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Pro Forma Financial Statements (Tables)

12 Months Ended

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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