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Related Parties Transactions
 9 Months Ended
Sep. 30, 2025
Related Parties Transactions [Abstract]  
RELATED PARTIES TRANSACTIONS

10. 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
GenePharm Inc. (the “GenePharm”)   Dr. George Lee, Board Director of Biokey, is the Chairman of GenePharm.
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. Shuling Jiang, is the Chairman of Keypoint; and a member of board of directors of the Company and BioLite Inc, and a member of board of directors of BioFirst; a director and beneficial owner of more than 10% of the ABVC’s outstanding common stock

 

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. Eugene Jiang is a member of board of directors of BioFirst.

 

Mr. Chang-Jen Jiang is Mr. Tsung-Shann Jiang’s sibling and the director of the Company, and a member of board of directors of BioFirst.

 

Ms. Mei-Ling Jiang is Ms. Shuling Jiang’s sibling.

BioLite Japan     Entity controlled by controlling beneficiary shareholder of ABVC
BioHopeKing Corporation (“BHK”)   Entity controlled by controlling beneficiary shareholder of ABVC
AiBtl (Holding) BioPharma, Inc. (“AiBtl Holding”)     Founding shareholder of AiBtl BioPharma Inc.
Jaimes Vargas Russman     CEO of AiBtl BioPharma Inc.
Lion Arts Promotion, Inc. (“Lion Arts”)   Entity controlled by the Jiangs.

 

Revenues – related parties

 

During the three and nine months ended September 30, 2025, the Company received $200,000 and $595,950 pursuant to the licensing agreement and related amendment with FEYE and OncoX, respectively, and recognized a total of $795,950 revenue in the periods ended September 30, 2025. During the three and nine months ended September 30, 2024, the Company received $180,000 and $296,000, respectively, pursuant to the licensing agreement and related amendment with FEYE, and recognized $180,000 and $296,000 of revenue in the periods ended September 30, 2024. Please refer to Note 4, Collaborative Agreements for details.

 

   Three Months Ended
September 30		   Nine Months Ended
September 30		 
                 
    2025       2024     2025       2024 
OncoX  $595,950   $200,000   $595,950   $200,000 
FEYE   200,000    180,000    200,000    296,000 
Total  $795,950   $380,000   $795,950   $496,000 

Consulting fees – related parties

 

In March 2024, BioLite engaged Lion Arts to provide operation, business development, human resources, and capital finance consulting services in Taiwan. The agreement is for 12 months initially expired February 2025, and was renewed for another 12 months expiring in February 2026. The service fee is NTD 5,520,000 (approximately $173,328) for each of the contracts expiring 2025 and 2026.

 

In May 2025, BioLite entered another consulting agreement with Lion Arts for international business development for service fee of NTD 2,000,000 (approximately $62,800). This agreement is for 12 months expiring April 2026, and is optional for renewal upon mutual agreement.

 

The Company incurred consulting fees for both agreements of $60,348 and $43,100 for the three months ended September 30, 2025 and 2024, respectively, and $189,176 and $100,567 for the nine months ended September 30, 2025 and 2024, respectively.

 

Due from related parties

 

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

 

Due from related party- Current

 

   September 30,   December 31, 
   2025   2024 
Rgene (1)  $2,421   $565,711 
BioFirst (2)      2,691,776    589,340 
OncoX (3)      546    
-
 
Total  $2,694,743   $1,155,051 

Due from related parties- non-current, net

 

   September 30,   December 31, 
   2025   2024 
BioFirst (Australia) (4)  $839,983   $839,983 
BioHopeKing Corporation (5)   118,633    120,210 
Total   958,616    1,014,193 
Less: allowance for expected credit losses accounts   (958,616)   (1,014,193)
Net  $
-
   $
-
 

 

(1)  

On June 16, 2022, the Company entered into a one-year convertible loan agreement with Rgene, with a principal amount of $1,000,000 and made $500,000 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 loan was converted to Rgene’s common stock in May 2024 but the Company was not informed until April 2025. Please see detail discussion in Note 7.

 

As of September 30, 2025 and December 31, 2024, the outstanding loan balance were $0 and $500,000; and accrued interest was $0 and $63,819, respectively. Both principal and accrued interest were converted to Rgene’s common stocks.

 

As of September 30, 2025 and December 31, 2024, the Company has other receivables amounted to $2,421 and $1,892, respectively, from Rgene due to daily operations.

