7 unchanged sentences
Due from related parties
+Added: Convertible notes receivable – related parties
Short-term investments
9 unchanged sentences
Current Liabilities
−Removed: Short-term loans
+Added: Short-term bank and other loans
Accrued expenses and other current liabilities
Contract liabilities
−Removed: Taxes payables
Operating lease liabilities
Due to related parties
−Removed: Convertible notes payable – third parties, net
−Removed: Convertible notes payable – related party
+Added: Taxes payable
+Added: Convertible notes payable – third parties
+Added: Convertible notes payable – related parties
Total Current Liabilities
−Removed: Tenant security deposit
Operating lease liability – non-current
2 unchanged sentences
Preferred stock, $ 0.001 par value, 20,000,000 authorized, nil shares issued and outstanding
−Removed: Common stock, $ 0.001 par value, 100,000,000 authorized, 24,190,340 and 13,868,484 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively
+Added: Common stock, $ 0.001 par value, 100,000,000 authorized, 25,767,664 and 25,053,193 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
Stock to be issued
17 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
Cost of revenues
7 unchanged sentences
( 1,572,472 )
−Removed: ( 4,156,398 )
−Removed: ( 4,000,678 )
Other income (expense)
2 unchanged sentences
Operating sublease income
−Removed: Gain (loss) on foreign exchange
+Added: Gain (loss) on foreign exchange changes
Loss on investment in equity securities
3 unchanged sentences
( 1,689,937 )
−Removed: ( 4,540,392 )
−Removed: ( 4,573,049 )
Provision for income tax expense
( 1,689,937 )
−Removed: ( 4,564,546 )
−Removed: ( 4,462,510 )
−Removed: Net loss attributable to noncontrolling interests
+Added: Net loss attributable to non-controlling interests
Net loss attributed to ABVC and subsidiaries
( 1,560,242 )
−Removed: ( 4,345,610 )
−Removed: ( 4,171,304 )
Foreign currency translation adjustment
2 unchanged sentences
$ ( 843,568 )
−Removed: $ ( 4,304,227 )
−Removed: $ ( 4,223,778 )
Net loss per share:
8 unchanged sentences
OF CASH FLOWS
−Removed: Nine Months Ended
+Added: Three Months Ended
Cash flows from operating activities
5 unchanged sentences
Loss on investment in equity securities
+Added: Short-term investments
Amortization of right-of-use asset
2 unchanged sentences
Due from related parties
+Added: Other assets – tenant security deposit
Accrued expenses and other current liabilities
Tenant security deposit
−Removed: Taxes payables
Operating lease liabilities
Net cash used in operating activities
−Removed: ( 1,567,264 )
−Removed: ( 1,107,011 )
Cash flows from investing activities
−Removed: Loan to affiliates
−Removed: ( 2,079,352 )
−Removed: Prepayment from related parties
−Removed: Transaction costs for land acquisition
−Removed: Net cash used in investing activities
−Removed: ( 1,939,136 )
+Added: Payment for convertible notes receivable
+Added: Repayment from related parties
+Added: Prepayment for Long-term investment
+Added: Net cash provided by investing activities
Cash flows from financing activities
−Removed: Proceeds from private placements
−Removed: Proceeds from issuance of warrants
−Removed: Proceeds from exercise of warrants
−Removed: Proceeds from convertible notes payable
−Removed: Repayment of convertible notes payable
−Removed: Proceeds from convertible notes payable - related party
−Removed: Proceeds from short-term loans
Repayment of short-term loans
+Added: Proceeds from exercise of warrants
+Added: Common stock subscription
Due to related parties, net
−Removed: Net cash provided by financing activities
+Added: Net cash (used in) provided by financing activities
Effect of exchange rate changes on cash and cash equivalents and restricted cash
Net decrease in cash and cash equivalents and restricted cash
+Added: ( 1,186,661 )
Cash and cash equivalents and restricted cash
3 unchanged sentences
Income taxes paid
−Removed: Non-cash investing and financing activities
−Removed: Issuance of common stock for conversion (repayment) of debt
−Removed: Issuance of subsidiary’s commons stock to acquire the control of the land
+Added: Non-cash financing and investing activities
+Added: Acquiring control of the land
+Added: Issuance of common stock for conversion of debt
Conversion of convertible note due from related parties to equity investment
−Removed: Issuance of common stock in the land acquisition
−Removed: Assuming loan in the land acquisition
The accompanying notes are an integral part
4 unchanged sentences
OF STOCKHOLDERS’ EQUITY (DEFICIT)
−Removed: Treasury Stock
Stockholders’
Comprehensive
−Removed: Balance at December 31, 2023 (Restated)
−Removed: $ ( 64,046,929 )
−Removed: $ ( 8,901,668 )
−Removed: $ ( 300,637 )
−Removed: Issuance of common shares for Lind CN
−Removed: Issuance of subsidiaries’ common shares for consulting service
−Removed: Issuance of pre-funded warrant
−Removed: Issuance of common shares for acquiring of Property
−Removed: Stock based compensation for employees
−Removed: Share based payment
−Removed: Issuance of common shares for exercise of warrants
−Removed: Decrease in ownership of subsidiary due to share issuance
−Removed: Stock Subscription received
−Removed: Net loss for the period
−Removed: ( 4,171,304 )
−Removed: ( 4,462,510 )
−Removed: Cumulative transaction adjustments
−Removed: Balance at September 30, 2024 (Restated)
−Removed: $ ( 68,218,233 )
−Removed: $ ( 8,902,371 )
−Removed: $ ( 305,087 )
−Removed: Balance at June 30, 2024 (Restated)
−Removed: $ ( 67,823,464 )
−Removed: $ ( 8,902,371 )
−Removed: $ ( 246,157 )
−Removed: Issuance of common shares for repayment of convertible notes
−Removed: Share based payment
−Removed: Stock Subscription received
−Removed: Net loss for the period
−Removed: Cumulative transaction adjustments
−Removed: Balance at September 30, 2024 (Restated)
−Removed: $ ( 68,218,233 )
−Removed: $ ( 8,902,371 )
−Removed: $ ( 305,087 )
−Removed: Treasury Stock
−Removed: Stockholders’
−Removed: Comprehensive
−Removed: Balance at December 31,2024 (Restated)
−Removed: $ ( 68,949,807 )
−Removed: $ ( 8,909,691 )
+Added: Noncontrolling
+Added: at December 31, 2024
$ ( 68,949,807 )
−Removed: Issuance of common shares for Lind CN Repayment
−Removed: Issuance of common shares for exercise of warrants
−Removed: Issuance of common shares in private offerings
−Removed: Stock-based compensation
−Removed: Acquisition of control of acquired land
−Removed: Acquisition of land in Taiwan
$ ( 8,909,691 )
$ ( 502,181 )
−Removed: Cumulative transaction adjustments
−Removed: Balance at September 30, 2025
+Added: of common shares for Lind CN Repayment
+Added: of common shares for exercise of warrants
+Added: control of the land
+Added: transaction adjustments
+Added: at March 31, 2025
$ ( 69,791,882 )
$ ( 8,909,691 )
−Removed: Balance at June 30, 2025
+Added: at December 31, 2025
$ ( 76,858,361 )
$ ( 8,909,691 )
−Removed: Issuance of common shares for Lind CN Repayment
−Removed: Issuance of common shares for exercise of warrants
−Removed: Issuance of common shares in private offerings
−Removed: Stock-based compensation
−Removed: Acquisition of control of acquired land
+Added: of common shares for warrant exercise
+Added: of common shares in private placements
+Added: subscription received
+Added: loss for the period
( 1,560,242 )
( 1,689,937 )
−Removed: Cumulative transaction adjustments
−Removed: Balance at September 30, 2025
+Added: transaction adjustments
+Added: at March 31, 2026
$ ( 78,418,603 )
4 unchanged sentences
AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
ORGANIZATION AND DESCRIPTION OF BUSINESS
14 unchanged sentences
University of California San Francisco (UCSF) and Cedar Sinai Medical Centre (CSMC).
−Removed: The Company has four wholly-owned subsidiaries,
+Added: The Company has three wholly-owned subsidiaries,
BriVision, BioLite Holding Inc.
−Removed: (“BioLite Holding”), BioKey Inc.
−Removed: (“BioKey”), BioKey (Cayman), Inc (“BioKey
−Removed: Cayman”), and a majority-owned subsidiary, AiBtl BioPharma Inc.
+Added: (“BioLite Holding”), BioKey (Cayman), Inc (“BioKey Cayman”), and a majority-owned
+Added: subsidiary, AiBtl BioPharma Inc.
BioLite Holding was incorporated in the State
5 unchanged sentences
Yun Zhi Yi Co.
−Removed: (“Yun Zhi Yi”), a Taiwanese entity
−Removed: in which BioLite holds a 90 % stake and Shuling Jiang, a director and beneficial owner of more than 10 % of the ABVC’s outstanding
−Removed: common stock (“Shuling”, or “Ms.
+Added: (“Yun Zhi Yi”),
+Added: a Taiwanese entity in which BioLite holds a 90 % stake and Shuling Jiang, a director and beneficial owner of more than 10 % of the ABVC’s
+Added: outstanding common stock (“Shuling”, or “Ms.
Jiang”), holds the remaining 10 % stake.
−Removed: This entity is set up for holding the
−Removed: land that AiBtl is working to acquire in Puli, Taiwan for developing health related business in Taiwan.
−Removed: Incorporated in California on November 20, 2000,
−Removed: BioKey has chosen to initially focus on developing generic drugs to ride the opportunity of the booming industry.
−Removed: BioKey Cayman was incorporated in Cayman Islands
−Removed: in July 2023, which is 100 % owned by ABVC.
+Added: This entity is set up for
+Added: holding the land that AiBtl is working to acquire in Puli, Taiwan for developing health related business in Taiwan.
+Added: BioKey Cayman was incorporated in Cayman Islands in July 2023, which
+Added: is 100 % owned by ABVC.
This subsidiary has no activities since inception.
−Removed: On May 10, 2025, ABVC transferred its 100 %
−Removed: ownership in BioKey to BioKey Cayman.
+Added: On May 10, 2025, ABVC transferred its 100 % ownership in BioKey
+Added: (“BioKey”) to BioKey Cayman.
This reorganization did not have any other impact on the consolidated financial statements.
−Removed: AiBtl BioPharma, Inc.
−Removed: was acquired by the Company
−Removed: with the transaction of the collaborative licensing agreements.
−Removed: On November 12, 2023, the Company and BioLite Taiwan each entered into
−Removed: a multi-year, global licensing agreement with AiBtl for the Company and BioLite Taiwan’s CNS drugs with the indications of MDD (Major
−Removed: Depressive Disorder) and ADHD (Attention Deficit Hyperactivity Disorder) (collectively, the “Licensed Products”).
−Removed: The potential
−Removed: license will cover the Licensed Products’ clinical trial, registration, manufacturing, supply, and distribution rights.
−Removed: are determined to collaborate on the global development of the Licensed Products.
−Removed: The parties are also working to strengthen new drug
−Removed: development and business collaboration, including technology, interoperability, and standards development.
−Removed: As per each of the respective
−Removed: agreements, each of ABVC and BioLite Taiwan received 23 million shares of AiBtl stock and as a result, the Company has a controlling interest
+Added: Incorporated in California on November 20, 2000,
+Added: BioKey has chosen to initially focus on developing generic drugs to ride the opportunity of the booming industry.
+Added: AiBtl was acquired by the Company with the transaction
+Added: of the collaborative licensing agreements.
+Added: On November 12, 2023, the Company and BioLite Taiwan each entered into a multi-year, global
+Added: licensing agreement with AiBtl for the Company and BioLite Taiwan’s CNS drugs with the indications of MDD (Major Depressive Disorder)
+Added: and ADHD (Attention Deficit Hyperactivity Disorder) (collectively, the “Licensed Products”).
+Added: The potential license will cover
+Added: the Licensed Products’ clinical trial, registration, manufacturing, supply, and distribution rights.
+Added: The parties are determined
+Added: to collaborate on the global development of the Licensed Products.
+Added: The parties are also working to strengthen new drug development and
+Added: business collaboration, including technology, interoperability, and standards development.
+Added: As per each of the respective agreements,
+Added: each of ABVC and BioLite Taiwan received 23 million shares of AiBtl stock and as a result, the Company has a controlling interest over
If certain milestones are met, the Company and BioLite Taiwan are each eligible to receive $ 3,500,000 and royalties equaling 5 %
11 unchanged sentences
The Company’s ability to continue as a going concern
−Removed: depends upon its ability to market and sell its products to generate positive operating cash flow.
−Removed: For the nine months ended September
+Added: depends upon its ability to market and sell its products to generate positive operating cash flows.
+Added: For the three months ended March 31,
2026, the Company reported net loss of $ 1,689,937 .
−Removed: As of September 30, 2025, the Company’s working capital deficit was $ 2,434,951 .
−Removed: addition, the Company had net cash outflows of $ 1,567,264 from operating activities for the nine months ended September 30, 2025.
−Removed: These conditions give rise to substantial doubt as to whether the Company will be able to continue as a going concern.
+Added: As of March 31, 2026, the Company’s working capital deficit was $ 4,744,280 .
+Added: addition, the Company had net cash outflows of $ 894,243 from operating activities for the three months ended March 31, 2026.
+Added: conditions give rise to substantial doubt as to whether the Company will be able to continue as a going concern.
To sustain its ability to support the Company’s
1 unchanged sentence
cash generated from operations;
−Removed: other available sources of financing from banks and other financial institutions in the U.S.
+Added: other available sources of financing from banks and other financial
+Added: institutions in the U.S.
and in Taiwan;
3 unchanged sentences
related parties or shareholders.
−Removed: If the Company is not able to generate positive operating cash flows, and raise additional capital, there
−Removed: is the risk that the Company may not be able to meet its short-term obligations.
−Removed: All of these factors raise substantial doubt about the
−Removed: ability of the Company to continue as a going concern.
−Removed: The interim condensed consolidated financial statements as of September 30, 2025,
−Removed: and for the three and nine months ended September 30, 2025 and 2024 have been prepared on a going concern basis and do not include any
−Removed: adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications
−Removed: of liabilities that may result from the inability of the Company to continue as a going concern.
−Removed: Restatement Background and Explanation
−Removed: The Company has restated its financial statements
−Removed: as of and for the year ended December 31, 2023, to correct misstatements in those prior periods related to improperly applying accounting
−Removed: guidance on the share-based payments, incorrectly recognizing interest expenses upon the conversion of convertible debts, and misidentifying
−Removed: the existence of non-controlling interest of our subsidiary.
−Removed: These restatements also resulted in the restatements of the relevant accounts
−Removed: as of and for the three and nine months ended September 30, 2024.
−Removed: As disclosed in Note 5, the Company entered into
−Removed: a cooperation agreement on August 14, 2023 with Zhong Hui Lian He Ji Tuan, Ltd.
−Removed: (the “Zhonghui”) to acquire 20 % of the ownership
−Removed: of certain property and a parcel of the land.
−Removed: According to the agreement, the Company issued 370,000 shares of its common stock as the
−Removed: consideration, and used $ 20 dollars per share to recognize the right as construction in progress on the balance sheet.
−Removed: At the time of preparing its 2024 financial statements,
−Removed: the Company reviewed the entire transaction, its relevant agreements and documentation, as well as the applicable accounting guidance.
−Removed: The Company applied FASB Accounting Standard Codification (“ASC”) 845 Nonmonetary Transactions to determine the fair value
−Removed: of the asset acquired would be more evident than the fair value of the consideration in exchange, the Company’s restricted common
−Removed: The real estates acquired comes with a third-party valuation of $ 7,400,000 per the Company’s stake, which the value of the
−Removed: acquired assets is guaranteed by Zhonghui.
−Removed: Upon further review, the Company considered ASC 718 Compensation – Stock Compensation,
−Removed: should have been the appropriate guidance to apply given the Company’s common stocks are listed in Nasdaq with more observable fair
−Removed: value (Level 1).
−Removed: Furthermore, at the time of issuance of these financial statements, no real estate title was transferred to the Company.
−Removed: As a result, the Company adjusted the carrying value of the asset and reclassified the balance to “Prepayment for asset acquisition”
−Removed: account to reflect the value of 370,000 shares issued at $ 1.87 , the closing price as of the contract date.
−Removed: The Company also corrected
−Removed: 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
−Removed: day to several consultants.
−Removed: As a result, these adjustments reduced $ 6,708,100 for asset recognized and $ 536,648 for stock-compensation
−Removed: expense incurred in 2023.
−Removed: In February 2023, the Company issued a convertible
−Removed: note to LIND Global Fund II, LP (Note 7).
−Removed: Due to misapplication of ASC 470-20 instead of ASC 815-40, the Company overstated interest expenses
−Removed: $ 1,179,669 for the year ended December 31, 2023.
−Removed: The overstatement is offsetting against additional paid-in capital due to the convertible
−Removed: note being converted to the Company’s own common stocks instead of being repaid or disposition.
−Removed: In November 2023, the Company and one of its subsidiaries
−Removed: entered into a licensing agreement with AiBtl.
−Removed: The Company accounted for a 100 % control of AiBtl as of December 31, 2023, but later discovered
−Removed: that AiBtl had outstanding founder shares that were not deposited to the stock transfer agent in a timely manner.
−Removed: Such shares reduced
−Removed: the Company’s controlling interest from 100 % to 69.70 % as of December 31, 2023.
−Removed: Accordingly, the Company adjusted the relevant accounts
−Removed: in our consolidated financial statements.
−Removed: As discussed in Note 12, in July 2019 the Company
−Removed: issued 644,972 shares (post-split) of the Company’s common stock to four consultants for their services.
−Removed: Such stock-based expenses
−Removed: were amortized over 5 years starting from the issuance date.
−Removed: Per the Company’s further review, the services, along with the agreements,
−Removed: were completed by December 31, 2022.
−Removed: Pursuant to ASC 718, the costs of services should be recognized along with the period when services
−Removed: are received.
−Removed: Therefore, the Company reversed share-based compensation expenses of $ 451,480 and $ 902,960 for the years ended December
−Removed: 31, 2024 and 2023, respectively.
−Removed: The accumulated deficit as of December 31, 2022 was corrected with the Stock Subscription Receivables
−Removed: for $ 1,354,440 as a result of such adjustments.
−Removed: Please read the impacts of the 2023 restatement
−Removed: in our audited 2024 consolidated financial statements filed in our Form 10-K with the SEC on April 15, 2025.
−Removed: Impact of the Restatement to the September
−Removed: 30, 2024 interim financial statements
−Removed: The impact of the restatement on the balance sheets,
−Removed: statements of operations, and statements of cash flows as of and for the nine months ended September 30, 2024 is presented below.
−Removed: September 30, 2024
−Removed: Unaudited Condensed
−Removed: Consolidated Balance Sheets
−Removed: Prepaid expense and other current asset
−Removed: Current Assets
−Removed: Property and equipment, net
−Removed: ( 7,400,000 )
−Removed: Prepayment for asset acquisition
−Removed: ( 6,685,140 )
−Removed: Short-term loan
−Removed: Accrued expenses and other current liabilities
−Removed: Due to related parties
−Removed: Current Liabilities
−Removed: Total Liabilities
−Removed: Additional paid-in capital
−Removed: ( 9,053,103 )
−Removed: Total stockholders’ equity
−Removed: ( 6,716,428 )
−Removed: Noncontrolling interest
−Removed: ( 6,642,371 )
−Removed: Total Liabilities and Equity
−Removed: $ ( 6,685,140 )
−Removed: Three Months Ended September 30, 2024
−Removed: Unaudited Condensed
−Removed: Consolidated Statements of Operations
−Removed: Selling, general and administrative expenses
−Removed: Stock based compensation
−Removed: Interest expenses
−Removed: Net loss attributable to noncontrolling interests
−Removed: Basic and diluted net loss per common share
−Removed: Nine Months Ended September 30, 2024
−Removed: Unaudited Condensed Consolidated
−Removed: Statements of Operations
−Removed: Selling, general and administrative expenses
−Removed: Stock based compensation
−Removed: Interest expenses
−Removed: ( 1,164,248 )
−Removed: Net loss attributable to noncontrolling interests
−Removed: ( 5,132,182 )
−Removed: ( 4,171,304 )
−Removed: Basic and diluted net loss per common share
−Removed: Nine Months Ended September 30, 2024
−Removed: Unaudited Condensed Consolidated
−Removed: Statements of
−Removed: $ ( 5,387,980 )
−Removed: $ ( 4,462,510 )
−Removed: Stock-based compensation
−Removed: Other non-cash income and expenses
−Removed: Prepaid expenses and other deposits
−Removed: Accrued expenses and other current liabilities
−Removed: Due from related parties*
−Removed: Due to related parties
−Removed: Net cash used in operating activities
−Removed: ( 1,315,534 )
−Removed: ( 1,107,011 )
−Removed: Loan to related parties*
−Removed: Net cash used in investing activities*
−Removed: Due to related parties*
−Removed: Proceeds from short-term borrowings*
−Removed: Net cash provided by financing activities
−Removed: Issuance of common stock for conversion of debt
−Removed: $ ( 241,493 )
−Removed: * Previously reported amount was reclassified to financing activities based on current year’s presentation.
