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Pro Forma Financial Statements (Tables) | 12 Months Ended
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Dec. 31, 2018
Business Combinations [Abstract] |
Schedule of unaudited pro forma condensed consolidated combined balance sheet |
|  |  |  |  |  |  |  |  |  |  | Pro Forma |  |  |  |  | Pro Forma |
|  | ABVC |  |  | BioKey |  |  | BioLite |  |  | Adjustment |  |  | Note |  | Combined |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 40,044 |  |  | $ | 636,666 |  |  | $ | 186,644 |  |  |  | - |  |  |  |  | $ | 863,354 |
Restricted cash and cash equivalents |  |  | 16,093 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  |  | 16,093 |
Accounts receivable, net |  |  | - |  |  |  | 43,204 |  |  |  | - |  |  |  | - |  |  |  |  |  | 43,204 |
Accounts receivable - related parties, net |  |  | - |  |  |  | 147,848 |  |  |  | - |  |  |  | - |  |  |  |  |  | 147,848 |
Other receivable |  |  | - |  |  |  | - |  |  |  | 39,005 |  |  |  | - |  |  |  |  |  | 39,005 |
Due from related parties |  |  | 40,000 |  |  |  | - |  |  |  | 79,287 |  |  |  | (59,810 | ) |  | {f} |  |  | 59,477 |
Inventory |  |  | - |  |  |  | - |  |  |  | 1,318 |  |  |  | - |  |  |  |  |  | 1,318 |
Prepaid expense and other current assets |  |  | 136 |  |  |  | - |  |  |  | 223,759 |  |  |  | - |  |  |  |  |  | 223,895 |
Total Current Assets |  |  | 96,273 |  |  |  | 827,718 |  |  |  | 530,013 |  |  |  | (59,810 | ) |  |  |  |  | 1,394,194 |
Property and equipment, net |  |  | - |  |  |  | 58,150 |  |  |  | 510,066 |  |  |  |  |  |  |  |  |  | 568,216 |
Goodwill, net |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 43,531,445 |  |  | {e} |  |  | 43,531,445 |
Long-term investments |  |  | - |  |  |  | - |  |  |  | 3,488,169 |  |  |  |  |  |  |  |  |  | 3,448,169 |
Deferred tax assets |  |  | - |  |  |  | - |  |  |  | 1,347,995 |  |  |  |  |  |  |  |  |  | 1,347,995 |
Security Deposits |  |  | - |  |  |  | 10,440 |  |  |  | 27,418 |  |  |  |  |  |  |  |  |  | 37,858 |
Total Assets |  | $ | 96,273 |  |  | $ | 896,308 |  |  | $ | 5,903,661 |  |  | $ | 43,471,635 |  |  |  |  | $ | 50,367,877 |
LIABILITIES AND EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Short-term bank loan |  |  | - |  |  |  | - |  |  |  | 899,250 |  |  |  | - |  |  |  |  |  | 899,250 |
Long-term bank loan - current portion |  |  | - |  |  |  | - |  |  |  | 39,835 |  |  |  | - |  |  |  |  |  | 39,835 |
Notes payable |  |  | - |  |  |  | - |  |  |  | 510,447 |  |  |  | - |  |  |  |  |  | 510,447 |
Accrued expenses and other current liabilities |  |  | 555,449 |  |  |  | 83,026 |  |  |  | 687,709 |  |  |  | - |  |  |  |  |  | 1,326,184 |
Due to related parties |  |  | 4,462,775 |  |  |  | - |  |  |  | 3,341,005 |  |  |  | (58,684 | ) |  | {f} |  |  | 7,745,096 |
Convertible notes payable |  |  | 300,000 |  |  |  | - |  |  |  | - |  |  |  |  |  |  |  |  |  | 300,000 |
Convertible notes payable - related parties |  |  | 250,000 |  |  |  | - |  |  |  | - |  |  |  |  |  |  |  |  |  | 250,000 |
Total Current Liabilities |  |  | 5,568,224 |  |  |  | 83,026 |  |  |  | 5,478,246 |  |  |  | (58,684 | ) |  |  |  |  | 11,070,812 |
Long-term bank loan |  |  | - |  |  |  | - |  |  |  | 15,257 |  |  |  | - |  |  |  |  |  | 15,257 |
Tenant security deposit |  |  | - |  |  |  | 2,880 |  |  |  | - |  |  |  | - |  |  |  |  |  | 2,880 |
Convertible notes payable |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  |  | - |
Convertible notes payable - related parties |  |  | 250,000 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  |  | 250,000 |
Accrued interest |  |  | 27,467 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  |  | 27,467 |
