UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 ANNUAL REPORT UNDER SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended: December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from
to

 Commission file number: 001-40700

 ABVC BioPharma, Inc.

 (Exact name of Company in its charter)

 Nevada

 26-0014658

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 44370 Old Warm Springs Blvd.

 Fremont, CA 94538

 (Address of principal executive offices, including
zip code)

 Registrant's Telephone number, including
area code: (510) -668-0881

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Trading Symbol

 Name of each exchange on which registered

 Common Stock, par value $0.001 per share

 ABVC

 The Nasdaq Stock Market LLC

 Securities registered pursuant to Section 12(g)
of the Act: None

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes No

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at
least the part 90 days. Yes No

has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
No

is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller Reporting Company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The aggregate market value of the common stock
held by non-affiliates of the registrant, based on the closing price of registrant's common stock as quoted on the Nasdaq Stock
Market as of June 30, 2024 was $ 7.2 million.

 As of April 11, 2025, the registrant had 15,778,305 shares of common
stock outstanding and 0 shares of convertible preferred stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 ABVC BioPharma, Inc.

 Form 10-K

 For the Fiscal Year Ended December 31, 2024

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved staff comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Securities Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 Signatures

 i

 CONVENTIONS

 Except where the context otherwise requires and
for purposes of this annual report only:

 "AiBtl" means AiBtl BioPharma, Inc.
refers to a Delaware corporation and controlling subsidiary of ABVC;

 "APR" or "annual percentage
rate" refers to the annual rate that is charged to borrowers, including a fixed interest rate and a transaction fee rate, expressed
as a single percentage number that represents the actual yearly cost of borrowing over the life of a loan;

 "BioKey" means BioKey, Inc. refers
to a California corporation and wholly-owned subsidiary of ABVC;

 "BioKey Cayman" means BioKey (Cayman),
Inc. refers to a Cayman corporation and wholly-owned subsidiary of ABVC;

 "BioLite" means BioLite Holding, Inc.
refers to a Nevada corporation and a wholly-owned subsidiary of ABVC;

 The "Board" or "Board of Directors"
refers to the board of directors of the Company;

 "CDMO" refers to the Contract Development
& Manufacturing Organization services BioKey provides, such as an API characterization, pre-formulation studies, formulation
development, analytical method development, stability studies, IND/NDA/ANDA/510K submissions, and manufacturing clinical trial materials
(phase I through phase III) and commercial manufacturing.

 "China" and "P.R.C." refer
to the People's Republic of China, including Hong Kong Special Administrative Region and the Macau Special Administrative Region,
unless referencing specific laws and regulations adopted by the PRC and other legal or tax matters only applicable to mainland China,
excluding Taiwan for purposes of this report;

 "Common Stock" is the Common Stock
of ABVC Biopharma, Inc., par value US$0.001 per share;

 "Lind" refers to Lind Global Fund
II, LP;

 "Series A Convertible Preferred Stock"
is the Series A convertible preferred stock of ABVC Biopharma, Inc., par value US$0.001 per share;

 The terms "we," "us,"
"our," "the Company," "our Company" or "ABVC" refers to ABVC Biopharma, Inc., a Nevada
corporation, and all of the Subsidiaries as defined herein unless the context specifies;

 "R.O.C." or "Taiwan" refers
to Taiwan, the Republic of China;

 "Subsidiary" or "Subsidiaries,"
refer to American BriVision Corporation, sometimes referred to as "BriVision", AiBtl, BioLite, BioKey, BioKey Cayman, and
Yunzhiyi Co., Ltd ("Yunzhiyi"), a Taiwan corporation;

 All references to "NTD" and "New
Taiwan Dollars" are to the legal currency of R.O.C.; and

 All references to "U.S. dollars",
"dollars", and "$" are to the legal currency of the U.S.

 This report specifies certain NTD amounts and
in parenthesis the approximate U.S. dollar amounts at the exchange rate on the date of this report. The conversion rates regarding NTD
and U.S. dollars are subject to change and, therefore, we can provide no assurance that U.S. dollar amounts specified in this report will
not change.

 For clarification, this report follows English
naming convention of first name followed by last name, regardless of whether an individual's name is Chinese or English.

 This report does not discuss any affiliates of
the Company that are not controlled by the Company.

 ii

 Except for statements of historical fact, the
information presented herein constitutes forward-looking statements. These forward-looking statements generally can be identified by phrases
such as "anticipates," "believes," "estimates," "expects," "forecasts," "foresees,"
"intends," "plans," or other words of similar import. Similarly, statements herein that describe our business
strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include,
but are not limited to, our ability to: successfully commercialize our technology; generate revenues and achieve profitability in an intensely
competitive industry; compete in products and prices with substantially larger and better capitalized competitors; secure, maintain and
enforce a strong intellectual property portfolio; attract additional capital sufficient to finance our working capital requirements, as
well as any investment of plant, property and equipment; develop a sales and marketing infrastructure; identify and maintain relationships
with third party suppliers who can provide us a reliable source of raw materials; acquire, develop, or identify for our own use, a manufacturing
capability; attract and retain talented individuals; continue operations during periods of uncertain general economic or market conditions,
and; other events, factors and risks previously and from time to time disclosed in our filings with the Securities and Exchange Commission.

 Although we believe the expectations reflected
in our forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Except as required by law, we do not undertake to update or revise any forward-looking statement, whether as a result of new information,
future events or otherwise.

 Summary of Risk Factors

 The following summarizes some, but not all, of
the risks provided below. Please carefully consider all of the information discussed in Item 1A "Risk Factors" in this annual
report for a more thorough description of these and other risks.

 Risks Related to the Company's Business

 Risks relating to unfavorable global economic conditions, including health and safety concerns on the business, financial condition, and results of operations.

 Risks relating to no history in obtaining regulatory approval for, or commercializing, any new drug candidate.

 Risks relating to dependence on successful development, acquisition or licensing of new drugs.

 Risks relating to side effects associated with current or future products that could impact growth.

 Risks relating to product liability claims and substantial liabilities

 Risks relating to conducting clinical trials at sites outside the United States.

 Risks relating to failure in demonstrating safety and efficacy of product candidates in clinical trials.

 Risks relating to failure to achieve market acceptance.

 Risks relating to failure to enter successful collaborations or establish and maintain additional strategic partnerships

 Risks relating to termination of license agreements.

 Risks relating to dependence on one supplier for API of certain drug candidates.

 Risks relating to claims relating to improper handling, storage or disposal of hazardous chemicals and biological materials.

 Risks relating to failure to maintain and monitor the sample of drug candidates.

 Risks Related to Intellectual Property

 Risks relating to improper disclosure and misappropriation of confidential information or trade secrets

 Risks relating to protection of our IP or infringement of IP rights of other parties

 Risks relating to unable to protect and enforce our IP rights throughout the world.

 Regulatory Risks Relating to Biopharmaceutical Business

 Risks relating to fail or delay to obtain regulatory approval

 Risks relating to competition from more established and well-resourced companies.

 Risks Relating to Doing Business Outside the United States

 Risks relating to international operations.

 Risks Related to the Company's Financial Condition

 Risks relating to our existing indebtedness.

 Risks relating to our disclosure controls and procedures and internal financial reporting controls.

 Risks relating to creation of new series of preferred stock.

 Risks relating to failure in safeguarding our computer network system.

 Risks Related to the Company's Common Stock

 Risks relating to volatility of share price.

 Risks relating to certain shareholders have substantial influence over our Company and their interests may not be aligned with the interests of our other shareholders

 Risks relating to future sales and issuances of our common stock or rights to purchase common stock

 ITEM 1. DESCRIPTION OF BUSINESS

 Industry Overview

 The biotechnology industry focuses on developing
breakthrough products and technologies to combat various diseases through efficient industrial manufacturing. Biotechnology is an important
business sector in the world's economies and is vital to human health. Companies engaged in biotechnology generally require
large amounts of capital investment for their research & development activities. Developing and commercializing a new drug or medical
device may take up to tens of years. ABVC ("we" or the "Company") is an early-stage biotechnology company with
a pipeline of seven new drugs and one medical device under development, all of which are licensed from related parties of the Company.

 Our Mission

 We devote our resources to building a sophisticated
biotech company and becoming a pioneer in the biopharmaceutical industry. Dr. Uttam Patil, our Chief Executive Officer, and Dr. Tsung-Shann
Jiang, the founder and majority shareholder of the Company, understand the challenges and opportunities of the biotech industry and intend
to provide therapeutic solutions to significant unmet medical needs and to improve health and quality of human life by developing innovative
botanical drugs to treat central nervous system ("CNS") and oncology/ hematology diseases.

 Business

 As of the date of this Report, the Company's
revenue has come from outlicensing our intellectual properties and providing CDMO services. The Company focuses on developing a product
pipeline by carefully tracking new medical discoveries or medical device technologies in research institutions in the Asia-Pacific region.
Pre-clinical, disease animal model and Phase I safety studies are examined closely by the Company's scientists and other specialists
known to the Company to identify drugs or medical devices that it believes demonstrate efficacy and safety based on the Company's
internal qualifications. Once a drug or medical device is shown to be a good candidate for further development and ultimately commercialization,
ABVC licenses the drug or medical device from the original researchers and introduces the drug or medical device clinical trial plan to
highly respected principal investigators in the United States, Australia and Taiwan. In almost all cases, ABVC has found that research
institutions in each country are eager to work with the Company to move forward with Phase II clinical trials.

 Institutions that have or are now conducting phase
II clinical trials in partnership with ABVC include:

 Drug: ABV-1504, Major Depressive Disorder (MDD), Phase II completed. NCE drug Principal Investigators: Charles DeBattista M.D. and Alan F. Schatzberg, MD, Stanford University Medical Center, Cheng-Ta Li, MD, Ph. D – Taipei Veterans General Hospital

 Drug: ABV-1505, Adult Attention-Deficit Hyperactivity Disorder (ADHD), Phase II Part 1 completed. Principal Investigators: Keith McBurnett, Ph. D. and Linda Pfiffner, Ph. D., University of California San Francisco (UCSF), School of Medicine. Phase II, Part 2 clinical study sites include UCSF and 5 locations in Taiwan. The Principal Investigators are Keith McBurnett, Ph. D. and Linda Pfiffner, Ph. D., University of California San Francisco (UCSF), School of Medicine; Susan Shur-Fen Gau, M.D., National Taiwan University Hospital; Xinzhang Ni, M.D. Linkou Chang Gung Memorial Hospital; Wenjun Xhou, M.D.; Kaohsiung Chang Gung Memorial Hospital; Ton-Ping Su, M.D., Cheng Hsin General Hospital; Cheng-Ta Li, M.D., Taipei Veterans General Hospital. Phase II, Part 2 began in the 1 st quarter of 2022 at the 5 Taiwan sites. The UCSF site joined the study in the 2 nd quarter of 2023. The subjects enrolled in the study has reached the number for interim analysis in December 2023, and the interim analysis of the study is in progress.

 Drug: ABV-1601, Major Depression in Cancer Patients, Phase I/II, NCE drug Principal Investigator: Scott Irwin, MD, Ph. D. – Cedars Sinai Medical Center (CSMC). The Phase I clinical study will be initiated around the end of 2025.

 Medical Device: ABV-1701, Vitargus in vitrectomy surgery, Phase II Study has been initiated in Australia and Thailand, Principal Investigator: Duangnate Rojanaporn, M.D., Ramathibodi Hospital; Thuss Sanguansak, M.D., Srinagarind Hospital of the two Thailand Sites and Professor/Dr. Matthew Simunovic, Sydney Eye Hospital; Dr. Elvis Ojaimi, East Melbourne Eye Group & East Melbourne Retina. The Phase II study started in the 2nd quarter of 2023, and the company is working on improvements to the Vitargus Product through the new batch of investigational product.

 The following trials are expected to begin in
the third quarter of 2025

 Drug: ABV-1519, Non-Small Cell Lung Cancer treatment, Phase I/II Study in Taiwan, Principal Investigator: Dr. Yung-Hung Luo, M.D., Taipei Veterans General Hospital (TVGH)

 Drug: ABV-1703, Advanced Inoperable or Metastatic Pancreatic Cancer, Phase II, Principal Investigator: Andrew E. Hendifar, MD – Cedars Sinai Medical Center (CSMC)

 Upon completing a Phase II trial, ABVC will seek
a partner, typically a large pharmaceutical company, to complete a Phase III study and commercialize the drug or medical device upon approval
by the US FDA, Taiwan TFDA and other country regulatory authorities.

 GMP Manufacturing

 ABVC owns a certified GMP manufacturing facility
through BioKey that is qualified to deliver small quantities of drugs for use by its clients in clinical trials from Phase I to Phase
III. The GMP facility can manufacture direct API or blend fill-in capsules, manual and automated encapsulation, wet granulation or tray
drying, tablet compression, coating, and packaging solid dosage forms for ANDA and IND submission.

 The BioKey facility comprises a GMP suite, product
development area, analytical laboratory, food processing area, caged GMP storage area receiving area and two warehouses. The facility
was remodeled in December 2008 and received its first drug manufacturing license in June 2009. ABVC's current drug manufacturing
license allows it to manufacture drug products under IND for human clinical trials until the expiration of the license on December 2,
2024. The renewal of licenses is in progress.

 In 2022, BioKey began manufacturing a dietary
supplement based on the maitake mushroom. The mushrooms, supplied by Shogun Maitake Canada, Co. Ltd., are grown in a controlled
temperature and humid environment free of pesticides and chemicals. Initially, sales of the new supplement in the US and Canada will be
targeted to high-end grocery stores worldwide via online distribution. While many mushroom-based supplements are currently available to
customers, BioKey believes its new line has a significant competitive advantage since the purity and consistency of the mushrooms themselves
exceeds any maitake mushrooms currently available, and the extraction process employed by BioKey delivers a particularly strong dose.
The maitake mushroom is rich in bioactive polysaccharides, especially beta-glucans. These polysaccharides have well-documented immune-protecting
and antitumor properties. BioKey has developed both a tablet and a liquid version of the supplement. GMP manufacturing of bulk quantities
of Maitake mushroom tablets and Maitake mushroom drinks was completed in 2 and 1 batches, respectively, for commercial launches in Taiwan
and Canada in 2022.

 Beta-glucans in maitake mushrooms have been shown
to reduce cholesterol, resulting in improved artery functionality and overall better cardiovascular health, lowering the risk of heart
disease. Further, studies have shown that the beta-glucans in maitake mushrooms strengthen the immune system. In a trial of postmenopausal
breast cancer patients, oral administration of a maitake extract was shown to have immunomodulatory effects. In a different Memorial Sloan
Kettering Cancer Center trial, maitake extracts enhanced neutrophil and monocyte function in patients with myelodysplastic syndrome. It
boosts the production of lymphokines (protein mediators) and interleukins (secreted proteins), improving immune response. Further,
clinical trials have shown beta-glucans to lower blood glucose levels, helping to activate insulin receptors while reducing insulin resistance
in diabetes management.

 BioKey has entered into a three-year distribution
agreement with Define Biotech Co. Ltd. This Taiwan-based pharmaceutical marketing company focuses on selling drugs, dietary supplements,
and medical products in the Asia-Pacific region. The agreement grants Define Biotech the exclusive right to distribute this new dietary
supplement in China and Taiwan in exchange for the commitment to purchase $3.0 million of the new product over three years. Renewal of
the contract is under negotiation.

 NASDAQ Listing

 On August 5, 2021, we closed a public offering
(the "Offering") of 1,100,000 units (the "Units"), with each Unit consisting of one share of our common
stock (the "Common Stock"), one Series A warrant (the "Series A Warrants") to purchase one share of common stock
at an exercise price equal to $6.30 per share, exercisable until the fifth anniversary of the issuance date, and one Series B warrant
(the "Series B Warrants," and together with the Series A Warrants, the "Public Warrants") to purchase one share
of common stock at an exercise price equal to $10.00 per share, exercisable until the fifth anniversary of the issuance date; the
exercise price of the Public Warrants are subject to certain adjustment and cashless exercise provisions as described therein. The Company
completed the Offering pursuant to its registration statement on Form S-1 (File No. 333-255112), originally filed with the Securities
and Exchange Commission (the "SEC") on April 8, 2021 (as amended, the "Original Registration Statement"), that
the SEC declared effective on August 2, 2021 and the registration statement on Form S-1 (File No. 333-258404) that was filed and automatically
effective on August 4, 2021 (the "S-1MEF," together with the Original Registration Statement, the "Registration Statement").
The Units were priced at $6.25 per Unit, before underwriting discounts and offering expenses, resulting in gross proceeds of $6,875,000.
The Offering was conducted on a firm commitment basis. The Common Stock was approved for listing on The Nasdaq Capital Market and commenced
trading under the ticker symbol "ABVC" on August 3, 2021.

 On August 19, 2022, we received
a deficiency letter from the Nasdaq Listing Qualifications Department (the "Staff") of the Nasdaq Stock Market LLC ("Nasdaq")
notifying us that, for the last 30 consecutive business days, the closing bid price for our common stock was below the minimum $1.00
per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) ("Rule 5550(a)(2)").
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were initially given until February 14, 2023 to regain compliance with Rule
5550(a)(2). Since we did not regain compliance by such date, we requested and received an additional 180 days, until August 14, 2023,
to comply with Rule 5550(a)(2).

 On May 24, 2023, we received a deficiency letter
from the Nasdaq Listing Qualifications Department (the "Staff") of the Nasdaq Stock Market LLC ("Nasdaq") notifying
the Company that it is not currently in compliance with the minimum stockholders' equity requirement, or the alternatives of market
value of listed securities or net income from continuing operations, for continued listing on the Nasdaq Capital Market. Nasdaq Listing
Rule 5550(b)(1) requires listed companies to maintain stockholders' equity of at least $2,500,000, and the Company's stockholders'
equity was $1,734,507 as of March 31, 2023. In accordance with Nasdaq rules, the Company had 45 calendar days, or until July 10, 2023,
to submit a plan to regain compliance. After submitting a plan to regain compliance, on July 10, 2023, Nasdaq granted the Company an extension
until August 30, 20203, to comply with Listing Rule 5550(b)(1). On July 31, 2023, the Company issued 300,000 shares of Common Stock and
200,000 pre-funded warrants, at an exercise price of $0.01 per share, in a registered direct offering. Pursuant to this transaction, the
stockholders' equity was increased by $1.75 million. On August 1, 2023, $500,000 of Notes were converted at $3.50 per share and
the holder received 142,857 shares of Common Stock. As a result of this conversion, the stockholders' equity was increased by $0.5
million. Additionally, on August 14, 2023, the Company entered into a cooperation agreement with Zhonghui United Technology (Chengdu)
Group Co., Ltd., pursuant to which the Company acquired a 20% ownership of certain property and a parcel of the land owned by Zhonghui
in exchange for an aggregate of 370,000 shares of Common Stock. Accordingly, stockholders' equity increased by $7.4 million. On
February 23, 2023, the Company entered into a securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured,
convertible note in the principal amount of $3,704,167 (the "Lind Offering"), for a purchase price of $3,175,000 (the "Lind
Note"), that is convertible into shares of Common Stock at an initial conversion price of $1.05 per share, subject to adjustment. On
August 24, 2023, the Company started repaying Lind the monthly installments due under the Lind Notes; $308,000 was repaid via the issuance
of 176,678 shares of Common Stock (the "Monthly Shares") at the Redemption Share Price (as defined in the Lind Note) of $1.698
per share. Pursuant to the terms of the Lind Note, Lind increased the amount of the next monthly payment to one million dollars, such
that as of September and together with the Monthly Shares, the Company repaid Lind a total of $1 million by September 2023. As a result,
the stockholders' equity increased by an additional $1 million. As a result of the four transactions referenced above, the Company'
estimated that its stockholders' equity would increase by approximately $10.65 million. On September 6, 2023, Nasdaq issued a letter
that the Company is in compliance with Rule 5550(b)(1), but noted that if at the time of the Company's next periodic report the
Company does not evidence compliance, it may be subject to delisting.

 On July 10, 2024, the Company received a notification
letter from the Staff notifying the Company that the minimum bid price per share for its common shares has been below $1.00 for a period
of 30 consecutive business days and the Company therefore no longer meets the minimum bid price requirements set forth in Nasdaq Listing
Rule 5550(a)(2). The notification received has no immediate effect on the listing of the Company's common stock on Nasdaq. Under
the Nasdaq Listing Rules, the Company has until January 6, 2025, to regain compliance. If at any time during such 180-day period the closing
bid price of the Company's common shares is at least $1 for a minimum of 10 consecutive business days, Nasdaq will provide the Company
written confirmation of compliance. If the Company does not regain compliance during such 180-day period, the Company may be eligible
for an additional 180 calendar days, provided that the Company meets the continued listing requirement for market value of publicly held
shares and all other initial listing standards for Nasdaq except for Nasdaq Listing Rule 5550(a)(2), and provide a written notice of its
intention to cure this deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

 On January 9, 2025, the Company received a notification
from Nasdaq granting the Company an additional 180 days, until July 7, 2025, to meet the minimum bid price requirement of $1.00 per share,
as outlined in Nasdaq Listing Rule 5550(a)(2) (the "Rule"). To satisfy the Rule, the Company's common stock must achieve
a closing bid price of at least $1.00 for a minimum of ten consecutive trading days within this extension period; if successful, Nasdaq
will confirm compliance with the Rule and close this matter. If compliance is not achieved by the new deadline, Nasdaq may initiate delisting
procedures, which the Company would have the right to appeal.

 Name Change and Cusip Number

 The Company's shareholders approved an
amendment to the Company's Articles of Incorporation to change the Company's corporate name to "ABVC BioPharma, Inc."
and approved and adopted the Certificate of Amendment to affect same at the 2020 annual meeting of shareholders (the " Annual
Meeting"). Nevada's Secretary of State approved the name change on March 8, 2021, and FINRA processed our request
for such name change on April 30, 2021. The new name was effective on May 3, 2021. Stock certificates issued before the name change remain
valid and stockholders are not required to submit their stock certificates for exchange as a result of the name change. New stock
certificates issued by the Company after the name change will be printed with the Company's new name, ABVC BioPharma, Inc.; existing
stock certificates remain valid.

 The Company's cusip number is 0091F106. The Company's stock
symbol remains ABVC.

 Our Pipeline

 I.

 Central Nervous System

 1.

 ABV-1504 to treat Major Depressive Disorder ("MDD")

 We are developing and researching ABV-1504,
a botanical reuptake inhibitor that targets norepinephrine. Before clinical trials, we conducted radioligand-binding assay tests on ABV-1504.
Radioligand-binding assays are used to characterize the binding effects of a drug to its target receptor. In the case of ABV-1504, the
receptors of radioligand-binding assays are norepinephrine, dopamine, and serotonin. The radioligand-binding assay test on norepinephrine
was conducted from May 3 to May 8, 2007, and the radioligand-binding assay test on dopamine and serotonin was administered from November
26 to December 5, 2007. The result of the radioligand-binding assay to norepinephrine of ABV-1504was 2.102 g/ml of IC50, which indicated
ABV-1504's high inhibitory efficiency on norepinephrine. The results of the radioligand-binding assay to dopamine and serotonin
were not as good as those for norepinephrine, which indicated lower inhibitory efficiency. Because research has shown that norepinephrine
inhibitors can alleviate the level of depression, our research team saw ABV-1504's potential to treat depression and decided to
commence the clinical trial process of ABV-1504.

 In 2013, ABVC completed the Phase I
clinical trial of ABV-1504. The primary objective of the Phase I study was to assess the safety profile of ABV-1504. The safety endpoint
was assessed based on the results of physical examinations, vital signs, laboratory data, electrocardiograms ("ECG"), Columbia-Suicide
Severity Rating Scale evaluation, and several adverse events during the study period. We began recruiting healthy people as subjects for
the Phase I trial in Taiwan on October 30, 2012. We screened 85 healthy volunteers at the Taipei Veterans General Hospital for the Phase
I trial and enrolled 30 people as trial subjects. We divided the subjects into four cohort groups and administered ABV-1504oral capsules
of 380 mg, 1140 mg, 2280 mg, and 3800 mg to the subjects in each cohort group, respectively. BioLite visited the first subject for the
first time on November 13, 2012, and the last subject for the last time on July 5, 2013. During the said period, no subject had a severe
adverse event nor discontinued the trial due to any adverse events. ABVC did not observe any clinically significant findings in physical
examinations, vital signs, electrocardiogram, laboratory measurements, and C-SSRS throughout the treatment period. However, ABVC observed
the following mild adverse events: two subjects with flatulence and one subject with constipation in the single-dose 380mg cohort of seven
subjects; one subject with somnolence and one subject with stomatitis ulcer in the single-dose 2,280 mg cohort. Comparatively, two subjects
with somnolence and one subject with stomatitis ulcer were observed in the placebo group of seven subjects. ABVC did not observe any suicidal
ideation or behavior throughout the trial period. ABV-1504's Phase I clinical trial results reflected that the oral administration
of ABV-1504 to healthy volunteers was safe and well-tolerated at the dose levels of 380 mg to 3,800 mg.

 ABVC received an IND approval to proceed
with the Phase II clinical trial of ABV-1504 from the F.D.A. in March 2014 and an IND approval for its Phase II trial from the Taiwan
F.D.A. in June 2014. For the Phase II trial, BioLite administered oral capsules to 72 MDD patients (the trial subjects) in a randomized,
double-blind study with a placebo control group to assess ABV-1504's efficacy and safety profile, primarily under the Montgomery- sberg
Depression Rating Scale ("MADRS"). ABVC via BioLite began recruiting Phase II subjects in March 2015 at the following study
sites; Taipei Veterans General Hospital, Linkou Chang Gung Memorial Hospital, Taipei City Hospital-Songde Branch, Tri-Service General
Hospital, Wan Fang Hospital and started recruiting MDD patients at Stanford Depression Research Clinic. The first five sites are in Taiwan,
and the last one is in the United States. The primary endpoint of the Phase II trial is to see changes in the subjects' MADRS total
scores from the baseline scores of the placebo subjects within the first six weeks. The secondary objectives of the Phase II trial are
to evaluate the efficacy and safety profile of ABV-1504 on other rating scales with secondary endpoints of (i) demonstrating changes in
MADRS total scores from baseline scores within the second to seventh weeks and (ii) showing changes in the total scores on Hamilton Rating
Scale for Depression (HAM-D-17), Hamilton Rating Scale for Anxiety (HAM-A), Depression and Somatic Symptoms Scale (DSSS), Clinical Global
Impression Scale (CGI) from the baseline scores in the second, fourth, sixth and seventh week. ABVC plans to measure the percentages of
partial responders (subjects with a 25% to 50% decrease in total MADRS scores from the baseline score) and responders (subjects with a
50% or more decrease in total MADRS scores from the baseline score) by the second, fourth, sixth and seventh week. Additionally, ABVC
intends to monitor the subjects' performance following the Safety Assessments and Columbia-Suicide Severity Rating Scale from the
screening stage to each subject's last visit as well as to analyze the differences in the mean changes of MADRS, HAM-D-17, HAM-A,
DSSS, CGI, and Columbia-Suicide Severity Rating Scale scores of the subjects administered with ABV-1504 and the placebo group in the second,
fourth, sixth and seventh week.

 On May 23, 2019, the Company announced
the Phase II clinical study results of ABV-1504. The clinical study results showed that PDC-1421, the active pharmaceutical ingredient
of ABV-1504, met the pre-specified primary endpoint of the Phase II clinical trial and significantly improved the symptoms of MDD. The
Phase II clinical study was a randomized, double-blind, placebo-controlled, multi-center trial, in which sixty (60) adult patients with
confirmed moderate to severe MDD were treated with PDC-1421 in either low dose (380 mg) or high dose (2 x 380 mg) compared with placebo
administration, three times a day for six weeks. PDC-1421 high dose (2 x 380 mg) met the pre-specified primary endpoint by demonstrating
a highly significant 13.2-point reduction in the Montgomery- sberg Depression Rating Scale (MADRS) total score by Intention-To-Treat
(ITT) analysis, averaged over the 6-week treatment period (overall treatment effect) from baseline, as compared to the 9.2-point reduction
of the placebo group. By Per-Protocol (PP) analysis, PDC-1421 showed a dose-dependent efficacy toward MDD in which a high dose (2 x 380
mg) gave a 13.4-point reduction in MADRS total score from baseline and a low dose (380 mg) gave a 10.4-point reduction as compared to
an 8.6-point in the placebo group. Based on the trial results above, the Company has decided to use the high-dose formula for ABV-1504's
Phase III clinical trial.

 2.

 ABV-1505 to treat Attention Deficit Hyperactivity Disorder ("ADHD")

 We developed the ADHD indication from
the same API of ABV-1504. Also, ABV-1505 shares a pharmaceutical mechanism of action similar to ABV-1504 in that ABV-1505 can potentially
increase the level of norepinephrine in the human nervous system by inhibiting its reabsorption. Because of ABV-1505's sufficient
similarity with ABV-1504, in January 2016, the FDA approved our IND application to conduct ABV-1505's Phase II clinical trial based
on its preclinical research and the Phase I trial results of ABV-1504.

 For the ADHD Phase II trial, ABVC plans
to recruit a maximum of 105 ADHD patients as trial subjects in the United States and Taiwan, to whom ABVC intends to administer ABV-1505
oral capsules. ABVC has designed a randomized, double-blind dose escalation study with a placebo-controlled group to assess the efficacy
and safety profile of ABV-1505, primarily against the ADHD Rating Scale-IV ("ADHD-RS-IV"). The primary endpoint of the Phase
II trial is a 40% or higher improvement in the ADHD-RS-IV from the respective baseline scores within up to eight weeks. The secondary
objective is to determine the efficacy and safety profile of ABV-1505 on other rating scales with secondary endpoints of (i) improvements
of the total ADHD symptom scores from the respective baseline scores on the Conners' Adult ADHD Rating Scale-Self Report: Short
Version ("CAARS-S:S") 18-Item for a treatment period of eight weeks at maximum; and (ii) achievement of scores of two or lower
on both the Clinical Global Impression-ADHD- Severity ("CGI-ADHD-S") and Clinical Global Impression-ADHD-Improvement ("CGI-ADHD-I")
from the subjects' respective baseline scores. The University of California San Francisco ("UCSF") initiated the Phase
II, Part 1 clinical trial entitled "A Phase II Tolerability and Efficacy Study of PDC-1421 Treatment in Adult Patients with Attention-Deficit
Hyperactivity Disorder (ADHD). Part I on January 14, 2020. The Part 1 trial is a single-center, open-label, dose-escalation evaluation
with two dosage levels in six subjects. Six subjects were initially evaluated for safety and efficacy assessments at low-dose (1 capsule
of PDC-1421, three times a day (TID)) for 28 days. A safety checkpoint was evaluated on day 28 for entering the high-dose (2 capsules
TID). The subjects who passed the checkpoint were evaluated for safety and efficacy assessments at high-dose (2 capsules of PDC-1421 TID)
for 28 days. On July 15, 2020, the last patient visit (LPLV) marked the final step toward the completion of the ABV-1505 Phase II Part
I clinical trial for the treatment of adult ADHD. On October 24, 2020, a full clinical study report (CSR) of ABV-1505 Phase II Part I
clinical trial was issued. The study results showed that the PDC-1421 Capsule was safe, well tolerated, and efficacious during its treatment
and follow-up with six adult patients. For the primary endpoints, the percentages of improvement in ADHD-RS-IV score from baseline to
8 weeks of treatment were 83.3% (N=5) in the ITT population and 80.0% (N=4) in the PP population. Both low and high doses of PDC-1421
Capsules met the primary end points by passing the required 40% population in ADHD-RS-IV test scores. Overall, the results from this study,
which demonstrate the therapeutic value of PDC-1421, support further Phase II Part II clinical development of ABV-1505 for the treatment
of adult ADHD.

 The Phase II Part II study with its
clinical protocol entitled "A Phase II Tolerability and Efficacy Study of PDC-1421 Treatment in Adult Patients with Attention-Deficit
Hyperactivity Disorder (ADHD), Part II" is a randomized, double-blind, placebo-controlled, parallel three-groups with a maximum
99 subjects to be enrolled. This study was started at five Taiwan medical centers beginning in April 2022. The University of California,
San Francisco site was initiated in the 2 nd quarter of 2023. The subjects enrolled in the study has reached the number
for interim analysis (69 subjects) in 2023 December, and the interim analysis of the study is now in progress.

 3.

 ABV-1601 to treat Depression in Cancer Patients

 We developed a treatment for depression
in cancer patients from the same active pharmaceutical ingredients as ABV-1504. ABV-1601 shares similar pharmaceutical mechanisms of action
as ABV-1504 in that ABV-1601 can potentially increase the level of norepinephrine in the human nervous system by inhibiting its reabsorption.
Due to ABV-1601's similarity with ABV-1504, the FDA approved our ABV-1601-001 clinical protocol under the same IND as ABV-1504 (IND
112567) in December 2018.

 For the Phase II trial of ABV-1601,
ABVC plans to recruit a maximum number of 54 cancer patients with depression, to whom ABVC intends to administer ABV-1601 oral capsules.
ABVC is engaging the Principal Investigator at Cedars-Sinai Medical Center in the U.S. which designed a randomized, double-blind dose
escalation study with a comparator-controlled group to assess the efficacy and safety profile of ABV-1601, primarily against Montgomery- sberg
Depression Rating Scale (MADRS) total score. The primary endpoint of the Phase II trial is a change in MADRS, Hospital Anxiety and Depression
Scale (HADS), subscales (HADS-A and HADS-D), and Clinical Global Impression Scale (CGI) total scores from baseline in patients taking
PDC-1421 compared to the comparator. As of the date of this report, Part I of Phase II clinical protocol, which is an open trial, has
been approved by the Cedars-Sinai Medical Center IRB Committee. This study will be initiated around the end of 2025.

 II.

 Oncology

 1.

 ABV-1702 to treat Myelodysplastic Syndrome ("MDS")

 ABVC started the preparation for ABV-1702's
Phase II clinical trials after receiving its IND approval from the FDA in July 2016. ABVC plans to recruit fifty-two subjects in the United
States diagnosed with either IPSS int-1, IPSS int-2 high-risk MDS, or CMML and may take azacitidine as part of the subjects' prescription.
Azacitidine is an FDA-approved drug used to treat MDS. ABVC intends to administer ABV-1702 in the oral liquid form along with azacitidine.
The Phase II trial is divided into two parts, where Part 1 is to determine the safety and recommended dose level ("RDL") of
ABV-1702 in combination with azacitidine and Part 2 is to determine whether ABV-1702 under the established RDL reduces bactericidal and
fungicidal infection in the subjects' respiratory systems. The primary endpoint of the Part 1 Phase II trial is to assess the safety
and RDL profile of ABV-1702 administered with azacitidine by measuring ABV-1702's prohibited toxicity. The secondary endpoints of
Phase II Part 1 are to determine the safety, time-to-first infection after the first dose (Day 1) of the first azacitidine treatment cycle,
reduction in treatment requirements and duration of infections, enhancement of immune responses, improvements of response rates, progression,
and survival rates of the subjects under such ABV-1702 - azacitidine combination treatment. The primary endpoint of Part 2 of Phase II
is to determine whether ABV-1702 under the established RDL reduces bactericidal and fungicidal infection risks in the subjects'
respiratory systems in combination with azacitidine as compared to the control group with incidence of infections and incidence/frequency
of inpatient hospitalization due to infections. The secondary endpoints of Part 2 of Phase II are to determine the safety, time-to-first
infection after the first dose (Day 1) of the first azacitidine treatment cycle, reduction in required dosage and duration of infection,
enhancement of immune responses, improvement of response rate, progression, and survival rates of the subjects under the trial conditions.
In April 2016, BioLite submitted a letter to the FDA responding to its queries with additional information about the proposed Phase II
trial.

 The Company expects to begin Phase
II clinical trials of ABV-1702 in the fourth quarter of 2025 and is actively looking for qualified principal investigators and an appropriate
site for the study; therefore, the timing cannot be guaranteed.

 2.

 ABV-1703 to treat Pancreatic Cancer

 ABVC developed a new indication for
pancreatic cancer from maitake extract, named ABV-1703, and licensed it to Rgene to prepare its IND application with the FDA. On August
25, 2017,the FDA approved ABV-1703's Phase II trial. According to the ABVC-Rgene Co-development Agreement, ABVC is responsible for
coordinating and conducting the clinical trials of ABV-1703 globally and Rgene is responsible for preparing the related FDA applications.
As of the date of this report, we are engaging Cedars-Sinai Medical Center in the U.S. to conduct the Phase II clinical trial and plan
to initiate the Phase II trial in 2025. We plan to submit ABV-1703's Phase II clinical trial IND to the Taiwan FDA after we
commence the clinical trials in the United States.

 3.

 ABV- 1501 Triple Negative Breast Cancer - Combination therapy for Triple Negative Breast Cancer ("TNBC")

 ABV- 1501 is developed from BLI-1401-2, whose active pharmaceutical ingredient is Yukiguni Maitake Extract 404. Memorial Sloan Kettering Cancer Center ("MSKCC") conducted the Phase I clinical trial of a polysaccharide extract from Grifola frondosa (Maitake mushroom), which is very similar to Yukiguni Maitake Extract 404. The Phase I trial focused on the immunological effects of Grifola frondosa extract on breast cancer patients. The results of the Phase I trial showed that oral administration of a polysaccharide extract from Maitake mushroom is associated with both immunologically stimulatory and inhibitory measurable effects in peripheral blood.

 Our ABV-1501 Investigational New Drug ("IND") application to the US FDA for the Phase II clinical trials referencing the MSKCC maitake research resulted in a Phase II IND approval in March of 2016 by the U.S. FDA.

 The collaboration with BHK to file a clinical trial application to the Taiwan FDA ("TFDA") for conducting this combination therapy trial in Taiwan was temporarily put on hold due to the lack of funding.

 Our Collaborative Agreements

 I.

 ABV-1701 Vitreous Substitute for Vitrectomy and Collaboration Agreement with BioFirst

 On July 24, 2017, BriVision, one of
our wholly-owned subsidiaries entered into a collaboration agreement (the "BioFirst Agreement") with BioFirst, under which
BioFirst granted BriVision the global license to co-develop BFC-1401 Vitreous Substitute for Vitrectomy ("BFC-1401") for medical
purposes. BioFirst is a related party to the Company because BioFirst and YuanGene Corporation ("YuanGene"), the Company's
controlling shareholder, are under common control, both controlled by the controlling beneficiary shareholder of YuanGene.

 According to the BioFirst Agreement, we will co-develop and commercialize
BFC-1401 or ABV-1701 with BioFirst. We must pay BioFirst $3.0 million (the "Total Payment") in cash or common stock of BriVision
on or before September 30, 2018 in two installments. An upfront payment of $300,000, representing 10% of the Total Payment due under the
Collaboration Agreement, was to be paid upon executing the BioFirst Agreement. BriVision will receive 50% of the future net licensing
income or net sales profit when ABV-1701 is sublicensed or commercialized. On June 30, 2019, the Company and BioFirst entered into a Stock
Purchase Agreement (the "Purchase Agreement"), according to which the Company will issue 428,571 shares of the Company's
common stock to BioFirst in consideration for $3.0 million owed by the Company to BioFirst in connection with the BioFirst Collaborative
Agreement. For more information about the BioFirst Agreement and Purchase Agreement, please refer to the current reports on Form 8-K filed
on July 24, 2017 and July 12, 2019.

 On November 7, 2016, the Phase I clinical
trial application prepared and submitted by BioFirst was approved by the Human Research Ethics Committee, Australia ("HREC").
On November 14, 2016, it was approved by the Therapeutic Goods Administration, Australia ("TGA").

 We successfully finished the Phase
I clinical trial of ABV-1701 at Sydney Retina Clinic and Day Surgery, a clinic in Sydney, Australia. This was the only site for this Phase
I clinical trial. The trial started on November 17, 2016, and was completed with positive results in July 2018. The Protocol Title is
"A Phase I, single-center, safety and tolerability study of Vitargus in the treatment of Retinal Detachment."

 The primary endpoint of this Phase
I clinical trial was to evaluate the safety and tolerability of a single intravitreal dose of Vitargus in patients as a vitreous substitute
during vitrectomy surgery for retinal detachment. Intravitreal is a route of administration of a drug or other substance in which the
substance is delivered into the eyes. The secondary endpoint of this Phase I clinical trial is to assess retinal attachment and Virtagus
degradation at day 90 and to assess best corrected visual acuity ("BVCA") after vitrectomy surgery. BVCA refers to the best
possible vision a person can achieve. HREC requires the primary and second endpoints to evaluate our Phase I clinical trial application.
We enrolled an aggregate number of 10 patient subjects in this trial. On November 17, 2016, we received approval from the Data and Safety
Monitoring Board for the first subject, and nine more subjects were enrolled after that. In this trial, Vitargus was injected into the
vitreous cavity of vitrectomised eyes, whose vitreous gel was removed from the vitreous cavity after vitrectomy surgery. On August 24,
2020, a full clinical study report (CSR) of the ABV-1701 Phase I clinical trial was issued. The study results showed that ABV-1701 (Vitargus)
was well-tolerated as a vitreous substitute without any apparent toxicity to ocular tissues. Further, there was no indication of an increased
overall safety risk with Vitargus. For efficacy, participants showed significant improvement in visual acuity. The optical properties
of Vitargus allowed the patients to see well and facilitated visualization of the fundus immediately following surgery. In addition, since
Vitargus was set as a stable semisolid gel adhering to the retina, it maintained its position without requiring the patient to remain
face-down following surgery.

 ABV-1701, Vitargus in vitrectomy
surgery, Phase II Study was started in the 2 nd quarter of 2023. Four (4) study sites in Australia and Thailand join this multi-nation
and multi-site clinical study. The company is working on improvements to the Vitargus Product through the new batch of investigational
product.

 II.

 Co-development Agreement with Rgene

 On May 26, 2017, American BriVision
Corporation entered into a co-development agreement (the "Co-Dev Agreement") with Rgene Corporation (the "Rgene"),
a related party under common control by controlling beneficiary shareholder of YuanGene Corporation and the Company. According to the
Co-Dev Agreement, BriVision and Rgene agreed to co-develop and commercialize ABV-1507 HER2/neu Positive Breast Cancer Combination Therapy,
ABV-17 Pancreatic Cancer Combination Therapy and ABV-1527 Ovary Cancer Combination Therapy. Under the terms of the Co-Dev Agreement, Rgene
must pay the Company $3,000,000 in cash or stock of Rgene with equivalent value by August 15, 2017. The payment is for the compensation
of BriVision's past research efforts and contributions made by BriVision before the Co-Dev Agreement was signed and it does not
relate to any future commitments made by BriVision and Rgene in this Co-Dev Agreement. In addition to the $3.0 million, the Company is
entitled to receive 50% of the future net licensing income or net sales profit earned by Rgene, if any, and both BriVision and Rgene shall
equally share any development costs.

 By June 1, 2017, the Company had delivered
all research, technical, and development data to Rgene. Since both Rgene and the Company are related parties and under common control
by a controlling beneficiary shareholder of YuanGene Corporation and the Company, the Company has recorded the total amount of $3.0 million
in connection with the Co-Dev Agreement as additional paid-in capital during the year ended September 30, 2017. During the year ended
December 31, 2017, the Company received $450,000 in cash. On December 24, 2018, the Company received the remaining balance of $2,550,000
in the form of newly issued shares of Rgene's Common Stock, at the price of NT$50 (approximately equivalent to $1.60 per share),
for an aggregate number of 1,530,000 shares, which accounted for equity method long-term investment as of December 31, 2018. During the
year ended December 31, 2018, the Company recognized an investment loss of $549. On December 31, 2018, the Company determined to entirely
write off this investment based on the Company's assessment of the severity and duration of the impairment, and qualitative and
quantitative analysis of the operating performance of the investee, adverse changes in market conditions and the regulatory or economic
environment, changes in operating structure of Rgene, additional funding requirements, and Rgene's ability to remain in business.
All projects that have been initiated will be managed and supported by the Company and Rgene.

 The Company and Rgene signed an amendment
to the Co-Dev Agreement on November 10, 2020, under which both parties agreed to delete AB-1507 HER2/neu Positive Breast Cancer Combination
Therapy and AB 1527 Ovary Cancer Combination Therapy and add ABV-1519 EGFR Positive Non-Small Cell Lung Cancer Combination Therapy and
ABV-1526 Large Intestine / Colon / Rectal Cancer Combination Therapy to the products to be co-developed and commercialized. Other provisions
of the Co-Dev Agreement remain in full force and effect.

 III.

 Clinical Development Service Agreement with Rgene

 On June 10, 2022, the Company expanded
its co-development partnership with Rgene. BioKey entered into a Clinical Development Service Agreement with Rgene ("Service Agreement")
to guide certain Rgene drug products, RGC-1501 for the treatment of Non-Small Cell Lung Cancer (NSCLC), RGC-1502 for the treatment of
pancreatic cancer and RGC 1503 for the treatment of colorectal cancer patients, through completion of Phase II clinical studies under
U.S. FDA IND regulatory requirements (the "Rgene Studies").

 Under the terms of the Service Agreement,
BioKey is eligible to receive payments totaling up to $3.0 million over a three years with each payment amount to be determined by certain
regulatory milestones obtained during the agreement period. Through a series of transactions over the past five years, the Company and
Rgene have co-developed the three drug products covered by the Service Agreement, which has resulted in the Company owning 31.62% of Rgene.

 As part of the Rgene Studies, the Company
agreed to loan $1.0 million to Rgene, which Rgene has provided the Company with a 5% working capital convertible loan (the "Note").
The Company will own an additional 6.4% of Rgene if the Note is fully converted. The Company is expected to receive the outstanding loan
from the related party by the first half of 2024, either by cash or conversion of shares of Rgene. The Company may convert the Note at
any time into shares of Rgene's common stock at either (i) a fixed conversion price equal to $1.00 per share or (ii) a 20% discount
of the stock price of the then most recent offering, whichever is lower; the conversion price is subject to adjustment as outlined in
the Note. The Service Agreement shall remain in effect until the expiration date of the last patent and automatically renew for five more
years unless terminated earlier by either party with six months written notice. Either party may terminate the Service Agreement for cause
by providing 30 days written notice.

 Rgene has further agreed, effective
July 1, 2022, to provide the Company with a seat on Rgene's Board of Directors until the loan is repaid in full. The Company has
nominated Dr. Jiang, its Chief Strategy Officer and Director to occupy that seat; Dr. Jiang is also one of the Company's largest
shareholders, owning 12.8% of the Company. For more information about the Service Agreement and Note, please refer to the current reports
on Form 8-K filed on June 21, 2022.

 BLEX 404, a new drug under clinical
development covered by the Service Agreement, is extracted from the Maitake mushroom (Grifola frondosa), an edible mushroom. Its immunological
effects and safety have been demonstrated in two Phase I/II clinical studies performed at Memorial Sloan Kettering Cancer Center (MSKCC)
with breast cancer and myelodysplastic syndromes (MDS) patients.

 Market Distribution Strategy

 We focus primarily on developing botanical drugs
intended to diagnose, cure, mitigate, or treat human diseases. Together with our strategic partners, we plan to market, distribute and
sell our drug products internationally once those drug candidates comply with the local authorities regulations on drugs and foods. Currently,
many countries follow the International Council for Harmonization of Technical Requirements for Registration of Pharmaceuticals for Human
Use (the "ICH") guidelines that European Medicines publish to guide the quality and safety of pharmaceutical development and
new drug commercialization in Japan, the United States and Europe. All of our drug candidates go through the United States FDA process
for new drug development and then seek regulatory approval from regulators equivalent to the FDA in the jurisdictions where we plan to
distribute those candidates.

 Intellectual Property

 The new drug candidates depend on or are the subject of the following
patents and patent applications.

 No.

 Status

 Patent No.

 Patent

Starting

Date

 Patent

Expiration

Date

 Patent Name

 Territory

 Patent

Owner (1)(2)

 DE202007003503 U1

 8/23/2007

 9/20/2026

 Novel Polygalatenosides and use thereof as an antidepressant agent

 Germany

 MPITDC

 7531519

 5/12/2009

 9/20/2026

 Novel Polygalatenosides and use thereof as an antidepressant agent

 The U.S.

 MPITDC

 4620652

 11/20/2006

 11/19/2026

 Novel Polygalatenosides and use thereof as an antidepressant agent

 Japan

 MPITDC

 I 314453

 9/21/2006

 9/20/2026

 Novel Polygalatenosides and use thereof as an antidepressant agent

 MPITDC

 I389713

 3/21/2013

 10/13/2030

 Cross-linked oxidized hyaluronic acid for use as a vitreous substitute (3)

 NHRI

 US 8197849 B2

 6/12/2012

 8/30/2030

 The U.S.

 NHRI

 AU 2011/215775 B2

 4/17/2014

 Australia

 NHRI

 KR 10-1428898

 8/4/2014

 Korea

 NHRI

 CA 2786911 (C)

 10/6/2015

 2/10/2031

 Canada

 NHRI

 WO2011100469 A1

 N/A (4)

 N/A (4)

 PCT

 NHRI

 EP 2534200

 4/8/2015

 European Union (Germany, United Kingdom, France, Switzerland, Spain, Italy)

 NHRI

 5885349 (P5885349)

 2/9/2011

 Japan

 NHRI

 ZL 201180005494.7

 12/24/2014

 Cross-linked oxidized hyaluronic acid for use as a vitreous substitute (3)

 China

 NHRI

 HK1178188

 3/6/2015

 6/21/2030

 Cross-linked oxidized hyaluronic acid for use as a vitreous substitute (3)

 Hong Kong (5)

 NHRI

 US 16/936,032

 9/4/2020

 9/4/2040

 Polygala extract for the treatment of major depressive disorder

 US

 TW I821593

 11/1/2023

 7/22/2040

 Polygala extract for the treatment of major depressive disorder

 US17/120,965

 12/20/2020

 12/20/2040

 Polygala Extract for the Treatment of Attention Deficit Hyperactive Disorder

 U.S.

 TW 110106546

 2/24/2021

 2/24/2041

 Polygala Extract for the Treatment of Attention Deficit Hyperactive Disorder

 TW I792427

 02/11/2023

 07/19/2041

 Storage Media For Preservation of Corneal Tissue

 NHRI

 AU2021314052B2

 04/09/2024

 04/09/2041

 Polygala Extract for the Treatment of Major Depressive Disorder

 Australia

 202180001626. 2

 Polygala Extract for the Treatment of Major Depressive Disorder

 China

 2023502736

 Polygala Extract for the Treatment of Major Depressive Disorder

 Japan

 21 846 424.6

 Polygala Extract for the Treatment of Major Depressive Disorder

 Europe

 110106546

 Polygala Extract for the Treatment of Attention-Deficient and Hyperactivity Disorder

 202180001615. 4

 Polygala Extract for the Treatment of Attention-Deficient and Hyperactivity Disorder

 China

 2023536203

 Polygala Extract for the Treatment of Attention-Deficient and Hyperactivity Disorder

 Japan

 21 907 345.9

 Polygala Extract for the Treatment of Attention-Deficient and Hyperactivity Disorder

 Europe

 2021403197

 Polygala Extract for the Treatment of Attention-Deficient and Hyperactivity Disorder

 Australia

 (1)

 "MPITDC" stands for Medical and Pharmaceutical Industry Technology and Development Center, Taiwan.

 (2)

 "NHRI" stands for National Health Research Institutes, Taiwan.

 (3)

 The patent name is translated into English and the original patent name is written as "."

 (4)

 The starting date and expiration date of patents under PTC are subject to the laws of the specific participating jurisdiction where the patent application is filed. We have subsequently submitted such patent to the jurisdictions listed in No.22 herein above.

 (5)

 NHRI has obtained standard patent in Hong Kong based on the registration of the patent (listed as No.24 herein) granted by the State Intellectual Property Office, People's Republic of China.

 Corporate History and Structure

 ABVC was incorporated under the laws of the State
of Nevada on February 6, 2002 and has four wholly-owned Subsidiaries: BriVision, BioLite Holding, Inc., BioKey Cayman, and BioKey, Inc.
BriVision was incorporated in July 2015 in the State of Delaware and is in the business of developing pharmaceutical products in North
America.

 BioLite Holding was incorporated under the laws
of the State of Nevada on July 27, 2016, with 500,000,000 shares authorized, par value $0.0001. Its key Subsidiaries include BioLite BVI,
Inc. ("BioLite BVI") that was incorporated in the British Virgin Islands on September 13, 2016 and BioLite Inc. ("BioLite
Taiwan"), a Taiwanese corporation that was founded in February 2006. BioLite Taiwan has been in the business of developing new drugs
for over twelve years. Certain shareholders of BioLite Taiwan exchanged approximately 73% of equity securities in BioLite Taiwan for the
Common Stock in BioLite Holding in accordance with a share purchase/ exchange agreement (the "Share Purchase/ Exchange Agreement").
As a result, BioLite Holding owns via BioLite BVI approximately 73% of BioLite Taiwan. The other shareholders who did not enter this Share
Purchase/ Exchange Agreement retain their equity ownership in BioLite Taiwan.

 Yunzhiyi, a Taiwan corporation, was incorporated
in August 2024, with 90% owned by BioLite Taiwan and 10% owned by Shuling Jiang, one of the Company's director. This entity is set
up for holding the land in Taiwan that AiBtl is in the process of acquiring, which land will be used for developing health related business.
As of the date hereof, the transfer of the land's title is currently under government review, pending completion of the title transfer
registration. Due to Taiwan's legal restrictions prohibiting foreign entities from directly owning farmland, the parties agreed
to structure the arrangement through nominee holdings.

 Incorporated in California on November 20, 2000,
BioKey has chosen to initially focus on developing generic drugs to ride the opportunity of the booming industry.

 Upon closing of the Mergers on February 8, 2019,
BioLite and BioKey became two wholly-owned subsidiaries of ABVC.

 BioKey Cayman was incorporated in Cayman Islands
in July 2023, which is 100% owned by ABVC. This subsidiary has no activities since inception.

 In November 2023, the Company and one of its subsidiaries,
BioLite, Inc. ("BioLite") each entered into a multi-year, global licensing agreement with AiBtl BioPharma Inc. ("AiBtl",
or "AiBtl") for the Company and BioLite's CNS drugs with the indications of MDD (Major Depressive Disorder) and ADHD
(Attention Deficit Hyperactivity Disorder) (the "Licensed Products"). The license covers the Licensed Products' clinical
trial, registration, manufacturing, supply, and distribution rights. The parties are determined to collaborate on the global development
of the Licensed Products. The parties are also working to strengthen new drug development and business collaboration, including technology,
interoperability, and standards development. As per each of the respective agreements, each of ABVC and BioLite received 23 million shares
of AiBtl stock at $10 per share, and if certain milestones are met, each may receive $3,500,000 and royalties equaling 5% of net sales,
up to $100 million. Upon the issuance of the shares, AiBtl became a subsidiary of ABVC.

