ABVC BIOPHARMA, INC.

Previous wording

Yunzhiyi, a Taiwanese corporation, was incorporated in August 2024, with 90% owned by BioLite Taiwan and 10% owned by Shuling Jiang, the Company’s director. This entity is set up for holding land located in Puli, Tawain that AiBtl is in the process of acquiring, which land will be used for developing health related 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.

Current wording

Yun Zhi Yi Co., Ltd. (“Yun Zhi Yi”), a Taiwanese corporation, was incorporated in August 2024, with 90% owned by BioLite Taiwan and 10% owned by Shuling Jiang (“Shuling”, or “Ms. Jiang”), a director and beneficial owner of more than 10% of the ABVC’s outstanding common stock. This entity is set up for holding land located in Puli, Tawain that AiBtl is in the process of acquiring, which land will be used for developing health related business. Due to Taiwan’s legal restrictions prohibiting foreign entities from directly owning farmland, the parties agreed to structure the arrangement through nominee holdings. To further secure the ownership of land, the board of AiBtl authorized Ms. Jiang in June 2025 to temporarily hold the land title until the administrative procedures are finalized. The title was transferred to Ms. Jiang later that month, and the Company recorded $5,421 in acquisition costs associated with the transaction. As of the date hereof, the transfer of the land’s title to Yun Zhi Yi is currently under government review, pending completion of the title transfer registration.

Previous wording

On July 15, 2025, the Company entered into a definitive agreement with Shuling Jiang (“Shuling”), pursuant to which Shuling shall transfer the ownership of certain land she owns, with estimated fair value of $3,857,975, located at Taoyuan City, Taiwan (the “Land”) to the Company (the “Agreement”). Shuling is a director of the Company, and owns approximately 10.31% of the Company’s issued and outstanding shares of common stock as of June 3, 2025. In consideration for the Land, the Company was to pay Shuling (i) 2,035,136 restricted shares of the Company’s common stock (the “Shares”) at a price of $1.65 per share as approved in the June 3, 2025 annual shareholder meeting and (ii) five-year warrants to purchase up to 1,000,000 shares of the Company’s common stock, with an exercise price of $2.50 per share. Under the Agreement, Shuling was to also transfer outstanding liability owed on the Land (approximately $500,000) to the Company. The transaction is closed on the same date and restricted shares are issued on July 16, 2025.

Current wording

On July 15, 2025, the Company entered into a definitive agreement with Shuling Jiang (“Shuling”), pursuant to which Shuling shall transfer the ownership of certain land she owns, with estimated fair value of $3,857,975, located at Taoyuan City, Taiwan (the “Land”) to the Company (the “Agreement”). Shuling is a director of the Company, and owns approximately 10.31% of the Company’s issued and outstanding shares of common stock as of June 3, 2025. In consideration for the Land, the Company was to pay Shuling (i) 2,035,136 restricted shares of the Company’s common stock (the “Shares”) at a price of $1.65 per share as approved in the June 3, 2025 annual shareholder meeting and (ii) five-year warrants to purchase up to 1,000,000 shares of the Company’s common stock, with an exercise price of $2.50 per share. Under the Agreement, Shuling was to also transfer outstanding liability owed on the Land (approximately $500,000) to the Company. The transaction is closed on the same date and the 2,035,136 restricted shares and the 1,000,000 warrants are issued on July 16, 2025 and July 15, 2025, respectively.

Previous wording

In connection with the Land transaction, on July 15, 2025, the Company entered into a one-year consulting agreement with Shuling, pursuant to which Shuling shall provide advisory and development support services related to the Land. Such services include but not limited to site supervision and care, liaison with local authorities regarding land zoning and permits, acting as the Company’s agent to the Land, and other Land development related matters. The Company shall issue 1,000,000 restricted shares of the Company’s common stock, subject to a 5-year vesting schedule of 200,000 shares per year.

Current wording

In connection with the Land transaction, on July 15, 2025, the Company entered into a one-year consulting agreement with Shuling, pursuant to which Shuling shall provide advisory and development support services related to the Land. Such services include but not limited to site supervision and care, liaison with local authorities regarding land zoning and permits, acting as the Company’s agent to the Land, and other Land development related matters. The Company shall issue 1,000,000 restricted shares of the Company’s common stock, subject to a 5-year vesting schedule of 200,000 shares per year. On July 16, 2025, the Company issued 200,000 shares of restricted stock as a prepayment for Shuling’s first year service.