Total Liabilities |  |  | 5,845,691 |  |  |  | 85,906 |  |  |  | 5,493,503 |  |  |  | (58,684 | ) |  |  |  |  | 11,366,416 |
Equity |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Preferred stock |  |  | - |  |  |  | 18,633,097 |  |  |  | - |  |  |  | (18,633,097 | ) |  | {c} |  |  | - |
Common stock |  |  | 213,927 |  |  |  | 774,293 |  |  |  | 4,121 |  |  |  | (4,121 | ) |  | {a} |  |  | 318,486 |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  | 74,998 |  |  | {a} |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  | (771,793 | ) |  | {b} |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  | 7,428 |  |  | {b} |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  | 22,133 |  |  | {c} |  |  |  |
Additional paid-in capital |  |  | 13,914,556 |  |  |  | 82,265 |  |  |  | 10,862,995 |  |  |  | (70,877 | ) |  | {a} |  |  | 59,018,959 |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  | (82,265 | ) |  | {e} |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  | 44,312,285 |  |  | {e} |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  | (10,000,000 | ) |  | {g} |  |  |  |
Stock subscription receivable |  |  | - |  |  |  | (1,667 | ) |  |  | - |  |  |  | 1,667 |  |  | {e} |  |  | - |
Accumulated deficit |  |  | (19,877,901 | ) |  |  | (18,677,586 | ) |  |  | (11,445,109 | ) |  |  | 18,677,586 |  |  | {e} |  |  | (12,209,446 | )
|  |  |  |  |  |  |  |  |  |  |  |  |  |  | 6,817,848 |  |  | {g} |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2,295,716 |  |  | {h} |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  | 10,000,000 |  |  | {g} |  |  |  |
Other comprehensive income |  |  | - |  |  |  | - |  |  |  | 670,541 |  |  |  | (14,689 | ) |  | {g,h} |  |  | 655,852 |
Treasury stock |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (6,750,000 | ) |  | {g} |  |  | (9,100,000 | )
|  |  |  |  |  |  |  |  |  |  |  |  |  |  | (2,350,000 | ) |  | {h} |  |  |  |
Total Stockholders’ deficit |  |  | (5,749,418 | ) |  |  | 810,402 |  |  |  | 92,548 |  |  |  | 43,530,319 |  |  |  |  |  | 38,683,851 |
Noncontrolling interest |  |  | - |  |  |  | - |  |  |  | 317,610 |  |  |  | - |  |  |  |  |  | 317,610 |
Total Equity |  |  | (5,749,418 | ) |  |  | 810,402 |  |  |  | 410,158 |  |  |  | 43,530,319 |  |  |  |  |  | 39,001,461 |
Total Liabilities and Equity |  | $ | 96,273 |  |  | $ | 896,308 |  |  | $ | 5,903,661 |  |  | $ | 43,471,635 |  |  |  |  |  | 50,367,877 |
Schedule of unaudited pro forma condensed consolidated statements of operations |
|  |  |  |  |  |  |  |  |  |  | Pro Forma |  |  |  |  |  | Pro Forma |
|  | ABVC |  |  | BioKey |  |  | BioLite |  |  | Adjustment |  |  | Note |  |  | Combined |
Revenues |  | $ | - |  |  | $ | 510,197 |  |  | $ | 6,956 |  |  |  |  |  |  |  |  |  |  | $ | 517,153 |
Cost of revenues |  |  | - |  |  |  | 4,809 |  |  |  | 185,280 |  |  |  |  |  |  |  |  |  |  |  | 190,089 |
Gross profit |  |  | - |  |  |  | 505,388 |  |  |  | (178,324 | ) |  |  |  |  |  |  |  |  |  |  | 327,064 |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Selling, general and administrative expenses |  |  | 695,148 |  |  |  | 669,322 |  |  |  | 893,570 |  |  |  |  |  |  |  |  |  |  |  | 2,258,040 |
Research and development expenses |  |  | 669,668 |  |  |  | 430,917 |  |  |  | 319,053 |  |  |  |  |  |  |  |  |  |  |  | 1,419,638 |
Stock based compensation |  |  | 28,800 |  |  |  | - |  |  |  | - |  |  |  |  |  |  |  |  |  |  |  | 28,800 |
Total operating expenses |  |  | 1,393,616 |  |  |  | 1,100,239 |  |  |  | 1,212,623 |  |  |  |  |  |  |  |  |  |  |  | 3,706,478 |
Loss from operations |  |  | (1,393,616 | ) |  |  | (594,851 | ) |  |  | (1,390,947 | ) |  |  |  |  |  |  |  |  |  |  | (3,379,414 | )
