the land upon government’s approval. On March 31, 2025, AiBtl and the landowners executed the Nominee Holding Agreement, Land Lease Agreement, and Consulting Agreement, under the witness of and confirmed by a legal counsel in Taiwan, in which the landowners unconditionally grant the full legal rights to the land to AiBtl before the completion of the title transfer. Based on the execution of the agreement, AiBtl recognized $7,670,000 ($5 per share of AiBtl’s common stock) of land on its balance sheet. To further secure the ownership of land, the board of AiBtl authorized 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 AiBtl 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 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”). Shuling is a director of the Company and currently owns approximately 14.7% of the Company’s issued and outstanding shares of common stock. On May 16, 2024, the Company’s board of directors determined that it was in the best interest of the Company and its shareholders to terminate the Agreement and not proceed with the transfer of land ownership; the Company may reconsider the transaction at a later date. The shares were returned and the warrants were not issued. On June 3, 2025, at the Company’s annual general shareholder meeting, the shareholders approved the issuance of 2,035,136 restricted shares of the Company’s common stock at a price of $1.65 per share and five-year warrants to purchase up to 1,000,000 shares of the Company’s common stock, with an exercise price of $2.50 per share, to purchase the above Land from Shuling. On July 15, 2025, the Company closed the purchase of Land from Shuling and issued 2,035,136 shares of restricted common stocks and 1,000,000 shares of warrants and to Shuling on July 16, 2025 and July 15, 2025, respectively. Due to the administrative requirements governing title transfers in Taiwan, on February 24, 2026, to further secure the Company’s ownership interest in the Land, the Company and Shuling Jiang entered into a Nominee Holding and Transitional Arrangement Agreement. Pursuant to the agreement, the Land remains registered under the Landholder pending completion of the applicable regulatory review, and the Landholder is prohibited from selling, transferring, pledging, or otherwise disposing of the Property without the Company’s prior written consent. The final holding structure will be determined in accordance with Taiwan’s legal and regulatory requirements. On July 15, 2025, the Company entered into a definitive agreement with Shuling, pursuant to which Shuling shall transfer the ownership of certain land she owns, with estimated fair value of $3,857,975, located at Taoyuan City, Taiwan (the “Land”) to the Company (the “Agreement”). Shuling is a director of the Company, and owns over 10% of the Company’s issued and outstanding shares of common stock. In consideration for the Land, the Company was to pay Shuling (i) 2,035,136 restricted shares of the Company’s common stock (the “Shares”) at a price of $1.65 per share as approved in the June 3, 2025 annual shareholder meeting and (ii) five-year warrants to purchase up to 1,000,000 shares of the Company’s common stock, with an exercise price of $2.50 per share. Under the Agreement, Shuling was to also transfer outstanding liability owed on the Land (approximately $500,000) to the Company. The transaction is closed on the same date and the warrants and restricted shares are issued on July 15, 2025 and July 16, 2025, respectively. The Company recognized $3,857,975 as the cost of the land and $500,000 liability (included in Due to Related Parties – See Note 10) on its balance sheet. Historically, management concluded that the fair value of the land acquired, as determined by an independent third-party real estate appraisal, was more clearly evidenced than the fair value of the unlisted equity instruments issued. Therefore, the Company originally recorded the asset based on the appraised value of the land. The Company subsequently determined that the fair value of the equity consideration that derived primarily from the Company’s publicly quoted stock price is in fact, the more clearly evidenced and a more reliable measure of fair value. 