 The following chart illustrates the corporate structure of ABVC:

 Effective March 5, 2022, the Company's Board
for Directors approved amending the Company's Bylaws to remove Section 2.8, which permitted cumulative voting for directors since
cumulative voting is specifically prohibited by our Articles of Incorporation. Since it is not otherwise stated in our Articles of Incorporation
or Bylaws, directors shall be elected by a plurality of the votes cast at the election, as provided in the Nevada Revised Statutes.

 Effective March 14, 2024, the Company's
Board for Directors approved amending the Company's Bylaws to amend Section 2.8 of the Company's Bylaws to revise the number
of shares needed to establish a quorum at shareholder meetings. The Amendment changes the quorum requirement from a majority to 33-1/3%
of the votes entitled to be cast on a matter.

 Competition

 The healthcare industry is highly competitive
and subject to significant and rapid technological change as researchers learn more about diseases and develop new technologies and treatments.
Significant competitive factors in our industry include product efficacy and safety; quality and breadth of an organization's technology;
skill of an organization's employees and its ability to recruit and retain key employees; timing and scope of regulatory approvals;
the average selling price of products; the availability of raw materials and qualified manufacturing capacity; manufacturing costs; intellectual
property and patent rights and their protection; and our capabilities of securing competent collaborators. Market acceptance of our current
products and product candidates will depend on a number of factors, including: (i) potential advantages over existing or alternative therapies
or tests, (ii) the actual or perceived safety of similar classes of products, (iii) the effectiveness of sales, marketing, and distribution
capabilities, and (iv) the scope of any approval provided by the FDA or foreign regulatory authorities.

 Since we are a small biopharmaceutical company
compared to other companies that we may compete against, it is our intention to license our products to much larger pharmaceutical, specialty
pharmaceutical and generic drug companies with the financial, technical and human resources to compete effectively in the markets we address.

 We anticipate that our license partners will face
intense and increasing competition when and as our new drug candidates enter the markets, as advanced technologies become available and
as generic forms of currently branded products become available. Finally, the development of new treatment methods for the diseases we
are targeting could render our products non-competitive or obsolete. There can be no assurance that any of our new drug candidates will
be clinically superior or scientifically preferable to products developed or introduced by our competitors.

 The following chart lists some, not all, of the
biopharmaceutical companies that research, develop, commercialize, distribute or sell drugs that are in competition with our drug candidates.

 Disease

 Drug Name

 Pharmaceutical

Companies

 Headquarters

 Major Depressive Disorder

 Cymbalta oral

 Eli Lilly and Co., Inc.

 IN

 Lexapro oral

 Forest Laboratories, Inc.

 NJ

 Pfizer Pharmaceuticals, Inc.

 CT

 Attention-Deficit

 Adderall XR

 Shire Development LLC

 MA

 Hyperactivity Disease

 Ritalin

 Novartis Pharmaceuticals Corporation

 NJ

 Dexedrine

 Amedra Pharmaceuticals LLC

 PA

 Myelodysplastic

 Vidaza

 Celgene Corporation

 NJ

 Syndromes

 Dacogen

 Astex Pharmaceuticals, Inc.

 CA

 Triple Negative Breast Cancer

 Avastin

 Genentech, Inc.

 CA

 Erbitux (Cetuximab)

 ImClone Systems Incorporated

 NY

 Pancreatic Cancer

 Abraxane, Abraxis BioScience LLC

 Los Angeles

 CA

 Novartis Pharma Stein AG

 Stein

 Switzerland

 Vitargus for the treatments

 Alcon Laboratories, Inc.

 Fort Worth

 TX

 of Retinal Detachment or

 Vitreous Hemorrhage

 Arcadophta

 Toulouse

 France

 Government Regulations

 Currently, we are focusing on the research and
development of six therapeutic candidates in the fields of CNS, oncology/hematology and autoimmune, for which regulatory approval must
be received before we can commence marketing. In addition, our cGMP facility is subject to review by the FDA. Regulatory approval processes
and FDA regulations for ABVC's current and any future product candidates are discussed below.

 Approval Process for Pharmaceutical Products

 FDA Approval Process for Pharmaceutical Products

 In the U.S., pharmaceutical products are subject
to extensive regulation by the FDA. The Federal Food, Drug and Cosmetic Act (the "FDC Act"), and other federal and state statutes
and regulations, govern, among other things, the research, development, testing, manufacture, storage, recordkeeping, approval, labeling,
promotion and marketing, distribution, post-approval monitoring and reporting, sampling, and import and export of pharmaceutical products.
Failure to comply with applicable U.S. requirements may subject a company to a variety of administrative or judicial sanctions, such as
FDA refusal to approve pending NDAs, warning letters, product recalls, product seizures, total or partial suspension of production or
distribution, injunctions, fines, civil penalties, and criminal prosecution. Pharmaceutical product development in the U.S. typically
involves the performance of satisfactory nonclinical, also referred to as pre-clinical, laboratory and animal studies under the FDA's
Good Laboratory Practice, or GLP, regulation, the development and demonstration of manufacturing processes, which conform to FDA mandated
current good manufacturing requirements, or cGMPs, including a quality system regulating manufacturing, the submission and acceptance
of an IND application, which must become effective before human clinical trials may begin in the U.S., obtaining the approval of Institutional
Review Boards, or IRBs, at each site where we plan to conduct a clinical trial to protect the welfare and rights of human subjects in
clinical trials, adequate and well-controlled clinical trials to establish the safety and effectiveness of the drug for each indication
for which FDA approval is sought, and the submission to the FDA for review and approval of an NDA. Satisfaction of FDA requirements typically
takes many years and the actual time required may vary substantially based upon the type, complexity, and novelty of the product or disease.

 Pre-clinical tests generally include laboratory
evaluation of a product candidate, its chemistry, formulation, stability and toxicity, as well as certain animal studies to assess its
potential safety and efficacy. Results of these pre-clinical tests, together with chemistry, manufacturing controls and analytical data
and the clinical trial protocol, which details the objectives of the trial, the parameters to be used in monitoring safety, and the effectiveness
criteria to be evaluated, along with other requirements must be submitted to the FDA as part of an IND, which must become effective before
human clinical trials can begin. The entire clinical trial and its protocol must be in compliance with what are referred to as good clinical
practice, or GCP, requirements. The term, GCP, is used to refer to various FDA laws and regulations, as well as international scientific
standards intended to protect the rights, health and safety of patients, define the roles of clinical trial sponsors and assure the integrity
of clinical trial data.

 An IND automatically becomes effective 30 days
after receipt by the FDA, unless the FDA, within the 30-day time period, raises concerns or questions about the intended conduct of the
trials and imposes what is referred to as a clinical hold. Pre-clinical studies generally take several years to complete, and there is
no guarantee that an IND based on those studies will become effective, allowing clinical testing to begin. In addition to FDA review of
an IND, each medical site that desires to participate in a proposed clinical trial must have the protocol reviewed and approved by an
independent IRB or Ethics Committee, or EC. The IRB considers, among other things, ethical factors, and the selection and safety of human
subjects. Clinical trials must be conducted in accordance with the FDA's GCP requirements. The FDA and/or IRB may order the temporary,
or permanent, discontinuation of a clinical trial or that a specific clinical trial site be halted at any time, or impose other sanctions
for failure to comply with requirements under the appropriate entity jurisdiction.

 Clinical trials to support NDAs for marketing
approval are typically conducted in three sequential phases, but the phases may overlap.

 In Phase I clinical trials, a product candidate
is typically introduced either into healthy human subjects or patients with the medical condition for which the new drug is intended to
be used. The main purpose of the trial is to assess a product candidate's safety and the ability of the human body to tolerate the
product candidate. Phase I clinical trials generally include less than 50 subjects or patients.

 During Phase 2 trials, a product candidate is
studied in an exploratory trial or trials in a limited number of patients with the disease or medical condition for which it is intended
to be used in order to: (i) further identify any possible adverse side effects and safety risks, (ii) assess the preliminary or potential
efficacy of the product candidate for specific target diseases or medical conditions, and (iii) assess dosage tolerance and determine
the optimal dose for Phase III trials.

 Phase III trials are generally undertaken to demonstrate
clinical efficacy and to further test for safety in an expanded patient population with the goal of evaluating the overall risk-benefit
relationship of the product candidate. Phase III trials are generally designed to reach a specific goal or endpoint, the achievement of
which is intended to demonstrate the candidate product's clinical efficacy and adequate information for labeling of the approved
drug.

 The FDA has 60 days from its receipt of an NDA
to determine whether the application will be accepted for filing based on the FDA's threshold determination that it is sufficiently
complete to permit substantive review. Once the submission is accepted for filing, the FDA begins an in-depth review. The FDA has agreed
to certain performance goals in the review of NDAs. Most applications for standard review drug products are reviewed within ten months;
most applications for priority review drugs are reviewed within six months. Priority review can be applied to drugs that the FDA determines
offer major advances in treatment, or provide a treatment where no adequate therapy exists. The review process for both standard and priority
review may be extended by the FDA for three additional months to consider certain late-submitted information, or information intended
to clarify information already provided in the submission. The FDA may also refer applications for novel drug products, or drug products
which present difficult questions of safety or efficacy, to an advisory committee — typically a panel that includes clinicians
and other experts — for review, evaluation, and a recommendation as to whether the application should be approved. The
FDA is not bound by the recommendation of an advisory committee, but it generally follows such recommendations. Before approving an NDA,
the FDA will typically inspect one or more clinical sites to assure compliance with GCP. Additionally, the FDA will inspect the facility
or the facilities at which the drug is manufactured. The FDA will not approve the product unless compliance with cGMPs is satisfactory
and the NDA contains data that provide substantial evidence that the drug is safe and effective in the indication studied.

 After the FDA evaluates the NDA and the manufacturing
facilities, it issues either an approval letter or a complete response letter. A complete response letter generally outlines the deficiencies
in the submission and may require substantial additional testing or information in order for the FDA to reconsider the application. If
and when those deficiencies have been addressed to the FDA's satisfaction in a resubmission of the NDA, the FDA will issue an approval
letter. The FDA has committed to reviewing such resubmissions in two or six months depending on the type of information included. An approval
letter authorizes commercial marketing of the drug with specific prescribing information for specific indications. As a condition of NDA
approval, the FDA may require a risk evaluation and mitigation strategy, or REMS, to help ensure that the benefits of the drug outweigh
the potential risks.

 REMS can include medication guides, communication
plans for healthcare professionals, and elements to assure safe use, or ETASU. ETASU can include, but are not limited to, special training
or certification for prescribing or dispensing, dispensing only under certain circumstances, special monitoring, and the use of patient
registries. The requirement for a REMS can materially affect the potential market and profitability of the drug. Moreover, product approval
may require substantial post-approval testing and surveillance to monitor the drug's safety or efficacy. Once granted, product approvals
may be withdrawn if compliance with regulatory standards is not maintained or problems are identified following initial marketing.

 Post-Approval Regulations

 Even if a product candidate receives regulatory
approval, the approval is typically limited to specific clinical indications. Further, even after regulatory approval is obtained, subsequent
discovery of previously unknown problems with a product may result in restrictions on its use or even complete withdrawal of the product
from the market. Any FDA-approved products manufactured or distributed by us are subject to continuing regulation by the FDA, including
record-keeping requirements and reporting of adverse events or experiences. Further, drug manufacturers and their subcontractors are required
to register their establishments with the FDA and state agencies, and are subject to periodic inspections by the FDA and state agencies
for compliance with cGMPs, which impose rigorous procedural and documentation requirements upon us and our contract manufacturers. ABVC
cannot be certain that ABVC or its present or future contract manufacturers or suppliers will be able to comply with cGMPs regulations
and other FDA regulatory requirements. Failure to comply with these requirements may result in, among other things, total or partial suspension
of production activities, failure of the FDA to grant approval for marketing, and withdrawal, suspension, or revocation of marketing approvals.

 If the FDA approves one or more of our product
candidates, ABVC must provide certain updated safety and efficacy information. Product changes, as well as certain changes in the manufacturing
process or facilities where the manufacturing occurs or other post-approval changes may necessitate additional FDA review and approval.
The labeling, advertising, promotion, marketing and distribution of a drug must be in compliance with FDA and Federal Trade Commission,
or FTC, requirements which include, among others, standards and regulations for direct-to-consumer advertising, off-label promotion, industry
sponsored scientific and educational activities, and promotional activities involving the Internet. The FDA and FTC have very broad enforcement
authority, and failure to abide by these regulations can result in penalties, including the issuance of a warning letter directing us
to correct deviations from regulatory standards and enforcement actions that can include seizures, fines, injunctions and criminal prosecution.

 Foreign Regulatory Approval

 Outside of the U.S., ABVC's ability to market
our product candidates will be contingent also upon its receiving marketing authorizations from the appropriate foreign regulatory authorities,
whether or not FDA approval has been obtained. The foreign regulatory approval process in most industrialized countries generally encompasses
risks similar to those ABVC will encounter in the FDA approval process. The requirements governing conduct of clinical trials and marketing
authorizations, and the time required to obtain requisite approvals, may vary widely from country to country and differ from those required
for FDA approval.

 ABVC will be subject to additional regulations
in other countries in which we market, sell and import our products, including Canada. ABVC or its distributors must receive all necessary
approvals or clearance prior to marketing and/or importing our products in those markets.

 Other Regulatory Matters

 Manufacturing, sales, promotion and other activities
following product approval are also subject to regulation by numerous regulatory authorities in addition to the FDA, including, in the
U.S., the Centers for Medicare & Medicaid Services, other divisions of the Department of Health and Human Services, the Drug Enforcement
Administration, the Consumer Product Safety Commission, the Federal Trade Commission, the Occupational Safety &Health Administration,
the Environmental Protection Agency and state and local governments. In the U.S., sales, marketing and scientific/educational programs
must also comply with state and federal fraud and abuse laws. Pricing and rebate programs must comply with the Medicaid rebate requirements
of the U.S. Omnibus Budget Reconciliation Act of 1990 and more recent requirements in the Health Care Reform Law, as amended by the Health
Care and Education Affordability Reconciliation Act, or ACA. If products are made available to authorized users of the Federal Supply
Schedule of the General Services Administration, additional laws and requirements apply. The handling of any controlled substances must
comply with the U.S. Controlled Substances Act and Controlled Substances Import and Export Act. Products must meet applicable child-resistant
packaging requirements under the U.S. Poison Prevention Packaging Act. Manufacturing, sales, promotion and other activities are also potentially
subject to federal and state consumer protection and unfair competition laws.

 The distribution of pharmaceutical products is
subject to additional requirements and regulations, including extensive recordkeeping, licensing, storage and security requirements intended
to prevent the unauthorized sale of pharmaceutical products.

 The failure to comply with regulatory requirements
subjects firms to possible legal or regulatory action. Depending on the circumstances, failure to meet applicable regulatory requirements
can result in criminal prosecution, fines, imprisonment or other penalties, injunctions, recall or seizure of products, total or partial
suspension of production, denial or withdrawal of product approvals, or refusal to allow a firm to enter into supply contracts, including
government contracts. In addition, even if a firm complies with FDA and other requirements, new information regarding the safety or effectiveness
of a product could lead the FDA to modify or withdraw product approval. Prohibitions or restrictions on sales or withdrawal of future
products marketed by us could materially affect our business in an adverse way.

 Changes in regulations, statutes or the interpretation
of existing regulations could impact our business in the future by requiring, for example: (i) changes to our manufacturing arrangements;
(ii) additions or modifications to product labeling; (iii) the recall or discontinuation of our products; or (iv) additional record-keeping
requirements. If any such changes were to be imposed, they could adversely affect the operation of our business.

 Employees

 As of December 31, 2024, we, including the subsidiaries,
have 19 employees, 16 of which are full-time, located in the U.S. and Taiwan.

 ITEM 1A. RISK FACTORS

 Investing in our securities includes a high
degree of risk. Prior to making a decision about investing in our securities, you should consider carefully the specific factors discussed
below, together with all of the other information contained in this report. If any of the following risks actually occurs, our business,
financial condition, results of operations and future prospects would likely be materially and adversely affected. This could cause the
market price of our Common Stock to decline and could cause you to lose all or part of your investment.

 Risks Related to the Company's Business

 Unfavorable global economic conditions,
including as a result of health and safety concerns, could adversely affect our business, financial condition or results of operations.

 Our results of operations could be adversely affected
by general conditions in the global economy, including conditions that are outside of our control, such as the impact of health and safety
concerns from the current outbreak of the COVID-19 coronavirus ("COVID-19"). The spread of the COVID-19, which was declared
a pandemic by the World Health Organization in March 2020, has caused different countries and cities to mandate curfews, including "shelter-in-place"
and closures of most non-essential businesses as well as other measures to mitigate the spread of the virus.

 The negative impact of COVID-19 on our operations
is ongoing and the extent of which remains uncertain and potentially wide-spread, including:

 our ability to successfully execute our long-term growth strategy during these uncertain times;

 our ability to recruit the necessary number of patients to complete future clinical trials;

 supply chain disruptions in projects ABV-1504, ABV-1505 and ABV-1601, resulting from reduced workforces, scarcity of raw materials, and scrutiny or embargoing of goods produced in infected areas;

 our ability to perform on-site due-diligence for project ABV-1505 (MDD Phase II completed new drug candidate) and ABV-1701 (Vitargus FIH completed medical device) with our potential partners/collaborators in US, Mainland China, and Japan;

 our ability to access capital sources, as well as the ability of our key customers, suppliers, and vendors to do the same in regard to their own obligations; and

 diversion of management and employee attention and resources from key business activities and risk management outside of COVID-19 response efforts, including maintenance of internal controls.

 The COVID-19 pandemic remains highly volatile
and continues to evolve on a daily basis and therefore, despite our efforts and developments to combat the virus, there can be no assurance
that these measures will prove successful. The extent to which COVID-19 continues to impact the Company's business, sales, and results
of operations will depend on future developments, which are highly uncertain and cannot be predicted.

 The Company is a development stage biopharmaceutical
company and is thus subject to the risks associated with new businesses in that industry.

 The Company acquired the sole licensing rights
to develop and commercialize for therapeutic purposes six compounds from BioLite and the right to co-develop with BioFirst a medical device
(collectively the "ABVC Pipeline Products"). As such, the Company is a clinical stage biopharmaceutical company with operations
that generate unsubstantial revenues. The Company is establishing and implementing many important functions necessary to operate a business,
including the clinical research and development of the ABVC Pipeline Products, further establishment of the Company's managerial
and administrative structure, accounting systems and internal financial controls

 BioLite and BioKey are expected to continue to
have limited revenue and remain unprofitable for an indefinite period of time.

 Accordingly, you should consider the Company's
prospects in light of the risks and uncertainties that a pharmaceutical company with a limited operating history and revenue faces. In
particular, potential investors should consider that there are significant risks that the Company will not be able to:

 implement or execute its current business plan, or generate profits;

 attract and maintain a skillful management team;

 raise sufficient funds in the capital markets or otherwise to effectuate its business plan;

 determine that the processes and technologies that it has developed are commercially viable; and/or

 enter into contracts with commercial partners, such as licensors and suppliers.

 If any of the above risks occurs, the Company's
business may fail, in which case you may lose the entire amount of your investment in the Company. The Company cannot assure that any
of its efforts in business operations will be successful or result in the timely development of new products, or ultimately produce any
material revenue and profits.

 As a pre-profit biopharmaceutical company, the
Company needs to transition from a company with a research and development focus to a company capable of supporting commercial activities.
The Company may not be able to reach such transition point or make such a transition, which would have affect our business, financial
condition, results of operations and prospects.

 If the Company fails to raise additional
capital, its ability to implement its business model and strategy could be compromised.

 The Company has limited capital resources and
operations. The CDMO services provided by BioKey generates a limited amount of revenue that can only partially support the operations
of the Company. To date, the Company's operations have been funded partially from the proceeds from financings or loans from
its shareholders. From time to time, we may seek additional financing to provide the capital required to expand research and development
("R&D") initiatives and/or working capital, as well as to repay outstanding loans if cash flow from operations is insufficient
to do so. We cannot predict with certainty the timing or amount of any such capital requirements.

 If the Company does not raise sufficient capital
to fund its ongoing development activities, it is likely that it will be unable to carry out its business plans, including R&D development
and expansion of production facilities. Currently, the Company has had to put several projects on hold due to a lack of funding. Even
if the Company obtains financing for near term operations and product development, the Company may require additional capital beyond the
near term. Furthermore, additional capital may not be available in sufficient amounts or on reasonable terms, if at all, and our ability
to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to
and volatility in the credit and financial markets in the United States and worldwide resulting from the ongoing COVID-19 pandemic. If
the Company is unable to raise capital when needed, its business, financial condition and results of operations would be materially adversely
affected, and it could be forced to reduce or discontinue our operations.

 The Company has no history in obtaining
regulatory approval for, or commercializing, any new drug candidate.

 With limited operating history, the Company has
never obtained regulatory approval for, or commercialized, any new drug candidate. It is possible that the FDA may refuse to
accept our planned New Drug Application (or "NDA") for any of the six drug products for substantive review or may conclude
after review of our data that our application is insufficient to obtain regulatory approval of the new drug candidates or the medical
device. Although our CDMO strategic business department has experience in obtaining abbreviated new drug application (or "ANDA")
approvals, the processes and timelines of obtaining an NDA approval and ANDA approval can differentiate substantially. If the FDA does
not accept or approve our planned NDA for our product candidates, it may require that we conduct additional clinical, preclinical or manufacturing
validation studies, which may be costly. Depending on the FDA required studies, approval of any NDA or application that we submit may
be significantly delayed, possibly for several years, or may require us to expend more resources than we have. Any delay in obtaining,
or inability to obtain, regulatory approvals of any of our drug candidate will prevent us from sublicensing such product. It is also possible
that additional studies, if performed and completed, may not be considered sufficient by the FDA. If any of these outcomes occurs, we
may be forced to abandon our planned NDA for such drug candidate, which materially adversely affects our business and could potentially
cause us to cease operations. We face similar regulatory risks in a foreign jurisdiction.

 Our growth is dependent on our ability to
successfully develop, acquire or license new drugs.

 Our growth is supported by continuous investment
in time, resources and capital to identify and develop new products or new formulations for the market and market penetration. If we are
unable to either develop new products on our own or acquire licenses for new products from other parties, our ability to grow revenues
and market share will be adversely affected. In addition, we may not be able to recover our investment in the development of new
drugs and medical devices, given that projects may be interrupted, unsuccessful, not as profitable as initially contemplated or we may
not be able to obtain necessary financing for such development. Similarly, there is no assurance that we can successfully secure such
rights from third parties on an economically feasible basis.

 Our current products have certain side effects.
If the side effects associated with our current or future products are not identified prior to their marketing and sale, we may be required
to withdraw such products from the market, perform lengthy additional clinical trials or change the labeling of our products, any of which
could adversely impact our growth.

 The Company researches and develops the following
seven drug products and one medical device: ABV-1501, ABV-1504, ABV-1505, ABV-1519, ABV-1702, ABV-1601 and ABV-1703. Each of these seven
products may cause serious adverse effects to their users. For example, the API of ABV-1501, ABV-1702 and ABV-1703 is Maitake mushroom
extract. Side effects, or adverse events, associated with Maitake mushroom extract include blood bilirubin increase, lymphocyte count
decrease, neutrophil count decrease, platelet count decrease, white blood cell decrease, headache, and hyperglycemia. Serious adverse
events (collectively, the "SAE") associated with this compound include leukocytosis, platelet count decrease, eye disorders,
abdominal pain, gastrointestinal disorders, aphonia, lung infection, muscle weakness right-sided, confusion, edema cerebral, stroke, dyspnea,
wheezing, and pruritus.

 ABV-1504 and ABV-1505 have the same API, "Radix
Polygala", which is known as Polygala tenuifolia Willd or PDC-1421 Capsule ("Polygala tenuifolia Willd"). Side effects,
or adverse events, associated with ABV-1504 and ABV-1505, coming from administration of the trial medicine or examination procedure such
as the procedure of taking blood (fainting, pain and/or bruising), may lead to gastrointestinal disorders (abdominal fullness and constipation),
nervous system disorders (drowsiness, sleepiness, and oral ulcer). In addition, long-term use may cause miscarriages.

 The safety and preliminary efficacy findings from
this study, combined with the unique properties of ABV-1701, are supportive of further investigation for its use following vitrectomy
surgery in patients requiring vitreous replacement. However, new serious side effects of ABV-1701 may be uncovered as the clinical trials
continue.

 The occurrence of any of those adverse events
would harm our future sales of these medicines and substantially increase the costs and expenses of marketing these medicines, which in
turn could cause our revenues and net income to decline. In addition, the reputation and sales of our future medicines could be adversely
affected due to the severe side effects discovered.

 We may be subject to product liability claims
in the future, which could divert our resources, cause us to incur substantial liabilities and limit commercialization of any products
that we may develop.

 We face an inherent business risk of exposure
to product liability claims in the event that the uses of our products are alleged to have caused adverse side effects. Side effects
or marketing or manufacturing problems pertaining to any of our products could result in product liability claims or adverse publicity. These
risks will exist for those products in clinical development and with respect to those products that receive regulatory approval for commercial
sale. Furthermore, although we have not historically experienced any problems associated with claims by users of our products, we
do not currently maintain product liability insurance and there could be no assurance that we are able to acquire product liability
insurance with terms that are commercially feasible.

 We face an inherent risk of product liability
claims as a result of the clinical testing of our products and potentially commercially selling any products that we may develop. For
example, we may be sued if any product we develop allegedly causes injury or is found to be otherwise unsuitable during clinical testing,
manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing, defects in design,
a failure to warn of dangers inherent in the product, negligence, strict liability or a breach of warranties. Claims could also be asserted
under state consumer protection acts. If we cannot successfully defend ourselves against product liability claims, we may incur substantial
liabilities or be required to limit commercialization of our product candidate. Regardless of the merits or eventual outcome, liability
claims may result in:

 decreased demand for our product candidates or products that we may develop;

 injury to our reputation and significant negative media attention;

 withdrawal of clinical trial participants;

 significant costs to defend resulting litigation;

 substantial monetary awards to trial participants or patients;

 loss of revenue;

 reduced resources of our management to pursue our business strategy; and

 the inability to commercialize any products that we may develop.

 We currently have insurance policies to cover
liabilities under the clinic trials but do not maintain general liability insurance; and even if we have a general liability insurance
in the future, this insurance may not fully cover potential liabilities that we may incur. The cost of any product liability litigation
or other proceeding, even if resolved in our favor, could be substantial. We would need to increase our insurance coverage if and when
we begin selling any product candidate that receives marketing approval. In addition, insurance coverage is becoming increasingly expensive.
If we are unable to obtain or maintain sufficient insurance coverage at an acceptable cost or to otherwise protect against potential product
liability claims, it could prevent or inhibit the development and commercial production and sale of our product candidate, which could
adversely affect our business, financial condition, results of operations and prospects.

 We have conducted, and may in the future
conduct, clinical trials for certain of our product candidates at sites outside the United States, and the FDA may not accept data from
trials conducted in such locations.

 We have conducted and may in the future choose
to conduct one or more of our clinical trials outside the United States. Although the FDA may accept data from clinical trials conducted
outside the United States, acceptance of this data is subject to certain conditions imposed by the FDA. For example, the clinical trial
must be well designed and conducted and performed by qualified investigators in accordance with ethical principles. The trial population
must also adequately represent the U.S. population, and the data must be applicable to the U.S. population and U.S. medical practice in
ways that the FDA deems clinically meaningful. In addition, while these clinical trials are subject to the applicable local laws, FDA
acceptance of the data will be dependent upon its determination that the trials also complied with all applicable U.S. laws and regulations.
There can be no assurance that the FDA will accept data from trials conducted outside of the United States. If the FDA does not accept
the data from any of our clinical trials that we determine to conduct outside the United States, it would likely result in the need for
additional trials, which would be costly and time-consuming and delay or permanently halt our development of the product candidate.

 In addition, the conduct of clinical trials outside
the United States could have a significant impact on us. Risks inherent in conducting international clinical trials include:

 foreign regulatory requirements that could restrict or limit our ability to conduct our clinical trials;

 administrative burdens of conducting clinical trials under multiple foreign regulatory schema;

 foreign exchange fluctuations; and

 diminished protection of intellectual property in some countries.

 If clinical trials of our product candidates
fail to demonstrate safety and efficacy to the satisfaction of the FDA and comparable non-U.S. regulators, we may incur additional costs
or experience delays in completing, or ultimately be unable to complete the development and commercialization of our product candidates.

 We are not permitted to commercialize, market,
promote or sell any product candidate in the United States without obtaining marketing approval from the FDA. Comparable non-U.S. regulatory
authorities impose similar restrictions. We may never receive such approvals. We must complete extensive preclinical development and clinical
trials to demonstrate the safety and efficacy of our product candidate in humans before we will be able to obtain these approvals.

 Clinical testing is expensive, difficult to design
and implement, can take many years to complete and is inherently uncertain as to outcome. Any inability to successfully complete preclinical
and clinical development could result in additional costs to us and impair our ability to generate revenues from product sales, regulatory
and commercialization milestones and royalties. In addition, if (1) we are required to conduct additional clinical trials or other testing
of our product candidate beyond the trials and testing that we contemplate, (2) we are unable to successfully complete clinical trials
of our product candidate or other testing, (3) the results of these trials or tests are unfavorable, uncertain or are only modestly favorable,
or (4) there are unacceptable safety concerns associated with our product candidate, we, in addition to incurring additional costs, may:

 be delayed in obtaining marketing approval for our product candidates;

 not obtain marketing approval at all;

 obtain approval for indications or patient populations that are not as broad as we intended or desired;

 obtain approval with labeling that includes significant use or distribution restrictions or significant safety warnings, including boxed warnings;

 be subject to additional post-marketing testing or other requirements; or

 be required to remove the product from the market after obtaining marketing approval.

 Even if any of our product candidates receives
marketing approval, it may fail to achieve the degree of market acceptance by physicians, patients, third party payors and others in the
medical community necessary for commercial success and the market opportunity for the product candidate may be smaller than we estimate.

 We have never completed a new drug or new medical
device FDA application process from Phase I to FDA approval and commercialization. Even if our products are approved by the appropriate
regulatory authorities for marketing and sale, they may nonetheless fail to gain sufficient market acceptance by physicians, patients,
third party payors and others in the medical community. For example, physicians are often reluctant to switch their patients from existing
therapies even when new and potentially more effective or convenient treatments enter the market. Further, patients often acclimate to
the therapy that they are currently taking and do not want to switch unless their physicians recommend switching products or they are
required to switch therapies due to lack of reimbursement for existing therapies.

 The potential market opportunities for our products
are difficult to estimate precisely. Our estimates of the potential market opportunities are predicated on many assumptions, including
industry knowledge and publications, third party research reports and other surveys. While we believe that our internal assumptions are
reasonable, these assumptions involve the exercise of significant judgment on the part of our management, are inherently uncertain and
the reasonableness of these assumptions has not been assessed by an independent source. If any of the assumptions proves to be inaccurate,
the actual markets for our products could be smaller than our estimates of the potential market opportunities.

 We may seek to enter into collaborations
with third parties for the development and commercialization of our product candidates. If we fail to enter into such collaborations,
or such collaborations are not successful, we may not be able to capitalize on the market potential of our product candidates.

 We may seek third-party collaborators for development
and commercialization of our products. Our likely collaborators for any marketing, distribution, development, licensing or broader collaboration
arrangements include large and mid-size pharmaceutical companies, regional and national pharmaceutical companies, non-profit organizations,
government agencies, and biotechnology companies. Our ability to generate revenues from these arrangements will depend on our collaborators' abilities
to successfully perform the functions assigned to them in these arrangements.

 Collaborations involving our products will pose
the following risks to us:

 collaborators may have significant discretion in determining the efforts and resources that they will apply to these collaborations;

 collaborators may not pursue development and commercialization of our product candidate or may elect not to continue or renew development or commercialization programs based on preclinical or clinical trial results, changes in the collaborators' strategic focus or available funding, or external factors such as an acquisition that diverts resources or creates competing priorities;

 collaborators may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial or abandon a product candidate, repeat or conduct new clinical trials or require a new formulation of a product candidate for clinical testing;

 collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with our product candidate if the collaborators believe that competitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive than ours;

 collaborators with marketing and distribution rights to one or more products may not commit sufficient resources to the marketing and distribution of such product or products;

 collaborators may not properly maintain or defend our intellectual property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to potential litigation;

 collaborators may infringe the intellectual property rights of third parties, which may expose us to litigation and potential liability;

 disputes may arise between the collaborators and us that result in the delay or termination of the research, development or commercialization of our product candidate or that result in costly litigation or arbitration that diverts management attention and resources; and

 collaborations may be terminated and, if terminated, may result in a need for additional capital to pursue further development or commercialization of the applicable product candidates.

 Collaborative agreements may not lead to development
or commercialization of our product candidate in the most efficient manner or at all. If a collaborator of ours were to be involved in
a business combination, the continued pursuit and emphasis on our product development or commercialization program could be delayed, diminished
or terminated.

 ABVC, through BioLite, may not be able to
receive the full amounts available under the collaboration agreement by and between BioLite, Inc. and BioHopeKing, which could increase
its burden to seek additional capital to fund the business operations.

 In February and December 2015, BioLite, Inc.,
a subsidiary of BioLite, entered into a total of three collaboration agreements with BioHopeKing to jointly develop ABV-1501 for TNBC
(or BLI-1401-2 as used by BioLite internally) and ABV-1504 for MDD (or BLI-1005 as used by BioLite internally) in most Asian countries
and BLI-1006, which has been later replaced with BLI-1008 for ADHD in Asia, excluding Japan. ABVC and BioLite are co-developing ABV-1501
for TNBC and ABV-1504 for MDD pursuant to the Collaboration Agreement and its Addendum entered by and between BriVision and BioLite Taiwan
where ABVC and BriVision are responsible for the clinical trials of such two new drug candidates. In accordance with the terms of the
BioHopeKing Collaboration Agreement for ABV-1501 or BLI-1401-2 and the Addendum thereto, BioLite shall receive payments of a total of
$10 million in cash and equity of BioHopeKing or equity securities owned by it at various stages on a schedule dictated by BioLite's
achievements of certain milestones and twelve per cent (12%) of net sales of the drug products when ABV-1501 or BLI-1401-2 is approved
for sale in the licensed territories. If BioLite fails to reach any of the milestones in a timely manner, it may not receive the rest
of the payments from BioHopeKing. As a result of BioLite's potential inability to receive the full payments under those collaboration
agreements with BioHopeKing, ABVC may have to seek other sources of financing to fund its operation activities.

 ABVC and its Subsidiaries may not be successful
in establishing and maintaining additional strategic partnerships, which could adversely affect ABVC's ability to develop and commercialize
products, negatively impacting its operating results.

 In addition to ABVC's current collaboration
with BioHopeKing for selected Asian markets, a part of its strategy is to evaluate and, as deemed appropriate, enter into additional partnerships
in the future with major biotechnology or pharmaceutical companies. ABVC's products may prove to be difficult to effectively license
out as planned. Various regulatory, commercial and manufacturing factors may impact ABVC's ability to seek co-developers of or grow
revenues from licensing out any of the seven products in the pipeline, none of which has been fully licensed out. Specifically, ABVC may
encounter difficulty by virtue of:

 its inability to effectively identify and align with commercial partners in the U.S. to collaborate the development of ABV-1504 for the treatment of Major Depressive Disorder, ABV-1505 to treat Attention-Deficit Hyperactivity Disease, ABV-1501 for the treatment of Triple Negative Breast Cancer, ABV-1519 to treat of Non-Small Cell Lung Cancer, ABV-1703 to the treatment of Pancreatic Cancer, ABV-1601 to treat Depression in Cancer Patients and ABV-1702 to treat Myelodysplastic syndromes and ABV-1701 Vitargus for the treatments of Retinal Detachment or Vitreous Hemorrhage;

 its inability to secure appropriate contract research organizations ("CRO"s) to conduct data analysis, lab research and FDA communication; and

 its inability to effectively continue clinical studies on and secure positive research results of all of our investigational new drugs to attract additional commercial collaborators outside the U.S.

 ABVC faces significant competition in seeking
appropriate partners for its therapeutic candidates, and the negotiation process is time-consuming and complex. In order for ABVC to successfully
partner its autoimmune, CNS and hematology therapeutic candidates, as well as Vitargus, its medical device, potential partners must view
these medicinal candidates as economically valuable in markets they determine to be attractive in light of the terms that ABVC is seeking
and compared to other available products for licensing by other companies. Even if ABVC is successful in its efforts to establish new
strategic partnerships, the terms that ABVC agrees upon may not be favorable, and it may not be able to maintain such strategic partnerships
if, for example, development or approval of an autoimmune therapeutic is delayed or sales of an approved product are disappointing. Any
delay in entering into new strategic partnership agreements related to any of ABVC's therapeutic candidates could delay the development
and commercialization of such candidates and reduce its competitiveness even if it reaches the market.

 If ABVC fails to establish and maintain additional
strategic partnerships or collaboration related to its therapeutic candidates that have not been fully licensed, it will bear all of the
risk and costs related to the development of any such drug candidate, and it may need to seek additional financing, hire additional employees
and otherwise develop expertise for which it has not budgeted. This could negatively affect the development of any incompletely partnered
new drug candidates.

 ABVC's licensors may choose to terminate
any of the license agreements with ABVC. As a result, ABVC's research and development of new drug candidates that contain the underlying
API may be terminated abruptly.

 If ABVC's Subsidiary BioLite materially
breaches any license agreements it has with Yukiguni Maitake Co. ("Yukiguni"), Medical and Pharmaceutical Industry Technology
and Development Center ("MPITDC") or Industrial Technology Research Institute ("ITRI"), or any of such license
agreement terminates unexpectedly, BioLite may not be able to continue its research and development of the new drug candidate which contains
the underlying API whose license has been terminated. Pursuant to the Yukiguni License Agreement, if BioLite fails to meet the milestone
sales requirement or submit certain applications to the appropriate health authorities on a schedule prescribed therein, Yukiguni shall
have the right to terminate the Yukiguni License Agreement. If the Yukiguni License Agreement is terminated involuntarily, BioLite will
be forced to discontinue its new drug development of ABV-1703, ABV-1502 and ABV-1501 and terminate the collaboration agreements relating
to the three new drug candidates. The termination of the right to use the underlying API will materially disrupt the operations of ABVC.
Pursuant to the license agreement between BioLite Taiwan and ITRI, if BioLite Taiwan fails to complete the research submission milestones
according to the schedule set forth therein without reasons or with reasons unstatisfied with ITRI, ITRI shall have the right to terminate
the license agreement with BioLite Taiwan without refund to BioLite Taiwan. BioLite Taiwan and BioLite have submitted the IND for PDC-1421
and subsequently conducted Phase II clinical trials of two drug candidiates developed from PDC-1421 according to the schedule listed in
the license agreement between BioLite Taiwan and MPITDC.

 ABVC's Subsidiary BioLite depends
on one supplier for the API of ABV-1703, ABV-1519, ABV-1502 and ABV-1501 and any failure of such supplier to deliver sufficient quantities
of the API that meets its quality standard could have a material adverse effect on its research of these four drug candidates.

 Currently BioLite relies primarily on Yukiguni,
a Japanese supplier, to provide Yukiguni Maitake Extract 404, the API which is contained in ABV-1703, ABV-1519, ABV-1502 and ABV-1501,
four of the seven drug candidates in BioLite's oncology/hematology portfolio. It has entered into the Yukiguni License Agreement,
among other things, for the delivery of Yukiguni Maitake Extract 404. BioLite agrees to fulfill its demand of the Yukiguni Maitake Extract
404 by purchasing first from Yukiguni respecting the therapeutic products and Yukiguni represents that it will provide sufficient quantities
of such API that meets cGMP standards. If the supplies of Yukiguni Maitake Extract 404 were interrupted for any reason, BioLite's
research and development activities of these four drug candidates could be delayed. These delays could be extensive and expensive, especially
in situations where a substitution is not readily available.

 BioLite is currently negotiating with another
supplier of Yukiguni Maitake Extract 404 that is located in Canada. However, there can be no assurance that the negotiation will be successful.
Failure to obtain adequate supplies of high quality Yukiguni Maitake Extract 404 in a timely manner could have a disruptive effect on
ABVC and BioLite's research and development activities of ABV-1703, ABV-1519, ABV-1502 and ABV-1501, resulting in a material adverse
effect on the Company's business, financial condition and results of operations.

 ABVC may use hazardous chemicals and biological
materials in its business. Any claims relating to improper handling, storage or disposal of these materials could be time consuming and
costly.

 ABVC's research and development may involve
the controlled use of hazardous materials, including chemicals and biological materials. ABVC cannot eliminate the risk of accidental
contamination or discharge and any resulting injury from these materials. ABVC may be sued for any injury or contamination that results
from its use or the use by third parties of these materials, and its liability may exceed any insurance coverage and its total assets.
Federal, state and local laws and regulations govern the use, manufacture, storage, handling and disposal of these hazardous materials
and specified waste products, as well as the discharge of pollutants into the environment and human health and safety matters. Although
ABVC makes its best efforts to comply with environmental laws and regulations despite the associated high costs and inconvenience, ABVC
cannot guarantee that it will not mishandle any hazardous materials in the future. If it fails to comply with these requirements or any
improper handling of hazardous materials occurs, it could incur substantial costs, including civil or criminal fines and penalties, clean-up
costs or capital expenditures for control equipment or operational changes necessary to achieve and maintain compliance. In addition,
ABVC cannot predict the impact on its business of new or amended environmental laws or regulations or any changes in the way existing
and future laws and regulations are interpreted and enforced.

 The facilities where the samples of drug
candidates are manufactured need to be maintained and monitored in compliance with the good manufacturing practice standards, the failure
of such maintenance could contaminate the results of our clinical trials and adversely affect our operations.

 ABVC's Subsidiary BioKey operates a laboratory
facility that is a certified good manufacturing practice facility ("cGMP") and some of its contract clinical trial service
providers use cGMP facilities to conduct clinical studies. ABVC cannot be certain that ABVC or its present or future contract manufacturers
or suppliers will be able to comply with cGMPs regulations and other FDA regulatory requirements. Failure to comply with these requirements
may result in, among other things, total or partial suspension of production activities, failure of the FDA to grant approval for marketing,
and withdrawal, suspension, or revocation of marketing approvals.

 Cybersecurity incidents and decentralization
of documents may hurt the company's business, damage its reputation, increase its costs, and cause losses.

 The company's information technology systems
could be subject to significant cyber security and privacy incidents, including, but not limited to, invasion, inducement (fraudulent
or otherwise) by third parties to obtain information from employees, customers, or suppliers; cyber-attacks; or cybersecurity breaches
caused by third parties as well as employees and others with authorized access. Also, resignation of employees could cost loss of documents
due to the decentralized storage system.

 Any such incident, whether successful or unsuccessful,
could result in, without limitation, disruption to the company's operations; loss or compromise of, or damage to, the company's
or any of its customers' or suppliers' data, confidential information; significant legal, regulatory, and financial exposure;
damage to the company's reputation; significant costs related to rebuilding internal systems, managing company brand and reputation,
litigation, damages, responding to regulatory inquiries, and taking other remedial steps; and a loss of confidence in the security of
the company's information technology systems. In each case, that could potentially have an adverse impact on the company's
business, including by impairing the company's ability to sell its products and services. Because the techniques used to cause these
incidents and gain unauthorized access to, disable, or sabotage the company's information technology systems and data stored on
those systems change frequently and often are not recognized until launched, the company may be unable to anticipate these techniques
or to implement adequate preventive or protective measures to guard against them. Further, third parties, such as hosted solution providers,
are a source of risk because they could be subject to the same or other similar types of incidents, for example in the event of a failure
of their own systems and infrastructure or if they experience their own privacy or security event, which could create risks similar to
those described above. These third parties could include organizations in the company's supply chain, which if subject to an incident,
could adversely impact the company's ability to deliver its goods and services.

 Risks Related to Intellectual Property

 Pharmaceutical patents and patent applications
involve highly complex legal and factual questions, which, if determined adversely to the Company, could negatively impact its respective
licensors' patent position and interrupt its research activities.

 The patent positions of pharmaceutical companies
and research institutions can be highly uncertain and involve complex legal and factual questions. The interpretation and breadth of claims
allowed in some patents covering pharmaceutical compositions may be uncertain and difficult to determine, and are often affected materially
by the facts and circumstances that pertain to the patented compositions and the related patent claims. The standards of the U.S. Patent
and Trademark Office, or USPTO, are sometimes uncertain and could change in the future. Consequently, the issuance and scope of patents
cannot be predicted with certainty. Patents, if issued, may be challenged, invalidated or circumvented. U.S. patents and patent applications
may also be subject to interference proceedings, and U.S. patents may be subject to re-examination proceedings, post-grant review and/or
inter parties review in the USPTO. Foreign patents may be subject to opposition or comparable proceedings in the corresponding foreign
patent office, which could result in either loss of the patent or denial of the patent application or loss or reduction in the scope of
one or more of the claims of the patent or patent application. In addition, such interference, re-examination, post-grant review, inter
parties review and opposition proceedings may be costly. Accordingly, rights under any issued patents may not provide the Company with
sufficient protection against competitive products or processes.

 In addition, changes in or different interpretations
of patent laws in the U.S. and foreign countries may permit others to use discoveries of the Company or to develop and commercialize their
new drug candidates without providing any compensation thereto, or may limit the number of patents or claims the Company can obtain. The
laws of some countries do not protect intellectual property rights to the same extent as U.S. laws and those countries may lack adequate
rules and procedures for defending the intellectual property rights of the Company.

 If the Company fails to obtain and maintain patent
protection and trade secret protection of its respective products, the Company could lose their competitive advantages and competition
it faces would increase, reducing any potential revenues and adversely affecting its ability to attain or maintain profitability.

 Developments in patent law could have a
negative impact on the Company's Licensors' patent positions and the Company's business.

 From time to time, the U.S. Supreme Court, other
federal courts, the U.S. Congress or the USPTO may change the standards of patentability and any such changes could have a negative impact
on the Company's business.

 In addition, the Leahy-Smith America Invents Act,
or the America Invents Act, which was signed into law in 2011, includes a number of significant changes to U.S. patent law. These changes
include a transition from a "first-to-invent" system to a "first-to-file" system, changes the way issued patents
are challenged, and changes the way patent applications are disputed during the examination process. These changes may favor larger and
more established companies that have greater resources to devote to patent application filing and prosecution. The USPTO has developed
regulations and procedures to govern the full implementation of the America Invents Act, and many of the substantive changes to patent
law associated with the America Invents Act, and, in particular, the first-to-file provisions, became effective on March 16, 2013. Substantive
changes to patent law associated with the America Invents Act may affect the Company, BioLite and BioKey's ability to obtain patents,
and if obtained, to enforce or defend them. Accordingly, it is not clear what, if any, impact the America Invents Act will ultimately
have on the cost of prosecuting the Company's patent applications, its ability to obtain patents based on its discoveries and its
ability to enforce or defend its patents.

 If the Company is unable to protect the
confidentiality of its trade secrets, its business and competitive position would be harmed, respectively.

 In addition to patent protection, because the
Company operates in the highly technical field of discovery and development of therapies, it relies in part on trade secret protection
in order to protect its proprietary technology and processes. However, trade secrets are difficult to protect. The Company has entered
into confidentiality and non-disclosure agreements with its employees, consultants, outside scientific and commercial collaborators, sponsored
researchers, and other advisors. These agreements generally require that the other party keep confidential and not disclose to third parties
any confidential information developed by the party or made known to the party by the Company during the course of the party's relationship
therewith. These agreements also generally provide that inventions conceived by the party in the course of rendering services to the Company
will be ABVC's exclusive property. However, these agreements may not be honored and may not effectively assign intellectual property
rights to the Company.

 In addition to contractual measures, the Company
tries to protect the confidential nature of its proprietary information using physical and technological security measures. Such measures
may not, for example, in the case of misappropriation of a trade secret by an employee or third party with authorized access, provide
adequate protection for the Company. The Company's security measures may not prevent an employee or consultant from misappropriating
its trade secrets and providing them to a competitor, and recourse it takes against such misconduct may not provide an adequate remedy
to protect the Company's interests fully. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can
be difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, courts outside the U.S. may be less willing
to protect trade secrets. Trade secrets may be independently developed by others in a manner that could prevent legal recourse by the
Company. If the Company's confidential or proprietary information, such as the trade secrets, were to be disclosed or misappropriated,
or if any such information was independently developed by a competitor, its competitive position could be harmed.

 Third parties may assert that the Company's
employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.

 The Company might employ individuals who were
previously employed at universities or other biopharmaceutical companies, including its competitors or potential competitors. Although
through certain non-disclosure covenants and employment agreements with its officers and employees, the Company tries to ensure that its
employees and consultants do not use the proprietary information or know-how of others in the work for the Company, the Company may be
subject to claims that it or its employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual
property, including trade secrets or other proprietary information, of a former employer or other third parties. Litigation may be necessary
to defend against these claims. If the Company fails in defending any such claims, in addition to paying monetary damages, the Company
may lose valuable intellectual property rights or personnel. Even if the Company is successful in defending against such claims, litigation
could result in substantial costs and be a distraction to the Company's management and other employees.

 ABVC's ability to compete may decline
if it does not adequately protect its proprietary rights or if it is barred by the intellectual property rights of others.

 ABVC's commercial success depends on obtaining
and maintaining proprietary rights to its drug candidates as well as successfully defending these rights against third-party challenges.
ABVC obtains its rights to use and research certain proprietary information to further develop the drug candidates primarily from three
institutions, MPITDC, ITRI and Yukiguni (collectively the "Licensors"). These three institutions own the intellectual property
rights in the products that have been licensed to us and may prosecute new patents of the drug candidates that are invented or discovered
within the licensed scope of use under the respective license agreements. ABVC will only be able to protect its new drug candidates from
unauthorized use by third parties to the extent that its valid and enforceable patents, or effectively protected trade secrets and know-how,
cover them.

 ABVC's ability to obtain new patent protection
for its new drug candidates is uncertain due to a number of factors, including that:

 ABVC may not have been the first to make the inventions covered by pending patent applications or issued patents;

 ABVC may not have been the first to file patent applications for its new drug candidates;

 others may independently develop identical, similar or alternative products or compositions and uses thereof;

 ABVC's disclosures in patent applications may not be sufficient to meet the statutory requirements for patentability;

 any or all of ABVC's pending patent applications may not result in issued patents;

 ABVC may not seek or obtain patent protection in countries that may eventually provide a significant business opportunity;

 any patents issued to ABVC may not provide a basis for commercially viable products, may not provide any competitive advantages, or may be successfully challenged by third parties;

 ABVC's methods may not be patentable;

 ABVC's licensors may successfully challenge that ABVC's new patent application fall outside the licensed use of the products; or

 others may design around ABVC's patent claims to produce competitive products which fall outside of the scope of its patents.

 Even if ABVC has or obtains new patents covering
its new drug candidates, ABVC may still be barred from making, using and selling them because of the patent rights of others. Others may
have filed, and in the future may file, patent applications covering products that are similar or identical to ABVC. There are many issued
U.S. and foreign patents relating to therapeutic products and some of these relate to ABVC's new drug candidates. These could materially
affect ABVC's ability to develop its drug candidates. Because patent applications can take many years to issue, there may be currently
pending applications unknown to ABVC that may later result in issued patents that its new drug candidates may infringe. These patent applications
may have priority over patent applications filed by ABVC.

 The Company and its respective licensors
may not be able to enforce their intellectual property rights throughout the world.

 The laws of some foreign countries do not protect
intellectual property rights to the same extent as the laws of the U.S. Many companies have encountered significant problems in protecting
and defending intellectual property rights in certain foreign jurisdictions. The legal systems of some countries, particularly developing
countries, do not favor the enforcement of patents and other intellectual property protection, especially those relating to pharmaceuticals
and medical devices. This could make it difficult for the Company and its respective licensors to stop the infringement of some of the
Licensors' patents, or the misappropriation of their other intellectual property rights. For example, many foreign countries have
compulsory licensing laws under which a patent owner must grant licenses to third parties. In addition, many countries limit the enforceability
of patents against third parties, including government agencies or government contractors. In these countries, patents may provide limited
or no benefit. Patent protection must ultimately be sought on a country-by-country basis, which is an expensive and time-consuming process
with uncertain outcomes. Accordingly, the Company and its licensors have chosen in the past and may choose in the future not to seek patent
protection in certain countries, and as a result the Company will not have the benefit of patent protection in such countries. Moreover,
the Company may choose in the future not to seek patent protection in certain countries, and as a result it will not have the benefit
of patent protection in such countries.

 Proceedings to enforce the Company's and
its licensors' patent rights in foreign jurisdictions could result in substantial costs and divert its efforts and attention from
other aspects of the businesses. Accordingly, the efforts to protect the Company's intellectual property rights in such countries
may be inadequate. In addition, changes in the law and legal decisions by courts in the U.S. and foreign countries may affect the Company's
ability to obtain adequate protection for its technology and the enforcement of intellectual property.

 Regulatory Risks Relating to Biopharmaceutical Business

 The Company is subject to various government regulations.

 The manufacture and sale of human therapeutic
and diagnostic products in the U.S. and foreign jurisdictions are governed by a variety of statutes and regulations. These laws require
approval of manufacturing facilities, controlled research and testing of products and government review and approval of a submission containing
manufacturing, preclinical and clinical data in order to obtain marketing approval based on establishing the safety and efficacy of the
product for each use sought, including adherence to current PIC/S Guide to Good Manufacturing Practice for Medicinal products during production
and storage, and control of marketing activities, including advertising and labeling.

 The products the Company is currently developing
will require significant development, preclinical and clinical testing and investment of substantial funds prior to its commercialization.
The process of obtaining required approvals can be costly and time-consuming, and there can be no assurance that future products will
be successfully developed and will prove to be safe and effective in clinical trials or receive applicable regulatory approvals. Markets
other than the U.S. have similar restrictions. Potential investors and shareholders should be aware of the risks, problems, delays, expenses
and difficulties which we may encounter in view of the extensive regulatory environment which controls our business.

 The Company cannot be certain that it will
be able to obtain regulatory approval for, or successfully commercialize, any of its current or future product candidates.

 The Company may not be able to develop any current
or future product candidates. The Company's new drug candidates will require substantial additional clinical development, testing,
and regulatory approval before the commencement of commercialization. The clinical trials of the Company's drug candidates are,
and the manufacturing and marketing of our new drug candidates will be subject to extensive and rigorous review and regulation by numerous
government authorities in the U.S. and in other countries where the Company intend to test and, if approved, market any new drug candidate.
Before obtaining regulatory approvals for the commercial sale of any product candidate, the Company must demonstrate through pre-clinical
testing and clinical trials that the product candidate is safe and effective for use in each target indication. This process can take
many years and may include post-marketing studies and surveillance, which will require the expenditure of substantial resources. Of the
large number of drugs in development in the U.S., only a small percentage successfully completes the FDA regulatory approval process and
is commercialized. Accordingly, even if the Company is able to obtain the requisite financing to continue to fund its development and
clinical programs, it cannot assure the investors that any of the product candidates will be successfully developed or commercialized.