Other income (expense) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest income |  |  | 93 |  |  |  | 4,598 |  |  |  | 5,119 |  |  |  |  |  |  |  |  |  |  |  | 9,810 |
Interest expense |  |  | (155,930 | ) |  |  | - |  |  |  | (306,821 | ) |  |  |  |  |  |  |  |  |  |  | (462,751 | )
Rental income |  |  | - |  |  |  | - |  |  |  | 11,924 |  |  |  |  |  |  |  |  |  |  |  | 11,924 |
Impairment loss |  |  | - |  |  |  | - |  |  |  | (63,663 | ) |  |  |  |  |  |  |  |  |  |  | (63,663 | )
Investment loss |  |  | (549 | ) |  |  | - |  |  |  | (395,476 | ) |  |  |  |  |  |  |  |  |  |  | (396,025 | )
Gain/Loss on foreign exchange changes |  |  | - |  |  |  | - |  |  |  | 7,307 |  |  |  |  |  |  |  |  |  |  |  | 7,307 |
Gain/Loss on investment in equity securities |  |  | (2,549,451 | ) |  |  | - |  |  |  | (192,463 | ) |  |  |  |  |  |  |  |  |  |  | (2,741,914 | )
Other income (expense) |  |  | - |  |  |  | 630 |  |  |  | (5,154 | ) |  |  |  |  |  |  |  |  |  |  | (4,524 | )
Total other income (expenses) |  |  | (2,705,837 | ) |  |  | 5,228 |  |  |  | (939,227 | ) |  |  |  |  |  |  |  |  |  |  | (3,639,836 | )
Loss before provision for income tax |  |  | (4,099,453 | ) |  |  | (589,623 | ) |  |  | (2,330,174 | ) |  |  |  |  |  |  |  |  |  |  | (7,019,250 | )
Provision for income tax (benefit) |  |  | 1,850 |  |  |  | 800 |  |  |  | (366,947 | ) |  |  |  |  |  |  |  |  |  |  | (364,297 | )
Net loss |  |  | (4,101,303 | ) |  |  | (590,423 | ) |  |  | (1,963,227 | ) |  |  |  |  |  |  |  |  |  |  | (6,654,953 | )
Net loss attributable to noncontrolling interests |  |  | - |  |  |  | - |  |  |  | 489,151 |  |  |  |  |  |  |  |  |  |  |  | 489,151 |
Net loss attributable to ABVC and subsidiaries |  |  | (4,101,303 | ) |  |  | (590,423 | ) |  |  | (1,474,067 | ) |  |  |  |  |  |  |  |  |  |  | (7,144,104 | )
Foreign currency translation adjustment |  |  | - |  |  |  | - |  |  |  | 86,786 |  |  |  |  |  |  |  |  |  |  |  | 86,786 |
Comprehensive Income (Loss) |  | $ | (4,101,303 | ) |  | $ | (590,423 | ) |  | $ | (1,560,862 | ) |  |  |  |  |  |  |  |  |  | $ | (7,230,890 | )
Net loss per share attributable to common stockholders |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic and diluted |  | $ | (0.02 | ) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | (0.03 | )
Weighted average number of common shares outstanding |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic and diluted |  |  | 213,884,105 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 214,156,988 |
Schedule of reconciliation of ABVC common stock to be issued to BioLite shareholders |
BioLite Outstanding shares as of December 31, 2018 |  |  | 41,207,444 |
Exchange of each BioLite share of common stock outstanding as of December 31, 2018, for 1.82 shares of ABVC common stock |  |  | 1.82 |
ABVC common stock to be issued to BioLite as a result of the Merger |  |  | 74,997,548 |
Par value $0.001 per share of ABVC |  | $ | 74,998 |
Schedule of ABVC common stock to be issued to BioKey shareholders in exchange of BioKey’s common stock outstanding |
BioKey Outstanding shares as of December 31, 2018 |  |  | 7,428,134 |
Exchange of each BioKey share of common stock outstanding as of December 31, 2018, for one share of ABVC common stock |  |  | 1 |
ABVC common stock to be issued to BioKey as a result of the Merger |  |  | 7,428,134 |
Par value $0.001 per share of ABVC |  | $ | 7,428 |
Schedule of ABVC common stock to be issued to BioKey shareholders in exchange of BioKey’s preferred stock outstanding |
BioKey Outstanding shares as of December 31, 2018 |  |  |
7,000,000 shares of Series A |  |  | 7,000,000 |
1,160,000 shares of Series B |  |  | 1,160,000 |