90 As approved at the last annual shareholder meeting, the Company shall pay Shuling (i) 2,035,136 restricted shares of the Company’s common stock (the “Shares”) at a price of $1.65 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 $2.50 per share. Based on the public market price of the Company’s common stock on June 3, 2025, and the fair value of the warrants issued in this transaction, based on the Black-Scholes valuation model, the Company concluded that the value of the land acquired should be $4,656,461, resulting in an increase of $798,486 in the recognized cost of the land. In connection with the Land transaction, on July 15, 2025, the Company entered into a one-year consulting agreement with Shuling, pursuant to which Shuling shall provide advisory and development support services related to the Land. Such services include but not limited to site supervision and care, liaison with local authorities regarding land zoning and permits, acting as the Company’s agent to the Land, and other Land development related matters. The Company shall issue 1,000,000 restricted shares of the Company’s common stock, subject to a 5-year vesting schedule of 200,000 shares per year. On July 16, 2025, the Company issued 200,000 shares at $1.65 per share to Shuling as prepayment for the first-year service. For the year ended December 31, 2025, the Company recognized $151,250 consulting expense, with $178,750 prepaid expense balance on the balance sheet as of December 31, 2025. Other related party transactions Due from related parties: (1) On December 31, 2023, BioLite Taiwan entered into a loan agreement with BioFirst, with a principal amount of $337,707, which bears interest at 12% per annum for the use of working capital. During the year ended December 31, 2024, the Company entered into another loan agreement with BioFirst, with a principal amount of $347,883, which bears interest at 12% per annum for the use of working capital. In 2025, the Company entered several loan agreements with BioFirst, in the aggregate of $1,406,022. These loans bear 12% per annum, with the term of 12 months. During 2025, the Company also received around $203,026 repayment. The funds were used to support BioFirst’ daily operations. As of December 31, 2025 and 2024, the outstanding loan balance were $761,016 and $535,918, respectively; accrued interest was $212,839 and $53,422, respectively. All the outstanding principal and interests were collected on February 26, 2026. (2) On June 16, 2022, the Company entered into a one-year convertible loan agreement with Rgene, with a principal amount of $1,000,000 to Rgene which bears interest at 5% per annum for the use of working capital that, if fully converted, would result in ABVC owning an additional 6.4% of Rgene. The Company may convert the Note at any time into shares of Rgene’s common stock at either (i) a fixed conversion price equal to $1.00 per share or (ii) 20% discount of the stock price of the then most recent offering, whichever is lower; the conversion price is subject to adjustment as set forth in the Note. The Note includes standard events of default, as well as a cross-default provision pursuant to which a breach of the Service Agreement will trigger an event of default under the convertible note if not cured after 5 business days of written notice regarding the breach is provided. As of December 31, 2025 and 2024, the outstanding loan balance were $0 and $500,000, respectively; and accrued interest was $0 and $63,819, respectively. Both principal and accrued interest were converted to Rgene’s common stocks. As of December 31, 2025 and 2024, the Company has other receivables amounted $2,347 and $1,892, respectively, from Rgene due to daily operations. (3) On July 1, 2020, the Company entered into a loan agreement with BioFirst (Australia) for $361,487 to properly record R&D cost and tax refund allocation based on co-development contract executed on July 24, 2017. The loan was originally set to be mature on September 30, 2021 with an interest rate of 6.5% per annum, but on September 7, 2021, the Company entered into a loan agreement with BioFirst (Australia) for $67,873 to meet its new project needs. On July 27, 2021, the Company repaid a loan 249,975 to BioFirst (Australia). On December 1, 2021, the Company entered into a loan agreement with BioFirst (Australia) for $250,000 to increase the cost for upcoming projects. The loan will be matured on November 30, 2022 with an interest rate of 6.5% per annum. In 2022, the Company entered into several loan agreements with