+Added: If the Company is not able to generate positive operating cash flows, and raise additional capital,
+Added: there is the risk that the Company may not be able to meet its short-term obligations.
+Added: All of these factors raise substantial doubt about
+Added: the ability of the Company to continue as a going concern.
+Added: The interim condensed consolidated financial statements as of March 31, 2026,
+Added: and for the three months ended March 31, 2026 and 2025 have been prepared on a going concern basis and do not include any adjustments
+Added: to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities
+Added: that may result from the inability of the Company to continue as a going concern.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
−Removed: The accompanying unaudited interim condensed consolidated
−Removed: financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America
+Added: The accompanying unaudited interim condensed
+Added: consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States
+Added: of America (the “U.S.
All significant intercompany transactions and account balances have been eliminated.
−Removed: These financial statements
−Removed: do not include all the information and footnotes required by the U.S.
+Added: financial statements do not include all the information and footnotes required by the U.S.
GAAP for complete financial statements.
−Removed: Certain information and
−Removed: note disclosures normally included in the annual financial statements prepared in accordance with the U.S.
−Removed: GAAP have been condensed or
−Removed: omitted consistent with Article 8 of Regulation S-X.
−Removed: In the opinion of the Company’s management, the unaudited interim condensed
−Removed: consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments,
−Removed: in a normal recurring nature, as necessary for the fair statement of the Company’s financial position as of September 30, 2025,
−Removed: and results of operations and cash flows for the nine months ended September 30, 2025 and 2024.
−Removed: The unaudited interim condensed consolidated
−Removed: balance sheet as of September 30, 2025 has been derived from the audited financial statements at December 31, 2024, and interim results
−Removed: of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period.
−Removed: These financial
−Removed: statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31,
+Added: information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S.
+Added: been condensed or omitted consistent with Article 8 of Regulation S-X.
+Added: In the opinion of the Company’s management, the unaudited
+Added: interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include
+Added: all adjustments, in a normal recurring nature, as necessary for the fair statement of the Company’s financial position as of March
+Added: 31, 2026, and results of operations and cash flows for the three months ended March 31, 2026 and 2025.
+Added: The unaudited interim condensed
+Added: consolidated balance sheet as of March 31, 2026 has been derived from the audited financial statements at December 31, 2025, and interim
+Added: results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period.
+Added: financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December
31, 2025 and 2024, and related notes included in the Company’s audited consolidated financial statements.
23 unchanged sentences
the use of unobservable inputs by requiring that observable inputs be used when available.
−Removed: Observable inputs are inputs that reflect the
−Removed: assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent
+Added: Observable inputs are inputs that reflect
+Added: the assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent
of the Company.
3 unchanged sentences
the inputs into three broad levels based on the reliability of the inputs as follows:
−Removed: Level 1– Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
−Removed: Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available.
−Removed: Level 2– Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities;
+Added: Level 1– Inputs are quoted prices in active markets for
+Added: identical assets or liabilities that the Company has the ability to access at the measurement date.
+Added: Valuation of these instruments
+Added: does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly
+Added: Level 2– Inputs other than quoted prices in active markets
+Added: that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities;
quoted prices in markets that are not active;
−Removed: or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
−Removed: Level 3– Valuations based on inputs that are unobservable and not corroborated by market data.
−Removed: The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability.
−Removed: The carrying values of certain assets and liabilities
−Removed: of the Company, such as cash and cash equivalents, restricted cash, accounts receivable, due from related parties, prepaid expenses and
−Removed: other current assets, accrued expenses and other current liabilities, and due to related parties, approximate fair value due to their
−Removed: relatively short maturities.
−Removed: The carrying value of the Company’s short-term bank loans, convertible notes payable, and accrued interest
−Removed: approximates their fair value as the terms of the borrowing are consistent with current market rates and the duration to maturity is short.
+Added: or other inputs that are observable or can be corroborated by observable market data
+Added: for substantially the full term of the assets or liabilities.
+Added: Level 3– Valuations based on inputs that are unobservable
+Added: and not corroborated by market data.
+Added: The fair value for such assets and liabilities is generally determined using pricing models,
+Added: discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing
+Added: the asset or liability.
+Added: The carrying values of certain assets and liabilities of the Company,
+Added: such as cash and cash equivalents, restricted cash, accounts receivable, short-term investments, due from related parties, and other current
+Added: assets, accrued expenses and other current liabilities, and due to related parties, approximate fair value due to their relatively short
+Added: The carrying value of the Company’s short-term bank loans and convertible notes payable approximates their fair value
+Added: as the terms of the borrowing are consistent with current market rates and the duration to maturity is short.
Concentration of Credit Risk
5 unchanged sentences
Federal Deposit Insurance Corporation’s
−Removed: insurance limits.
−Removed: However, the Company does not anticipate any losses on excess deposits.
−Removed: The Company does not enter into financial instruments
−Removed: for hedging, trading or speculative purposes.
+Added: (“FDIC”) insurance limits.
+Added: As of March 31, 2026 and December 31, 2025, the Company had approximately nil and $ 265,521 , respectively,
+Added: in cash and cash equivalent balances that were in excess of the FDIC limits.
+Added: However, the Company does not anticipate any losses on excess
+Added: The Company does not enter into financial instruments for hedging, trading or speculative purposes.
The Company performs ongoing credit evaluation
7 unchanged sentences
Concentration of Clients
−Removed: As of September 30, 2025 and December 31, 2024,
−Removed: management estimated all accounts receivable balances are uncollectible.
−Removed: Provision credit loss balances were $ 11,993 and $ 11,993 as of
−Removed: September 30, 2025 and December 31, 2024, respectively.
−Removed: For the nine months ended September 30, 2025,
−Removed: the Company’s revenue was generated by two major customers, accounting for 75 % and 25 % of the Company’s total revenues.
−Removed: For the nine months ended September 30, 2024,
−Removed: the Company’s revenue was generated by two major customers, accounting for 58 % and 39 % of the Company’s total revenues.
+Added: As of March 31, 2026 and December 31, 2025, management estimated all
+Added: accounts receivable balances are uncollectible.
+Added: Credit loss expenses were nil for both of the three months ended March 31, 2026 and 2025.
+Added: For the three months ended March 31, 2026, the
+Added: Company did not generate any revenue.
Cash and Cash Equivalents
1 unchanged sentence
with maturities of three months or less to be cash equivalents when purchased.
−Removed: As of September 30, 2025 and December 31, 2024, the Company’s
+Added: As of March 31, 2026 and December 31, 2025, the Company’s
cash and cash equivalents amounted to $ 140,324 and $ 681,480 , respectively.
5 unchanged sentences
in a reserve bank account in Taiwan.
−Removed: As of September 30, 2025 and December 31, 2024, the Company’s restricted cash amounted $ 661,843
−Removed: (NTD 20.2 million) and $ 615,433 (NTD 20.2 million), respectively.
+Added: As of March 31, 2026 and December 31, 2025, the Company’s restricted cash amounted $ 0 and
+Added: $ 645,505 (NTD 20.3 million), respectively.
Accounts receivable and allowance for expected credit losses accounts
−Removed: Accounts receivables are recorded and carried
−Removed: at the original invoiced amount less an allowance for any potential uncollectible amounts.
+Added: Accounts receivable are recorded and carried
+Added: at the original invoiced amount less an allowance for any potential uncollectible amount.
The Company makes estimates of expected credit
−Removed: and collectability trends for the allowance for credit losses and allowance for unbilled receivables based upon our assessment of various
−Removed: factors, including historical experience, the age of the accounts receivable balances, credit quality of customers, current economic conditions
−Removed: reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers.
−Removed: The provision is recorded against accounts receivable balances, with a corresponding charge recorded in the consolidated statements of
+Added: and collectability trends for the allowance for credit losses and allowance for unbilled receivables based upon the assessment of various
+Added: factors, including historical experience, the age of the accounts receivable balances, credit quality of customers, current economic
+Added: conditions reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect
+Added: from customers.
+Added: The provision is recorded against accounts receivable balances, with a corresponding charge recorded in the consolidated
+Added: statements of income.
Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment.
−Removed: account balances are written off against the allowance for doubtful accounts after management has determined that the likelihood of collection
−Removed: is not probable.
−Removed: Allowance for expected credit losses accounts
−Removed: were $ 616,512 and $ 616,414 as of September 30, 2025 and December 31, 2024, respectively.
+Added: Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood
+Added: of collection is not probable.
+Added: Allowance balance for expected credit losses
+Added: accounts were $ 616,447 and $ 614,470 as of March 31, 2026 and December 31, 2025, respectively.
+Added: Convertible Notes Receivable
+Added: The Company’s convertible note receivable is carried at amortized
+Added: cost, net of an allowance for credit losses.
+Added: Because the underlying equity is not readily convertible to cash, the conversion option is
+Added: not bifurcated under ASC 815.
+Added: Interest income, including any premium or discount amortization, is recognized using the effective interest
+Added: The Company evaluates expected credit losses based on historical experience and supportable forecasts.
Revenue Recognition
−Removed: The Company recognizes revenue in accordance with
−Removed: ASC 606, Revenue from Contracts with Customers.
+Added: The Company recognizes revenue in accordance
+Added: with ASC 606, Revenue from Contracts with Customers.
Pursuant to ASC 606, the Company recognizes revenue when its customer obtains control
1 unchanged sentence
goods or services.
−Removed: To determine revenue recognition for arrangements that the Company determines is within the scope of ASC 606, the Company
−Removed: performs the following five steps:
+Added: To determine revenue recognition for arrangements that the Company determines is within the scope of ASC 606, the
+Added: Company performs the following five steps:
(i) identify the contract(s) with a customer;
−Removed: (ii) identify the performance obligations in the contract;
+Added: (ii) identify the performance obligations in
+Added: the contract;
(iii) determine the transaction price;
(iv) allocate the transaction price to the performance obligations in the contract;
−Removed: and (v) recognize
−Removed: revenue when (or as) the Company satisfies a performance obligation.
−Removed: The Company only applies the five-step model to contracts when it
−Removed: is probable that the Company will collect the consideration the Company is entitled to in exchange for the goods or services the Company
−Removed: transfers to the customers.
−Removed: At inception of the contract, once the contract is determined to be within the scope of ASC 606, the Company
−Removed: assesses the goods or services promised within each contract, determines those that are performance obligations, and assesses whether
−Removed: each promised good or service is distinct.
−Removed: The Company then recognizes as revenue the amount of the transaction price that is allocated
−Removed: to the respective performance obligation when (or as) the performance obligation is satisfied.
+Added: and (v) recognize revenue when (or as) the Company satisfies a performance obligation.
+Added: The Company only applies the five-step model to
+Added: contracts when it is probable that the Company will collect the consideration the Company is entitled to in exchange for the goods or
+Added: services the Company transfers to the customers.
+Added: At inception of the contract, once the contract is determined to be within the scope
+Added: of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations,
+Added: and assesses whether each promised good or service is distinct.
+Added: The Company then recognizes as revenue the amount of the transaction
+Added: price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
The following are examples of when the Company
3 unchanged sentences
of these agreements typically include payment to the Company related to one or more of the following:
−Removed: non-refundable upfront license fees,
−Removed: development and commercial milestones, partial or complete reimbursement of research and development costs, and royalties on net sales
−Removed: of licensed products.
−Removed: Each type of payments results in collaborative revenues except for revenues from royalties on net sales of licensed
−Removed: products, which are classified as royalty revenues.
+Added: non-refundable upfront license
+Added: fees, development and commercial milestones, partial or complete reimbursement of research and development costs, and royalties on net
+Added: sales of licensed products.
+Added: Each type of payments results in collaborative revenues except for revenues from royalties on net sales of
+Added: licensed products, which are classified as royalty revenues.
To date, the Company has not received any royalty revenues.
8 unchanged sentences
The Company had multiple deliverables under the
−Removed: collaborative agreements, including deliverables relating to grants of technology licenses, regulatory and clinical development, and marketing
−Removed: Estimation of the performance periods of the Company’s deliverables requires the use of management’s judgment.
−Removed: Significant factors considered in management’s evaluation of the estimated performance periods include, but are not limited to,
−Removed: the Company’s experience in conducting clinical development, regulatory and manufacturing activities.
−Removed: The Company reviews the estimated
−Removed: duration of its performance periods under its collaborative agreements on an annual basis, and makes any appropriate adjustments on a
−Removed: prospective basis.
−Removed: Future changes in estimates of the performance period under its collaborative agreements could impact the timing of
−Removed: future revenue recognition.
+Added: collaborative agreements, including deliverables relating to grants of technology licenses, regulatory and clinical development, and
+Added: marketing activities.
+Added: Estimation of the performance periods of the Company’s deliverables requires the use of management’s
+Added: Significant factors considered in management’s evaluation of the estimated performance periods include, but are not limited
+Added: to, the Company’s experience in conducting clinical development, regulatory and manufacturing activities.
+Added: The Company reviews the
+Added: estimated duration of its performance periods under its collaborative agreements on an annually basis, and makes any appropriate adjustments
+Added: on a prospective basis.
+Added: Future changes in estimates of the performance period under its collaborative agreements could impact the timing
+Added: of future revenue recognition.
(i) Non-refundable upfront payments
−Removed: If a license for the Company’s intellectual
+Added: If a license to the Company’s intellectual
property is determined to be distinct from the other performance obligations identified in an arrangement, the Company recognizes revenue
4 unchanged sentences
To date, the receipt of non-refundable upfront fees was solely
−Removed: compensation of past research efforts and contributions made by the Company before the collaborative agreements entered and it does not
−Removed: relate to any future obligations and commitments made between the Company and the collaboration partners in the collaborative agreements.
+Added: for the compensation of past research efforts and contributions made by the Company before the collaborative agreements entered into
+Added: and it does not relate to any future obligations and commitments made between the Company and the collaboration partners in the collaborative
(ii) Milestone payments
−Removed: The Company is eligible to receive milestone payments
−Removed: under the collaborative agreement with collaboration partners based on achievement of specified development, regulatory and commercial
−Removed: Management evaluated the nature of the events triggering these contingent payments, and concluded that these events fall into
−Removed: two categories:
−Removed: (a) events which involve the performance of the Company’s obligations under the collaborative agreement with collaboration
−Removed: partners, and (b) events which do not involve the performance of the Company’s obligations under the collaborative agreement with
−Removed: collaboration partners.
+Added: The Company is eligible to receive milestone
+Added: payments under the collaborative agreement with collaboration partners based on achievement of specified development, regulatory and
+Added: commercial events.
+Added: Management evaluated the nature of the events triggering these contingent payments, and concluded that these events
+Added: fall into two categories:
+Added: (a) events which involve the performance of the Company’s obligations under the collaborative agreement
+Added: with collaboration partners, and (b) events which do not involve the performance of the Company’s obligations under the collaborative
+Added: agreement with collaboration partners.
The former category of milestone payments consists
of those triggered by development and regulatory activities in the territories specified in the collaborative agreements.
−Removed: Management concluded
−Removed: that each of these payments constitute substantive milestone payments.
−Removed: This conclusion was based primarily on the facts that (i) each
−Removed: triggering event represents a specific outcome that can be achieved only through successful performance by the Company of one or more
−Removed: of its deliverables, (ii) achievement of each triggering event was subject to inherent risk and uncertainty and would result in additional
−Removed: payments becoming due to the Company, (iii) each of the milestone payments is non-refundable, (iv) substantial effort is required to complete
−Removed: each milestone, (v) the amount of each milestone payment is reasonable in relation to the value created in achieving the milestone, (vi)
−Removed: a substantial amount of time is expected to pass between the upfront payment and the potential milestone payments, and (vii) the milestone
−Removed: payments relate solely to past performance.
−Removed: Based on the foregoing, the Company recognizes any revenue from these milestone payments in
−Removed: the period in which the underlying triggering event occurs.
+Added: concluded that each of these payments constitute substantive milestone payments.
+Added: This conclusion was based primarily on the facts that
+Added: (i) each triggering event represents a specific outcome that can be achieved only through successful performance by the Company of one
+Added: or more of its deliverables, (ii) achievement of each triggering event was subject to inherent risk and uncertainty and would result
+Added: in additional payments becoming due to the Company, (iii) each of the milestone payments is non-refundable, (iv) substantial effort is
+Added: required to complete each milestone, (v) the amount of each milestone payment is reasonable in relation to the value created in achieving
+Added: the milestone, (vi) a substantial amount of time is expected to pass between the upfront payment and the potential milestone payments,
+Added: and (vii) the milestone payments relate solely to past performance.
+Added: Based on the foregoing, the Company recognizes any revenue from these
+Added: milestone payments in the period in which the underlying triggering event occurs.
(iii) Multiple Element Arrangements
7 unchanged sentences
(i) the delivered item(s) has
−Removed: value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item(s),
−Removed: delivery or performance of the undelivered item(s) is considered probable and substantially within its control.
−Removed: In assessing whether an
−Removed: item under a collaboration has standalone value, the Company considers factors such as the research, manufacturing, and commercialization
+Added: value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered
+Added: item(s), delivery or performance of the undelivered item(s) is considered probable and substantially within its control.
+Added: whether an item under a collaboration has standalone value, the Company considers factors such as the research, manufacturing, and commercialization
capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace.
1 unchanged sentence
considers whether its collaboration partners can use the other deliverable(s) for their intended purpose without the receipt of the remaining
−Removed: element(s), whether the value of the deliverable(s) is dependent on the undelivered item(s), and whether there are other vendors that
−Removed: can provide the undelivered element(s).
+Added: element(s), whether the value of the deliverable is dependent on the undelivered item(s), and whether there are other vendors that can
+Added: provide the undelivered element(s).
The Company recognizes arrangement consideration
1 unchanged sentence
In the event that a deliverable does not represent a separate unit of accounting, the Company recognizes revenue from the
−Removed: combined unit of accounting over the Company’s contractual or estimated performance period for the undelivered elements, which is
−Removed: typically the term of the Company’s research and development obligations.
−Removed: If there is no discernible pattern of performance or objectively
−Removed: measurable performance measures do not exist, then the Company recognizes revenue under the arrangement on a straight-line basis over
−Removed: the period the Company is expected to complete its performance obligations.
−Removed: Conversely, if the pattern of performance in which the service
−Removed: is provided to the customer can be determined and objectively measurable performance measures exist, then the Company recognizes revenue
−Removed: under the arrangement using the proportional performance method.
−Removed: Revenue recognized is limited to the lesser of the cumulative amount
−Removed: of payments received or the cumulative amount of revenue earned, as determined using the straight-line method or proportional performance
−Removed: method, as applicable, as of the period ending date.
+Added: combined unit of accounting over the Company’s contractual or estimated performance period for the undelivered elements, which
+Added: is typically the term of the Company’s research and development obligations.
+Added: If there is no discernible pattern of performance
+Added: or objectively measurable performance measures do not exist, then the Company recognizes revenue under the arrangement on a straight-line
+Added: basis over the period the Company is expected to complete its performance obligations.
+Added: Conversely, if the pattern of performance in which
+Added: the service is provided to the customer can be determined and objectively measurable performance measures exist, then the Company recognizes
+Added: revenue under the arrangement using the proportional performance method.
+Added: Revenue recognized is limited to the lesser of the cumulative
+Added: amount of payments received or the cumulative amount of revenue earned, as determined using the straight-line method or proportional
+Added: performance method, as applicable, as of the period ending date.
At the inception of an arrangement that includes
4 unchanged sentences
performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting
−Removed: from its performance to achieve the milestone, (2) the consideration relates solely to past performance and (3) the consideration is reasonable
−Removed: relative to all of the deliverables and payment terms within the arrangement.
−Removed: The Company evaluates factors such as the scientific, clinical,
−Removed: regulatory, commercial, and other risks that must be overcome to achieve the particular milestone and the level of effort and investment
−Removed: required to achieve the particular milestone in making this assessment.
