| RELATED PARTIES TRANSACTIONS |
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. Shuling Jiang, is the Chairman of Keypoint; and a member of board of directors of the Company and BioLite Inc, and a member of board of directors of BioFirst; a director and beneficial owner of more than 10% of the ABVC’s outstanding common stock 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. Eugene Jiang is a member of board of directors of BioFirst. Mr. Chang-Jen Jiang is Mr. Tsung-Shann Jiang’s sibling and the director of the Company, and a member of board of directors of BioFirst. Ms. Mei-Ling Jiang is Ms. Shuling 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. (“Lion Arts”) | | Entity controlled by the Jiangs. | Consulting fees – related parties | | | Three Months Ended
June 30, | | | Six Months Ended
June 30, | | | | | 2026 | | | 2025 | | | 2026 | | | 2025 | | | Lion Arts | | $ | 48,875 | | | $ | 57,441 | | | $ | 108,283 | | | $ | 126,019 | | In March 2024, the BioLite engaged Lion Arts to provide operation, business development, human resources, and capital finance consulting services in Taiwan. The agreement is for 12 months expiring in February 2025, and was renewed twice, each for another 12 months, expiring February 2027. The service fee is NTD 5,520,000 (approximately $173,328) for each of the contracts expiring 2026 and 2027. In May 2025, BioLite entered another consulting agreement with Lion Arts for international business development for service fee of NTD 2,000,000 (approximately $62,800). This agreement is for 12 months expiring April 2026, and is optional for renewal upon mutual agreement. Due from related parties Amounts due from related parties consisted of the following as of the periods indicated: Due from related party- Current | | | June 30, | | | December 31, | | | | | 2026 | | | 2025 | | | BioFirst (1) | | $ | 134,026 | | | $ | 761,017 | | | Rgene (2) | | | 2,317 | | | | 2,347 | | | Director (3) | | | 1 | | | | 24 | | | Total | | $ | 136,344 | | | $ | 763,388 | | Due from related parties- Non-current, net | | | June 30, | | | December 31, | | | | | 2026 | | | 2025 | | | BioFirst (Australia) (4) | | $ | 839,983 | | | $ | 839,983 | | | BioHopeKing Corporation (5) | | | 123,757 | | | | 120,210 | | | Total | | | 963,740 | | | | 960,193 | | | Less: allowance for expected credit losses accounts | | | (963,740 | ) | | | (960,193 | ) | | Net | | $ | - | | | $ | - | | | (1) | On December 31, 2023, BioLite Taiwan entered into a loan agreement with BioFirst, with a principal amount of $337,707, which bears interest at 12% per annum for the use of working capital. During the year ended December 31, 2024, the Company entered into another loan agreement with BioFirst, with a principal amount of $347,883, which bears interest at 12% per annum for the use of working capital. During the six months ended June 30, 2026, the Company entered several loan agreements with BioFirst, in the aggregate of $147,572. These loans bear 12% per annum, with the term of 12 months. During the six months ended June 30, 2026, the Company also received around $793,567 repayment. The funds were used to support BioFirst’ daily operations. As of June 30, 2026 and December 31, 2025, the outstanding loan and interest balance were $97,842 and $761,017, respectively. As of June 30, 2026 and December 31, 2025, the Company has other receivables amounted to $36,184 and nil, respectively. | | (2) | As of June 30, 2026 and December 31, 2025, the Company has other receivables amounted $2,317 and $2,347, respectively, from Rgene due to daily operations. | | | | | (3) | The director paid certain operating expenses on behalf of the Company. | | | | | (4) | On July 1, 2020, the Company entered into a loan agreement with BioFirst (Australia) for $361,487 to properly record R&D cost and tax refund allocation based on co-development contract executed on July 24, 2017. 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 June 30, 2026 and December 31, 2025, the outstanding loan balances and allocated research fee were both amounted to $681,185, and accrued interest balances were both amounted $158,798. The business conditions of BioFirst (Australia) deteriorated and, as a result, the Company recognized expected credit losses of $839,983 for the year ended December 31, 2023. The Company stopped accruing interest income recognizing such losses. | | (5) | On February 24, 2015, BioLite Taiwan and BioHopeKing Corporation (the “BHK”) entered into a co-development agreement, (the “BHK Co-Development Agreement”, see Note 4). 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 June 30, 2026 and December 31, 2025, due from BHK was both NTD 3,941,299 (approximately$123,363 and $120,210, respectively). The business conditions of BHK deteriorated and as a result, the Company recognized expected credit losses of NTD 3,941,299 as of December 31, 2024. No recovery was made during the six months ended June 30, 2026. | 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 June 30, 2026, the Company’s comprehensive review of these due from related party balances indicates that there are no expected losses except those being recognized above. This conclusion is based on business relationships with our related parties and the absence of any significant indicators of potential default. Due to related parties Amount due to related parties consisted of the following as of the periods indicated: | | | June 30, | | | December 31, | | | | | 2026 | | | 2025 | | | The Jiangs (1) | | $ | 277 | | | $ | 300 | | | Shareholders and Subsidiaries’ management(2) | | | 265,022 | | | | - | | | ForSeeCon (3) | | | - | | | | 70,000 | | | OncoX (3) | | | - | | | | 35,404 | | | Total | | $ | 265,299 | | | $ | 105,704 | | | (1) | Since 2019, the Jiangs advanced funds to the Company for working capital purposes. As of March 31, 2026 and December 31, 2025, the outstanding balance due to the Jiangs amounted to $277 and $300, respectively. These loans bear no interest and are due on demand. In addition, during year ended 2025, the Company purchased a piece of land in Taiwan from Shuling Jiang, as discussed in Note 5. | | | | | (2) | At the end of June 30, 2026, the shareholders advanced funds to the Company for working capital purposes.The advances bear an interest rate around 12% per annum, starting from July 1, 2026 for a term of one year. In June 2026, management of Biokey advanced funds to Biokey for working capital purposes. The advances does not bear any interest. | | (3) | As of December 31, 2025, the Company had balances due to ForSeeCon and OncoX of $70,000 and $35,404, respectively, relating to amounts previously received but not recognized as licensing revenue. During the first quarter of 2026, the Company settled the outstanding balances with ForSeeCon and OncoX. Accordingly, no amounts remained payable to either party as of June 30, 2026. | Asset pledged for related party’s bank loan Shuling Jiang acts as the Company’s agent to hold the land in Taoyuan, amounting to $4,656,460. And the land is pledged for her bank loan of NTD 15,000,000 (equivalent to $471,000), which is due on April 16, 2027.
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