BioFirst (Australia) for a total amount of $507,000 to increase the cost for upcoming projects. During the first quarter of 2023, the Company entered into several loan agreements with BioFirst (Australia) for a total amount of $88,091 to increase the cost for upcoming projects. During the second quarter of 2023, the Company entered into several loan agreements with BioFirst (Australia) for a total amount of $25,500 to increase the cost for upcoming projects. All the loans period was twelve months with an interest rate of 6.5% per annum. For accounting purpose, the due from and due to related party balances was being net off. As of December 31, 2025 and 2023, the outstanding loan balances and allocated research fee were both amounted to $681,185, and accrued interest balances were both amounted $158,798. The business conditions of BioFirst (Australia) deteriorated and, as a result, the Company recognized expected credit losses of $839,983 for the year ended December 31, 2023. The Company stopped accruing interest income recognizing such losses. (4) On February 24, 2015, BioLite Taiwan and BioHopeKing Corporation (the “BHK”) entered into a co-development agreement, (the “BHK Co-Development Agreement”, see Note 4). The development costs shall be shared 50/50 between BHK and the Company. Under the term of the agreement, BioLite issued relevant development cost to BHK. As of December 31, 2025 and 2024, due from BHK was both NTD 3,941,299 (approximately $120,210 and $120,210, respectively). The business conditions of BHK deteriorated and as a result, the Company recognized expected credit losses of $120,210 for the year ended December 31, 2024. No recovery was made during the year ended December 31, 2025. 91 (5) The Company entered a convertible loan agreement with Rgene in 2022 and has been working with Rgene to obtain approval for the Company to exercise the conversion from Department of Investment Review in Taiwan, a government agency reviews foreign investors conducting investment in Taiwan. In May 2024, the conversion request for the conversion was approved, but the Company was not informed by Rgene until April 2025. After the conversion, the Company owns 37% of outstanding shares of Rgene, The Company’s due from related parties are subject to certain risks that our collaborative parties would face. Such risks exist in future market conditions, macro economy, legal and regulatory, results of clinical trials and product developments, and among others. As of December 31, 2025, the Company’s comprehensive review of the due from related party balances indicates that there are no expected losses except those being recognized above. This conclusion is based on business relationships with our related parties and the absence of any significant indicators of potential default. Due to related parties: (1) Since 2019, the Jiangs advanced funds to the Company for working capital purposes. As of December 31, 2025 and 2024, the outstanding balance due to the Jiangs amounted to $682,776 and $274,170, respectively. These loans bear no interest and are due on demand. In addition, during year ended 2025, the Company purchased a piece of land in Taiwan from Shuling Jiang, as discussed in Note 5 to the financial statements. (2) On April 11, 2024, May 10, 2024, August 15, 2024, and December 24, 2024, AiBtl received short-term loans from its founding shareholder, AiBtl Holding, for the principal amounts of $40,000, $60,000, $33,732, and $214,487, respectively, for the purpose of daily operations. These loans do not bear interest and are payable on demand. (3) Since 2018, the Company’s shareholders have advanced funds to the Company for working capital purposes. The advances bear interest rates around 12% per annum. As of December 31, 2024, the outstanding principal and accrued interest was $142,130. Interest expenses in connection with these loans were $21,101 for the years ended December 31, 2024. (4) As of December 31, 2024, due to Directors amounting to $8,526 was related to the daily operating expenses in 2024 paid by the Directors of AiBtl on behalf of the entity. All balance was repaid in 2025. (5) As of December 31, 2025, the funds received from ForSeeCon and OncoX were initially designated for their payments of licensing fees. Upon further review, management determined that these funds did not meet the fund-raising covenant requirements under licensing agreement. Accordingly, the Company will subsequently return these funds to ForSeeCon and OncoX. Promoters and Certain Control Persons None of our management or other control persons were “promoters” (within the meaning of Rule 405 under the Securities Act), and none of such persons took the initiative in the formation of our business or received any of our debt or equity securities or any of the proceeds from the sale of such securities in exchange for the contribution of property or services, during the last five years. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Various audit, audit related and non-audit services to us is as follows: For the Year Ended December 31, 2025 2024 Audit Fees* $ 155,000 $ 210,000 Audit Related Fees 3,000 15,000 Tax Fees - - All Other Fees - - Total Fees $ 158,000 $ 225,000 * The Audit Fee in 2024 includes the reaudit of our 2023 financial statements. Audit Fees. Audit Fees consist of fees for professional services rendered by our principal accountants for the contemporaneous audit of our annual financial statements and the review of quarterly financial statements or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements. Audit Related Fees. Audit Related Fees consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” Tax Fees and All Other Fees. Tax Fees and All Other Fees Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees” above. 92 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a)(1) List of Financial statements included in Part II hereof Report of Independent Registered Public Accounting Firm (PCAOB ID 2485) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-6 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024 F-7 Notes to the Consolidated Financial Statements F-8 (a)(2) List of Financial Statement schedules included in Part IV hereof: None. 93 (a)(3) Exhibits The following exhibits are included herewith: Exhibit No. Description 2.1 Share Exchange Agreement, dated February 8, 2016 (1) 3.1 Articles of Incorporation of the Company (2) 3.2 Bylaws of the Company, as amended (35) 3.3 Certificate of Amendment to Articles of Incorporation filed on March 21, 2016 (4) 3.4 Certificate of Amendment to Articles of Incorporation filed on December 21, 2016 (5) 3.5 Certificate of Amendment to Articles of Incorporation filed on March 30, 2020 (6) 3.6 Certificate of Amendment to Articles of Incorporation filed on February 17, 2021 (3) 3.7 Certificate of Amendment to Articles of Incorporation filed on March 21, 2016 (4) 3.8 Certificate of Amendment to Articles of Incorporation filed on December 30, 2015 (5) 3.9 Certificate of Amendment to Articles of Incorporation filed on March 30, 2020 (6) 3.10 Certificate of Amendment to Articles of Incorporation filed on February 17, 2021 (3) 3.11 Certificate of Amendment to Articles of Incorporation filed on July 24, 2023 (36) 4.1 Form of Warrant (7) 4.2 Description of Securities registered under Section 12 of the Exchange Act (27) 4.3 Form of Placement Agent Warrant for Lind Offering (30) 10.1 Collaboration Agreement dated December 29, 2015 (8) 10.2 Collaborative Agreement and Milestone Payment Agreement dated June 9, 2016 (9) 10.3 Addendum to the Collaboration Agreement dated January 12, 2017 (11) 10.4 Collaboration Agreement with BioFirst dated July 24, 2017 (12) 10.5 Co-Development Agreement with Rgene dated May 26, 2017 (13) 10.6 Employment Agreement with Uttam Patil (31) 10.7 Promissory Note entered by American BriVision (Holding) Corporation (17) 10.8 Form of Commercial Security Agreement (18) 10.9 Reserved 10.10 Reserved 10.11 Reserved 10.12 Reserved 10.13 Amended and Restated American BriVision (Holding) Corporation 2016 Equity Incentive (28) 10.14 Joint Venture Agreement between the Company, Lucidaim Co., Ltd. And BioLite Japan K.K.