−Removed: There is considerable judgment involved in determining whether
−Removed: a milestone satisfies all of the criteria required to conclude that a milestone is substantive.
−Removed: Milestones that are not considered substantive
−Removed: are recognized as earned if there are no remaining performance obligations or over the remaining period of performance, assuming all other
−Removed: revenue recognition criteria are met.
+Added: from its performance to achieve the milestone, (2) the consideration relates solely to past performance and (3) the consideration is
+Added: reasonable relative to all of the deliverables and payment terms within the arrangement.
+Added: The Company evaluates factors such as the scientific,
+Added: clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone and the level of effort and
+Added: investment required to achieve the particular milestone in making this assessment.
+Added: There is considerable judgment involved in determining
+Added: whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive.
+Added: Milestones that are not considered
+Added: substantive are recognized as earned if there are no remaining performance obligations or over the remaining period of performance, assuming
+Added: all other revenue recognition criteria are met.
(iv) Royalties and Profit Sharing Payments
Under the collaborative agreement with the collaboration
−Removed: partners, the Company is entitled to receive royalties on sales of products, which is at a certain percentage of the net sales.
+Added: partners, the Company is entitled to receive royalties on sales of products, which is at certain percentage of the net sales.
recognizes revenue from these events based on the revenue recognition criteria set forth in ASC 606.
Based on those criteria, the Company
−Removed: considers these payments to be contingent revenues, and recognizes them as revenue in the period in which the applicable contingency is
+Added: considers these payments to be contingent revenues, and recognizes them as revenue in the period in which the applicable contingency
Revenues Derived from Research and Development
2 unchanged sentences
in accordance with the contract terms.
−Removed: The Company typically has only one performance obligation at the beginning of a contract, which
+Added: The Company typically has only one performance obligation at the inception of a contract, which
is to perform research and development services.
The Company may also provide its customers with an option to request that the Company
−Removed: provides additional goods or services in the future, such as active pharmaceutical ingredients, API, or IND/NDA/ANDA/510K submissions.
+Added: provides additional goods or services in the future, such as active pharmaceutical ingredient, API, or IND/NDA/ANDA/510K submissions.
The Company evaluates whether these options are material rights at the inception of the contract.
7 unchanged sentences
with provisions of gross or net revenue presentation.
−Removed: The Company recognizes the corresponding revenues or records the corresponding offset
−Removed: to research and development expenses as it satisfies the related performance obligations.
+Added: The Company recognizes the corresponding revenues or records the corresponding
+Added: offset to research and development expenses as it satisfies the related performance obligations.
The Company then determines the transaction price
15 unchanged sentences
between payment by the customers and the transfer of the promised goods or services to the customers will be one year or less.
+Added: Long-Term Equity Investment
+Added: The Company acquires long-term investments to
+Added: promote business and strategic objectives.
+Added: The accounting treatments are as follows:
+Added: Marketable equity investments:
+Added: The Company measures marketable equity
+Added: securities at fair value at each reporting date, with unrealized gains and losses recognized in net income in accordance with ASC
+Added: Fair value is determined based on quoted market prices or other observable inputs.
+Added: Non-marketable equity investments:
+Added: When the equity method does not
+Added: apply, non-marketable equity investments are accounted for at cost, adjusted for observable price changes in orderly transactions
+Added: for identical or similar investments and for impairments, if applicable.
+Added: Equity method investments:
+Added: Investments in which the Company has the
+Added: ability to exercise significant influence, but not control, over the investee, are accounted for using the equity method.
+Added: recognizes its proportionate share of the investee’s income or loss in gains (losses) on equity investments on a monthly basis.
Stock-based Compensation
−Removed: The Company measures expense associated with all
−Removed: employee stock-based compensation awards using a fair value method and recognizes such expense in the consolidated financial statements
+Added: The Company measures expense associated with
+Added: all employee stock-based compensation awards using a fair value method and recognizes such expense in the consolidated financial statements
on a straight-line basis over the requisite service period in accordance with ASC 718 “Compensation-Stock Compensation”.
−Removed: director, officer, and employee stock-based compensation expenses were $ 450,000 and $ 0 for the three months ended September 30, 2025 and
−Removed: 2024, respectively, and were $ 712,500 and $ 2,122,756 for the nine months ended September 30, 2025 and 2024, respectively.
−Removed: The Company accounted for stock-based compensation
−Removed: to non-employees in accordance with ASC 718 “Compensation-Stock Compensation” and ASC 505-50 “Equity-Based Payments
−Removed: to Non-Employees” which requires that the cost of services received from non-employees is measured at fair value at the earlier
−Removed: of the performance commitment date or the date service is completed and recognized over the period the service is provided.
−Removed: Total non-employee
−Removed: stock-based compensation expenses were $ 686,217 and $ 95,875 for the three months ended September 30, 2025 and 2024, respectively, and
−Removed: $ 2,044,103 and $ 287,625 for the nine months ended September 30, 2025 and 2024, respectively.
+Added: Total director, officer, and employee stock-based compensation expenses were $ 69,171 and $ 0 for the three months ended March 31, 2026
+Added: and 2025, respectively.
+Added: The Company accounted for stock-based compensation to non-employees
+Added: in accordance with ASC 718 “Compensation-Stock Compensation” and ASC 505-50 “Equity-Based Payments to Non-Employees”
+Added: which requires that the cost of services received from non-employees is measured at fair value at the earlier of the performance commitment
+Added: date or the date service is completed and recognized over the period the service is provided.
+Added: Total non-employee stock-based compensation
+Added: expenses were $ 106,287 and $ 48,773 for rent for the three months ended March 31, 2026 and 2025, and $ 611,916 and nil for consulting
+Added: services for the three months ended March 31, 2026 and 2025.
+Added: Loss Per Share of Common Stock
+Added: The Company calculates net loss per share in
+Added: accordance with ASC 260, “Earnings per Share”.
+Added: Basic loss per share is computed by dividing the net loss by the weighted
+Added: average number of common shares outstanding during the period.
+Added: Diluted loss per share is computed similar to basic loss per share except
+Added: that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential
+Added: common stock equivalents had been issued and if the additional common shares were dilutive.
+Added: Diluted earnings per share excludes all dilutive
+Added: potential shares if their effect is anti-dilutive.
+Added: Three Months Ended
+Added: Net loss attributable to ABVC’s common stockholders
+Added: $ ( 1,560,242 )
+Added: $ ( 842,075 )
+Added: Weighted-average shares outstanding – Basic & Diluted
+Added: Loss per share
+Added: -Basic & Diluted
Commitments and Contingencies
1 unchanged sentence
subtopic 20, in determining its accruals and disclosures with respect to loss contingencies.
−Removed: Accordingly, estimated losses from loss contingencies
−Removed: are accrued by a charge to income when information available before financial statements are issued or are available to be issued indicates
−Removed: that it is probable that an asset has been impaired or a liability has been incurred on the date of the financial statements and the amount
−Removed: of the loss can be reasonably estimated.
+Added: Accordingly, estimated losses from loss
+Added: contingencies are accrued by a charge to income when information available before financial statements are issued or are available to
+Added: be issued indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial
+Added: statements and the amount of the loss can be reasonably estimated.
Legal expenses associated with the contingency are expensed as incurred.
−Removed: If a loss contingency
−Removed: is not probable or reasonably estimable, disclosure of the loss contingency is made in financial statements when it is at least reasonably
−Removed: possible that a material loss could be incurred.
+Added: If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in financial statements when
+Added: it is at least reasonably possible that a material loss could be incurred.
+Added: Convertible Notes Payable
+Added: The Company accounts for its convertible instruments
+Added: in accordance with ASC 470-20, as amended by ASU 2020-06.
+Added: Under this guidance, convertible notes are generally recognized as a single
+Added: liability on the Balance Sheet.
+Added: The Company does not separate a conversion feature from the host debt instrument unless the feature must
+Added: be separately accounted for as a derivative under ASC 815.
+Added: Debt issuance costs, if any, are deferred and amortized to interest expense
+Added: over the term of the note.
+Added: Interest expense is recognized based on the contractual rate and includes the amortization of debt discounts
+Added: and issuance costs.
Foreign-currency Transactions
For the Company’s subsidiaries in Taiwan,
−Removed: the foreign-currency transactions are recorded in New Taiwan Dollars (“NTD”) at the rates of exchange in effect when the transactions
−Removed: Gains or losses resulting from the application of different foreign exchange rates when cash in foreign currency is converted into
−Removed: NTD, or when foreign-currency receivables or payables are settled, are credited or charged to income in the year of conversion or settlement.
−Removed: On balance sheet dates, the balances of foreign currency assets and liabilities are restated at the prevailing exchange rates and the
−Removed: resulting differences are charged to current income except for those foreign currencies denominated investments in shares of stock where
−Removed: such differences are accounted for as translation adjustments under the Statements of Changes in Stockholders’ Equity.
+Added: the foreign-currency transactions are recorded in New Taiwan Dollars (“NTD”) at the rates of exchange in effect when the
+Added: transactions occur.
+Added: Gains or losses resulting from the application of different foreign exchange rates when cash in foreign currency
+Added: is converted into NTD, or when foreign-currency receivables or payables are settled, are credited or charged to income in the year of
+Added: conversion or settlement.
+Added: On balance sheet dates, the balances of foreign-currency assets and liabilities are restated at the prevailing
+Added: exchange rates and the resulting differences are charged to current income except for those foreign currencies denominated investments
+Added: in shares of stock where such differences are accounted for as translation adjustments under the Statements of Changes in Stockholders’
Segment Reporting
−Removed: ASC 280 “Segment Reporting” requires
−Removed: public companies to report financial and descriptive information about their reportable operating segments.
−Removed: The Company identifies the
−Removed: operating segments based on how the chief operating decision maker internally evaluates separate financial information, business activities
−Removed: and management responsibility.
−Removed: The Company currently has one reportable
−Removed: segment, and assets are reviewed on a consolidated basis.
−Removed: As such, segmental data is not provided.
−Removed: The following tables present revenue and gross
−Removed: profit information for each of our only reportable segment:
−Removed: Three Months Ended
−Removed: Nine Months Ended
−Removed: Cost of revenues
−Removed: Segment Gross (loss) profit
−Removed: Depreciation Expense
+Added: ASC 280 “Segment Reporting” requires public companies to
+Added: report financial and descriptive information about their reportable operating segments.
+Added: The Company uses the management approach to determine operating segments.
+Added: The management approach considers the internal organization and reporting used by the Group’s chief operating decision maker (“CODM”)
+Added: for making decisions, allocating resources and assessing performance.
+Added: The Group’s CODM was identified as the Chief Executive Officer
+Added: and Chairman of the Board, who reviews consolidated results at a consolidated level when making decisions about allocating resources and
+Added: assessing performance of the Group.
+Added: The Group believes it has only one operating segment and reportable segment, which is biotechnology
+Added: to fulfill unmet medical needs and focuses on the development of new drugs and medical devices derived from plants.
+Added: The Company does not distinguish revenues, costs or expenses between
+Added: markets in its internal reporting, and reports costs and expenses by nature as a whole.
+Added: Hence, the Company has only one reportable segment.
+Added: The following table shows revenues and long-lived assets by geographic areas.
+Added: For The Three-Month
+Added: Periods Ended
+Added: Revenue from entities in Taiwan
+Added: Revenue from entities in the U.S.
+Added: Property and equipment, net located in
The following table provides a reconciliation
of total segment gross profit to the Company’s loss before provision for income tax:
−Removed: Three Months Ended
−Removed: Nine Months Ended
−Removed: Segment Gross (loss) profit
+Added: For The Three-Month
+Added: Periods Ended
+Added: Segment Gross Profit (Loss)
Selling, general and administrative expenses
6 unchanged sentences
Loss on investment in equity securities
−Removed: Other income (expenses), net
−Removed: Loss before provision income tax
−Removed: $ ( 1,286,996 )
−Removed: $ ( 487,076 )
+Added: Other income, net
+Added: Loss before provision for income tax
$ ( 1,689,937 )
1 unchanged sentence
Recent Accounting Pronouncements
−Removed: In accordance with Staff Accounting Bulletin No.
+Added: In accordance with Staff Accounting Bulletin
74 (SAB 74), the Company evaluates the impact of newly issued accounting standards on its financial statements.
8 unchanged sentences
The ASU is effective on a prospective or retrospective
−Removed: basis for the annual reporting period beginning after December 15, 2026, and interim reporting period beginning after December 15, 2027.
−Removed: Early adoption is permitted.
−Removed: This ASU will likely result in the required additional disclosures being included in our consolidated financial
−Removed: statements once adopted.
−Removed: The Company will continue to monitor other issued
−Removed: but not yet effective standards and will update its disclosures as more information becomes available.
+Added: basis for annual reporting period beginning after December 15, 2026, and interim reporting period beginning after December 15, 2027.
+Added: adoption is permitted.
+Added: This ASU will likely result in the required additional disclosures and the Company expects no material impact on
+Added: consolidated financial statements of adopting.
COLLABORATIVE AGREEMENTS
−Removed: Collaborative agreements with BHK, a related
−Removed: On February 24, 2015, BioLite Taiwan and BioHopeKing Corporation (the “BHK”) entered into a co-development agreement, (the “BHK Co-Development Agreement”), pursuant to which it is collaborative with BHK to develop and commercialize BLI-1401-2 (Botanical Drug) Triple Negative Breast Cancer (TNBC) Combination Therapy (BLI-1401-2 Products) in Asian countries excluding Japan for all related intellectual property rights, and has developed it for medicinal use in collaboration with outside researchers.
−Removed: The development costs shall be shared 50/50 between BHK and the Company.
−Removed: 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.
−Removed: On July 27, 2016, BioLite Taiwan and BHK agreed
−Removed: to amend the payment terms of the milestone payment in an aggregate amount of $10 million based on the following schedule:
−Removed: Upon signing of the BHK Co-Development Agreement:
−Removed: $1 million, or 10% of total payment
−Removed: Upon the first Investigational New Drug (IND) submission and BioLite Taiwan will deliver all data to BHK according to FDA Reviewing requirement:
−Removed: $1 million, or 10% of total payment
−Removed: At the completion of first phase II clinical trial:
−Removed: $1 million, or 10% of total payment
−Removed: At the initiation of phase III of clinical trial research:
−Removed: $3 million, or 30% of total payment
−Removed: Upon the New Drug Application (NDA) submission:
−Removed: $4 million, or 40% of total payment
−Removed: In December 2015, BHK paid a non-refundable upfront
−Removed: cash payment of $ 1 million, or 10 % of $ 10.0 million, upon the signing of BHK Co-Development Agreement.
−Removed: The Company concluded that the
−Removed: deliverables are considered separate units of accounting as the delivered items have value to the customer on a standalone basis and recognized
−Removed: this cash receipt as collaboration revenue when all research, technical, and development data was delivered to BHK in 2015.
−Removed: is for the compensation of past research efforts and contributions made by BioLite Taiwan before this collaborative agreement was signed
−Removed: and it does not relate to any future commitments made by BioLite Taiwan and BHK in this collaborative agreement.
−Removed: In August 2016, the Company
−Removed: received the second milestone payment of NTD 31,649,000 , approximately equivalent to $ 1 million, and recognized collaboration revenue
−Removed: for the year ended December 31, 2016.
−Removed: As of the date of this report, the Company has not completed the first phase II clinical trial.
−Removed: In addition to the milestone payments, BioLite
−Removed: Taiwan is entitled to receive royalty on 12 % of BHK’s net sales related to BLI-1401-2 Products.
−Removed: As of September 30, 2025, the Company
−Removed: has not earned the royalty under the BHK Co-Development Agreement.
−Removed: On December 9, 2015, BioLite Taiwan entered into another two collaborative agreements (the “BHK Collaborative Agreements”), pursuant to which it is collaborative with BHK to co-develop and commercialize BLI-1005 for “Targeting Major Depressive Disorder” (BLI-1005 Products) and BLI-1006 for “Targeting Inflammatory Bowel Disease” (BLI-1006 Products) in Asia excluding Japan for all related intellectual property rights, and has developed it for medicinal use in collaboration with outside researchers.
−Removed: The development costs shall be shared 50/50 between BHK and the Company.
−Removed: 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.
−Removed: In 2015, the Company recognized the cash receipt
−Removed: in a total of NTD 50 million, approximately equivalent to $ 1.6 million, as collaboration revenue when all research, technical, and development
−Removed: data was delivered to BHK.
−Removed: The Company concluded that the deliverables are considered separate units of accounting as the delivered items
−Removed: have value to the customer on a standalone basis and recognized this payment as collaboration revenue when all research, technical, data
−Removed: and development data were delivered to BHK.
−Removed: The cash receipt is for the compensation of past research efforts and contributions made by
−Removed: BioLite Taiwan before this BHK Collaborative Agreements was signed and it does not relate to any future commitments made by BioLite Taiwan
−Removed: and BHK in this BHK Collaborative Agreements.
−Removed: In addition to the total of NTD 50 million, approximately
−Removed: equivalent to $ 1.6 million, BioLite Taiwan is entitled to receive 50 % of the future net licensing income or net sales profit.
−Removed: As of September
−Removed: 30, 2025, the Company has not earned royalty under the BHK Collaborative Agreements.
−Removed: Co-Development agreement with Rgene Corporation,
−Removed: a related party
−Removed: On May 26, 2017, the Company through its subsidiary,
−Removed: BriVision, entered into a co-development agreement (the “Co-Dev Agreement”) with Rgene Corporation (the “Rgene”),
−Removed: a related party controlled by the controlling beneficiary shareholder of YuanGene Corporation (See Note 10).
−Removed: Pursuant to Co-Dev Agreement,
−Removed: the Company and Rgene agreed to co-develop and commercialize ABV-1507 HER2/neu Positive Breast Cancer Combination Therapy, ABV-1511 Pancreatic
−Removed: Cancer Combination Therapy and ABV-1527 Ovary Cancer Combination Therapy.
−Removed: Under the terms of the Co-Dev Agreement, Rgene is required to pay
−Removed: the Company $ 3.0 million in cash or stock of Rgene with equivalent value by August 15, 2017.
−Removed: The payment is for the compensation of the
−Removed: Company’s past research efforts and contributions before the Co-Dev Agreement was signed, and it does not relate to any future commitments
−Removed: made by the Company and Rgene in this Co-Dev Agreement.
−Removed: In addition to $ 3.0 million, the Company is entitled to receive 50 % of the future
−Removed: net licensing income or net sales profit earned by Rgene, if any, and any development costs shall be equally shared by both the Company
−Removed: On June 1, 2017, the Company has delivered all
−Removed: research, technical, data and development data to Rgene.
−Removed: Since both Rgene and the Company are related parties and under control by a controlling
−Removed: beneficiary shareholder of YuanGene Corporation and a director and officer of the Company, the Company has recorded the full amount of
−Removed: $ 3.0 million in connection with the Co-Dev Agreement as additional paid-in capital during the year ended December 31, 2017.
−Removed: year ended December 31, 2017, the Company received $ 450,000 in cash.
−Removed: On December 24, 2018, the Company received the remaining balance
−Removed: of $ 2,550,000 in the form of newly issued shares of Rgene’s Common Stock, at the price of NTD 50 per share (approximately equivalent
−Removed: to $ 1.60 per share), for an aggregate number of 1,530,000 shares, which accounted for equity method long-term investment as of December
−Removed: On December 31, 2018, the Company determined to fully write off this investment based on the Company’s assessment of the
−Removed: severity and duration of the impairment, and qualitative and quantitative analysis of the operating performance of the investee, adverse
−Removed: changes in market conditions and the regulatory or economic environment, changes in operating structure of Rgene, additional funding requirements,
−Removed: and Rgene’s ability to remain in business.
−Removed: All projects that have been initiated will be managed and supported by the Company and
−Removed: The Company and Rgene signed an amendment to the
−Removed: Co-Dev Agreement on November 10, 2020, pursuant to which both parties agreed to delete AB-1507 HER2/neu Positive Breast Cancer Combination
−Removed: Therapy and ABV-1527 Ovary Cancer Combination Therapy and add ABV-1519 EGFR Positive Non-Small Cell Lung Cancer Combination Therapy and
−Removed: ABV-1526 Large Intestine / Colon / Rectal Cancer Combination Therapy to the products to be co-developed and commercialized.
−Removed: Other provisions
−Removed: of the Co-Dev Agreement remain in full force and effect.
