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Related Parties Transactions | 9 Months Ended
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Sep. 30, 2019
Related Party Transactions [Abstract] |
RELATED PARTIES TRANSACTIONS | 11. 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
Yuangene Corporation (the “Yuangene”) |  | Controlling beneficiary shareholder of the Company
AsiaGene Corporation (the “AsiaGene”) |  | Shareholder; entity controlled by controlling beneficiary shareholder of Yuangene
Eugene Jiang |  | Former President and Chairman
Keypoint Technology Ltd. (the “Keypoint’) |  | The Chairman of Keypoint is Eugene Jiang’s mother.
Lion Arts Promotion Inc. (the “Lion Arts”) |  | Shareholder of the Company
Yoshinobu Odaira (the “Odaira”) |  | Director of the Company
GenePharm Inc. (the “GenePharm”) |  | Mr. George Lee, the Director and Chairman of Biokey, is the Chairman of GenePharm.
Euro-Asia Investment & Finance Corp Ltd. (the “Euro-Asia”) |  | Shareholder of the Company
LBG USA, Inc. (the “LBG USA”) |  | 100% owned by BioFirst; Entity controlled by controlling beneficiary shareholder of YuanGene
LionGene Corporation (the “LionGene”) |  | Shareholder of the Company; Entity controlled by controlling beneficiary shareholder of YuanGene
Kimho Consultants Co., Ltd. (the “Kimho”) |  | Shareholder of the Company
Mr. Tsung-Shann Jiang, Ms. Shu-Ling Jiang, Mr. Chang-Jen Jiang, Ms. Mei-Ling Jiang, and Mr. Eugene Jiang (collectively 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. Shu-Ling Jiang, Mr. Tsung-Shann Jiang’s wife, is the Chairman of Keypoint, LION, and BioFirst; and a member of board of directors of BioLite Inc. 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. Chang-Jen Jiang is Mr. Tsung-Shann Jiang’s sibling and the director of the Company. Ms. Mei-Ling Jiang is Ms. Shu-Ling Jiang’s sibling.
Accounts receivable – related parties Accounts receivable due from related parties consisted of the following as of the periods indicated:
|  | September 30, |  |  | December 31, |
|  | 2019 |  |  | 2018 |
GenePharm Inc. |  | $ | 142,215 |  |  | $ | - |
Total |  | $ | 142,215 |  |  | $ | - |
Due from related parties Amount due from related parties consisted of the following as of the periods indicated:
|  | September 30, |  |  | December 31, |
|  | 2019 |  |  | 2018 |
Rgene |  | $ | 34,220 |  |  | $ | 19,477 |
AsiaGene |  |  | 3,353 |  |  |  | - |
BioFirst |  |  | 132,650 |  |  |  | - |
BioFirst (Australia) |  |  | 40,000 |  |  |  | 40,000 |
BioHopeKing Corporation |  |  | 111,780 |  |  |  | - |
LBG USA |  |  | 675 |  |  |  | - |
Total |  | $ | 322,678 |  |  | $ | 59,477 |
(1) | As of September 30, 2019 and December 31, 2018, the Company has advanced an aggregate amount of $34,220 and $19,477 to Rgene for working capital purpose. Under the terms of the loan agreement, the loan bears interest at 1% per month (or equivalent to 12% per annum) and the loan will be matured on December 31, 2019. As of September 30, 2019 and December 31, 2018, the accrued interest was $3,203 and $0, respectively.
| (2) | On May 27, 2019, the Company entered into loan agreements with AsiaGene for NT $100,000, respectively, to meet its working capital needs. The aggregated loan amount is NT100,000, equivalent to $3,353, Under the terms of the loan agreement, the loan bears interest at 1% per month (or equivalent to 12% per annum) and the loan will be matured on December 31, 2019. As of September 30, 2019, the accrued interest was $37.
| (3) | On July 12, 2019, the Company entered into a loan agreement with BioFirst for a total amount of $150,000 to meet its working capital needs. As of September 30, 2019 and December 31, 2018, the loan balances of $132,650 and $0, respectively. This loan bears interest bears at 12% per annum, and is matured on December 31, 2019. Accrued interest in connection with this loan was $3,968 as of September 30, 2019.
| (4) | On May 11, 2018, the Company and BioFirst (Australia) entered into a loan agreement for a total amount of $40,000 to meet its working capital needs. The advances bear 0% interest rate and are due on demand. As of September 30, 2019 and December 31, 2018, the outstanding loan balance were both $40,000.
| (5) | On February 24, 2015, BioLite Taiwan and BioHopeKing Corporation (the “BHK”) entered into a co-development agreement, (the “BHK Co-Development Agreement”), pursuant to which it is collaborative with BHK to develop and commercialize BLI-1401-2 (Botanical Drug) Triple Negative Breast Cancer (TNBC) Combination Therapy (BLI-1401-2 Products) in Asian countries excluding Japan for all related intellectual property rights, and has developed it for medicinal use in collaboration with outside researchers. The development costs shall be shared 50/50 between BHK and the Company. The BHK Co-Development Agreement will remain in effect for fifteen years from the date of first commercial sale of the Product in in Asia excluding Japan. Under the term of the agreement, BioLite issued relevant development cost to BHK. As of September 30, 2019 and December 31, 2018, the other receivable from related parties was $111,780 and $0, respectively.
| (6) | On February 27, 2019, the Company has advanced funds to LBG USA for working capital purpose. The advances bear 0% interest rate and are due on demand. As of September 30, 2019 and December 31, 2018, the outstanding advance balance was $675 and $0, respectively.