(26) 10.15 Reserved 10.16 Clinical Development Service Agreement between the Company and Rgene dated June 10, 2022 (portions of the exhibit have been omitted because they (i) are not material and (ii) is the type of information that the registrant treats as private or confidential) (10) 10.17 Promissory Note dated June 16, 2022 issued by Rgene Corporation to the Company (29) 10.18 Securities Purchase Agreement (30) 10.19 Form of Note (30) 10.20 Form of Warrant (30) 94 10.21 Security Agreement (30) 10.22 Guarantor Security Agreement (30) 10.23 Guaranty (30) 10.24 Trademark Security Agreement with Rgene Corporation (30) 10.25 Trademark Security Agreement with BioFirst Corporation (30) 10.26 Patent Security Agreement (30) 10.27 Copyright Security Agreement (30) 10.28 Stock Pledge Agreement (30) 10.29 Form of 2 nd Lind Note (32) 10.30 Form of 2 nd Lind Warrant (32) 10.31 Securities Purchase Agreement dated November 17, 2023 (32) 10.32 First Amendment To Security Agreement (32) 10.33 First Amendment To Guarantor Security Agreement (32) 10.34 First Amendment to Guaranty (32) 10.35 Securities Purchase Agreement dated January 17, 2024 (33) 10.36 Form of 3 rd Placement Agent Warrant (34) 10.37 Second Amendment To Security Agreement (33) 10.38 Second Amendment To Guarantor Security Agreement (33) 10.39 Second Amendment to Guaranty (33) 10.40 Form of 3 rd Lind Note (33) 10.41 Form of 3 rd Lind Warrant (33) 10.42 Amendment No. 1 to 2 nd Lind Note (37) 10.43 Amendment No. 2 to 2 nd Lind Note (38) 10.44 Amendment No. 1 to 3 rd Lind Note (39) 10.45 Definitive License Agreement between the Company and OncoX BioPharma, Inc. May 8, 2024 (40) 10.46 Definitive License Agreement between Rgene and OncoX BioPharma, Inc. dated May 8, 2024 (40) 10.47 Lind Letter Agreement dated May 22, 2024 (41) 10.48 Lind Form of Warrant dated May 22, 2024 (41) 10.49 Definitive License Agreement between the Company and OncoX BioPharma, Inc. May 23, 2024 (42) 10.50 Definitive License Agreement between Biolite, Inc. and OncoX BioPharma, Inc. dated May 23, 2024 (42) 10.51 Amendment to the Definitive License Agreement between the Company and ForSeeCon Eye Corporation (43) 10.52 Amendment to the Definitive License Agreement between BioFirst Corporation and ForSeeCon Eye Corporation (43) 10.53 Amendment to the License Agreement between the Company and AiBtl BioPharma Inc. (44) 10.54 Amendment to the License Agreement between BioLite, Inc. and AiBtl BioPharma Inc. (44) 10.55 Letter Agreement dated January 5, 2025 (46) 10.56 Land Transfer Plan dated March 31, 2025 (47) 10.57 Nominee Holding Agreement dated April 1, 2024 (47) 10.58 Land Lease Agreement dated April 1, 2024 (47) 10.59 Addendum to Definitive Licensing Agreement between ABVC and AiBtl dated March 11, 2025 (47) 10.60 Addendum to Definitive Licensing Agreement between BioLite and AiBtl dated March 11, 2025 (47) 95 10.61 Yunzhiyi Land Holding Agreement dated October 28, 2024 (47) 10.62 Form of Purchase Agreement (48) 10.63 Form of Voting Rights Proxy Agreement (48) 10.64 Second Amended and Restated 2016 Equity Incentive Plan (49) 10.65 Form of Warrant (50) 10.66 Definitive Agreement between the Company and Shuling Jiang (50) 10.67 Consulting Agreement (50) 14.1 Code of Ethics (23) 16.1 Letter from KCCW Accountancy Corp. to the U.S. Securities and Exchange Commission (24) 19.1 Insider Trading Policy (45) 21.1 List of subsidiaries+ 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+ 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+ 32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002++ 32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002++ 97 Policy For Recovery of Erroneously Awarded Incentive Compensation (45) 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). + Filed herewith ++ Furnished herewith (1) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 16, 2016. (2) Incorporated by reference to Exhibit 3.01 to the Company’s Form SB-2 filed on June 28, 2002 (3) Incorporated by reference to Exhibit 3.6 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2021. (4) Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 28, 2016. (5) Incorporated by reference to Exhibit 3.4 to the Company’s Form S-1, filed on September 13, 2016. (6) Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed on April 7, 2020 (7) Incorporated by reference to Exhibit 4.1 the Company’s Current Report on Form 8-K, filed on April 24, 2020 96 (8) Incorporated by reference to Exhibit 10.2 the Company’s Current Report on Form 8-K, filed on February 16, 2016. (9) Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on June 9, 2016. (10) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 21, 2022. (11) Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on February 22, 2017. (12) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 24, 2017. (13) Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on May 30, 2017. (14) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 20, 