 The Company is not permitted to market a therapeutic
product in the U.S. until it receives approval of an NDA or ANDA, for that product from the FDA, or in any foreign countries until they
receive the requisite approval from such countries. Obtaining approval of an NDA is a complex, lengthy, expensive and uncertain process,
and the FDA may delay, limit or deny approval of any product candidate for many reasons, including, among others:

 Unable to demonstrate that a product candidate is safe and effective to the satisfaction of the FDA;

 the results of the Company's clinical trials may not meet the level of statistical or clinical significance required by the FDA for marketing approval;

 the FDA may not approve the formulation of any product candidate;

 the CROs, that BioLite or the Company retains to conduct its clinical trials may take actions outside of its control that materially adversely impact its clinical trials;

 delays in patient enrollment, variability in the number and types of patients available for clinical trials, and lower-than anticipated retention rates for patients in clinical trials;

 the FDA may find the data from pre-clinical studies and clinical trials insufficient to demonstrate that a product candidate's clinical and other benefits outweigh its safety risks, such as the risk of drug abuse by patients or the public in general;

 the FDA may disagree with the interpretation of data from the Company's pre-clinical studies and clinical trials;

 the FDA may not accept data generated at the Company's clinical trial sites;

 if an NDA, if and when submitted, is reviewed by an advisory committee, the FDA may have difficulties scheduling an advisory committee meeting in a timely manner or the advisory committee may recommend against approval of our application or may recommend that the FDA require, as a condition of approval, additional pre-clinical studies or clinical trials, limitations on approved labeling or distribution and use restrictions;

 the FDA may require development of a Risk Evaluation and Mitigation Strategy, or REMS, as a condition of approval or post-approval; or

 the FDA may change its approval policies or adopt new regulations.

 These same risks apply to applicable foreign regulatory
agencies from which the Company, through BioLite, may seek approval for any of our new drug candidates.

 Any of these factors, many of which are beyond
the Company's control, could jeopardize its ability to obtain regulatory approval for and successfully market any new drug candidate.
As a result, any such setback in the Company's pursuit of initial or additional regulatory approval would have a material adverse
effect on its business and prospects.

 If the Company does not successfully complete
pre-clinical and Phase I and II clinical development, it will be unable to receive full payments under their respective collaboration
agreements, find future collaborators or partners to take the drug candidates to Phase III clinical trials. Even if the Company successfully
completes all Phase I and II clinical trials, those results are not necessarily predictive of results of additional trials that may be
needed before an NDA for Phase III trials may be submitted to the FDA. Although there are a large number of drugs in development in the
U.S. and other countries, only a very small percentage result in commercialization, and even fewer achieve widespread physician and consumer
acceptance following the regulatory approval.

 In addition, the Company may encounter delays
or drug candidate rejections based on new governmental regulations, future legislative or administrative actions, or changes in FDA policy
or interpretation during the period of product development. If the Company obtains required regulatory approvals, such approvals may later
be withdrawn. Delays or failures in obtaining regulatory approvals may result in:

 varying interpretations of data and commitments by the FDA and similar foreign regulatory agencies; and

 diminishment of any competitive advantages that such drug candidates may have or attain.

 Furthermore, if the Company fails to comply with
applicable FDA and other regulatory requirements at any stage during this regulatory process, the Company may encounter or be subject
to:

 delays or termination in clinical trials or commercialization;

 refusal by the FDA or similar foreign regulatory agencies to review pending applications or supplements to approved applications;

 product recalls or seizures;

 suspension of manufacturing;

 withdrawals of previously approved marketing applications; and

 fines, civil penalties, and criminal prosecutions.

 The Company faces substantial competition
from companies with considerably more resources and experience than the Company has, which may result in others discovering, developing,
receiving approval for, or commercializing products before or more successfully than the Company.

 The Company competes with companies that research,
develop, manufacture and market already-existing and new pharmaceutical products in the fields of CNS, hematology/oncology and autoimmune.
The Company anticipates that it will face increased competition in the future as new companies enter the market with new drugs and/or
technologies and/or their competitors improve their current products. One or more of their competitors may offer new drugs superior to
the Company's and render the Company's drugs uneconomical. A lot of the Company's current competitors, as well as many
of its respective potential competitors, have greater name recognition, more substantial intellectual property portfolios, longer operating
histories, significantly greater resources to invest in new drug development, more substantial experience in product marketing and new
product development, greater regulatory expertise, more extensive manufacturing capabilities and the distribution channels to deliver
products to customers. If the Company is not able to compete successfully, it may not generate sufficient revenue to become profitable.
The Company's ability to compete successfully will depend largely on its ability to:

 successfully commercialize its drug candidates with commercial partners;

 discover and develop new drug candidates that are superior to other products in the market;

 with its collaborators, obtain required regulatory approvals;

 attract and retain qualified personnel; and

 obtain patent and/or other proprietary protection for its product candidates.

 Established pharmaceutical companies devote significant
financial resources to discovering, developing or licensing novel compounds that could make the Company's products and product candidates
obsolete. Our competitors may obtain patent protection, receive FDA approval, and commercialize medicines before we do. Other companies
are or may become engaged in the discovery of compounds or botanical materials that may compete with the drug candidates the Company is
developing.

 The Company competes with a large number of well-established
pharmaceutical companies that may have more resources than the Company does in developing therapeutics in the fields of CNS, oncology/hematology
and ophthalmology.

 Any new drug candidate the Company is developing
or commercializing that competes with a currently-approved product must demonstrate compelling advantages in efficacy, convenience, tolerability
and/or safety in order to address price competition and be commercially successful. If the Company is not able to compete effectively
against its current and future competitors, its business will not grow and its financial condition and operations will suffer.

 Risks Relating to Doing Business Outside the
United States

 Because part of ABVC's pharmaceutical
research and development is conducted outside of the U.S., the Company is subject to the risks of doing business internationally, including
periodic foreign economic downturns and political instability, which may adversely affect the Company's revenue and cost of doing
business in Taiwan.

 ABVC collaborates with partners whose primary
place of business is in Taiwan, Republic of China and the Company has certain key employees in Taiwan. Foreign economic downturns may
affect our results of operations in the future. Additionally, other facts relating to the operation of the Company's business outside
of the U.S. may have a material adverse effect on the Company's business, financial condition and results of operations, including:

 international economic and political changes;

 the imposition of governmental controls or changes in government regulations, including tax laws, regulations and treaties;

 changes in, or impositions of, legislative or regulatory requirements regarding the pharmaceutical industry;

 compliance with U.S. and international laws involving international operations, including the Foreign Corrupt Practices Act and export control laws;

 difficulties in achieving headcount reductions due to unionized labor and works councils;

 restrictions on transfers of funds and assets between jurisdictions; and

 China-Taiwan geo-political instability.

 As the Company continues to operate its business
globally, its success will depend in part, on its ability to anticipate and effectively manage these risks. The impact of any one or more
of these factors could materially adversely affect the Company's business, financial condition and results of operations.

 The Company may be exposed to liabilities
under the U.S. Foreign Corrupt Practices Act ("FCPA") and Chinese anti-corruption law.

 The Company is subject to the FCPA, and other
laws that prohibit improper payments or offers of payments to foreign governments, foreign government officials and political parties
by U.S. persons as defined by the statute for purposes of obtaining or retaining businesses. The Company may have agreements with third
parties who may make sales in mainland China and the U.S., during the process of which the Company may be exposed to corruption. Activities
in Taiwan create the risk of unauthorized payments or offers of payments by an employee, consultant or agent of the Company, because these
parties are not always subject to the Company's control.

 Although the Company believes to date it has complied
in all material aspects with the provisions of the FCPA and Chinese anti-corruption law, the existing safeguards and any future improvements
may prove to be less than effective and any of the Company's employees, consultants or agents may engage in corruptive conduct for
which the Company might be held responsible. Violations of the FCPA or Chinese anti-corruption law may result in severe criminal or civil
sanctions against the Company and individuals and therefore could negatively affect the Company's business, operating results and
financial condition. In addition, the Taiwanese government may seek to hold the Company liable as a successor for FCPA violations committed
by companies in which the Company invests or acquires.

 International operations expose the Company
to currency exchange and repatriation risks, and the Company cannot predict the effect of future exchange rate fluctuations on its business
and operating results.

 The Company has business operations in Taiwan
and collaborative activities in the U.S. and Japan. Substantial amounts of revenues are received and expenses are incurred in New Taiwan
Dollars and U.S. dollars. Thus, the Company has exposure to currency fluctuations. The Company cannot assure you that the effect of currency
exchange fluctuations will not materially affect its revenues and net income in the future.

 We conduct our operations internationally
and the effect of business, legal and political risks associated with international operations may seriously harm our business.

 Sales to customers outside the United States accounted
for 100% and 93% for the years ended December 31, 2024 and 2023, respectively. Our international sales and operations are subject to a
wide range of risks, which may vary from country to country or region to region. These risks include the following:

 export and import duties, changes to import and export regulations, and restrictions on the transfer of funds;

 political and economic instability;

 issues arising from cultural or language differences and labor unrest;

 longer payment cycles and greater difficulty in collecting accounts receivable;

 compliance with trade and technical standards in a variety of jurisdictions;

 difficulties in staffing and managing international operations, including the risks associated with fraud, theft and other illegal conduct;

 compliance with laws and regulations, including environmental, employment and tax laws, which vary from country to country and over time, increasing the costs of compliance and potential risks of non-compliance;

 difficulties enforcing our contractual and intellectual property rights, especially in those foreign countries that do not respect and protect intellectual property rights to the same extent as the United States and European countries;

 operations may be affected by political tensions, trade disputes and similar matters, particularly between China and Taiwan or between China and the United States;

 United States and foreign trade restrictions, including those that may limit the importation of technology or components to or from various countries or impose tariffs or quotas; and

 imposition of currency exchange controls or taxes that make it impracticable or costly to repatriate funds from foreign countries.

 We cannot assure you that risks relating to our
international operations will not seriously harm our business.

 If the Company becomes directly subject
to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources
to investigate and resolve the matters. Any unfavorable results from the investigations could harm our business operations, this offering
and our reputation.

 Recently, U.S. public companies that have substantially
all of their operations in China, have been subjects of intense scrutiny, criticism and negative publicity by investors, financial commentators
and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered on financial and accounting
irregularities, lack of effective internal control over financial accountings, inadequate corporate governance and ineffective implementation
thereof and, in many cases, allegations of fraud. As a result of enhanced scrutiny, criticism and negative publicity, the publicly traded
stocks of many U.S.-listed Chinese companies have sharply decreased in value and, in some cases, have become virtually worthless or illiquid.
Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations
into the allegations. It is not clear what effects the sector-wide investigations will have on the Company. If the Company becomes a subject
of any unfavorable allegations, whether such allegations are proven to be true or untrue, the Company will have to expend significant
resources to investigate such allegations and defend the Company. If such allegations were not proven to be baseless, the Company would
be severely hampered and the price of the stock of the Company could decline substantially. If such allegations were proven to be groundless,
the investigation might have significantly distracted the attention of the Company's management.

 Risks Related to the Company's Financial
Condition

 Our existing indebtedness may adversely
affect our ability to obtain additional funds and may increase our vulnerability to economic or business downturns.

 We are subject to a number of risks associated with our indebtedness,
including: 1) we must dedicate a portion of our cash flows from operations to pay debt service costs, and therefore we have less funds
available for operations and other purposes; 2) it may be more difficult and expensive to obtain additional funds through financings,
if available at all; 3) we are more vulnerable to economic downturns and fluctuations in interest rates, less able to withstand competitive
pressures and less flexible in reacting to changes in our industry and general economic conditions; and 4) if we default under any of
our existing credit facilities or if our creditors demand payment of a portion or all of our indebtedness, we may not have sufficient
funds to make such payments. As of December 31, 2024, our working capital is in deficit of $4.4 million, consisting of outstanding current
liabilities were approximately $6.6 million, which consisted primarily of short-term bank loans and accrued expenses.

 Failure to remediate a material weakness
in internal accounting controls could result in material misstatements in our financial statements.

 Our management has identified a material weakness
in our internal control over financial reporting related to not having sufficient and skilled accounting personnel with appropriate level
of technical accounting knowledge and experience in the application of accounting principles generally accepted in the United States
commensurate with the Company's financial reporting requirements and has concluded that, due to such material weakness, our disclosure
controls and procedures were not effective as of December 31, 2024. Due to such material weakness, we were unable to maintain effective
disclosure controls over financial reporting, which did result in material misstatements in our financial statements and led to a restatement.
If not remediated, or if we identify additional material weaknesses, our failure to maintain effective internal controls could continue
to adversely impact our ability to meet our reporting and financial obligations and could have a material adverse effect on our financial
condition and the trading price of our common stock.

 Failure to maintain the effectiveness of
our disclosure controls and procedures has led to a misstatement in our financial statements and a restatement. If we do not remediate
the identified material weakness and continue to lack effective internal controls, we may be unable to prevent additional errors or misstatements
in the future, which could harm our operating results, subject us to regulatory scrutiny or sanctions, cause investors to lose confidence
in our reported financial information, and negatively impact the market price of our common stock.

 The Sarbanes-Oxley Act of 2002 and the Securities
and Exchange Commission (SEC) have requirements that we may fail to meet or we may fall out of compliance with, such as the internal controls
auditor attestation required under Section 404 of the Sarbanes-Oxley Act of 2002, with which we are not currently required to comply as
we are a smaller reporting company. If we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified,
supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective
internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Moreover, effective internal
controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important
to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results
could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop
significantly.

 Our articles of incorporation allow for
our board to create new series of preferred stock without further approval by our shareholders, which could adversely affect the rights
of the holders of our Common Stock.

 Our Board of Directors has the authority to fix
and determine the relative rights and preferences of preferred stock without shareholder approval. As a result, our Board of Directors
could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation,
the right to receive dividend payments before dividends are distributed to the holders of Common Stock and the right to the redemption
of the shares, together with a premium, prior to the redemption of our Common Stock. In addition, our Board of Directors could authorize
the issuance of a series of preferred stock that has greater voting power than our Common Stock or that is convertible into our Common
Stock, which could decrease the relative voting power of our Common Stock or result in dilution to our existing shareholders.

 We may create any additional series of preferred
stock and issue such shares in the future although we do not have any present intention of doing so.

 We may not be able to secure financing needed
for future operating needs on acceptable terms, or on any terms at all.

 From time to time, we may seek additional financing
to provide the capital required to expand our production facilities, Research and development ("R&D") initiatives and/or
working capital, as well as to repay outstanding loans if cash flow from operations is insufficient to do so. We cannot predict with
certainty the timing or amount of any such capital requirements. If such financing is not available on satisfactory terms, we may
be unable to expand our business or to develop new business at the rate desired. If we are able to incur debt, we may be subject
to certain restrictions imposed by the terms of the debt and the repayment of such debt may limit our cash flow and growth. If we
are unable to incur debt, we may be forced to issue additional equity, which could have a dilutive effect on our current shareholders.

 Our internal computer systems, or those
of our third-party contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of our
product development programs.

 Despite the implementation of security measures,
our internal computer systems and those of our third-party contractors and consultants are vulnerable to damage from computer viruses,
unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. While we do not believe that we
have experienced any such system failure, accident, or security breach to date, if such an event were to occur and cause interruptions
in our operations, it could result in a loss of clinical trial data for our new drug candidates which could result in delays in our regulatory
approval efforts and significantly increase our costs to recover or reproduce the data. To the extent that any disruption or security
breach results in a loss of or damage to our data or applications or other data or applications relating to our technology or new drug
candidates, or inappropriate disclosure of confidential or proprietary information, we could incur liabilities and the further development
of our product candidates could be delayed.

 The elimination of personal liability against
our directors and officers under Nevada law and the existence of indemnification rights held by our directors, officers and employees
may result in substantial expenses.

 ABVC Bylaws eliminate the personal liability of
our directors and officers to us and our shareholders for damages for breach of fiduciary duty as a director or officer to the extent
permissible under Nevada law. Further, our Bylaws provide that we are obligated to indemnify each of our directors or officers to the
fullest extent authorized by Nevada law and, subject to certain conditions, advance the expenses incurred by any director or officer in
defending any action, suit or proceeding prior to its final disposition. Those indemnification obligations could expose us to substantial
expenditures to cover the cost of settlement or damage awards against our directors or officers, which we may be unable to afford. Further,
those provisions and resulting costs may discourage us or our shareholders from bringing a lawsuit against any of our current or former
directors or officers for breaches of their fiduciary duties, even if such actions might otherwise benefit our shareholders.

 Risks Related to the Company's Common
Stock

 The share price of our Common Stock is volatile
and may be influenced by numerous factors, some of which are beyond our control.

 There is currently only a limited public market
for our Common Stock, which is listed on the Nasdaq Capital Market, and there can be no assurance that a trading market will develop further
or be maintained for our Common Stock in the future. The trading price of our Common Stock is likely to be highly volatile, and could
be subject to wide fluctuations in response to various factors, some of which are beyond our control. In addition to the factors discussed
in this "Risk Factors" section and elsewhere in this report, these factors include:

 the new drug candidates we acquire for commercialization;

 the product candidates we seek to pursue, and our ability to obtain rights to develop those product candidates;

 our decision to initiate a clinical trial, not to initiate a clinical trial or to terminate an existing clinical trial;

 actual or anticipated adverse results or delays in our pre-clinical studies and clinical trials;

 our failure to get any of our new drug candidates approved;

 unanticipated serious safety and environmental concerns related to the use and research activities of any of our new drug candidates;

 overall performance of the equity markets and other factors that may be unrelated to our operating performance or the operating performance of our competitors, including changes in market valuations of similar companies;

 conditions or trends in the healthcare, biotechnology and pharmaceutical industries;

 introduction of new products offered by us or our competitors;

 announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors;

 our ability to maintain an adequate rate of growth and manage such growth;

 issuances of debt or equity securities by us;

 sales of our securities by us or our shareholders in the future, or the perception that such sales could occur;

 trading volume of our Common Stock;

 ineffectiveness of our internal control over financial reporting or disclosure controls and procedures;

 general political and economic conditions in U.S. and other countries and territories where we conduct our business;

 effects of natural or man-made catastrophic events; and

 adverse regulatory decisions;

 additions or departures of key scientific or management personnel;

 changes in laws or regulations applicable to our product candidates, including without limitation clinical trial requirements for approvals;

 disputes or other developments relating to patents and other proprietary rights and our ability to obtain protection for our products;

 our dependence on third parties, including CROs and scientific and medical advisors;

 failure to meet or exceed any financial guidance or expectations regarding development milestones that we may provide to the public;

 actual or anticipated variations in quarterly operating results;

 failure to meet or exceed the estimates and projections of the investment community;

 other events or factors, many of which are beyond our control.

 In addition, the stock market in general, and
the stocks of small-cap healthcare, biotechnology and pharmaceutical companies in particular, have experienced extreme price and volume
fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry
factors may negatively affect the market price of our Common Stock, regardless of our actual operating performance. The realization of
any of the above risks or any of a broad range of other risks, including those described in these "Risk Factors," could have
a dramatic and material adverse impact on the market price of our Common Stock.

 Insiders have substantial control over us,
and they could delay or prevent a change in our corporate control even if our other shareholders wanted it to occur.

 Our executive officers, directors, and principal
shareholders own, in the aggregate, approximately 61.4% of our outstanding Common Stock. As a result of their stockholdings, these
shareholders are able to assert substantial control over matters requiring shareholder approval, including the election of directors and
approval of significant corporate transactions. This could delay or prevent an outside party from acquiring or merging with us even
if our other shareholders wanted it to occur.

 The market price of our Common Stock may
be volatile and there may not be sufficient liquidity in the market for our securities in order for investors to sell
their securities.

 The market price of our Common Stock has been
and will likely continue to be highly volatile, as is the stock market in general. Factors that may materially affect the market price
of our Common Stock are beyond our control, these factors may materially adversely affect the market price of our Common Stock, regardless
of our performance. In addition, the public stock markets have experienced extreme price and trading volume volatility. These
broad market fluctuations may influence the market price of our Common Stock. There is currently only a limited public market for our
Common Stock, which is listed on the Nasdaq Capital Market, and there can be no assurance that a trading market will develop further or
be maintained in the future.

 The stock markets have experienced extreme price
and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies, including
very recently in connection with the ongoing COVID-19 pandemic, which has resulted in decreased stock prices for many companies notwithstanding
the lack of a fundamental change in their underlying business models or prospects. These fluctuations have often been unrelated or disproportionate
to the operating performance of those companies. Broad market and industry factors, including potentially worsening economic conditions
and other adverse effects or developments relating to the ongoing COVID-19 pandemic, political, regulatory and other market conditions,
may negatively affect the market price of shares of our common stock, regardless of our actual operating performance. The market price
of shares of our common stock may decline and you may lose some or all of your investment.

 We have not paid dividends in the past and
do not expect to pay dividends in the future, and any return on investment may be limited to the value of our shares.

 We have never paid any cash dividends on our Common
Stock and do not anticipate paying any cash dividends in the foreseeable future, and any return on investment may be limited to the value
of our Common Stock. We plan to retain any future earnings to finance growth.

 Under applicable Nevada law, we, as a Nevada corporation,
generally may not make a distribution if i) we would not be able to pay our debts as they become due in the usual course of business,
or ii) our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved
at the time of distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior
to those receiving the distribution.

 If securities or industry analysts do not
publish research or publish inaccurate or unfavorable research about our business, our stock price and any trading volume could decline.

 Any trading market for our Common Stock that may
develop will depend in part on the research and reports that securities or industry analysts publish about us or our business. As of the
date of this Report, there is only 1 published research report about our business. If securities or industry analysts provide additional
coverage, and one or more of those analysts downgrade our stock or publish inaccurate or unfavorable research about our business, our
stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly,
demand for our Common Stock could decrease, which might cause our stock price and any trading volume to decline.

 Future sales and issuances of our Common
Stock or rights to purchase Common Stock, including pursuant to our equity incentive plan or otherwise, could result in dilution of the
percentage ownership of our shareholders and could cause our stock price to fall.

 We expect that we will need significant additional
capital in the future to continue our planned operations. To raise capital, we may sell Common Stock, convertible securities or other
equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell Common Stock, convertible
securities or other equity securities in more than one transaction, including issuance of equity securities pursuant to any future stock
incentive plan to our officers, directors, employees and non-employee consultants for their services to us, investors in a prior transaction
may be materially diluted by subsequent sales. Additionally, any such sales may result in material dilution to our existing shareholders,
and new investors could gain rights, preferences and privileges senior to those of holders of our Common Stock. Further, any future sales
of our Common Stock by us or resales of our Common Stock by our existing shareholders could cause the market price of our Common Stock
to decline. Any future grants of options, warrants or other securities exercisable or convertible into our Common Stock, or the exercise
or conversion of such shares, and any sales of such shares in the market, could have an adverse effect on the market price of our Common
Stock. On October 29, 2021, we filed a registration statement on Form S-3, as amended on November 16, 2021, which was declared effective
on November 29, 2021. On May 11, 2022, we agreed to issue 2,000,000 shares of Common Stock, par value $0.001 per share, at a price of
$2.11 per share and 5-year warrants to purchase up to 2,000,000 shares of Common Stock, exercisable at a price of $2.45 per share pursuant
to certain securities purchase agreement dated May 11, 2022, which was effected as a takedown off the Company's shelf registration
statement on Form S-3, as amended. We also issued the co-placement agents warrants to purchase up to 160,000 shares of Common Stock, on
the same terms as the investors warrants in connection with the transaction. We may issue shares of Common Stock through the Form S-3
in the future, which would further dilute your ownership.

 Our Common Stock may be subject to the "penny
stock" rules of the Securities and Exchange Commission, which may make it more difficult for shareholders to sell our Common Stock.

 The SEC has adopted Rule 15g-9 which establishes
the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less
than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that
a broker or dealer approve a person's account for transactions in penny stocks, and the broker or dealer receive from the investor
a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

 In order to approve a person's account for
transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person,
and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge
and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

 The broker or dealer must also deliver, prior
to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight
form sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed,
written agreement from the investor prior to the transaction.

 Generally, brokers may be less willing to execute
transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of
the Company's Common Stock if and when such shares are eligible for sale and may cause a decline in the market value of its stock.

 Disclosure also has to be made about the risks
of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer
and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock
held in the account and information on the limited market in penny stock.

 Our failure to meet the continued listing
requirements of the Nasdaq Capital Market could result in a delisting of our Common Stock.

 If we fail to satisfy the continued listing requirements
of the Nasdaq Capital Market, such as the corporate governance requirements or the minimum closing bid price requirement, the Nasdaq Capital
Market may take steps to delist our common stock. Such a delisting would likely have a negative effect on the price of our common stock
and would impair your ability to sell or purchase our common stock when you wish to do so.

 On August 19, 2022, we received a deficiency letter
from the Nasdaq Listing Qualifications Department (the "Staff") of the Nasdaq Stock Market LLC ("Nasdaq") notifying
us that, for the last 30 consecutive business days, the closing bid price for our common stock was below the minimum $1.00 per share required
for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) ("Rule 5550(a)(2)"). Under the
Nasdaq Listing Rules, we have until February 14, 2023 to regain compliance. Since we did not regain compliance by such date, we requested
and received an additional 180 days, until August 14, 2023, to comply with Rule 5550(a)(2).

 On May 24, 2023, the Company received a deficiency
letter from the Nasdaq Listing Qualifications Department (the "Staff") of the Nasdaq Stock Market LLC ("Nasdaq")
notifying the Company that it is not currently in compliance with the minimum stockholders' equity requirement, or the alternatives
of market value of listed securities or net income from continuing operations, for continued listing on the Nasdaq Capital Market. Nasdaq
Listing Rule 5550(b)(1) requires listed companies to maintain stockholders' equity of at least $2,500,000, and the Company's
stockholders' equity was $1,734,507 as of March 31, 2023. In accordance with Nasdaq rules, the Company had 45 calendar days, or
until July 10, 2023, to submit a plan to regain compliance. After submitting a plan to regain compliance, on July 10, 2023,Nasdaq granted
the Company an extension until August 30, 20203, to comply with Listing Rule 5550(b)(1). On July 31, 2023, the Company issued 300,000
shares of Common Stock and 200,000 pre-funded warrants, at an exercise price of $0.01 per share, in a registered direct offering. Pursuant
to this transaction, the stockholders' equity was increased by $1.75M. On August 1, 2023, $500,000 of Notes were converted at $3.50
per share and the holder received 142,857 shares of Common Stock. As a result of this conversion, the stockholders' equity was increased
by $0.5M. Additionally, on August 14, 2023, the Company entered into a cooperation agreement with Zhonghui United Technology (Chengdu)
Group Co., Ltd., pursuant to which the Company acquired a 20% ownership of certain property and a parcel of the land owned by Zhonghui
in exchange for an aggregate of 370,000 shares of Common Stock. Accordingly, stockholders' equity increased by $7.4M. On
February 23, 2023, the Company entered into a securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured,
convertible note in the principal amount of $3,704,167 (the "Lind Offering"), for a purchase price of $3,175,000 (the "Lind
Note"), that is convertible into shares of Common Stock at an initial conversion price of $1.05 per share, subject to adjustment. On
August 24, 2023, the Company started repaying Lind the monthly installments due under the Lind Notes; $308,000 was repaid via the issuance
of 176,678 shares of Common Stock (the "Monthly Shares") at the Redemption Share Price (as defined in the Lind Note) of $1.698
per share. Pursuant to the terms of the Lind Note, Lind increased the amount of the next monthly payment to one million dollars, such
that as of September and together with the Monthly Shares, the Company repaid Lind a total of $1M by September 2023. As a result, the
stockholders' equity increased by an additional $1M. As a result of the four transactions referenced above, the Company' estimated
that its stockholders' equity would increase by approximately $10.65M. On September 6, 2023, Nasdaq issued a letter that the Company
is in compliance with Rule 5550(b)(1), but noted that if at the time of the Company's next periodic report the Company does not
evidence compliance, it may be subject to delisting.

 On July
10, 2024, the Company received a notification letter from the Staff notifying the Company that the minimum bid price per share for its
common shares has been below $1.00 for a period of 30 consecutive business days and the Company therefore no longer meets the minimum
bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2). The notification received has no immediate effect on the listing of
the Company's common stock on Nasdaq. Under the Nasdaq Listing Rules, the Company has until January 6, 2025, to regain compliance.
If at any time during such 180-day period the closing bid price of the Company's common shares is at least $1 for a minimum of 10
consecutive business days, Nasdaq will provide the Company written confirmation of compliance. If the Company does not regain compliance
during such 180-day period, the Company may be eligible for an additional 180 calendar days, provided that the Company meets the continued
listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq except for Nasdaq Listing
Rule 5550(a)(2), and provide a written notice of its intention to cure this deficiency during the second compliance period, by effecting
a reverse stock split, if necessary.

 On January 9, 2025, the Company received a notification
from Nasdaq granting the Company an additional 180 days, until July 7, 2025, to meet the minimum bid price requirement of $1.00 per share,
as outlined in Nasdaq Listing Rule 5550(a)(2) (the "Rule"). To satisfy the Rule, the Company's common stock must achieve
a closing bid price of at least $1.00 for a minimum of ten consecutive trading days within this extension period; if successful, Nasdaq
will confirm compliance with the Rule and close this matter. If compliance is not achieved by the new deadline, Nasdaq may initiate delisting
procedures, which the Company would have the right to appeal.

 If our common stock were delisted from the Nasdaq,
trading of our common stock would most likely take place on an over-the-counter market established for unlisted securities, such as the
OTCQB or the Pink Market maintained by OTC Markets Group Inc. An investor would likely find it less convenient to sell, or to obtain accurate
quotations in seeking to buy, our common stock on an over-the-counter market, and many investors would likely not buy or sell our common
stock due to difficulty in accessing over-the-counter markets, policies preventing them from trading in securities not listed on a national
exchange or other reasons. In addition, as a delisted security, our common stock would be subject to SEC rules as a "penny stock,"
which impose additional disclosure requirements on broker-dealers. The regulations relating to penny stocks, coupled with the typically
higher cost per trade to the investor of penny stocks due to factors such as broker commissions generally representing a higher percentage
of the price of a penny stock than of a higher-priced stock, would further limit the ability of investors to trade in our common stock.

 In the event of a delisting, we anticipate that
we would take actions to restore our compliance with the Nasdaq Capital Market or another national exchange's listing requirements,
but we can provide no assurance that any such action taken by us would allow our Common Stock to remain listed on the Nasdaq Capital Market,
stabilize our market price, improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq Capital
Market's minimum bid price requirement, or prevent future non-compliance with the Nasdaq Capital Market or another national exchange's
listing requirements.

 We will continue to incur significant increased
costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance requirements
as a result of our Common Stock being listed on the Nasdaq Capital Market.

 We will continue to incur significant increased
costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance requirements
of the Nasdaq Capital Market. As a public company, we will continue to incur significant legal, accounting and other expenses. We are
subject to mandatory reporting requirements of the Exchange Act, which require, among other things, that we continue to file with the
SEC annual, quarterly and current reports with respect to our business and financial condition, that we were not required to file as a
voluntary reporting company (though we did file such reports with the SEC on a voluntary basis). We have incurred and will continue to
incur costs associated with the preparation and filing of these SEC reports. Furthermore, we are subject to mandatory new corporate governance
and other compliance requirements of the Nasdaq Capital Market. In addition, the Sarbanes-Oxley Act, as well as rules subsequently implemented
by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Nasdaq Capital Market or another national exchange have
imposed various other requirements on public companies. Stockholder activism, the current political environment and the current high level
of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to
additional compliance costs and impact (in ways we cannot currently anticipate) the way we operate our business. Our management and other
personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations have
and will continue to increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

 In addition, if and when we cease to be a smaller
reporting company and become subject to Section 404(b) of the Sarbanes-Oxley Act, we will be required to furnish an attestation report
on internal control over financial reporting issued by our independent registered public accounting firm. To achieve compliance with Section
404 within the prescribed time period, we will continue to be engaged in a process to document and evaluate our internal control over
financial reporting, which is both costly and challenging. In this regard, we will need to dedicate substantially greater internal resources,
potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial
reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented
and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there
is a risk that our independent registered public accounting firm, when required, will not be able to conclude within the prescribed timeframe
that our internal control over financial reporting is effective as required by Section 404. This could result in an adverse reaction in
the financial markets due to a loss of confidence in the reliability of our financial statements.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 Not applicable to us since we are not an accelerated
filer, a large accelerated filer or a well-known seasoned issuer under SEC rules.

 ITEM 1C. CYBERSECURITY

 We plan to establish an appropriate confidentiality
framework and adhere to relevant document management regulations. The Company and its employees are also required to sign confidentiality
agreements for purposes including ensuring cybersecurity. As of the date of this report, we are not aware of any material risks from cybersecurity
threats, that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results
of operations, or financial condition.

 ITEM 2. PROPERTIES

 Our Subsidiary BioLite has its laboratories located
in Hsinchu Biomedical Science Park, with an address of 2nd Floor, No. 20, Sec. 2, Shengyi Rd., Zhubei City, Hsinchu County 302, Taiwan
(R.O.C.). On January 1, 2015, BioLite Taiwan entered into a lease agreement with the National Science Park Administrative Office (Hsinchu
City) under which it rents two dormitory buildings in Hsinchu County, Taiwan for a period of five years. The aggregate leasing area amounts
to approximately 678 square meters (equivalent to approximately 7,298 square feet) on the second floor of the building. The leased space
counts for approximately 1.9% of the total space of the building. On January 1, 2020 and January 1, 2024, BioLite Taiwan extended the
contract for another five and five years respectively. The new expiration date is on December 31, 2029. The rent increases by a small
percentage each year during the term of the lease agreement. BioLite paid $48,406 and $50,572 in rental expense for the laboratory space
for the years ended December 31, 2024 and 2023, respectively.

 Another subsidiary BioKey is headquartered in
Fremont, California. BioKey's office lease will end on February 28, 2026 and the office occupies approximately 28,186 square feet.
BioKey's space consists of offices, research and production laboratories, and manufacturing facilities, which are GMP certified.
BioKey has an option to extend the lease for its offices in Fremont for a period of five years commencing February 28, 2026, and BioKey
may exercise this option for 5 more years. The total BioKey's rental expenses were $421,894 and $353,466 for the years ended December
31, 2024 and 2023, respectively.

 ITEM 3. LEGAL PROCEEDINGS

 Unless disclosed otherwise, we are currently
not a party to any material legal or administrative proceedings and are not aware of any pending legal or administrative proceedings against
us. We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our
business.

 ITEM 4. MINE SAFETY DISCLOSURES.

 Not applicable

 ITEM 5. MARKET FOR REGISTRANT'S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information. As of December 31,
2024, our common stock, par value $0.001 per share (the "Common Stock"), is currently quoted on the Nasdaq Capital Markets
under the symbol "ABVC".

 Holders. As of April 11, 2025, we had approximately 656 shareholders
of record of our common stock.

 Dividends. Holders of our common stock
are entitled to receive such dividends as may be declared by our board of directors. No dividends on our common stock have ever been paid,
and we do not anticipate that dividends will be paid on our common stock in the foreseeable future.

 Recent Sales of Unregistered Securities.

 During the period covered by this report, the
Company has not issued unregistered securities to any person, except as described below. None of these transactions involved any underwriters,
underwriting discounts or commissions, except as specified below, or any public offering, and, unless otherwise indicated below, the Registrant
believes that each transaction was exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2)
thereof and/or Rule 506 of Regulation D promulgated thereunder, and/or Regulation S promulgated thereunder
regarding offshore offers and sales. All recipients had adequate access, though their relationships with the Registrant, to information
about the Registrant. All following number of shares are post-split.

 In January 2022, the Company agreed to pay the
deferred service fees related to the public offering closed on August 5, 2021 amounting to $4,296,763 by issuing 130,601 shares of unrestricted
common shares, valued at $32.9 per share on the grant date.

 In March 2022, the Company issued 7,500 shares
to BarLew Holdings, LLC, a consultant ("Barlew"). On January 1, 2022, the Company engaged Barlew for consulting and advisory
services for six months, with a monthly payment of USD15,000, as well as additional compensation of 7,500 shares of restricted common
stock.

 In March 2022, the Company issued 24,225 warrants
to a FINRA member firm.

 On May 11, 2022, the Company and certain investors
entered into certain securities purchase agreement relating to the offer and sale of 200,000 shares of common stock, par value
$0.001 per share in a registered direct offering.

 On July 10, 2022, the Board approved the issuance
of 7,500 shares of common stock to Barlew Holdings, LLC pursuant to the consulting agreement by and between Barlew Holdings, LLC and the
Company dated July 1, 2022, and 25,000 shares of common stock to Inverlew Advisors, LLC, in accordance with the consulting agreement by
and between Inverlew Advisors, LLC and the Company dated July 1, 2022.

 On December 1, 2022, the Company issued 12,5000
and 10,000 common shares to Euro-Asia Investment & Finance Corp Ltd. and Thalia Media Ltd. for consulting and advisory services.

 On January 3, 2023, the Company issued 22,341 common shares to a consultant
for providing consulting services on listing to NASDAQ in 2021.

 On July 27, 2023, the Company entered into that
certain securities purchase agreement relating to the offer and sale of 300,000 shares of common stock, par value $0.001 per share and
200,000 pre-funded warrants, at an exercise price of $0.001 per share, in a registered direct offering. Pursuant to the Purchase Agreement,
the Company agreed to sell the Shares and/or Pre-funded Warrants at a per share purchase price of $3.50, for gross proceeds of $1,750,000,
before deducting any estimated offering expenses. On August 1, 2023, the pre-funded warrants were exercised.

 On August 14, 2023, the Company entered into a
cooperation agreement with Zhonghui. Pursuant thereto, the Company acquired 20% of the ownership of a property and the parcel of the land
owned by Zhonghui in Leshan, Sichuan, China (collectively, the "Property"). During the third quarter of 2023, the Company
issued to Zhonghui, an aggregate of 370,000 shares of the Company's common stock, at a per share price of $1.87. The Company also
issued 29,600 common stock to consultants for providing consulting services on the above transaction.

 On January 27, 2024, the company granted 1,302,726
restricted shares to its employees and directors under the 2016 Equity Incentive Plan, with an issuance date of February 2, 2024. These
shares are subject to a three-year restriction period.

 On February 6, 2024, the Company entered into
a definitive agreement with Shuling Jiang ( "Shuling"), pursuant to
which Shuling shall transfer the ownership of certain land she owns located at Taoyuan City, Taiwan (the "Land") to the Company
(the "Agreement"). In consideration for the Land, the Company issued Shuling (i) 703,495 restricted shares of t he
Company's common stock ( the "Shares") at a price of $3.50 per
share and (ii) five-year warrants to purchase up to 1,000,000 shares of the Company's common stock, with an exercise price of $2.00
per share. Under the Agreement, Shuling was to also transfer outstanding liability owed on the Land (approximately $500,000) to the Company.
On May 16, 2024, the Company's board of directors determined that it was in the best interest of the Company and its shareholders
to terminate the Agreement and not proceed with the transfer of land ownership; the Company may reconsider the transaction at a later
date. The shares were returned and the warrants were not issued.

 On May 24, 2024, the Company issued 200,000 shares of common stock
to a consultant for providing business and funding opportunities.

 In June 2024, the Company entered into a stock
purchase agreement with an investor, which the Company will issue 41,387 shares of common stock at $0.75 per share to the investor for
cash. As of December 31, 2024, the proceeds were received. Due to certain stock transfer processes, one of the Company's shareholders
transferred such shares to the investor on behalf of the company in July 2024; the company plans to issue the same number of shares to
the transferring shareholder soon.

 In July 2024, the Company entered into an agreement
with its landlord in California, pursuant that the Company issued 169,992 shares of common stock for the rent payable through July 2024,
in total of $127,494. The Company also issued 43,458 shares on August 14, 2024 for the August 2024 rent, and 46,072 shares were issued
on September 3, 2024 for the September 2024 rent. Further, we issued 64,147 shares on October 29, 2024 for October rent, 45,293 shares
on November 13, 2024 for November rent, and 30,422 shares on December 26, 2024 for half month of December rent. In 2025, we issued 28,135
shares, 22,031 shares, and 30,488 shares for each of the half month rent from January 2025 to March 2025, respectively.

 In December 2024, the Company issued 117,277 shares
of its common stock to employees as compensation.

 In April 2025, the Company conducted a private offering
of its common stock to several individual non-US investors, issuing an aggregate of 502,081 unregistered shares of common stock at $0.60
per share, raising a total of $301,250.

 ITEM 6. [Reserved]

 ITEM 7. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Caution Regarding Forward-Looking Information

 The following discussion and analysis of our
financial condition and result of operations should be read in conjunction with our audited consolidated financial statements and the
notes to those financial statements appearing elsewhere in this Form 10-K. This discussion contains forward-looking statements and involves
numerous risks and uncertainties contained in this report and the other reports we file with the Securities and Exchange Commission. Our
actual results may differ materially from those contained in any forward-looking statements.

 Overview

 From its inception, the Company has not generated
substantial revenue from its medical device and new drug development. For the year ended December 31, 2024, the Company generated $509,589
in revenue, mainly from the outlicensing our intellectual property and providing Contract Development & Manufacturing Organization
("CDMO") services.

 Business Overview

 ABVC BioPharma Inc., which was incorporated under
the laws of the State of Nevada on February 6, 2002, is a clinical stage biopharmaceutical company focused on development of new drugs
and medical devices, all of which are derived from plants.

 Medicines derived from plants have a long history
of relieving or preventing many diseases and, typically, have exhibited fewer side effects than drugs developed from animals or chemical
ingredients. Perhaps the most famous example is aspirin, which evolved from a compound found in the bark and leaves of the willow tree
and was later marketed by Bayer starting in 1899. Aspirin has very few serious side effects and has proven to be one of the most successful
drugs in medical history. Some 50 years later, scientists identified anticancer compounds in the rosy periwinkle, which Eli Lilly subsequently
produced for the treatment of leukemia and Hodgkins disease. Other well-known examples of successful botanical drugs include the cancer-fighting
Taxol, isolated from the Pacific yew tree.

 The Company develops its pipeline by carefully
tracking new medical discoveries or medical device technologies in research institutions in the Asia-Pacific region. Pre-clinical, disease
animal model and Phase I safety studies are examined closely by the Company's scientists and other specialists known to the Company
to identify drugs that it believes demonstrate efficacy and safety based on the Company's internal qualifications. Once a drug is
shown to be a good candidate for further development and ultimately commercialization, BriVision licenses the drug or medical device from
the original researchers and begins to introduce the drugs clinical plan to highly respected principal investigators in the United States,
Australia and Taiwan. In almost all cases, we have found that research institutions in each of those countries are eager to work with
the Company to move forward with Phase II clinical trials.

 Currently, institutions conducting phase II clinical trials in
partnership with ABVC include:

 Medical Device: ABV-1701, Vitargus in vitrectomy surgery, Phase II Study in Australia and Thailand, Principal Investigator: Professor/Dr. Matthew Simunovic, Sydney Eye Hospital; Dr. Elvis Ojaimi, East Melbourne Eye Group & East Melbourne Retina, Duangnate Rojanaporn, M.D., Ramathibodi Hospital; Thuss Sanguansak, M.D., Srinagarind Hospital.

 Drug: ABV-1505, Adult Attention-Deficit Hyperactivity Disorder (ADHD), Phase II, NCE drug Principal Investigators: Keith McBurnett, Ph. D. and Linda Pfiffner, Ph. D., University of California San Francisco (UCSF), School of Medicine

 Drug: ABV-1601, Major Depression in Cancer Patients, Phase I/II, NCE drug Principal Investigator: Scott Irwin, MD, Ph. D. – Cedars Sinai Medical Center (CSMC)

 Drug: ABV-1519, A Phase I/II, Open Label Study to Evaluate the Safety and Efficacy of BLEX 404 Oral Liquid Combined with Pemetrexed + Carboplatin Therapy in Patients with Advanced Inoperable or Metastatic EGFR wild-type Non-Small Cell Lung Cancer Patients

 Upon successful completion of the Phase II trial,
the Company will seek a partner – a large pharmaceutical company – to complete a Phase III study, submit the New Drug Application
(NDA), and commercialize the drug upon approval by the FDA and Taiwan FDAs.

 Another part of the Company's business is
conducted by BioKey, a wholly owned subsidiary, that is engaged in a wide range of services, including, API characterization, pre-formulation
studies, formulation development, analytical method development, stability studies, IND/NDA/ANDA/510K submissions, and manufacturing clinical
trial materials (phase I through phase III) and commercial manufacturing.

 On June 21, 2023, Dr. Howard Doong resigned from
his position as the Company's CEO. The Company's board of directors appointed Dr. Uttam Patil to replace Dr. Doong as the
Company's CEO.

 On August 14, 2023, the Company entered into a cooperation agreement
with Zhonghui United Technology (Chengdu) Group Co., Ltd., pursuant to which the Company acquired a 20% ownership of certain property
and a parcel of the land (collectively, the "Property") owned by Zhonghui in exchange for an aggregate of 370,000 shares of
Common Stock at $1.87 per share (the "Zhonghui Shares").

 The Company and Zhonghui plan to jointly develop
the Property into a healthcare center for senior living, long-term care, and medical care in the areas of ABVCs' special interests,
such as Ophthalmology, Oncology, and Central Nervous Systems. The plan is to establish a base for the China market and global development
of these interests. The asset ownership certification is in the application process and pending approval from the Chinese government.

 During the third quarter of 2023, the Company
issued the Zhonghui Shares. The Zhonghui Shares are subject to a lock-up period of one year following the closing date of this Transaction.
In addition, the parties agreed that, after one year following the closing of the transaction, if the market value of the shares issued
or the value of the Property increase or decrease, the parties will negotiate in good faith to make reasonable adjustments thereto; provided,
however that in no event shall Zhonghui's ownership exceed 19.99% of the Company.

 On July 31, 2023, the Company entered into a binding
term sheet with Xinnovation Therapeutics Co., Ltd., a Company incorporated under the Law of People's Republic of China. The term
sheet contemplates that, pursuant to definitive agreements, Xinnovation will be granted an exclusive license to develop, manufacture,
market, and distribute ABV-1504 for Major Depressive Disorder (MDD) and ABV-1505 for Attention-Deficit/Hyperactivity Disorder, in the
Chinese market and shall bear the costs for clinical trials and product registration in China and the Company would receive an initial
license fee and royalty payments ranging from 5% to 12% based on the projected annual net sales of the licensed drugs by Xinnovation in
China. This transaction remains subject to the negotiation of definitive documents and therefore there is no guarantee that this transaction
will occur.

 In November 2023, the Company and one of its subsidiaries, BioLite,
Inc. ("BioLite") each entered into a multi-year, global licensing agreement with AiBtl for the Company and BioLite's
CNS drugs with the indications of MDD (Major Depressive Disorder) and ADHD (Attention Deficit Hyperactivity Disorder) (the "Licensed
Products"). The potential license will cover the Licensed Products' clinical trial, registration, manufacturing, supply, and
distribution rights. The Licensed Products for MDD and ADHD, owned by ABVC and BioLite, were valued at $667 million by a third-party evaluation.
The parties are determined to collaborate on the global development of the Licensed Products. The parties are also working to strengthen
new drug development and business collaboration, including technology, interoperability, and standards development. As per each of the
respective agreements, each of ABVC and BioLite received 23 million shares of AiBtl stock at $10 per share, and if certain milestones
are met, each of ABVC and BioLite may receive $3,500,000 and royalties equaling 5% of net sales, up to $100 million. Upon the issuance
of the shares, AiBtl became a subsidiary of ABVC. On June 23, 2024, the Company and BioLite, each entered into an amendment to the licensing
agreement with AiBtl, pursuant to which the Company and BioLite have agreed to allow AiBtl to pay the second milestone payment in the
amount of $3,500,000 per licensing agreement, incrementally (such as $50,000), at any given time, rather than in one lump sum.

 On February 6, 2024, the Company entered into
a definitive agreement with Shuling Jiang ("Shuling"), pursuant to which Shuling shall transfer the ownership of certain land
she owns located at Taoyuan City, Taiwan (the "Land") to the Company (the "Agreement"). Shuling is a director
of the Company, is married to TS Jiang, the Company's Chief Strategic Officer and owns approximately 15.4% of the Company's
issued and outstanding shares of common stock. On May 16, 2024, the Company's board of directors determined that it was in the best
interest of the Company and its shareholders to terminate the Agreement and not proceed with the transfer of land ownership; the Company
may reconsider the transaction at a later date. The shares were returned and the warrants were not issued.

 On March 25, 2024, the Company, and one of its
co-development partners, BioFirst Corporation, a company registered in Taiwan ("BioFirst"), each entered into a twenty-year,
global definitive licensing agreement (the "Licensing Agreement") with ForSeeCon Eye Corporation, a company registered in
the British Virgin Islands ("FEYE") for the products in the Company and BioFirst's Ophthalmology pipeline, including
Vitargus (the "Licensed Products"). The license covers the Licensed Products' clinical trial, registration, manufacturing,
supply, and distribution rights; FEYE also has the rights to sublicense or partner with a third party to develop the Licensed Products.

 On April 16, 2024, the Company entered into a
definitive agreement with OncoX BioPharma, Inc., a private company registered in the British Virgin Islands ("Oncox"), pursuant
to which the Company will grant Oncox an exclusive right to develop and commercialize ABVC's single-herb botanical drug extract
from the dry fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Non-Small Cell Lung Cancer (the "Licensed Products"),
within North America for 20 years (the "Oncox Agreement"). In consideration thereof, Oncox shall pay ABVC $6,250,000 (or 1,250,000
Oncox shares valued at $5 per share1) 30 days after entering into the Oncox Agreement and $625,000 30 days following the completion of
Oncox's next round of fundraising, of which there is no guarantee; ABVC is also entitled to 5% royalties based on the Net Sales,
as defined in the Oncox Agreement, from the first commercial sale of the Licensed Product in North America, of which there can be no guarantee.
Oncox entered into the same agreement with ABVC's affiliate, Rgene Corporation.

 On May 8, 2024, the Company entered into a definitive
agreement with OncoX BioPharma, Inc, pursuant to which the Company will grant Oncox an exclusive right to develop and commercialize ABVC's
BLEX 404 single-herb botanical drug extract from the dry fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Pancreatic
Cancer (the "Licensed Products"), within a certain territory, specified as 50% of the Worldwide Marketsfor 20 years (the "May
2024 Oncox Agreement"). In consideration thereof, Oncox shall pay ABVC a total of $6,250,000 (or 1,250,000 Oncox shares valued at
$5 per share1) within 30 days of entering into the May 2024 Oncox Agreement, with an additional milestone payment of $625,000 in cash
after OncoX's next round of fundraising, of which there can be no guarantee. Oncox may remit cash payments of at least $100,000
towards the licensing fees and deductible from the second milestone payment; ABVC is also entitled to royalties of 5% of Net Sales, as
defined in the May 2024 Oncox Agreement, from the first commercial sale of the Licensed Product in the noted territory, which remains
uncertain. The Company will permit Oncox to pay the license fee in installments or in a lump sum and will allow Oncox to use its revenue
to fund such payments. Oncox entered into the same agreement with ABVC's affiliate, Rgene Corporation.

 On May 14, 2024, the Company entered into a definitive
agreement with OncoX BioPharma, Inc, pursuant to which the Company will grant Oncox an exclusive right to develop and commercialize ABVC's
BLEX 404 single-herb botanical drug extract from the dry fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Tripple Negative
Breast Cancer (the "Licensed Products"), within a certain territory, specified as 50% of the Worldwide Markets for 20 years
(the "Oncox Agreement"). In consideration thereof, Oncox shall pay ABVC a total of $6,250,000 (or 1,250,000 Oncox shares valued
at $5 per share1) 30 days after entering into the Oncox Agreement, with an additional milestone payment of $625,000 in cash after OncoX's
next round of fundraising, of which there can be no guarantee. Oncox may remit cash payments of at least $100,000 towards the licensing
fees and deductible from the second milestone payment; ABVC is also entitled to royalties of 5% of Net Sales, as defined in the Oncox
Agreement, from the first commercial sale of the Licensed Product in the noted territory, which remains uncertain. The Company will permit
Oncox to pay the license fee in installments or in a lump sum and will allow Oncox to use its revenue to fund such payments. Oncox entered
into the same agreement with ABVC's affiliate, Biolite, Inc.

 On May 23, 2024, the Company and its subsidiary,
BioLite Inc (collectively, the "licensor"), each entered into a licensing agreement with OncoX, on the same terms, pursuant
to which the licensors will grant Oncox an exclusive right to develop and commercialize ABVC's BLEX 404 single-herb botanical drug
extract from the dry fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Myelodysplastic Syndrome (the "MS Products"),
within a certain territory, specified as 50% of the Worldwide Markets for 20 years (the "May 23, 2024 Oncox Agreements").
In consideration thereof, Oncox shall pay each licensor a total of $6,250,000 (or 1,250,000 Oncox shares valued at $5 per share4) 30 days
after entering the May 23, 2024 Oncox Agreements, with an additional milestone payment of $625,000 in cash after OncoX's next round
of fundraising, of which there can be no guarantee. Oncox may remit cash payments of at least $100,000 towards the licensing fees and
deductible from the second milestone payment; each licensor is also entitled to royalties of 5% of Net Sales, from the first commercial
sale of the MS Product in the noted territory, which remains uncertain. Oncox may use its revenue to fund the licensing fees.

 Use of acquired land

 ABVC acquired the real estate described above
for the long-term purpose of supporting its pipeline of products and reducing costs. As per FDA guidelines, the raw material of botanical
drugs must be grown in a specific area under Good Agricultural Practices (GAP) or in an environmentally fully controlled plant factory
to maintain quality. By acquiring land, ABVC plans to grow its botanical drug raw materials under its control; doing this will help the
Company maintain the quality of the product and lower the cost of raw materials, which in turn will lower the cost of the drug substance
and the drug product when its botanical drugs become commercialized.

 Common Stock Reverse Split

 On July 25, 2023, the Company filed a Certificate
of Amendment to its Articles of Incorporation authorizing a 1-for-10 reverse stock split of the issued and outstanding shares of its common
stock. The Company's stockholders previously approved the Reverse Stock Split at the Company's Special Shareholder Meeting
held on July 7, 2023. The Reverse Stock Split was effected to reduce the number of issued and outstanding shares and to increase the per
share trading value of the Company's common stock, although that outcome is not guaranteed. Unless otherwise noted, all shares and
related financial information in this Form 10-K reflect this 1-for-10 reverse stock split.

 NASDAQ Listing

 In August 2022, we received a deficiency letter
from the Nasdaq Listing Qualifications Department (the "Staff") notifying us that, for the last 30 consecutive business days,
the closing bid price for our common stock was below the minimum $1.00 per share required for continued listing on The Nasdaq Capital
Market pursuant to Nasdaq Listing Rule 5550(a)(2) ("Rule 5550(a)(2)"). In accordance with Nasdaq Listing Rule 5810(c)(3)(A),
we were initially given until February 14, 2023 to regain compliance with Rule 5550(a)(2). Since the Company did not regain compliance
by such date, it requested and received an additional 180 days, until August 14, 2023, to comply with Rule 5550(a)(2).

