Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2024 | |
Document Information Line Items | |
Entity Registrant Name | ABVC BIOPHARMA, INC. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001173313 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | NV |
Entity Tax Identification Number | 26-0014658 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Current Assets | |||||
Cash and cash equivalents | $ 30,489 | $ 60,155 | $ 85,265 | ||
Restricted cash | 628,513 | 656,625 | 1,306,463 | ||
Accounts receivable, net | 1,530 | 1,530 | 98,325 | ||
Short-term investments | 75,916 | 79,312 | 75,797 | ||
Prepaid expense and other current assets | 159,602 | 101,051 | 150,235 | ||
Total Current Assets | 1,794,450 | 1,656,709 | 2,987,247 | ||
Property and equipment, net | 7,949,150 | 7,969,278 | 573,978 | ||
Operating lease right-of-use assets | 708,023 | 809,283 | 1,161,141 | ||
Long-term investments | 2,474,514 | 2,527,740 | 842,070 | ||
Deferred tax assets, net | 117,110 | ||||
Prepaid expenses – non-current | 75,416 | 78,789 | 135,135 | ||
Security deposits | 60,644 | 62,442 | 58,838 | ||
Prepayment for long-term investments | 1,274,842 | 1,274,842 | 2,838,578 | ||
Total Assets | 14,460,402 | 14,492,599 | 9,579,574 | ||
Current Liabilities | |||||
Preferred stock | |||||
Common stock | 10,698 | [1] | 7,940 | [1] | 3,286 |
Additional paid-in capital | 86,029,237 | 82,636,966 | 67,937,050 | ||
Stock subscription receivable | (225,740) | (451,480) | (1,354,440) | ||
Accumulated deficit | (69,353,071) | (65,420,095) | (54,904,439) | ||
Accumulated other comprehensive income | 233,323 | 516,387 | 517,128 | ||
Treasury stock | (8,902,371) | (8,901,668) | (9,100,000) | ||
Total Stockholders’ equity | 7,792,076 | 8,388,050 | 3,098,585 | ||
Noncontrolling interest | (305,121) | (257,078) | 137,554 | ||
Total Equity | 7,486,955 | 8,130,972 | 3,236,139 | ||
Total Liabilities and Equity | 14,460,402 | 14,492,599 | 9,579,574 | ||
Current Liabilities | |||||
Short-term bank loans | 860,750 | 899,250 | 1,893,750 | ||
Accrued expenses and other current liabilities | 4,050,845 | 3,696,380 | 2,909,587 | ||
Contract liabilities | 79,500 | 79,500 | 10,985 | ||
Taxes payables | 108,110 | 112,946 | |||
Operating lease liabilities – current portion | 389,870 | 401,826 | 369,314 | ||
Convertible notes payable – third parties, net | 842,567 | 569,456 | |||
Total Current Liabilities | 6,633,614 | 5,932,490 | 5,543,628 | ||
Tenant security deposit | 21,680 | 21,680 | 7,980 | ||
Operating lease liability – non-current portion | 318,153 | 407,457 | 791,827 | ||
Total Liabilities | 6,973,447 | 6,361,627 | 6,343,435 | ||
COMMITMENTS AND CONTINGENCIES | |||||
Related Party [Member] | |||||
Current Assets | |||||
Accounts receivable – related parties, net | 10,463 | 10,463 | 757,343 | ||
Due from related parties – current | 887,937 | 747,573 | 513,819 | ||
Due from related parties – non-current, net | 123,363 | 113,516 | 865,477 | ||
Current Liabilities | |||||
Due to related parties | $ 301,972 | $ 173,132 | $ 359,992 | ||
[1] Prior period results have been adjusted to reflect the 1-for-10 reverse stock split effected on July 25, 2023. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) | Mar. 31, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | ||
Statement of Financial Position [Abstract] | |||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Preferred stock, shares issued | |||||
Preferred stock, shares outstanding | |||||
Common stock, par value (in Dollars per share) | (per share) | $ 0.001 | [1] | $ 0.001 | [1] | $ 0.001 |
Common stock, shares authorized | 100,000,000 | [1] | 100,000,000 | [1] | 100,000,000 |
Common stock, shares issued | 10,698,315 | [1] | 7,940,298 | [1] | 3,286,190 |
Common stock, shares outstanding | 10,698,315 | [1] | 7,940,298 | [1] | 3,286,190 |
[1] Prior period results have been adjusted to reflect the 1-for-10 reverse stock split effected on July 25, 2023. |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement [Abstract] | |||||
Revenues | $ 1,205 | $ 128,272 | $ 152,430 | $ 969,783 | |
Cost of revenues | 277 | 60,236 | 302,037 | 286,415 | |
Gross (loss) profit | 928 | 68,036 | (149,607) | 683,368 | |
Operating expenses | |||||
Selling, general and administrative expenses | 831,257 | 1,272,752 | 5,368,278 | 6,067,545 | |
Research and development expenses | 69,066 | 334,979 | 1,062,916 | 2,693,457 | |
Stock-based compensation | 2,544,995 | 366,489 | 1,635,708 | 7,036,778 | |
Total operating expenses | 3,445,318 | 1,974,220 | 8,066,902 | 15,797,780 | |
Loss from operations | (3,444,390) | (1,906,184) | (8,216,509) | (15,114,412) | |
Other income (expense) | |||||