Due to related parties Amount due to related parties consisted of the following as of the periods indicated:
|  | September 30, |  |  | December 31, |
|  | 2019 |  |  | 2018 |
Lion Arts Promotion Inc |  | $ | - |  |  | $ | 65,495 |
LionGene Corporation |  |  | - |  |  |  | 458,348 |
BioFirst Corporation |  |  | 142,688 |  |  |  | 6,428,643 |
AsiaGene |  |  | 24,017 |  |  |  | 160,000 |
YuanGene |  |  | 9,205 |  |  |  | 92,690 |
The Jiangs |  |  | 4,735 |  |  |  | 539,920 |
Kimho |  |  | 7,500 |  |  |  | - |
Due to shareholders |  |  | 188,315 |  |  |  | - |
Total |  | $ | 376,460 |  |  | $ | 7,745,096 |
| (1) | In September, 2018, BioLite Taiwan has borrowed an aggregate amount of NT$2,950,000, equivalent to $94,990, from Lion Arts for working capital purpose. These loans bear interest at fixed rates at 12% per annum with various maturity dates through April 14, 2020. On August 1, 2019, the Company entered into a Conversion Agreements to convert all of the remaining balance of $97,864 to 13,981 shares of the Company’s common stock at a conversion price of $7.00 per share.
| (2) | In November 2018, BioLite Taiwan has borrowed an aggregate amount of NT$13,295,000, equivalent to $430,817 from LionGene for working capital purpose. The advances bear 0% interest rate and are due on demand. On August 1, 2019, the Company entered into a Conversion Agreements to convert the all of remaining balance of $428,099, to 61,157 shares of the Company’s common stock at a conversion price of $7.00 per share.
| (3) | On January 26, 2017, BriVision and BioFirst entered into a loan agreement for a total commitment (non-secured indebtedness) of $950,000 to meet its working capital needs. On February 2, 2019, BriVision and BioFirst agreed to extend the remaining loan balance of $693,000 for one year matured on February 1, 2020. Under the terms of the loan agreement, the loan bears interest at 12% per annum. On August 1, 2019, the Company entered into a Conversion Agreements to convert the remaining balance of $693,000 to 99,000 shares of the Company’s common stock at a conversion price of $7.00 per share.
|  | Since 2017, BioLite Taiwan and BioFirst entered into several loan agreements for an aggregate amount of NT$19,430,000, equivalent to $625,646, to meet its working capital needs. Under the terms of the loan agreements, the loans bear interest at 12% per annum. The term of the loans has various maturity dates through May 27, 2020. On August 1, 2019, the Company entered into a Conversion Agreements to convert the remaining balance of $625,646 to 89,378 shares of the Company’s common stock at a conversion price of $7.00 per share.
|  | Since 2017, BioFirst has also advanced funds to the Company for working capital purpose. The advances bear 0% interest rate and are due on demand. On August 1, 2019, the Company entered into a Conversion Agreements to convert the remaining balance of $597,128 to 85,304 shares of the Company’s common stock at a conversion price of $7.00 per share.
On April 12, 2017, BioLite BVI and BioFirst entered into a loan agreement for NT$30,000,000, equivalent to $987,134 to meet its working capital needs. Under the terms of the loan agreement, the loan bears interest at 1% per month (or equivalent to 12% per annum). BioLite BVI and BioFirst extended the loan with the same interest rate and amount for one year. The loan will be matured on May 11, 2019. On May 12, 2019, the two parties extended the loan with the same interest rate and amount for one year. The loan will be matured on May 11, 2020. On August 1, 2019, the Company entered into a Conversion Agreements to convert the remaining balance of $987,134 to 141,020 shares of the Company’s common stock at a conversion price of $7.00 per share. On July 24, 2017, BriVision entered into a collaborative agreement (the “BioFirst Collaborative Agreement”) with BioFirst (See Note 4). On September 25, 2017, BioFirst has delivered all research, technical, data and development data to BriVision, and the Company has recorded the full amount of $3,000,000 due to BioFirst. On June 30, 2019, the Company entered into a Stock Purchase Agreement with BioFirst, pursuant to which the Company agreed to issue 428,571 shares of the Company’s common stock to BioFirst in consideration for $3,000,000 owed by the Company to BioFirst.