 The deficiency has no immediate effect on the
listing of the Company's common stock, and its common stock continues to trade on The Nasdaq Capital Market under the symbol "ABVC"
at this time.

 If at any time before August 14, 2023, the bid
price of the Company's common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Staff will
provide written confirmation that the Company has achieved compliance and the matter will be closed.

 If the Company does not regain compliance with
Rule 5550(a)(2) by August 14, 2023, the Staff will provide written notification that the Company's securities will be delisted,
although the Company maintains the right to appeal such determination. The Company intends to actively monitor the closing bid price for
its common stock and will consider available options to resolve the deficiency and regain compliance with Rule 5550(a)(2).

 On August 8, 2023, the Company received a notification
letter from Nasdaq notifying the Company that the Staff has determined that for 10 consecutive business days, from July 25, 2023 to August
7, 2023, the closing bid price of the Company's common stock has been at least $1.00 per share or greater. Accordingly, the Staff
determined that the Company regained compliance with Listing Rule 5550(a)(2) and indicated that the matter is now closed.

 On May 24, 2023, we received a deficiency letter from the Nasdaq Listing
Qualifications Department (the "Staff") of the Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it
is not currently in compliance with the minimum stockholders' equity requirement, or the alternatives of market value of listed
securities or net income from continuing operations, for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1)
requires listed companies to maintain stockholders' equity of at least $2,500,000, and the Company's stockholders' equity
was $1,734,507 as of March 31, 2023. In accordance with Nasdaq rules, the Company had 45 calendar days, or until July 10, 2023, to submit
a plan to regain compliance. After submitting a plan to regain compliance, on July 10, 2023, Nasdaq granted the Company an extension until
August 30, 20203, to comply with Listing Rule 5550(b)(1). On July 31, 2023, the Company issued 300,000 shares of Common Stock and 200,000
pre-funded warrants, at an exercise price of $0.01 per share, in a registered direct offering. Pursuant to this transaction, the stockholders'
equity was increased by $1.75 million. On August 1, 2023, $500,000 of Notes were converted at $3.50 per share and the holder received
142,857 shares of Common Stock. As a result of this conversion, the stockholders' equity was increased by $0.5M. Additionally, on
August 14, 2023, the Company entered into a cooperation agreement with Zhonghui United Technology (Chengdu) Group Co., Ltd., pursuant
to which the Company acquired a 20% ownership of certain property and a parcel of the land owned by Zhonghui in exchange for an aggregate
of 370,000 shares of Common Stock. Accordingly, stockholders' equity increased by $7.4 million. On February 23, 2023,
the Company entered into a securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note
in the principal amount of $3,704,167 (the "Lind Offering"), for a purchase price of $3,175,000 (the "Lind Note"),
that is convertible into shares of Common Stock at an initial conversion price of $1.05 per share, subject to adjustment. On August
24, 2023, the Company started repaying Lind the monthly installments due under the Lind Notes; $308,000 was repaid via the issuance of
176,678 shares of Common Stock (the "Monthly Shares") at the Redemption Share Price (as defined in the Lind Note) of $1.698
per share. Pursuant to the terms of the Lind Note, Lind increased the amount of the next monthly payment to one million dollars, such
that as of September and together with the Monthly Shares, the Company repaid Lind a total of $1M by September 2023. As a result, the
stockholders' equity increased by an additional $1 million. As a result of the four transactions referenced above, the Company'
estimated that its stockholders' equity would increase by approximately $10.65 million. On September 6, 2023, Nasdaq issued a letter
that the Company is in compliance with Rule 5550(b)(1), but noted that if at the time of the Company's next periodic report the
Company does not evidence compliance, it may be subject to delisting.

 On July 10, 2024, the Company received a notification
letter from the Staff notifying the Company that the minimum bid price per share for its common shares has been below $1.00 for a period
of 30 consecutive business days and the Company therefore no longer meets the minimum bid price requirements set forth in Nasdaq Listing
Rule 5550(a)(2). The notification received has no immediate effect on the listing of the Company's common stock on Nasdaq. Under
the Nasdaq Listing Rules, the Company has until January 6, 2025, to regain compliance. If at any time during such 180-day period the closing
bid price of the Company's common shares is at least $1 for a minimum of 10 consecutive business days, Nasdaq will provide the Company
written confirmation of compliance. If the Company does not regain compliance during such 180-day period, the Company may be eligible
for an additional 180 calendar days, provided that the Company meets the continued listing requirement for market value of publicly held
shares and all other initial listing standards for Nasdaq except for Nasdaq Listing Rule 5550(a)(2), and provide a written notice of its
intention to cure this deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

 On January 9, 2025, the Company received a notification
from Nasdaq granting the Company an additional 180 days, until July 7, 2025, to meet the minimum bid price requirement of $1.00 per share,
as outlined in Nasdaq Listing Rule 5550(a)(2) (the "Rule"). To satisfy the Rule, the Company's common stock must achieve
a closing bid price of at least $1.00 for a minimum of ten consecutive trading days within this extension period; if successful, Nasdaq
will confirm compliance with the Rule and close this matter. If compliance is not achieved by the new deadline, Nasdaq may initiate delisting
procedures, which the Company would have the right to appeal.

 Recent Research Results

 Vitargus Phase II Study has been initiated
in Australia and Thailand, Principal Investigator: Duangnate Rojanaporn, M.D., Ramathibodi Hospital; Thuss Sanguansak, M.D., Srinagarind
Hospital of the two Thailand sites and Professor/Dr. Matthew Simunovic, Sydney Eye Hospital; Dr. Elvis Ojaimi, East Melbourne Eye Group
& East Melbourne Retina of the two Australian sites. The Phase II study has started in the 2 nd quarter of 2023. The company
is working on improvements to the Vitargus Product through the new batch of investigational product.

 Initially the Company will focus on ABV-2002,
a solution utilized to store a donor cornea prior to either penetrating keratoplasty (full thickness cornea transplant) or endothelial
keratoplasty (back layer cornea transplant). Designated ABV-2002 under the Company's product identification system, the solution
is comprised of a specific poly amino acid that protects ocular tissue from damage caused by external osmolarity exposure during pre-surgery
storage. The specific polymer in ABV-2002 can adjust osmolarity to maintain a range of 330 to 390 mOsM thereby permitting hydration within
the corneal stroma during the storage period. Stromal hydration results in (a) maintaining acceptable corneal transparency and (b) prevents
donor cornea swelling. ABV-2002 also contains an abundant phenolic phytochemical found in plant cell walls that provides antioxidant antibacterial
properties and neuroprotection.

 Early testing by BioFirst indicates that ABV-2002
may be more effective for protecting the cornea and retina during long-term storage than other storage media available today and can be
manufactured at lower cost. Further clinical development task was put on hold due to the lack of funding.

 In addition, BioFirst was incorporated on November
7, 2006, focusing on the R&D, manufacturing, and sales of innovative patented pharmaceutical products. The technology of BioFirst
comes from the global exclusive licensing agreements BioFirst maintains with domestic R & D institutions. Currently, BioFirst's
main research and development product is the vitreous substitute (Vitargus), licensed by the National Health Research Institutes.
Vitargus is the world's first bio-degradable vitreous substitute and offers a number of advantages over current vitreous substitutes
by minimizing medical complications and reducing the need for additional surgeries.

 BioFirst has started the construction of a GMP
factory in Hsinchu Biomedical Science Park, Taiwan, with the aim at building a production base to supply the global market, and promote
the construction of bio-degradable vitreous substitute manufacturing centers in Taiwan. Completion of this factory would allow ABVC to
manufacture Vitargus with world-class technology in a GMP certified pharmaceutical factory. BioFirst is targeting to complete the construction
in 2025.

 On July 12, 2022, the Company announced the enrollment
progress in the Phase II Part II clinical study of the company's ADHD medicine (ABV-1505). Since the first-treated subject reported
on May 10, 2022, a total of sixty-nine (69) subjects have been enrolled in the study, including 50 who have completed the 56-day treatment.
The study, a randomized, double-blind, placebo-controlled study entitled "A Phase II Tolerability and Efficacy Study of PDC-1421
Treatment in Adult Patients with Attention-Deficit Hyperactivity Disorder (ADHD), Part II, is expected to eventually involve approximately
100 patients. Five prestigious research hospitals in Taiwan and the research hospital at the University of California, San Francisco (UCSF)
are participating in the study which is a continuation of the Phase II part 1 study of ABV-1505 completed successfully at UCSF and accepted
by the U.S. Food & Drug Administration in October of 2020. The UCSF Medical Center Institutional Review Board has approved participation
in the Part II study, and the site initiation visit was conducted in March 2023.

 Public Offering & Financings

 2025 Financings

 During the first quarter of 2025, the Company continued
to strategically manage its outstanding convertible debt obligations with Lind Global Fund II, LP. In connection with the Senior Convertible
Promissory Note issued in November 2023 (2 nd Lind Note), the Company has successfully completed all conversions through equity
issuances, thereby extinguishing the remaining principal balance. As of the date of this filing, only the corresponding cash components
for four prior conversions remain to be settled, which the Company intends to address through the exercise of outstanding warrants—demonstrating
a proactive and non-dilutive repayment approach. Additionally, for the Senior Convertible Promissory Note issued in January 2024 (3 rd
Lind Note), the Company has reduced the outstanding balance to $600,000, following two equity conversions of $200,000 each. The remaining
cash obligations for these conversions are also expected to be fulfilled in a similar warrant-based strategy, although no definitive agreement
has been entered as of the date hereof and there is no guarantee that a definitive agreement will be entered. These steps reflect the
Company's commitment to meeting its obligations while preserving long-term shareholder value and capitalizing on structured equity
mechanisms to support operational continuity and financial health.

 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 (the number of warrants so exercised is herein referred to as the "Outstanding Exercised 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. Other than the Outstanding
Exercised Warrants, the exercise price of the remaining warrants held by Lind remained unchanged. Pursuant to the December Letter Agreement,
the Company also agreed not to sell or issue any additional shares of common stock for a period of 15 days following the closing, with
some noted exceptions.

 2024 Financings

 On November 4, 2024, the Company and Lind entered
into another letter agreement (the "November Letter Agreement"), pursuant to which Lind agreed to exercise, for cash, 500,000
of the Existing Warrants to purchase shares of Common Stock, with a current exercise price of $0.75 per share, at a reduced exercise
price of $0.42 per share.

 On October 18, 2024, the Company issued Lind 200,000
shares of the Company's common stock as a repayment of $200,000 principal of 2nd Lind Note. According to the amended agreement pursuant
to Nasdaq requirements, the conversion price is subject to $1.00 floor price if the conversion price was below such floor. Based on the
conversion price of $0.4229, the Company made an additional $147,892 cash repayment in addition to the issuance of 200,000 shares.

 On September 11, 2024, the Company issued Lind
200,000 shares of the Company's common stock as a repayment of $200,000 principal of 2nd Lind Note. According to the amended agreement
pursuant to Nasdaq requirements, the conversion price is subject to $1.00 floor price if the conversion price was below such floor. Based
on the conversion price of $0.6575, the Company made an additional $90,722 cash repayment in addition to the issuance of 200,000 shares.

 On July 12, 2024, the Company issued Lind 200,000
shares of the Company's common stock as a repayment of $200,000 principal of 2nd Lind Note. According to the amended agreement pursuant
to Nasdaq requirements, the conversion price is subject to $1.00 floor price if the conversion price was below such floor. Based on the
conversion price of $0.7907, the Company made an additional $88,403 cash repayment in addition to the issuance of 200,000 shares.

 On May 22, 2024, the Company and Lind entered
into a letter agreement, pursuant to which Lind Global Fund II, LP ("Lind") exercised, for cash, 1,000,000 of its Pre-Existing
Warrants (all of the warrants issued to Lind on February 23, 2023, November 17, 2023 and January 17, 2024 are hereinafter referred to
as the "Pre-Existing Warrants") to purchase shares of Common Stock at a reduced exercise price of $0.75 per share. Lind also
received a new warrant to purchase 1,000,000 shares Common Stock, exercisable at any time on or after the date of its issuance and until
the five-year anniversary thereof, for $1.00 per share (the "New Lind Warrant").

 On January 17, 2024, the Company entered into
a securities purchase agreement with Lind Global Fund II, LP ("Lind"), pursuant to which the Company issued Lind a secured,
convertible note in the principal amount of $1,000,000, for a purchase price of $833,333 (the "3 rd Lind Note"),
that is convertible into shares of the Company's common stock at a conversion price, which shall be the lesser of (i) $3.50 (the
"Fixed Price") and (ii) 90% of the average of the three lowest VWAPs (as defined in the 3 rd Lind Note) during the
20 trading days prior to conversion ("Variable Price"), subject to adjustment (the "Note Shares"). Notwithstanding
the foregoing, provided that no Event of Default (as defined in the 3 rd Lind Note) shall have occurred, conversions under the
3 rd Lind Note shall be at the Fixed Price for the first 180 days following the closing date. Lind will also receive a 5-year,
common stock purchase warrant (the "3 rd Lind Warrant") to purchase up to 1,000,000 shares of the Company's
common stock at an initial exercise price of $2.00 per share, subject to adjustment (each, a "Warrant Share," together with
the 3 rd Lind Note, Note Shares and 3 rd Lind Warrant, the "Securities"). The parties later agreed to
a floor price of $1.00 for the Variable Price and that the Company would compensate Lind in cash if the Variable Price was less than such
floor price at the time of conversion.

defined in the 3 rd Lind Note), the Company must pay Lind an amount equal to 120% of the then outstanding principal amount of
the 3 rd Lind Note, in addition to any other remedies under the 3 rd Lind Note or the other Transaction Documents
(as defined below).

 The 3 rd Lind Warrant may be exercised
via cashless exercise in the event a registration statement covering the Warrant Shares is not available for the resale of such Warrant
Shares or upon exercise of the 3 rd Lind Warrant in connection with a Fundamental Transaction (as defined in the 3 rd
Lind Warrant).

 Pursuant to the terms of the securities purchase
agreement, if at any time prior to a date that is 18 months following the closing of the offering, the Company proposes to offer or sell
any additional securities in a subsequent financing, the Company shall first offer Lind the opportunity to purchase up to 10% of such
new securities.

 In connection with the Offering, the Company and
its subsidiaries: (i) Biokey, Inc., a California corporation ("BioKey"), (ii) Biolite Holding, Inc., a Nevada corporation
("BioLite"), (iii) Biolite BVI, Inc., a British Virgin Islands corporation ("BioLite BVI") and (iv) American BriVision
Corporation, a Delaware corporation ("American BriVision" and, collectively with the Company, BioKey, BioLite, and BioLite
BVI, the "Guarantors"), jointly and severally guaranteed all of the obligations of the Company in connection with the offering
(the "Guaranty") with certain collateral, as set forth in the related Transaction Documents (as hereinafter defined).

 The sale of the 3 rd Lind Note and the
terms of the offering, including the Guaranty are set forth in the securities purchase agreement, the 3 rd Lind Note, the 3 rd
Lind Warrant, the Second Amendment to Guaranty, the Second Amendment to Security Agreement, and the Second Amendment to Guarantor Security
Agreement (collectively, the "Transaction Documents").

 Allele Capital Partners, LLC ("Allele")
together with its executing broker dealer, Wilmington Capital Securities, LLC (together with its affiliates, "Wilmington"),
served as the exclusive placement agent (the "Placement Agent") of the offering. the Company has agreed to pay certain expenses
of the placement agent in connection with the offering and issued them a warrant to purchase up to 25,000 shares of common stock, on the
same terms as set forth in the 3 rd Lind Warrant.

 The securities purchase agreement also contains
customary representation and warranties of the Company and the Investors, indemnification obligations of the Company, termination provisions,
and other obligations and rights of the parties.

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

 2023 Financings

 On November 17, 2023, the Company entered into
a securities purchase agreement (the "2 nd Lind Securities Purchase Agreement") with Lind Global Fund II, LP ("Lind"),
pursuant to which the Company issued Lind a secured, convertible note in the principal amount of $1,200,000 (the "2 nd
Lind Offering"), for a purchase price of $1,000,000 (the "2 nd Lind Note"), that is convertible into shares
of the Company's common stock at a conversion price, which shall be the lesser of (i) $3.50 (the "Fixed Price") and
(ii) 90% of the average of the three lowest VWAPs (as defined in the 2 nd Lind Note) during the 20 trading days prior to conversion,
subject to adjustment. Notwithstanding the foregoing, provided that no Event of Default (as defined in the 2 nd Lind Note) shall
have occurred, conversions under the 2 nd Lind Note shall be at the Fixed Price for the first 180 days following the closing
date. Lind will also receive a 5-year, common stock purchase warrant (the "2 nd Lind Warrant") to purchase up to
1,000,000 shares of the Company's common stock at an initial exercise price of $2 per share, subject to adjustment. The parties
later agreed to a floor price of $1.00 for the Variable Price and that the Company would compensate Lind in cash if the variable price
was less than such floor price at the time of conversion.

defined in the 2 nd Lind Note), the Company must pay Lind an amount equal to 120% of the then outstanding principal amount of
the 2 nd Lind Note, in addition to any other remedies under the 2 nd Lind Note or the other Transaction Documents
(as defined below).

 Pursuant to the terms of the 2 nd Lind
Securities Purchase Agreement, if at any time prior to a date that is 18 months following the closing of the 2 nd Lind Offering,
the Company proposes to offer or sell any additional securities in a subsequent financing, the Company shall first offer Lind the opportunity
to purchase up to 10% of such new securities.

 In connection with the 2 nd Lind Offering,
the Company and its subsidiaries: (i) Biokey, Inc., a California corporation ("BioKey"), (ii) Biolite Holding, Inc., a Nevada
corporation ("BioLite"), (iii) Biolite BVI, Inc., a British Virgin Islands corporation ("BioLite BVI") and (iv)
American BriVision Corporation, a Delaware corporation ("American BriVision" and, collectively with the Company, BioKey, BioLite,
and BioLite BVI, the "Guarantors"), jointly and severally guaranteed all of the obligations of the Company in connection with
the 2 nd Lind Offering (the "Guaranty") with certain collateral, as set forth in the related Transaction Documents
(as hereinafter defined).

 The sale of the Note and the terms of the 2 nd
Lind Offering, including the Guaranty are set forth in the 2 nd Lind Securities Purchase Agreement, the 2 nd Lind
Note, the 2 nd Lind Warrant, the First Amendment to Guaranty, the First Amendment to Security Agreement, and the First Amendment
to Guarantor Security Agreement (collectively, the "Transaction Documents").

 Allele Capital Partners, LLC ("Allele")
together with its executing broker dealer, Wilmington Capital Securities, LLC (together with its affiliates, "Wilmington"),
served as the exclusive placement agent (the "Placement Agent") of the 2 nd Lind Offering. We have agreed to pay
certain expenses of the placement agent in connection with the 2 nd Lind Offering.

 An amendment was filed on February 29, 2024 to
disclose that due to Nasdaq requirements, the parties entered into an amendment to the Note, pursuant to which the conversion price shall
have a floor price of $1.00 (the "Amendment"). Additionally, the Amendment requires the Company to make a cash payment to
Lind if in connection with a conversion, the conversion price is deemed to be the floor price.

 The Securities Purchase Agreement also contains
customary representation and warranties of the Company and the Investors, indemnification obligations of the Company, termination provisions,
and other obligations and rights of the parties.

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

 On February 23, 2023, the Company entered into
a securities purchase agreement (the "Lind Securities Purchase Agreement") with Lind Global Fund II, LP ("Lind"),
pursuant to which the Company issued Lind a secured, convertible note in the principal amount of $3,704,167 (the "Lind Offering"),
for a purchase price of $3,175,000 (the "Lind Note"), that is convertible into shares of the Company's common stock
at an initial conversion price of $1.05 per share, subject to adjustment (the "Note Shares"). The Company also issued Lind
a common stock purchase warrant (the "Lind Warrant") to purchase up to 5,291,667 shares of the Company's common stock
at an initial exercise price of $1.05 per share, subject to adjustment (each, a "Warrant Share," together with the Note, Note
Shares and Warrants, the "Lind Securities").

 The Lind Note does not carry any Interest. Beginning
with the date that is six months from the issuance date of the Lind Note and on each one (1) month anniversary thereafter, the Company
shall pay Lind an amount equal to $308,650.58, 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, conversion or redemption of the Lind Note in accordance with the terms thereof
(the "Monthly Payments"). At the Company's discretion, the Monthly Payments shall be made in (i) cash, (ii) shares of
the Company's common stock, or (iii) a combination of cash and Shares; if made in shares, the number of shares shall be determined
by dividing (x) the principal amount being paid in shares by (y) 90% of the average of the 5 lowest daily VWAPs during the 20 trading
days prior to the applicable payment date. The Lind Notes sets forth certain conditions that must be satisfied before the Company may
make any Monthly Payments in shares of common stock. If the Company makes a Monthly Payment in cash, the Company must also pay Lind a
cash premium of 5% of such Monthly Payment.

defined in the Lind Note), the Company must pay Lind an amount equal to 120% of the then outstanding principal amount of the Lind Note,
in addition to any other remedies under the Note or the other Transaction Documents.

 The Lind Warrant may be exercised via cashless
exercise.

 Pursuant to the terms of the Lind Securities Purchase
Agreement, if at any time prior to a date that is 18 months following the closing of the Lind Offering, the Company proposes to offer
or sell any additional securities in a subsequent financing, the Company shall first offer Lind the opportunity to purchase up to 10%
of such new securities.

 In connection with the Lind Offering, the Company
and its subsidiaries: (i) Biokey, Inc., a California corporation ("BioKey"), (ii) Biolite Holding, Inc., a Nevada corporation
("BioLite"), (iii) Biolite BVI, Inc., a British Virgin Islands corporation ("BioLite BVI") and (iv) American BriVision
Corporation, a Delaware corporation ("American BriVision" and, collectively with the Company, BioKey, BioLite, and BioLite
BVI, the "Guarantors"), jointly and severally guaranteed all of the obligations of the Company in connection with the Lind
Offering (the "Guaranty") with certain collateral, as set forth in the related Transaction Documents (as hereinafter defined).

 The sale of the Lind Note and the terms of the
Lind Offering, including the Guaranty are set forth in the Lind Securities Purchase Agreement, the Note, the Warrant, a Security Agreement,
Guarantor Security, Guaranty, a Trademark Security Agreement with Rgene Corporation, a Trademark Security Agreement with BioFirst, a Patent
Security Agreement, a Copyright Security Agreement and a Stock Pledge Agreement (collectively, the "Transaction Documents").

 Allele Capital Partners, LLC ("Allele")
together with its executing broker dealer, Wilmington Capital Securities, LLC (together with its affiliates, "Wilmington"),
served as the exclusive placement agent (the "Placement Agent") of the Lind Offering. As a result of the Lind Offering, the
Company will pay the Placement Agent (i) a cash fee of 6% of the gross proceeds from the sale of the Securities, and (ii) common stock
purchase warrants to purchase 6% of the number of shares of common stock issuable under the Lind Note. We also agreed to pay certain expenses
of the placement agent in connection with the Lind Offering.

 Pursuant to the Lind Securities Purchase Agreement,
the Company agreed to register all of the Lind Securities and the shares of common stock underlying the warrant issued to the placement
agent.

 The Securities Purchase Agreement also contains
customary representation and warranties of the Company and the Investors, indemnification obligations of the Company, termination provisions,
and other obligations and rights of the parties.

defined in the Lind Note), the Company must pay Lind an amount equal to 120% of the then outstanding principal amount of the Lind Note
(the "Mandatory Default Amount"), in addition to any other remedies under the Note or the other Transaction Documents. The
Company and Lind entered into a letter agreement on September 12, 2023, pursuant to which the Mandatory Default Amount was reduced to
115% of the then outstanding principal amount of the Lind Note; pursuant to the letter agreement, Lind also agreed to waive any default
associated with the Company's market capitalization being below $12.5 million for 10 consecutive days through February 23, 2024,
but retained its right to convert its Note. In addition, if the Company is unable to increase its market capitalization and is unable
to obtain a further waiver or amendment to the Lind Note, then the Company could experience an event of default under the Lind Note, which
could have a material adverse effect on the Company's liquidity, financial condition, and results of operations. The Company cannot
make any assurances regarding the likelihood, certainty, or exact timing of the Company's ability to increase its market capitalization,
as such metric is not within the immediate control of the Company and depends on a variety of factors outside the Company's control.

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

 2022 Financing

 On May 11, 2022, the Company entered into certain
securities purchase agreement (the "May SPA") with certain investors (the "Purchasers"). Pursuant to the May SPA,
the Company agreed to issue 2,000,000 shares of its Common Stock, at a price of $2.11 per share and 5-year warrants to purchase up to
2,000,000 shares of Common Stock, exercisable at a price of $2.45 per share (the "May Warrants") to the Purchasers. The gross
proceeds before deducting any estimated offering expenses are $4,220,000. The transaction contemplated by the May SPA was closed on May
16, 2022.

 The Company paid to the co-placement agents an
aggregate cash fee equal to 8% of the aggregate sales price of the securities sold and issued them warrants to purchase up to 160,000
shares of Common Stock, on the same terms as the May Warrants.

 Strategy

 Key elements of our business strategy include:

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

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

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

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

 We plan to augment our core research and development
capability and assets by conducting Phase I and II clinical trials for investigational new drugs and medical devices in the fields of
CNS, Hematology/Oncology and Ophthalmology.

 Our management team has extensive experiences
across a wide range of new drug and medical device development and we have in-licensed new drug and medical device candidates from large
research institutes and universities in both the U.S. and Taiwan. Through an assertive product development approach, we expect that we
will build a substantial portfolio of Oncology/ Hematology, CNS and Ophthalmology products. We primarily focus on Phase I and II research
of new drug candidates and out license the post-Phase-II products to pharmaceutical companies; we do not expect to devote substantial
efforts and resources to building the disease-specific distribution channels.

 Business Objectives

 The Company is operating its core business based
on collaborative activities that can generate current and future revenues through research, development and/or commercialization joint
venture agreements. The terms of these agreements typically include payment to the Company related to one or more of the following:

 nonrefundable upfront license fees,

 development and commercial milestones,

 partial or complete reimbursement of research and development costs and

 royalties on net sales of licensed products.

 Each type of payments results in revenue except
for revenue from royalties on net sales of licensed products, which are classified as royalty revenues. To date, we have not received
any royalty revenues. Revenue is recognized upon satisfaction of a performance obligation by transferring control of a good or service
to the joint venture partner.

 As part of the accounting for these arrangements,
the Company applies judgment to determine whether the performance obligations are distinct and develop assumptions in determining the
stand-alone selling price for each distinct performance obligation identified in the collaboration agreements. To determine the stand-alone
selling price, the Company relies on assumptions which may include forecasted revenues, development timelines, reimbursement rates for
R&D personnel costs, discount rates and probabilities of technical and regulatory success.

 The Company had multiple deliverables under the
collaborative agreements, including deliverables relating to grants of technology licenses, regulatory and clinical development, and marketing
activities. Estimation of the performance periods of the Company's deliverables requires the use of management's judgment.
Significant factors considered in management's evaluation of the estimated performance periods include, but are not limited to,
the Company's experience in conducting clinical development, regulatory and manufacturing activities. The Company reviews the estimated
duration of its performance periods under its collaborative agreements on an annually basis, and makes any appropriate adjustments on
a prospective basis. Future changes in estimates of the performance period under its collaborative agreements could impact the timing
of future revenue recognition. For further details about these difference payment arrangements, see "Summary of Critical Accounting
Policies" below.

 Examples of recent collaborative agreements the
Company has entered into are as follows:

 Collaborative agreement with ForSeeCon Eye
Corporation, a related party

 On March 25, 2024, the Company and BioFirst each
entered into a twenty-year, global definitive licensing agreement (the "FEYE Licensing Agreement") with ForSeeCon Eye Corporation,
a company registered in the British Virgin Islands ("FEYE") for the products in the Company and BioFirst's Ophthalmology
pipeline, including Vitargus (the "Vitargus Products"). The license covers the Vitargus Products' clinical trial, registration,
manufacturing, supply, and distribution rights; FEYE also has the rights to sublicense or partner with a third party to develop the Licensed
Products. As per each of the respective FEYE Licensing Agreements, each of the Company and BioFirst shall receive a total licensing fee
of $33,500,000, composed of an upfront payment of $30,000,000, which can instead be paid with 5 million shares of FEYE stock at $6 per
share within 30 days after the execution of the FEYE Licensing Agreement, and a $3,500,000 cash milestone payment, due 30 days upon completion
of next round fundraising. Additionally, each of the Company and BioFirst are eligible to receive royalties of 5% of net Sales. As
of September 30, 2024, the Company received 5,000,000 FEYE shares but did not recognize such licensing revenue since the fair value of
FEYE stock is uncertain.

 On June 18, 2024, the Company and BioFirst, each
entered into an amendment (the " Amendment ") to the Licensing Agreement with FEYE, pursuant to which the Company and
BioFirst have agreed to allow FEYE to pay the second milestone payment in the amount of $3,500,000 per Licensing Agreement, incrementally
(such as $100,000), at any given time, rather than in one lump sum. During the three and nine months ended September 30, 2024, the Company
received in cash and recognized revenue of $180,000 and $296,000, respectively, pursuant to the Amendment.

 Collaborative agreement with OncoX BiopPharma,
Inc., a related party

 On April 16, 2024, the Company entered into a
definitive agreement with OncoX BioPharma, Inc., a private company registered in the British Virgin Islands ("Oncox"), pursuant
to which the Company will grant Oncox an exclusive right to develop and commercialize ABVC's single-herb botanical drug extract
from the dry fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Non-Small Cell Lung Cancer (the "Lung Cancer Products"),
within North America for 20 years (the "April 2024 Oncox Agreement"). In consideration thereof, Oncox shall pay ABVC $6,250,000
(or 1,250,000 Oncox shares valued at $5 per share 1) 30 days after entering into the agreement and $625,000, 30 days following
the completion of Oncox's next round of fundraising, of which there is no guarantee; ABVC is also entitled to 5% royalties based
on the Net Sales, as defined in the April 2024 Oncox Agreement, from the first commercial sale of the Lung Cancer Product in North America,
of which there can be no guarantee. Oncox entered into another agreement with ABVC's affiliate, Rgene Corporation, on the same terms.
During the three and nine months ended September 30, 2024, the Company received in cash and recognized revenue of $200,000 and $200,000,
respectively, pursuant to the agreement.

 On May 8, 2024, the Company entered into a definitive
agreement with OncoX, pursuant to which the Company will grant Oncox an exclusive right to develop and commercialize ABVC's BLEX
404 single-herb botanical drug extract from the dry fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Pancreatic (the
Pancreatic Product), within a certain territory, specified as 50% of the Worldwide Markets for 20 years (the "May 8, 2024 Oncox
Agreement"). In consideration thereof, Oncox shall pay ABVC a total of $6,250,000 (or 1,250,000 Oncox shares valued at $5 per share 2)
within 30 days of entering into the May 8, 2024 Oncox Agreement, with an additional milestone payment of $625,000 in cash after OncoX's
next round of fundraising, of which there can be no guarantee. Oncox may remit cash payments of at least $100,000 towards the licensing
fees and deductible from the second milestone payment; ABVC is also entitled to royalties of 5% of Net Sales, as defined in the May 8,
2024 Oncox Agreement, from the first commercial sale of the Pancreatic Product in the noted territory, which remains uncertain. The Company
will permit Oncox to pay the license fee in installments or in a lump sum and will allow Oncox to use its revenue to fund such payments.
Oncox entered into another agreement with ABVC's affiliate, Rgene Corporation, on the same terms.

 On May 14, 2024, the Company and its subsidiary,
BioLite Inc (collectively, the "licensor"), each entered into a licensing agreement with OncoX, on the same terms, pursuant
to which the licensors will grant Oncox an exclusive right to develop and commercialize ABVC's BLEX 404 single-herb botanical drug
extract from the dry fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Tripple Negative Breast Cancer (the TNBC Product),
within a certain territory, specified as 50% of the Worldwide Markets for 20 years (the "May 14, 2024 Oncox Agreements").
In each agreement for consideration thereof, Oncox shall pay each licensor a total of $6,250,000 (or 1,250,000 Oncox shares valued at
$5 per share 3) within 30 days of entering into the May 14, 2024 Oncox Agreements, with an additional milestone payment of $625,000
in cash after OncoX's next round of fundraising, of which there can be no guarantee. Oncox may remit cash payments of at least $100,000
towards the licensing fees and deductible from the second milestone payment; each licensor is also entitled to royalties of 5% of Net
Sales, from the first commercial sale of the TNBC Product in the noted territory, which remains uncertain. The Company will permit Oncox
to pay the license fee in installments or in a lump sum and will allow Oncox to use its revenue to fund such payments.

 On May 23, 2024, the Company and its subsidiary,
BioLite Inc (collectively, the "licensor"), each entered into a licensing agreement with OncoX, on the same terms, pursuant
to which the licensors will grant Oncox an exclusive right to develop and commercialize ABVC's BLEX 404 single-herb botanical drug
extract from the dry fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Myelodysplastic Syndrome (the "MS Products"),
within a certain territory, specified as 50% of the Worldwide Markets for 20 years (the "May 23, 2024 Oncox Agreements").
In consideration thereof, Oncox shall pay each licensor a total of $6,250,000 (or 1,250,000 Oncox shares valued at $5 per share 4)
30 days after entering the May 23, 2024 Oncox Agreements, with an additional milestone payment of $625,000 in cash after OncoX's
next round of fundraising, of which there can be no guarantee. Oncox may remit cash payments of at least $100,000 towards the licensing
fees and deductible from the second milestone payment; each licensor is also entitled to royalties of 5% of Net Sales, from the first
commercial sale of the MS Product in the noted territory, which remains uncertain. Oncox may use its revenue to fund the licensing fees.

 Collaborative agreements with BHK, a related
party

 (i)

 In February and December of 2015, BioLite, Inc. entered into a total of three joint venture agreements with BioHopeKing to jointly develop ABV-1501 for Triple Negative Breast Cancer (TNBC), ABV-1504 for MDD and ABV-1505 for ADHD. The agreements granted marketing rights to BioHopeKing for certain Asian countries in return for a series of milestone payments totaling $10 million in cash and equity of BioHopeKing or equity securities owned by BioHopeKing.

 The milestone payments are determined by a schedule
of BioLite development achievements as shown below:

 Milestone

 Payment

 Execution of BHK Co-Development Agreement

 $

 Investigational New Drug (IND) Submission

 $

 Phase II Clinical Trial Complete

 $

 Initiation of Phase III Clinical Trial

 $
 3,000,000

 New Drug Application (NDA) Submission

 $
 4,000,000

 Total

 $
 10,000,000

 (ii)

 In December of 2015, BHK paid the initial cash payment of $1 million upon the execution of the BHK Agreement. The Company concluded that certain deliverables are considered separate units of accounting as the delivered items have value to the customer on a standalone basis and recognized this cash payment as collaboration revenue when all research, technical, and development data was delivered to BHK in 2015. The payment included compensation for past research efforts and contributions made by BioLite Taiwan before the BHK agreement was signed and does not relate to any future commitments made by BioLite Taiwan and BHK in the BHK Agreement.

 (iii)

 In August 2016, the Company received the second milestone payment of $1 million, and recognized collaboration revenue for the year ended December 31, 2016. As of December 31, 2022, the Company had completed the phase II clinical trial for ABV-1504 MDD on October 31, 2019, but has not yet completed the phase II clinical trial for ABV-1505 ADHD.

 (iv)

 In addition to the milestone payments, BioLite Inc. is entitled to receive a royalty equal to 12% of BHK's net sales related to ABV-1501, ABV-1504 and ABV-1505 Products. As of December 31, 2022, the Company has not earned royalties under the BHK Co-Development Agreement.

 (v)

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

 Co-Development agreement with Rgene Corporation,
a related party

 On May 26, 2017, the Company entered into a co-development
agreement (the "Rgene Agreement") with Rgene Corporation (the "Rgene"), a related party under common control by
the controlling beneficiary shareholder of YuanGene Corporation and the Company (See Note 12). Pursuant to the Rgene Agreement, BriVision
and Rgene agreed to co-develop and commercialize ABV-1507 HER2/neu Positive Breast Cancer Combination Therapy, ABV-1703 Pancreatic Cancer
Combination Therapy and ABV-1527 Ovary Cancer Combination Therapy. Under the terms of the Rgene Agreement, Rgene is required to pay
the Company $3,000,000 in cash or stock of Rgene with equivalent value by August 15, 2017 as compensation of BriVision's past research
efforts and contributions made by BriVision before the Rgene Agreement was executed. The payment does not relate to any future milestones
attained by BriVision. In addition to $3,000,000, the Company is entitled to receive 50% of the future net licensing income or net sales
profit earned by Rgene. All development costs shall be equally shared by both BriVision and Rgene.

 On June 1, 2017, the Company delivered all research,
technical data and development data to Rgene pursuant to the Rgene Agreement in return for a cash payment of $450,000 and 1,530,000 common
shares of Rgene stock valued at $2,550,000, which in 2018 was accounted for using the equity method long-term investment. On December
31, 2018, the Company determined to fully write off this investment based on the Company's assessment of the severity and duration
of the impairment, and qualitative and quantitative analysis of the operating performance of the investee, adverse changes in market conditions,
the regulatory or economic environment, changes in operating structure of Rgene, additional funding requirements and Rgene's ability
to remain in business. All research projects that were initiated will be managed and funded equally by the Company and Rgene.

 The Company and Rgene signed an amendment to the
Rgene Agreement on November 10, 2020, pursuant to which both parties agreed to delete AB-1507 HER2/neu Positive Breast Cancer Combination
Therapy and AB-1527 Ovary Cancer Combination Therapy and add ABV-1519 EGFR Positive Non-Small Cell Lung Cancer Combination Therapy and
ABV-1526 Large Intestine / Colon / Rectal Cancer Combination Therapy to the products to be co-developed and commercialized. Other provisions
of the Rgene Agreement remain in full force and effect.

 Clinical Development Service Agreement with
Rgene Corporation, a related party

 On June 10, 2022, the Company expanded its co-development
partnership with Rgene. The Company's subsidiary, BioKey, entered into a Clinical Development Service Agreement with Rgene ("Service
Agreement") to guide certain Rgene drug products, RGC-1501 for the treatment of Non-Small Cell Lung Cancer (NSCLC), RGC-1502 for
the treatment of pancreatic cancer and RGC 1503 for the treatment of colorectal cancer patients, through completion of Phase II clinical
studies under U.S. FDA IND regulatory requirements (the "Rgene Studies"). Under the terms of the Service Agreement, BioKey
is eligible to receive payments totaling up to $3.0 million over a 3-year period with each payment amount to be determined by certain
regulatory milestones obtained during the agreement period.

 Through a series of transactions over the past
5 years, the Company and Rgene have co-developed the three drug products covered by the Service Agreement, which has resulted in the Company
owning 31.62% of Rgene.

 As part of the Rgene Studies, the Company agreed
to loan $1.0 million to Rgene, for which Rgene has provided the Company with a 5% working capital convertible loan (the "Note").
If the Note is fully converted, the Company will own an additional 6.4% of Rgene. The Company is expected to receive the outstanding loan
from the related party by the first half of 2024, either by cash or conversion of shares of Rgene. The Company may convert the Note
at any time into shares of Rgene's common stock at either (i) a fixed conversion price equal to $1.00 per share or (ii) 20% discount
of the stock price of the then most recent offering, whichever is lower; the conversion price is subject to adjustment as set forth in
the Note. The Note includes standard events of default, as well as a cross default provision pursuant to which a breach of the Service
Agreement will trigger an event of default under the Note if not cured after 5 business days of written notice regarding the breach is
provided. Upon an event of default, the outstanding principal and any accrued and unpaid interest shall be immediately due and payable.

 The Service Agreement shall remain in effect until
the expiration date of the last patent and automatically renew for 5 more years unless terminated earlier by either party with six months
written notice. Either party may terminate the Service Agreement for cause by providing 30 days written notice.

 Rgene has further agreed, effective July 1, 2022,
to provide the Company with a seat on Rgene's Board of Directors until the loan is repaid in full. The Company has nominated Dr.
Jiang, its Chief Strategy Officer and Director to occupy that seat; Dr. Jiang is also one of the Company's largest shareholders,
owning 12.8% of the Company.

 The Rgene Studies is a related party transaction.

 Collaborative agreement with BioFirst Corporation,
a related party

 On July 24, 2017, the Company entered into a collaborative
agreement (the "BioFirst Agreement") with BioFirst Corporation, a corporation incorporated under the laws of Taiwan ("BioFirst"),
pursuant to which BioFirst granted the Company global licensing rights to medical use of ABV-1701 Vitreous Substitute for Vitrectomy.
BioFirst is a related party to the Company because a controlling beneficiary shareholder of YuanGene Corporation and the Company is a
Director and shareholders of BioFirst (See Note 12).

 Pursuant to the BioFirst Agreement, the Company
and BioFirst will co-develop and commercialize BFC-1401. The Company will pay BioFirst a total amount of $3,000,000 in cash or stock of
the Company before September 30, 2018 as payment in full for BioFirst's past research efforts and contributions made by BioFirst
before the BioFirst Agreement was executed. The Company is entitled to receive 50% of any future net licensing revenue or net profit associated
with Vitargus. All development cost will be equally shared by both BriVision and BioFirst.

 On September 25, 2017, BioFirst delivered all
research, technical, data and development data to the Company. For the year ended September 30, 2017, the Company determined to fully
expense the entire amount of $3,000,000 since the related licensing rights do not have alternative future uses. According to ASC 730-10-25-1,
absent alternative future uses the acquisition of product rights to be used in research and development activities must be charged to
research and development expenses immediately. Hence, the entire amount of $3,000,000 is fully expensed as research and development expense
during the year ended September 30, 2017.

 On June 30, 2019, the Company entered into a Stock
Purchase Agreement (the "Purchase Agreement") with BioFirst. Pursuant to the Purchase Agreement, the Company issued 428,571
shares of the Company's common stock to BioFirst as payment for $3,000,000 owed by the Company to BioFirst in connection with the
BioFirst Agreement.

 On August 5, 2019, the Company entered into a
second Stock Purchase Agreement with BioFirst whereby the Company issued 414,702 shares of the Company's common stock to BioFirst
as repayment in full for a loan in the amount of $2,902,911 provided to BriVision from BioFirst.

 On November 4, 2020, the Company executed an amendment
to the BioFirst Agreement with BioFirst to add ABV-2001 Intraocular Irrigation Solution and ABV-2002 Corneal Storage Solution to the agreement.
ABV-2002 is utilized during a corneal transplant procedure to replace a damaged or diseased cornea while ABV-2001 has broader utilization
during a variety of ocular procedures.

 Initially the Company will focus on ABV-2002,
a solution utilized to store a donor cornea prior to either penetrating keratoplasty (full thickness cornea transplant) or endothelial
keratoplasty (back layer cornea transplant). ABV-2002 is a solution comprised of a specific poly amino acid that protects ocular tissue
from damage caused by external osmolarity exposure during pre-surgery storage. The specific polymer in ABV-2002 can adjust osmolarity
to maintain a range of 330 to 390 mOsM thereby permitting hydration within the corneal stroma during the storage period. Stromal hydration
results in (a) maintaining acceptable corneal transparency and (b) prevents donor cornea swelling. ABV-2002 also contains an abundant
phenolic phytochemical found in plant cell walls that provides antioxidant antibacterial properties and neuroprotection.

 Early testing by BioFirst indicates that ABV-2002
may be more effective for protecting the cornea and retina during long-term storage than other storage media available today and can be
manufactured at lower cost. Further clinical development was put on hold due to the lack of funding.

 In addition, BioFirst was incorporated on November
7, 2006, focusing on the R&D, manufacturing, and sales of innovative patented pharmaceutical products. The technology of BioFirst
comes from the global exclusive licensing agreements BioFirst maintains with domestic R & D institutions. Currently, BioFirst's
main research and development product is the vitreous substitute (Vitargus), licensed by the National Health Research Institutes.
Vitargus is the world's first bio-degradable vitreous substitute and offers a number of advantages over current vitreous substitutes
by minimizing medical complications and reducing the need for additional surgeries.

 BioFirst has started the construction of a GMP
factory in Hsinchu Biomedical Science Park, Taiwan, with the aim at building a production base to supply the global market, and promote
the construction of bio-degradable vitreous substitute manufacturing centers in Taiwan. Completion of this factory would allow ABVC to
manufacture Vitargus with world-class technology in a GMP certified pharmaceutical factory. BioFirst is targeting to complete the construction
in 2024.

 Co-Development agreement with BioLite Japan
K.K., a related party

 On October 6, 2021 (the "Completion
Date"), the Company, Lucidaim Co., Ltd., a Japanese corporation ("Lucidaim," together with the Company, the "Shareholders"),
and BioLite Japan K.K., a Japanese corporation ("Biolite JP") entered into a Joint Venture Agreement (the "Agreement").
Biolite JP is a private limited company (a Japanese Kabushiki
Kaisha) incorporated on December 18, 2018 and at the date of the Agreement has 10,000 ordinary shares
authorized, with 3,049 ordinary shares issued and outstanding (the "Ordinary Shares"). Immediately prior to the execution
of the Agreement, Lucidaim owned 1,501 ordinary shares and the Company owned the 1,548 ordinary shares. The Shareholders entered into
the joint venture to formally reduce to writing their desire to invest in and operate Biolite as a joint venture. The business of the
joint venture shall be the research and development of drugs, medical device and digital media, investment, fund running and consulting,
distribution and marketing of supplements carried on by Biolite and its subsidiaries in Japan, or any other territory or businesses as
may from time to time be agreed by an amendment to the Agreement. Th e closing of the transaction is conditioned upon the
approval and receipt of all necessary government approvals, which have been received.

 Pursuant to the Agreement and the related share
transfer agreement, the Company shall transfer 54 of its Ordinary Shares to Lucidaim for no consideration, such that following the transfer,
Lucidaim shall own 1,555 Ordinary Shares (51%) and the Company shall own 1,494 Ordinary Shares (49%). Also pursuant to the Agreement,
there shall be 3 directors of Biolite JP, consisting of 1 director appointed by the Company and 2 appointed by Lucidiam. The Company
shall appoint Eugene Jiang, the Company's current Chairman and Chief Business Officer and Lucidaim shall appoint Michihito Onishi;
the current director of Biolite JP, Toru Seo (who is also a director of BioLite Japan's other shareholder), is considered the second
Lucidaim director. The Agreement further provides that the Company and Biolite shall assign the research collaboration and license agreement
between them to Biolite or prepare the same (th e "License Agreement").
The aforementioned transactions occurred on the Completion Date.

 As per the Agreement, the Shareholders shall supervise
and manage the business and operations of Biolite JP. The directors shall not be entitled to any renumeration for their services as a
director and each Shareholder can remove and replace the director he/she/it appointed. If a Shareholder sells or disposes of all of its
Ordinary Shares, the director such Shareholder appointed must tender his/her resignation. The Agreement also sets forth certain corporate
actions that must be pre-approved by all Shareholders (the " Reserved Matters "). If the Shareholders are unable to make
a decision on any Reserved Matter, then either Shareholder can submit a deadlock notice to the other shareholder, 5 days after which they
must refer the matter to each Shareholder's chairman and use good faith to resolve the dispute. If such dispute is not resolved
within 10 days thereafter, then either Shareholder can offer to buy all of the other Shareholder's Ordinary Shares for cash at a
specified price; if there is not affirmative acceptance of the sale, the sale shall proceed as set forth in the sale offer.

 Each of the Shareholders maintains a pre-emptive
right to purchase such number of additional Ordinary Shares as would allow such Shareholder to maintain its ownership percentage in Biolite
JP if Biolite JP issues any new Ordinary Shares. However, the Agreement provides that the Company shall lose its pre-emptive rights under
certain conditions. The Shareholders also maintain a right of first refusal if the other Shareholder receives an offer to buy such shareholder's
Ordinary Shares.

 The Agreement also requires Biolite JP to obtain
a bank facility in the amount of JPY 30,460,000 (approximately USD272,000), for its initial working capital purposes. Pursuant to the
Agreement, each Shareholder agrees to guarantee such bank facility if the bank requires a guarantee. Accordingly, the Company may be liable
for the bank facility in an amount up to JPY 14,925,400 (approximately USD134,000), which represents 49% of the maximum bank facility.
The Agreement further provides that Biolite JP shall issue annual dividends at the rate of at least 1.5% of Biolite JP's profits,
if it has sufficient cash to do so.

 Pursuant to the Agreement, the Company and Biolite
JP agree to use their best efforts to execute the License Agreement by the end of December 2021. The Company agreed that any negotiation
on behalf of Biolite JP regarding the terms of the License Agreement shall be handled by the directors appointed by Lucidaim. If the Company
and such Lucidaim directors do not reach agreement on the terms, Biolite JP may at its sole discretion determine not to execute the License
Agreement without any liability to the Company.

 The Agreement contains non-solicitation and non-compete
clauses for a period of 2 years after a Shareholder or its subsidiaries ceases to be a Shareholder, with such restrictive covenants limited
to business within the ophthalmologic filed or central neurological field. Any rights to intellectual property that arise from Biolite
JP's activities, shall belong to Biolite JP.

 The Agreement contains standard indemnification
terms, except that no indemnifying party shall have any liability for an individual liability unless it exceeds JPY 500,000 (approximately
USD4,500) and until the aggregate amount of all liabilities exceeds JPY 2,000,000 (approximately USD18,000) and then only to the extent
such liability exceed such limit.

 The Company paid $150,000 towards the setup of
the joint venture; BioLite Japan's other shareholder also paid $150,000 after the Letter of Intent was signed.

 The Agreement shall continue for 10 years, unless
earlier terminated. The Agreement also allows a Shareholder to terminate the agreement upon certain defaults committed by another Shareholder,
as set forth in the Agreement.

 This was a related party transaction.
In 2024, the Company recognized fully $150,000 loss in equity method investment based on continuing operating losses of BioLite JP.

 BioKey Revenues

 In addition to collaborative agreements, ABVC
earns revenue through its wholly owned BioKey subsidiary which provides a wide range of Contract Development & Manufacturing Organization
("CDMO") services including API characterization, pre-formulation studies, formulation development, analytical method development,
stability studies, IND/NDA/ANDA/510K submissions, and manufacturing clinical trial materials (from Phase I through Phase III) and commercial
manufacturing of pharmaceutical products.

 In addition, BioKey provides a variety of regulatory
services tailored to the needs of its customers, which include proofreading and regulatory review of submission documents related to formulation
development, clinical trials, marketed products, generics, nutraceuticals and OTC products and training presentations. In addition to
supporting ABVC's new drug development, BioKey submits INDs, NDAs, ANDAs, and DMFs to the FDA, on ABVC's behalf in compliance
with new electronic submission guidelines of the FDA.

 Impact of COVID-19 Outbreak

 On January 30, 2020, the World Health Organization
declared the coronavirus outbreak a "Public Health Emergency of International Concern" and on March 10, 2020, declared it
to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines
in certain areas, and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate
it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including
the geographical area in which the Company operates.

 Due to the COVID-19 pandemic, our revenue for
the fiscal 2022 were significantly impacted. In 2023, our business started recovering from the COVID-19 impact. We have been working on
new contracts towards revenue generation and increase in sales of existing products and incorporating new products for sale.

 The COVID-19 pandemic, including variants,
has adversely affected, and is expected to continue to adversely affect, elements of our CDMO business sector. The COVID-19 pandemic
government imposed restrictions constrained researcher access to labs globally. These constraints limited scientific discovery capacity
and we observed that demand in those labs fell well below historic levels. As constraints on social distancing were gradually lifted around
the world recently, labs have been able to increase research activity. While we believe that underlying demand is still not yet at pre-COVID-19 levels
since lab operations remain below their normal capacity, we are hopeful that the vaccination programs that are underway combined with
policy changes planned for the summer will further increase research activity and support a return to pre-COVID-19 demand levels
worldwide.

 The global pandemic of COVID-19 continues to evolve
rapidly, and we will continue to monitor the situation closely, including its potential effect on our plans and timelines.

 Additionally, it is reasonably possible that estimates
made in the financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions,
including losses on inventory; impairment losses related to goodwill and other long-lived assets and current obligations.

 Restatement of Consolidated Financial Statements

 The Company has restated its financial statements
as of and for the year ended December 31, 2023, to correct misstatements in those prior periods related to improperly applying accounting
guidance on the share-based payments, incorrectly recognizing interest expenses upon the conversion of convertible debts, and misidentifying
the existence of non-controlling interest of our subsidiary.

 As disclosed in Note 5, the Company entered into
a cooperation agreement on August 14, 2023 with Zhong Hui Lian He Ji Tuan, Ltd. (the "Zhonghui") to acquire 20% of the ownership
of certain property and a parcel of the land. According to the agreement, the Company issued 370,000 shares of its common stock as the
consideration, and used $20 dollar per share to recognize the right as construction in progress on the balance sheet.

 At the time of preparing its 2024 financial statements,
the Company reviewed the entire transaction, its relevant agreements and documentation, as well as the applicable accounting guidance.
The Company applied FASB Accounting Standard Codification ("ASC") 845 Nonmonetary Transactions to determine the fair value
of the asset acquired would be more evident than the fair value of the consideration in exchange, the Company's restricted common
stocks. The real estates acquired comes with a third-party valuation of $7,400,000 per the Company's stake, which the value of the
acquired assets is guaranteed by Zhonghui. Upon further review, the Company considered ASC 718 Compensation – Stock Compensation,
should have been the appropriate guidance to apply given the Company's common stocks are listed in Nasdaq with more observable fair
value (Level 1). Furthermore, at the time of issuance of these financial statements, no real estate title was transferred to the Company.
As a result, the Company adjusted the carrying value of the asset and reclassified the balance to "Prepayment for asset acquisition"
account to reflect the value of 370,000 shares issued at $1.87, the closing price as of the contract date. The Company also corrected
the share price used to recognize stock compensation expense from $20 to $1.87 for the 29,600 shares of common stock issued on the same
day to several consultants. As a result, these adjustments reduced $6,708,100 for asset recognized and $536,648 for stock-compensation
expense incurred in 2023.

 In February 2023, the Company issued a convertible
note to LIND Global Fund II, LP (Note 7). Due to misapplication of ASC 470-20 instead of ASC 815-40, the Company overstated interest expenses
$1,179,667 for the year ended December 31, 2023. The overstatement is offsetting against additional paid-in capital due to the convertible
note being converted to the Company's own common stocks instead of being repaid or disposition.