13,973,097 shares of Series C |  |  | 13,973,097 |
BioKey’s total shares of preferred stock outstanding as of December 31, 2018 |  |  | 22,133,097 |
Exchange of each BioKey share of preferred stock outstanding as of December 31, 2018, for one share of ABVC common stock |  |  | 1 |
ABVC common stock to be issued to BioKey as a result of the Merger |  |  | 22,133,097 |
Par value $0.001 per share of ABVC |  | $ | 22,133 |
Schedule of Common stock outstanding |
ABVC common stock issued as of December 31, 2018 |  |  | 213,926,475 |
ABVC common stock held by BioLite pursuant to the BioLite Collaborative Agreement (see Note {g}) |  |  | (3,487,500 | )
ABVC common stock held by BioLite for cash issuance (see Note {h}) |  |  | (1,468,750 | )
ABVC common stock to be issued to BioLite as a result of the Merger |  |  | 74,997,548 |
ABVC common stock to be issued to BioKey as a result of the Merger |  |  | 29,561,231 |
Total common stock of the combined company outstanding following the Merger |  |  | 313,529,004 |
| {g} | Collaborative agreement with BioLite Inc., a related party
On December 29, 2015, American BriVision Corporation (“BriVision”) entered into a collaborative agreement (the “BioLite Collaborative Agreement”) with BioLite, a related party, pursuant to which BioLite granted BriVision sole licensing rights for drug and therapeutic use of five products, including BLI-1005 CNS-Major Depressive Disorder, BLI-1008 CNS-Attention Deficit Hyperactivity Disorder, BLI-1401-1 Anti-Tumor Combination Therapy-Solid Tumor with Anti-PD-1, BLI-1401-2 Anti-Tumor Combination Therapy-Triple Negative Breast Cancer, and BLI-1501 Hematology-Chronic Lymphocytic Leukemia, in the U.S.A and Canada. Under the BioLite Collaborative Agreement, BriVision should pay a total of $100,000,000 in cash or stock of BriVision with equivalent value, according to the following schedule:
| {h} | On August 26, 2016, ABVC issued 1,468,750 shares of common stock, par value $0.001 to BioLite pursuant to a certain Stock Purchase Agreement dated August 26, 2016. The purchase price per share of the Offering is $1.60. The net proceeds to the Company from the Offering are approximately $2,350,000. The unaudited pro forma adjustments were made as if the Merger occurred on December 31, 2018. As such, these common stock shares of ABVC held by BioLite shall be treated be treated as outstanding shares, and shall be reflected as treasury shares. The corresponding long-term investment of BioLite has been written off in full amount, included in the accumulated deficit as of December 31, 2018. Such amount has been eliminated in the pro forma condensed balance sheet.
Schedule of the fair value of the consideration given and assets and liabilities acquired |
Purchase consideration: |  |  |
Common stock (1) |  | $ | 44,341,847 |
Estimated Fair Value of Assets Acquired: |  |  |  |
Cash and cash equivalents |  | $ | 636,666 |
Accounts receivable |  |  | 43,204 |
Accounts receivable - related parties |  |  | 147,848 |
Property and equipment |  |  | 58,150 |
Security deposits |  |  | 10,440 |
Total assets acquired |  | $ | 896,308 |
Estimated Fair Value of Liabilities Assumed: |  |  |  |
Due to shareholders |  | $ |  |
Accrued expenses and other current liabilities |  |  | 83,026 |
Tenant security deposit |  |  | 2,880 |
Total liabilities assumed |  | $ | 85,906 |
Total net assets acquired |  | $ | 810,402 |
Goodwill as a result of the Merger |  | $ | 43,531,445 |
| (1) | 29,561,231 shares of ABVC common stock to be issued to BioKey in connection with the Merger. Those shares were valued at $1.50 per share, the closing share price of ABVC on February 5, 2019.

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