Previous wording

On June 18, 2024, the Company and BioFirst, each entered into an amendment (the “Amendment”) to the Licensing Agreement with FEYE, pursuant to which the Company and BioFirst have agreed to allow FEYE to pay the second milestone payment in the amount of $3,500,000 per Licensing Agreement, incrementally (such as $100,000), at any given time, rather than in one lump sum. As of June 30, 2025, the Company has received $296,000 as the partial second milestone payment and recognized as licensing revenue according to ASC 606.

Current wording

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. For the nine months ended September 30, 2025 and 2024, the Company received $200,000 and $296,000, respectively, as partial milestone payments and recognized as licensing revenue according to ASC 606.

Previous wording

On April 16, 2024, the Company entered into a definitive agreement with OncoX BioPharma, Inc., a private company registered in the British Virgin Islands (“Oncox”), pursuant to which the Company will grant Oncox an exclusive right to develop and commercialize ABVC’s single-herb botanical drug extract from the dry fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Non-Small Cell Lung Cancer (the “Licensed Products”), within North America for 20 years (the “Oncox Agreement”). In consideration thereof, Oncox shall pay ABVC $6,250,000 (or 1,250,000 Oncox shares valued at $5 per share; price was determined through private negotiations between the parties; no third-party valuation was completed.) 30 days after entering into the Oncox Agreement and $625,000 30 days following the completion of Oncox’s next round of fundraising, of which there is no guarantee; ABVC is also entitled to 5% royalties based on the Net Sales, as defined in the Oncox Agreement, from the first commercial sale of the Licensed Product in North America, of which there can be no guarantee. Oncox entered into another agreement with ABVC’s affiliate, Rgene Corporation, on the same terms. As of June 30, 2025, the Company has received $200,000 as the partial second milestone payment and recognized as licensing revenue according to ASC 606.

Current wording

On April 16, 2024, the Company entered into a definitive agreement with OncoX BioPharma, Inc., a private company registered in the British Virgin Islands (“Oncox”), pursuant to which the Company will grant Oncox an exclusive right to develop and commercialize ABVC’s single-herb botanical drug extract from the dry fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Non-Small Cell Lung Cancer (the “Licensed Products”), within North America for 20 years (the “Oncox Agreement”). In consideration thereof, Oncox shall pay ABVC $6,250,000 (or 1,250,000 Oncox shares valued at $5 per share; price was determined through private negotiations between the parties; no third-party valuation was completed.) 30 days after entering into the Oncox Agreement and $625,000 30 days following the completion of Oncox’s next round of fundraising, of which there is no guarantee; ABVC is also entitled to 5% royalties based on the Net Sales, as defined in the Oncox Agreement, from the first commercial sale of the Licensed Product in North America, of which there can be no guarantee. Oncox entered into another agreement with ABVC’s affiliate, Rgene Corporation, on the same terms. For the nine months ended September 30, 2025 and 2024, the Company received $595,950 and $200,000 as partial milestone payments and recognized as licensing revenue according to ASC 606.

Previous wording

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.

Current wording

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 repaid the entire outstanding balance by the equity conversions of $1,000,000 in total. 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.

Previous wording

On March 3, 2025 and April 1, 2025, May 14, 2025, and June 5, 2025, Lind converted $800,000 ($200,000 in each conversion) principal balance on 3 rd Lind Note into 800,000 shares of the Company’s common stocks, leaving outstanding principal of $200,000 as of June 30, 2025.

Current wording

On March 3, 2025 and April 1, 2025, May 14, 2025, June 5, 2025, and July 9, 2025, Lind converted $1,000,000 ($200,000 in each conversion) principal balance on 3 rd Lind Note into 1,000,000 shares of the Company’s common stocks, resulting in fully settlement of the 3 rd Lind Note as of September 30, 2025.

Previous wording

On July 1, 2025, Lind exercised 500,000 warrants and left 500,000 warrants as of the date of this report. On July 9, 2025, Lind converted the remaining $200,000 outstanding 3 rd Lind Note to the Company’s common stocks.

Current wording

On July 1, 2025, Lind exercised 500,000 warrants and left 500,000 warrants, with $1.0 per share of exercise price as of the date of this report.

Previous wording

During the six months ended June 30, 2025, the Company conducted several private offerings of its common stock to several individual investors, and issued 2,566,557 unregistered shares at $0.60 to $1.30 per share, raising a total of $1,868,750. Among these offerings, 130,771 shares are yet to be issued as of June 30, 2025 but issued on July 11, 2025, accounted for $170,000 fund raised.