 In November 2023, the Company and one of its subsidiaries
entered into a licensing agreement with AiBtl. The Company accounted for a 100% control of AiBtl as of December 31, 2023, but later discovered
that AiBtl had outstanding founder shares that were not deposited to the stock transfer agent in the timely manner. Such shares reduced
the Company's controlling interest from 100% to 69.70%. Accordingly, the Company adjusted the relevant accounts in our consolidated
financial statements.

 As discussed in Note 12, in July 2019 the Company
issued 644,972 shares (post-split) of the Company's common stock to four consultants for their services. Such stock-based expenses
were amortized over 5 years starting from the issuance date. Per the Company's further review, the services, along with the agreements,
were completed by December 31, 2022. Pursuant to ASC 718, the costs of services should be recognized along with the period when services
are received. Therefore, the Company reversed share-based compensation expenses of $451,480 and $902,960 for the years ended December
31, 2024 and 2023, respectively. The accumulated deficit as of December 31, 2022 was corrected with the Stock Subscription Receivables
for $1,354,440 as a result of such adjustments.

 Impact of the Restatement

 The impact of the restatement on the balance sheets,
statements of operations, and statements of cash flows as of and for the year ended December 31, 2023 is presented below.

 December 31, 2023

 Consolidated Balance Sheets

 Construction in progress

 $
 7,400,000

 $
 (7,400,000
)

 $
 -

 Prepayment for acquisition of assets

 -

 Total Assets

 14,492,599

 (6,708,100
)

 3,696,380

 (148,028
)

 3,548,352

 Convertible notes payable

 569,456

 317,066

 886,522

 173,132

 173,493

 5,932,490

 169,399

 6,101,889

 Total Liabilities

 6,361,627

 169,399

 6,531,026

 Total stockholders' deficit attributable to the Company

 8,388,050

 (6,833,940
)

 1,554,110

 Noncontrolling interest

 (257,078
)

 (43,559
)

 (300,637
)

 Total stockholders' equity

 8,130,972

 (6,877,499
)

 1,253,473

 Total Liabilities and equity

 $
 14,492,599

 $
 (6,708,100
)

 $

 Year Ended December 31, 2023

 Consolidated Statements of Operations

 Stock based compensation

 $
 1,635,708

 $
 (1,449,775
)

 $

 Interest (expenses)

 (2,493,340
)

 1,179,669

 (1,313,671
)

 Net loss attributable to noncontrolling interests

 (394,632
)

 (98,162
)

 (492,794
)

 Net income (loss)

 (10,910,288
)

 2,629,444

 (8,280,844
)

 Basic and diluted net loss per common share

 $
 (2.43
)

 $
 0.63

 $
 (1.80
)

 Year Ended December 31, 2023

 Consolidated Statements of Cash Flows

 Net income (loss)

 $
 (10,910,288
)

 $
 2,629,444

 $
 (8,280,844
)

 1,635,708

 (1,449,775
)

 Other non-cash income and expenses

 2,413,746

 (1,169,504
)

 1,244,242

 786,793

 (148,028
)

 638,765

 Net cash used in operating activities

 (4,048,985
)

 (137,863
)

 (4,186,848
)

 Due to related parties*

 (186,860
)

 (186,499
)

 Proceeds from subsidiary's common stock subscription

 -

 Net cash provided by financing activities

 $
 3,732,100

 $
 137,861

 $
 3,918,961

 *
 Due to related parties previously reported amount was reclassified
to financing activities based on current year's presentation.

 Summary of Critical Accounting Policies

 Basis of Presentation

 The accompanying consolidated financial statements
have been prepared in accordance with the generally accepted accounting principles in the United States of America (the "U.S. GAAP").
All significant intercompany transactions and account balances have been eliminated.

 This basis of accounting involves the application
of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred.
The Company's financial statements are expressed in U.S. dollars.

 Fiscal Year

 The Company changed its fiscal year from the period
beginning on October 1 st and ending on September 30 th to the period beginning on January 1 st and ending
on December 31 st, beginning January 1, 2018.

 Use of Estimates

 The preparation of financial statements in conformity
with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the amount of revenues and expenses during the reporting periods. Actual results could differ materially from
those results.

 Stock Reverse Split

 On July 25, 2023, the Company filed a Certificate
of Amendment to its Articles of Incorporation authorizing a 1-for-10 reverse stock split of the issued and outstanding shares of its common
stock. The Company's stockholders previously approved the Reverse Stock Split at the Company's Special Shareholder Meeting
held on July 7, 2023. The Reverse Stock Split was effected to reduce the number of issued and outstanding shares and to increase the per
share trading value of the Company's common stock, although that outcome is not guaranteed. In turn, the Company believes that the
Reverse Stock Split will enable the Company to restore compliance with certain continued listing standards of NASDAQ Capital Market. All
shares and related financial information in this Form 10-K reflect this 1-for-10 reverse stock split.

 Fair Value Measurements

 FASB ASC 820, "Fair Value Measurements"
defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework
for measuring fair value and expands disclosures about fair value measurements. It requires that an entity measure its financial instruments
to base fair value on exit price, maximize the use of observable units and minimize the use of unobservable inputs to determine the exit
price. It establishes a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy increases
the consistency and comparability of fair value measurements and related disclosures by maximizing the use of observable inputs and minimizing
the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect the
assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent
of the Company. Unobservable inputs are inputs that reflect the Company's own assumptions about the assumptions market participants
would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy prioritizes
the inputs into three broad levels based on the reliability of the inputs as follows:

 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. 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.

 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; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 Level 3 – Valuations based on inputs that are unobservable and not corroborated by market data. 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.

 The carrying values of certain assets and liabilities
of the Company, such as cash and cash equivalents, restricted cash, accounts receivable, due from related parties, inventory, prepaid
expenses and other current assets, accounts payable, accrued liabilities, and due to related parties approximate fair value due to their
relatively short maturities. The carrying value of the Company's short-term bank loan, convertible notes payable, and accrued interest
approximates their fair value as the terms of the borrowing are consistent with current market rates and the duration to maturity is short.
The carrying value of the Company's long-term bank loan approximates fair value because the interest rates approximate market rates
that the Company could obtain for debt with similar terms and maturities.

 Concentration of Clients

 As of December 31, 2024, management estimated
all accounts receivable balances are uncollectible and recognized $11,993 of credit loss.

 As of December 31, 2023, the most major client,
specializes in developing and commercializing of dietary supplements and therapeutics in dietary supplement industry, accounted for 87%
of the Company's total account receivable.

 For the year ended December 31, 2024, the out-licensing
income from our two major licensees, accounts for 58% and 39% of the Company's total revenues.

 For the year ended December 31, 2023, the most major client, distributing
nutritional supplement in Asia Pacific, accounted for 80% of the Company's total revenues.

 Cash and Cash Equivalents

 The Company considers highly liquid investments
with maturities of three months or less to be cash equivalents when purchased. As of December 31, 2024 and 2023, the Company's cash
and cash equivalents amounted to $248,382 and $60,155, respectively. Some of the Company's cash deposits are held in financial institutions
located in Taiwan where there is currently regulation mandated on obligatory insurance of bank accounts. The Company believes this financial
institution is of high credit quality.

 Restricted Cash

 Restricted cash primarily consist of cash held
in a reserve bank account in Taiwan. As of December 31, 2024 and 2023, the Company's restricted cash amounted $615,433 (NTD 20.2
million) and $656,625 (NTD 20.1 million), respectively.

 Concentration of Credit Risk

 The Company's financial instruments that
are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and temporary
cash investments in high quality credit institutions, but these investments may be in excess of Taiwan Central Deposit Insurance Corporation
and the U.S. Federal Deposit Insurance Corporation's insurance limits. The Company does not enter into financial instruments for
hedging, trading or speculative purposes.

 We perform ongoing credit evaluation of our customers
and requires no collateral. An allowance for doubtful accounts is provided based on a review of the collectability of accounts receivable.
We determine the amount of allowance for doubtful accounts by examining its historical collection experience and current trends in the
credit quality of its customers as well as its internal credit policies. Actual credit losses may differ from our estimates.

 Accounts receivable and allowance for expected credit losses accounts

 Accounts receivable is recorded and carried at
the original invoiced amount less an allowance for any potential uncollectible amounts.

 The Company make estimates of expected credit
and collectability trends for the allowance for credit losses and allowance for unbilled receivables based upon our assessment of various
factors, including historical experience, the age of the accounts receivable balances, credit quality of customers, current economic conditions
reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers.
The provision is recorded against accounts receivable balances, with a corresponding charge recorded in the consolidated statements of
income. Actual amounts received may differ from management's estimate of credit worthiness and the economic environment. Delinquent
account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection
is not probable.

 Allowance for expected credit losses accounts
was $616,414 and $616,505 as of December 31, 2024 and 2023, respectively.

 Revenue Recognition

 The Company recognizes revenue in accordance with
ASC Topic 606 (ASC 606), Revenue from Contracts with Customers. Pursuant to ASC 606, the Company recognizes revenue when its customer
obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange
for those goods or services. To determine revenue recognition for arrangements that the Company determines is within the scope of ASC
606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations
in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract;
and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to
contracts when it is probable that the Company will collect the consideration the Company is entitled to in exchange for the goods or
services the Company transfers to the customers. At inception of the contract, once the contract is determined to be within the scope
of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations,
and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction 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
recognizes revenue based on the types of payments the Company receives.

 Collaborative Revenues — The Company
recognizes collaborative revenues generated through collaborative research, development and/or commercialization agreements. The terms
of these agreements typically include payment to the Company related to one or more of the following: non-refundable upfront license fees,
development and commercial milestones, partial or complete reimbursement of research and development costs, and royalties on net sales
of licensed products. Each type of payments results in collaborative revenues except for revenues from royalties on net sales of licensed
products, which are classified as royalty revenues. To date, the Company has not received any royalty revenues. Revenue is recognized
upon satisfaction of a performance obligation by transferring control of a good or service to the collaboration partners.

 As part of the accounting for these arrangements,
the Company applies judgment to determine whether the performance obligations are distinct, and develop assumptions in determining the
stand-alone selling price for each distinct performance obligation identified in the collaboration agreements. To determine the stand-alone
selling price, the Company relies on assumptions which may include forecasted revenues, development timelines, reimbursement rates for
R&D personnel costs, discount rates and probabilities of technical and regulatory success.

 The Company had multiple deliverables under the
collaborative agreements, including deliverables relating to grants of technology licenses, regulatory and clinical development, and marketing
activities. Estimation of the performance periods of the Company's deliverables requires the use of management's judgment.
Significant factors considered in management's evaluation of the estimated performance periods include, but are not limited to,
the Company's experience in conducting clinical development, regulatory and manufacturing activities. The Company reviews the estimated
duration of its performance periods under its collaborative agreements on an annually basis, and makes any appropriate adjustments on
a prospective basis. Future changes in estimates of the performance period under its collaborative agreements could impact the timing
of future revenue recognition.

 (i) Non-refundable upfront payments

 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
from the related non-refundable upfront payments based on the relative standalone selling price prescribed to the license compared to
the total selling price of the arrangement. The revenue is recognized when the license is transferred to the collaboration partners and
the collaboration partners are able to use and benefit from the license. To date, the receipt of non-refundable upfront fees was solely
for the compensation of past research efforts and contributions made by the Company before the collaborative agreements entered into and
it does not relate to any future obligations and commitments made between the Company and the collaboration partners in the collaborative
agreements.

 (ii) Milestone payments

 The Company is eligible to receive milestone payments
under the collaborative agreement with collaboration partners based on achievement of specified development, regulatory and commercial
events. Management evaluated the nature of the events triggering these contingent payments, and concluded that these events fall into
two categories: (a) events which involve the performance of the Company's obligations under the collaborative agreement with collaboration
partners, and (b) events which do not involve the performance of the Company's obligations under the collaborative 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. Management concluded
that each of these payments constitute substantive milestone payments. This conclusion was based primarily on the facts that (i) each
triggering event represents a specific outcome that can be achieved only through successful performance by the Company of one or more
of its deliverables, (ii) achievement of each triggering event was subject to inherent risk and uncertainty and would result in additional
payments becoming due to the Company, (iii) each of the milestone payments is non-refundable, (iv) substantial effort is required to complete
each milestone, (v) the amount of each milestone payment is reasonable in relation to the value created in achieving the milestone, (vi)
a substantial amount of time is expected to pass between the upfront payment and the potential milestone payments, and (vii) the milestone
payments relate solely to past performance. Based on the foregoing, the Company recognizes any revenue from these milestone payments in
the period in which the underlying triggering event occurs.

 (iii) Multiple Element Arrangements

 The Company evaluates multiple element arrangements
to determine (1) the deliverables included in the arrangement and (2) whether the individual deliverables represent separate units of
accounting or whether they must be accounted for as a combined unit of accounting. This evaluation involves subjective determinations
and requires management to make judgments about the individual deliverables and whether such deliverables are separate from other aspects
of the contractual relationship. Deliverables are considered separate units of accounting provided that: (i) the delivered item(s) has
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),
delivery or performance of the undelivered item(s) is considered probable and substantially within its control. In assessing 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. The Company also
considers whether its collaboration partners can use the other deliverable(s) for their intended purpose without the receipt of the remaining
element(s), whether the value of the deliverable is dependent on the undelivered item(s), and whether there are other vendors that can
provide the undelivered element(s).

 The Company recognizes arrangement consideration
allocated to each unit of accounting when all of the revenue recognition criteria in ASC 606 are satisfied for that particular unit of
accounting. In the event that a deliverable does not represent a separate unit of accounting, the Company recognizes revenue from the
combined unit of accounting over the Company's contractual or estimated performance period for the undelivered elements, which is
typically the term of the Company's research and development obligations. If there is no discernible pattern of performance or objectively
measurable performance measures do not exist, then the Company recognizes revenue under the arrangement on a straight-line basis over
the period the Company is expected to complete its performance obligations. Conversely, if the pattern of performance in which the service
is provided to the customer can be determined and objectively measurable performance measures exist, then the Company recognizes revenue
under the arrangement using the proportional performance method. Revenue recognized is limited to the lesser of the cumulative amount
of payments received or the cumulative amount of revenue earned, as determined using the straight-line method or proportional performance
method, as applicable, as of the period ending date.

 At the inception of an arrangement that includes
milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent
nature of the milestone. This evaluation includes an assessment of whether: (1) the consideration is commensurate with either the Company's
performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting
from its performance to achieve the milestone, (2) the consideration relates solely to past performance and (3) the consideration is reasonable
relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, clinical,
regulatory, commercial, and other risks that must be overcome to achieve the particular milestone and the level of effort and investment
required to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether
a milestone satisfies all of the criteria required to conclude that a milestone is substantive. Milestones that are not considered substantive
are recognized as earned if there are no remaining performance obligations or over the remaining period of performance, assuming all other
revenue recognition criteria are met.

 (iv) Royalties and Profit Sharing Payments

 Under the collaborative agreement with the collaboration
partners, the Company is entitled to receive royalties on sales of products, which is at certain percentage of the net sales. The Company
recognizes revenue from these events based on the revenue recognition criteria set forth in ASC 606. Based on those criteria, the Company
considers these payments to be contingent revenues, and recognizes them as revenue in the period in which the applicable contingency is
resolved.

 Revenues Derived from Research and Development
Activities Services — Revenues related to research and development and regulatory activities are recognized when the related services
or activities are performed, in accordance with the contract terms. 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 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. If the Company determines
an option is a material right, the Company will consider the option a separate performance obligation.

 If the Company is entitled to reimbursement from
its customers for specified research and development expenses, the Company accounts for the related services that it provides as separate
performance obligations if it determines that these services represent a material right. The Company also determines whether the reimbursement
of research and development expenses should be accounted for as revenues or an offset to research and development expenses in accordance
with provisions of gross or net revenue presentation. The Company recognizes the corresponding revenues or records the corresponding offset
to research and development expenses as it satisfies the related performance obligations.

 The Company then determines the transaction price
by reviewing the amount of consideration the Company is eligible to earn under the contracts, including any variable consideration. Under
the outstanding contracts, consideration typically includes fixed consideration and variable consideration in the form of potential milestone
payments. At the start of an agreement, the Company's transaction price usually consists of the payments made to or by the Company
based on the number of full-time equivalent researchers assigned to the project and the related research and development expenses incurred.
The Company does not typically include any payments that the Company may receive in the future in its initial transaction price because
the payments are not probable. The Company would reassess the total transaction price at each reporting period to determine if the Company
should include additional payments in the transaction price.

 The Company receives payments from its customers
based on billing schedules established in each contract. Upfront payments and fees may be recorded as advance from customers upon receipt
or when due, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these
arrangements. Amounts are recorded as accounts receivable when the right of the Company to consideration is unconditional. The Company
does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period
between payment by the customers and the transfer of the promised goods or services to the customers will be one year or less.

 Property and Equipment

 Property and equipment is carried at cost net
of accumulated depreciation. Repairs and maintenance are expensed as incurred. Expenditures that improve the functionality of the related
asset or extend the useful life are capitalized. When property and equipment is retired or otherwise disposed of, the related gain or
loss is included in operating income. Leasehold improvements are depreciated on the straight-line method over the shorter of the remaining
lease term or estimated useful life of the asset. Depreciation is calculated on the straight-line method, including property and equipment
under capital leases, generally based on the following useful lives:

 Estimated Life

in Years

 Buildings and leasehold improvements

 5 ~ 50

 Machinery and equipment

 5 ~ 10

 Office equipment

 3 ~ 6

 Impairment of Long-Lived Assets

 The Company has adopted ASC subtopic 360-10, Property,
Plant and Equipment ("ASC 360-10"). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and
used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances
warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a
forecasted inability to achieve break-even operating results over an extended period. Should impairment in value be indicated, the carrying
value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition
of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less
costs to sell.

 Long-term Equity Investment

 The Company acquires the equity investments to
promote business and strategic objectives. The accounting treatment for equity investments, where the Company does not have control over
the investees, is as follows:

 Marketable equity investments: The Company measures marketable equity securities at fair value
 at each reporting date, with unrealized gains and losses recognized in net income in accordance with ASC 321. Fair value is determined
 based on quoted market prices or other observable inputs.

 Non-marketable equity investments: When the equity method does not apply, non-marketable equity investments are accounted for at cost, adjusted for observable price changes in orderly transactions for identical or similar investments and for impairments, if applicable.

 Equity method investments: Investments in which the Company has the ability to exercise significant influence, but not control, over the investee, are accounted for using the equity method. The Company recognizes its proportionate share of the investee's income or loss in gains (losses) on equity investments on a monthly basis.

 Significant judgment is required to identify whether
an impairment exists in the valuation of the Company's non-marketable equity investments, considering this a critical accounting
estimate. Its yearly analysis considers both qualitative and quantitative factors that may have a significant impact on the investee's
fair value. Qualitative analysis of its investments involves understanding the financial performance and near-term prospects of the investee,
changes in general market conditions in the investee's industry or geographic area, and the management and governance structure
of the investee. Quantitative assessments of the fair value of its investments are developed using the market and income approaches. The
market approach includes the use of comparable financial metrics of private and public companies and recent financing rounds. The income
approach includes the use of a discounted cash flow model, which requires significant estimates regarding the investees' revenue,
costs, and discount rates. The Company's assessment of these factors in determining whether an impairment exists could change in
the future due to new developments or changes in applied assumptions.

 Other-Than-Temporary Impairment

 The Company periodically reviews its non-marketable equity investments
and equity method investments, with recognition in earnings when declines in value are considered other than temporary. the Company assesses
the severity and duration of any impairment, along with qualitative and quantitative factors, such as the investee's financial performance,
adverse market or regulatory conditions, operational changes, or additional funding needs. Evidence of a loss in value might include the
inability to recover the carrying amount of the investment or the investee's failure to sustain earnings capacity to justify its
valuation. Impairments deemed other than temporary are recorded in gains (losses) on equity investments, even if the decline exceeds the
losses recognized under the equity method, where applicable.

 Convertible Notes Payable

 The Company accounts for convertible notes payable in accordance with
ASC 470-20, Debt with Conversion and Other Options, and ASC 815, Derivatives and Hedging, as applicable. Upon issuance, the Company evaluates
whether the embedded conversion feature should be bifurcated as a derivative under ASC 815 or classified within equity under ASC 470-20.
This assessment includes analyzing the terms of the conversion feature and determining if it requires separate accounting. If the conversion
feature is classified as equity, the proceeds from the issuance are allocated between the debt and equity components. The debt component
is recorded at its fair value, and the residual amount is allocated to equity. The debt component is carried at amortized cost, with any
discount amortized to interest expense over the term of the note using the effective interest method. Upon conversion, the carrying amount
of the debt is reclassified to equity, and no gain or loss is recognized. If the note is settled in cash, any difference between the carrying
amount and the settlement amount is recognized in earnings.

 Warrants

 The Company accounts for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance
in ASC 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815").
The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability
pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether
the warrants are indexed to the Company's own common shares and whether the warrant holders could potentially require "net
cash settlement" in a circumstance outside of the Company's control, among other conditions for equity classification. This
assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly
period end date while the warrants are outstanding. The Company determined that upon further review of the warrant agreement, the Public
Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

 For issued or modified warrants that meet all of the criteria for equity
classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants
that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial
fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized
as a non-cash gain or loss on the statements of operations.

 Research and Development Expenses

 The Company accounts for the cost of using licensing
rights in research and development cost according to ASC Topic 730-10-25-1. This guidance provides that absent alternative future uses
the acquisition of product rights to be used in research and development activities must be charged to research and development expenses
when incurred.

 The Company accounts for R&D costs in accordance
with Accounting Standards Codification ("ASC") 730, Research and Development ("ASC 730"). Research and development
expenses are charged to expense as incurred unless there is an alternative future use in other research and development projects or otherwise.
Research and development expenses are comprised of costs incurred in performing research and development activities, including personnel-related
costs, facilities-related overhead, and outside contracted services including clinical trial costs, manufacturing and process development
costs for both clinical and preclinical materials, research costs, and other consulting services. Non-refundable advance payment for goods
and services that will be used in future research and development activities are expensed when the activity has been performed or when
the goods have been received rather than when the payment is made. In instances where the Company enters into agreements with third parties
to provide research and development services, costs are expensed as services are performed.

 Post-retirement and post-employment benefits

 The Company's subsidiaries in Taiwan adopted
the government mandated defined contribution plan pursuant to the Labor Pension Act (the "Act") in Taiwan. Such labor regulations
require that the rate of contribution made by an employer to the Labor Pension Fund per month shall not be less than 6% of the worker's
monthly salaries. Pursuant to the Act, the Company makes monthly contribution equal to 6% of employees' salaries to the employees'
pension fund. The Company has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee
benefits, which were expensed as incurred, were $11,642 and $10,314 for the years ended December 31, 2024 and 2023, respectively. Other
than the above, the Company does not provide any other post-retirement or post-employment benefits.

 Stock-based Compensation

 The Company measures expense associated with all
employee stock-based compensation awards using a fair value method and recognizes such expense in the consolidated financial statements
on a straight-line basis over the requisite service period in accordance with ASC Topic 718 "Compensation-Stock Compensation".
Total employee stock-based compensation expenses were $1,995,049 and $0 for the years ended December 31, 2024 and 2023, respectively.

 The Company accounted for stock-based compensation
to non-employees in accordance with FASB ASC Topic 718 "Compensation-Stock Compensation" and FASB ASC Topic 505-50 "Equity-Based
Payments to Non-Employees" which requires that the cost of services received from non-employees is measured at fair value at the
earlier of the performance commitment date or the date service is completed and recognized over the period the service is provided. Total
non-employee stock-based compensation expenses were $506,583 and $185,933 for the years ended December 31, 2024 and 2023, respectively.

 Income Taxes

 The Company accounts for income taxes using the
asset and liability approach which allows the recognition and measurement of deferred tax assets to be based upon the likelihood of realization
of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax
purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before the Company
is able to realize their benefits, or future deductibility is uncertain.

 Under ASC 740, a tax position is recognized as
a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not
that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical
merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount
of benefits recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50
percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition
threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that
no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the
threshold is no longer satisfied. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense
in the year incurred. No significant penalty or interest relating to income taxes has been incurred for the years ended December 31, 2024
and 2023. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures
and transition.

 Valuation of Deferred Tax Assets

 A valuation allowance is recorded to reduce the
Company's deferred tax assets to the amount that is more likely than not to be realized. In assessing the need for the valuation
allowance, management considers, among other things, projections of future taxable income and ongoing prudent and feasible tax planning
strategies. If the Company determines that sufficient negative evidence exists, then it will consider recording a valuation allowance
against a portion or all of the deferred tax assets in that jurisdiction. If, after recording a valuation allowance, the Company's
projections of future taxable income and other positive evidence considered in evaluating the need for a valuation allowance prove, with
the benefit of hindsight, to be inaccurate, it could prove to be more difficult to support the realization of its deferred tax assets.
As a result, an additional valuation allowance could be required, which would have an adverse impact on its effective income tax rate
and results. Conversely, if, after recording a valuation allowance, the Company determines that sufficient positive evidence exists in
the jurisdiction in which the valuation allowance was recorded, it may reverse a portion or all of the valuation allowance in that jurisdiction.
In such situations, the adjustment made to the deferred tax asset would have a favorable impact on its effective income tax rate and results
in the period such determination was made.

 Loss Per Share of Common Stock

 The Company calculates net loss per share in accordance
with ASC 260, "Earnings per Share". Basic loss per share is computed by dividing the net loss by the weighted average number
of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator
is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents
had been issued and if the additional common shares were dilutive. Diluted earnings per share excludes all dilutive potential shares if
their effect is anti-dilutive.

 Commitments and Contingencies

 The Company has adopted ASC 450 "Contingencies"
subtopic 20, in determining its accruals and disclosures with respect to loss contingencies. Accordingly, estimated losses from loss contingencies
are accrued by a charge to income when information available before financial statements are issued or are available to be issued indicates
that it is probable that an assets had been impaired or a liability had been incurred at the date of the financial statements and the
amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency
is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably
possible that a material loss could be incurred.

 Foreign-currency Transactions

 For the Company's subsidiaries in Taiwan,
the foreign-currency transactions are recorded in New Taiwan dollars ("NTD") at the rates of exchange in effect when the transactions
occur. Gains or losses resulting from the application of different foreign exchange rates when cash in foreign currency is converted into
New Taiwan dollars, or when foreign-currency receivables or payables are settled, are credited or charged to income in the year of conversion
or settlement. On the balance sheet dates, the balances of foreign-currency assets and liabilities are restated at the prevailing exchange
rates and the resulting differences are charged to current income except for those foreign currencies denominated investments in shares
of stock where such differences are accounted for as translation adjustments under the Statements of Stockholders' Equity (Deficit).

 Segment Reporting

 ASC 280 "Segment Reporting" requires
public companies to report financial and descriptive information about their reportable operating segments. The Company identifies the
operating segments based on how the chief operating decision maker internally evaluates separate financial information, business activities
and management responsibility.

 The Company currently has one reportable
segment.

 Recent Accounting Pronouncements

 In August 2023, the FASB issued ASU 2023-05, Business
Combinations—Joint Venture Formations (Subtopic 805-60) which requires certain joint ventures to apply a new basis of accounting
upon formation by recognizing and initially measuring most of their assets and liabilities at fair value. The guidance does not apply
to joint ventures that may be proportionately consolidated and those that are collaborative arrangements. ASU 2023-05 is effective for
joint venture with a formation date on or after January 1, 2025, early adoption is permitted. The Company is currently evaluating the
impact that the standard will have on its unaudited consolidated financial statements.

 In December 2023, the FASB issued ASU No. 2023-09,
Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity's effective
tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual
periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued
or made available for issuance. This ASU will likely result in the required additional disclosures being included in our consolidated
financial statements once adopted.

 In November 2024, the FASB issued ASU No. 2024-03,
Expense Disaggregation Disclosures (Subtopic 220-40). The ASU requires disclosure of specified information about certain costs and expenses.
This includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The ASU is effective
on a prospective or retrospective basis for annual reporting period beginning after December 15, 2026, and interim reporting period beginning
after December 15, 2027. Early adoption is permitted. This ASU will likely result in the required additional disclosures being included
in our consolidated financial statements once adopted.

 Estimates and Assumptions

 In preparing our consolidated financial statements,
we use estimates and assumptions that affect the reported amounts and disclosures. Our estimates are often based on complex judgments,
probabilities and assumptions that we believe to be reasonable, but that are inherently uncertain and unpredictable. We are also subject
to other risks and uncertainties that may cause actual results to differ from estimated amounts.

 Results of Operations — Year Ended December
31, 2024 Compared to Year Ended December 31, 2023.

 Year Ended December 31

 2024

 Increase / (Decrease)

 %

 Revenue

 $
 509,589

 $
 152,430

 $
 357,159

 %

 Gross Profit

 $
 508,826

 $
 (149,607
)

 $
 658,433

 -440
 %

 Operating Expenses

 $
 5,214,068

 $
 6,617,127

 $
 (1,403,059
)

 -21
 %

 Loss from Operations

 $
 (4,705,242
)

 $
 (6,766,734
)

 $
 2,061,492

 -30
 %

 Other (Expense), Net

 $
 (664,334
)

 $
 (1,258,104
)

 $
 593,770

 -47
 %

 Interest (Expense), Net

 $
 (738,541
)

 $
 (1,128,190
)

 $
 389,649

 -35
 %

 Net (Loss)

 $
 (5,259,037
)

 $
 (8,280,844
)

 $
 3,021,807

 -36
 %

 Revenues. We generated $509,589
and $152,430 in revenues for the years ended December 31, 2024 and 2023, respectively. The increase of $357,159, or approximately 234%,
was primarily caused by outlicensing our intellectual properties completed in 2024, comparing to certain CDOM service provided in 2023.

 Operating Expenses. Our operating
expenses were $5,214,068 for the year ended December 31, 2024, compared to $6,617,127 for the year ended December 31, 2023. Such decrease
in operating expenses was mainly attributable to the decreased in selling, general and administrative expenses, decreased in research
and development expenses, but offset by increasing in stock-based compensation expenses. We have been focusing our cost control initiatives
to reduce to cash burns, with payments made with our restricted stocks.

 Other Expense, Net. Other expense was $664,334 for the
year ended December 31, 2024, compared to other expense of $1,258,104 for the year ended December 31, 2023. The change was principally
caused by the decrease in interest expense, mainly from the convertible notes payable (pay off the 1 st Lind Note and monthly
repayment of 2 nd Lind Note), while being offset by increase in loss on investment in equity securities for the year ended December
31, 2024.

 Interest Income (Expense), Net,
was $(738,541) for the year ended December 31, 2024, compared to $(1,128,190) for the year ended December 31, 2023. The decrease of $389,649
(or approximately 35%, was primarily due to the decrease in interest expense related to recognition of less interest expense for the converted
notes for proper accounting purpose.

 Net Loss. The net loss was $5,259,037
for the year ended December 31, 2024, compared to $8,280,844 for the year ended December 31, 2023. The Company reduce its net loss by
$3,021,807 or approximately 36% during the year ended December 31, 2024, through more cost efficient funding resources and discontinuing
certain consulting services.

 Liquidity and Capital Resources

 Working Capital

 As of
 2024

 As of
 2023
 (Restated)

 Current Assets

 $
 2,179,815

 $
 1,656,709

 $
 6,557,461

 $
 6,101,889

 Working Deficit

 $
 (4,377,646
)

 $
 (4,445,180
)

 Year Ended December 31

 2024

 Change

 %

 Cash Flow Used In Operating Activities

 $
 (1,809,145
)

 $
 (4,186,848
)

 $
 2,377,703

 -57
 %

 Cash Flow Used in Investing Activities

 $
 -

 $
 (360,186
)

 $
 360,186

 -100
 %

 Cash Flow Provided by Financing Activities

 $
 1,980,769

 $
 3,869,961

 $
 (1,889,192
)

 -49
 %

 Cash Flow from Operating Activities

 During the years ended December 31, 2024 and 2023, the net cash used
in operating activities were $1,809,145 and $4,186,848, respectively. The decrease in the amount of outflow $2,377,703 was primarily due
to the increased in stock-based compensation as a payment for certain operating expenses, reduced in provision of credit losses, and increased
in due to related parties.

 Cash Flow from Investing Activities

 During the years ended December 31, 2024 and 2023,
the net cash used in investing activities were $0 and $360,186, respectively. The decrease in the amount of $360,186 was primarily due
to the decrease in prepayment for equity investment and purchase of equipment, while being offset by the increase in prepayment for long-term
investments during the year ended December 31, 2024.

 Cash Flow from Financing Activities

 During the years ended December 31, 2024 and 2023, the net cash provided
by financing activities were $1,980,769 and $3,869,961, respectively. The Company's financing activities in year 2024 are mainly
focusing on reducing our debt and interest burden, while initiating certain fund raising activities through our subsidiary, AiBtl. During
the year, we only sold the 3 rd convertible note to Lind but paid off the 1st Lind Note and 2/3 of the 2nd Lind Note. We also
issued certain common stock warrants as part of our financing activities in 2024. Comparing to 2023, we mainly relied on Lind Notes and
warrants as our financing resource. We are on the process to reduce the reliance to the private equity funding as our out-licensing activities
have remarkable breakthrough in 2024.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

 Not applicable.

 Item
8. Financial Statements and Supplementary Data

 Our Consolidated Financial Statements and Notes thereto and the report
of Simon & Edward, LLP, our independent registered public accounting firm, are set forth on pages F-1 through F-41 of this Report.

 PAGE

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 2485)

 PAGE

 CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2024 AND DECEMBER 31, 2023.

 PAGE

 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023.

 PAGE

 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023.

 PAGES

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) FOR THE YEARS ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023.

 PAGES

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

 F- 1

 17506 Colima Road, Ste 101,

 Rowland Heights, CA 91748

 Tel: +1 (626) 581-0818

 Fax: +1 (626) 581-0809

 REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 Shareholders and Board of Directors

 ABVC BioPharma, Inc.

 Fremont, CA

 Opinion on the Consolidated
Financial Statements

 We have audited the accompanying
consolidated balance sheets of ABVC BioPharma, Inc. and subsidiaries (the "Company") as of December 31, 2024 and 2023, the
related consolidated statements of operations and comprehensive loss, stockholders' equity (deficit), and cash flows for each of
the years then ended, and the related notes (collectively referred to as the "consolidated financial statements"). In our
opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December
31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States of America.

 Substantial Doubt
About the Company's Ability to Continue as a Going Concern

 The accompanying consolidated
financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the consolidated
financial statements, the Company incurred substantial losses during the year ended December 31, 2024. As of December 31, 2024, the Company
had a working capital deficit and net cash outflows from operating activities. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified
with respect to this matter.

 Basis for Opinion

 These consolidated financial
statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an
understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no such opinion.

 F- 2

 Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matters communicated below
are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated
to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and
(2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Prepayment for asset acquisition

 As described in Notes 5 of the consolidated financial
statements, the Company entered into a cooperation agreement on August 14, 2023, under which it is expected to acquire ownership of certain
properties and a parcel of land in Chengdu, China, by issuing 370,000 shares of common stock.

 We identified the accounting for the initial recognition
of the prepayment as a critical audit matter due to the Company's use of its own common stock as consideration, coupled with the
fact that the target assets were still under construction. This led to a high degree of auditor judgment, subjectivity and significant
audit effort was required in performing procedures to evaluate management's determination of the cost and timing of control obtained.

 The primary procedures we performed to address
this critical audit matter included:

 Obtained and reviewed the cooperation agreement
and other related legal documents, to evaluate the terms and conditions.

 Inquired with the management regarding the arrangement
outlined in the agreement

 Inspected the real property ownership certificate
issued by the PRC authorities.

 Inspected the appraisal report of the real property
under construction.

 Tested the issuance of common stock through transfer
agent confirmation procedure.

 Examined the fair value applied in determining
the cost of the acquired asset.

 Verified the recognition of the asset by recalculating
the cost to ensure accuracy.

 F- 3

 Issuance and Conversion of Senior Convertible Promissory Note (the
"Notes")

 As outlined in Note 7 to the consolidated financial
statements, during the reporting period, the Company issued multiple convertible notes with detachable warrants. These financial instruments
involved complex terms related to conversion features, fair value allocation, and classification between liabilities and equity under
applicable accounting standards.

 We identified the issuance and subsequent conversion
of these notes as a critical audit matter due to the complexity of the financial instruments and the significant auditor judgment required.
Auditing these matters involved extensive procedures and effort to evaluate management's accounting conclusions and application
of the relevant guidance.

 The primary procedures we performed to address
this critical audit matter included:

 Obtained and reviewed the agreements for the
convertible notes and detachable warrants to understand the key terms.

 Evaluated management's analysis of the
classification and measurement of the convertible notes and warrants.

 Tested the fair value measurements used in allocating
proceeds and assessing conversion features.

 Verified the initial recognition of the Notes
by reviewing the amortization schedules, testing the inputs, and independently recalculating the schedules for accuracy.

 Assessed the accuracy and completeness of subsequent
accounting entries, including verification of principal repayments and conversions to equity.

 Confirmed the ending balances through direct
confirmations obtained from the creditors.

 /s/ Simon & Edward, LLP

 We have served as the Company's auditor since
2024.

 PCAOB ID: 2485

 Rowland Heights, California

 F- 4

 CONSOLIDATED BALANCE SHEETS

 2024

 2023

 (Restated)

 ASSETS

 Current Assets

 Cash and cash equivalents

 $
 248,382

 $
 60,155

 Restricted cash

 615,433

 656,625

 Accounts receivable, net

 -

 1,530

 Accounts receivable – related parties, net

 -

 10,463

 Due from related parties – current

 1,155,051

 747,573

 Short-term investments

 64,736

 79,312

 Prepaid expense and other current assets

 96,213

 101,051

 Total Current Assets

 2,179,815

 1,656,709

 Property and equipment, net

 511,088

 569,278

 Operating lease right-of-use assets

 640,387

 809,283

 Long-term investments

 2,258,754

 2,527,740

 Prepayment for long-term investments

 1,124,842

 1,274,842

 Prepayment for asset acquisition

 Other non-current assets

 133,121

 141,231

 Due from related parties – non-current, net

 -

 113,516

 Total Assets

 $
 7,539,907

 $

 LIABILITIES AND EQUITY

 Short-term bank and other loans

 $
 840,252

 $
 899,250

 3,509,422

 3,548,352

 Contract liabilities

 81,115

 79,500

 Taxes payables

 -

 112,946

 Operating lease liabilities – current

 403,581

 401,826

 773,045

 173,493

 Convertible notes payable – third parties, net

 950,046

 886,522

 Total Current Liabilities

 6,557,461

 6,101,889

 Tenant security deposit

 21,680

 21,680

 Operating lease liability – non-current

 236,807

 407,457

 Total Liabilities

 6,815,948

 6,531,026

 COMMITMENTS AND CONTINGENCIES

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

 -

 -

 Common stock, $ 0.001 par value, 100,000,000 authorized, 13,868,484 and 7,940,298 shares issued and outstanding as of December 31, 2024 and 2023, respectively (1)

 13,868

 7,940

 Stock to be issued

 -

 Additional paid-in capital

 78,595,065

 73,978,380

 Accumulated deficit

 ( 68,949,807
)

 ( 64,046,929
)

 Accumulated other comprehensive income

 445,665

 516,387

 Treasury stock

 ( 8,909,691
)

 ( 8,901,668
)

 Total Stockholders' equity

 1,226,140

 1,554,110

 Noncontrolling interest

 ( 502,181
)

 ( 300,637
)

 Total Equity

 723,959

 1,253,473

 Total Liabilities and Equity

 $
 7,539,907

 $

 (1)
 Prior period results have been adjusted to reflect the 1-for-10 reverse stock split effected on July 25, 2023.

 The accompanying notes are an integral part
of these consolidated financial statements.

 F- 5

 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS

 FOR THE YEARS ENDED DECEMBER
31, 2024 AND 2023

 2024

 Revenue

 $
 509,589

 $
 152,430

 Cost of revenue

 302,037

 Gross profit (loss)

 508,826

 ( 149,607
)

 Operating expenses

 Selling, general and administrative expenses

 2,261,336

 5,368,278

 Research and development expenses

 179,272

 1,062,916

 2,773,460

 Total operating expenses

 5,214,068

 6,617,127

 Loss from operations

 ( 4,705,242
)

 ( 6,766,734
)

 Other income (expense)

 Interest income

 87,358

 185,481

 Interest expense

 ( 825,899
)

 ( 1,313,671
)

 Operating sublease income

 48,478

 65,900

 Gain (loss) on foreign exchange changes

 ( 25,135
)

 22,690

 Loss on investment in equity securities

 ( 339,171
)

 ( 221,888
)

 Write off unclaimed accrued liabilities

 255,592

 -

 Other income, net

 134,443

 3,384

 Total other income (expenses)

 ( 664,334
)

 ( 1,258,104
)

 Loss before provision for income tax

 ( 5,369,576
)

 ( 8,024,838
)

 Provision for income tax expense

 ( 110,539
)

 256,006

 ( 5,259,037
)

)

 Net loss attributable to noncontrolling interests

 ( 356,159
)

 ( 492,794
)

 Net loss attributed to ABVC and subsidiaries

 ( 4,902,878
)

 ( 7,788,050
)

 Foreign currency translation adjustment

 ( 70,722
)

 ( 741
)

 Comprehensive loss

 $
 ( 4,973,600
)

 $
 ( 7,788,791
)

 Net loss per share:

 Basic and diluted

 $
 ( 0.42
)

 $
 ( 1.80
)

 Weighted average number of common shares outstanding (1):

 Basic and diluted

 11,673,980

 4,335,650

 (1)
 Prior period results have been adjusted to reflect the 1-for-10 reverse stock split effected on July 25, 2023.

 The accompanying notes are an integral part
of these consolidated financial statements.

 F- 6

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023

 2024

 2023
 (Restated)

 Cash flows from operating activities

 $
 ( 5,259,037
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation

 32,025

 28,531

 2,773,460

 Provision for doubtful accounts

 11,993

 1,455,101

 Other non-cash expenses, net

 532,769

 1,244,245

 Loss on investment in equity securities

 339,171

 221,888

 Amortization of right-of-use asset

 168,896

 351,859

 Deferred tax expense

 -

 115,668

 Changes in operating assets and liabilities:

 Accounts receivable

 -

 228,557

 Prepaid expenses and other current assets

 12,948

 101,926

 Due from related parties

 ( 293,962
)

 ( 321,776
)

 152,819

 638,762

 Contract liabilities

 1,615

 68,515

 Tenant security deposit

 -

 13,700

 Taxes payables

 ( 112,946
)

 112,946

 Operating lease liabilities

 ( 168,896
)

 ( 351,859
)

 Net cash used in operating activities

 ( 1,809,145
)

 ( 4,186,848
)

 Cash flows from investing activities

 Purchase of equipment

 -

 ( 21,201
)

 Prepayment for equity investment

 -

 ( 338,985
)

 Net cash used in investing activities

 -

 ( 360,186
)

 Cash flows from financing activities

 Issuance of common stock

 -

 1,050,000

 Repayment of short-term bank loans

 ( 29,152
)

 ( 1,000,000
)

 Proceeds from issuance of warrants

 394,071

 2,406,338

 Proceeds from exercise of warrants

 947,500

 -

 Proceeds from (repayment of) related party payables

 599,552

 ( 186,499
)

 Proceeds from convertible notes payable

 342,095

 1,462,622

 Repayment of convertible notes payable

 ( 327,017
)

 -

 Repurchase of treasury stocks

 ( 7,320
)

 -

 Proceeds from issuance of a promissory note

 -

 Proceeds from common stock subscription

 -

 Proceeds from subsidiary's executive contribution

 -

 Net cash provided by financing activities

 1,980,769

 3,869,961

 Effect of exchange rate changes on cash and cash equivalents and restricted cash

 ( 24,589
)

 2,125

 Net increase (decrease) in cash and cash equivalents and restricted cash

 147,035

 ( 674,948
)

 Cash and cash equivalents and restricted cash

 Beginning

 716,780

 1,391,728

 Ending

 $
 863,815

 $
 716,780

 Supplemental disclosure of cash flows

 Cash paid during the year for:

 Interest expense paid

 $
 22,539

 $
 33,180

 Income taxes paid

 $
 25,863

 $
 27,392

 Non-cash financing and investing activities

 Prepayment for asset acquisition by issuing common stock to a third party

 $
 -

 $

 Issuance of common stock for conversion of debt

 $
 593,714

 $
 1,786,686

 Issuance of subsidiary's common stock for consulting services

 $
 383,500

 $
 -

 The accompanying notes are an integral part
of these consolidated financial statements.

 F- 7

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY

 FOR THE YEAR ENDED DECEMBER 31, 2024 AND 2023
(Restated)

 Common Stock

 Stock

 Sub

 Additional

 Treasury Stock

 Non

 shares (1)

 Amounts (1)

 Subscribed

 stock

 scription

 Receivable

 Paid-in

 Capital

 Accumulated

 Deficit

 Comprehensive

 Income

 Shares

 Amount

 controlling

 Stockholders'

 Balance at December 31, 2022

 3,286,190

 $
 3,286

 $
 -

 $
 ( 1,354,440
)

 $
 67,937,050

 $
 ( 54,904,439
)

 $
 517,128

 ( 27,535
)

 $
 ( 9,100,000
)

 $
 137,554

 $
 3,236,139

 Prior
 period adjustment

 -

 -

 -

 1,354,440

 -

 ( 1,354,440

)

 -

 -

 -

 -

 -

 Issuance of common shares for cash

 300,000

 -

 -

 1,049,700

 -

 -

 -

 -

 -

 1,050,000

 Issuance of common shares for consulting service

 51,941

 -

 -

 196,048

 -

 -

 -

 -

 -

 196,100

 Issuance of common shares for acquiring of Property

 370,000

 -

 -

 691,530

 -

 -

 -

 -

 -

 Issuance of common shares for exercise of convertible notes

 3,732,167

 3,732

 -

 -

 1,782,954

 -

 -

 -

 -

 -

 1,786,686

 Warrant issued with convertible notes payable

 -

 -

 -

 -

 1,729,029

 -

 -

 -

 -

 -

 1,729,029

 Issuance of pre-funded warrant

 -

 -

 -

 -

 700,000

 -

 -

 -

 -

 -

 700,000

 Exercise of pre-funded warrant

 -

 -

 ( 200
)

 -

 -

 -

 -

 -

 -

 Subsidiary executive contribution

 -

 -

 -

 -

 82,897

 -

 -

 -

 -

 54,603

 Net loss for the period

 -

 -

 -

 -

 -

 ( 7,788,050
)

 -

 -

 -

 ( 492,794
)

)

 Cumulative transaction adjustments

 -

 -

 -

 -

 -

 -

 ( 741
)

 -

 -

 -

 ( 741
)

 Distribute as employee compensation

 -

 -

 -

 -

 ( 190,628
)

 -

 -

 198,332

 -

 7,704

 Balance at December 31, 2023

 7,940,298

 7,940

 -

 -

 73,978,380

 ( 64,046,929
)

 516,387

 ( 26,553
)

 ( 8,901,668
)

 ( 300,637
)

 1,253,473

 Issuance of common shares for Lind CN

 1,705,303

 1,706

 -

 -

 592,008

 -

 -

 -

 -

 -

 593,714

 Issuance of pre-funded warrant

 -

 -

 -

 -

 394,071

 -

 -

 -

 -

 -

 394,071

 Issuance of common shares for acquisition of property

 703,496

 -

 -

 -

 -

 -

 ( 703,496
)

 ( 703
)

 -

 -

 2,019,387

 2,019

 -

 -

 2,451,854

 -

 -

 -

 -

 -

 2,453,873

 Issuance of common shares for exercise of warrants

 1,500,000

 1,500

 -

 -

 946,000

 -

 -

 -

 -

 -

 947,500

 Repurchase of common stock from a prior employee

 -

 -

 -

 -

 -

 -

 -

 ( 592
)

 ( 7,320
)

 -

 ( 7,320
)

 Stock subscription received

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Issuance of subsidiary's common shares for consulting service

 -

 -

 -

 -

 225,690

 -

 -

 -

 -

 157,810

 383,500

 Debt discount recognized from Issuance of subsidiary's convertible note

 -

 -

 -

 -

 2,276

 -

 -

 -

 -

 1,591

 3,867

 Decrease in ownership of subsidiary due to share issuance

 -

 -

 -

 -

 4,786

 -

 -

 -

 -

 ( 4,786)

 -

 Net loss for the period

 -

 -

 -

 -

 -

 ( 4,902,878
)

 -

 -

 -

 ( 356,159
)

 ( 5,259,037
)

 Cumulative transaction adjustments

 -

 -

 -

 -

 -

 -

 ( 70,722
)

 -

 -

 -

 ( 70,722
)

 Balance at December 31, 2024

 13,868,484

 $
 13,868

 $

 $
 -

 $
 78,595,065

 $
 ( 68,949,807
)

 $
 445,665

 ( 730,641
)

 $
 ( 8,909,691
)

 $
 ( 502,181
)

 $
 723,959

 (1)
 Prior period results have been adjusted to reflect the 1-for-10 reverse stock split effected on July 25, 2023.

 The accompanying notes are an integral part
of these consolidated financial statements.

 F- 8

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

 ABVC BioPharma, Inc. (the "Company"),
formerly known as American BriVision (Holding) Corporation, a Nevada corporation, through the Company's operating entity, American
BriVision Corporation ("BriVision"), which was incorporated in July 2015 in the State of Delaware, engages in biotechnology
to fulfill unmet medical needs and focuses on the development of new drugs and medical devices derived from plants. BriVision develops
its pipeline by carefully tracking new medical discoveries or medical device technologies in research institutions in the Asia-Pacific
region. Pre-clinical, disease animal model and Phase I safety studies are examined closely by the Company to identify drugs that BriVision
believes demonstrate efficacy and safety. Once a drug appears to be a good candidate for development and ultimately commercialization,
BriVision licenses the drug or medical device from the original researchers and begins to introduce the drugs clinical plan to highly
respected principal investigators in the United States, Australia and Taiwan to conduct a Phase II clinical trial. At present, clinical
trials for the Company's drugs and medical devices are being conducted at such world-famous institutions including Stanford University,
University of California San Fransisco (UCSF) and Cedar Sinai Medical Centre (CSMC).

 The Company has four wholly-owned subsidiaries,
BriVision, BioLite Holding Inc. ("BioLite Holding"), BioKey Inc. ("BioKey"), BioKey (Cayman), Inc ("BioKey
Cayman"), and a majority-owned subsidiary, AiBtl BioPharma Inc. ("AiBtl").

 BioLite Holding was incorporated in the State
of Nevada with wholly owned subsidiary BioLite BVI, Inc. ("BioLite BVI") that was incorporated in the British Virgin Islands.
BioLite BVI holds 73 % ownership of BioLite Inc. ("BioLite Taiwan"), a Taiwanese corporation that was founded in February 2006.
BioLite Taiwan has been in the business of developing new drugs since it was incorporated.

 Yunzhiyi, a Taiwanese corporation, was incorporated
in August 2024, with 90 % owned by BioLite Taiwan and 10 % owned by Shuling Jiang, the Company's director. This entity is set up for
holding the land that AiBtl acquired in Taiwan for developing health related business in Taiwan.

 Incorporated in California on November 20, 2000,
BioKey has chosen to initially focus on developing generic drugs to ride the opportunity of the booming industry.

 BioKey Cayman was incorporated in Cayman Islands
in July 2023, which is 100 % owned by ABVC. This subsidiary has no activities since inception.

 Acquisition of AiBtl BioPharma Inc.

 On November 12, 2023, the Company and BioLite
Taiwan each entered into a multi-year, global licensing agreement with AiBtl for the Company and BioLite Taiwan's CNS drugs with
the indications of MDD (Major Depressive Disorder) and ADHD (Attention Deficit Hyperactivity Disorder) (collectively, the "Licensed
Products"). The potential license will cover the Licensed Products' clinical trial, registration, manufacturing, supply, and
distribution rights. The parties are determined to collaborate on the global development of the Licensed Products. The parties are also
working to strengthen new drug development and business collaboration, including technology, interoperability, and standards development.
As per each of the respective agreements, each of ABVC and BioLite Taiwan received 23 million shares of AiBtl stock and as a result, the
Company has a controlling interest over AiBtl. If certain milestones are met, the Company and BioLite Taiwan are each eligible to receive
$ 3,500,000 and royalties equaling 5 % of net sales, up to $ 100 million. The financial statements of AiBtl are included in the Company's
consolidated financial statements.

 The Company concluded the assets acquired and
liabilities assumed did not meet the definition of a business as a limited number of inputs were acquired but no substantive business
processes or signs of output were acquired. As such, the acquisition was accounted for as an asset purchase. The purchase consideration
was nonmonetary assets (patent) and transfer on November 12, 2023. The equity interest transferred to ABVC and BioLite Taiwan on December
15, 2023.

 F- 9

 2. LIQUIDITY, GOING CONCERN, AND RESTATEMENT

 Liquidity and Going Concern

 The accompanying financial statements have been
prepared in conformity with the generally accepted accounting principles in the United States of America (the "U.S. GAAP")
which contemplates continuation of the Company on a going concern basis. The going concern basis assumes that assets are realized, and
liabilities are settled in the ordinary course of business at amounts disclosed in the financial statements. The Company's ability
to continue as a going concern depends upon its ability to market and sell its products to generate positive operating cash flows. For
the year ended December 31, 2024, the Company reported net loss of $ 5,259,037. As of December 31, 2024, the Company's working capital
deficit was $ 4,377,646. In addition, the Company had net cash outflows of $ 1,809,145 from operating activities for the year
ended December 31, 2024. These conditions give rise to substantial doubt as to whether the Company will be able to continue as a going
concern.

 To sustain its ability to support the Company's
operating activities, the Company may have to consider supplementing its available sources of funds through the following sources:

 cash generated from operations;

 other available sources of financing from banks and other financial institutions in the U.S. and in Taiwan; and

 financial support from the Company's related parties and shareholders.

 Management's plan is to continue to improve operations to generate
positive cash flows and raise additional capital through private or public offerings, or financial support from related parties or shareholders.
If the Company is not able to generate positive operating cash flows, and raise additional capital, there is the risk that the Company
may not be able to meet its short-term obligations. All of these factors raise substantial doubt about the ability of the Company to continue
as a going concern. The consolidated financial statements for the years ended December 31, 2024 and 2023 have been prepared on a going
concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets
or the amounts and classifications of liabilities that may result from the inability of the Company to continue as a going concern.

 Restatement Background and Explanation

 The Company has restated its financial statements
as of and for the year ended December 31, 2023, to correct misstatements in those prior periods related to improperly applying accounting
guidance on the share-based payments, incorrectly recognizing interest expenses upon the conversion of convertible debts, and misidentifying
the existence of non-controlling interest of our subsidiary.

 As disclosed in Note 5, the Company entered into
a cooperation agreement on August 14, 2023 with Zhong Hui Lian He Ji Tuan, Ltd. (the "Zhonghui") to acquire 20 % of the ownership
of certain property and a parcel of the land. According to the agreement, the Company issued 370,000 shares of its common stock as the
consideration, and used $ 20 dollar per share to recognize the right as construction in progress on the balance sheet.