 

(2) On December 31, 2023, BioLite Taiwan entered into a loan agreement with BioFirst, with a principal amount of NTD 11,072,360 (approximately $337,707), which bears interest at 12% per annum for the use of working capital. During the year ended December 31, 2024, the Company entered into another loan agreement with BioFirst, with a principal amount of NTD 11,406,000 (approximately $347,883), which bears interest at 12% per annum for the use of working capital. During the nine months ended September 30, 2025, the Company loaned BioFirst NTD 64,777,314($2,079,352) and received repayment of NTD 4,536,970 ($145,637). All loans carry 12% interest. As of September 30, 2025 and December 31, 2024, the outstanding loan balance were NTD 77,778,704 ($2,551,141) and NTD 17,571,076 (approximately $535,918), respectively; accrued interests were $136,853 and $53,422, respectively. The balance of $1,073 is due with daily operations. The funds were used to support ongoing research, facility construction, and regulatory work required for the Vitargus GMP pilot plant at the Hsinchu Biomedical Science Park.

 

(3)

As of September 30, 2025 and December 31, 2024, the Company has other receivables amounted to $546 and $0, respectively, from OncoX due to daily operations.

 

(4)

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 annum, but on September 7, 2021, the Company entered into a loan agreement with BioFirst (Australia) for $67,873 to meet its new project needs. On July 27, 2021, the Company repaid a loan 249,975 to BioFirst (Australia). 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.  During the first quarter of 2023, the Company entered into several loan agreements with BioFirst (Australia) for a total amount of $88,091 to increase the cost for upcoming projects. During the second quarter of 2023, the Company entered into several loan agreements with BioFirst (Australia) for a total amount of $25,500 to increase the cost for upcoming projects. All the loans period was twelve months with an interest rate of 6.5% per annum. For accounting purpose, the due from and due to related party balances was being net off. As of September 30, 2025 and December 31, 2024, the outstanding loan balances and allocated research fees were both $681,185, and accrued interest balances were both $158,798.

 

The business conditions of BioFirst (Australia) deteriorated and, as a result, the Company recognized expected credit losses of $839,983 for the year ended December 31, 2023. The Company stopped accruing interest income recognizing such losses.

(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 4). 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, 2025 and December 31, 2024, due from BHK were both NTD 3,941,299 (approximately $118,633 and $120,210, respectively). The business conditions of BHK deteriorated and as a result, the Company recognized expected credit losses of NTD 3,941,299 as of December 31, 2024. No recovery was made during nine months ended September 30, 2025.

 

The Company’s due from related parties are subject to certain risks that our collaborative parties, including OncoX and FEYE, would face. Such risks exist in future market conditions, macro economy, legal and regulatory, results of clinical trials and product developments, and among others. As of September 30, 2025, the Company’s comprehensive review of these balances of due from related parties indicates that there are no expected losses except those being recognized above. This conclusion is based on business relationships with our related parties and the absence of any significant indicators of potential default.

 

Due to related parties

 

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

 

   September 30,   December 31, 
   2025   2024 
AiBtl Holding (1)  $348,194   $348,219 
The Jiangs (2)   579,846    274,170 
Shareholders (3)   152,848    142,130 
Lion Art Promotions Inc (4)   120,704    
-
 
Directors (5)   
-
    8,526 
Total  $1,201,592   $773,045 

 

(1) On April 11, 2024, May 10, 2024, August 15, 2024, and December 24, 2024, AiBtl received short-term loans from its founding shareholder, AiBtl Holding, for the principal amounts of $40,000, $60,000, $33,732, and $214,487, respectively, for the purpose of daily operations. These loans do not bear interest and are payable on demand.
   
(2)

Since 2019, the Jiangs advanced funds to the Company for working capital purposes. As of September 30, 2025 and December 31, 2024, the outstanding balance due to the Jiangs amounted to $79,846 and $274,170, respectively. These loans bear no interest and are due on demand.

 

The Company assumed a $500,000 bank loan from Shuling in the Taoyuan land transaction (see Note 5). Due to Taiwanese regulations restricting the loan transfers to foreign entities, the Company issued Shuling a 1-year unsecured promissory note for $500,000 at 3.79% annual interest, with interest is payable monthly. The note matures on July 15, 2026, with an option to renew by mutual agreement. For the three and nine months ended September 30, 2025, the Company paid $4,736 in interest on this note.

 

(3) Since 2018, the Company’s shareholders have advanced funds to the Company for working capital purposes. The advances bear an interest rate around 12% per annum. As of September 30, 2025 and December 31, 2024, the outstanding principal and accrued interest was $152,848 and $142,130, respectively. Interest expenses in connection with these loans were $5,106 and $11,836 for the three months ended September 30, 2025 and 2024, respectively, and were $15,318 and $21,973 for the nine months ended September 30, 2025 and 2024, respectively.

 

(4) Accrued consulting services fee as of September 30, 2025 and December 31, 2024, respectively.
   
(5) As of September 30, 2025 and December 31, 2024, due to Directors were $0 and $8,526, respectively, were related to the daily operating expenses since inception in 2023 paid by the Directors of AiBtl on behalf of the entity.