XML 28 R17.htm IDEA: XBRL DOCUMENT

Related Parties Transactions

3 Months Ended

Mar. 31, 2020

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.
Amkey Ventures, LLC ("Amkey")		An entity controlled by Dr. George Lee, who serves as the Chairman of the board of directors of BioKey, Inc

Accounts receivable – related parties

Accounts receivable due from related parties consisted of the following as of the periods indicated:

	March 31,		December 31,
	2020		2019
GenePharm Inc.	$	142,225	$	142,225
Rgene		1,052		1,053
Amkey		400		-
Total	$	143,677	$	143,278

Due from related parties

Amount due from related parties consisted of the following as of the periods indicated:

	March 31,		December 31,
	2020		2019
Rgene	$	36,903	$	36,332
AsiaGene		3,645		3,578
BioFirst		141,650		137,151
BioFirst (Australia)		40,000		40,000
BioHopeKing Corporation		114,905		115,946
LBG USA		675		675
Total	$	337,778	$	333,682

(1)

As of March 31, 2020, and December 31, 2019, the Company has advanced an aggregate amount of $36,903 and $36,332 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. On January 1, 2020, the contract has been renewed for another year, when the new maturity date now is on December 31, 2020. As of March 31, 2020, and December 31, 2019, the outstanding loan balance was $28,953 and $29,194, and accrued interest was $7,950 and $7,138, respectively.

(2)

On May 27, 2019, the Company entered into loan agreements with AsiaGene for NT $100,000, equivalent to $3,310, 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 loan will be matured on December 31, 2019. On January 1, 2020, the agreement has been renewed for another year, when the new maturity date now is on December 31, 2020. As of March 31, 2020, and December 31, 2019, the outstanding loan balance was $3,310 and $3,340, and accrued interest was $335 and $238, respectively.

(3)

On July 12, 2019, the Company had an aggregate amount of loan with BioFirst of $150,000 to meet its working capital needs, pursuant to which the interest bears at 12% per annum. The Company paid back $21,317 in 2019. The remaining loan balance was $128,683 as of December 31, 2019. This loan is matured on July 11, 2020 and bears interest at 1% per month (or equivalent to 12% per annum). As of March 31, 2020, and December 31, 2019, the outstanding loan balance was $128,683, and accrued interest was $12,967 and $8,468, respectively.

(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 March 31, 2020 and December 31, 2019, the outstanding loan balances were $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", see Note 3). 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 March 31, 2020 and 2019, due from related parties was $114,905 and $115,946, 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 March 31, 2020 and 2019, the outstanding advance balances were $675.

Due to related parties

Amount due to related parties consisted of the following as of the periods indicated:

	March 31,		December 31,
	2020		2019
LionGene Corporation	$	10,481	$	10,275
BioFirst Corporation		218,261		24,182
AsiaGene		24,017		24,017
YuanGene		9,205		9,205
The Jiangs		58,503		40,031
Kimho		55,000		21,500
Euro Asia		12,000		12,000
Due to shareholders		233,832		284,479
Due to employees		94,004		-
Total	$	715,303	$	425,689

(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 (see Note 11). As such, no balance is due as of March 31, 2020 and December 31, 2019.

(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.

On October 15, 2019, LionGene has advanced funds to the Company for working capital purpose in an aggregate amount of NTD $300,000, equivalent to $9,930, The advances bear 1% interest rate and as of March 31, 2020, the accrued interest rate is $551.

(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 3). 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.

Since 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 March 31, 2020, the aggregate amount of outstanding balance and accrued interest is $218,261.

(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.

Since 2018, AsiaGene has advanced the Company an aggregate amount of $24,017 for working capital purpose. This advance bears 0% interest rate and is 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.

Since 2018, YuanGene has advanced the Company an aggregate amount of $9,205 for working capital purpose. This advance bears 0% interest rate and is due on demand.

(6)

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 $837,726 to 119,675 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 $353,050. 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 $353,050 to 50,436 shares of the Company's common stock at a conversion price of $7.00 per share.

As of March 31, 2020, the Jiangs has advanced an aggregate amount of $58,503, to the Company for working capital purpose. The advances bear 0% interest rate and are due on demand.

(7)

On July 2, 2019, the Company entered into an agreement with Kimho, starting from September 2019 with a fixed monthly retainer of $7,500 before the IPO and the amount will be increased to $13,000 after IPO. As of March 31, 2020 and December 31, 2019, the outstanding services charge was $55,000 and $21,500, respectively.

(8)	As of March 31, 2020 and December 31, 2019, Euro Asia has advanced of $12,000 and $12,000, respectively, to the Company for working capital purpose. The advances bear 0% interest rate.

(9)

During the three months ended March 31, 2020, 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 March 31, 2020 and 2019, the aggregate amount of outstanding advance balance and accrued interest was $233,832 and $284,479, respectively.

(10)

During the three months ended March 31, 2020, the Company had advances from employees for working capital purpose. The outstanding balance due to one employee amounted to $71,688 as of March 31, 2020. This loan bears interest rate of 1.5% per annum, and is due on demand. The outstanding balance due to one other employee amounted to $22,316 as of March 31, 2020. This loan bears zero interest rate and is due on demand.