 At the time of preparing its 2024 financial statements, the Company
reviewed the entire transaction, its relevant agreements and documentation, as well as the applicable accounting guidance. The Company
applied FASB Accounting Standard Codification ("ASC") 845 Nonmonetary Transactions to determine the fair value of the asset
acquired would be more evident than the fair value of the consideration in exchange, the Company's restricted common stocks. The
real estates acquired comes with a third-party valuation of $ 7,400,000 per the Company's stake, which the value of the acquired
assets is guaranteed by Zhonghui. Upon further review, the Company considered ASC 718 Compensation – Stock Compensation, should
have been the appropriate guidance to apply given the Company's common stocks are listed in Nasdaq with more observable fair value
(Level 1). Furthermore, at the time of issuance of these financial statements, no real estate title was transferred to the Company. As
a result, the Company adjusted the carrying value of the asset and reclassified the balance to "Prepayment for asset acquisition"
account to reflect the value of 370,000 shares issued at $ 1.87, the closing price as of the contract date. The Company also corrected
the share price used to recognize stock compensation expense from $ 20 to $ 1.87 for the 29,600 shares of common stock issued on the same
day to several consultants. As a result, these adjustments reduced $ 6,708,100 for asset recognized and $ 536,648 for stock-compensation
expense incurred in 2023.

 In February 2023, the Company issued a convertible
note to LIND Global Fund II, LP (Note 7). Due to misapplication of ASC 470-20 instead of ASC 815-40, the Company overstated interest expenses
$ 1,179,669 for the year ended December 31, 2023. The overstatement is offsetting against additional paid-in capital due to the convertible
note being converted to the Company's own common stocks instead of being repaid or disposition.

 F- 10

 In November 2023, the Company and one of its
subsidiaries entered into a licensing agreement with AiBtl. The Company accounted for a 100 % control of AiBtl as of December 31, 2023,
but later discovered that AiBtl had outstanding founder shares that were not deposited to the stock transfer agent in the timely manner.
Such shares reduced the Company's controlling interest from 100 % to 69.70 %. Accordingly, the Company adjusted the relevant accounts
in our consolidated financial statements.

 As discussed in Note 12, in July 2019 the Company issued 644,972 shares
(post-split) of the Company's common stock to four consultants for their services. Such stock-based expenses were amortized over
 5 years starting from the issuance date. Per the Company's further review, the services, along with the agreements, were completed
by December 31, 2022. Pursuant to ASC 718, the costs of services should be recognized along with the period when services are received.
Therefore, the Company reversed share-based compensation expenses of $ 451,480 and $ 902,960 for the years ended December 31, 2024 and 2023,
respectively. The accumulated deficit as of December 31, 2022 was corrected with the Stock Subscription Receivables for $ 1,354,440 as
a result of such adjustments.

 Impact of the Restatement

 The impact of the restatement on the balance sheets,
statements of operations, and statements of cash flows as of and for the year ended December 31, 2023 is presented below.

 December 31, 2023

 Consolidated Balance Sheets

 Property and equipment, net

 $
 7,969,278

 $
 ( 7,400,000
)

 $
 569,278

 Prepayment for asset acquisition

 -

 Total Assets

 14,492,599

 ( 6,708,100
)

 3,696,380

 ( 148,028
)

 3,548,352

 Convertible notes payable – third parties, net

 569,456

 317,066

 886,522

 173,132

 173,493

 5,932,490

 169,399

 6,101,889

 Total Liabilities

 6,361,627

 169,399

 6,531,026

 Additional paid-in capital

 82,636,966

 ( 8,658,586
)

 73,978,380

 Total stockholders' equity

 8,388,050

 ( 6,833,940
)

 1,554,110

 Noncontrolling interest

 ( 257,078
)

 ( 43,559
)

 ( 300,637
)

 Total Equity

 8,130,972

 ( 6,877,499
)

 1,253,473

 Total Liabilities and Equity

 $
 14,492,599

 $
 ( 6,708,100
)

 $

 Year Ended December 31, 2023

 Consolidated Statements of Operations

 Stock based compensation

 $
 1,635,708

 $
 ( 1,449,775
)

 $

 Interest expenses

 ( 2,493,340
)

 1,179,669

 ( 1,313,671
)

 Net loss attributable to noncontrolling interests

 ( 394,632
)

 ( 98,162
)

 ( 492,794
)

 ( 10,910,288
)

 2,629,444

)

 Basic and diluted net loss per common share

 $
 ( 2.43
)

 $
 0.63

 $
 ( 1.80
)

 Year Ended December 31, 2023

 Consolidated Statements of Cash Flows

 Net income (loss)

 $
 ( 10,910,288
)

 $
 2,629,444

 $
)

 1,635,708

 ( 1,449,775
)

 Other non-cash income and expenses

 2,413,746

 ( 1,169,501
)

 1,244,245

 786,793

 ( 148,031
)

 638,762

 ( 186,860
)

 186,860

 -

 Net cash used in operating activities

 ( 4,235,845
)

 ( 48,997
)

 ( 4,186,848
)

 Due to related parties*

 -

 ( 186,499
)

 ( 186,499
)

 Proceeds from subsidiary's executive contribution

 -

 Net cash provided by financing activities

 3,918,960

 ( 48,999
)

 3,869,961

 Effect of exchange rate changes on cash and cash equivalents and restricted cash

 2,125-

 ( 2
)

 2,123

 Purchase of Property and equipment by issuing common stock to a third party

 7,400,000

 ( 7,400,000
)

 -

 Prepayment for asset acquisition by issuing common stock to a third party

 -

 691,600

 Issuance of common stock for conversion of debt

 $
 3,306,112

 $
 ( 1,519,426
)

 $
 1,786,686

 *
 Due to related parties previously
reported amount was reclassified to financing activities based on current year's presentation.

 F- 11

 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The accompanying consolidated financial statements
have been prepared in accordance with the U.S. GAAP and pursuant to the regulations of the Securities and Exchange Commission (the "SEC").
All significant intercompany transactions and account balances have been eliminated. The Company's fiscal year is the calendar year.

 Reclassifications of Prior Year Presentation

 Certain amounts on prior year's consolidated
financial statements have been reclassified for consistency with the current year presentation. These reclassifications had no effect
on the reported results of operations.

 Use of Estimates

 The preparation of financial statements in conformity
with the U.S. GAAP that requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and
expenses during the reporting periods. Actual results could differ materially from those results.

 Stock Reverse Split

 On July 25, 2023, the Company filed a Certificate of Amendment to its
Articles of Incorporation authorizing a 1-for-10 reverse stock split of the issued and outstanding shares of its common stock. The Company's
stockholders previously approved the Reverse Stock Split at the Company's Special Shareholder Meeting held on July 7, 2023. The
Reverse Stock Split was effected to reduce the number of issued and outstanding shares and to increase the per share trading value of
the Company's common stock, although that outcome is not guaranteed. All shares and related financial information in this Form 10-K
reflect this 1-for-10 reverse stock split.

 Fair Value Measurements

 ASC 820 "Fair Value Measurements" defines fair value for
certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair
value and expands disclosures about fair value measurements. It requires that an entity measure its financial instruments to base fair
value on exit price, maximize the use of observable units and minimize the use of unobservable inputs to determine the exit price. It
establishes a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy increases the
consistency and comparability of fair value measurements and related disclosures by maximizing the use of observable inputs and minimizing
the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect the
assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent
of the Company. Unobservable inputs are inputs that reflect the Company's own assumptions about the assumptions market participants
would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy prioritizes
the inputs into three broad levels based on the reliability of the inputs as follows:

 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. 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.

 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; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 Level 3– Valuations based on inputs that are unobservable and not corroborated by market data. 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.

 F- 12

 The carrying values of certain assets and liabilities
of the Company, such as cash and cash equivalents, restricted cash, accounts receivable, due from related parties, prepaid expenses and
other current assets, accrued expenses and other current liabilities, and due to related parties, approximate fair value due to their
relatively short maturities. The carrying value of the Company's short-term bank loans, convertible notes payable, and accrued interest
approximates their fair value as the terms of the borrowing are consistent with current market rates and the duration to maturity is short.

 Concentration of Credit Risk

 The Company's financial instruments that
are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and temporary
cash investments in high quality credit institutions, but these investments may be in excess of the limit of $ 91,500 (NTD 3.0 million)
covered by Taiwan Central Deposit Insurance Corporation, and the limit of $ 250,000 covered by the U.S. Federal Deposit Insurance Corporation's
insurance limits. However, the Company does not anticipate any losses on excess deposits. The Company does not enter into financial instruments
for hedging, trading or speculative purposes.

 The Company performs ongoing credit evaluation
of its customers and requires no collateral. Credit losses and allowance for unbilled receivables are provided based on a review of the
collectability of accounts receivable. The Company determines the amount of allowance for doubtful accounts by examining its historical
collection experience and current trends in the credit quality of its customers as well as its internal credit policies. Actual credit
losses may differ from our estimates.

 Concentration of Clients

 As of December 31, 2024, management estimated
all accounts receivable balances are uncollectible and recognized $ 11,993 of credit loss.

 As of December 31, 2023, the most major clients,
specializes in developing and commercializing of dietary supplements and therapeutics in dietary supplement industry, accounted for 87 %
of the Company's total account receivable.

 For the year ended December 31, 2024, the out-licensing
income from our two major licensees, accounts for 58 % and 39 % of the Company's total revenues.

 For the year ended December 31, 2023, the major
client, distributing nutritional supplements in Asia Pacific, accounted for 80 % of the Company's total revenues.

 Cash and Cash Equivalents

 The Company considers highly liquid investments
with maturities of three months or less to be cash equivalents when purchased. As of December 31, 2024 and 2023, the Company's cash
and cash equivalents amounted to $ 248,382 and $ 60,155, respectively. Some of the Company's cash deposits are held in financial
institutions located in Taiwan where there is currently regulation mandated on obligatory insurance of bank accounts. The Company believes
this financial institution is of high credit quality.

 F- 13

 Restricted Cash

 Restricted cash primarily consist of cash held
in a reserve bank account in Taiwan. As of December 31, 2024 and 2023, the Company's restricted cash amounted $ 615,433 (NTD 20.2
million) and $ 656,625 (NTD 20.1 million), respectively.

 Accounts receivable and allowance for expected credit losses accounts

 Accounts receivable is recorded and carried at
the original invoiced amount less an allowance for any potential uncollectible amounts.

 The Company make estimates of expected credit
and collectability trends for the allowance for credit losses and allowance for unbilled receivables based upon our assessment of various
factors, including historical experience, the age of the accounts receivable balances, credit quality of customers, current economic conditions
reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers.
The provision is recorded against accounts receivable balances, with a corresponding charge recorded in the consolidated statements of
income. Actual amounts received may differ from management's estimate of credit worthiness and the economic environment. Delinquent
account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection
is not probable.

 Allowance for expected credit losses accounts
was $ 616,414 and $ 616,505 as of December 31, 2024 and 2023, respectively.

 Revenue Recognition

 The Company recognizes revenue in accordance with ASC 606, Revenue
from Contracts with Customers. Pursuant to ASC 606, the Company recognizes revenue when its customer obtains control of promised goods
or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.
To determine revenue recognition for arrangements that the Company determines is within the scope of ASC 606, the Company performs the
following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine
the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when
(or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable
that the Company will collect the consideration the Company is entitled to in exchange for the goods or services the Company transfers
to the customers. At inception of the contract, once the contract is determined to be within the scope of ASC 606, the Company assesses
the goods or services promised within each contract, determines those that are performance obligations, and assesses whether each promised
good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective
performance obligation when (or as) the performance obligation is satisfied.

 F- 14

 The following are examples of when the Company
recognizes revenue based on the types of payments the Company receives.

 Collaborative Revenues — The Company
recognizes collaborative revenues generated through collaborative research, development and/or commercialization agreements. The terms
of these agreements typically include payment to the Company related to one or more of the following: non-refundable upfront license fees,
development and commercial milestones, partial or complete reimbursement of research and development costs, and royalties on net sales
of licensed products. Each type of payments results in collaborative revenues except for revenues from royalties on net sales of licensed
products, which are classified as royalty revenues. To date, the Company has not received any royalty revenues. Revenue is recognized
upon satisfaction of a performance obligation by transferring control of a good or service to the collaboration partners.

 As part of the accounting for these arrangements,
the Company applies judgment to determine whether the performance obligations are distinct, and develop assumptions in determining the
stand-alone selling price for each distinct performance obligation identified in the collaboration agreements. To determine the stand-alone
selling price, the Company relies on assumptions which may include forecasted revenues, development timelines, reimbursement rates for
R&D personnel costs, discount rates and probabilities of technical and regulatory success.

 The Company had multiple deliverables under the
collaborative agreements, including deliverables relating to grants of technology licenses, regulatory and clinical development, and marketing
activities. Estimation of the performance periods of the Company's deliverables requires the use of management's judgment.
Significant factors considered in management's evaluation of the estimated performance periods include, but are not limited to,
the Company's experience in conducting clinical development, regulatory and manufacturing activities. The Company reviews the estimated
duration of its performance periods under its collaborative agreements on an annually basis, and makes any appropriate adjustments on
a prospective basis. Future changes in estimates of the performance period under its collaborative agreements could impact the timing
of future revenue recognition.

 (i) Non-refundable upfront payments

 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
from the related non-refundable upfront payments based on the relative standalone selling price prescribed to the license compared to
the total selling price of the arrangement. The revenue is recognized when the license is transferred to the collaboration partners and
the collaboration partners are able to use and benefit from the license. To date, the receipt of non-refundable upfront fees was solely
for the compensation of past research efforts and contributions made by the Company before the collaborative agreements entered into and
it does not relate to any future obligations and commitments made between the Company and the collaboration partners in the collaborative
agreements.

 (ii) Milestone payments

 The Company is eligible to receive milestone payments
under the collaborative agreement with collaboration partners based on achievement of specified development, regulatory and commercial
events. Management evaluated the nature of the events triggering these contingent payments, and concluded that these events fall into
two categories: (a) events which involve the performance of the Company's obligations under the collaborative agreement with collaboration
partners, and (b) events which do not involve the performance of the Company's obligations under the collaborative 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. Management concluded
that each of these payments constitute substantive milestone payments. This conclusion was based primarily on the facts that (i) each
triggering event represents a specific outcome that can be achieved only through successful performance by the Company of one or more
of its deliverables, (ii) achievement of each triggering event was subject to inherent risk and uncertainty and would result in additional
payments becoming due to the Company, (iii) each of the milestone payments is non-refundable, (iv) substantial effort is required to complete
each milestone, (v) the amount of each milestone payment is reasonable in relation to the value created in achieving the milestone, (vi)
a substantial amount of time is expected to pass between the upfront payment and the potential milestone payments, and (vii) the milestone
payments relate solely to past performance. Based on the foregoing, the Company recognizes any revenue from these milestone payments in
the period in which the underlying triggering event occurs.

 (iii) Multiple Element Arrangements

 The Company evaluates multiple element arrangements
to determine (1) the deliverables included in the arrangement and (2) whether the individual deliverables represent separate units of
accounting or whether they must be accounted for as a combined unit of accounting. This evaluation involves subjective determinations
and requires management to make judgments about the individual deliverables and whether such deliverables are separate from other aspects
of the contractual relationship. Deliverables are considered separate units of accounting provided that: (i) the delivered item(s) has
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),
delivery or performance of the undelivered item(s) is considered probable and substantially within its control. In assessing 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. The Company also
considers whether its collaboration partners can use the other deliverable(s) for their intended purpose without the receipt of the remaining
element(s), whether the value of the deliverable is dependent on the undelivered item(s), and whether there are other vendors that can
provide the undelivered element(s).

 F- 15

 The Company recognizes arrangement consideration
allocated to each unit of accounting when all of the revenue recognition criteria in ASC 606 are satisfied for that particular unit of
accounting. In the event that a deliverable does not represent a separate unit of accounting, the Company recognizes revenue from the
combined unit of accounting over the Company's contractual or estimated performance period for the undelivered elements, which is
typically the term of the Company's research and development obligations. If there is no discernible pattern of performance or objectively
measurable performance measures do not exist, then the Company recognizes revenue under the arrangement on a straight-line basis over
the period the Company is expected to complete its performance obligations. Conversely, if the pattern of performance in which the service
is provided to the customer can be determined and objectively measurable performance measures exist, then the Company recognizes revenue
under the arrangement using the proportional performance method. Revenue recognized is limited to the lesser of the cumulative amount
of payments received or the cumulative amount of revenue earned, as determined using the straight-line method or proportional performance
method, as applicable, as of the period ending date.

 At the inception of an arrangement that includes
milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent
nature of the milestone. This evaluation includes an assessment of whether: (1) the consideration is commensurate with either the Company's
performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting
from its performance to achieve the milestone, (2) the consideration relates solely to past performance and (3) the consideration is reasonable
relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, clinical,
regulatory, commercial, and other risks that must be overcome to achieve the particular milestone and the level of effort and investment
required to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether
a milestone satisfies all of the criteria required to conclude that a milestone is substantive. Milestones that are not considered substantive
are recognized as earned if there are no remaining performance obligations or over the remaining period of performance, assuming all other
revenue recognition criteria are met.

 (iv) Royalties and Profit Sharing Payments

 Under the collaborative agreement with the collaboration
partners, the Company is entitled to receive royalties on sales of products, which is at certain percentage of the net sales. The Company
recognizes revenue from these events based on the revenue recognition criteria set forth in ASC 606. Based on those criteria, the Company
considers these payments to be contingent revenues, and recognizes them as revenue in the period in which the applicable contingency is
resolved.

 Revenues Derived from Research and Development
Activities Services (Also known as the Contract Development & Manufacturing Organization Services ("CDMO")) —
Revenues related to research and development and regulatory activities are recognized when the related services or activities are performed,
in accordance with the contract terms. 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
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. If the Company determines an option
is a material right, the Company will consider the option a separate performance obligation.

 If the Company is entitled to reimbursement from
its customers for specified research and development expenses, the Company accounts for the related services that it provides as separate
performance obligations if it determines that these services represent a material right. The Company also determines whether the reimbursement
of research and development expenses should be accounted for as revenues or an offset to research and development expenses in accordance
with provisions of gross or net revenue presentation. The Company recognizes the corresponding revenues or records the corresponding offset
to research and development expenses as it satisfies the related performance obligations.

 The Company then determines the transaction price
by reviewing the amount of consideration the Company is eligible to earn under the contracts, including any variable consideration. Under
the outstanding contracts, consideration typically includes fixed consideration and variable consideration in the form of potential milestone
payments. At the start of an agreement, the Company's transaction price usually consists of the payments made to or by the Company
based on the number of full-time equivalent researchers assigned to the project and the related research and development expenses incurred.
The Company does not typically include any payments that the Company may receive in the future in its initial transaction price because
the payments are not probable. The Company would reassess the total transaction price at each reporting period to determine if the Company
should include additional payments in the transaction price.

 The Company receives payments from its customers
based on billing schedules established in each contract. Upfront payments and fees may be recorded as advance from customers upon receipt
or when due, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these
arrangements. Amounts are recorded as accounts receivable when the right of the Company to consideration is unconditional. The Company
does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period
between payment by the customers and the transfer of the promised goods or services to the customers will be one year or less.

 F- 16

 Property and Equipment, net

 Property and equipment, net is carried at cost
net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Expenditures that improve the functionality of the
related asset or extend the useful life are capitalized. When property and equipment is retired or otherwise disposed of, the related
gain or loss is included in operating income. Leasehold improvements are depreciated on the straight-line method over the shorter of the
remaining lease term or estimated useful life of the asset. Depreciation is calculated on the straight-line method generally based on
the following useful lives:

 Estimated Life
 in Years

 Buildings and leasehold improvements

 5 ~ 50

 Machinery and equipment

 5 ~ 10

 Office equipment

 3 ~ 6

 Impairment of Long-Lived Assets

 The Company has adopted ASC subtopic 360-10, Property,
Plant and Equipment ("ASC 360-10"). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and
used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances
warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a
forecasted inability to achieve break-even operating results over an extended period. Should impairment in value be indicated, the carrying
value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition
of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less
costs to sell.

 Long-term Equity Investment

 The Company acquires the equity investments to
promote business and strategic objectives. The accounting treatment for equity investments, where the Company does not have control over
the investees, is as follows:

 Marketable equity investments: The Company measures marketable equity securities at fair value
 at each reporting date, with unrealized gains and losses recognized in net income in accordance with ASC
 321. Fair value is determined based on quoted market prices or other observable inputs.

 Non-marketable equity investments: When the equity method does not apply, non-marketable equity investments are accounted for at cost, adjusted for observable price changes in orderly transactions for identical or similar investments and for impairments, if applicable.

 Equity method investments: Investments in which the Company has the ability to exercise significant influence, but not control, over the investee, are accounted for using the equity method. The Company recognizes its proportionate share of the investee's income or loss in gains (losses) on equity investments on a monthly basis.

 Significant judgment is required to identify whether
an impairment exists in the valuation of the Company's non-marketable equity investments, considering this a critical accounting
estimate. Its yearly analysis considers both qualitative and quantitative factors that may have a significant impact on the investee's
fair value. Qualitative analysis of its investments involves understanding the financial performance and near-term prospects of the investee,
changes in general market conditions in the investee's industry or geographic area, and the management and governance structure
of the investee. Quantitative assessments of the fair value of its investments are developed using the market and income approaches. The
market approach includes the use of comparable financial metrics of private and public companies and recent financing rounds. The income
approach includes the use of a discounted cash flow model, which requires significant estimates regarding the investees' revenue,
costs, and discount rates. The Company's assessment of these factors in determining whether an impairment exists could change in
the future due to new developments or changes in applied assumptions.

 Other-Than-Temporary Impairment

 The Company periodically reviews its non-marketable
equity investments and equity method investments, with recognition in profit and loss when declines in value are considered other than
temporary. the Company assesses the severity and duration of any impairment, along with qualitative and quantitative factors, such as
the investee's financial performance, adverse market or regulatory conditions, operational changes, or additional funding needs.
Evidence of a loss in value might include the inability to recover the carrying amount of the investment or the investee's failure
to sustain earnings capacity to justify its valuation. Impairments deemed other than temporary are recorded in gains (losses) on equity
investments, even if the decline exceeds the losses recognized under the equity method, where applicable.

 F- 17

 Convertible Notes Payable

 The Company accounts for convertible notes payable
in accordance with ASC 470-20, Debt with Conversion and Other Options, and ASC 815, Derivatives and Hedging, as applicable. Upon issuance,
the Company evaluates whether the embedded conversion feature should be bifurcated as a derivative under ASC 815 or classified within
equity under ASC 470-20. This assessment includes analyzing the terms of the conversion feature and determining if it requires separate
accounting. If the conversion feature is classified as equity, the proceeds from the issuance are allocated between the debt and equity
components. The debt component is recorded at its fair value, and the residual amount is allocated to equity. The debt component is carried
at amortized cost, with any discount amortized to interest expense over the term of the note using the effective interest method. Upon
conversion, the carrying amount of the debt is reclassified to equity, and no gain or loss is recognized. If the note is settled in cash,
any difference between the carrying amount and the settlement amount is recognized in profit and loss.

 Warrants

 The Company accounts for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance
in ASC 480, Distinguishing Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC 815").
The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability
pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether
the warrants are indexed to the Company's own common shares and whether the warrant holders could potentially require "net
cash settlement" in a circumstance outside of the Company's control, among other conditions for equity classification. This
assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly
period end date while the warrants are outstanding. The Company determined that upon further review of the warrant agreement, the Public
Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

 For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance.
For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded
as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair
value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

 Research and Development Expenses

 The Company accounts for the cost of using licensing
rights in research and development cost according to ASC 730-10-25-1. This guidance provides that absent alternative future uses the acquisition
of product rights to be used in research and development activities must be charged to research and development expenses when incurred.

 The Company accounts for R&D costs in accordance
with ASC 730, Research and Development ("ASC 730"). Research and development expenses are charged to expense as incurred unless
there is an alternative future use in other research and development projects or otherwise. Research and development expenses are comprised
of costs incurred in performing research and development activities, including personnel-related costs, facilities-related overhead, and
outside contracted services including clinical trial costs, manufacturing and process development costs for both clinical and preclinical
materials, research costs, and other consulting services. Non-refundable advance payment for goods and services that will be used in future
research and development activities are expensed when the activity has been performed or when the goods have been received rather than
when the payment is made. In instances where the Company enters into agreements with third parties to provide research and development
services, costs are expensed as services are performed.

 Post-retirement and post-employment benefits

 The Company's subsidiaries in Taiwan adopted the government mandated
defined contribution plan pursuant to the Labor Pension Act (the "Act") in Taiwan. Such labor regulations require that the
rate of contribution made by an employer to the Labor Pension Fund per month shall not be less than 6 % of the worker's monthly salaries.
Pursuant to the Act, the Company makes monthly contribution equal to 6 % of employees' salaries to the employees' pension fund.
The Company has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits, which
were expensed as incurred, were $ 11,642 (NTD 0.4 million) and $ 10,314 (NTD 0.4 million) for the years ended December 31, 2024 and
2023, respectively. Other than the above, the Company does not provide any other post-retirement or post-employment benefits.

 Stock-based Compensation

 The Company measures expense associated with all
employee stock-based compensation awards using a fair value method and recognizes such expense in the consolidated financial statements
on a straight-line basis over the requisite service period in accordance with ASC 718 "Compensation-Stock Compensation". Total
director, officer, and employee stock-based compensation expenses were $ 1,995,049 and $ 0 for the years ended December 31, 2024 and 2023,
respectively.

 The Company accounted for stock-based compensation
to non-employees in accordance with ASC 718 "Compensation-Stock Compensation" and ASC 505-50 "Equity-Based Payments
to Non-Employees" which requires that the cost of services received from non-employees is measured at fair value at the earlier
of the performance commitment date or the date service is completed and recognized over the period the service is provided. Total non-employee
stock-based compensation expenses were $ 506,583 for consulting services and $ 271,828 for rent for the year ended December 31, 2024, and
$ 185,933 for consulting services for the year ended December 31, 2023.

 F- 18

 Income Taxes

 The Company accounts for income taxes using the
asset and liability approach which allows the recognition and measurement of deferred tax assets to be based upon the likelihood of realization
of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax
purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before the Company
is able to realize their benefits, or future deductibility is uncertain.

 Under ASC 740, a tax position is recognized as
a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not
that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical
merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount
of benefits recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50
percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition
threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that
no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the
threshold is no longer satisfied. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense
in the year incurred. No significant penalty or interest relating to income taxes has been incurred for the years ended December 31, 2024
and 2023. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures
and transition.

 Valuation of Deferred Tax Assets

 A valuation allowance is recorded to reduce the
Company's deferred tax assets to the amount that is more likely than not to be realized. In assessing the need for the valuation
allowance, management considers, among other things, projections of future taxable income and ongoing prudent and feasible tax planning
strategies. If the Company determines that sufficient negative evidence exists, then it will consider recording a valuation allowance
against a portion or all of the deferred tax assets in that jurisdiction. If, after recording a valuation allowance, the Company's
projections of future taxable income and other positive evidence considered in evaluating the need for a valuation allowance prove, with
the benefit of hindsight, to be inaccurate, it could prove to be more difficult to support the realization of its deferred tax assets.
As a result, an additional valuation allowance could be required, which would have an adverse impact on its effective income tax rate
and results. Conversely, if, after recording a valuation allowance, the Company determines that sufficient positive evidence exists in
the jurisdiction in which the valuation allowance was recorded, it may reverse a portion or all of the valuation allowance in that jurisdiction.
In such situations, the adjustment made to the deferred tax asset would have a favorable impact on its effective income tax rate and results
in the period such determination was made.

 Loss Per Share of Common Stock

 The Company calculates net loss per share in accordance
with ASC 260, "Earnings per Share". Basic loss per share is computed by dividing the net loss by the weighted average number
of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator
is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents
had been issued and if the additional common shares were dilutive. Diluted earnings per share excludes all dilutive potential shares if
their effect is anti-dilutive.

 Commitments and Contingencies

 The Company has adopted ASC 450 "Contingencies"
subtopic 20, in determining its accruals and disclosures with respect to loss contingencies. Accordingly, estimated losses from loss contingencies
are accrued by a charge to income when information available before financial statements are issued or are available to be issued indicates
that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and the amount
of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency
is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably
possible that a material loss could be incurred.

 Foreign-currency Transactions

 For the Company's subsidiaries in Taiwan,
the foreign-currency transactions are recorded in New Taiwan Dollars ("NTD") at the rates of exchange in effect when the transactions
occur. Gains or losses resulting from the application of different foreign exchange rates when cash in foreign currency is converted into
NTD, or when foreign-currency receivables or payables are settled, are credited or charged to income in the year of conversion or settlement.
On the balance sheet dates, the balances of foreign-currency assets and liabilities are restated at the prevailing exchange rates and
the resulting differences are charged to current income except for those foreign currencies denominated investments in shares of stock
where such differences are accounted for as translation adjustments under the Statements of Changes in Stockholders' Equity.

 F- 19

 Segment Reporting

 ASC 280 "Segment Reporting" requires
public companies to report financial and descriptive information about their reportable operating segments. The Company identifies the
operating segments based on how the chief operating decision maker internally evaluates separate financial information, business activities
and management responsibility.

 The Company currently has one reportable segment and assets
are reviewed on a consolidated basis. As such, segment data is not provided.

 The following tables present revenue and gross profit information for
each of our only reportable segment:

 For The Years Ended

 December 31

 2024

 Revenue

 $
 509,589

 $
 152,430

 Cost of Revenue

 302,037

 Segment Gross Profit (Loss)

 $
 508,826

 $
 ( 149,607
)

 Depreciation expense

 $
 32,025

 $
 28,531

 The following table provides a reconciliation of total segment gross
profit to the Company's loss before provision for income tax:

 For The Years Ended

 December 31

 2024

 Segment Gross Profit (Loss)

 $
 508,826

 $
 ( 149,607
)

 Less:

 Selling, general and administrative expenses

 2,261,336

 5,368,278

 Research and development expenses

 179,272

 1,062,916

 2,773,460

 Add (Less):

 Interest income

 87,358

 185,481

 Interest expense

 ( 825,899
)

 ( 1,313,671
)

 Operating sublease income

 48,478

 65,900

 Gain (loss) on foreign exchange changes

 ( 25,135
)

 22,690

 Loss on investment in equity securities

 ( 339,171
)

 ( 221,888
)

 Write off unclaimed accrued liabilities

 255,592

 -

 Other income, net

 134,443

 3,384

 Loss before provision for income tax

 $
 ( 5,369,576
)

 $
 ( 8,024,838
)

 Recent Accounting Pronouncements

 In August 2023, the FASB issued ASU 2023-05, Business
Combinations—Joint Venture Formations (Subtopic 805-60) which requires certain joint ventures to apply a new basis of accounting
upon formation by recognizing and initially measuring most of their assets and liabilities at fair value. The guidance does not apply
to joint ventures that may be proportionately consolidated and those that are collaborative arrangements. ASU 2023-05 is effective for
joint venture with a formation date on or after January 1, 2025, early adoption is permitted. The Company is currently evaluating the
impact that the standard will have on its unaudited consolidated financial statements.

 In December 2023, the FASB issued ASU No. 2023-09,
Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity's effective
tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual
periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued
or made available for issuance. This ASU will likely result in the required additional disclosures being included in our consolidated
financial statements once adopted.

 F- 20

 In November 2024, the FASB issued ASU No. 2024-03,
Expense Disaggregation Disclosures (Subtopic 220-40). The ASU requires disclosure of specified information about certain costs and expenses.
This includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The ASU is effective
on a prospective or retrospective basis for annual reporting period beginning after December 15, 2026, and interim reporting period beginning
after December 15, 2027. Early adoption is permitted. This ASU will likely result in the required additional disclosures being included
in our consolidated financial statements once adopted.

 4. COLLABORATIVE AGREEMENTS

 Collaborative agreements with BHK, a related
party

 (i)

 On February 24, 2015, BioLite Taiwan and BioHopeKing Corporation (the "BHK") entered into a co-development agreement, (the "BHK Co-Development Agreement"), pursuant to which it is collaborative with BHK to develop and commercialize BLI-1401-2 (Botanical Drug) Triple Negative Breast Cancer (TNBC) Combination Therapy (BLI-1401-2 Products) in Asian countries excluding Japan for all related intellectual property rights, and has developed it for medicinal use in collaboration with outside researchers. The development costs shall be shared 50/50 between BHK and the Company. The BHK Co-Development Agreement will remain in effect for fifteen years from the date of first commercial sale of the Product in in Asia excluding Japan.

 On July 27, 2016, BioLite Taiwan and BHK agreed
to amend the payment terms of the milestone payment in an aggregate amount of $10 million based on the following schedule:

 Upon the signing of the BHK Co-Development Agreement: $1 million, or 10% of total payment

 Upon the first Investigational New Drug (IND) submission and BioLite Taiwan will deliver all data to BHK according to FDA Reviewing requirement: $1 million, or 10% of total payment

 At the completion of first phase II clinical trial: $1 million, or 10% of total payment

 At the initiation of phase III of clinical trial research: $3 million, or 30% of total payment

 Upon the New Drug Application (NDA) submission: $4 million, or 40% of total payment

 In December 2015, BHK has paid a non-refundable
upfront cash payment of $ 1 million, or 10 % of $ 10.0 million, upon the signing of BHK Co-Development Agreement. The Company concluded
that the deliverables are considered separate units of accounting as the delivered items have value to the customer on a standalone basis
and recognized this cash receipt as collaboration revenue when all research, technical, and development data was delivered to BHK in
2015. The receipt is for the compensation of past research efforts and contributions made by BioLite Taiwan before this collaborative
agreement was signed and it does not relate to any future commitments made by BioLite Taiwan and BHK in this collaborative agreement.
In August 2016, the Company has received the second milestone payment of NTD31,649,000, approximately equivalent to $ 1 million, and recognized
collaboration revenue for the year ended December 31, 2016. As of the date of this report, the Company has not completed the first phase
II clinical trial.

 In addition to the milestone payments, BioLite
Taiwan is entitled to receive royalty on 12 % of BHK's net sales related to BLI-1401-2 Products. As of December 31, 2024 and 2023,
the Company has not earned the royalty under the BHK Co-Development Agreement.

 (ii) On December 9, 2015, BioLite Taiwan entered
into another two collaborative agreements (the "BHK Collaborative Agreements"), pursuant to which it is collaborative with
BHK to co-develop and commercialize BLI-1005 for "Targeting Major Depressive Disorder" (BLI-1005 Products) and BLI-1006 for
"Targeting Inflammatory Bowel Disease" (BLI-1006 Products) in Asia excluding Japan for all related intellectual property
rights, and has developed it for medicinal use in collaboration with outside researchers. The development costs shall be shared 50/50
between BHK and the Company. The BHK Co-Development Agreement will remain in effect for fifteen years from the date of first commercial
sale of the Product in in Asia excluding Japan.

 In 2015, the Company recognized the cash receipt
in a total of NTD50 million, approximately equivalent to $ 1.6 million, as collaboration revenue when all research, technical, and development
data was delivered to BHK. The Company concluded that the deliverables are considered separate units of accounting as the delivered items
have value to the customer on a standalone basis and recognized this payment as collaboration revenue when all research, technical, data
and development data was delivered to BHK. The cash receipt is for the compensation of past research efforts and contributions made by
BioLite Taiwan before this BHK Collaborative Agreements was signed and it does not relate to any future commitments made by BioLite Taiwan
and BHK in this BHK Collaborative Agreements.

 In addition to the total of NTD50 million, approximately
equivalent to $ 1.6 million, BioLite Taiwan is entitled to receive 50 % of the future net licensing income or net sales profit. As of December
31, 2024 and 2023, the Company has not earned the royalty under the BHK Collaborative Agreements.

 F- 21

 Co-Development agreement with Rgene Corporation,
a related party

 On May 26, 2017, the Company through its subsidiary,
BriVision, entered into a co-development agreement (the "Co-Dev Agreement") with Rgene Corporation (the "Rgene"),
a related party under common control by controlling beneficiary shareholder of YuanGene Corporation and the Company (See Note 12). Pursuant
to Co-Dev Agreement, the Company and Rgene agreed to co-develop and commercialize ABV-1507 HER2/neu Positive Breast Cancer Combination
Therapy, ABV-1511 Pancreatic Cancer Combination Therapy and ABV-1527 Ovary Cancer Combination Therapy. Under the terms of the Co-Dev Agreement,
Rgene is required to pay the Company $ 3.0 million in cash or stock of Rgene with equivalent value by August 15, 2017. The payment
is for the compensation of the Company's past research efforts and contributions before the Co-Dev Agreement was signed and it does
not relate to any future commitments made by the Company and Rgene in this Co-Dev Agreement. In addition to $ 3.0 million, the Company
is entitled to receive 50 % of the future net licensing income or net sales profit earned by Rgene, if any, and any development costs shall
be equally shared by both the Company and Rgene.

 On June 1, 2017, the Company has delivered all
research, technical, data and development data to Rgene. Since both Rgene and the Company are related parties and under common control
by a controlling beneficiary shareholder of YuanGene Corporation and the Company, the Company has recorded the full amount of $ 3.0 million
in connection with the Co-Dev Agreement as additional paid-in capital during the year ended December 31, 2017. During the year ended December
31, 2017, the Company has received $ 450,000 in cash. On December 24, 2018, the Company received the remaining balance of $ 2,550,000 in
the form of newly issued shares of Rgene's Common Stock, at the price of NTD50 per share (approximately equivalent to $ 1.60 per
share), for an aggregate number of 1,530,000 shares, which accounted for equity method long-term investment as of December 31, 2018. On
December 31, 2018, the Company determined to fully write off this investment based on the Company's assessment of the severity and
duration of the impairment, and qualitative and quantitative analysis of the operating performance of the investee, adverse changes in
market conditions and the regulatory or economic environment, changes in operating structure of Rgene, additional funding requirements,
and Rgene's ability to remain in business. All projects that have been initiated will be managed and supported by the Company and
Rgene.

 The Company and Rgene signed an amendment to the
Co-Dev Agreement on November 10, 2020, pursuant to which both parties agreed to delete AB-1507 HER2/neu Positive Breast Cancer Combination
Therapy and AB 1527 Ovary Cancer Combination Therapy and add ABV-1519 EGFR Positive Non-Small Cell Lung Cancer Combination Therapy and
ABV-1526 Large Intestine / Colon / Rectal Cancer Combination Therapy to the products to be co-developed and commercialized. Other provisions
of the Co-Dev Agreement remain in full force and effect.

 On June 10, 2022, the Company expanded its co-development
partnership with Rgene. On that date, BioKey, ABVC has entered into a Clinical Development Service Agreement with Rgene to guide three
Rgene drug products, RGC-1501 for the treatment of Non-Small Cell Lung Cancer (NSCLC), RGC-1502 for the treatment of pancreatic cancer
and RGC 1503 for the treatment of colorectal cancer patients, through completion of Phase II clinical studies under the U.S. FDA IND regulatory
requirements. Under the terms of the new Services Agreement, BioKey is eligible to receive payments totaling $ 3.0 million over a 3 -year
period with each payment amount to be determined by certain regulatory milestones obtained during the agreement period. The Service Agreement
shall remain in effect until the expiration date of the last patent and automatically renew for 5 more years unless terminated earlier
by either party with six months written notice. Either party may terminate the Service Agreement for cause by providing 30 days written
notice.

 Through a series of transactions over the past
5 years, the Company and Rgene have co-developed the three drug products covered by the Service Agreement, which has resulted in the Company
owning 31.62 % of Rgene.

 As part of the Rgene Studies, the Company agreed to loan $ 1.0 million
to Rgene, for which Rgene has provided the Company with a 5 % working capital convertible loan (the "Note"). If the Note is
fully converted, the Company will own an additional 6.4 % of Rgene. The Company is expected to receive the outstanding loan from the related
party by the first half of 2025, either by cash or conversion of shares of Rgene. The Company may convert the Note at any time into shares
of Rgene's common stock at either (i) a fixed conversion price equal to $ 1.00 per share or (ii) 20 % discount of the stock price
of the then most recent offering, whichever is lower; the conversion price is subject to adjustment as set forth in the Note. The Note
includes standard events of default, as well as a cross default provision pursuant to which a breach of the Service Agreement will trigger
an event of default under the Note if not cured after 5 business days of written notice regarding the breach is provided. Upon an event
of default, the outstanding principal and any accrued and unpaid interest shall be immediately due and payable.

 The Service Agreement shall remain in effect until
the expiration date of the last patent and automatically renew for 5 more years unless terminated earlier by either party with six months
written notice. Either party may terminate the Service Agreement for cause by providing 30 days written notice.

 F- 22

 Rgene has further agreed, effective July 1, 2022,
to provide the Company with a seat on Rgene's Board of Directors until the loan is repaid in full. The Company has nominated Dr.
Jiang, its Chief Strategy Officer and Director to occupy that seat; Dr. Jiang is also one of the Company's largest shareholders,
owning 12.8 % of the Company.

 The Rgene Studies is a related party transaction.

 Collaborative agreement with BioFirst Corporation,
a related party

 On July 24, 2017, the Company through its subsidiary, BriVision, entered
into a collaborative agreement (the "BioFirst Collaborative Agreement") with BioFirst Corporation ("BioFirst"),
pursuant to which BioFirst granted the Company the global licensing right for medical use of the product (the "Product"):
BFC-1401 Vitreous Substitute for Vitrectomy. BioFirst is a related party to the Company because a controlling beneficiary shareholder
of YuanGene Corporation and the Company is one of the directors and Common Stock shareholders of BioFirst (See Note 10).

 Pursuant to the BioFirst Collaborative Agreement,
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
stock of the Company before September 30, 2018. The amount of $ 3.0 million is in connection with the compensation for BioFirst's
past research efforts and contributions made by BioFirst before the BioFirst Collaborative Agreement was signed and it does not relate
to any future commitments in this BioFirst Collaborative Agreement. In addition, the Company is entitled to receive 50 % of the future
net licensing income or net sales profit, if any, and any development cost shall be equally shared by both the Company and BioFirst.

 On September 25, 2017, BioFirst has delivered
all research, technical, data and development data to the Company. The Company determined to fully expense the entire amount of $ 3.0 millionsince
currently the related licensing rights do not have alternative future uses. According to ASC 730-10-25-1, absent alternative future uses
the acquisition of product rights to be used in research and development activities must be charged to research and development expenses
immediately. Hence, the entire amount of $ 3.0 million is fully expensed as research and development expense during the year ended December
31, 2017.

 On June 30, 2019, BriVision entered into a Stock
Purchase Agreement (the "Purchase Agreement") with BioFirst. Pursuant to the Purchase Agreement, the Company issued 42,857
shares (post-split) of the Company's common stock to BioFirst in consideration for $ 3.0 million owed by the Company to BioFirst
(the "Total Payment") in connection with BioFirst Collaborative Agreement.

 On August 5, 2019, BriVision entered into a second
Stock Purchase Agreement ("Purchase Agreement 2") with BioFirst. Pursuant to Purchase Agreement 2, the Company issued 41,470
shares (post-split) of the Company's common stock to BioFirst in consideration for $ 2,902,911 owed by the Company to BioFirst in
connection with a loan provided to BriVision from BioFirst.

 On November 4, 2020, the Company executed an amendment to the BioFirst
Collaborative Agreement to add ABV-2001 Intraocular Irrigation Solution and ABV-2002 Corneal Storage Solution to the agreement. ABV-2002
is utilized during a corneal transplant procedure to replace a damaged or diseased cornea while ABV-2001 has broader utilization during
a variety of ocular procedures.

 Initially the Company will focus on ABV-2002,
a solution utilized to store a donor cornea prior to either penetrating keratoplasty (full thickness cornea transplant) or endothelial
keratoplasty (back layer cornea transplant). ABV-2002 is a solution comprised of a specific poly amino acid that protects ocular tissue
from damage caused by external osmolarity exposure during pre-surgery storage. The specific polymer in ABV-2002 can adjust osmolarity
to maintain a range of 330 to 390 mOsM thereby permitting hydration within the corneal stroma during the storage period. Stromal hydration
results in (a) maintaining acceptable corneal transparency and (b) prevents donor cornea swelling. ABV-2002 also contains an abundant
phenolic phytochemical found in plant cell walls that provides antioxidant antibacterial properties and neuroprotection.

 Early testing by BioFirst indicates that ABV-2002
may be more effective for protecting the cornea and retina during long-term storage than other storage media available today and can be
manufactured at lower cost. Further ABV-2002 product development was put on hold due the lack of funding.

 F- 23

 In addition, BioFirst was incorporated on November
7, 2006, focusing on the R&D, manufacturing, and sales of innovative patented pharmaceutical products. The technology of BioFirst
comes from the global exclusive licensing from domestic R & D institutions. Currently, the main research and development product is
the vitreous substitute (Vitargus) Licensed by the National Health Research Institutes. Vitargus is the world's first bio-degradable
vitreous substitute and offers a number of advantages over current vitreous substitutes by minimizing medical complications and reducing
the need for additional surgeries.

 BioFirst has started the construction of a GMP factory in Hsinchu Biomedical
Science Park, Taiwan, with the aim at building a production base to supply the global market, and promote the construction of bio-degradable
vitreous substitute manufacturing centers in Taiwan. Completion of this factory would allow ABVC to manufacture Vitargus with world-class
technology in a GMP certified pharmaceutical factory. BioFirst is targeting to complete the construction in 2025.

 As of December 31, 2024, the Company has not earned
any net licensing income or net sales profit earned by BioFirst under these collaborative agreements.

 Collaborative agreement with ForSeeCon Eye
Corporation, a related party

 On March 25, 2024, the Company and BioFirst each
entered into a twenty-year, global definitive licensing agreement (the "FEYE Licensing Agreement") with ForSeeCon Eye Corporation,
a company registered in the British Virgin Islands ("FEYE") for the products in the Company and BioFirst's Ophthalmology
pipeline, including Vitargus (the "Vitargus Products"). The license covers the Vitargus Products' clinical trial, registration,
manufacturing, supply, and distribution rights; FEYE also has the rights to sublicense or partner with a third party to develop the Licensed
Products. As per each of the respective FEYE Licensing Agreements, each of the Company and BioFirst shall receive a total licensing fee
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
share within 30 days after the execution of the FEYE Licensing Agreement, and a $ 3.5 million cash milestone payment, due 30 days upon
completion of next round fundraising. Additionally, each of the Company and BioFirst are eligible to receive royalties of 5 % of net sales. As
of December 31, 2024, the Company received 5 million FEYE shares but did not recognize such licensing revenue since the fair value of
FEYE stock is uncertain.

 On June 18, 2024, the Company and BioFirst, each
entered into an amendment (the "Amendment") t o the Licensing
Agreement with FEYE, pursuant to which the Company and BioFirst have agreed to allow FEYE to pay the second milestone payment in the
amount of $ 3.5 million per Licensing Agreement, incrementally (such as $ 100,000), at any given time, rather than in one lump sum. During
year ended December 31, 2024, the Company received in cash and recognized revenue of $ 296,000, respectively, pursuant to the Amendment.

 Collaborative agreement with OncoX BiopPharma,
Inc., a related party

 On April 16, 2024, the Company entered into a
definitive agreement with OncoX BioPharma, Inc., a private company registered in the British Virgin Islands ("Oncox"), pursuant
to which the Company will grant Oncox an exclusive right to develop and commercialize ABVC's single-herb botanical drug extract
from the dry fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Non-Small Cell Lung Cancer (the "Lung Cancer Products"),
within North America for 20 years (the "April 2024 Oncox Agreement"). In consideration thereof, Oncox shall pay ABVC $ 6.25
million (or 1.25 million Oncox shares valued at $ 5 per share) 30 days after entering into the agreement and $ 625,000, 30 days following
the completion of Oncox's next round of fundraising, of which there is no guarantee; ABVC is also entitled to 5 % royalties based
on the net sales, as defined in the April 2024 Oncox Agreement, from the first commercial sale of the Lung Cancer Product in North America,
of which there can be no guarantee. Oncox entered into another agreement with ABVC's affiliate, Rgene Corporation, on the same terms.
During the year ended December 31, 2024, the Company received in cash and recognized revenue of $ 200,000 pursuant to the agreement. At
the time of transferring the license, the Company also received 1.25 million OncoX shares but did not recognize such licensing revenue
since the fair value of Oncox stock is uncertain.

 F- 24

 On May 8, 2024, the Company entered into a definitive
agreement with OncoX, pursuant to which the Company will grant Oncox an exclusive right to develop and commercialize ABVC's BLEX
404 single-herb botanical drug extract from the dry fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Pancreatic (the
Pancreatic Product), within a certain territory, specified as 50 % of the Worldwide Markets for 20 years (the "May 8, 2024 Oncox
Agreement"). In consideration thereof, Oncox shall pay ABVC a total of $ 6.25 million (or 1.25 million Oncox shares valued at $ 5
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
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; ABVC is also entitled to royalties of 5 % of net sales, as defined
in the May 8, 2024 Oncox Agreement, from the first commercial sale of the Pancreatic Product in the noted territory, which remains uncertain.
The Company will permit Oncox to pay the license fee in installments or in a lump sum and will allow Oncox to use its revenue to fund
such payments. Oncox entered into another agreement with ABVC's affiliate, Rgene Corporation, on the same terms. At the time of
transferring the license, the Company also received 1.25 million OncoX shares but did not recognize such licensing revenue since the fair
value of Oncox stock is uncertain.

 On May 14, 2024, the Company and its subsidiary,
BioLite Inc (collectively, the "licensor"), each entered into a licensing agreement with OncoX, on the same terms, pursuant
to which the licensors will grant Oncox an exclusive right to develop and commercialize ABVC's BLEX 404 single-herb botanical drug
extract from the dry fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Tripple Negative Breast Cancer (the TNBC Product),
within a certain territory, specified as 50 % of the Worldwide Markets for 20 years (the "May 14, 2024 Oncox Agreements").
In each agreement for consideration thereof, Oncox shall pay each licensor a total of $ 6.25 million (or 1.25 million Oncox shares valued
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
cash after OncoX's next round of fundraising, of which there can be no guarantee. Oncox may remit cash payments of at least $ 100,000
towards the licensing fees and deductible from the second milestone payment; each licensor is also entitled to royalties of 5 % of net
sales, from the first commercial sale of the TNBC Product in the noted territory, which remains uncertain. The Company will permit Oncox
to pay the license fee in installments or in a lump sum and will allow Oncox to use its revenue to fund such payments. At the time of
transferring the license, the Company and BioLite also each received 1.25 million OncoX shares but did not recognize such licensing revenue
since the fair value of Oncox stock is uncertain.

 On May 23, 2024, the Company and its subsidiary,
BioLite Inc (collectively, the "licensor"), each entered into a licensing agreement with OncoX, on the same terms, pursuant
to which the licensors will grant Oncox an exclusive right to develop and commercialize ABVC's BLEX 404 single-herb botanical drug
extract from the dry fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Myelodysplastic Syndrome (the "MS Products"),
within a certain territory, specified as 50 % of the Worldwide Markets for 20 years (the "May 23, 2024 Oncox Agreements").
In consideration thereof, Oncox shall pay each licensor a total of $ 6.25 million (or 1.25 million Oncox shares valued at $ 5 per share)
30 days after entering the May 23, 2024 Oncox Agreements, with an additional milestone payment of $ 625,000 in cash after OncoX's
next round of fundraising, of which there can be no guarantee. Oncox may remit cash payments of at least $ 100,000 towards the licensing
fees and deductible from the second milestone payment; each licensor is also entitled to royalties of 5 % of net sales, from the first
commercial sale of the MS Product in the noted territory, which remains uncertain. Oncox may use its revenue to fund the licensing fees.
At the time of transferring the license, the Company and BioLite also each received 1.25 million OncoX shares but did not recognize such
licensing revenue since the fair value of Oncox stock is uncertain.

 Above mentioned p rice
of OncoX's shares was determined through private negotiations between the parties; no third-party valuation was completed.

 5. PROPERTY AND EQUIPMENT, AND PREPAMENT FOR ASSET ACQUISITION

 Property and
Equipment

 The Company has offices and labs located in Taiwan,
and a GMP manufacturing facility in Fremont, CA. Property and equipment as of December 31, 2024 and 2023 are summarized as follows:

 2024

 2023

 Land

 $
 338,966

 $
 363,416

 Buildings and leasehold improvements

 2,219,244

 2,227,431

 Machinery and equipment

 1,131,169

 1,138,675

 Office equipment

 163,448

 174,797

 3,852,827

 3,904,319

 Less: accumulated depreciation

 ( 3,341,739
)

 ( 3,335,041
)

 Property and equipment, net

 $
 511,088

 $
 569,278

 F- 25

 Depreciation expenses were $ 28,627 and $ 28,531
for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, Land with book value amounted to approximately
$ 338,966 and $ 363,416, respectively, were pledged for obtaining bank loan (see Notes 9 Bank loans).

 Prepayment
for asset acquisition

 Prepayment for asset acquisition consists of the
properties in Chengdu, China. The Company entered into a cooperation agreement on August 14, 2023, with Zhong Hui Lian He Ji Tuan, Ltd.
(the "Zhonghui"). Pursuant thereto, the Company will acquire 20 % of the ownership of certain property and a parcel of the
land, with a view to jointly develop the property into a healthcare center for senior living, long-term care, and medical care in the
areas of ABVC's special interests, such as Ophthalmology, Oncology, and Central Nervous Systems. The plan is to establish a base
for the China market and global development of these interests.

 The valuation of such property is $ 37 million; based on the Company's
 20 % ownership, the Company would acquire the value of $ 7,400,000. In exchange, the Company issued to Zhonghui an aggregate of 370,000
shares (the "Shares") of common stock, at a per share price of $ 20.0. The Shares are subject to a lock-up period of one year
following the closing date of the transaction. In addition, the parties agreed that, after one year following the closing of the transaction,
if the market value of the Shares or the value of the property increases or decreases, the parties will negotiate in good faith to make
reasonable adjustments. The Company's ownership rights to the property and the associated land parcel, or a suitable replacement
property, are safeguarded under the terms of the cooperation agreement, which is legally binding and enforceable.

 As discussed in Note 2, the Company incorrectly
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
from Construction-in-Progress to Prepayment for Asset Acquisition.

 The construction-in-progress property is planned
to finish before the end of 2025.