Current wording

During the nine months ended September 30, 2025, the Company conducted several private offerings of its common stock to several individual investors, and issued 3,083,612 unregistered shares at $0.60 to $1.95 per share, raising a total of $2,777,120. Among these offerings, prior unissued stocks were all issued as of September 30, 2025.

Previous wording

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

Current wording

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

Previous wording

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. In 2024 the Company received in cash and recognized revenue $296,000, pursuant to the Amendment. There was no transaction incurred during the period ended June 30, 2025.

Current wording

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. For the nine months ended September 30, 2025 and 2024, the Company received $200,000 and $296,000, respectively, as partial milestone payments and recognized as licensing revenue according to ASC 606.

Previous wording

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

Current wording

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. For the nine months ended September 30, 2025 and 2024, the Company received $595,950 and $200,000 as partial milestone payments and recognized as licensing revenue according to ASC 606.

Previous wording

***Revenues.***We generated $0 and $117,142 in revenues for the three months ended June 30, 2025 and 2024, respectively. The revenue recognized in 2024 was mainly due to the milestone revenue recognized from licensing to ForSeeCon.

Current wording

RevenuesWe generated $795,950 and $389,276 in revenues for the three months ended September 30, 2025 and 2024, respectively. The revenue recognized in 2025 was mainly due to the milestone revenue recognized from licensing to OncoX and ForSeeCon, while we only received milestone payments from ForSeeCon in the same period of 2024.

Previous wording

Operating Expenses. Our operating expenses have increased by $1,317,924 or 135%, to $2,294,983 for the three months ended June 30, 2025 from $977,059 for the three months ended June 30, 2024. Such an increase in operating expenses was mainly due to the Company hired certain consultants and advisors for business opportunity and financial advisory services during this period.

Current wording

Operating Expenses Our operating expenses have increased by $1,273,064 or 184%, to $1,964,360 for the three months ended September 30, 2025 from $691,296 for the three months ended September 30, 2024. Such an increase in operating expenses was mainly due to the Company hiring certain consultants and advisors for business opportunity and financial advisory services during this period.

Previous wording

**Other Income (Expense).**Our other expense was $14,223 for the three months ended June 30, 2025, compared to other expense of $289,199 for the three months ended June 30, 2024. The change was principally caused by the decrease in interest expense and increase in foreign exchange income.

Current wording

Other Income (Expense) Our other expense was $118,586 for the three months ended September 30, 2025, compared to other expense of $184,760 for the three months ended September 30, 2024. The change was principally caused by the decrease in interest expense and offset by foreign exchange loss.

Previous wording

**Net Loss. **As a result of the above factors, our net loss was $2,332,833 for the three months ended June 30, 2025 compared to $1,047,412 for the three months ended June 30, 2024, representing an increase of $1,285,421, or 123%.

Current wording

**Net Loss **As a result of the above factors, our net loss was $1,287,523 for the three months ended September 30, 2025 compared to $487,431 for the three months ended September 30, 2024, representing an increase of $800,092, or 164%.

Previous wording

The following table presents, for the six months indicated, our unaudited consolidated statements of operations information.

Current wording

The following table presents, for the nine months indicated, our unaudited consolidated statements of operations information.

Previous wording

Operating Expenses. Our operating expenses have decreased by $828,254, or 22%, to $2,987,988 for the six months ended June 30, 2025 from $3,816,242 for the six months ended June 30, 2024. Such decrease in operating expenses was mainly attributable to the decrease in stock-based compensation expenses by $694,120 which relates to costs in conjunction with employee compensation and non-employee share-based payments.

Current wording

Operating Expenses. Our operating expenses have increased by $444,810, or 10%, to $4,952,348 for the nine months ended September 30, 2025 from $4,507,538 for the nine months ended September 30, 2024. Such increase in operating expenses was mainly attributable to the increase in stock-based compensation expenses by $346,222 which relates to costs in conjunction with employee compensation and non-employee share-based payments.

Previous wording

**Other Income (Expense).**Our other expense was $265,408 for the six months ended June 30, 2025, compared to other expense of $387,611 for the six months ended June 30, 2024. The change was principally caused by the decrease in interest expense, while being offset by the increase in foreign exchange income for the six months ended June 30, 2025.