−Removed: On June 10, 2022, the Company expanded its co-development
−Removed: partnership with Rgene.
−Removed: On that date, BioKey, ABVC has entered into a Clinical Development Service Agreement with Rgene to guide three
−Removed: Rgene drug products, RGC-1501 for the treatment of Non-Small Cell Lung Cancer (NSCLC), RGC-1502 for the treatment of pancreatic cancer
−Removed: and RGC 1503 for the treatment of colorectal cancer patients, through completion of Phase II clinical studies under the U.S.
−Removed: FDA IND regulatory
−Removed: requirements.
−Removed: Under the terms of the new Services Agreement, BioKey is eligible to receive payments totaling $ 3.0 million over a 3 -year
−Removed: period with each payment amount to be determined by certain regulatory milestones obtained during the agreement period.
−Removed: The Service Agreement
−Removed: shall remain in effect until the expiration date of the last patent and automatically renew for 5 more years unless terminated earlier
−Removed: by either party with six months’ written notice.
−Removed: Either party may terminate the Service Agreement for cause by providing 30 days
−Removed: written notice.
−Removed: Through a series of transactions over the past
−Removed: 5 years, the Company and Rgene have co-developed the three drug products covered by the Service Agreement, which has resulted in the Company
−Removed: owning 26.65 % of Rgene.
−Removed: As part of the Rgene Studies, the Company agreed
−Removed: to loan $ 1.0 million and made $ 0.5 million to Rgene, for which Rgene has provided the Company with a 5 % interest rate convertible loan
−Removed: (the “Note”).
−Removed: If the Note is fully converted, the Company will own an additional 6.4 % of Rgene.
−Removed: The Company may convert the
−Removed: 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 %
−Removed: discount of the stock price of the then most recent offering, whichever is lower;
−Removed: the conversion price is subject to adjustment as set
−Removed: forth in the Note.
−Removed: The Note includes standard events of default, as well as a cross-default provision pursuant to which a breach of the
−Removed: Service Agreement will trigger an event of default under the Note if not cured after 5 business days of written notice regarding the breach
−Removed: Upon an event of default, the outstanding principal and any accrued and unpaid interest shall be immediately due and payable.
−Removed: The Note was fully converted to Rgene’s common stocks in 2024.
−Removed: See Note 6 for details.
−Removed: The Service Agreement shall remain in effect until
−Removed: the expiration date of the last patent and automatically renew for 5 more years unless terminated earlier by either party with six months’
−Removed: written notice.
−Removed: Either party may terminate the Service Agreement for cause by providing 30 days’ written notice.
−Removed: Rgene has further agreed, effective July 1, 2022,
−Removed: to provide the Company with a seat on Rgene’s Board of Directors until the loan is repaid in full.
−Removed: The Company has nominated Dr.
−Removed: Jiang, its Chief Strategy Officer and Director to occupy that seat;
−Removed: Jiang is also one of the Company’s director and officer.
−Removed: The Rgene Studies is a related party transaction.
−Removed: Collaborative agreement with BioFirst Corporation,
−Removed: a related party
−Removed: On July 24, 2017, the Company through its subsidiary,
−Removed: BriVision, entered into a collaborative agreement (the “BioFirst Collaborative Agreement”) with BioFirst Corporation (“BioFirst”),
−Removed: pursuant to which BioFirst granted the Company the global licensing right for medical use of the product (the “Product”):
−Removed: BFC-1401 Vitreous Substitute for Vitrectomy.
−Removed: BioFirst is a related party to the Company because a controlling beneficiary shareholder
−Removed: of YuanGene Corporation and the Company is one of the directors and common stock shareholders of BioFirst (See Note 10).
−Removed: Pursuant to the BioFirst Collaborative Agreement,
−Removed: the Company will co-develop and commercialize the Product with BioFirst and pay BioFirst in a total amount of $ 3.0 million in cash or
−Removed: stock of the Company before September 30, 2018.
−Removed: The amount of $ 3.0 million is in connection with the compensation for BioFirst’s
−Removed: past research efforts and contributions made by BioFirst before the BioFirst Collaborative Agreement was signed and it does not relate
−Removed: to any future commitments in this BioFirst Collaborative Agreement.
−Removed: In addition, the Company is entitled to receive 50 % of the future
−Removed: net licensing income or net sales profit, if any, and any development cost shall be equally shared by both the Company and BioFirst.
−Removed: On September 25, 2017, BioFirst delivered all
−Removed: research, technical, data and development data to the Company.
−Removed: The Company determined to fully expense the entire amount of $ 3.0 million
−Removed: since currently the related licensing rights do not have alternative future uses.
−Removed: According to ASC 730-10-25-1, absent alternative future
−Removed: uses the acquisition of product rights to be used in research and development activities must be charged to research and development expenses
−Removed: Hence, the entire amount of $ 3.0 million is fully expensed as research and development expense during the year ended December
−Removed: On June 30, 2019, BriVision entered into a Stock
−Removed: Purchase Agreement (the “Purchase Agreement”) with BioFirst.
−Removed: Pursuant to the Purchase Agreement, the Company issued 42,857
−Removed: shares (post-split) of the Company’s common stock to BioFirst in consideration for $ 3.0 million owed by the Company to BioFirst
−Removed: (the “Total Payment”) in connection with BioFirst Collaborative Agreement.
−Removed: On August 5, 2019, BriVision entered into a second
−Removed: Stock Purchase Agreement (“Purchase Agreement 2”) with BioFirst.
−Removed: Pursuant to Purchase Agreement 2, the Company issued 41,470
−Removed: shares (post-split) of the Company’s common stock to BioFirst in consideration for $ 2,902,911 owed by the Company to BioFirst in
−Removed: connection with a loan provided to BriVision from BioFirst.
−Removed: On November 4, 2020, the Company executed an amendment
−Removed: to the BioFirst Collaborative Agreement to add ABV-2001 Intraocular Irrigation Solution and ABV-2002 Corneal Storage Solution to the agreement.
−Removed: ABV-2002 is utilized during a corneal transplant procedure to replace a damaged or diseased cornea while ABV-2001 has broader utilization
−Removed: during a variety of ocular procedures.
−Removed: Initially the Company will focus on ABV-2002,
−Removed: a solution utilized to store a donor cornea prior to either penetrating keratoplasty (full thickness cornea transplant) or endothelial
−Removed: keratoplasty (back layer cornea transplant).
−Removed: ABV-2002 is a solution comprised of a specific poly amino acid that protects ocular tissue
−Removed: from damage caused by external osmolarity exposure during pre-surgery storage.
−Removed: The specific polymer in ABV-2002 can adjust osmolarity
−Removed: to maintain a range of 330 to 390 mOsM thereby permitting hydration within the corneal stroma during the storage period.
−Removed: Stromal hydration
−Removed: results in (a) maintaining acceptable corneal transparency and (b) prevents donor cornea swelling.
−Removed: ABV-2002 also contains an abundant
−Removed: phenolic phytochemical found in plant cell walls that provide antioxidant antibacterial properties and neuroprotection.
−Removed: Early testing by BioFirst indicates that ABV-2002
−Removed: may be more effective for protecting the cornea and retina during long-term storage than other storage media available today and can be
−Removed: manufactured at lower cost.
−Removed: Further ABV-2002 product development was put on hold due to the lack of funding.
−Removed: In addition, BioFirst was incorporated on November
−Removed: 7, 2006, focusing on the R&D, manufacturing, and sales of innovative patented pharmaceutical products.
−Removed: The technology of BioFirst
−Removed: comes from the global exclusive licensing from domestic R & D institutions.
−Removed: Currently, the main research and development product is
−Removed: the vitreous substitute (Vitargus®) Licensed by the National Health Research Institutes.
−Removed: Vitargus is the world’s first bio-degradable
−Removed: vitreous substitute and offers a number of advantages over current vitreous substitutes by minimizing medical complications and reducing
−Removed: the need for additional surgeries.
−Removed: BioFirst has started the construction of a GMP
−Removed: factory in Hsinchu Biomedical Science Park, Taiwan, with the aim at building a production base to supply the global market, and promote
−Removed: the construction of bio-degradable vitreous substitute manufacturing centers in Taiwan.
−Removed: Completion of this factory would allow ABVC to
−Removed: manufacture Vitargus with world-class technology in a GMP certified pharmaceutical factory.
−Removed: BioFirst is targeting to complete the construction
−Removed: As of September 30, 2025, the Company has not
−Removed: earned any net licensing income or net sales profit earned by BioFirst under these collaborative agreements.
−Removed: Collaborative agreement with ForSeeCon Eye
−Removed: Corporation, a related party
+Added: Collaborative agreement with ForSeeCon
+Added: Eye Corporation, a related party
On March 25, 2024, the Company and BioFirst each
6 unchanged sentences
As per each of the respective FEYE Licensing Agreements, each of the Company and BioFirst shall receive a total licensing fee
−Removed: of $ 33.5 million, composed of an upfront payment of $ 30 million, which can instead be paid with 5 million shares of FEYE stock at $ 6 per
−Removed: share within 30 days after the execution of the FEYE Licensing Agreement, and a $ 3.5 million cash milestone payment, due 30 days upon
−Removed: completion of next round fundraising.
−Removed: Additionally, each of the Company and BioFirst are eligible to receive royalties of 5 % of net sales.
−Removed: of September 30, 2025, the Company received 5 million FEYE shares but did not recognize such licensing revenue since the fair value of
−Removed: FEYE stock is uncertain.
+Added: of $ 33.5 million, composed of an upfront payment of $ 30 million, which can instead be paid with 5 million shares of FEYE stock at $ 6
+Added: per share within 30 days after the execution of the FEYE Licensing Agreement, and a $ 3.5 million cash milestone payment, due 30 days
+Added: upon completion of next round fundraising.
+Added: Additionally, each of the Company and BioFirst are eligible to receive royalties of 5 % of
+Added: As of March 31, 2025, the Company received 5 million FEYE shares but did not recognize such licensing revenue since the
+Added: fair value of FEYE stock is uncertain.
On June 18, 2024, the Company and BioFirst, each
2 unchanged sentences
as $ 100,000 ), at any given time, rather than in one lump sum.
−Removed: During the three and nine months ended September 30, 2025, the Company received
−Removed: in cash and recognized revenue of $ 200,000 and $ 200,000 , respectively.
−Removed: During the three and nine months ended September 30, 2024, the
−Removed: Company received in cash and recognized revenue of $ 180,000 and $ 296,000 , respectively.
+Added: There was no cash receipt in the three months periods ended March 31, 2026
+Added: and 2025, respectively.
Collaborative agreement with OncoX BiopPharma,
11 unchanged sentences
of which there can be no guarantee.
−Removed: Oncox entered into another agreement with ABVC’s affiliate, Rgene Corporation, on the same terms.
−Removed: During the three and nine months ended September 30, 2025, the Company received in cash and recognized revenue of $ 595,950 and $ 595,950 ,
−Removed: respectively.
−Removed: During the three and nine months ended September 30, 2024, the Company received in cash and recognized revenue of $ 200,000
+Added: Oncox entered into another agreement with ABVC’s affiliate, Rgene Corporation, on the same
+Added: During the year ended December 31, 2024, the Company received in cash and recognized revenue of $ 200,000 pursuant to the agreement.
+Added: At the time of transferring the license, Rgene Corporation also received 1.25 million OncoX shares but did not recognize such licensing
+Added: revenue since the fair value of Oncox stock is uncertain.
+Added: There was no cash receipt in the three months periods ended March 31, 2026
and 2025, respectively.
−Removed: pursuant to the agreement.
−Removed: At the time of transferring the license, the Company also received 1.25 million
−Removed: OncoX shares but did not recognize such licensing revenue since the fair value of Oncox stock is uncertain.
On May 8, 2024, the Company entered into a definitive
3 unchanged sentences
In consideration thereof, Oncox shall pay ABVC a total of $ 6.25 million (or 1.25 million Oncox shares valued at $ 5
−Removed: per share) within 30 days of entering into the May 8, 2024 Oncox Agreement, with an additional milestone payment of $ 625,000 in cash after
−Removed: OncoX’s next round of fundraising, of which there can be no guarantee.
−Removed: Oncox may remit cash payments of at least $ 100,000 towards
−Removed: the licensing fees and deductible from the second milestone payment;
−Removed: ABVC is also entitled to royalties of 5 % of net sales, as defined
−Removed: in the May 8, 2024 Oncox Agreement, from the first commercial sale of the Pancreatic Product in the noted territory, which remains uncertain.
−Removed: 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
−Removed: such payments.
+Added: per share) within 30 days of entering into the May 8, 2024 Oncox Agreement, with an additional milestone payment of $ 625,000 in cash
+Added: after OncoX’s next round of fundraising, of which there can be no guarantee.
+Added: Oncox may remit cash payments of at least $ 100,000
+Added: towards the licensing fees and deductible from the second milestone payment;
+Added: ABVC is also entitled to royalties of 5 % of net sales, as
+Added: defined in the May 8, 2024 Oncox Agreement, from the first commercial sale of the Pancreatic Product in the noted territory, which remains
+Added: 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
+Added: to fund such payments.
Oncox entered into another agreement with ABVC’s affiliate, Rgene Corporation, on the same terms.
−Removed: At the time of
−Removed: transferring the license, the Company also received 1.25 million OncoX shares but did not recognize such licensing revenue since the fair
−Removed: value of Oncox stock is uncertain.
−Removed: There was no cash receipt from this agreement in the nine months periods ended September 30, 2025 and
+Added: time of transferring the license, Rgene Corporation also received 1.25 million OncoX shares but did not recognize such licensing revenue
+Added: since the fair value of Oncox stock is uncertain.
+Added: There was no cash receipt in the three months periods ended March 31, 2026 and 2025,
respectively.
5 unchanged sentences
In each agreement for consideration thereof, Oncox shall pay each licensor a total of $ 6.25 million (or 1.25 million Oncox shares valued
−Removed: at $ 5 per share) within 30 days of entering into the May 14, 2024 Oncox Agreements, with an additional milestone payment of $ 625,000 in
−Removed: cash after OncoX’s next round of fundraising, of which there can be no guarantee.
+Added: at $ 5 per share) within 30 days of entering into the May 14, 2024 Oncox Agreements, with an additional milestone payment of $ 625,000
+Added: 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;
−Removed: each licensor is also entitled to royalties of 5 % of net
−Removed: sales, from the first commercial sale of the TNBC Product in the noted territory, which remains uncertain.
−Removed: The Company will permit Oncox
−Removed: to pay the license fee in installments or in a lump sum and will allow Oncox to use its revenue to fund such payments.
−Removed: At the time of
−Removed: transferring the license, the Company and BioLite also each received 1.25 million OncoX shares but did not recognize such licensing revenue
−Removed: since the fair value of Oncox stock is uncertain.
−Removed: There was no cash receipt from this agreement in the nine months periods ended September
+Added: each licensor is also entitled to royalties of
+Added: 5 % of net sales, from the first commercial sale of the TNBC Product in the noted territory, which remains uncertain.
+Added: The Company will
+Added: 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.
+Added: the time of transferring the license, the Company and BioLite also each received 1.25 million OncoX shares but did not recognize such
+Added: licensing revenue since the fair value of Oncox stock is uncertain.
+Added: There was no cash receipt in the three months periods ended March
31, 2026 and 2025, respectively.
14 unchanged sentences
licensing revenue since the fair value of Oncox stock is uncertain.
−Removed: There was no cash receipt from this agreement in the nine months periods
−Removed: ended September 30, 2025 and 2024, respectively.
+Added: There was no cash receipt in the three months periods ended March
+Added: 31, 2026 and 2025, respectively.
Above mentioned price of OncoX’s shares
3 unchanged sentences
and Equipment
−Removed: The Company has two pieces of land, offices and
−Removed: labs located in Taiwan, and a GMP manufacturing facility in Fremont, CA.
−Removed: Property and equipment as of September 30, 2025 and December
−Removed: 31, 2024 are summarized as follows:
−Removed: September 30,
+Added: The Company has land, offices and labs located
+Added: in Taiwan, and a GMP manufacturing facility in Fremont, CA.
+Added: Property and equipment as of March 31, 2026 and December 31, 2025 are summarized
Buildings and leasehold improvements
5 unchanged sentences
Property and equipment, net
−Removed: Depreciation expenses were $ 5,821 and $ 7,013 for the three months
−Removed: ended September 30, 2025 and 2024, respectively, and were $ 19,539 and $ 21,605 for the nine months ended September 30, 2025 and 2024, respectively.
−Removed: As of September 30, 2025 and December 31, 2024, the land with book value amounted to approximately $ 4,222,502 and $ 338,966 (except for
−Removed: the recently acquired land in Puli, Taiwan, amounted to $ 7,675,421 ), respectively, were pledged for obtaining bank loans (see Notes 9
−Removed: for asset acquisition
−Removed: Prepayment for asset acquisition consists of the
−Removed: properties in Chengdu, China.
−Removed: The Company entered into a cooperation agreement on August 14, 2023, with Zhong Hui Lian He Ji Tuan, Ltd.
−Removed: (the “Zhonghui”).
−Removed: Pursuant thereto, the Company will acquire 20 % of the ownership of certain property and a parcel of the
−Removed: land, with a view to jointly developing the property into a healthcare center for senior living, long-term care, and medical care in the
−Removed: areas of ABVC’s special interests, such as Ophthalmology, Oncology, and Central Nervous Systems.
−Removed: The plan is to establish a base
−Removed: for the China market and global development of these interests.
−Removed: The valuation of such property is $ 37 million;
−Removed: based on the Company’s 20 % ownership, the Company would acquire the value of $ 7,400,000 .
−Removed: In exchange, the Company issued to Zhonghui
−Removed: an aggregate of 370,000 shares (the “Shares”) of common stock, at a per share price of $ 20.0 .
−Removed: The Shares are subject to a
−Removed: lock-up period of one year following the closing date of the transaction.
−Removed: In addition, the parties agreed that, after one year following
−Removed: the closing of the transaction, if the market value of the Shares or the value of the property increases or decreases, the parties will
−Removed: negotiate in good faith to make reasonable adjustments.
−Removed: The Company’s ownership rights to the property and the associated land parcel,
−Removed: or a suitable replacement property, are safeguarded under the terms of the cooperation agreement, which is legally binding and enforceable.
−Removed: As discussed in Note 2, the Company incorrectly
−Removed: applied ASC 845 instead of ASC 718, resulting in an adjustment of the reported value to from $ 7,400,000 to $ 691,900 , and reclassification
−Removed: from Construction-in-Progress to Prepayment for Asset Acquisition.
−Removed: The construction-in-progress property is planned
−Removed: to finish before the end of 2025.
+Added: Depreciation expenses were $ 5,783 and $ 7,021 for the three months ended
+Added: March 31, 2026 and 2025, respectively.
+Added: As of March 31, 2026 and December 31, 2025, the land with book value amounted to approximately
+Added: $ 5,004,317 and $ 4,221,388 , respectively, were pledged for obtaining bank loan (see Notes 9 Bank loans).
Acquisition of land in Puli Township, Taiwan
−Removed: In March 2024, AiBtl issued 1,534,000 AiBtl’s common stocks to
−Removed: acquire farmland in Taiwan, which land will be used for developing health related businesses.
−Removed: However, upon the closing of the transaction,
−Removed: both parties are aware of such Taiwan’s legal restrictions prohibiting foreign entities directly owning farmland.
−Removed: In August 2024,
−Removed: the Company incorporated a controlling subsidiary, Yunzhiyi, to be holding the title of the land upon government’s approval.
−Removed: March 31, 2025, the Company and the landowners executed the Nominee Holding Agreement, Land Lease Agreement, and Consulting Agreement,
−Removed: under the witness of and confirmed by a legal counsel in Taiwan, in which the landowners unconditionally grant the full legal rights to
−Removed: the land to the Company before the completion of the title transfer.
−Removed: Based on the execution of the agreement, the Company recognized $ 7,670,000
−Removed: ($ 5 per share of AiBtl’s common stock) of land on its balance sheet.
−Removed: To further secure the ownership of land, the board of AiBtl authorized
+Added: In March 2024, AiBtl issued 1,534,000 AiBtl’s
+Added: common stocks to acquire farmland in Taiwan, which land will be used for developing health related businesses.
+Added: However, upon the closing
+Added: of the transaction, both parties are aware of such Taiwan’s legal restrictions prohibiting foreign entities directly owning farmland.
+Added: In August 2024, the Company incorporated a controlling subsidiary, Yunzhiyi, to hold the title of the land upon government’s approval.