| (4) | In September 2017, AsiaGene entered an investment and equity transfer agreement (the “Investment and Equity Transfer Agreement”) with Everfront Biotech Inc. (the “Everfront”), a third party. Pursuant to the Investment and Equity Transfer Agreement, Everfront agreed to purchase 2,000,000 common shares of the Company owned by AsiaGene at $1.60 per share in a total amount of $3,200,000, of which $160,000 is due before September 15, 2017 and the remaining amount of $3,040,000 is due before December 15, 2017. AsiaGene also agreed to loan the proceeds to the Company for working capital purpose. The non-secured loan bears 0% interest rate and is due on demand. On August 1, 2019, the Company entered into a Conversion Agreements to convert the remaining balance of $160,000 to 22,858 shares of the Company’s common stock at a conversion price of $7.00 per share.
|  | As of September 30, 2019, the Company also had balance due to AsiaGene of $24,017. Such advances bear no interest rate and are due on demand.
| (5) | On January 18, 2018, the Company and YuanGene entered into a loan agreement for a total of $50,000 to meet its working capital needs. Under the terms of the loan agreement, the loan bears interest at 1% per month (or equivalent to 12% per annum) and the Company is required to pay interest monthly to the lender. The maturity date of this loan is January 19, 2019. On January 20, 2019, the two parties extended the loan with the same interest rate and amount for one year. The loan will be matured on January 19, 2020. On August 1, 2019, the Company entered into a Conversion Agreements to convert the remaining balance of $50,000 to 7,143 shares of the Company’s common stock at a conversion price of $7.00 per share.
|  | In January 2018, YuanGene Corporation has advanced an aggregate amount of $42,690 to the Company for working capital purpose. The advances bear 0% interest rate and are due on demand. On August 1, 2019, the Company entered into a Conversion Agreements to convert the remaining balance of $42,690 to 6,099 shares of the Company’s common stock at a conversion price of $7.00 per share.
| As of September 30, 2019, the Company also had balance due to YuanGene of $9,205. Such advances bear no interest rate and are due on demand.
| (6) | On June 27, 2018, the Company issued an eighteen-month term unsecured convertible promissory note (the “Keypoint Note”) in an aggregate principal amount of $250,000 to Keypoint Technology Ltd. (“Keypoint”) (See Note 8). The Company received $250,000 which bears interest at 8% per annum. Interest expenses in connection with this Keypoint Note were $15,000 and $0 for the nine months ended September 30, 2019 and 2018, respectively.
| (7) | On August 25, 2018, the Company issued an eighteen-month term unsecured convertible promissory note (the “Odaira Note”) in an aggregate principal amount of $250,000 to Yoshinobu Odaira (“Odaira”) (See Note 8). The Company received $250,000 on November 29, 2018 which bears interest at 8% per annum. Interest expense in connection with this Odaira Note was $15,000 and $0 for the nine months ended September 30, 2019 and 2018, respectively.
| (8) | Since 2018, Mr. Tsung-Shann Jiang, Mr. Chang-Jen Jiang, Ms. Shu-Ling Jiang, and Ms. Mei-Ling Jiang have entered into various loans with the Company for working capital purpose in an aggregate amount of $795,340. These loans bear interest at 12% per annum and are due on demand. On August 1, 2019, the Company entered into a Conversion Agreements to convert the remaining balance of $817,354 to 116,765 shares of the Company’s common stock at a conversion price of $7.00 per share.
|  | Since 2018, the Jiangs have also advanced funds to the Company for working capital purpose in an aggregate amount of $381,375. The advances bear 0% interest rate and are due on demand. On August 4, 2019, the Company entered into a Conversion Agreements to convert the remaining balance of $381,375 to 54,482 shares of the Company’s common stock at a conversion price of $7.00 per share.
|  | During the nine months ended September 30, 2019, the Jiangs incurred additional advances to the Company for working capital purpose. Such balance was $4,735 as of September 30, 2019. The advances bear 0% interest rate and are due on demand.
| (9) | During the nine months ended September 30, 2019, BioFirst has also advanced funds to the Company for working capital purpose. The advances bear interest 1% per month (or equivalent to 12% per annum). As of September 30, 2019, the aggregate amount of outstanding balance and accrued interest is $142,688. Interest expenses in connection with this loan were $22,359 during the nine months ended September 30, 2019. The balance as of December 31, 2018 has been converted to the Company’s common stock pursuant to the Conversion Agreements entered on August 1, 2019.
| (10) | On July 2, 2019, the Company entered into an agreement with Kimho, starting from September 2019 with a fixed monthly retainer of $7,500. As of September 30, 2019 and December 31, 2018, the outstanding services charge was $7,500 and $0, respectively.
| (11) | During the 3rd Quarter of 2019, for working capital purpose, the Company entered into several agreements with our shareholders. The advances bear interest from 12% to 13.6224% per annum. As of September 30, 2019 and December 31, 2018, the aggregate amount of outstanding advance balance and accrued interest was $188,315 and $0, respectively.

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -URI http://asc.fasb.org/topic&trid=2122745 + Details
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