Current wording

**Other Income (Expense).**Our other expense was $383,994 for the nine months ended September 30, 2025, compared to other expense of $572,371 for the nine months ended September 30, 2024. The change was principally caused by the decrease in interest expense from Lind Notes for the nine months ended September 30, 2025.

Previous wording

Interest income (expense), net. was $(314,170) for the six months ended June 30, 2025, compared to $(357,565) for the six months ended June 30, 2024. The decrease of $43,395, or approximately 12%, was primarily due to the decrease in interest expense due to recognition of interest expense for the converted notes for proper accounting purpose**.**

Current wording

Interest income (expense), net. was $(297,842) for the nine months ended September 30, 2025, compared to $(533,733) for the nine months ended September 30, 2024. The decrease of $235,891, or approximately 44%, was primarily due to the decrease in interest expense due to recognition of interest expense for the converted notes for proper accounting purpose**.**

Previous wording

**Net Loss. **As a result of the above factors, our net loss was $3,277,023 for the six months ended June 30, 2025 compared to $3,975,079 for the six months ended June 30, 2024, representing a decrease of $698,056, or 18%.

Current wording

**Net Loss **As a result of the above factors, our net loss was $4,564,546 for the nine months ended September 30, 2025 compared to $4,462,510 for the nine months ended September 30, 2024, representing a decrease of $102,036, or 2%.

Previous wording

For the six months ended June 30, 2025, the Company reported net loss of $3,277,023. As of June 30, 2025, the Company’s working capital deficit was $3,762,113. In addition, the Company had net cash outflows of $1,434,007 from operating activities for the six months ended June 30, 2025. These conditions give rise to substantial doubt as to whether the Company will be able to continue as a going concern.

Current wording

For the nine months ended September 30, 2025, the Company reported net loss of $4,564,546. As of September 30, 2025, the Company’s working capital deficit was $2,434,951. In addition, the Company had net cash outflows of $1,567,264 from operating activities for the nine months ended September 30, 2025. These conditions give rise to substantial doubt as to whether the Company will be able to continue as a going concern.

Previous wording

Notably, the Company has reduced a substantial amount of convertible debts during the six months ended June 30, 2025, from $0.95 million to $0.24 million. We also reduced our outstanding warrants from 2.0 million shares to 1 million shares in six months ended June 30, 2025, receiving around $411,667 in cash (further reduced 0.5 million shares in July 2025). 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. Management is committed to enhancing operations to generate positive cash flows to meet our operational needs.

Current wording

Notably, the Company has reduced a substantial amount of convertible debts during the nine months ended September 30, 2025, from $0.95 million to $0.22 million. We also reduced our outstanding warrants previously issued to LIND from 2.0 million shares to 0.5 million shares in nine months ended September 30, 2025, receiving around $991,366 in cash. If the Company is not able to generate positive operating cash flows, and raise additional capital, there is the risk that the Company may not be able to meet its short-term obligations. Management is committed to enhancing operations to generate positive cash flows to meet our operational needs.

Previous wording

During the six months ended June 30, 2025 and 2024, the net cash used in operating activities were $1,434,007 and $1,167,241, respectively. The increase was primarily due to the increase in due from related parties. The Company has been strictly control the operating cash outflow, such as making certain payments with shares in lieu of cash, extending vendors’ payment terms, and other initiatives to save the cash burn.

Current wording

During the nine months ended September 30, 2025 and 2024, the net cash used in operating activities were $1,567,264 and $1,107,011, respectively. The increase was primarily due to the increase in due from related parties. The Company has been strictly control the operating cash outflow, such as making certain payments with shares in lieu of cash, extending vendors’ payment terms, and other initiatives to save the cash burn.

Previous wording

During the six months ended June 30, 2025 and 2024, the main investing activity is the loan of funds to related parties for their operating needs.

Current wording

During the nine months ended September 30, 2025 and 2024, the main investing activity is the loan of funds to related parties for their operating and research and development needs.

Previous wording

During the six months ended June 30, 2025 and 2024, the net cash provided by financing activities were $2,356,083 and $1,726,303, respectively. The increase in net cash provided by financing activities were primarily due to the proceeds from a series of private offerings, and LIND’s exercise of warrants, offsetting by the repayment in short-term loans and due to related parties.

Current wording

During the nine months ended September 30, 2025 and 2024, the net cash provided by financing activities were $3,488,478 and $1,644,947, respectively. The increase in net cash provided by financing activities were primarily due to the proceeds from a series of private offerings, and LIND’s exercise of warrants, offsetting by the repayment in short-term loans and due to related parties.