+Added: On March 31, 2025, AiBtl and the landowners executed the Nominee Holding Agreement, Land Lease Agreement, and Consulting Agreement, under
+Added: the witness of and confirmed by a legal counsel in Taiwan, in which the landowners unconditionally grant the full legal rights to the
+Added: land to AiBtl before the completion of the title transfer.
+Added: Based on the execution of the agreement, AiBtl recognized $ 7,670,000 ($ 5 per
+Added: share of AiBtl’s common stock) of land on its balance sheet.
+Added: To further secure the ownership of land, the
+Added: board of AiBtl authorized Ms.
Jiang in June 2025 to temporarily hold the land title until the administrative procedures are finalized.
−Removed: The title was transferred
−Removed: Jiang later that month, and the Company recorded $ 5,421 in acquisition costs associated with the transaction.
−Removed: As of the reporting
−Removed: date, government review of the transfer of land title to Yun Zhi Yi is pending completion.
+Added: The title was transferred to Ms.
+Added: Jiang later that month, and AiBtl recorded $ 5,794 in acquisition costs associated with the transaction.
+Added: 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
−Removed: On July 15, 2025, the Company entered into a definitive agreement with
−Removed: Shuling, pursuant to which Shuling shall transfer the ownership of certain land she owns, with estimated fair value of $ 3,857,975 , located
−Removed: at Taoyuan City, Taiwan (the “Land”) to the Company (the “Agreement”).
−Removed: Shuling is a director of the Company, and
−Removed: owns over 10 % of the Company’s issued and outstanding shares of common stock.
−Removed: In consideration for the Land, the Company was to
−Removed: pay Shuling (i) 2,035,136 restricted shares of the Company’s common stock (the “Shares”) at a price of $ 1.65 per share
−Removed: 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
+Added: On July 15, 2025, the Company entered into a
+Added: definitive agreement with Shuling, pursuant to which Shuling shall transfer the ownership of certain land she owns, located at Taoyuan
+Added: City, Taiwan (the “Land”) to the Company (the “Agreement”).
+Added: Shuling is a director of the Company, and owns over
+Added: 10 % of the Company’s issued and outstanding shares of common stock.
+Added: In consideration for the Land, the Company was to pay Shuling
+Added: (i) 2,035,136 restricted shares of the Company’s common stock (the “Shares”) at a price of $ 1.65 per share as approved
+Added: 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.
1 unchanged sentence
on the Land (approximately $ 500,000 ) to the Company.
−Removed: The transaction is closed on the same date and the warrants and restricted shares
−Removed: are issued on July 15, 2025 and July 16, 2025, respectively.
−Removed: The Company recognized $ 3,857,975 as the cost of the land and $ 500,000 liability
−Removed: (included in Due to Related Parties – See Note 10) on its balance sheet.
−Removed: In connection with the Land transaction, on July 15, 2025, the Company
−Removed: entered into a one-year consulting agreement with Shuling, pursuant to which Shuling shall provide advisory and development support services
−Removed: related to the Land.
−Removed: Such services include but not limited to site supervision and care, liaison with local authorities regarding land
−Removed: zoning and permits, acting as the Company’s agent to the Land, and other Land development related matters.
−Removed: The Company shall issue
−Removed: 1,000,000 restricted shares of the Company’s common stock, subject to a 5 -year vesting schedule of 200,000 shares per year.
−Removed: 16, 2025, the Company issued 200,000 shares at $ 1.65 per share to Shuling as prepayment for the first-year service.
−Removed: For the three and
−Removed: nine months ended September 30, 2025, the Company recognized $ 55,000 consulting expense, with $ 275,000 prepaid expense balance on the
−Removed: balance sheet as of September 30, 2025.
+Added: The transaction is closed on the same day, and the common stock warrants and restricted
+Added: shares are issued on July 15, 2025 and July 16, 2025, respectively.
+Added: The Company recognized $ 3,857,975 as the fair value of the issued
+Added: common stocks and $ 798,486 for the fair value of the stock warrants based on the Black-Scholes valuation model, as the cost of the land,
+Added: in total of $ 4,656,461 , and $ 500,000 liability (included in Due to Related Parties – See Note 10) on its balance sheet.
+Added: In connection with the Land transaction, on July
+Added: 15, 2025, the Company entered into a one-year consulting agreement with Shuling, pursuant to which Shuling shall provide advisory and
+Added: development support services related to the Land.
+Added: Such services include but not limited to site supervision and care, liaison with local
+Added: authorities regarding land zoning and permits, acting as the Company’s agent to the Land, and other Land development related matters.
+Added: 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
+Added: shares per year.
+Added: On July 16, 2025, the Company issued 200,000 shares at $ 1.65 per share to Shuling as prepayment for the first-year service.
+Added: For the three months ended March 31, 2026, the Company recognized $ 82,500 consulting expense, with $ 96,250 remaining prepaid expense
+Added: balance as of March 31, 2026.
+Added: Due to the administrative requirements governing
+Added: title transfers in Taiwan, on February 24, 2026, to further secure the Company’s ownership interest in the Land, the Company and
+Added: Shuling Jiang entered into a Nominee Holding and Transitional Arrangement Agreement.
+Added: Pursuant to the agreement, the Land remains registered
+Added: under the Landholder pending completion of the applicable regulatory review, and the Landholder is prohibited from selling, transferring,
+Added: pledging, or otherwise disposing of the Property without the Company’s prior written consent.
+Added: The final holding structure will
+Added: be determined in accordance with Taiwan’s legal and regulatory requirements.
+Added: for asset acquisition
+Added: The prepayment for asset acquisition represents the value of 370,000
+Added: shares issued at the price of $ 1.87 to Zhong Hui Lian He Ji Tuan, Ltd.
+Added: (the “Zhonghui”), in exchange for 20 % ownership of
+Added: a property being developed in Chengdu, China.
+Added: The property is in construction now and expected to be ready for use before the end of 2026.
LONG-TERM INVESTMENTS
1 unchanged sentence
Ownership percentage
−Removed: September 30, December 31, Accounting
+Added: March 31, December 31, Accounting
Name of investees 2026 2025 treatments
−Removed: Braingenesis Biotechnology Co., Ltd.* 0.17 % 0.17 % Cost Method
+Added: Braingenesis Biotechnology Co., Ltd.
+Added: 0.17 % 0.17 % Cost Method
Genepharm Biotech Corporation* 0.39 % 0.67 % Cost Method
7 unchanged sentences
49.00 % 49.00 % Equity Method
−Removed: * This company was acquired by Canal Biotech Corporation Inc.
−Removed: Our stock is in the process of replacement with the stock of the acquired company and the ownership percentage is subject to change.
+Added: * This company was acquired by Canal Biotech Corporation Inc., and upon
+Added: completion of the acquisition, the Company’s ownership percentage is determined to be 0.39 % The Company’s stock is in the
+Added: process of replacement with the stock of the acquired company and the ownership percentage is subject to change.
(2) The extent the investee relies on the company for its business is summarized as follows:
3 unchanged sentences
Genepharm Biotech Corporation No specific business relationship
−Removed: BioHopeKing Corporation Collaborating with the Company to develop and commercialize drugs (referring to Note 4, Collaborative Agreements)
+Added: BioHopeKing Corporation Collaborating with the Company to develop and commercialize drugs
BioLite Japan K.K.
1 unchanged sentence
ForSeeCon Eye Corporation Collaborating with the Company to develop and commercialize ophthalmic medical devices (referring to Note 4, Collaborative Agreements)
−Removed: BioFirst Corporation Loaned from the investee and provides research and development support service
+Added: BioFirst Corporation Loans provided to the investee and provides research and development support service
OncoX BioPharma, Inc.
Collaborating with the Company to develop and commercialize single-herb botanical drug for treatment of certain diseases (referring to Note 4, Collaborative Agreements)
−Removed: Rgene Corporation Collaborating with the Company to develop and commercialize drugs (referring to Note 4, Collaborative Agreements)
+Added: Rgene Corporation Collaborating with the Company to develop and commercialize drugs
(3) Long-term investment mainly consists of the following:
−Removed: September 30,
Non-marketable Cost Method Investments, net
9 unchanged sentences
OncoX BioPharma, Inc.
−Removed: Corporation (“BioFirst”):
+Added: (a) BioFirst Corporation (the “BioFirst”):
The Company holds an equity interest
3 unchanged sentences
proportionate share of investee’s income or loss and other adjustments required by the equity method.
−Removed: As of September 30, 2025 and
+Added: As of March 31, 2026 and
December 31, 2025, the Company owns 18.68 % and 18.68 % common stock shares of BioFirst, respectively.
The Company made a prepayment for
−Removed: equity investment in BioFirst to purchase additional shares to be issued by BioFirst in the aggregate amount of $ 2,688,578 , recorded as
−Removed: prepayment for long-term investments as of December 31, 2022.
−Removed: On July 19, 2023, the Company successfully completed the registration process
−Removed: for this investment.
−Removed: The initial prepayment was $ 1,895,556 , which is a portion of the prepayment as of December 31, 2022, and was converted
−Removed: into 994,450 shares of BioFirst stock.
−Removed: As of September 30, 2025 and December 31, 2024, the amount of prepayment for long-term investments
−Removed: in Biofirst is both $ 1,124,842 .
−Removed: (b) Rgene Corporation (“Rgene”)
+Added: equity investment in BioFirst to purchase additional shares to be issued by BioFirst in the aggregate amount of $ 2,688,578 , recorded
+Added: as prepayment for long-term investments as of December 31, 2022.
+Added: On July 19, 2023, the Company successfully completed the registration
+Added: process for this investment.
+Added: The initial prepayment was $ 1,895,556 , which is a portion of the prepayment as of December 31, 2022, and
+Added: was converted into 994,450 shares of BioFirst stock.
+Added: As of March 31, 2026 and December 31, 2025, the amount of prepayment for long-term
+Added: investments in Biofirst are both $ 1,124,842 .
+Added: (b) Rgene Corporation (the “Rgene”)
As described in Note 4, the Company
6 unchanged sentences
Review in Taiwan, a government agency reviews foreign investors conducting investment in Taiwan.
−Removed: In May 2024, the conversion request for
−Removed: the conversion was approved but the Company was not informed by Rgene until April 2025.
−Removed: The Company determined that the impact to the
−Removed: financial statements is immaterial and assumed the conversion was incurred on January 1, 2025.
−Removed: After the conversion, the Company owns
−Removed: 37 % of outstanding shares of Rgene.
+Added: In May 2024, the conversion request
+Added: for the conversion was approved but the Company was not informed by Rgene until April 2025.
+Added: The Company determined that the impact to
+Added: the financial statements is immaterial and assumed the conversion was incurred on January 1, 2025.
+Added: After the conversion, the Company
+Added: owns 37 % of outstanding shares of Rgene.
(4) Disposition of long-term investment
−Removed: During the nine-month periods ended
−Removed: September 30, 2025 and 2024, there is no disposition of long-term investment.
−Removed: Loss on investment in equity securities
+Added: During the three-month periods ended
+Added: March 31, 2026 and 2025, there is no disposition of long-term investment.
+Added: (5) Loss on investment in equity
The components of loss on investment in equity
1 unchanged sentence
Three Months Ended
−Removed: Nine Months Ended
Share of equity method investee losses
−Removed: $ ( 150,029 )
−Removed: $ ( 146,942 )
−Removed: (c) BioLite Japan K.K.
−Removed: In October 2021, the Company, Lucidaim
−Removed: Co., Ltd., a Japanese corporation (“Lucidaim,” together with the Company, the “Shareholders”), and BioLite Japan
−Removed: K.K., a Japanese corporation (“BioLite JP”) entered into a Joint Venture Agreement.
−Removed: BioLite JP is a private limited company
−Removed: incorporated on December 18, 2018.
−Removed: The business of the joint venture is the research and development of drugs, medical device and digital
−Removed: media, investment, fund running and consulting, distribution and marketing of supplements carried on by BioLite JP and its subsidiaries
−Removed: in Japan, or any other territory or businesses.
−Removed: At the date of the Agreement, BioLite JP has 10,000 ordinary shares authorized, with 3,049
−Removed: ordinary shares issued and outstanding (the “Ordinary Shares”).
−Removed: Pursuant to the Agreement and the related share transfer agreement,
−Removed: Lucidaim shall own 1,555 Ordinary Shares ( 51 %) and the Company shall own 1,494 Ordinary Shares ( 49 %).
−Removed: The Company paid $ 150,000 towards
−Removed: the setup of the joint venture;
−Removed: BioLite Japan’s other shareholder also paid $ 150,000 after the Letter of Intent was signed.
−Removed: prepayment is booked in prepayment for investment.
−Removed: As of December 31, 2024, the Company evaluated the investee’s business and financial
−Removed: conditions and determined to fully impair such prepayment.
−Removed: (d) ForSeeCon Eye Corporation (FEYE)
−Removed: FEYE is a private company registered
−Removed: in the British Virgin Islands, focusing on the field of diagnosis and treatment of eye disorders, with its main product of Vitargus.
−Removed: Company granted FEYE certain licensed products in exchange for FEYE ownership.
−Removed: See Note 4 for details of such transactions.
−Removed: (e) OncoX BioPharma, Inc.
+Added: (c) ForSeeCon Eye Corporation (FEYE)
+Added: FEYE is a private company registered in the British Virgin Islands,
+Added: focusing on the field of diagnosis and treatment of eye disorders, with its main product of Vitargus.
+Added: The Company granted FEYE certain
+Added: licensed products in exchange for FEYE ownership.
+Added: See Note 4 for the details of such transactions.
+Added: In February 2026, The Company made
+Added: a prepayment for equity investment in FEYE to purchase additional 136,000 shares to be issued by FEYE in the aggregate amount of $ 680,000 ,
+Added: recorded as prepayment for long-term investments as of March 31, 2026.
+Added: (d) OncoX BioPharma, Inc.
OncoX is a private company registered
2 unchanged sentences
licensed products in exchange for OncoX’s ownership.
−Removed: See Note 4 for details of such transactions.
+Added: See Note 4 for the details of such transactions.
CONVERTIBLE NOTES PAYABLE
Lind Notes Payable
−Removed: On February 23, 2023, the Company entered into
−Removed: a securities purchase agreement with Lind Global Fund II, LP (“Lind”), pursuant to which the Company issued Lind a secured,
−Removed: convertible note in the principal amount of $ 3,704,167 , for a purchase price of $ 3,175,000 (the “Lind Note”), that is convertible
−Removed: into shares of the Company’s common stock at an initial conversion price of $ 10.5 per share, subject to adjustment.
−Removed: also issued Lind a common stock purchase warrant (the “Lind Warrant”) to purchase up to 529,167 shares (post-split) of the
−Removed: Company’s common stock at an initial exercise price of $ 10.5 per share for a period of 5 years, subject to adjustment that immediately
−Removed: upon such issuance or sale, the Exercise Price in effect immediately prior to such issuance or sale shall be reduced (and in no event
−Removed: increased) to an Exercise Price equal to the consideration per share paid for such Additional Shares of Common Stock.
−Removed: The warrants were
−Removed: valued using the Black-Scholes model.
−Removed: The fair value of the warrants was determined to be $ 1,225,543 , which was recorded to debt discount.
−Removed: Beginning with the date that is six months from
−Removed: the issuance date of the Lind Note and on each one (1) month anniversary thereafter, the Company shall pay Lind an amount equal to $ 308,651 ,
−Removed: until the outstanding principal amount of the Lind Note has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration,
−Removed: conversion or redemption of the Lind Note in accordance with the terms thereof (the “Monthly Payments”).
−Removed: At the Company’s
−Removed: discretion, the Monthly Payments shall be made in (i) cash, (ii) shares of the Company’s common stock, or (iii) a combination of
−Removed: cash and Shares;
−Removed: if made in shares, the number of shares shall be determined by dividing (x) the principal amount being paid in shares
−Removed: by (y) 90 % of the average of the 5 lowest daily VWAPs during the 20 trading days prior to the applicable payment date.
−Removed: The Lind Notes
−Removed: sets forth certain conditions that must be satisfied before the Company may make any Monthly Payments in shares of common stock.
−Removed: Company makes a Monthly Payment in cash, the Company must also pay Lind a cash premium of 5 % of such Monthly Payment.
−Removed: Upon the occurrence of any Event of Default (as
−Removed: defined in the Lind Note), the Company must pay Lind an amount equal to 120 % of the then outstanding principal amount of the Lind
−Removed: Note (the “Mandatory Default Amount”), in addition to any other remedies under the Note or the other Transaction Documents.
−Removed: The Company and Lind entered into a letter agreement on September 12, 2023, pursuant to which the Mandatory Default Amount was reduced
−Removed: to 115 % of the then outstanding principal amount of the Lind Note;
−Removed: pursuant to the letter agreement, Lind also agreed to waive any default
−Removed: associated with the Company’s market capitalization being below $ 12.5 million for 10 consecutive days through February 23, 2024,
−Removed: but retained its right to convert its Note.
−Removed: In addition, if the Company is unable to increase its market capitalization and is unable
−Removed: 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
−Removed: could have a material adverse effect on the Company’s liquidity, financial condition, and results of operations.
−Removed: The Company cannot
−Removed: make any assurances regarding the likelihood, certainty, or exact timing of the Company’s ability to increase its market capitalization,
−Removed: as such metric is not within the immediate control of the Company and depends on a variety of factors outside the Company’s control.
−Removed: The Lind Warrant may be exercised via cashless
−Removed: The warrant exercise price was reset to $ 3.5 in
−Removed: accordance with the issuance of common stock in relation to securities purchase agreement in July 2023.
−Removed: On May 22, 2024, the exercise
−Removed: price of these warrants was reset to $ 0.75 along with the immediate exercise of existing warrants and issuance of the New Warrants.
−Removed: of September 30, 2025, these Lind Warrants associated with the first Lind Note were fully exercised.
−Removed: On November 17, 2023, the Company entered another
−Removed: securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note (the “2 nd
−Removed: Lind Note”) in the principal amount of $ 1,200,000 , for a purchase price of $ 1,000,000 , that is convertible into shares of the Company’s
−Removed: common stock at a conversion price, which shall be the lesser of (i) $ 3.50 and (ii) 90 % of the average of the three lowest VWAPs during
−Removed: the 20 trading days prior to conversion.
+Added: On November 17, 2023, the Company entered another securities purchase
+Added: agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note (the “2 nd Lind Note”)
+Added: in the principal amount of $ 1,200,000 , for a purchase price of $ 1,000,000 , that is convertible into shares of the Company’s common
+Added: stock at a conversion price, which shall be the lesser of (i) $ 3.50 and (ii) 90 % of the average of the three lowest VWAPs during the 20
+Added: trading days prior to conversion.
The 2 nd Lind Note shall be due and payable on May 19, 2025 and bears no interest.
−Removed: The Company may prepay all, but not less than all, outstanding principal amount prior to maturity, and Lind shall have the right to convert
−Removed: up to one third of the principal amount when the Company prepays.
+Added: may prepay all, but not less than all, outstanding principal amount prior to maturity, and Lind shall have the right to convert up to
+Added: one third of the principal amount when the Company prepays.
Upon the occurrence of any Event of Default (as defined in the 2 nd
12 unchanged sentences
Refer to the common stock issuance details in Note 12, Equity.
−Removed: On March 3 and April 1, 2025, Lind converted the remaining $ 400,000 principal
−Removed: balance ($ 200,000 for each conversion) into the Company’s common stocks.
−Removed: The 2 nd Lind Note is fully converted as of September
−Removed: On January 17, 2024, the Company entered another
−Removed: securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note (the “3 rd
−Removed: Lind Note”) in the principal amount of $ 1,000,000 , for a purchase price of $ 833,333 , that is convertible into shares of the Company’s
−Removed: common stock at a conversion price, which shall be the lesser of (i) $ 3.50 and (ii) 90 % of the average of the three lowest VWAPs during
−Removed: the 20 trading days prior to conversion.
−Removed: The 3 rd Lind Note shall be due and payable on July 17, 2025 and bear no interest.
−Removed: The Company may prepay all, but not less than all, outstanding principal amount prior to maturity, and Lind shall have the right to convert
−Removed: up to one third of the principal amount when the Company prepays.
+Added: As of April 1, 2025, Lind has converted the remaining $ 400,000 principal
+Added: balance into the Company’s common stocks.
+Added: On January 17, 2024, the Company entered another securities purchase
+Added: agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note (the “3 rd Lind Note”)
+Added: in the principal amount of $ 1,000,000 , for a purchase price of $ 833,333 , that is convertible into shares of the Company’s common
+Added: stock at a conversion price, which shall be the lesser of (i) $ 3.50 and (ii) 90 % of the average of the three lowest VWAPs during the 20
+Added: trading days prior to conversion.