 6. LONG-TERM INVESTMENTS

 (1)
 The ownership percentages of each investee are listed as follows:

 Ownership percentage

 Accounting

 Name of investees

 2024

 2023

 treatments

 Braingenesis Biotechnology Co., Ltd.*

 0.17
 %

 0.17
 %

 Cost Method

 Genepharm Biotech Corporation

 0.67
 %

 0.67
 %

 Cost Method

 BioHopeKing Corporation

 5.90
 %

 5.90
 %

 Cost Method

 ForSeeCon Eye Corporation (see Note 10)

 19.78
 %

 -
 %

 Cost Method

 BioFirst Corporation

 18.68
 %

 18.68
 %

 Equity Method

 OncoX BioPharma, Inc. (see Note 10)

 24.97
 %

 -
 %

 Equity Method

 Rgene Corporation

 26.65
 %

 26.65
 %

 Equity Method

 *
 This company was acquired by Canal Biotech Corporation Inc.
Our stock is in the 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:

 Name of investees

 The extent the investee relies on the Company for its business

 Braingenesis Biotechnology Co., Ltd.

 No specific business relationship

 Genepharm Biotech Corporation

 No specific business relationship

 BioHopeKing Corporation

 Collaborating with the Company to develop and commercialize drugs (referring to Note 4, Collaborative
Agreements)

 BioLite Japan K.K.

 The Company's joint venture noncontrolling subsidiary perform research and development activities and explore business opportunities in Japan

 ForSeeCon Eye Corporation

 Collaborating with the Company to develop and commercialize ophthalmic medical devices (referring to Note 4, Collaborative Agreements)

 BioFirst Corporation

 Loaned from 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)

 Rgene Corporation

 Collaborating with the Company to develop and commercialize drugs (referring to Note 4, Collaborative Agreements)

 F- 26

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

 2024

 2023

 Non-marketable Cost Method Investments, net

 Braingenesis Biotechnology Co., Ltd.

 $
 6,727

 $
 7,213

 Genepharm Biotech Corporation

 20,540

 22,021

 ForSeeCon Eye Corporation (d)

 -

 -

 BioHopeKing Corporation

 762,983

 818,018

 Subtotal

 790,250

 847,252

 Equity Method Investments, net

 BioFirst Corporation (a)

 1,468,504

 1,680,488

 Rgene Corporation (b)

 -

 -

 BioLite Japan K.K. (BioLite JP) (c)

 -

 -

 OncoX BioPharma, Inc. (e)

 -

 -

 Total

 $
 2,258,754

 $
 2,527,740

 (a)
 BioFirst Corporation (the "BioFirst"):

 The Company holds an equity interest
in BioFirst Corporation, accounting for its equity interest using the equity method to accounts for its equity investment as prescribed
in ASC 323, Investments—Equity Method and Joint Ventures ("ASC 323"). Equity method adjustments include the Company's
proportionate share of investee's income or loss and other adjustments required by the equity method. As of December 31, 2024 and
2023, the Company owns 18.68 % and 18.68 % common stock shares of BioFirst, respectively. The Company made a prepayment for equity investment
in BioFirst to purchase additional shares to be issued by BioFirst in the aggregate amount of $ 2,688,578, recorded as prepayment for long-term
investments as of December 31, 2022. On July 19, 2023, the Company successfully completed the registration process for this investment.
The initial prepayment was $ 1,895,556, which is a portion of the prepayment as of December 31, 2022, and was converted into 994,450 shares
of BioFirst stock. As of December 31, 2024, the amount of prepayment for long-term investments in Biofirst is $ 1,124,842.

 Summarized unaudited financial information for
the Company's equity method investee, BioFirst, is as follows:

 Balance Sheets

 2024

 2023

 Current Assets

 $
 1,323,952

 $
 1,451,877

 Non-current Assets

 1,083,472

 686,206

 3,508,413

 2,286,058

 Non-current Liabilities

 114,606

 347,193

 Stockholders' Deficit

 ( 1,215,595
)

 ( 495,168
)

 Statements of operations

 2024

 2023

 Net sales

 $

 $

 Gross profit

 ( 770,877
)

 ( 1,194,797
)

 Share of losses from investments accounted for using the equity method

 ( 339,171
)

 ( 221,888
)

 F- 27

 (b)
 Rgene Corporation (the "Rgene")

 Both Rgene and the Company are under
common control by Dr. Tsung-Shann Jiang, the CEO and chairman of the BioLite Inc. Since Dr. Tsung-Shann Jiang is able to exercise significant
influence, but not control, over the Rgene, the Company determined to use the equity method to accounts for its equity investment as prescribed
in ASC 323, Investments—Equity Method and Joint Ventures ("ASC 323"). Equity method adjustments include the Company's
proportionate share of investee's income or loss and other adjustments required by the equity method. As of December 31, 2024 and
2023, the Company owns 26.65 % and 26.65 % common stock shares of Rgene, respectively.

 Summarized unaudited financial information for
the Company's equity method investee, Rgene, is as follows:

 Balance Sheets

2024

2023

 Current Assets

 $
 46,491

 $
 50,538

 Non-current Assets

 222,988

 250,716

 1,546,123

 2,591,960

 Non-current Liabilities

 Shareholders' Deficit

 ( 1,276,963
)

 ( 2,291,517
)

 Statements of operations

 2024

 2023

 Net sales

 $

 -

 $

 -

 Gross Profit

 -

 -

 ( 118,367

)

 ( 1,550,123

)

 Share of loss from investments accounted for using the equity method

 -

 -

 (4)

 Disposition of long-term investment

 During the years ended December 31,
2024 and 2023, there is no disposition of long-term investment.

 (5)

 Loss on investment in equity securities

 The components of loss on investment in equity
securities for each period were as follows (not recognized since the carrying value of the investment was reduced to $0):

 2024

 2023

 Share of equity method investee losses

 $
 ( 339,171
)

 $
 ( 221,888
)

 F- 28

 (c)
 BioLite Japan K.K. (BioLite JP)

 In October 2021, the Company, Lucidaim
Co., Ltd., a Japanese corporation ("Lucidaim," together with the Company, the "Shareholders"), and BioLite Japan
K.K., a Japanese corporation ("BioLite JP") entered into a Joint Venture Agreement. BioLite JP is a private limited company
incorporated on December 18, 2018. The business of the joint venture is the research and development of drugs, medical device and digital
media, investment, fund running and consulting, distribution and marketing of supplements carried on by BioLite JP and its subsidiaries
in Japan, or any other territory or businesses. At the date of the Agreement, BioLite JP has 10,000 ordinary shares authorized, with 3,049
ordinary shares issued and outstanding (the "Ordinary Shares"). Pursuant to the Agreement and the related share transfer agreement,
Lucidaim shall own 1,555 Ordinary Shares ( 51 %) and the Company shall own 1,494 Ordinary Shares ( 49 %). The Company paid $ 150,000 towards
the setup of the joint venture; BioLite Japan's other shareholder also paid $ 150,000 after the Letter of Intent was signed. This
prepayment is booked in prepayment for investment. As of December 31, 2024, the Company evaluated the investee's business and financial
conditions and determined to fully impair such prepayment.

 (d)
 ForSeeCon
Eye Corporation (FEYE)

 FEYE is a private company registered
in the British Virgin Islands, focusing on the field of diagnosis and treatment of eye disorders, with its main product of Vitargus. The
Company granted FEYE certain licensed products in exchange of FEYE ownership. See Note 4 for detail of such transactions.

 (e)
 OncoX BioPharma, Inc. (OncoX)

 OncoX is a private company registered
in the British Virgin Islands, focusing on oncology trials and drug development across Asia-Pacific. The Company granted OncoX certain
licensed products in exchange of OncoX's ownership. See Note 4 for detail of such transactions.

 7. CONVERTIBLE NOTES PAYABLE

 Lind Notes Payable

 On February 23, 2023, the Company entered into
a securities purchase agreement with Lind Global Fund II, LP ("Lind"), pursuant to which the Company issued Lind a secured,
convertible note in the principal amount of $ 3,704,167, for a purchase price of $ 3,175,000 (the "Lind Note"), that is convertible
into shares of the Company's common stock at an initial conversion price of $ 10.5 per share, subject to adjustment. The Company
also issued Lind a common stock purchase warrant (the "Lind Warrant") to purchase up to 529,167 shares (post-split) of the
Company's common stock at an initial exercise price of $ 10.5 per share for a period of 5 years, subject to adjustment that immediately
upon such issuance or sale, the Exercise Price in effect immediately prior to such issuance or sale shall be reduced (and in no event
increased) to an Exercise Price equal to the consideration per share paid for such Additional Shares of Common Stock. The warrants were
valued using the Black-Scholes model. The fair value of the warrants was determined to be $ 1,225,543, which was recorded to debt discount.

 Beginning with the date that is six months from
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,
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,
conversion or redemption of the Lind Note in accordance with the terms thereof (the "Monthly Payments"). At the Company's
discretion, the Monthly Payments shall be made in (i) cash, (ii) shares of the Company's common stock, or (iii) a combination of
cash and Shares; if made in shares, the number of shares shall be determined by dividing (x) the principal amount being paid in shares
by (y) 90 % of the average of the 5 lowest daily VWAPs during the 20 trading days prior to the applicable payment date. The Lind Notes
sets forth certain conditions that must be satisfied before the Company may make any Monthly Payments in shares of common stock. If the
Company makes a Monthly Payment in cash, the Company must also pay Lind a cash premium of 5 % of such Monthly Payment.

defined in the Lind Note), the Company must pay Lind an amount equal to 120 % of the then outstanding principal amount of the Lind
Note (the "Mandatory Default Amount"), in addition to any other remedies under the Note or the other Transaction Documents.
The Company and Lind entered into a letter agreement on September 12, 2023, pursuant to which the Mandatory Default Amount was reduced
to 115 % of the then outstanding principal amount of the Lind Note; pursuant to the letter agreement, Lind also agreed to waive any default
associated with the Company's market capitalization being below $ 12.5 million for 10 consecutive days through February 23, 2024,
but retained its right to convert its Note. In addition, if the Company is unable to increase its market capitalization and is unable
to obtain a further waiver or amendment to the Lind Note, then the Company could experience an event of default under the Lind Note, which
could have a material adverse effect on the Company's liquidity, financial condition, and results of operations. The Company cannot
make any assurances regarding the likelihood, certainty, or exact timing of the Company's ability to increase its market capitalization,
as such metric is not within the immediate control of the Company and depends on a variety of factors outside the Company's control.

 F- 29

 The Lind Warrant may be exercised via cashless
exercise.

 The warrant exercise price was reset to $ 3.5 in accordance to the issuance
of common stock in relation to securities purchase agreement on July 2023. On May 22, 2024, the exercise price of these warrants
was reset to $ 0.75 along with the immediate exercise of existing warrants and issuance of the New Warrants. As of December 31, 2024, these
Lind Warrants associated with the first Lind Note were fully exercised.

 On November 17, 2023, the Company entered another
securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note (the "2 nd
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
common stock at a conversion price, which shall be the lesser of (i) $ 3.50 and (ii) 90 % of the average of the three lowest VWAPs during
the 20 trading days prior to conversion. The 2 nd Lind Note shall be due and payable on May 19, 2025 and bear no interest. The
Company may prepay all, but not less than all, outstanding principal amount prior to the maturity, and Lind shall have the right to convert
up to one third of the principal amount when the Company prepays. Upon the occurrence of any Event of Default (as defined in the 2 nd
Lind Note), the Company must pay Lind an amount equal to 120 % of the then outstanding principal amount of the Lind Note, in addition to
any other remedies under the Note or the other transaction documents. Lind also received a 5-year common stock purchase warrant to purchase
up to 1,000,000 shares of the Company's common stock at an initial exercise price of $ 2 per share for a period of 5 years. The warrants
were valued using the Black-Scholes model. The fair value of the warrants was determined to be $ 480,795, which was recorded to debt discount.
An amendment was filed with the SEC on February 29, 2024 to disclose that due to Nasdaq requirements, the parties entered into an amendment
to the Note, pursuant to which the conversion price shall have a floor price of $ 1.00. Additionally, the amendment requires the Company
to make a cash payment to Lind if in connection with a conversion, the conversion price is deemed to be the floor price. During the year
ended December 31, 2024, Lind converted $ 800,000 of 2 nd Lind Note principal amounts into the Company's common stocks.
Refer to the common stock issuance details in Note 12, Equity. As of April 1, 2025, Lind has converted the remaining $ 400,000 principal balance into the Company's common
stocks.

 On January 17, 2024, the Company entered
another securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note (the
"3 rd Lind Note") in the principal amount of $ 1,000,000, for a purchase price of $ 833,333, that is convertible
into shares of the Company's common stock at a conversion price, which shall be the lesser of (i) $ 3.50 and (ii) 90 % of the
average of the three lowest VWAPs during the 20 trading days prior to conversion. The 3 rd Lind Note shall be due and
payable on July 17, 2025 and bear no interest. The Company may prepay all, but not less than all, outstanding principal amount prior
to the maturity, and Lind shall have the right to convert up to one third of the principal amount when the Company prepays. Upon the
occurrence of any Event of Default (as defined in the 3 rd Lind Note), the Company must pay Lind an amount equal to 120 %
of the then outstanding principal amount of the Lind Note, in addition to any other remedies under the Note or the other transaction
documents Lind also received a 5 -year, common stock purchase warrant to purchase up to 1,000,000 shares of the Company's
common stock at an initial exercise price of $ 2 per share. The warrants were valued using the Black-Scholes model. The fair value of
the warrants was determined to be $ 394,071, which was recorded to debt discount. An amendment was filed with the SEC on February 29,
2024 to disclose that due to Nasdaq requirements, the parties entered into an amendment to the Note, pursuant to which the
conversion price shall have a floor price of $ 1.00. Additionally, the amendment requires the Company to make a cash payment to Lind
if in connection with a conversion, the conversion price is deemed to be the floor price. No conversion or repayment to
3 rd Lind Note has occurred during the year ended December 31, 2024. As of April 1, 2025, Lind has converted
$ 400,000 principal balance into the Company's common stock, leaving outstanding principal of $ 600,000.

 In connection with above three Lind Note offerings,
the Company and its subsidiaries: BioKey, BioLite, Biolite BVI, and American BriVision, jointly and severally guaranteed all of the obligations
of the Company in connection with the offering with certain collateral, as set forth in the related transaction documents.

 On May 22, 2024 and November 19, 2024, Lind has
exercised 1,000,000 and 500,000 of the existing warrants to purchase shares of Common Stock at a reduced exercise price of $ 0.75 and $ 0.42
per share, respectively. Refer to the details in Note 12, Equity.

 Total interest expenses in connection with the above three Lind Notes
were $ 773,139 and $ 1,233,284 for the years ended December 31, 2024 and 2023, respectively.

 F- 30

 Other Convertible Notes Payable

 On November 1, 2024 and November 5, 2024, the
Company's subsidiary, AiBtl, issued two convertible note payable, each with a principal amount of $ 30,000 to two separate individuals,
for total consideration of $ 60,000. Each note has a 1 -year term and an implied annual discount rate of 6.89 %. These convertible notes
bear 0 % interest rate and are convertible by the holders into the AiBtl's common stock at $ 5 per share at any time before the maturity.
AiBtl reserves the right to repurchase the note in full at any time before the maturity.

 The convertible notes payable is accounted for
in accordance with ASC 470-20, Debt with Conversion and Other Options. The Company evaluated the conversion feature and determined that
it qualifies for equity classification as it meets the "fixed-for-fixed" criteria. The proceeds from the issuance were allocated
to the present value of the liability component in aggregate for $ 56,132, and to debt discount for $ 3,868. The debt discount is recorded
in additional paid-in capital in the statement of change in equity.

 The debt discount is being amortized over the
 1 -year term using the effective interest method. During the year ended December 31, 2024, the Company recognized $ 646 in interest expense
related to the amortization of the debt discount.

 The carrying amounts of the liability component
are summarized as follows:

 December 31, 2024

 Entity

 Date

 Maturity
 Date

 Principal
 Amount at

 Stated
 Rate

 Effective
 Rate

 Conversion
 Price

 Common
 Stock
 to be
 converted

 Principal
 Amount at
 Balance
 Sheet Date

 Unamortized
 Discount

 Carrying
 Value

 Fair
 Value

 2nd LIND Note

 ABVC

 November 17,
 2023

 May 19,
 2025

 $
 1,200,000

 %

 86.94
 %

 $
 1.00

 ABVC

 $
 400,000

 $
 118,048

 $
 281,952

 $
 480,000

 3rd LIND Note

 ABVC

 January 17,
 2024

 July 17,
 2025

 %

 87.40
 %

 $
 1.00

 ABVC

 388,685

 611,315

 1,200,000

 Other Note

 AiBtl

 November 1,
 2024

 November 1,
 2025

 %

 6.89
 %

 $
 5.00

 AiBtl

 1,610

 28,390

 Other Note

 AiBtl

 November 5,
 2024

 November 5,
 2025

 %

 6.89
 %

 $
 5.00

 AiBtl

 1,611

 28,389

 $
 2,260,000

 $
 1,460,000

 $
 509,954

 $
 950,046

 $
 1,740,000

 December 31, 2023

 Entity

 Date

 Maturity
 Date

 Principal
 Amount

 Stated
 Rate

 Effective
 Rate

 Conversion
 Price

 Common
 Stock
 to be
 converted

 Principal
 Amount at
 Balance
 Sheet Date

 Unamortized
 Discount

 Carrying
 Value

 Fair
 Value

 1st LIND Note

 ABVC

 February 23,

2023

 August 23,
 2024

 $
 3,704,167

 %

 61.42
 %

 $
 3.50

 ABVC

 $
 811,175

 $
 290,063

 $
 521,112

 $
 973,410

 2nd LIND Note

 ABVC

 November 17,

2023

 May 19,

2025

 1,200,000

 %

 86.94
 %

 $
 1.00

 ABVC

 1,200,000

 834,590

 365,410

 1,440,000

 $
 4,904,167

 $
 2,011,175

 $
 1,124,653

 $
 886,522

 $
 2,413,410

 F- 31

 8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

consisted of the following as of the periods indicated:

 2024

 2023

 Accrued research and development expense

 $
 1,799,583

 $
 1,799,583

 Accrued directors and officers (owners) compensation

 1,025,867

 1,018,253

 Accrued royalties

 255,592

 274,028

 Accrued compensation and employee benefits

 126,106

 29,138

 Others

 302,274

 427,350

 Total

 $
 3,509,422

 $
 3,548,352

 9. SHORT-TERM LOANS

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

 2024

 2023

 Cathay United Bank

 $
 200,252

 $
 245,250

 CTBC Bank

 610,000

 654,000

 Other individual

 -

 Total

 $
 840,252

 $
 899,250

 Cathay United Bank

 On June 28, 2016, BioLite Taiwan and Cathay United Bank entered into
a one-year bank loan agreement (the "Cathay United Loan Agreement") in a credit limit amount of NTD 7.5 million, equivalent
to $ 228,750. The term started June 28, 2016 with maturity date at June 28, 2017. The loan balance bears interest at a floating rate of
prime rate plus 1.31 %. The prime rate is based on term deposit saving interest rate of Cathay United Bank. The Company renews the agreement
with the bank every year, and the next renewal date is September 6, 2025. As of December 31, 2024 and December 31, 2023, the effective
interest rates per annum was 2.99 % and 2.87 %, respectively. The loan is collateralized by the building and improvement of BioLite
Taiwan, and is also personal guaranteed by the Company's chairman. During the year ended December 31, 2024, the Company made payments
of the loan in total of NTD 934,366, equivalent to $ 29,152.

 Interest expenses were $ 6,891 and $ 6,856 for the
years ended December 31, 2024 and 2023, respectively.

 CTBC Bank

 On June 12, 2017 and July 19, 2017, BioLite Taiwan
and CTBC Bank entered into two short-term saving secured bank loan agreements (the "CTBC Loan Agreements") in a credit limit
amount of NTD 10 million, equivalent to $ 327,500, and NTD 10 million, equivalent to $ 327,500, respectively. Both two loans with the same
maturity date at January 19, 2018. In February 2018, BioLite Taiwan combined two loans and extended the loan contract with CTBC for one
year. The Company renews the agreement with the bank every year, and the next renewal date is February 28, 2025. 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. This loan
was also personal guaranteed by the Company's chairman and BioFirst. During the year ended December 31, 2020, BioLite Taiwan has
opened a TCD account with CTBC bank to guarantee the loan going forward.

 Interest expenses were $ 15,557 and $ 15,610 for
the years ended December 31, 2024 and 2023, respectively.

 Other individual – Third party

 On March 21, 2024, the Company issued an unsecured
promissory note to a third party for the proceeds of $ 30,000. The note bears interest rate of 12 % per annum and matures on March 21, 2025,
or upon the occurrence of an event of default.

 Interest expenses were $ 2,811 for the year ended
December 31, 2024.

 F- 32

 10. RELATED PARTIES TRANSACTIONS

 The related parties of the company with whom transactions
are reported in these financial statements are as follows:

 Name of entity or Individual

 Relationship with the Company and its subsidiaries

 BioFirst Corporation (the "BioFirst")

 Entity controlled by controlling beneficiary shareholder of YuanGene

 BioFirst (Australia) Pty Ltd. (the "BioFirst (Australia)")

 100% owned by BioFirst; Entity controlled by controlling beneficiary shareholder of YuanGene

 Rgene Corporation (the "Rgene")

 Shareholder of the Company; Entity controlled by controlling beneficiary shareholder of YuanGene; the Chairman of Rgene is Mr. Tsung-Shann Jiang

 GenePharm Inc. (the "GenePharm")

 Dr. George Lee, Board Director of Biokey, is the Chairman of GenePharm.

 The Jiangs

 Mr. Tsung-Shann Jiang, the controlling beneficiary shareholder of the Company and Rgene, the Chairman and CEO of the BioLite Holding Inc. and BioLite Inc. and the President and a member of board of directors of BioFirst

 Ms. Shu-Ling Jiang, Mr. Tsung-Shann Jiang's wife, is the Chairman of Keypoint; and a member of board of directors of BioLite Inc.

 Mr. Eugene Jiang is Mr. and Ms. Jiang's son. Mr. Eugene Jiang is the chairman, and majority shareholder of the Company and a member of board of directors of BioLite Inc.

 Mr. Chang-Jen Jiang is Mr. Tsung-Shann Jiang's sibling and the director of the Company.

 Ms. Mei-Ling Jiang is Ms. Shu-Ling Jiang's sibling.

 BioLite Japan

 Entity controlled by controlling beneficiary shareholder of ABVC

 BioHopeKing Corporation ("BHK")

 Entity controlled by controlling beneficiary shareholder of ABVC

 AiBtl (Holding) BioPharma, Inc. ("AiBtl Holding")

 Founding shareholder of AiBtl BioPharma Inc.

 Jaimes Vargas Russman

 CEO of AiBtl BioPharma Inc.

 Lion Arts Promotion, Inc.

 Entity controlled by the Jiangs.

 Revenues – related parties

 During the years ended December 31, 2024, the
Company received $ 296,000 in cash, pursuant to the licensing agreement and related amendment with FEYE, and recognized $ 296,000 revenue
correspondingly. In addition, the Company received $ 200,000 during the year ended December 31, 2024, pursuant to the licensing agreement
with OncoX, and recognized revenue correspondingly. Please refer to Note 4, Collaborative Agreements for details.

 December 31

 2024

 2023

 OncoX

 $

 $
 -

 FEYE

 296,000

 $
 -

 Rgene

 -

 $
 2,055

 Total

 $
 496,000

 $
 2,055

 Consulting fees – related parties

 In March 2024, the Company engaged Lion International
to provide operation, business development, human resources, and capital finance consulting services. The agreement is for 12 months
expiring in February 2025, and is optional for renewal upon mutual agreement. The Company incurred $ 104,083 for the year ended December
31, 2024. No such consulting service was engaged in year 2023.

 Accounts receivable - related parties

 Accounts receivable due from related parties consisted
of the following as of the periods indicated:

 2024

 2023

 GenePharm Inc.

 $
 -

 $
 -

 Rgene

 -

 10,463

 Total

 $
 -

 $
 10,463

 As of December 31, 2024, management considered
the outstanding accounts receivable from Rgene may not be recoverable, and recognized credit loss in full.

 F- 33

 Due from related parties

 Amount due from related parties consisted of the
following as of the periods indicated:

 Due from related party- Current

 2024

 2023

 Rgene (1)

 $

 565,711

 $

 541,486

 BioFirst (2)

 589,340

 206,087

 Total

 $

 1,155,051

 $

 747,573

 Due from related parties- Non-current, net

 2024

 2023

 BioFirst (Australia) (3)

 $
 839,983

 $
 839,983

 BioHopeKing Corporation (4)

 120,210

 113,516

 Total

 1,014,193

 953,499

 Less: allowance for expected credit losses accounts

 ( 1,014,193
)

 ( 839,983
)

 Net

 $
 -

 $
 113,516

 (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 to Rgene which bears interest at 5 % per annum for the use of working capital that, if fully converted, would result in ABVC owning an additional 6.4 % of Rgene. The Company may convert the Note at any time into shares of Rgene's common stock at either (i) a fixed conversion price equal to $ 1.00 per share or (ii) 20 % discount of the stock price of the then most recent offering, whichever is lower; the conversion price is subject to adjustment as set forth in the Note. The Note includes standard events of default, as well as a cross-default provision pursuant to which a breach of the Service Agreement will trigger an event of default under the convertible note if not cured after 5 business days of written notice regarding the breach is provided.

 As of December 31, 2024 and December 31, 2023,
the outstanding loan balance were both $ 500,000; and accrued interest was $ 63,819 and $ 38,819, respectively.

 As of December 31, 2024 and 2023, the Company has other receivables amounted $ 1,892 and $ 2,667, respectively, from Rgene due to daily operations.

 (2)
 On December 31, 2023, BioLite Taiwan entered into a loan agreement with BioFirst, with a principal amount of NTD 11,072,360 (approximately $ 337,707), which bears interest at 12 % per annum for the use of working capital. During the year ended December 31, 2024, the Company entered into another loan agreement with BioFirst, with a principal amount of NTD 11,406,000 (approximately $ 347,883), which bears interest at 12 % per annum for the use of working capital. As of December 31, 2024 and 2023, the outstanding loan balance were NTD 17,571,076 (approximately $ 535,918) and NTD 6,302,360 ($ 206,087), respectively; accrued interest was $ 53,422 and $ 0, respectively. The Company has received NTD 4,040,000 (approximately $ 126,048) repayment and expects to receive other repayment within next 12 months.

 (3)
 On July 1, 2020, the Company entered into a loan agreement with BioFirst (Australia) for $ 361,487 to properly record R&D cost and tax refund allocation based on co-development contract executed on July 24, 2017. The loan was originally set to be mature on September 30, 2021 with an interest rate of 6.5 % per annum, but on September 7, 2021, the Company entered into a loan agreement with BioFirst (Australia) for $ 67,873 to meet its new project needs. On July 27, 2021, the Company repaid a loan 249,975 to BioFirst (Australia). On December 1, 2021, the Company entered into a loan agreement with BioFirst (Australia) for $ 250,000 to increase the cost for upcoming projects. The loan will be matured on November 30, 2022 with an interest rate of 6.5 % per annum. In 2022, the Company entered into several loan agreements with BioFirst (Australia) for a total amount of $ 507,000 to increase the cost for upcoming projects. During the first quarter of 2023, the Company entered into several loan agreements with BioFirst (Australia) for a total amount of $ 88,091 to increase the cost for upcoming projects. During the second quarter of 2023, the Company entered into several loan agreements with BioFirst (Australia) for a total amount of $ 25,500 to increase the cost for upcoming projects. All the loans period was twelve months with an interest rate of 6.5 % per annum. For accounting purpose, the due from and due to related party balances was being net off. As of December 31, 2024 and 2023, the outstanding loan balances and allocated research fee were both amounted to $ 681,185, and accrued interest balances were both amounted $ 158,798.

 The business conditions of BioFirst (Australia) deteriorated and, as a result, the Company recognized expected credit losses of $ 839,983 for the year ended December 31, 2023. The Company stopped accruing interest income recognizing such losses.

 F- 34

 (4)
 On February 24, 2015, BioLite Taiwan and BioHopeKing Corporation (the "BHK") entered into a co-development agreement, (the "BHK Co-Development Agreement", see Note 4). The development costs shall be shared 50/50 between BHK and the Company. Under the term of the agreement, BioLite issued relevant development cost to BHK. As of December 31, 2024 and 2023, due from BHK was both NTD 3,941,299 (approximately $ 120,210 and $ 113,516, respectively). The business conditions of BHK deteriorated and as a result, the Company recognized expected credit losses of $ 120,210 for the year ended December 31, 2024.

 The Company's due from related parties are
subject to certain risks that our collaborative parties, including OncoX and FEYE, would face. Such risks exist in future market conditions,
macro economy, legal and regulatory, results of clinical trials and product developments, and among others. As of December 31, 2024, the
Company's comprehensive review of these due from related party balances indicates that there are no expected losses except those
being recognized above. This conclusion is based on the business relationships with our related parties and the absence of any significant
indicators of potential default.

 Amount due to related parties consisted of the
following as of the periods indicated:

 2024

 2023

 AiBtl Holding (1)

 $
 348,219

 $
 -

 The Jiangs (2)

 274,170

 19,789

 Shareholders (3)

 142,130

 152,382

 Directors (4)

 8,526

 1,322

 Total

 $
 773,045

 $
 173,493

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

 (2)
 Since 2019, the Jiangs advanced funds to the Company for working capital purpose. As of December 31, 2024 and 2023, the outstanding balance due to the Jiangs amounted to $ 274,170 and $ 19,789, respectively. These loans bear no interest and are due on demand.

 (3)
 Since 2018, the Company's shareholders have advanced funds to
the Company for working capital purpose. The advances bear interest rate around 12 % per annum. As of December 31, 2024 and 2023, the outstanding
principal and accrued interest was $ 172,112 and $ 152,382, respectively. Interest expenses in connection with these loans were $ 21,101
and $ 20,094 for the years ended December 31, 2024 and 2023, respectively.

 (4)
 As of December 31, 2024 and 2023, due to Directors amounted to $ 8,526 and $ 1,322, respectively, were related to the daily operating expenses in 2024 and entity setup fee in 2023 paid by the Directors of AiBtl on behalf of the entity.

 F- 35

 11. INCOME TAXES

 Income tax (benefit)
expense for the years ended December 31, 2024 and 2023 consisted of the following:

 2024

 2023

 Current:

 Federal

 $
 -

 $
 -

 State

 -

 -

 Foreign

 ( 110,539
)

 140,338

 Total Current

 $
 ( 110,539
)

 $
 140,338

 Deferred:

 Federal

 $
 -

 $
 -

 State

 -

 -

 Foreign

 -

 115,668

 Total Deferred

 $
 -

 $
 115,668

 Total provision for income tax (benefit) expense

 $
 ( 110,539
)

 $
 256,006

 Deferred tax assets (liability) as of
December 31, 2024 and 2023 consist approximately of:

 2024

 2023

 Loss on impairment of Assets

 713,223

 713,223

 Net operating loss carryforwards

 5,677,413

 5,018,343

 Operating lease liabilities

 178,014

 213,482

 Operating lease assets

 ( 178,014
)

 ( 213,482
)

 Deferred tax assets, Gross

 6,390,636

 5,731,566

 Valuation allowance

 ( 6,390,636
)

 ( 5,731,566
)

 Deferred tax assets, net

 -

 -

 12. EQUITY

 The Company previously reported that during the
year ended December 31, 2019, the Company entered into service agreements with Euro-Asia Investment & Finance Corp Ltd. (a related
party), Ever Adventure inv. (Formosa) Consultant Co., Ltd., New Eastern Asia (a related party), and Kimho Consultants Co., Ltd. (a related
party) for the maintenance of the listing in the U.S. stock exchange market, investor relations, and business development. Pursuant to
the agreements, the Company issued 644,972 shares of the Company's common stock for the consulting service from July 2019 to July
2024 for the service fee of $ 4,514,800 in aggregate, and recorded as stock subscription receivable. For the years ended December 31, 2024
(through June 30, 2024) and 2023, stock subscription receivable recognized as stock-based compensation in equity was $ 451,480 and $ 902,960,
respectively.

 After further reviewed and investigation, above
services were completely provided by December 31, 2022. Pursuant to ASC 718, the costs of services should be recognized along with the
period when services are received. Therefore, the Company reversed share-based compensation expenses of $ 451,480 and $ 902,960 for the
years ended December 31, 2024 and 2023, respectively. The accumulated deficit as of December 31, 2022 was corrected with the Stock Subscription
Receivables for $ 1,354,440 as a result of such adjustments.

 On January 3, 2023, the Company issued 22,341 common
stock (post-split) to a consultant for providing consulting services on listing to NASDAQ in 2021.

 On July 27, 2023, the Company entered into that
certain securities purchase agreement. relating to the offer and sale of 30,000 shares of common stock (post-split) and 20,000 pre-funded
warrants (post-split), at an exercise price of $ 0.001 per share, in a registered direct offering. Pursuant to the Purchase Agreement,
the Company agreed to sell the Shares and/or Pre-funded Warrants at a per share purchase price of $ 3.50, for gross proceeds of $ 1,750,000,
before deducting any estimated offering expenses. On August 1, 2023, 200,000 pre-funded warrants were exercised.

 F- 36

 On August 14, 2023, the Company entered into a
cooperation agreement with Zhonghui. Pursuant thereto, the Company expect to receive 20 % of the ownership of a property and the parcel
of the land owned by Zhonghui in Leshan, Sichuan, China. During the third quarter of 2023, the Company issued to Zhonghui, an aggregate
of 370,000 shares (post-split) of the Company's common stock, at a per share price of $ 1.87, for $ 691,900. The Company also
issued 29,600 common stock to consultants for providing consulting services on the above transaction. Please refer Note 2 for the restatement
of prior year reported amounts.

 On January 27, 2024, the Company granted 1,302,726
restricted shares to its employees and directors under the 2016 Equity Incentive Plan as compensation for their previous services, with
an issuance date of February 2, 2024. These shares are subject to a three-year restriction period.

 On February 6, 2024, the Company entered into
a definitive agreement with Shuling Jiang ("Shuling"), pursuant to which Shuling shall transfer the ownership of certain land
she owns located at Taoyuan City, Taiwan (the "Land") to the Company (the "Agreement"). Shuling is a director
of the Company, is married to TS Jiang, the Company's Chief Strategic Officer and owns approximately 15.4 % of the Company's
issued and outstanding shares of common stock. In consideration for the Land, the Company was to pay Shuling (i) 703,496 restricted shares
of the Company's common stock (the "Shares") at a price of $ 3.50 per share and (ii) five-year warrants to purchase up
to 1,000,000 shares of the Company's common stock, with an exercise price of $ 2.00 per share. Under the Agreement, Shuling was to
also transfer outstanding liability owed on the Land (approximately $ 500,000) to the Company. On May 16, 2024, the Company's board
of directors determined that it was in the best interest of the Company and its shareholders to terminate the Agreement and not proceed
with the transfer of land ownership; the Company may reconsider the transaction at a later date. The shares were returned and booked as
treasury stock, and the warrants were not issued.

 On May 24, 2024, the Company issued 200,000 shares
of common stock to a consultant for providing business and funding opportunities.

 In June 2024, the Company entered into a stock
purchase agreement with an investor, which the Company issued 41,387 shares of common stock at $ 0.75 per share to the investor for cash.
Due to certain stock transfer processes, one of the Company's shareholders transferred such shares to the investor on behalf of
the company in July 2024; the company plans to issue the same number of shares to the transferring shareholder soon.

 In July 2024, the Company entered into an agreement
with its landlord in California, pursuant that the Company will make the rent payments in the Company's common stocks. As of December
31, 2024, the Company has issued 399,384 shares with average issuance price of $ 0.68 per share, for the monthly rent from April 2024 and
half month of December 2024, in total of $ 271,827. The Company subsequently issued 80,654 shares of its common stock for each of the half
month rent in the first quarter of 2025.

 Noncontrolling Interests

 AiBtl was incorporated in
January 2023 and issued 20,000,000 shares of its common stocks to the founding shareholder AiBtl Holding with the par value $ 0.0001, for
$ 2,000 at the time of incorporation. Due to certain administrative process, the previous issuance was not correctly and timely recorded
at AiBtl's book which resulted in the correction of the previous reported non-controlling interest equity balance. Later in December
2023, AiBtl issued 23,000,000 shares to ABVC and 23,000,000 shares to BioLite, respectively, as a consideration for the Company's
out-licensing products, as disclosed in Note 4. At the close of the transaction, AiBtl became the Company's 60.70 % owned subsidiary
included in the consolidated financial statements.

 On March 14, 2024, AiBtl issued 1,610,700 AiBtl's
common stocks to a land acquisition transaction in Taiwan, including the 1-year business consulting fee of $ 383,500 incurred beginning
in November 2023, and the cost of land $ 7,670,000. Due to certain administrative processes and restrictions, AiBtl has not acquired ownership
of the land and no asset was recognized.

 Yunzhiyi, a Taiwan corporation, was incorporated
in August 2024, with 90 % owned by BioLite Taiwan and 10 % owned by Shuling Jiang, the Company's director. This entity is set up for
holding the land that AiBtl acquired in Taiwan for developing health related business in Taiwan. Due to certain administrative processes
and restrictions, the title transfer has not completed, and no asset was recognized as of the issuance of this report. However, AiBtl
entered a series of agreements with the sellers in March 2025, to obtain the complete rights and obligations of the land while in the
process of transferring the title. These agreements are effective until the tile transfer is completed. AiBtl recognized such asset on
its balance sheet in March 2025.

 F- 37

 Lind Offerings and Repayments

 On February 23, 2023, in connection with the issuance
of the Lind Note (referring to Note 7), the Company issued Lind a 5 -year term of common stock purchase warrant to purchase up to 529,167
shares (post-split) of the Company's common stock at an initial exercise price of $ 10.5 per share (post-split), subject to adjustment.
The warrant exercise price was reset to $ 3.5 in accordance with the issuance of common stock in relation to securities purchase agreement
in July 2023. On May 22, 2024, the exercise price of these warrants was further reset to $ 0.75 along with the immediate exercise of existing
warrants and issuance of the New Warrants.

 During the years ended December 31, 2024 and 2023,
the Company has made repayment of Lind Note with the Company's common stock for 1,705,303 shares and 3,732,167 shares, respectively,
totaling $ 593,714 and $ 1,786,686, respectively. As of December 31, 2024, the first Lind Note was fully repaid.

 On November 17, 2023, in connection with the issuance
of the 2 nd Lind Note (referring to Note 7), Lind also received a 5 -year term of common stock purchase warrants to purchase
up to 1,000,000 shares of the Company's common stock at an initial exercise price of $ 2 per share. The warrants were valued using
the Black-Scholes model and the fair value was determined to be $ 480,795, which was recorded as a debt discount.

 On January 17, 2024, in connection with the issuance
of the 3 rd Lind Note (referring to Note 7), Lind also received 5 -year term of common stock purchase warrants to purchase up
to 1,000,000 shares of the Company's common stock at an initial exercise price of $ 2 per share.

 On May 22, 2024, the Company and Lind entered
into a letter agreement, pursuant to which Lind will exercise, for cash, 1,000,000 of its Pre-Existing Warrants (all of the warrants issued
to Lind on February 23, 2023, November 17, 2023 and January 17, 2024 are hereinafter referred to as the "Pre-Existing Warrants"),
to purchase shares of Common Stock at a reduced exercise price of $ 0.75 per share. Such 1,000,000 Pre-Existing Warrants exercised include
 529,167 warrants issued in February 2023 and 470,833 warrants issued in November 2023. Concurrently, the exercise price of all Pre-Existing
Warrants was reduced to $ 0.75 per share according to this agreement. Lind also received new warrants to purchase 1,000,000 shares of common
stock, exercisable at any time on or after the date of its issuance and until the five-year anniversary thereof, for $ 1.00 per share (the
"New Warrants"). The fair value of the New Warrants was determined to be $ 925,210 using the Black-Scholes model. The New Warrants
may be exercised via cashless exercise or resale pursuant to the registration statement that was declared effective. As of December 31,
2024, Lind has exercised 1,000,000 shares of Pre-Existing Warrants and received 1,000,000 shares of New Warrants according to this agreement.
All warrants issued to Lind may be exercised via cashless exercise.

 During the year ended December 31, 2024, the Company
issued Lind in total of 800,000 shares of the Company's common stock as the repayment of $ 800,000 principal of 2 nd Lind
Note. According to the amended agreement pursuant to Nasdaq requirements, the conversion price is subject to $ 1.00 floor price if the
conversion price was below such floor, resulting in effective conversion price between $ 0.7907 to $ 0.4932. The Company made additional
$ 327,017 cash repayments, with $ 127,759 unpaid cash booked in Accrued Expenses and Other Current Liabilities. As of the date of this report,
Lind has converted the remaining $400,000 principal balance on 2 nd Lind Note into 400,000 shares of the Company's common
stocks.

 Subsequent to December 31, 2024 through the date
of this report, Lind has converted $ 400,000 of 3 rd Lind Note principal balance into 400,000 the Company's common stock,
leaving outstanding principal of $ 600,000.

 Warrants issued and outstanding in connection with above Lind convertible
notes as of December 31, 2024, and their activities during the year ended are as follows:

Shares

Average

Exercise

Price

Per Share

Average

Contractual

Life

Remaining

in Years

 Aggregate

Intrinsic

Value

 Outstanding as of January 1, 2024

 1,529,167

 $
 0.40

 3.15

 $
 5,542

 Issued

 2,000,000

 $
 0.70

 4.22

 190,000

 Exercised

 ( 1,500,000
)

 -

 -

 -

 Outstanding as of December 31, 2024

 2,029,167

 $
 0.70
 *

 4.20

 $
 195,542

 *
 On January 5, 2025, the Company and Lind entered into a third
letter agreement (the "December Letter Agreement"), pursuant to which Lind agreed to exercise for cash, 1,029,167 of the
Existing Warrants to purchase shares of Common Stock, with a current exercise price of $ 0.75 per share, at a reduced exercise price of
$ 0.40 per share. The weighted average exercise price per share as of December 31, 2024 was adjusted to the reduction accordingly.

 F- 38

 13. STOCK OPTIONS

 The Company has not granted any options during
years ended December 31, 2024 and 2023. The Company's most recent option grant was in 2022 that 76,190 shares (post-split)
of common stock were granted to employees and certain consultants. The weighted average grant date fair value of options granted
in 2022 was $ 27.9 (post-split). There are 386,021 options available for grant under the 2016 Equity Incentive Plan as of December
31, 2024. Compensation costs associated with the Company's stock options are recognized, based on the grant-date fair values of
these options over vesting period. As of December 31, 2024 and 2023, there were no unvested options.

 Options issued and outstanding as of December
31, 2024, and their activities during the year then ended are as follows:

 Average

 Average

 Exercise

 Contractual

 Shares
 (post-split)

 Price
 Per Share (post-split)

 Life
 Remaining
 in Years

 Aggregate

Intrinsic
 Value

 Outstanding as of January 1, 2024

 $
 27.9

 7.74

 -

 Granted

 -

 -

 -

 -

 Forfeited

 -

 -

 -

 -

 Outstanding as of December 31, 2024

 27.9

 7.74

 $
 -

 Exercisable as of December 31, 2024

 27.9

 7.74

 $
 -

 Vested and expected to vest

 $
 27.9

 6.74

 $
 -

 14. LOSS PER SHARE

 Basic loss per share is computed by dividing net
loss by the weighted-average number of common shares outstanding during the year. Diluted loss per share is computed by dividing net loss
by the weighted-average number of common shares and dilutive potential common shares outstanding during the years ended December 31, 2024
and 2023.

 For the Year Ended

2024

2023

 Numerator:

 Net loss attributable to ABVC's common stockholders

 $

 ( 4,902,878

)

 $

 ( 7,788,050

)

 Denominator:

 Weighted-average shares outstanding – Basic & Diluted

 11,673,980

 4,335,650

 Loss per share

 -Basic & Diluted

 $

 ( 0.42

)

 $

 ( 1.80

)

 Diluted loss per share takes into account the
potential dilution that could occur if securities or other contracts to issue Common Stock were exercised and converted into Common Stock.
Since the Company suffered net loss for both years, any diluted shares would have anti-diluted effect.

 F- 39

 15. LEASE

 The Company adopted FASB Accounting Standards
Codification, Topic 842, Leases ("ASC 842") using the modified retrospective approach, electing the practical expedient that
allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019.

 The Company applied the following practical expedients
in the transition to the new standard and allowed under ASC 842:

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

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

 Reassessment of existing or expired land easements: The Company elected not to evaluate existing or expired land easements that were not previously accounted for as leases under ASC 840, as allowed under the transition practical expedient. Going forward, new or modified land easements will be evaluated under ASU No. 2016-02.

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

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

 The new leasing standard requires recognition
of leases on the consolidated balance sheets as right-of-use ("ROU") assets and lease liabilities. ROU assets represent the
Company's right to use underlying assets for the lease terms and lease liabilities represent the Company's obligation to make
lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present
value and future minimum lease payments over the lease term at commencement date. The Company's future minimum based payments used
to determine the Company's lease liabilities mainly include minimum based rent payments. As most of Company's leases do not
provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement
date in determining the present value of lease payments.

 The Company recognized lease liabilities, with
corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months.
The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, unamortized
lease incentives provided by lessors, and restructuring liabilities. Operating lease cost is recognized as a single lease cost on a straight-line
basis over the lease term and is recorded in Selling, general and administrative expenses. Variable lease payments for common area maintenance,
property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which
the variable lease payments are based occur.

 The Company has no finance leases. The Company's
leases primarily include various office and laboratory spaces, copy machine, and vehicles under various operating lease arrangements.
The Company's operating leases have remaining lease terms of up to approximately five years.

 2024

 2023

 ASSETS

 Operating lease right-of-use assets

 $
 640,387

 $
 809,283

 LIABILITIES

 Operating lease liabilities (current)

 403,581

 401,826

 Operating lease liabilities (non-current)

 236,807

 407,457

 F- 40

 Supplemental Information

 The following provides details of the Company's
lease expenses:

 2024

 2023

 Operating lease expenses

 $
 514,420

 $
 358,576

 Other information related to leases is presented
below:

 2024

 2023

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

 $
 484,181

 $
 358,576

 2024

 2023

 Weighted Average Remaining Lease Term:

 Operating leases

 2.48 years

 1.73 years

 Weighted Average Discount Rate:

 Operating leases

 1.19
 %

 1.50
 %

 The minimum future annual payments under non-cancellable
leases during the next five years and thereafter, at rates now in force, are as follows:

 Operating

leases

 2025

 $
 409,587

 2026

 104,236

 2027

 47,320

 2028

 47,320

 2029

 47,320

 Thereafter

 -

 Total future minimum lease payments, undiscounted

 655,782

 Less: Imputed interest

 ( 15,395
)

 Present value of future minimum lease payments

 $
 640,387

 F- 41

 16. COMMITMENTS AND CONTINGENCIES

 In the ordinary course of business, the Company
may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records
contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable.
In the opinion of management, there were no pending or threatened claims and litigation as of December 31, 2024 and up through the date
of the consolidated financial statements was available to the issued.

 17. ACQUISITION

 On November 12, 2023, the Company and one of its
subsidiaries, BioLite, Inc. ("BioLite Taiwan") each entered into a multi-year, global licensing agreement with AiBtl
BioPharma Inc. ("AiBtl", or the acquired company) for the Company and BioLite Taiwan's CNS drugs with the indications
of MDD (Major Depressive Disorder) and ADHD (Attention Deficit Hyperactivity Disorder) (collectively, the "Licensed Products").
The potential license will cover the Licensed Products' clinical trial, registration, manufacturing, supply, and distribution rights.
The parties are determined to collaborate on the global development of the Licensed Products. The parties are also working to strengthen
new drug development and business collaboration, including technology, interoperability, and standards development. As per each of the
respective agreements, each of ABVC and BioLite Taiwan received 23 million shares of AiBtl stock and as a result, the Company has a controlling
interest over AiBtl. If certain milestones are met, the Company and BioLite Taiwan are each eligible to receive $ 3,500,000 and royalties
equaling 5 % of net sales, up to $ 100 million.

 The Company concluded the assets acquired and
liabilities assumed did not meet the definition of a business as a limited number of inputs were acquired but no substantive business
processes or signs of output were acquired. As such, the acquisition was accounted for as an asset purchase. The purchase consideration
was nonmonetary assets (patent) and transfer on November12, 2023. The equity interest transferred to ABVC and BioLite Taiwan on December
15, 2023.

 Cash and cash equivalents

 S
 -

 Total assets acquired

 -

 Accrued expense

 ( 243,888
)

 Due to Director

 ( 498
)

 Total liabilities acquired

 ( 243,386
)

 Total consideration (Intangible assets)

 -

 18. SUBSEQUENT EVENTS

 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.

 During the first quarter of 2025, Lind has converted
the remaining $ 400,000 principal balance on 2 nd Lind Note into 400,000 shares of the Company's common stocks, and converted
$ 400,000 of 3 rd Lind Note principal balance into 400,000 the Company's common stock, leaving 3 rd Lind Note
with outstanding principal of $ 600,000.

 In April 2025, the Company conducted a private
offering of its common stock to several individual investors, issuing 502,081 unregistered shares at $ 0.60 per share, raising a total
of $ 301,250.

 In April 2025, AiBtl issued 1,800 shares of its common stock at $ 5
per share, raising a total of $ 9,000 from an individual investor.

 F- 42

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

 Previous Independent Registered Public Accounting
Firm

 On October 18, 2022, the Company's Audit
Committee accepted and approved the resignation of the Company's auditor, KCCW Accountancy Corp. (the "Former Auditor")
as the Company's independent registered public accounting firm.

 The reports of the Former Auditor on the Company's
consolidated financial statements as of and for the fiscal years ended December 31, 2021 and 2020 did not contain an adverse opinion or
a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principle.

 During fiscal years ended December 31, 2021 and
2020, and the subsequent interim period through October 17, 2022, there were no disagreements as described under Item 304(a)(1)(iv) of
Regulation S-K with Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedure, which disagreements, if not resolved to Former Auditor's satisfaction, would have caused Former Auditor to make reference
to the subject matter thereof in connection with its reports on the financial statements of the Company for such years. In addition, during
the fiscal years ended December 31, 2021 and 2020, and the subsequent interim period through October 17, 2022, there were no reportable
events as described under Item 304(a)(1)(v) of Regulation S-K.

 Effective as of October 18, 2022, the Company
engaged WWC P.C. CPA ("WWC") as its independent registered public accounting firm for the Company's fiscal year ended
December 31, 2022. The decision to engage the New Auditor as the Company's independent registered public accounting firm was approved
by the Audit Committee of the Board of Directors and the Board of Directors of the Company.

 During the two fiscal years ended December 31,
2021 and the subsequent interim period through October 17, 2022, neither the Company nor anyone acting on its behalf has consulted with
WWC with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was
provided to us by WWC that was an important factor considered by us in reaching a decision as to any accounting, auditing or financial
reporting issue, or (ii) any other matter that was the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K and
the related instructions to Item 304 of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

 On October 10, 2024, WWC has agreed not to renew
its engagement with the Company. WWC's voluntary decision not to renew the engagement was approved and acknowledged by the Company's
board of directors on October 17, 2024.

 During the fiscal years ended December 31, 2022
and 2023 and the subsequent interim period through June 30, 2024, there were no disagreements with WWC on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction
of WWC, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. During the
fiscal years ended December 31, 2022 and 2023 and the subsequent interim period through June 30, 2024, there were no reportable events
of the type described in Item 304(a)(1)(v) of Regulation S-K.

 New Independent Registered Public Accounting
Firm

 On October 17, 2024, the Board approved the engagement
of Simon & Edward, LLP ("S&E") as the Company's new independent registered public accounting firm.

 During the Company's two most recent fiscal
years and the subsequent interim period through June 30, 2024, neither the Company nor anyone on its behalf consulted with S&E regarding
(i) the application of accounting principles to a specified transaction, either completed or proposed; the type of audit opinion that
might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided that S&E
concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting
issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and its related
instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

 Subsequent to the change of auditors, S&E
identified certain matters that led to a restatement of previously issued financial statements. On March 31, 2025, we filed a Form 12b-25
stating that we required additional time to complete this annual report on Form 10-K. The Company and the audit committee of our board
of directors, in consultation with S&E, concluded that our audited financial statements for the year ended December 31, 2023 required
restatement and were not reliable. We shall report this determination in a Form 8-K and will file an Annual Report on Form 10-K/A amending
the Company's 2023 Form 10-K.

 ITEM 9A. CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 Under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design
and operation of our "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated
under the Exchange Act as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of the end of the period covered
by this report to provide reasonable assurance that material information required to be disclosed by us in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms due to
the material weakness described below.

 Management's Report on Internal Control
over Financial Reporting

 Our Chief Executive Officer, as the principal
executive officer (chief executive officer) and principal financial officer (chief financial officer), is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) or 15d-15(f).
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our
assets that could have a material effect on the financial statements.

 Because of its inherent limitations, our internal
controls and procedures may not prevent or detect misstatements. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have
been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

 Management conducted an evaluation, under the supervision and with
the participation of our principal executive officer and interim principal financial officer, of the effectiveness of our internal control
over financial reporting based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO).

 We have identified material weaknesses in our internal control over
financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting
such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented
or detected on a timely basis. The following material weaknesses were identified:

 i.
 We did not design and maintain an effective control environment commensurate with the financial reporting
requirements of a public company. Specifically, we lacked a sufficient number of professionals with an appropriate level of internal controls
and accounting knowledge, training, and experience to appropriately analyze, record and disclose accounting matters timely and accurately.
Additionally, the lack of a sufficient number of professionals resulted in an inability to consistently establish appropriate authorities
and responsibilities in pursuit of our financial reporting objectives, as demonstrated by, among other things, insufficient segregation
of duties in our finance and accounting functions. This material weakness contributed to the following additional material weaknesses.

 ii.
 We did not design and maintain effective controls over financial reporting
to properly recognize certain share-based payments, including the recognition prices and the amortization periods, or interest expenses
upon the conversion of convertible debts or to identify and quantify our interest level in our subsidiaries.

 iii.
 We did not design and maintain effective controls related to the identification
of and accounting for certain non-routine, unusual or complex transactions, including the proper application of GAAP to such transactions.
Specifically, we did not design and maintain the effective control over reviewing the related agreements before and after entering
into the transactions, as well as the control over application of appropriate US GAAP accounting guidance. Additionally, we incorrectly
applied ASC 718 regarding the appropriate period in which to recognize share-based compensation expense related to services.

 The material weaknesses discussed above resulted
in the restatement of our previously filed financial statements for the year ended December 31, 2023.

 As a result of the material weaknesses disclosed above, management
has concluded that we did not maintain effective internal control over financial reporting as of December 31, 2024.

 We are developing a plan to ensure that all information
will be recorded, processed, summarized and reported accurately, and as of the date of this report, we are working to hire personnel with
the requisite technical accounting knowledge to remediate the material weakness as soon as possible.

 This annual report does not include an attestation
report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report
was not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission
that permit us to provide only management's report in this annual report.

