1. ORGANIZATION AND DESCRIPTION OF BUSINESS

BioKey (Cayman), Inc. (“BioKey Cayman”), incorporated in the Cayman Islands in June 2023, operates through its California-based subsidiary BioKey, Inc (“BK California”), as an integrated pharmaceutical development and CRO/CDMO platform. The Company provides research, formulation development, analytical, manufacturing and related services through its Fremont, California operations, while also developing and commercializing pharmaceutical, nutraceutical and botanical-based products and technologies.

Reorganization with BK California

On May 10, 2025, ABVC BioPharma, Inc (“ABVC”), the sole shareholder of the BioKey Cayman and BioKey, which is also known as the common controlling shareholder, entered into a Share Transfer Agreement (“STA”) with BK California and BioKey Cayman, to transfer ABVC’s 100% ownership in BK California to BioKey Cayman. In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) No. 805-50, the assets and liabilities of BK California were transferred to BioKey Cayman at their historical carrying values, and no goodwill was recognized. The accompanying financial statements have been retrospectively adjusted to include the results of BK California as if the combination had occurred at the beginning of the earliest period presented. This presentation reflects the continuity of ownership and operations and is consistent with the accounting treatment for transactions among entities under common control. The combined entity is hereinafter referred to as the “Company”.

To enhance shareholder value, on June 22, 2026, ABVC announced plans for the partial legal and structural separation of the BioKey Cayman business from ABVC (the “Reorganization Transactions”). The Reorganization Transactions consist of two distinct steps: (i) the legal separation of BioKey Cayman from ABVC (the “Separation”) and (ii) the subsequent distribution of BioKey Cayman shares to ABVC shareholders (the “Distribution”). To effect the Separation, BioKey Cayman filed a Registration Statement on Form 10 pursuant to the Exchange Act (File No. 000-56853), which became effective on June 25, 2026 (the “Form 10”). Shortly before the Form 10 became effective, BioKey Cayman and ABVC entered into the Separation and Distribution Agreement dated as of June 22, 2026 (the “SDA”) and related ancillary agreements. Upon effectiveness of the Form 10 and execution of the SDA, BioKey Cayman became a separate Exchange Act reporting company, although ABVC continued to own 100% of its outstanding shares pending the Distribution. For the Distribution, ABVC intends to distribute approximately 4,500,000 BioKey Cayman Ordinary Shares, representing approximately 15% of BioKey Cayman’s issued and outstanding Ordinary Shares, to ABVC shareholders on a pro rata basis. Following the Distribution, ABVC is expected to retain approximately 85% of BioKey Cayman and remain its controlling shareholder. The Distribution was originally scheduled for August 3, 2026, but was postponed due to outstanding tax, administrative and regulatory matters. The Distribution is now scheduled for August 21, 2026. Accordingly, BioKey Cayman currently exists as a separate Exchange Act reporting entity but remains wholly owned by ABVC until the Distribution is completed.