+Added: The 3 rd Lind Note shall be due and payable on July 17, 2025 and bears no interest.
+Added: may prepay all, but not less than all, outstanding principal amount prior to maturity, and Lind shall have the right to convert up to
+Added: one third of the principal amount when the Company prepays.
Upon the occurrence of any Event of Default (as defined in the 3 rd
9 unchanged sentences
a cash payment to Lind if in connection with a conversion, the conversion price is deemed to be the floor price.
−Removed: No conversion or repayment
−Removed: to 3 rd Lind Note occurred during the year ended December 31, 2024.
On March 3, 2025, April 1, 2025, May 14, 2025,
1 unchanged sentence
into 1,000,000 shares of the Company’s common stocks.
−Removed: The 3 rd Lind Note balance was fully converted as of September 30,
+Added: The 3 rd Lind Note balance was fully converted by July 9, 2025.
In connection with above three Lind Note offerings,
3 unchanged sentences
On May 22, 2024, November 19, 2024, January 9,
−Removed: 2025, and July 1, 2025, Lind exercised 1,000,000 , 500,000, 1,029,167 , and 500,000 of the existing warrants to purchase shares of Common
−Removed: Stock at a reduced exercise price of $ 0.75 , $ 0.42 , $ 0.40 , and $ 1.0 per share, respectively.
−Removed: Refer to the details in Note 12, Equity.
+Added: 2025, July 1, 2025, and January 20, 2026 Lind exercised 1,000,000 , 500,000 , 1,029,167 , 500,000 , and 102,000 of the existing warrants
+Added: to purchase shares of Common Stock at a reduced exercise price of $ 0.75 , $ 0.42 , $ 0.40 , $ 1.0 and $ 1.0 per share, respectively.
+Added: the details in Note 12, Equity.
Total interest expenses in connection with the
−Removed: above three Lind Notes were $ 13,578 and $ 209,022 for the three months ended September 30, 2025 and 2024, respectively, and were $ 340,240
−Removed: and $ 525,969 for the nine months ended September 30, 2025 and 2024, respectively.
+Added: above three Lind Notes were $ 0 and $ 209,372 for the three months ended March 31, 2026 and 2025, respectively.
Other Convertible Notes Payable
4 unchanged sentences
These convertible notes
−Removed: bear a 0 % interest rate and are convertible by the holders into the AiBtl’s common stock at $ 5 per share at any time before maturity.
−Removed: AiBtl reserves the right to repurchase the note in full at any time before maturity.
−Removed: On April 5, 2025, AiBtl issued a convertible note
−Removed: payable with a principal amount of $ 9,010 to an individual investor, for total consideration of $ 9,010 .
−Removed: The note has a 1 -year term and
−Removed: an implied annual discount rate of 6.89 %.
−Removed: with a 0 % stated interest rate and is convertible by the holders into AiBtl’s common stock
−Removed: at $ 5 per share at any time before maturity.
+Added: bear 0 % interest rate and are convertible by the holders into AiBtl’s common stock at $ 5 per share at any time before maturity.
AiBtl reserves the right to repurchase the note in full at any time before maturity.
+Added: AiBtl and the investors mutually agreed to renewed
+Added: these convertible notes for another year, expiring on November 1, 2026 and November 5, 2026, respectively.
The convertible notes payable is accounted for
6 unchanged sentences
in additional paid-in capital in the statement of change in equity.
−Removed: The debt discount is being amortized over the
−Removed: 1 -year term using the effective interest method.
−Removed: During the three and nine months ended September 30, 2025, the Company recognized $ 1,018
−Removed: and $ 3,002 , respectively, in interest expense related to the amortization of the debt discount.
−Removed: Convertible Notes Payable – Related Party
+Added: The debt discount is being amortized over the 1 -year term using the
+Added: effective interest method.
+Added: During the three months ended March 31, 2026 and 2025, the Company recognized $ 0 and $ 984 in interest expense
+Added: related to the amortization of the debt discount.
+Added: On April 5, 2025, AiBtl issued a convertible
+Added: note payable with a principal amount of $ 9,010 to an individual investor, for total consideration of $ 9,010 .
+Added: The note has a 1 -year term
+Added: and an implied annual discount rate of 6.89 %.
+Added: with a 0 % stated interest rate and is convertible by the holders into AiBtl’s common
+Added: stock at $ 5 per share at any time before maturity.
+Added: AiBtl reserves the right to repurchase the note in full at any time before maturity.
+Added: On December 3, December 8, and December 26, 2025,
+Added: AiBtl issued three convertible notes payable to an individual investor, with a principal amount of $ 240,000 , $ 100,000 , and $ 150,000 ,
+Added: respectively, for total consideration equal to the principal amounts.
+Added: These notes, with identical terms, have a 1 -year term and state
+Added: annual interest rate of 20 %, and are convertible by the holders into AiBtl’s common stock at $ 7.5 per share at any time before
+Added: AiBtl reserves the right to repurchase the note in full at any time before maturity.
+Added: For the three months ended March 31, 2026, the Company recognized $ 24,501
+Added: in total interest expense associated with the aforementioned convertible notes.
+Added: Convertible Notes Payable – Related
On July 8, 2025, AiBtl issued a convertible note
payable with a principal amount of $ 150,000 to an employee of the Company, a related party, for total consideration of $ 150,000 .
−Removed: has a 1 -year term with a 0 % interest rate and is convertible by the holders into AiBtl’s common stock at $ 10 per share at any time
−Removed: before maturity.
+Added: note has a 1 -year term with a 0 % interest rate and is convertible by the holders into AiBtl’s common stock at $ 10 per share at
+Added: any time before maturity.
AiBtl reserves the right to repurchase the note in full at any time before maturity.
+Added: This note was repaid in
+Added: December 2025.
+Added: On December 8 and December 30, 2025, AiBtl issued
+Added: two convertible notes payable with principal amounts of $ 150,000 and $ 90,000 , respectively, to an employee of the Company, a related
+Added: party, for total consideration equal to the principal amounts.
+Added: The notes have a 1 -year term with a 20 % interest rate and are convertible
+Added: by the holders into AiBtl’s common stock at $ 7.5 per share at any time before maturity.
+Added: AiBtl reserves the right to repurchase
+Added: the note in full at any time before maturity.
+Added: For the three months ended March 31, 2026, the Company recognized $ 1,200
+Added: in total interest expense associated with the aforementioned convertible notes.
The carrying amounts of the liability component
are summarized as follows:
−Removed: September 30,
−Removed: 2025 Issuance
+Added: March 31, 2026 Issuance
Entity Issuance
2 unchanged sentences
Issuance Stated
−Removed: Rate Effective
Rate Conversion
converted Principal
−Removed: Date Unamortized
−Removed: Discount Carrying
+Added: Sheet Date Carrying
Other Note AiBtl November 1, 2024 November 1, 2026 $ 30,000 0 % $ 5.00 AiBtl $ 30,000 30,000 30,000
1 unchanged sentence
Other Note AiBtl April 6, 2025 April 6, 2026 9,010 0 % $ 5.00 AiBtl 9,010 9,010 9,010
−Removed: Convertible notes – third parties $ 69,010 $ 69,010 $ 219 $ 68,791 $ 69,010
−Removed: Convertible note – related party AiBtl July 8, 2025 July 7, 2026 $ 150,000 0 % 0 % $ 10.00 AiBtl $ 150,000 - $ 150,000 $ 150,000
−Removed: 2024 Issuance
+Added: Other Note AiBtl December 3, 2025 December 3, 2026 240,000 20 % $ 7.50 AiBtl 240,000 240,000 240,000
+Added: Other Note AiBtl December 8, 2025 December 8, 2026 100,000 20 % $ 7.50 AiBtl 100,000 100,000 100,000
+Added: Other Note AiBtl December 26, 2025 December 26, 2026 150,000 20 % $ 7.50 AiBtl 150,000 150,000 150,000
+Added: $ 559,010 $ 559,010 $ 559,010 $ 559,010
+Added: March 31, 2026 Issuance
Entity Issuance
2 unchanged sentences
Issuance Stated
−Removed: Rate Effective
Rate Conversion
converted Principal
−Removed: Date Unamortized
−Removed: Discount Carrying
−Removed: 2nd LIND Note ABVC November 17, 2023 May 19, 2025 $ 1,200,000 0 % 86.94 % $ 1.00 ABVC $ 400,000 $ 118,048 $ 281,952 $ 480,000
−Removed: 3rd LIND Note ABVC January 17, 2024 July 17, 2025 1,000,000 0 % 87.40 % $ 1.00 ABVC 1,000,000 388,685 611,315 1,200,000
+Added: Sheet Date Carrying
+Added: Convertible note – related party AiBtl December 8, 2025 December 8, 2026 $ 150,000 20 % $ 7.50 AiBtl $ 150,000 $ 150,000 $ 150,000
+Added: Convertible note – related party AiBtl December 30, 2025 December 30, 2026 90,000 20 % $ 7.50 AiBtl 90,000 90,000 90,000
+Added: $ 240,000 $ 240,000 $ 240,000 $ 240,000
+Added: December 31, 2025 Issuance
+Added: Entity Issuance
+Added: Date Maturity
+Added: Date Principal
+Added: Issuance Stated
+Added: Rate Conversion
+Added: converted Principal
+Added: Sheet Date Carrying
Other Note AiBtl November 1, 2024 November 1, 2025 * $ 30,000 0 % $ 5.00 AiBtl $ 30,000 30,000 30,000
Other Note AiBtl November 5, 2024 November 5, 2025 * 30,000 0 % $ 5.00 AiBtl 30,000 30,000 30,000
+Added: Other Note AiBtl April 6, 2025 April 6, 2026 9,010 0 % $ 5.00 AiBtl 9,010 9,010 9,010
+Added: Other Note AiBtl December 3, 2025 December 3, 2026 240,000 20 % $ 7.50 AiBtl 240,000 240,000 240,000
+Added: Other Note AiBtl December 8, 2025 December 8, 2026 100,000 20 % $ 7.50 AiBtl 100,000 100,000 100,000
+Added: Other Note AiBtl December 26, 2025 December 26, 2026 150,000 20 % $ 7.50 AiBtl 150,000 150,000 150,000
$ 559,010 $ 559,010 $ 559,010 $ 559,010
+Added: December 31, 2025 Issuance
+Added: Entity Issuance
+Added: Date Maturity
+Added: Date Principal
+Added: Issuance Stated
+Added: Rate Conversion
+Added: converted Principal
+Added: Sheet Date Carrying
+Added: Convertible note – related party AiBtl December 8, 2025 December 8, 2026 $ 150,000 20 % $ 7.50 AiBtl $ 150,000 $ 150,000 $ 150,000
+Added: Convertible note – related party AiBtl December 30, 2025 December 30, 2026 90,000 20 % $ 7.50 AiBtl 90,000 90,000 90,000
+Added: $ 240,000 $ 240,000 $ 240,000 $ 240,000
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
1 unchanged sentence
consisted of the following as of the periods indicated:
−Removed: September 30,
Accrued research and development expense (1)
2 unchanged sentences
Accrued compensation and employee benefits
+Added: (1) Accrued research and development expense represents the amount
+Added: due to outside contracted services for manufacturing and process development.
SHORT-TERM LOANS
−Removed: (1) Short-term loans consist of the following:
−Removed: September 30,
+Added: (1) Short-term loans consists of the following:
Cathay United Bank
4 unchanged sentences
million, equivalent to $ 228,750 .
−Removed: The term started June 28, 2016 with maturity date on June 28, 2017 .
−Removed: The loan balance bears interest at
−Removed: a floating rate of prime rate plus 1.31 %.
+Added: The term started June 28, 2016 with maturity date at June 28, 2017 .
+Added: The loan balance bears interest
+Added: at a floating rate of prime rate plus 1.31 %.
The prime rate is based on the term deposit saving interest rate of Cathay United Bank.
−Removed: Company renews the agreement with the bank every year, and the next renewal date is September 6, 2026.
−Removed: As of September 30, 2025 and December
+Added: The Company renews the agreement with the bank every year, and the next renewal date is September 6, 2026.
+Added: As of March 31, 2026 and December
31, 2025, the effective interest rates per annum was 2.99 % and 2.99 %, respectively.
1 unchanged sentence
of BioLite Taiwan, and is also personal guaranteed by the Company’s chairman.
−Removed: During the three and nine months ended September 30,
−Removed: 2025, the Company made payments of the loan in total of NTD 937,500 ($ 30,094 ) and NTD 2,812,500 ($ 90,281 ), respectively.
+Added: During the three months ended March 31, 2026, the
+Added: Company made payments of the loan in total of NTD 938,283 , equivalent to $ 29,650 .
Interest expenses were $ 597 and $ 1,470 for the
−Removed: three months ended September 30, 2025 and 2024, respectively, and were $ 3,903 and $ 5,275 for the nine months ended September 30, 2025
−Removed: and 2024, respectively.
+Added: three months ended March 31, 2026 and 2025, respectively.
On June 12, 2017 and July 19, 2017, BioLite Taiwan
2 unchanged sentences
Both two loans with the same
−Removed: maturity date at January 19, 2018 .
+Added: maturity date on January 19, 2018 .
In February 2018, BioLite Taiwan combined two loans and extended the loan contract with CTBC for one
−Removed: The Company renews the agreement with the bank every 6 months, and the next renewal date is January 10, 2026.
+Added: The Company renews the agreement with the bank every six months, and the next renewal date is July 10, 2026.
The loan balances
bear interest at a fixed rate of 2.5 % per annum, and is secured by the money deposited in a savings account with the CTBC Bank.
−Removed: was also personal guaranteed by the Company’s chairman and BioFirst.
−Removed: During the year ended December 31, 2020, BioLite Taiwan opened
−Removed: a TCD account with CTBC bank to guarantee the loan going forward.
−Removed: Interest expenses were $ 4,218 and $ 3,747 for the
−Removed: three months ended September 30, 2025 and 2024, respectively, and were $ 11,961 and $ 11,668 for the nine months ended September 30, 2025
−Removed: and 2024, respectively.
+Added: loan was also personal guaranteed by the Company’s chairman and BioFirst.
+Added: During the year ended December 31, 2020, BioLite Taiwan
+Added: opened a TCD account with CTBC bank to guarantee the loan going forward.
+Added: During the three months ended March 31, 2026, the Company paid
+Added: off the loan in total of NTD 20,000,000 , equivalent to $ 632,000 .
+Added: Interest expenses were $ 3,593 and $ 3,761 for
+Added: the three months ended March 31, 2026 and 2025, respectively.
Other individual – Third party
1 unchanged sentence
promissory note to a third party for the proceeds of $ 30,000 .
−Removed: The note bears an interest rate of 12 % per annum and matures on March 21,
+Added: The note bears interest rate of 12 % per annum and matures on March 21,
2025 , or upon the occurrence of an event of default.
−Removed: The promissory note was extended another year and matures on March 21, 2026, with
−Removed: the same terms.
−Removed: Interest expenses were $ 907 and $ 908 for the three
−Removed: months ended September 30, 2025 and 2024, respectively, and were $ 2,693 and $ 1,904 for the nine months ended September 30, 2025 and 2024,
−Removed: respectively.
+Added: The promissory note was extended for another year and matures on March 21, 2027,
+Added: with the same terms.
+Added: Interest expenses were $ 888 and $ 888 for the
+Added: three months ended March 31, 2026 and 2025, respectively.
RELATED PARTIES TRANSACTIONS
−Removed: The related parties of the company with whom transactions
−Removed: are reported in these financial statements are as follows:
+Added: The related parties of the company with whom
+Added: transactions are reported in these financial statements are as follows:
Name of entity or Individual Relationship with the Company and its subsidiaries
15 unchanged sentences
Shuling Jiang, is the Chairman of Keypoint;
−Removed: and a member of board of
−Removed: directors of the Company and BioLite Inc, and a member of board of directors of BioFirst;
−Removed: a director and beneficial owner of more than
−Removed: 10% of the ABVC’s outstanding common stock
+Added: and a member of board of directors of the Company and BioLite Inc, and a member of board of directors of BioFirst;
+Added: a director and beneficial owner of more than 10% of the ABVC’s outstanding common stock
Eugene Jiang is Mr.
12 unchanged sentences
(“Lion Arts”) Entity controlled by the Jiangs.
−Removed: Revenues – related parties
−Removed: During the three and nine months ended September
−Removed: 30, 2025, the Company received $ 200,000 and $ 595,950 pursuant to the licensing agreement and related amendment with FEYE and OncoX, respectively,
−Removed: and recognized a total of $ 795,950 revenue in the periods ended September 30, 2025.
−Removed: During the three and nine months ended September 30,
−Removed: 2024, the Company received $ 180,000 and $ 296,000 , respectively, pursuant to the licensing agreement and related amendment with FEYE, and
−Removed: recognized $ 180,000 and $ 296,000 of revenue in the periods ended September 30, 2024.
−Removed: Please refer to Note 4, Collaborative Agreements
−Removed: Three Months Ended
−Removed: Nine Months Ended
Consulting fees – related parties
−Removed: In March 2024, BioLite engaged Lion Arts to provide
−Removed: operation, business development, human resources, and capital finance consulting services in Taiwan.
−Removed: The agreement is for 12 months initially
−Removed: expired February 2025, and was renewed for another 12 months expiring in February 2026.
+Added: In March 2024, the BioLite engaged Lion Arts to provide operation,
+Added: business development, human resources, and capital finance consulting services in Taiwan.
+Added: The agreement is for 12 months expiring in February
+Added: 2025, and was renewed twice, each for another 12 months, expiring February 2027.
The service fee is NTD 5,520,000 (approximately $ 173,328 )
−Removed: $ 173,328 ) for each of the contracts expiring 2025 and 2026.
+Added: for each contract expiring 2026 and 2027.
In May 2025, BioLite entered another consulting
2 unchanged sentences
is for 12 months expiring April 2026, and is optional for renewal upon mutual agreement.
−Removed: The Company incurred consulting fees for both
−Removed: agreements of $ 60,348 and $ 43,100 for the three months ended September 30, 2025 and 2024, respectively, and $ 189,176 and $ 100,567 for
−Removed: the nine months ended September 30, 2025 and 2024, respectively.
+Added: The Company incurred consulting fees for
+Added: both agreements of $ 59,408 and $ 68,141 for the three months ended March 31, 2026 and 2025, respectively.
Due from related parties
2 unchanged sentences
Due from related party- Current
−Removed: September 30,
Due from related parties- Non-current, net
−Removed: September 30,
BioFirst (Australia) (4)
1 unchanged sentence
allowance for expected credit losses accounts
−Removed: ( 1,014,193 )
−Removed: (1) On June 16, 2022, the Company entered into a one-year convertible loan agreement with Rgene, with a principal amount of $ 1,000,000 and made $ 500,000 to Rgene which bears interest at 5 % per annum for the use of working capital that, if fully converted, would result in ABVC owning an additional 6.4 % of Rgene.
−Removed: 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;
−Removed: the conversion price is subject to adjustment as set forth in the Note.
−Removed: 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.
−Removed: The loan was converted to Rgene’s common stock in May 2024 but the Company was not informed until April 2025.
−Removed: Please see detail discussion in Note 7.
−Removed: As of September 30, 2025 and December 31, 2024, the outstanding loan balance were $ 0 and $ 500,000 ;
−Removed: and accrued interest was $ 0 and $ 63,819 , respectively.
−Removed: Both principal and accrued interest were converted to Rgene’s common stocks.
−Removed: As of September 30, 2025 and December 31, 2024, the Company has other receivables amounted to $ 2,421 and $ 1,892 , respectively, from Rgene due to daily operations.
−Removed: (2) On December 31, 2023,
−Removed: BioLite Taiwan entered into a loan agreement with BioFirst, with a principal amount of NTD 11,072,360 (approximately $ 337,707 ), which
−Removed: bears interest at 12 % per annum for the use of working capital.
−Removed: During the year ended December 31, 2024, the Company entered into another
−Removed: loan agreement with BioFirst, with a principal amount of NTD 11,406,000 (approximately $ 347,883 ), which bears interest at 12 % per annum
−Removed: for the use of working capital.
−Removed: During the nine months ended September 30, 2025, the Company loaned BioFirst NTD 64,777,314 ($ 2,079,352 )
−Removed: and received repayment of NTD 4,536,970 ($ 145,637 ).