2017. (15) Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on September 20, 2017. (16) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 1, 2019. (17) Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on February 1, 2019. (18) Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on February 1, 2019. (19) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 24, 2020. (20) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed April 14, 2020. (21) Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K, filed May 15, 2020. (22) Incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K, filed May 15, 2020 (23) Incorporated by reference to Exhibit 14.1 to the Company’s Amendment No.1 to Form S-1, filed on November 14, 2016. (24) Incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K, filed on October 21, 2022. (25) Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed May 12, 2022. (26) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 8, 2021. (27) Incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K, filed March 16, 2021. (28) Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed March 16, 2021. (29) Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on June 21, 2022. (30) Incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 24, 2023. 97 (31) Incorporated by reference to the Company’s Current Report on Form 8-K, filed on June 23, 2023. (32) Incorporated by reference to the Company’s Current Report on Form 8-K, filed on November 20, 2023. (33) Incorporated by reference to the Company’s Current Report on Form 8-K, filed on January 17, 2024. (34) Incorporated by reference to the Amendment No.1 to Form S-1, filed on February 9, 2024. (35) Incorporated by reference to the Company’s Annual Report on Form 10-K/A, filed June 6, 2022 (36) Incorporated by reference to the Company’s Current Report on Form 8-K, filed on July 24, 2023. (37) Incorporated by reference to the Company’s Current Report on Form 8-K, filed on January 17, 2024. (38) Incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 29, 2024. (39) Incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 29, 2024. (40) Incorporated by reference to the Company’s Current Report on Form 8-K, filed on May 9, 2024 (41) Incorporated by reference to the Company’s Current Report on Form 8-K, filed on May 23, 2024 (42) Incorporated by reference to the Company’s Current Report on Form 8-K, filed on May 24, 2024 (43) Incorporated by reference to the Company’s Current Report on Form 8-K, filed on June 24, 2024 (44) Incorporated by reference to the Company’s Current Report on Form 8-K, filed on June 25, 2024 (45) Incorporated by reference to the Company’s Annual Report on Form 10-K/A, filed March 15, 2024 (46) Incorporated by reference to the Company’s Current Report on Form 8-K, filed on January 6, 2025 (47) Incorporated by reference to the Company’s Annual Report on Form 10-K, filed on April 15, 2025 (48) Incorporated by reference to the Company’s Current Report on Form 8-K, filed on April 30, 2025 (49) Incorporated by reference to the Company’s Registration Statement on Form S-8, filed on June 27, 2025 (50) Incorporated by reference to the Company’s Current Report on Form 8-K/A, filed on July 18, 2025 Item 16. Form 10-K Summary Not applicable. 98 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 3, 2026 ABVC BioPharma, Inc. By: /s/ Uttam Patil Uttam Patil Chief Executive Officer (Principal Executive Officer) By: /s/ Uttam Patil Uttam Patil Interim Chief Financial Officer (Principal Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Uttam Patil Chief Executive Officer (Principal Executive Officer) March 3, 2026 Uttam Patil     /s/ Uttam Patil Interim Chief Financial Officer (Principal Financial Officer) March 3, 2026 Uttam Patil /s/ Eugene Jiang Chairman of the Board of Directors March 3, 2026 Eugene Jiang /s/ Yen-Hsin Chou Director March 3, 2026 Yen-Hsin Chou /s/ Hsin-Hui Miao Director March 3, 2026 Hsin-Hui Miao /s/ Tsang-Ming Jiang Director March 3, 2026 Tsang-Ming Jiang /s/ Shuling Jiang Director March 3, 2026 Shuling Jiang /s/ Norimi Sakamoto Director March 3, 2026 Norimi Sakamoto /s/ Tsung-Shann Jiang Director March 3, 2026 Tsung-Shann Jiang /s/ Chang-Jen Jiang Director March 3, 2026 Chang-Jen Jiang /s/ Yoshinobu Odaira Director March 3, 2026 Yoshinobu Odaira /s/ Che-Wei Hsu Director March 3, 2026 Che-Wei Hsu /s/ Yu-Min (Francis) Chung Director March 3, 2026 Yu-Min (Francis) Chung 99