(a)(1) List of Financial statements included in Part II hereof
| Report of Independent Registered Public Accounting Firm (PCAOB ID 1171) | F-2 |
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| Balance Sheets as of December 31, 2023 | F-3 |
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| Statements of Operations for the years ended December 31, 2023 and 2022 | F-4 |
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| Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2023 and 2022 | F-6 |
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| Statements of Cash Flows for the years ended December 31, 2023 and 2022 | F-5 |
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| Notes to the Financial Statements | F-7 |
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(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 2nd Lind Note (32) |
| 10.30 | Form of 2nd 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 3rd 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 3rd Lind Note (33) |
| 10.41 | Form of 3rd Lind Warrant (33) |
| 10.42 | Amendment No. 1 to 2nd Lind Note (37) |
| 10.43 | Amendment No. 2 to 2nd Lind Note (38) |
| 10.44 | Amendment No. 1 to 3rd Lind Note (39) |
| 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 (To be filed by Amendment) |
| 21.1 | List of subsidiaries+ |
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+ |
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+ |
| 32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002++ |
| 32.2 | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002++ |
| 97 | Policy For Recovery of Erroneously Awarded Incentive Compensation (To be filed by Amendment) |
| 101.INS | Inline XBRL Instance Document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| + | Filed herewith |
|---|
| ++ | Furnished herewith |
|---|
| (1) | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 16, 2016. |
| (2) | Incorporated by reference to Exhibit 3.01 to the Company’s Form SB-2 filed on June 28, 2002 |
| (3) | Incorporated by reference to Exhibit 3.6 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2021. |
| (4) | Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 28, 2016. |
| (5) | Incorporated by reference to Exhibit 3.4 to the Company’s Form S-1, filed on September 13, 2016. |
| (6) | Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed on April 7, 2020 |
| (7) | Incorporated by reference to Exhibit 4.1 the Company’s Current Report on Form 8-K, filed on April 24, 2020 |
| (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. |
| (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. |
| (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. |
| (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. |