−Removed: All loans carry 12 % interest.
−Removed: As of September 30, 2025 and December 31, 2024, the
−Removed: outstanding loan balance were NTD 77,778,704 ($ 2,551,141 ) and NTD 17,571,076 (approximately $ 535,918 ), respectively;
−Removed: accrued interests
−Removed: were $ 136,853 and $ 53,422 , respectively.
−Removed: The balance of $ 1,073 is due with daily operations.
−Removed: The funds were used to support ongoing research,
−Removed: facility construction, and regulatory work required for the Vitargus GMP pilot plant at the Hsinchu Biomedical Science Park.
−Removed: (3) As of September 30, 2025 and December 31, 2024, the Company has other receivables amounted to $ 546 and $ 0 , respectively, from OncoX due to daily operations.
−Removed: (4) On July 1, 2020, the Company entered into a loan agreement with BioFirst
−Removed: (Australia) for $ 361,487 to properly record R&D cost and tax refund allocation based on co-development contract executed on July 24,
−Removed: 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,
−Removed: the Company entered into a loan agreement with BioFirst (Australia) for $ 67,873 to meet its new project needs.
−Removed: On July 27, 2021, the Company
−Removed: repaid a loan 249,975 to BioFirst (Australia).
−Removed: On December 1, 2021, the Company entered into a loan agreement with BioFirst (Australia)
−Removed: for $ 250,000 to increase the cost for upcoming projects.
−Removed: The loan will be matured on November 30, 2022 with an interest rate of 6.5 % per
−Removed: In 2022, the Company entered into several loan agreements with BioFirst (Australia) for a total amount of $ 507,000 to increase
−Removed: the cost for upcoming projects.
−Removed: During the first quarter of 2023, the Company entered into several loan agreements with BioFirst
−Removed: (Australia) for a total amount of $ 88,091 to increase the cost for upcoming projects.
−Removed: During the second quarter of 2023, the Company entered
−Removed: into several loan agreements with BioFirst (Australia) for a total amount of $ 25,500 to increase the cost for upcoming projects.
−Removed: loans period was twelve months with an interest rate of 6.5 % per annum.
−Removed: For accounting purpose, the due from and due to related party
−Removed: balances was being net off.
−Removed: As of September 30, 2025 and December 31, 2024, the outstanding loan balances and allocated research fees
−Removed: were both $ 681,185 , and accrued interest balances were both $ 158,798 .
+Added: (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.
+Added: 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.
+Added: In 2025, the Company entered several loan agreements with BioFirst, in the aggregate of $ 1,406,022 .
+Added: These loans bear 12 % per annum, with the term of 12 months.
+Added: During 2025, the Company also received around $ 203,026 repayment.
+Added: The funds were used to support BioFirst’ daily operations.
+Added: As of March 31, 2026 and December 31, 2025, the outstanding loan balance were $ 0 and $ 761,017 , respectively;
+Added: accrued interest was $ 0 and $ 212,839 , respectively.
+Added: All the outstanding principal and interests were collected in February 2026.
+Added: The balance $ 165,014 represents the receivables for operating purpose.
+Added: As of March 31, 2026 and December 31, 2025, the Company has other receivables amounted $ 2,310 and $ 2,347 ,
+Added: respectively, from Rgene due to daily operations.
+Added: The director paid certain operating expenses on behalf of the Company.
+Added: (4) On July 1, 2020, the Company entered into a loan agreement with BioFirst (Australia) for $ 361,487 to properly record R&D cost and tax refund allocation based on co-development contract executed on July 24, 2017.
+Added: 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.
+Added: On July 27, 2021, the Company repaid a loan 249,975 to BioFirst (Australia).
+Added: On December 1, 2021, the Company entered into a loan agreement with BioFirst (Australia) for $ 250,000 to increase the cost for upcoming projects.
+Added: The loan will be matured on November 30, 2022 with an interest rate of 6.5 % per annum.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: All the loans period was twelve months with an interest rate of 6.5 % per annum.
+Added: For accounting purpose, the due from and due to related party balances was being net off.
+Added: As of March 31, 2026 and December 31, 2025, 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.
−Removed: (5) 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).
−Removed: The development costs shall be shared 50/50 between BHK and the Company.
−Removed: Under the term of the agreement, BioLite issued relevant development cost to BHK.
−Removed: As of September 30, 2025 and December 31, 2024, due from BHK were both NTD 3,941,299 (approximately $ 118,633 and $ 120,210 , respectively).
+Added: (5) On February 24, 2015, BioLite Taiwan and BioHopeKing Corporation (the
+Added: “BHK”) entered into a co-development agreement, (the “BHK Co-Development Agreement”, see Note 4).
+Added: The development
+Added: costs shall be shared 50/50 between BHK and the Company.
+Added: Under the term of the agreement, BioLite issued relevant development cost to
+Added: As of March 31, 2026 and December 31, 2025, due from BHK was both NTD 3,941,299 (approximately$ 123,363 and $ 120,210 , respectively).
The business conditions of BHK deteriorated and as a result, the Company recognized expected credit losses of NTD 3,941,299 as of December
−Removed: No recovery was made during nine months ended September 30, 2025.
−Removed: The Company’s due from related parties are
−Removed: subject to certain risks that our collaborative parties, including OncoX and FEYE, would face.
−Removed: Such risks exist in future market conditions,
−Removed: macro economy, legal and regulatory, results of clinical trials and product developments, and among others.
−Removed: As of September 30, 2025,
−Removed: the Company’s comprehensive review of these balances of due from related parties indicates that there are no expected losses except
+Added: No recovery was made during the three months ended March 31, 2026.
+Added: The Company’s due from related party balances
+Added: are subject to certain risks that our collaborative parties, including OncoX and FEYE, would face.
+Added: Such risks exist in future market
+Added: conditions, macro economy, legal and regulatory, results of clinical trials and product developments, and among others.
+Added: As of March 31,
+Added: 2026, the Company’s comprehensive review of these due from related party balances indicates that there are no expected losses except
those being recognized above.
1 unchanged sentence
indicators of potential default.
+Added: Convertible notes receivable - related party
+Added: On January 12, 2026, the Company entered into a one-year convertible
+Added: promissory note agreement with OncoX, with a principal amount of $ 32,000 and interest of 6.5 % per annum for the use of working capital
+Added: that is convertible into OncoX’ common stock at $ 5 /share at any time before maturity.
+Added: It set off the payable of $ 3,404 to OncoX.
+Added: For the three months ended March 31, 2026, the Company accrued interest income of $ 402 .
Due to related parties
1 unchanged sentence
following as of the periods indicated:
−Removed: September 30,
−Removed: AiBtl Holding (1)
The Jiangs (1)
Shareholders (2)
−Removed: Lion Art Promotions Inc (4)
−Removed: Directors (5)
−Removed: (1) On April 11, 2024, May 10, 2024, August 15, 2024, and December 24, 2024, AiBtl received short-term loans from its founding shareholder, AiBtl Holding, for the principal amounts of $ 40,000 , $ 60,000 , $ 33,732 , and $ 214,487 , respectively, for the purpose of daily operations.
−Removed: These loans do not bear interest and are payable on demand.
+Added: ForSeeCon (3)
(1) Since 2019, the Jiangs advanced funds to the Company for working capital purposes.
−Removed: As of September 30, 2025 and December 31, 2024, the outstanding balance due to the Jiangs amounted to $ 79,846 and $ 274,170 , respectively.
+Added: As of March 31, 2026 and December 31, 2025, the outstanding balance due to the Jiangs amounted to $ 277 and $ 300 , respectively.
These loans bear no interest and are due on demand.
−Removed: The Company assumed a $ 500,000 bank loan from Shuling in the Taoyuan land transaction (see Note 5).
−Removed: Due to Taiwanese regulations restricting the loan transfers to foreign entities, the Company issued Shuling a 1 -year unsecured promissory note for $ 500,000 at 3.79 % annual interest, with interest is payable monthly.
−Removed: The note matures on July 15, 2026, with an option to renew by mutual agreement.
−Removed: For the three and nine months ended September 30, 2025, the Company paid $ 4,736 in interest on this note.
+Added: In addition, during year ended 2025, the Company purchased a piece of land in Taiwan from Shuling Jiang, as discussed in Note 5.
(2) Since 2018, the Company’s shareholders have advanced funds to the Company for working capital purposes.
−Removed: The advances bear an interest rate around 12 % per annum.
−Removed: As of September 30, 2025 and December 31, 2024, the outstanding principal and accrued interest was $ 152,848 and $ 142,130 , respectively.
−Removed: Interest expenses in connection with these loans were $ 5,106 and $ 11,836 for the three months ended September 30, 2025 and 2024, respectively, and were $ 15,318 and $ 21,973 for the nine months ended September 30, 2025 and 2024, respectively.
−Removed: (4) Accrued consulting services fee as of September 30, 2025 and December 31, 2024, respectively.
−Removed: (5) As of September 30, 2025
−Removed: and December 31, 2024, due to Directors were $ 0 and $ 8,526 , respectively, were related to the daily operating expenses since inception
−Removed: in 2023 paid by the Directors of AiBtl on behalf of the entity.
−Removed: Income tax (benefit) expense for the three and
−Removed: nine months ended September 30, 2025 were $ 527 and $ 24,154 , respectively, and were $ 355 and $( 110,539 ) for the three and nine months ended
−Removed: September 30, 2024, respectively.
−Removed: Deferred tax assets (liability) as of
−Removed: September 30, 2025 and December 31, 2024 consist approximately of:
−Removed: September 30,
+Added: The advances bear interest rates around 12 % per annum.
+Added: As of December 31, 2025, the Company repaid all the principal.
+Added: Interest expense in connection with these loans were $ 4,963 for the three months ended March 31, 2025.
+Added: (3) As of March 31, 2026 and December 31, 2025, the funds received from
+Added: ForSeeCon and OncoX were initially designated for their payments of licensing fees.
+Added: Upon further review, management determined that these
+Added: funds did not meet the fund-raising covenant requirements under licensing agreement.
+Added: Accordingly, the Company will subsequently return
+Added: these funds to ForSeeCon and OncoX.
+Added: In January 2026, the Company returned the fund to ForSeeCon and OncoX,
+Added: Asset pledged for related party’s bank
+Added: Shuling Jiang acts as the Company’s
+Added: agent to hold the land in Taoyuan, amounting to $ 4,656,460 .
+Added: And the land is pledged for her bank loan of NTD 15,000,000 (equivalent
+Added: to $ 469,500 ), which is due on April 16, 2027.
+Added: Income tax (benefit)
+Added: expense for the three months ended March 31, 2026 and 2025 were $0 and $0 , respectively.
+Added: The income tax
+Added: expense applicable to income before income taxes consists of the following
+Added: Three Months Ended
+Added: Current income taxes:
+Added: Total Current
+Added: Deferred income taxes:
+Added: Total deferred
+Added: Income tax expenses
+Added: Loss before income
+Added: tax consists of the following
+Added: Three Months Ended
+Added: ( 1,471,693 )
+Added: Loss before income tax
+Added: $ ( 1,689,937 )
+Added: $ ( 944,190 )
+Added: The income tax expense (benefit) differs from
+Added: the amount computed by applying the US federal statutory rate of 21.0 % to income before income taxes for three months ended March 31,
+Added: 2025 and 2026, respectively, as follows:
+Added: Three months ended
+Added: March 31, 2026
+Added: US Federal Statutory Tax Rate
+Added: State and Local Income Taxes, net of Federal Income Tax Effect
+Added: Foreign tax effects
+Added: Taiwan-reduced statutory tax rate on qualifying income
+Added: Effect of Cross-boarder tax laws
+Added: Nontaxable or non-deductible items
+Added: Stock-based compensation
+Added: Change in valuation allowances
+Added: Income tax expenses
+Added: Three months ended
+Added: March 31, 2025
+Added: US Federal Statutory Tax Rate
+Added: State and Local Income Taxes, net of Federal Income Tax Effect
+Added: Foreign tax effects
+Added: Taiwan-reduced statutory tax rate on qualifying income
+Added: Effect of Cross-boarder tax laws
+Added: Nontaxable or non-deductible items
+Added: Stock-based compensation
+Added: Change in valuation allowances
+Added: Income tax expenses
+Added: (1) includes the tax effects of enactment of new tax laws and
+Added: change in unrecognized tax benefits.
+Added: The amount of cash paid for income taxes (net
+Added: of refunds) for the three months ended March 31, 2026 and 2025 is as follows:
+Added: Three Months Ended
+Added: Total Current
+Added: Deferred tax assets (liability) as
+Added: of March 31, 2026 and December 31, 2025 consist approximately of:
Loss on impairment of assets
7 unchanged sentences
Deferred tax assets, net
+Added: A reconciliation of gross unrecognized tax benefits
+Added: is as follows:
+Added: Balance at beginning of the period
+Added: Increases in tax positions for current year-loss carryforward
+Added: Balance at ending of the period
Lind Offerings and Repayments
−Removed: On February 23, 2023, in connection with the issuance
−Removed: of the Lind Note (referring to Note 7), the Company issued Lind a 5 -year term of common stock purchase warrant to purchase up to 529,167
−Removed: shares (post-split) of the Company’s common stock at an initial exercise price of $ 10.5 per share (post-split), subject to adjustment.
−Removed: The warrant exercise price was reset to $ 3.5 in accordance with the issuance of common stock in relation to securities purchase agreement
−Removed: in July 2023.
−Removed: On May 22, 2024, the exercise price of these warrants was further reset to $ 0.75 along with the immediate exercise of existing
−Removed: warrants and issuance of the New Warrants.
−Removed: During the nine months ended September 30, 2024,
−Removed: the Company accepted the conversion of Lind Note with the Company’s common stock for 905,305 shares, for the carrying amount of
−Removed: The first Lind Note was fully repaid in April 2024.
−Removed: On November 17, 2023, in connection with the issuance
−Removed: of the 2 nd Lind Note (referring to Note 7), Lind also received a 5 -year term of common stock purchase warrants to purchase
−Removed: up to 1,000,000 shares of the Company’s common stock at an initial exercise price of $ 2 per share.
−Removed: The warrants were valued using
−Removed: the Black-Scholes model and the fair value was determined to be $ 480,795 , which was recorded as a debt discount.
−Removed: On January 17, 2024, in connection with the issuance
−Removed: of the 3 rd Lind Note (referring to Note 7), Lind also received 5 -year term of common stock purchase warrants to purchase up
−Removed: to 1,000,000 shares of the Company’s common stock at an initial exercise price of $ 2 per share.
−Removed: On May 22, 2024, the Company and Lind entered
−Removed: into a letter agreement, pursuant to which Lind will exercise, for cash, 1,000,000 of its Pre-Existing Warrants (all of the warrants issued
−Removed: to Lind on February 23, 2023, November 17, 2023 and January 17, 2024 are hereinafter referred to as the “Pre-Existing Warrants”),
−Removed: to purchase shares of Common Stock at a reduced exercise price of $ 0.75 per share.
−Removed: Such 1,000,000 Pre-Existing Warrants exercised include
−Removed: 529,167 warrants issued in February 2023 and 470,833 warrants issued in November 2023.
−Removed: Concurrently, the exercise price of all Pre-Existing
−Removed: Warrants has been reduced to $ 0.75 per share according to this agreement.
−Removed: Lind also received new warrants to purchase 1,000,000 shares
−Removed: of common stock, exercisable at any time on or after the date of its issuance and until the five-year anniversary thereof, for $ 1.00 per
−Removed: share (the “New Warrants”).
−Removed: The fair value of the New Warrants was determined to be $ 925,210 using the Black-Scholes model.
−Removed: The New Warrants may be exercised via cashless exercise or resale pursuant to the registration statement that was declared effective.
−Removed: As of December 31, 2024, Lind has exercised 1,000,000 shares of Pre-Existing Warrants and received 1,000,000 shares of New Warrants according
−Removed: to this agreement.
−Removed: All warrants issued to Lind may be exercised via cashless exercise.
−Removed: During the year ended December 31, 2024, the Company
−Removed: issued Lind in total of 800,000 shares of the Company’s common stock as the repayment of $ 800,000 principal of 2 nd Lind
−Removed: According to the amended agreement pursuant to Nasdaq requirements, the conversion price is subject to $ 1.00 floor price if the
−Removed: conversion price was below such floor price, resulting in effective conversion price between $ 0.7907 to $ 0.4932 .
−Removed: The Company made an additional
−Removed: $ 327,017 cash repayments, with $ 127,759 unpaid cash booked in Accrued Expenses and Other Current Liabilities as of December 31, 2024.
−Removed: On March 3, 2025 and April 1, 2025, Lind converted the remaining $ 400,000 ($ 200,000 in each conversion) principal balance on 2 nd
−Removed: Lind Note into 400,000 shares of the Company’s common stocks.
−Removed: All principal balance of 2 nd Lind Note was fully converted
−Removed: as of April 1, 2025.
+Added: On March 3, 2025 and April 1, 2025, Lind has converted the remaining
+Added: $ 400,000 principal balance on 2nd Lind Note into 400,000 shares of the Company’s common stocks.
+Added: All principal
+Added: balance of 2nd Lind Note was fully converted as of April 1, 2025.
On March 3, 2025, April 1, 2025, May 14, 2025,
−Removed: June 5, 2025, and July 9, 2025, Lind converted $ 1,000,000 ($ 200,000 in each conversion) principal balance on 3 rd Lind Note
−Removed: into 1,000,000 shares of the Company’s common stocks.
−Removed: As of September 30, 2025, all outstanding balance of 3 rd Lind Note
−Removed: was fully converted.
−Removed: On January 5, 2025, the Company and Lind entered
−Removed: into a third letter agreement, pursuant to which Lind agreed to exercise for cash, 1,029,167 of the Existing Warrants to purchase shares
−Removed: of Common Stock, with a current exercise price of $ 0.75 per share, at a reduced exercise price of $ 0.40 per share.
−Removed: On July 1, 2025, Lind
−Removed: exercised 500,000 warrants at an exercise price of $ 1.00 per share and left 500,000 warrants as of the date of this report.
−Removed: for more information.
−Removed: In July 2025, the Company received $ 83,567 in
−Removed: cash for 216,251 common stock warrant exercise from the placement agents of LIND notes.
−Removed: These warrants were issued in 2023 and 2024 along
−Removed: with the Lind Note financing.
−Removed: Private Offerings
−Removed: In 2024, the Company received $ 31,040 from an
−Removed: investor to subscribe 41,387 shares of the Company’s common stock.
−Removed: These stocks were issued to the investor as of September 30,
−Removed: During the nine months ended September 30, 2025,
−Removed: the Company conducted several private offerings of its common stock to several individual investors and issued 3,083,612 unregistered
−Removed: shares at $ 0.60 to $ 1.95 per share, raising a total of $ 2,777,120 .
−Removed: Among these offerings, prior unissued stocks were all issued as of
−Removed: September 30, 2025.
+Added: 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
+Added: 936,239 shares of the Company’s common stock.
+Added: As of July 9, 2025, all principal balance of 3 rd Lind note was fully converted.
Stock-Based Compensation and Payments
−Removed: The Company previously reported that during the
−Removed: year ended December 31, 2019, the Company entered into service agreements with Euro-Asia Investment & Finance Corp Ltd.
−Removed: party), Ever Adventure inv.
−Removed: (Formosa) Consultant Co., Ltd., New Eastern Asia (a related party), and Kimho Consultants Co., Ltd.
−Removed: party) for the maintenance of the listing in the U.S.
−Removed: stock exchange market, investor relations, and business development.
−Removed: the agreements, the Company issued 644,972 shares of the Company’s common stock for the consulting service from July 2019 to July
−Removed: 2024 for the service fee of $ 4,514,800 in aggregate, and recorded as stock subscription receivable.
−Removed: For the three and nine months ended
−Removed: September 30, 2024, stock subscription receivable recognized as stock-based compensation in equity was $ 225,740 and $ 451,480 , respectively.
−Removed: After further review and investigation, the above
−Removed: services were completely provided by December 31, 2022.
−Removed: Pursuant to ASC 718, the costs of services should be recognized along with the
−Removed: period when services are received.
−Removed: Therefore, the Company reversed share-based compensation expenses of $ 225,740 and $ 451,480 for the
−Removed: three and nine months ended September 30, 2024, respectively.
−Removed: On August 14, 2023, the Company entered into a
−Removed: cooperation agreement with Zhonghui.
−Removed: Pursuant thereto, the Company expect to receive 20 % of the ownership of a property and the parcel
−Removed: of the land owned by Zhonghui in Leshan, Sichuan, China.