 Changes in Internal Control over Financial
Reporting

 No change in our system of internal control over
financial reporting occurred during the fourth quarter of the fiscal year ended December 31, 2024 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION

 (a) Yunzhiyi, a Taiwan corporation, was incorporated in August 2024, with
90% owned by BioLite Taiwan and 10% owned by Shuling Jiang, one of the Company's director. This entity is set up for holding the
land in Taiwan that AiBtl is in the process of acquiring, which land will be used for developing health related business. In April 2025,
AiBtl signed a share-based land acquisition agreement regarding the land in Taiwain. However, as of the date hereof, the transfer
of the land's title is currently under government review, pending completion of the title transfer registration. Due to Taiwan's
legal restrictions prohibiting foreign entities from directly owning farmland, the parties agreed to structure the arrangement through
nominee holdings.

 (b) During the fiscal year
ended December 31, 2023, none of our officers or directors, as defined in Rule 16a-1(f), informed us of the adoption, modification or
 termination of any "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as those terms
are defined in Item 408 of Regulation S-K.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS.

 Not applicable.

 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE.

 Dr. Howard Doong resigned from his position as
the Company's CEO on June 21, 2023. His decision to resign was not the result of any disagreements with the Company on any matter
related to the operations, policies or practices of the Company. The Company's board of directors appointed Dr. Uttam Patil to replace
Dr. Doong as the Company's CEO.

 Effective as of June 13, 2023, Dr. Richard King
resigned as the Company's Chief Scientific Officer. His decision to resign was not the result of any disagreements with the Company
on any matter related to the operations, policies or practices of the Company. On that same date, the Company's board of directors
appointed Dr. Tsung-Shann Jiang to replace Dr. King as the Company's CSO.

 On March 5, 2025, Leeds Chow notified the Company of his resignation as CFO. While the Company is looking for
a full-time Chief Financial Officer to fill the vacancy created by Leeds Chow's resignation, the Company's CEO, Uttam Patil
will serve as the interim Chief Financial Officer of the Company.

 The following table sets forth as of the date
of this annual report, the name, age, and position of each executive officer and director and the term of office of each such person.

 Set forth below is certain biographical information
regarding each of our directors and officers as of the date of this annual report.

 Name

 Age

 Title

 Eugene Jiang

 Chairman of the Board and Chief Business Officer ("CBO")

 Dr. Uttam Patil

 Chief Executive Officer ("CEO"), Interim CFO

 Dr. Tsung-Shann (T.S.) Jiang

 Chief Scientific Officer ("CSO"), Chief Strategy Officer ("CSTRO") and Director

 Dr. Tsang Ming Jiang

 Dr. Chang-Jen Jiang

 Norimi Sakamoto

 Yen-Hsin Chou

 Hsin-Hui Miao

 Yoshinobu Odaira

 Che-Wei Hsu

 Shuling Jiang

 Yu-Min (Francis) Chung

 Eugene Jiang served as our CEO and President
from the Company's inception in July 2015 until he resigned on September 15, 2017. He remains the Chairman of the Board. He also
serves as our CBO since September 2019 and serves as the CBO of BioKey, Inc. Since March 13, 2025, Eugene Jiang was appointed as AiBtl's
Chief Financial Officer. Since 2019. Mr. Jiang also serves as Director for BioLite Incorporation since June 2015 and as Director
for BioFirst Corp. since 2012. He also serves as CEO for Genepro Investment Company since March 2010. Mr. Jiang
obtained a PMBA degree from National Taiwan University in 2017 and an EMBA degree from the University of Texas in Arrington
in 2010. And in 2009, Mr. Jiang received a bachelor's degree in Physical Education from Fu-Jen Catholic University.

 Dr. Uttam Patil, CEO, was appointed as
the Company's Chief Executive Officer on June 21, 2023; he now serves as interim CFO too. Since March 13, 2025, Dr. Patil was also
appointed as AiBtl's co-CEO. Dr. Patil has served as the Chief Operating and Scientific Officer of the Company's subsidiary,
BioKey, Inc. since May 2023; he also works for Rgene Corporation (a related party), as the R&D Manager since May 2023, after being
promoted from Project Manager, to which he serves from August 2022 to May 2023. Prior to that, Dr. Patil was a Post-Doctoral Research
Fellow at NTNU from March 2020 to July 2022. In 2019, Dr. Patil received the "Platinum Award" for an Oral Presentation on
the topic, "Nucleobase Functionalized Single-Walled Carbon Nanotubes Hybridization with Single-Stranded DNA" at a Workshop
on Organic Chemistry for Junior Chemists held in South Korea. Dr. Patil received his Ph. D. in Chemistry from National Tsing Hua University
and a Masters in Analytical Chemistry from Pune University, as well as a Bachelors in industrial chemistry from Pune University.

 Dr. T.S. Jiang, has served as the Company's
Chief Strategy Officer since September 2019. Since March 13, 2025, Dr. Jiang was also appointed as AiBtl's Chief Strategy Officer.
Dr. Jiang serves as the CEO of Biokey, Inc. since December 2021, as a director of BioFirst Corp. since 2013, and has been the CEO
and chairman of BioLite, Inc., a subsidiary of BioLite BVI, Inc., since January 2010. Prior to BioLite, Dr. Jiang served as the president
and/or chairman of multiple biotech companies in Taiwan, including PhytoHealth Corporation from 1998 to 2009 and AmCad BioMed Corporation
from 2008 to 2009. In addition, Dr. Jiang is a director on various biotech associations, such as the Taiwan Bio Industry Organization
(Taiwan) from 2006 to 2008 and the Chinese Herbs and Biotech Development Association in Taiwan from 2003 to 2006. Dr. Jiang was an assistant
professor at University of Illinois from 1981 to 1987 and an associate professor at Rutgers, the State University of New Jersey from 1987
to 1990 and served as a professor at a few Taiwanese universities during a period from 1990 to 1993, such as National Taiwan University,
National Cheng Kung University and Tunghai University. Dr. Jiang obtained his bachelor degree in Engineering and Chemical Engineering
from National Taiwan University in Taiwan in 1976, masters and Ph. D. from Northwestern University in the U.S. in 1981 and Executive Master
of Business Administration ("EMBA") from National Taiwan University in Taiwan in 2007. As a successful entrepreneur, Dr. Jiang
has developed and commercialized PG2 Lyo Injection, a new drug to treat cancer related fatigue. From 1998 to 2009, Dr. T. S. Jiang served
as President of Phyto Health Corporation where he led a project team to develop PG2 Injectable. This product was extracted, isolated and
purified from a type of Traditional Chinese Medicine. PG2 Injection was intended for cancer patients who had trouble recovering from severe
fatigue. Dr. Jiang oversaw and managed the R&D department, daily corporate operations and business of Phyto Health Corporation when
he was the President. PG2 Lyo Injection received approval on its NDA from Taiwan Food and Drug Administration in 2010 and later was launched
into the Taiwan market in 2012. We believe that Dr. Jiang provides leadership and technological guidance on our strategic development
and operations.

 Dr. Tsang Ming Jiang, has served as a director
of BioFirst Corp. since 2017 and as a technical director at Supermicro Computer, Inc. since August 2022. Dr. Jiang served as a technical
director at the Industrial Technology Research Institute in Taiwan from February 2017 to July 2021. Prior to joining the Industrial Technology
Research Institute as a technical director, Dr. Jiang worked at the Company as chief information officer from November 2016 to January
2017, Ericsson as engineering manager from 2013 to 2016 and the Industrial Technology Research Institute as deputy director from October
2011 to February 2013. In addition, Dr. Jiang worked at several other research institutes, including University of Alaska Fairbanks, National
Taiwan University and Chung Cheng University, with his research interest in cloud computing and Internet security, especially in the areas
of virtualization, software-defined data centers, SDN enabled networks and big data analytics. Dr. Jiang received his Bachelor of Science
in electrical engineering in 1983 and Master of Science in electrical engineering in 1984, both from National Taiwan University, and his
Ph. D. in electrical engineering and computer science from University of Illinois at Chicago in 1988. Dr. Tsang Ming Jiang is a brother
of Dr. Tsung-Shann Jiang, who together with his wife collectively owns 80% of Lion Arts Promotion, Inc. which has approximately 69.3%
of ownership interest in the Company through YuanGene Corporation, a wholly-owned subsidiary of Lion Arts Promotion, Inc.

 Dr. Chang-Jen Jiang, has served as a director
of BioLite Inc. since 2013 and as a director of BioFirst Corp. since 2015. Dr. Jiang has been a pediatrician at the department of pediatrics
of Eugene Women and Children Clinic since 2016. Previously, Dr. Chang-Jen worked as an attending doctor at the department of pediatrics
of Keelung Hospital, the Ministry of Health and Welfare in Taiwan from 1994 to 2009. Before his position at Keelung Hospital, he was a
chief doctor at the department of pediatrics, hematology and oncology of Mackay Memorial Hospital in Taiwan for three years until 1994.
Dr. Chang-Jen Jiang obtained his doctor of medicine degree (the Taiwanese equivalent degree of MD) from Taipei Medical University in Taiwan
in 1982 and started his career in Mackay Memorial Hospital. We believe that the Company will benefit from Dr. Jiang's knowledge
in biology and experiences in medical practice.

 Norimi Sakamoto, currently serves a director
at Shogun Maitake Canada Co., Ltd. from June 2016. Ms. Sakamoto served as the chief executive officer of MyLife Co., Ltd. from June 2013
to March 2020. Ms. Sakamoto started her career in 1997 from Sumitomo Corporation Hokkaido Co., Ltd. in Japan. Ms. Sakamoto received her
Bachelor Degree of Arts in travel and tourism from Davis and Elkins College in 1993 and Master of Science in urban studies from the University
of New Orleans in 1995.

 Yen-Hsin Chou, has served as a financial
specialist at Mega Bank since 2011. Ms. Chou's responsibilities primarily include customer services and financial consultations.
Ms. Chou received a Bachelor Degree in finance and economics from Yuan Ze University School of Economics in 2010.

 Hsin-Hui Miao, served as counter manager
at Yueh Shan Chi Cram School from August 2021 to May 2022. From August 1988 to July 2021, Ms. Miao was a kindergarten teacher and also
severed as the leader of general affairs team at the affiliated high school of Tunghai University, Kindergarten Division. Ms. Miao received
her Bachelor Degree of Education from Taichung University of Education in 1998.

 Yoshinobu Odaira, is an entrepreneur and
has founded a number of Japanese agricultural companies, including Yukiguni Maitake, our licensing partner. In 1983, Mr. Odaira established
Yukiguni Maitake, which became a public company in Japan in 1994. In 2015, Bain Capital Private Equity purchased Yukiguni Maitake through
a tender offer. In addition to his success with Yukiguni Maitake, Mr. Odaira served as the CEO of Yukiguni Shoji Co., Ltd. since 1988,
as the CEO of Odaira Shoji Co., Ltd. from 1989 and as a director of Shogun Maitake Japan Co., Ltd. since June 1989. In 2015, Mr.
Odaira founded two new companies, Shogun Maitake Canada Co., Ltd. in Canada and Odaira Kinoko Research Co., Ltd. in Japan. Mr. Odaira
has served as the CEO and director of Shogun Maitake Canada Co., Ltd. since June 2016. Mr. Odaira served as a director of BioLite Inc.
from February 2019 to April 2019. Yoshinobu Odaira graduated from the Ikazawa Junior High School in 1963. We believe that we will benefit
from Mr. Odaira's successful business experience.

 Che-Wei Hsu, is currently employed as a
clerk by Chunghwa Post Co., Ltd. since August 2016; previously she was a teacher in a Junior High School. Ms. Hsu received a Bachelor
Degree from Tunghai University School of Chinese Literature in 2004.

 Shuling Jiang, has served as a director
for various companies, including BioLite, Inc. and BioFirst Corp, since 2017 and started to serve as Managing Director for Biokey, Inc.
in 2022. Ms. Jiang received a Bachelor Degree from National Taiwan Normal University School of Music in 1978 and a Master Degree from
Northwestern University School of Music in 1983.

 Yu-Min (Francis) Chung, was a Partner at
Maxpro Ventures, an investment firm in Taiwan focused on breakthrough biomedical technology companies, from July 2018 to May 2022. Prior
to that, he served as Vice President at Tai An Technology, which is a biotechnology service company and a management company for biotechnology
venture capital funds in Taiwan, from June 2016 to June 2018. Mr. Chung received his Bachelor's Degree of Science in Chemistry from
National Taiwan University in 1987, Master's Degree in Business Administration from National Taiwan University in 2006, and Ph. D.
in Pharmacy from University of Iowa in 1995.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange Act requires that
the members of the Board, our executive officers and persons who own more than 10 percent of a registered class of our equity securities
file initial reports of ownership and reports of changes in ownership of our common units and other equity securities with the SEC and
any exchange or other system on which such securities are traded or quoted.

 Based solely upon our review of the Section 16(a)
filings that have been furnished to us and representations by our directors and executive officers (where applicable), we believe that
all filings required to be made under Section 16(a) during the fiscal year ended December 31, 2024 were timely made.

 Director Independence

 The NASDAQ Rules require that a majority of the
Board be independent. The Board consists of 11 directors, of which nine are non-management directors. Each year the Board reviews the
materiality of any relationship that each of our directors has with the Company, either directly or indirectly. No member of the Board
has any relationship or arrangement that would require disclosure under Item 404 of Regulation S-K. For additional information
see "Certain Relationships and Related-Party Transactions" in this report. Based on this review, the Board has determined
that the following current directors are "independent directors" as defined by the NASDAQ Rules: Messrs. Odaira and Chung
and Mses. Sakamoto, Chou and Miao.

 Each director who is a member of the Audit and Finance Committee, Compensation
Committee and Nominating and Corporate Governance Committee is an independent director.

 Family Relationships

 There are no family relationships among the executive
officers and directors of the Company, except that Dr. Tsang Ming Jiang, Dr. Tsung-Shann Jiang and Dr. Chang-Jen Jiang are brothers, Mr.
Eugene Jiang is Dr. Tsung-Shann Jiang's son, and the marital relationship between Yoshinobu Odaira and Norimi Sakamoto and between
Shuling Jiang and Dr. Jiang.

 Board Committees

 Audit Committee. The Audit Committee of
the Board of Directors currently consists of Ms. Chou, Yen-Hsin (Chair), Ms. Miao, Hsin-Hui, and Ms. Hsu, Che-Wei. The functions of the
Audit Committee include the retention of our independent registered public accounting firm, reviewing and approving the planned scope,
proposed fee arrangements and results of the Company's annual audit, reviewing the adequacy of the Company's accounting and
financial controls and reviewing the independence of the Company's independent registered public accounting firm. The Board has
determined that Ms. Chou, Ms. Miao and Ms. Hsu are each an "independent director" under the listing standards of The NASDAQ
Stock Market. The Board of Directors has also determined Ms. Chou is an "audit committee financial expert" within the applicable
definition of the SEC. The Audit Committee is governed by a written charter approved by the Board of Directors, a copy of which is available
on our website at www.abvcpharma.com. Information contained on our website are not incorporated by reference into and do not form any
part of this reports. We have included the website address as a factual reference and do not intend it to be an active link to the website.

 Compensation Committee. The Compensation
Committee of the Board of Directors currently consists of Ms. Norimi Sakamoto (Chair), Ms. Miao, Hsin-Hui, and Ms. Hsu, Che-Wei. The functions
of the Compensation Committee include the approval of the compensation offered to our executive officers and recommending to the full
Board of Directors the compensation to be offered to our directors, including our Chairman. The Board has determined that Ms. Sakamoto,
Ms. Miao and Ms. Hsu are each an "independent director" under the listing standards of The NASDAQ Stock Market LLC. In addition,
the members of the Compensation Committee qualify as "non-employee directors" for purposes of Rule 16b-3 under the Exchange
Act and as "outside directors" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended. The Compensation
Committee is governed by a written charter approved by the Board of Directors, a copy of which is available on our website at www.abvcpharma.com.
Information contained on our website are not incorporated by reference into and do not form any part of this report. We have included
the website address as a factual reference and do not intend it to be an active link to the website.

 Corporate Governance and Nominating Committee.
The Corporate Governance and Nominating Committee of the Board of Directors consists of Mr. Yoshinobu Odaira (Chair), Ms. Miao, Hsin-Hui,
and Ms. Hsu, Che-Wei, each of whom is an independent director under Nasdaq's listing standards. The corporate governance and
nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The corporate
governance and nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.

 Guidelines for Selecting Director Nominees

 The guidelines for selecting nominees, which are
specified in the Corporate Governance and Nominating Committee Charter, generally provide that persons to be nominated:

 should have demonstrated notable or significant achievements in business, education or public service;

 should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

 should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

 The corporate governance and nominating committee
will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism
in evaluating a person's candidacy for membership on the board of directors. The nominating committee may require certain skills
or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider
the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The board of directors will also
consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to
stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders). Our shareholders
that wish to nominate a director for election to the Board should follow the procedures set forth in our bylaws. The nominating committee
does not distinguish among nominees recommended by shareholders and other persons.

 Board Leadership Structure and Role in Risk
Oversight

 We have two separate individuals serving as our
CEO and Chairman. Our Board of Directors, or the Board, is primarily responsible for overseeing our risk management processes on behalf
of our company. The Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate
regarding our company's assessment of risks. In addition, the Board focuses on the most significant risks facing our company and
our company's general risk management strategy, and also ensures that risks undertaken by our company are consistent with the board's
appetite for risk. While the Board oversees our company's risk management, management is responsible for day-to-day risk management
processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and
that our board leadership structure supports this approach.

 Code of Ethics

 We adopted a code of ethics, a copy of which is
attached herein as Exhibit 14.1. The Code of Ethics applies to all of our employees, officers and directors. This Code constitutes a "code
of ethics" as defined by the rules of the SEC. Copies of the code may be obtained free of charge from our website, www.abvcpharma.com.
Any amendments to, or waivers from, a provision of our code of ethics that applies to any of our executive officers will be posted on
our website in accordance with the rules of the SEC.

 Indemnification

 Neither our Articles of Incorporation nor Bylaws
prevent us from indemnifying our officers, directors and agents to the extent permitted under the Nevada Revised Statute ("NRS").
NRS Section 78.7502 provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection with any the defense to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding
referred to Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter therein.

 Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to Nevada law, we
are informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.

 Insider Trading Policy

 The Company has adopted insider trading policies
and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and employees that are
reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards. During the fiscal
quarter ended December 31, 2024, the Company has not adopted, modified or terminated any "Rule 10b5-1 trading arrangement"
or a "non-Rule 10b5-1 trading arrangement," as those terms are defined in Item 408 of Regulation S-K.

 ITEM 11. EXECUTIVE COMPENSATION

 The following tables set forth, for each of the
last two completed fiscal years of us, the total compensation awarded to, earned by or paid to any person who was a principal executive
officer during the preceding fiscal year and every other highest compensated executive officers earning more than $100,000 during the
last fiscal year (together, the "Named Executive Officers"). The tables set forth below reflect the compensation of the Named
Executive Officers.

 Summary Compensation Table

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock Awards
 ($)

 Option Awards
 ($)(7)

 Non-Equity Incentive Plan Compensation
 ($)

 Change in Pension
 Value and
 Nonqualified Deferred Compensation Earnings
 ($)

 All Other Compensation
 ($)

 Total
 ($)

 Uttam Patil (1)

 2042

 -

 107,623

 -

 107,623

 2023

 -

 -

 -

 -

 Leeds Chow (2)

 2024

 33,968

 76,873

 -

 110,571

 2023

 180,000

 -

 180,000

 Tsung-Shann Jiang (3)

 2024

 153,746

 -

 353,746

 2023

 -

 Richard Chi-Hsin King (4)

 2024

 90,556

 -

 90,556

 2023

 90,556

 -

 90,556

 Eugene Jiang (5)

 2024

 215,244

 -

 415,244

 2023

 -

 Chihliang An (6)

 2024

 -

 -

 2023

 (1)

 Dr. Doong was appointed as the CEO on September 15, 2017. Dr. Doong later resigned from his position as the Company's CEO on June 21, 2023. The Company's board of directors appointed Dr. Uttam Patil to replace Dr. Doong as the Company's CEO.

 (2)

 Mr. Chow
 was appointed as the CFO on September 4, 2022 and resigned on March 5, 2025.

 (3)

 Dr. Jiang was appointed as the CSTRO on September 1, 2019. Dr. Jiang was also appointed as the Company's CSO on June 15, 2023, to replace Dr. King, who resigned from his position as CSO.

 (4)

 Dr. King was appointed as the CSO on September 15, 2017. Dr. King later resigned from his position as the Company's CSO on June 15, 2023. The Company's board of directors appointed Dr. Jiang to replace Dr. King as the Company's CSO.

 (5)

 Eugene Jiang was appointed as CBO on September 1, 2019.

 (6)

 Mr. An resigned from his positions as the Company's CFO on September 4, 2022.

 Narrative Disclosure to Summary Compensation Table

 Other than set out below, there are no arrangements
or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive
officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit
sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share
options may be granted at the discretion of our board of directors.

 Stock Option Plan

 Our board approved and adopted the Amended and
Restated 2016 Equity Incentive Plan on September 12, 2020 (the "Plan"), a copy of which is attached hereto as exhibit 10.17.

 Grants of Plan-Based Awards

 On April 16, 2022, the Company entered into stock
option agreements with 5 directors, pursuant to which the Company granted options to purchase an aggregate of 76,190 shares (post-split)
of common stock under the Plan, as amended, at an exercise price of $30.0 per share (post-split). The options were vested at the grant
date and become exercisable for 10 years from the grant date.

 As of the date of this report, we have granted
options under the Plan that can be exercised for an aggregate of 258,710 shares of Common Stock.

 Outstanding Equity Awards at Fiscal Year End

 The following table summarizes outstanding unexercised
options, unvested stocks and equity incentive plan awards held by each of our named executive officers, as of December 31, 2024:

 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

 OPTION AWARDS*

 STOCK
 AWARDS

 Name

 Number
 of
 Securities
 Unexercised
 Options (#)
 Exercisable

 Number
 of
 Securities
 Unexercised
 Options (#)
 Unexercisable

 Incentive
 Plan Awards:
 Securities
 Unexercised
 Unearned Options
 (#)

 Options

 Exercise
 Prices
 ($)

 Option

 Expiration
 Date

 Shares or
 Units of
 Stock That
 Have Not
 Vested
 (#)

 Market

 Value of
 Shares or
 Units of
 Stock That
 Have Not
 Vested
 ($)

 Incentive Plan
 Awards:
 Unearned
 Shares, Units
 or Other
 Rights That
 Have Not
 Been Issued

 (#)

 Incentive
 Plan Awards:
 Market or Payout
 Value of Unearned
 Shares, Units or
 Other Rights That
 Have Not
 Been
 Issued
 ($)

 Howard Doong

 8,572

 1,071

 -

 20.0

 -

 -

 -

 -

 40,000

 -

 -

 30.0

 -

 -

 30.0

 Chihliang An

 5,476

 -

 20.0

 23,333

 -

 -

 30.0

 -

 -

 30.0

 Tsung-Shann Jiang

 3,411

 -

 -

 20.0

 3,000

 -

 -

 30.0

 -

 -

 30.0

 Richard Chi-Hsin King

 8,214

 1,429

 -

 20.0

 31,667

 -

 -

 30.0

 -

 -

 30.0

 Eugene Jiang

 7,242

 1,219

 -

 20.0

 3,000

 -

 -

 30.0

 -

 -

 30.0

 -

 -

 -

 -

 -

 *
 All number of options and exercise prices are adjusted for
1:10 reverse stock split in 2023.

 Compensation of Directors

 We did not pay stock options to directors in fiscal year
2024.

 Pension, Retirement or Similar Benefit Plans

 There are no arrangements or plans in which we
provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans
pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may
be granted at the discretion of the board of directors or a committee thereof.

 Employment Contracts

 Dr. Uttam Patil has entered into an employment
agreement ("Patil Employment Agreement") with the Company on June 23, 2023, pursuant to which he shall receive the initial
base salary by stock options in accordance with Company's standard payroll practice. As of the date of this prospectus, Dr. Patil
has yet to receive any stock options.

 On September 4, 2022, the Board appointed Mr. Leeds Chow as the Company's
Chief Financial Officer ("CFO") and Principal Accounting Officer effective from September 4, 2022 for a term of 3 years. On
March 5, 2025, Mr. Chow resigned as CFO.

 We maintain an employment agreement with Dr. Chi-Hsin
Richard King ("King Employment Agreement"), pursuant to which he shall receive an annual base salary of $50,000. As of December
31, 2017, we paid Mr. King 10,416 shares of the Company's common stock at a per share price of $1.60 as opposed to cash compensation.
Under King Employment Agreement, Dr. King is employed as the CSO of the Company. We may terminate the employment for cause, at any time,
without notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or grossly
negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. In such case, the executive officer
will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the executive officer's
right to all other benefits will terminate, except as required by any applicable law. We may also terminate an executive officer's
employment without cause upon one-month advance written notice. In such case of termination by us, we are required to provide compensation
to the executive officer, including severance pay equal to 12 months of base salary. The executive officer may terminate the employment
at any time with a one-month advance written notice if there is any significant change in the executive officer's duties and responsibilities
or a material reduction in the executive officer's annual salary. In such case, the executive officer will be entitled to receive
compensation equivalent to 12 months of the executive officer's base salary. On August 21, 2019, all of the Board members present
at the Meeting, unanimously reelected Dr. Richard King as the Chief Scientific Officer ("CSO"), which became effective on
September 1, 2019 for a term of three years. On June 13, 2023, Dr. Richard King resigned from his position as the CSO
after being related in 2022. The Company's board of directors appointed Dr. Jiang to replace Dr. Richard King as the CSO.

 On August 21, 2019, all of the Board members present
at the Meeting, except Eugene Jiang, appointed Mr. Eugene Jiang, the current Chairman of the Board, as the Chief Business Officer, effective
since September 1, 2019 for a term of three years. Mr. Eugene Jiang excused himself from the discussion regarding his appointment
as the Chief Business Officer of the Company during the Board meeting. Mr. Jiang was reelcted in 2022 and he contract was renewed for
another three years.

 On August 21, 2019, all of the Board members present
at the Meeting, except Dr. Tsung-Shann Jiang, reelected Dr. Tsung-Shann Jiang as the Chief Strategy Officer, effective since September
1, 2019 for a term of three years. Dr. Tsung-Shann Jiang excused himself from the discussion regarding his appointment as the Chief Strategy
Officer of the Company during the Board meeting. Dr. Jiang was reelected in 2022 and the contract was renewed for another three years.

 Disclosure of Registrant's Action to Recover Erroneously Awarded Compensation

 In response to Item 402(w) of Regulation S-K, there was no time during
or after the last completed fiscal year that the Company was required to either prepare an accounting restatement that required recovery
of erroneously awarded compensation pursuant to the Company's compensation recovery policy, or had an outstanding balance as of
the end of the last completed fiscal year of erroneously awarded compensation to be recovered from the application of the policy to a
prior restatement.

 2024 POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY
AWARDS

 In response to Item 402(x)(1) of Regulation S-K, the Company does
not grant new awards of stock options, stock appreciation rights, or similar option-like instruments within four business days before
or one business day after the release of a Form 10-Q, 10-K, or 8-K that discloses material nonpublic information (MNPI). Accordingly,
the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic
information by the Company. In the event the Company determines to grant new awards of such options, the Board will evaluate the appropriate
steps to take in relation to the foregoing.

 ITEM 12. SECURITY OWENERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Beneficial Owners

 The following table sets forth certain information regarding beneficial
ownership of our common stock as of April 11, 2025 (i) each person (or group of affiliated persons) who is known by us to own more
than five percent (5%) of the outstanding shares of our common stock, (ii) each director, executive officer and director nominee, and
(iii) all of our directors, executive officers and director nominees as a group.

 Beneficial ownership is determined in accordance
with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group
of persons is deemed to have "beneficial ownership" of any shares of common stock that such person has the right to acquire
within 60 days of the date of the respective table. For purposes of computing the percentage of outstanding shares of our common stock
held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of
the date of the respective table is deemed to be outstanding for such person, but is not deemed to be outstanding for the purpose of computing
the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission
of beneficial ownership.

 Unless otherwise noted, the business address of
each beneficial owner listed is 44370 Old Warm Springs Blvd., Fremont, CA 94538. Except as otherwise indicated, the persons listed
below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power
may be shared with a spouse.

 As of April 11, 2025, we had 15,778,305 shares of common stock issued
and outstanding.

 Name of Beneficial Owner

 Amount and

Nature of

Beneficial

Ownership

 Percent of

Class

 Dr. Uttam Patil

 72,428

 *

 Eugene Jiang (1)

 131,159

 *

 Yen-Hsin Chou

 41,956

 *

 Hsin-Hui Miao

 41,505

 *

 Dr. Tsang-Ming Jiang

 41,994

 *

 Norimi Sakamoto

 41,854

 *

 Dr. Tsung-Shann Jiang (2)(4)

 543,589

 3.4

 %

 Dr. Chang-Jen Jiang (3)

 42,026

 *

 Yoshinobu Odaira

 57,758

 *

 Che-Wei Hsu

 41,489

 *

 Shuling Jiang (4)

 1,665,015

 10.6

 %

 Yu-Min Chung

 41,387

 *

 All officers and directors as a group (Twelve (12)
persons)

 2,762,139

 17.5

 %

 YuanGene Corporation (5)

 829,699

 5.3

 %

 *

 less than 1%.

 (1)
 Eugene
Jiang held 131,159 shares through direct ownership.

 (2)
 Dr.
Tsung-Shann Jiang held 167,599 shares of common stock through his ownership in YuanGene Corporation, 722 shares through Rgene Corporation,
608 shares through BioFirst, 13,630 shares through Lion Arts, and the rest of 361,030 shares through direct ownership.

 (3)
 Dr. Chang-Jen Jiang held 158 shares of common stock in the Company
through his ownership in BioFirst, 1 share through Rgene, and the rest of 41,847 shares through direct ownership.

 (4)
 Ms.
Shuling Jiang held 662,100 shares of common stock through his ownership in YuanGene Corporation, 964 shares through Rgene Corporation,
8,833 shares through BioFirst, 112 shares through BioLite, 48,761 shares through Liongene, 21,313 shares through Keypoint, 1,012 shares
through Genepro, 53,845 shares through Lion Arts, and the rest of 868,075 shares through direct ownership.

 (5)
 YuanGene
Corporation is a company wholly-owned by Lion Arts, which is owned by Shu-Ling Chiang (80%) and Dr. Tsung-Shann Jiang (20%); however,
YuanGene appointed Eugene Jiang to have sole voting control over the shares held by YuanGene, the principal office address of which is
2 nd floor, Building B, SNPF Plaza, Savalalo, Apia, Samoa.

 Securities authorized for issuance under equity
incentive plans.

 Equity Compensation Plan Information

 The following table discloses information
as of December 31, 2024, with respect to compensation plans (including individual compensation arrangements) under which our equity securities
are authorized for issuance, aggregated as follows:

 Plan category

securities

to be issued

upon

exercise of

outstanding

options,

warrants

and rights

average

exercise

price of

outstanding

options,

warrants

and rights

 Shares of

common

stock

remaining

available for

future

issuance

under equity

compensation

plans

 Equity compensation plans approved by security holders

 $

 27.90

 386,021

 Equity compensation plans not approved by security holders

 -

 -

 -

 Total

 $

 27.90

 386,021

 See, Item 11, Executive Compensation for additional
details about our option plan.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, DIRECTOR INDEPENDENCE

 Except as disclosed herein, no director, executive
officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct
or indirect, in any transaction, or proposed transaction since January 1, 2022, in which the amount involved in the transaction exceeds
the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last two completed fiscal years.

 Since March 13, 2025, the following officers
and directors of the Company were appointed to the following positions at AiBtl: Eugene Jiang as AiBtl's Chief Financial Officer,
Uttam Patil as AiBtl's co-CEO and T.S. Jiang as AiBtl's Chief Strategy Officer.

 Clinical Development Service Agreement with
Rgene Corporation

 On June 10, 2022, the Company expanded its co-development
partnership with Rgene. BioKey, Inc. entered into a Clinical Development Service Agreement with Rgene ("Service Agreement")
to guide certain Rgene drug products, RGC-1501 for the treatment of Non-Small Cell Lung Cancer (NSCLC), RGC-1502 for the treatment of
pancreatic cancer and RGC 1503 for the treatment of colorectal cancer patients, through completion of Phase II clinical studies under
U.S. FDA IND regulatory requirements (the "Rgene Studies"). The Service Agreement shall remain in effect until the expiration
date of the last patent and automatically renew for 5 more years unless terminated earlier by either party with six months written notice.
Under the terms of the Service Agreement, BioKey is eligible to receive payments totaling up to $3.0 million over a 3-year period with
each payment amount to be determined by certain regulatory milestones obtained during the agreement period.

 Real Estate Purchase

 On February 6, 2024, the Company entered into
a definitive agreement with Shuling Jiang ("Shuling"), pursuant to
which Shuling shall transfer the ownership of certain land she owns located at Taoyuan City, Taiwan (the "Land") to the Company
(the "Agreement"). Shuling is a director of the Company, is married to TS Jiang, the Company's Chief Strategic Officer
and owns approximately 15.4% of the Company's issued and outstanding shares of common stock. On M ay 16, 2024, the Company's
board of directors determined that it was in the best interest of the Company and its shareholders to terminate the Agreement and not
proceed with the transfer of land ownership; the Company may reconsider the transaction at a later date. The shares were returned and
the warrants were not issued.

 Other related party transactions

 Due from related parties:

 (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 to Rgene which bears interest at 5% per annum for the use
 of working capital that, if fully converted, would result in ABVC owning an additional 6.4% of Rgene. The Company may convert the Note
 at any time into shares of Rgene's common stock at either (i) a fixed conversion price equal to $1.00 per share or (ii) 20% discount
 of the stock price of the then most recent offering, whichever is lower; the conversion price is subject to adjustment as set forth in
 the Note. The Note includes standard events of default, as well as a cross-default provision pursuant to which a breach of the Service
 Agreement will trigger an event of default under the convertible note if not cured after 5 business days of written notice regarding the
 breach is provided.

 As of December 31, 2024 and December 31, 2023,
 the outstanding loan balance were both $500,000; and accrued interest was $53,422 and $38,819, respectively.

 As of December 31, 2024 and 2023, the Company
has other receivables amounted $1,892 and $2,667, respectively, from Rgene due to daily operations.

 (2)

 On December 31, 2023, BioLite Taiwan entered
 into a loan agreement with BioFirst, with a principal amount of NTD 11,072,360 (approximately $337,707), which bears interest at 12% per
 annum for the use of working capital. During the year ended December 31, 2024, the Company entered into another loan agreement with BioFirst,
 with a principal amount of NTD 11,406,000 (approximately $347,883), which bears interest at 12% per annum for the use of working capital.
 As of December 31, 2024 and 2023, the outstanding loan balance were NTD 19,348,360 (approximately $588,342) and NTD 6,302,360 ($206,087),
 respectively; accrued interest was $53,422 and $0, respectively. The Company has received NTD 4,040,000 (approximately $126,048) repayment
 and expects to receive other repayment within next 12 months.

 (3)

 On July 1, 2020, the Company entered into a loan
 agreement with BioFirst (Australia) for $361,487 to properly record R&D cost and tax refund allocation based on co-development contract
 executed on July 24, 2017. The loan was originally set to be mature on September 30, 2021 with an interest rate of 6.5% per annum, but
 on September 7, 2021, the Company entered into a loan agreement with BioFirst (Australia) for $67,873 to meet its new project needs. On
 July 27, 2021, the Company repaid a loan 249,975 to BioFirst (Australia). On December 1, 2021, the Company entered into a loan agreement
 with BioFirst (Australia) for $250,000 to increase the cost for upcoming projects. The loan will be matured on November 30, 2022 with
 an interest rate of 6.5% per annum. In 2022, the Company entered into several loan agreements with BioFirst (Australia) for a total amount
 of $507,000 to increase the cost for upcoming projects. During the first quarter of 2023, the Company entered into several loan
 agreements with BioFirst (Australia) for a total amount of $88,091 to increase the cost for upcoming projects. During the second quarter
 of 2023, the Company entered into several loan agreements with BioFirst (Australia) for a total amount of $25,500 to increase the cost
 for upcoming projects. All the loans period was twelve months with an interest rate of 6.5% per annum. For accounting purpose, the due
 from and due to related party balances was being net off. As of December 31, 2024 and 2023, the outstanding loan balances and allocated
 research fee were both amounted to $681,185, and accrued interest balances were both amounted $158,798.

 The business conditions of BioFirst (Australia)
 deteriorated and, as a result, the Company recognized expected credit losses of $839,983 for the year ended December 31, 2023. The Company
 stopped accruing interest income recognizing such losses.

 (4)

 On February 24, 2015, BioLite Taiwan and BioHopeKing Corporation (the "BHK") entered into a co-development agreement, (the "BHK Co-Development Agreement", see Note 4). The development costs shall be shared 50/50 between BHK and the Company. Under the term of the agreement, BioLite issued relevant development cost to BHK. As of December 31, 2024 and 2023, due from BHK was both NTD 3,941,299 (approximately $120,210 and $113,516, respectively). The business conditions of BHK deteriorated and as a result, the Company recognized expected credit losses of $120,210 for the year ended December 31, 2024.

 The Company's due from related parties are
subject to certain risks that our collaborative parties, including OncoX and FEYE, would face. Such risks exist in future market conditions,
macro economy, legal and regulatory, results of clinical trials and product developments, and among others. As of December 31, 2024, the
Company's comprehensive review of these due from related party balances indicates that there are no expected losses except those
being recognized above. This conclusion is based on the business relationships with our related parties and the absence of any significant
indicators of potential default.

 Due to related parties:

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

 (2)

 Since 2019, the Jiangs advanced funds to the Company for working capital purpose. As of December 31, 2024 and 2023, the outstanding balance due to the Jiangs amounted to $274,170 and $19,789, respectively. These loans bear no interest and are due on demand.

 (3)

 Since 2018, the Company's shareholders have advanced funds to the Company for working capital purpose. The advances bear interest rate from 12% to 13.6224% per annum. As of December 31, 2023 and 2022, the outstanding principal and accrued interest was $152,382 and $151,450, respectively. Interest expenses in connection with these loans were $20,094 and $21,378 for the years ended December 31, 2023 and 2022, respectively.

 (4)

 As of December 31, 2024 and 2023, due to Directors amounted to $8,526 and $961, respectively, were related to the daily operating expenses in 2024 and entity setup fee in 2023 paid by the Directors of AiBtl on behalf of the entity.

 Promoters and Certain Control Persons

 None of our management or other control persons
were "promoters" (within the meaning of Rule 405 under the Securities Act), and none of such persons took the initiative
in the formation of our business or received any of our debt or equity securities or any of the proceeds from the sale of such securities
in exchange for the contribution of property or services, during the last five years.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Various audit, audit related and non-audit services to us is as follows:

 For the Year Ended

 2024

 2023

 Audit Fees*

 $

 210,000

 $

 179,000

 Audit Related Fees

 15,000

 50,000

 Tax Fees

 -

 -

 All Other Fees

 -

 -

 Total Fees

 $

 225,000

 $

 229,000

 *
 The Audit Fee in 2024 includes the reaudit of our 2023 financial
statements.

 Audit Fees. Audit Fees consists of
fees for professional services rendered by our principal accountants for the contemporaneous audit of our annual financial statements
and the review of quarterly financial statements or services that are normally provided by our principal accountants in connection with
statutory and regulatory filings or engagements.

 Audit Related Fees. Audit Related
Fees consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of
the audit or review of our financial statements and are not reported under "Audit Fees."

 Tax Fees and All Other Fees. Tax Fees
and All Other Fees Consists of fees for products and services provided by our principal accountants, other than the services reported
under "Audit Fees," "Audit-Related Fees" and "Tax Fees" above.

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (a)(1) List of Financial statements included
in Part II hereof

 Report of Independent Registered Public Accounting Firm (PCAOB ID 2485)

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

 Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the years ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

 Notes to the Consolidated Financial Statements

 (a)(2) List of Financial Statement schedules included
in Part IV hereof: None.

 (a)(3) Exhibits

 The following exhibits are included herewith:

 Exhibit No.

 Description

 2.1

 Share Exchange Agreement, dated February 8, 2016 (1)

 3.1

 Articles of Incorporation of the Company (2)

 3.2

 Bylaws of the Company, as amended (35)

 3.3

 Certificate of Amendment to Articles of Incorporation filed on March 21, 2016 (4)

 3.4

 Certificate of Amendment to Articles of Incorporation filed on December 21, 2016 (5)

 3.5

 Certificate of Amendment to Articles of Incorporation filed on March 30, 2020 (6)

 3.6

 Certificate of Amendment to Articles of Incorporation filed on February 17, 2021 (3)

 3.7

 Certificate of Amendment to Articles of Incorporation filed on March 21, 2016 (4)

 3.8

 Certificate of Amendment to Articles of Incorporation filed on December 30, 2015 (5)

 3.9

 Certificate of Amendment to Articles of Incorporation filed on March 30, 2020 (6)

 3.10

 Certificate of Amendment to Articles of Incorporation filed on February 17, 2021 (3)

 3.11

 Certificate of Amendment to Articles of Incorporation filed on July 24, 2023 (36)

 4.1

 Form of Warrant (7)

 4.2

 Description of Securities registered under Section 12 of the Exchange Act (27)

 4.3

 Form of Placement Agent Warrant for Lind Offering (30)

 10.1

 Collaboration Agreement dated December 29, 2015 (8)

 10.2

 Collaborative Agreement and Milestone Payment Agreement dated June 9, 2016 (9)

 10.3

 Addendum to the Collaboration Agreement dated January 12, 2017 (11)

 10.4

 Collaboration Agreement with BioFirst dated July 24, 2017 (12)

 10.5

 Co-Development Agreement with Rgene dated May 26, 2017 (13)

 10.6

 Employment Agreement with Uttam Patil (31)

 10.7

 Promissory Note entered by American BriVision (Holding) Corporation (17)

 10.8

 Form of Commercial Security Agreement (18)

 10.9

 Form of Exchange Agreement entered into by and between the Company and non-US person (19)

 10.10

 Form of Exchange Agreement entered into by and between the Company and US person (20)

 10.11

 Form of Securities Purchase Agreement entered into by and between the Company and U.S. investors (21)

 10.12

 Form of Securities Purchase Agreement entered into by and between the Company and non-U.S. investors (22)

 10.13

 Amended and Restated American BriVision (Holding) Corporation 2016 Equity Incentive (28)

 10.14

 Joint Venture Agreement between the Company, Lucidaim Co., Ltd. And BioLite Japan K.K.(26)

 10.15

 Form of Securities Purchase Agreement entered into by and between the Company and certain investors dated May 11, 2022 (25)

 10.16

 Clinical Development Service Agreement between the Company and Rgene dated June 10, 2022 (portions of the exhibit have been omitted because they (i) are not material and (ii) is the type of information that the registrant treats as private or confidential) (10)

 10.17

 Promissory Note dated June 16, 2022 issued by Rgene Corporation to the Company (29)

 10.18

 Securities Purchase Agreement(30)

 10.19

 Form of Note(30)

 10.20

 Form of Warrant(30)

 10.21

 Security Agreement(30)

 10.22

 Guarantor Security Agreement(30)

 10.23

 Guaranty(30)

 10.24

 Trademark Security Agreement with Rgene Corporation(30)

 10.25

 Trademark Security Agreement with BioFirst Corporation(30)

 10.26

 Patent Security Agreement(30)

 10.27

 Copyright Security Agreement(30)

 10.28

 Stock Pledge Agreement(30)

 10.29

 Form of 2 nd Lind Note (32)

 10.30

 Form of 2 nd Lind Warrant (32)

 10.31

 Securities Purchase Agreement dated November 17, 2023 (32)

 10.32

 First Amendment To Security Agreement (32)

 10.33

 First Amendment To Guarantor Security Agreement (32)

 10.34

 First Amendment to Guaranty (32)

 10.35

 Securities Purchase Agreement dated January 17, 2024 (33)

 10.36

 Form of 3 rd Placement Agent Warrant (34)

 10.37

 Second Amendment To Security Agreement (33)

 10.38

 Second Amendment To Guarantor Security Agreement (33)

 10.39

 Second Amendment to Guaranty (33)

 10.40

 Form of 3 rd Lind Note (33)

 10.41

 Form of 3 rd Lind Warrant (33)

 10.42

 Amendment No. 1 to 2 nd Lind Note (37)

 10.43

 Amendment No. 2 to 2 nd Lind Note (38)

 10.44

 Amendment No. 1 to 3 rd Lind Note (39)

 10.45

 Definitive License Agreement between the Company and OncoX BioPharma, Inc. May 8, 2024 (40)

 10.46

 Definitive License Agreement between Rgene and OncoX BioPharma, Inc. dated May 8, 2024 (40)

 10.47

 Lind Letter Agreement dated May 22, 2024 (41)

 10.48

 Lind Form of Warrant dated May 22, 2024 (41)

 10.49

 Definitive License Agreement between the Company and OncoX BioPharma, Inc. May 23, 2024 (42)

 10.50

 Definitive License Agreement between Biolite, Inc. and OncoX BioPharma, Inc. dated May 23, 2024 (42)

 10.51

 Amendment to the Definitive License Agreement between the Company and ForSeeCon Eye Corporation (43)

 10.52

 Amendment to the Definitive License Agreement between BioFirst Corporation and ForSeeCon Eye Corporation (43)

 10.53

 Amendment to the License Agreement between the Company and AiBtl BioPharma Inc. (44)

 10.54

 Amendment to the License Agreement between BioLite, Inc. and AiBtl BioPharma Inc. (44)

 10.55

 Letter Agreement dated January 5, 2025 (46)

 10.56

 Land Transfer Plan dated March 31, 2025+

 10.57

 Nominee Holding Agreement dated April 1, 2024+

 10.58

 Land Lease Agreement dated April 1, 2024+

 10.59

 Addendum to Definitive Licensing Agreement between ABVC and AiBtl dated March 11, 2025+

 10.60

 Addendum to Definitive Licensing Agreement between BioLite and AiBtl dated March 11, 2025+

 10.61

 Yunzhiyi Land Holding Agreement dated October 28, 2024+

 14.1

 Code of Ethics (23)

 16.1

 Letter from KCCW Accountancy Corp. to the U.S. Securities and Exchange Commission (24)

 19.1

 Insider Trading Policy (45)

 21.1

 List of subsidiaries+

 31.1

 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+

 31.2

 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+

 32.1

 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002++

 32.2

 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002++

 Policy For Recovery of Erroneously Awarded Incentive Compensation (45)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 +

 Filed herewith

 ++

 Furnished herewith

 (1)

 Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on February 16, 2016.

 (2)

 Incorporated by reference to Exhibit 3.01 to the Company's Form SB-2 filed on June 28, 2002

 (3)

 Incorporated by reference to Exhibit 3.6 to the Company's Quarterly Report on Form 10-Q filed on May 10, 2021.

 (4)

 Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed on March 28, 2016.

 (5)

 Incorporated by reference to Exhibit 3.4 to the Company's Form S-1, filed on September 13, 2016.

 (6)

 Incorporated by reference to Exhibit 3.1 to the Company's Form 8-K, filed on April 7, 2020

 (7)

 Incorporated by reference to Exhibit 4.1 the Company's Current Report on Form 8-K, filed on April 24, 2020

 (8)

 Incorporated by reference to Exhibit 10.2 the Company's Current Report on Form 8-K, filed on February 16, 2016.

 (9)

 Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K, filed on June 9, 2016.

 (10)

 Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on June 21, 2022.

 (11)

 Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K, filed on February 22, 2017.

 (12)

 Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on July 24, 2017.

 (13)

 Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K, filed on May 30, 2017.

 (14)

 Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on September 20, 2017.

 (15)

 Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed on September 20, 2017.

 (16)

 Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on February 1, 2019.

 (17)

 Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on February 1, 2019.

 (18)

 Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed on February 1, 2019.

 (19)

 Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on April 24, 2020.

 (20)

 Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed April 14, 2020.

 (21)

 Incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K, filed May 15, 2020.

 (22)

 Incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K, filed May 15, 2020

 (23)

 Incorporated by reference to Exhibit 14.1 to the Company's Amendment No.1 to Form S-1, filed on November 14, 2016.

 (24)

 Incorporated by reference to Exhibit 16.1 to the Company's Current Report on Form 8-K, filed on October 21, 2022.

 (25)

 Incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K, filed May 12, 2022.

 (26)

 Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on October 8, 2021.

 (27)

 Incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K, filed March 16, 2021.

 (28)

 Incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K, filed March 16, 2021.

 (29)

 Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on June 21, 2022.

 (30)

 Incorporated by reference to the Company's Current Report on Form 8-K, filed on February 24, 2023.

 (31)

 Incorporated by reference to the Company's Current Report on Form 8-K, filed on June 23, 2023.

 (32)

 Incorporated by reference to the Company's Current Report on Form 8-K, filed on November 20, 2023.

 (33)

 Incorporated by reference to the Company's Current Report on Form 8-K, filed on January 17, 2024.

 (34)

 Incorporated by reference to the Amendment No.1 to Form S-1, filed on February 9, 2024.

 (35)

 Incorporated by reference to the Company's Annual Report on Form 10-K/A, filed June 6, 2022

 (36)

 Incorporated by reference to the Company's Current Report on Form 8-K, filed on July 24, 2023.

 (37)

 Incorporated by reference to the Company's Current Report on Form 8-K, filed on January 17, 2024.

 (38)

 Incorporated by reference to the Company's Current Report on Form 8-K, filed on February 29, 2024.

 (39)

 Incorporated by reference to the Company's Current Report on Form 8-K, filed on February 29, 2024.

 (40)

 Incorporated by reference to the Company's Current Report on Form 8-K, filed on May 9, 2024

 (41)

 Incorporated by reference to the Company's Current Report on Form 8-K, filed on May 23, 2024

 (42)

 Incorporated by reference to the Company's Current Report on Form 8-K, filed on May 24, 2024

 (43)

 Incorporated by reference to the Company's Current Report on Form 8-K, filed on June 24, 2024

 (44)

 Incorporated by reference to the Company's Current Report on Form 8-K, filed on June 25, 2024

 (45)

 Incorporated by reference to the Company's Annual Report on Form 10-K/A, filed March 15, 2024

 (46)

 Incorporated by reference to the Company's Current Report on Form 8-K, filed on January 6, 2025

 Item 16. Form 10-K Summary

 Not applicable.

 SIGNATURES

 Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on April 15, 2025

 ABVC BioPharma, Inc.

 By:

 /s/ Uttam Patil

 Chief Executive Officer

 (Principal Executive Officer)

 By:

 /s/ Uttam Patil

 Interim Chief Financial Officer

 (Principal Financial Officer)

 Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated:

 Signature

 Title

 Date

 /s/ Uttam Patil

 Chief Executive Officer (Principal Executive Officer)

 /s/ Uttam Patil

 Interim Chief Financial Officer (Principal Financial Officer)

 /s/ Eugene Jiang

 Chairman of the Board of Directors

 Eugene Jiang

 /s/ Yen-Hsin Chou

 Yen-Hsin Chou

 /s/ Hsin-Hui Miao

 Hsin-Hui Miao

 /s/ Tsang-Ming Jiang

 Tsang-Ming Jiang

 /s/ Shuling Jiang

 Shuling Jiang

 /s/ Norimi Sakamoto

 Norimi Sakamoto

 /s/ Tsung-Shann Jiang

 Tsung-Shann Jiang

 /s/ Chang-Jen Jiang

 Chang-Jen Jiang

 /s/ Yoshinobu Odaira

 Yoshinobu Odaira

 /s/ Che-Wei Hsu

 Che-Wei Hsu

 /s/ Yu-Min (Francis) Chung

 Yu-Min (Francis) Chung

 668-0881 2125 31649000 50000000 50000000 42857 BioFirst Corporation (the "BioFirst"):
The Company holds an equity interest in BioFirst Corporation, accounting for its equity interest using the equity method to accounts for its equity investment as prescribed in ASC 323, Investments—Equity Method and Joint Ventures ("ASC 323"). Equity method adjustments include the Company's proportionate share of investee's income or loss and other adjustments required by the equity method. As of December 31, 2024 and 2023, the Company owns 18.68% and 18.68% common stock shares of BioFirst, respectively. The Company made a prepayment for equity investment in BioFirst to purchase additional shares to be issued by BioFirst in the aggregate amount of $2,688,578, recorded as prepayment for long-term investments as of December 31, 2022. On July 19, 2023, the Company successfully completed the registration process for this investment. The initial prepayment was $1,895,556, which is a portion of the prepayment as of December 31, 2022, and was converted into 994,450 shares of BioFirst stock. As of December 31, 2024, the amount of prepayment for long-term investments in Biofirst is $1,124,842.
 Rgene Corporation (the "Rgene")
Both Rgene and the Company are under common control by Dr. Tsung-Shann Jiang, the CEO and chairman of the BioLite Inc. Since Dr. Tsung-Shann Jiang is able to exercise significant influence, but not control, over the Rgene, the Company determined to use the equity method to accounts for its equity investment as prescribed in ASC 323, Investments—Equity Method and Joint Ventures ("ASC 323"). Equity method adjustments include the Company's proportionate share of investee's income or loss and other adjustments required by the equity method. As of December 31, 2024 and 2023, the Company owns 26.65% and 26.65% common stock shares of Rgene, respectively.
 BioLite Japan K.K. (BioLite JP)
In October 2021, the Company, Lucidaim Co., Ltd., a Japanese corporation ("Lucidaim," together with the Company, the "Shareholders"), and BioLite Japan K.K., a Japanese corporation ("BioLite JP") entered into a Joint Venture Agreement. BioLite JP is a private limited company incorporated on December 18, 2018. The business of the joint venture is the research and development of drugs, medical device and digital media, investment, fund running and consulting, distribution and marketing of supplements carried on by BioLite JP and its subsidiaries in Japan, or any other territory or businesses. At the date of the Agreement, BioLite JP has 10,000 ordinary shares authorized, with 3,049 ordinary shares issued and outstanding (the "Ordinary Shares"). Pursuant to the Agreement and the related share transfer agreement, Lucidaim shall own 1,555 Ordinary Shares (51%) and the Company shall own 1,494 Ordinary Shares (49%). The Company paid $150,000 towards the setup of the joint venture; BioLite Japan's other shareholder also paid $150,000 after the Letter of Intent was signed. This prepayment is booked in prepayment for investment. As of December 31, 2024, the Company evaluated the investee's business and financial conditions and determined to fully impair such prepayment.
 ForSeeCon Eye Corporation (FEYE)
FEYE is a private company registered in the British Virgin Islands, focusing on the field of diagnosis and treatment of eye disorders, with its main product of Vitargus. The Company granted FEYE certain licensed products in exchange of FEYE ownership. See Note 4 for detail of such transactions.
 OncoX BioPharma, Inc. (OncoX)
OncoX is a private company registered in the British Virgin Islands, focusing on oncology trials and drug development across Asia-Pacific. The Company granted OncoX certain licensed products in exchange of OncoX's ownership. See Note 4 for detail of such transactions.
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