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Related Parties Transactions
 9 Months Ended
Sep. 30, 2022
Related Party Transactions [Abstract]  
RELATED PARTIES TRANSACTIONS

12. 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; the Chairman of Rgene is Mr. Tsung-Shann Jiang
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”)   Dr. George Lee, Board Director 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
The Jiangs   Mr. Tsung-Shann Jiang, the controlling beneficiary shareholder of the Company; the Chairman of 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; 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 one of the board directors of BioKey, Inc
BioLite Japan   Entity controlled by controlling beneficiary shareholder of ABVC
ABVC BioPharma (HK), Limited   An entity 100% owned by Mr. Tsung-Shann Jiang

 

Accounts receivable - related parties

 

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

 

   September 30,   December 31, 
   2022   2021 
GenePharm Inc.  $
                 -
   $142,225 
Rgene   
-
    2,374 
Amkey   
-
    800 
Total  $-   $145,399 

 

(1)During the third quarter of 2022, the Company made an impairment to write off the long-due balance from GenePharm Inc. as it existed over 1 year.

 

Due from related parties

 

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

 

Due from related party - Current

 

   September 30,   December 31, 
   2022   2021 
Rgene  $500,000   $                  -  
Total  $500,000   $- 

 

Due from related parties – Non-Current

 

   September 30,   December 31, 
   2022   2021 
Rgene  $1,480   $49,110 
BioFirst (Australia)   1,038,775    491,816 
BioHopeKing Corporation   
-
    124,972 
LBG USA   
-
    675 
BioLite Japan   150,000    150,000 
Keypoint   
-
    1,610 
Total  $1,190,255   $818,183 

 

(1)As of September 30, 2022, and December 31, 2021, the Company has advanced an aggregate amount of $500,000 and $0 as current amount due from related party, and $1,480 and $49,110 to Rgene as non-current amount due from related party 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). As of September 30, 2022, and December 31, 2021, the outstanding loan balance was $501,480 and $33,520, which including the loan agreement signed in June 2022 amounted $500,000, according to the agreement, the Company provided a one-year convertible loan with a principal amount of $1,000,000 to Rgene which bears interest at 5% per annum for the use of working capital that, if fully converted, would result in ABVC owning an additional 6.4% of Rgene. The Company may convert the Note at any time into shares of Rgene’s common stock at either (i) a fixed conversion price equal to $1.00 per share or (ii) 20% discount of the stock price of the then most recent offering, whichever is lower; the conversion price is subject to adjustment as set forth in the Note. The Note includes standard events of default, as well as a cross default provision pursuant to which a breach of the Service Agreement will trigger an event of default under the convertible note if not cured after 5 business days of written notice regarding the breach is provided. The Company is expected to receive the outstanding loan from the related party by the end of 2022, either by cash or conversion of shares of Rgene. On January 1, 2021, BioLite Taiwan entered into a consultant services agreement with Rgene. The outstanding amount was settled during September 2022, and the amount due from Rgene was $0 and $1,889 as of September 30, 2022 and December 31, 2021, respectively.

 

(2)On July 1, 2020, the Company entered into a loan agreement with BioFirst (Australia) for $361,487 to properly record R&D cost and tax refund allocation based on co-development contract executed on July 24, 2017. The loan was originally set to be mature on September 30, 2021 with an interest rate of 6.5% per 2annum, but $249,975 of which has been settled in July 2021. On September 7, 2021, the Company entered into a loan agreement with BioFirst (Australia) for $67,873 to meet its new project needs. On December 1, 2021, the Company entered into a loan agreement with BioFirst (Australia) for $250,000 to increase the cost for upcoming projects. The loan will be matured on November 30, 2022 with an interest rate of 6.5% per annum. In 2022, the Company entered into several loan agreements with BioFirst (Australia) for a total amount of $507,000 to increase the cost for upcoming projects. All the loans period was twelve months with an interest rate of 6.5% per annum. As of September 30, 2022 and December 31, 2021, the aggregate amount of outstanding loan and accrued interest and allocated research fee was $1,038,775 and $491,816, respectively. The Company is expected to receive the outstanding amount in full by the end of 2022.

 

(3)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 September 30, 2022 and December 31, 2021, due from BHK was $0 and $124,972, respectively. The Company made an impairment to write off the amount due from BHK.

 

(4)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, 2022 and December 31, 2021, the outstanding advance balances was $0 and $675, respectively. The Company made an impairment to write off the amount due from LBG USA.

  

(5)On May 8, 2020, the Company and Lucidaim entered into a Letter of Intent (LOI) in regard to a potential joint venture of BioLite Japan. Based on the LOI, each party will advance an aggregated amount of $150,000 to meet BioLite Japan’s working capital needs, which the Company advanced an amount of $150,000 and the advance bear 0% interest rate. As of September 30, 2022 and December 31, 2021, the outstanding advance balances was $150,000 and $150,000, respectively. The Company is expected to receive the outstanding amount by the end of 2022.

 

(6)On October 31, 2020, the Company has advanced an aggregate amount of $1,610 to Keypoint for working capital purpose. Under the terms of the loan agreement, the loan bears interest at 6.5% per annum and the loan will be matured on October 30, 2021. As of September 30, 2022 and December 31, 2021, the outstanding loan balance was $0 and $1,610, respectively. The Company made an impairment to write off the amount due from Keypoint.

 

Due to related parties

 

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

 

   September 30,   December 31, 
   2022   2021 
BioFirst Corporation  $40,878   $40,878 
BioFirst (Australia)   211,147    132,443 
AsiaGene   24,017    24,017 
YuanGene   9,205    9,205 
The Jiangs   19,789    18,750 
Due to shareholders   146,790    168,131 
Total  $451,826   $393,424 

 

(1) Since 2019, BioFirst has 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, 2022 and December 31, 2021, the aggregate amount of outstanding balance and accrued interest is $40,878.
   
(2) As of September 30, 2022, and December 31, 2021, BioFirst (Australia) has advanced the Company an aggregate amount of $211,147 and $132,443, respectively for new project purpose.

 

(3) As of September 30, 2022, and December 31, 2021, 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.

 

(4) As of September 30, 2022, and December 31, 2021, 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.

 

(5) Since 2019, the Jiangs advanced funds to the Company for working capital purpose. As of September 30, 2022, and December 31, 2021, the outstanding balance due to the Jiangs amounted to $19,789 and $18,750, respectively. These loans bear interest rate of 0% to 1% per month, and are due on demand.

 

(6) Since 2018, the Company’s shareholders have advanced funds to the Company for working capital purpose. The advances bear interest rate of 12% per annum. As of September 30, 2022 and December 31, 2021, the outstanding principal and accrued interest was $146,790 and $168,131, respectively. Interest expenses in connection with these loans were $5,208 and $5,679 for the three months ended September 30, 2022 and 2021, respectively. Interest expenses in connection with these loans were $15,922 and $16,670 for the nine months ended September 30, 2022 and 2021, respectively.