−Removed: During the third quarter of 2023, the Company issued to Zhonghui, an aggregate
−Removed: of 370,000 shares (post-split) of the Company’s common stock, at a per share price of $ 1.87 , for $ 691,900 .
−Removed: The Company also
−Removed: issued 29,600 common stocks to consultants for providing consulting services on the above transaction.
−Removed: Please refer Note 2 for the restatement
−Removed: of prior period reported amounts.
−Removed: On January 27, 2024, the Company granted 1,302,726
−Removed: restricted shares to its employees and directors under the 2016 Equity Incentive Plan as compensation for their previous services, with
−Removed: an issuance date of February 2, 2024.
−Removed: These shares are subject to a three-year restriction period.
−Removed: During the three and nine months ended September
−Removed: 30, 2025, the Company compensated an employee with 150,000 and 400,000 shares of the Company’s common stocks amounting to $ 395,000
−Removed: and $ 725,000 , respectively, for her additional services.
−Removed: As of September 30, 2025, there are 150,000 shares totaling $ 395,000 that have
−Removed: not been issued.
−Removed: 50,000 shares were issued on October 10, 2025.
−Removed: During the three and nine months ended September 30, 2025, the Company
−Removed: compensated various business consultants with 1,005,021 and 1,523,492 shares of common stock amounting to $ 1,307,479 and $ 1,761,699 , respectively,
−Removed: for their financial and business advisory services.
−Removed: As of September 30, 2025, 150,000 shares totaling $ 241,500 remain unissued.
−Removed: shares were issued on October 10, 2025.
−Removed: The Company has entered several agreements with
−Removed: its landlord in California, which both parties agreed that the Company issues its common stocks in lieu of cash for certain months of
−Removed: For the three and nine months ended September 30, 2025, the Company issued 37,499 and 297,959 shares of common stock, for the rent
−Removed: amounts of $ 100,449 and $ 282,404 , respectively.
−Removed: For the three months ended September 30, 2024, the Company issued 259,522 shares of common
−Removed: stock for the rent amounts of $ 191,642 .
−Removed: Since the share payment agreement was first entered in July 2024, there was no share payment for
−Removed: the rent in the first six months of 2024.
−Removed: Shuling Land Acquisition
−Removed: On February 6, 2024, the Company entered into
−Removed: a definitive agreement with Shuling Jiang (“Shuling”), pursuant to which Shuling shall transfer the ownership of certain land
−Removed: she owns located at Taoyuan City, Taiwan (the “Land”) to the Company (the “Agreement”).
−Removed: Shuling is a director
−Removed: of the Company, and owns approximately 15.4 % of the Company’s issued and outstanding shares of common stock as of February 6, 2024.
−Removed: In consideration for the Land, the Company was to pay Shuling (i) 703,496 restricted shares of the Company’s common stock (the “Shares”)
−Removed: 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
−Removed: an exercise price of $ 2.00 per share.
−Removed: Under the Agreement, Shuling was to also transfer outstanding liability owed on the Land (approximately
−Removed: $ 500,000 ) to the Company.
−Removed: On May 16, 2024, the Company’s board of directors determined that it was in the best interest of the Company
−Removed: and its shareholders to terminate the Agreement and not proceed with the transfer of land ownership.
−Removed: The shares were returned and booked
−Removed: as treasury stock, and the warrants were not issued.
−Removed: On June 3, 2025, the Company’s annual general
−Removed: shareholder meeting approved the proposal that the issuance of 2,035,136 restricted shares of the Company’s common stock at a price
−Removed: 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
−Removed: of $ 2.50 per share, to purchase the above Land from Shuling.
−Removed: On July 15, 2025, the Company closed the purchase of Land from Shuling and
−Removed: 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,
−Removed: respectively.
−Removed: Please refer to Note 5 for more details.
+Added: Three months ended March 31, 2025
+Added: For the three months ended March 31, 2025, the
+Added: Company issued 80,654 shares of common stock, for the rent payments of January to March 2025, amounting to $ 48,773 .
+Added: Three months ended March 31, 2026
+Added: For the three months ended March 31, 2026, the
+Added: Company issued 60,005 shares of common stock, for the rent payments of January to March 2026, amounting to $ 106,287 .
+Added: For the three months ended March 31, 2026, the
+Added: Company issued 69,171 restricted shares to employees as compensations of $ 69,171 .
+Added: For the three months ended March 31, 2026, the
+Added: Company issued 102,015 restricted shares to advisors and consultants as compensations of $ 198,416 .
+Added: For the three months ended March 31, 2026, the
+Added: Company issued 250,000 common stocks to advisors and consultants as compensations of $ 413,500 .
+Added: Private placement
+Added: Three months ended March 31, 2026
+Added: In January 12, 2026, the Company sold an aggregate
+Added: amount of $ 256,000 on the same terms and conditions as the Reg S Offering;
+Added: Pursuant to the share subscriptions, the Company has issued
+Added: an aggregate of 131,280 shares of the Company’s common stock.
+Added: The price at which the Shares were sold at $ 1.95 per share.
+Added: Stock subscription received
+Added: Three months ended March 31, 2026
+Added: In March 2026, the Company received $ 63,492 from
+Added: an investor to subscribe 45,351 shares of the company’s common stock.
+Added: The shares were issued in April 2026 due to administrative
Noncontrolling Interests
2 unchanged sentences
in November 2023, and the cost of land $ 7,670,000 .
−Removed: Due to certain administrative processes and restrictions, AiBtl has not acquired ownership
−Removed: Yun Zhi Yi, a Taiwan corporation, was incorporated in August 2024,
−Removed: with 90 % owned by BioLite Taiwan and 10 % owned by Shuling Jiang, the Company’s director.
−Removed: This entity is set up for holding the land
−Removed: that AiBtl acquired in Taiwan for developing health related business in Taiwan.
−Removed: Due to certain administrative processes and restrictions,
−Removed: the title transfer has not completed.
−Removed: However, AiBtl entered a series of agreements with the sellers in March 2025, to obtain the complete
−Removed: rights and obligations of the land while in the process of transferring the title.
−Removed: These agreements are effective until the title transfer
−Removed: is completed.
−Removed: AiBtl recognized such asset on its balance sheet on March 31, 2025.
−Removed: Refer to Note 5 for details.
+Added: The land will be used for developing health related businesses.
+Added: However, upon the closing
+Added: of the transaction, both parties are aware of such Taiwan’s legal restrictions prohibiting foreign entities directly owning farmland.
+Added: In August 2024, the Company incorporated a controlling subsidiary, Yunzhiyi, to hold the title of the land upon government’s approval.
+Added: On March 31, 2025, AiBtl and the landowners executed the Nominee Holding Agreement, Land Lease Agreement, and Consulting Agreement, under
+Added: the witness of and confirmed by a legal counsel in Taiwan, in which the landowners unconditionally grant the full legal rights to the
+Added: land to AiBtl before the completion of the title transfer.
+Added: These agreements are effective until the title transfer is completed.
+Added: 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.
+Added: The Company applied a valuation agent to value
+Added: the land, applying the observable market quote.
+Added: To further secure the ownership of land, the board
+Added: of AiBtl authorized Ms.
+Added: Jiang in June 2025 to temporarily hold the land title until the administrative procedures are finalized.
+Added: was transferred to Ms.
+Added: Jiang later that month, and AiBtl recorded $ 5,794 in acquisition costs associated with the transaction.
+Added: reporting date, government review of the transfer of land title to Yun Zhi Yi is pending completion.
STOCK OPTIONS AND WARRANTS
+Added: The Company’s 2025 annual meeting of shareholders
+Added: approved an increase in the Company’s Amended and Restated 2016 Equity Incentive Plan (the “Plan”) up to a maximum
+Added: 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
+Added: 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
+Added: on the immediately preceding December 31, commencing on January 1, 2026 and ending with the year that the additional number of shares
+Added: equals 15 % of the number of shares of common stock issued and outstanding as of December 31 of the previous year.
+Added: As of the date of the
+Added: 2025 annual meeting of shareholders, the outstanding share was 16,153,055 shares, which results in the maximum shares issuable of 2,422,958
+Added: shares under the Plan.
Stock Options
−Removed: The Company has not granted any options during
−Removed: the nine months ended September 30, 2025 and 2024.
−Removed: The Company’s most recent option grant was in 2022 that 76,190 shares (post-split)
−Removed: of common stock were granted to employees and certain consultants.
−Removed: The weighted average grant date fair value of options granted
−Removed: in 2022 was $ 27.9 (post-split).
−Removed: There are 386,021 options available for grant under the 2016 Equity Incentive Plan as of December
−Removed: Compensation costs associated with the Company’s stock options are recognized, based on the grant-date fair values of
−Removed: these options over vesting period.
−Removed: As of September 30, 2025 and December 31, 2024, there were no unvested options.
−Removed: Options issued and outstanding as of September
−Removed: 30, 2025, and their activities during the period then ended are as follows:
+Added: Options issued and outstanding as of March 31,
+Added: 2026, and their activities during the year then ended are as follows:
Weighted- Weighted-
5 unchanged sentences
Outstanding as of January 1, 2026 258,710 $ 27.9 5.74 -
−Removed: Outstanding as of September 30, 2025 258,710 27.9 6.00 $ -
−Removed: Exercisable as of September 30, 2025 258,710 27.9 6.00 $ -
+Added: Outstanding as of March 31, 2026 258,710 27.9 5.50 $ -
+Added: Exercisable as of March 31, 2026 258,710 27.9 5.50 $ -
Vested and expected to vest 258,710 $ 27.9 5.50 $ -
−Removed: Stock Warrants
+Added: Stock Warrants - Shuling
Warrants issued and outstanding in connection
−Removed: with Shuling land transaction (See Note 5) as of September 30, 2025, and their activities during the nine-month period ended are as follows:
+Added: with Shuling land transaction (See Note 5) as of March 31, 2026, and their activities during the year ended are as follows:
Shares Weighted-
2 unchanged sentences
Outstanding as of January 1, 2026 1,000,000 $ 2.50 4.54 $ -
−Removed: Issued 1,000,000 2.50 5.00 -
−Removed: Outstanding as of September 30, 2025 1,000,000 $ 2.50 4.79 $ 540,000
+Added: Outstanding as of March 31, 2026 1,000,000 $ 2.50 4.29 $ -
+Added: Stock Warrants – Lind Notes
+Added: On February 23, 2023, in connection with the
+Added: issuance of the 1 st Lind Note (referring to Note 7), the Company issued Lind a 5 -year term of common stock purchase warrant
+Added: to purchase up to 529,167 shares (post-split) of the Company’s common stock at an initial exercise price of $ 10.5 per share (post-split),
+Added: subject to adjustment.
+Added: The warrant exercise price was reset to $ 3.5 in accordance with the issuance of common stock in relation to securities
+Added: purchase agreement in July 2023.
+Added: On November 17, 2023, in connection with the
+Added: issuance of the 2 nd Lind Note (referring to Note 7), Lind also received a 5 -year term of common stock purchase warrants to
+Added: purchase up to 1,000,000 shares of the Company’s common stock at an initial exercise price of $ 2 per share.
+Added: The warrants were valued
+Added: using the Black-Scholes model and the fair value was determined to be $ 480,795 , which was recorded as a debt discount.
+Added: On January 17, 2024, in connection with the issuance
+Added: of the 3 rd Lind Note (referring to Note 7), Lind also received 5 -year term of common stock purchase warrants to purchase up
+Added: to 1,000,000 shares of the Company’s common stock at an initial exercise price of $ 2 per share.
+Added: On May 22, 2024, the Company and Lind entered
+Added: into a letter agreement, pursuant to which Lind will exercise, for cash, 1,000,000 of its Pre-Existing Warrants (all of the warrants
+Added: issued to Lind on February 23, 2023, November 17, 2023 and January 17, 2024 are hereinafter referred to as the “Pre-Existing Warrants”),
+Added: to purchase shares of Common Stock at a reduced exercise price of $ 0.75 per share.
+Added: Such 1,000,000 Pre-Existing Warrants exercised include
+Added: 529,167 warrants issued in February 2023 and 470,833 warrants issued in November 2023.
+Added: Concurrently, the exercise price of all Pre-Existing
+Added: Warrants was reduced to $ 0.75 per share according to this agreement.
+Added: Lind also received new warrants to purchase 1,000,000 shares of
+Added: common stock, exercisable at any time on or after the date of its issuance and until the five-year anniversary thereof, for $ 1.00 per
+Added: share (the “New Warrants”).
+Added: The fair value of the New Warrants was determined to be $ 925,210 using the Black-Scholes model.
+Added: The New Warrants may be exercised via cashless exercise or resale pursuant to the registration statement that was declared effective.
+Added: As of December 31, 2024, Lind has exercised 1,000,000 shares of Pre-Existing Warrants and received 1,000,000 shares of New Warrants according
+Added: to this agreement.
+Added: All warrants issued to Lind may be exercised via cashless exercise.
+Added: On January 5, 2025, the Company and Lind entered
+Added: into a third letter agreement, pursuant to which Lind agreed to exercise for cash, 1,029,167 of the Existing Warrants to purchase shares
+Added: of Common Stock, with a current exercise price of $ 0.75 per share, at a reduced exercise price of $ 0.40 per share.
+Added: On July 1, 2025, and
+Added: January 20, 2026, Lind exercised 500,000 and 102,000 warrants, respectively, both at an exercise price of $ 1.00 per share and left 398,000
+Added: warrants as of March 31, 2026.
+Added: In July 2025, the Company received $ 83,567 in
+Added: cash for 216,251 common stock warrant exercise from the placement agents of LIND notes.
+Added: These warrants were issued in 2023 and 2024 along
+Added: with the Lind Note financing.
Warrants issued and outstanding in connection
−Removed: with Lind convertible notes (See Note 12) as of September 30, 2025, and their activities during the nine-month period ended are as follows:
+Added: with Lind convertible notes (See Note 12) as of March 31, 2026, and their activities during the three months ended are as follows:
Shares Weighted-
1 unchanged sentence
in Years Aggregate
−Removed: Outstanding as of January 1, 2025 2,029,167 $ 0.40 * 4.20 $ 195,542
+Added: Outstanding as of December 31, 2025 500,000 $ 1.00 3.39 $ 565,000
Exercised ( 102,000 ) $ 1.00 -
−Removed: Outstanding as of September 30, 2025 500,000 $ 1.00 3.64 $ 1,020,000
−Removed: * On January 5, 2025, the Company and Lind entered into a third letter agreement (the “December Letter Agreement”), pursuant to which Lind agreed to exercise for cash, 1,029,167 of the Existing Warrants to purchase shares of Common Stock, with a current exercise price of $ 0.75 per share, at a reduced exercise price of $ 0.40 per share.
−Removed: The weighted average exercise price per share as of December 31, 2024 was adjusted to the reduction accordingly.
−Removed: LOSS PER SHARE
−Removed: Basic loss per share is computed by dividing net
−Removed: loss by the weighted-average number of common shares outstanding during the year.
−Removed: Diluted loss per share is computed by dividing net loss
−Removed: by the weighted-average number of common shares and dilutive potential common shares outstanding during the three and nine months ended
−Removed: September 30, 2025 and 2024.
−Removed: Three Months Ended
−Removed: Nine Months Ended
−Removed: Net loss attributable to ABVC’s common stockholders
−Removed: Weighted-average shares outstanding – Basic & Diluted
−Removed: Loss per share -Basic & Diluted
−Removed: Diluted loss per share takes into account the
−Removed: potential dilution that could occur if securities or other contracts to issue Common Stock were exercised and converted into Common Stock.
−Removed: Since the Company suffered net loss for both years, any diluted shares would have anti-diluted effect.
−Removed: The Company adopted FASB Accounting Standards
−Removed: Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that
−Removed: allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019.
−Removed: The Company applied the following practical expedients
−Removed: in the transition to the new standard and allowed under ASC 842:
−Removed: Reassessment of expired or existing contracts:
−Removed: The Company elected not to reassess, on the application date, whether any expired or existing contracts contained leases, the lease classification for any expired or existing leases, and the accounting for initial direct costs for any existing leases.
−Removed: Use of hindsight:
−Removed: The Company elected to use hindsight in determining the lease term (that is, when considering options to extend or terminate the lease and to purchase the underlying assets) and in assessing impairment of right-to-use assets.
−Removed: Reassessment of existing or expired land easements:
−Removed: The Company elected not to evaluate existing or expired land easements that were not previously accounted for as leases under ASC 840, as allowed under the transition practical expedient.
−Removed: Going forward, new or modified land easements will be evaluated under ASU No.
−Removed: Separation of lease and non-lease components:
−Removed: Lease agreements that contain both lease and non-lease components are generally accounted for separately.
−Removed: Short-term lease recognition exemption:
−Removed: The Company also elected the short-term lease recognition exemption and will not recognize ROU assets or lease liabilities for leases with a term of less than 12 months.
−Removed: The new leasing standard requires recognition
−Removed: of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities.
−Removed: ROU assets represent the
−Removed: Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make
−Removed: lease payments arising from the leases.
−Removed: Operating lease ROU assets and operating lease liabilities are recognized based on the present
−Removed: value and future minimum lease payments over the lease term at commencement date.
−Removed: The Company’s future minimum based payments used
−Removed: to determine the Company’s lease liabilities mainly include minimum based rent payments.
−Removed: As most of the Company’s leases do
−Removed: not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement
−Removed: date in determining the present value of lease payments.
+Added: Outstanding as of March 31, 2026 398,000 $ 1.00 3.14 $ -
+Added: The Company adopted ASC 842 on January 1, 2019
+Added: using the modified retrospective approach and elected the transition practical expedient not to restate comparative periods.
+Added: the standard, the Company elected several practical expedients, including not reassessing whether existing or expired contracts contained
+Added: leases, not reassessing prior lease classifications or initial direct costs, using hindsight when evaluating lease terms and potential
+Added: impairments, and not reevaluating pre-existing land easements accounted for under ASC 840.
+Added: The Company also elected the short-term lease
+Added: exemption and generally accounts for lease and non-lease components separately.
+Added: Under ASC 842, the Company recognizes right-of-use
+Added: (“ROU”) assets and corresponding lease liabilities on the consolidated balance sheets.
+Added: ROU assets represent the right to
+Added: use the underlying leased assets over the lease term, and lease liabilities represent the present value of future minimum lease payments.
+Added: Because most leases do not provide an implicit rate, the Company uses its incremental borrowing rate at lease commencement to measure
+Added: lease liabilities.
+Added: Future minimum lease payments primarily include fixed base rent obligations.
The Company recognized lease liabilities, with
11 unchanged sentences
The Company’s operating leases have remaining lease terms of up to approximately five years.
−Removed: September 30,
Operating lease right-of-use assets
5 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
Operating lease expenses
Other information related to leases is presented
−Removed: Nine Months Ended
+Added: Three Months Ended
Cash paid for amounts included in the measurement of operating lease liabilities
−Removed: September 30,
+Added: Stock paid for amounts included in the measurement of operating lease liabilities
2026 December 31,
14 unchanged sentences
contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable.
−Removed: In the opinion of management, there were no pending or threatened claims and litigation as of September 30, 2025 and up through the date
+Added: In the opinion of management, there were no pending or threatened claims and litigation as of March 31, 2026 and up through the date
of the consolidated financial statements was available to the issued.
SUBSEQUENT EVENTS
−Removed: On October 7, 2025, the Company issued 10,749
−Removed: shares to settle October rent balance of $ 33,480 .
−Removed: On October 10, 2025, the Company issued 50,000
−Removed: shares to a consultant and 50,000 shares to an employee for services were rendered, but the shares have not yet been issued.
−Removed: 12 Stock-Based Compensation and Payments subsection for details.
−Removed: On October 30, 2025, the Company received additional
−Removed: subscriptions in the aggregate amount of $ 507,833 on the same terms and conditions as the offerings in September 2025.
−Removed: Pursuant to the
−Removed: additional subscriptions, the Company will issue an aggregate of 260,427 shares of the Company’s common stock by the end of 2025.
−Removed: Except for disclosed above, the Company has assessed all events from
−Removed: September 30, 2025, up through the date that these consolidated financial statements are available to be issued, and concluded that no
−Removed: subsequent events have occurred that would require recognition or disclosure in the Company’s consolidated financial statements.
+Added: On April 15, 2026, the Company issued 45,351 shares to an investor
+Added: for an aggregate amount of $ 63,492 , which was subscribed stock as of March 31, 2026.
+Added: The price at which the Shares were sold at $ 1.40
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.