Interest income | 4,049 | 52,711 | 185,481 | 187,817 | |
Interest expense | (684,683) | (56,663) | (2,493,340) | (293,968) | |
Operating sublease income | 22,100 | 65,900 | 107,150 | ||
Impairment loss | (110,125) | ||||
Investment loss | (7,446) | ||||
Gain/(Loss) on foreign exchange changes | 113,520 | (12,261) | 22,690 | (259,463) | |
Loss on investment in equity securities | (221,888) | ||||
Other (expense) income | 30,485 | 3,067 | 3,384 | (24,149) | |
Total other income (expense) | (536,629) | 8,954 | (2,437,773) | (400,184) | |
Loss before income tax | (3,981,019) | (1,897,230) | (10,654,282) | (15,514,596) | |
Provision for (benefit from) income tax | 256,006 | 797,778 | |||
Net loss | (3,981,019) | (1,897,230) | (10,910,288) | (16,312,374) | |
Net loss attributable to noncontrolling interests | (48,043) | (73,535) | (394,632) | 110,865 | |
Net loss attributed to ABVC and subsidiaries | (3,932,976) | (1,823,695) | (10,515,656) | (16,423,239) | |
Foreign currency translation adjustment | (283,064) | 29,109 | (741) | (22,532) | |
Comprehensive loss | $ (4,216,040) | $ (1,794,586) | $ (10,516,397) | $ (16,445,771) | |
Net loss per share: | |||||
Basic (in Dollars per share) | $ (0.4) | $ (0.55) | $ (2.43) | $ (5.19) | |
Weighted average shares used in computing net loss per share of common stock(1): | |||||
Basic (in Shares) | [1] | 9,736,150 | 3,307,577 | 4,335,650 | 3,166,460 |
[1] Prior period results have been adjusted to reflect the 1-for-10 reverse stock split effected on July 25, 2023. |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement [Abstract] | |||||
Diluted | $ (0.40) | $ (0.55) | $ (2.43) | $ (5.19) | |
Diluted | [1] | 9,736,150 | 3,307,577 | 4,335,650 | 3,166,460 |
[1] Prior period results have been adjusted to reflect the 1-for-10 reverse stock split effected on July 25, 2023. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||||
Net loss | $ (3,981,019) | $ (1,897,230) | $ (10,910,288) | $ (16,312,374) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 1,286 | 6,493 | 28,531 | 23,799 |
Stock-based compensation | 2,544,995 | 366,489 | 1,635,708 | 7,036,778 |
Inventory allowance for valuation losses | 25,975 | |||
Provision for doubtful accounts | 1,455,101 | 184,589 | ||
Other non-cash expenses | 672,016 | (1,521) | 2,413,746 | 32,350 |
Impairment of prepaid expenses | 110,125 | |||
Loss on investment in equity securities | 221,888 | |||
Deferred tax expense | 115,668 | 864,802 | ||
Changes in operating assets and liabilities: | ||||
Decrease (increase) in accounts receivable | 113,339 | 228,557 | (614,166) | |
Decrease (increase) in prepaid expenses and other current assets | 101,926 | 238,092 | ||
Decrease (increase) in prepaid expenses and security deposits | (53,380) | (203,621) | ||
Decrease (increase) in due from related parties | (140,364) | (110,720) | (321,776) | (837,014) |
Increase (decrease) in accrued expenses and other current liabilities | 354,465 | (146,316) | 786,793 | 1,608,784 |
Increase (decrease) in contract liabilities | 68,515 | |||
Increase (decrease) in tenant security deposit | 13,700 | (2,600) | ||
Increase (decrease) in Taxes payables | 112,946 | |||
Increase (decrease) in due to related parties | 128,840 | 375,454 | (186,860) | 242,469 |
Net cash used in operating activities | (473,161) | (1,497,633) | (4,235,845) | (7,398,391) |
Cash flows from investing activities | ||||
Purchase of equipment | (21,201) | (119,692) | ||
Prepayment for equity investment | (338,985) | (1,601,992) | ||
Net cash used in investing activities | (360,186) | (1,721,684) | ||
Cash flows from financing activities | ||||
Proceeds from issuance of warrants | 394,071 | 2,406,338 | ||
Proceeds from short-term bank loans | 350,000 | |||
Proceeds from convertible notes payable | 282,095 | 3,206,587 | 1,462,622 | |
Issuance of common stock | 1,050,000 | 3,663,925 | ||
Repayment of short-term bank loans | (1,000,000) | (1,000,000) | ||
Net cash provided by financing activities | 676,166 | 2,206,587 | 3,918,960 | 4,013,925 |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (260,783) | (308,804) | 2,123 | (67,337) |
Net increase (decrease) in cash and cash equivalents and restricted cash | (57,778) | 400,150 | (674,948) | (5,173,487) |
Cash and cash equivalents and restricted cash | ||||
Beginning | 716,780 | 1,391,728 | 1,391,728 | 6,565,215 |
Ending | 659,002 | 1,791,878 | 716,780 | 1,391,728 |
Cash paid during the year for: | ||||
Income taxes paid | 27,392 | 1,600 | ||
Supplemental disclosure of cash flows | ||||
Interest expense paid | 5,701 | 56,663 | 33,180 | 285,465 |
Non-cash financing and investing activities | ||||
Purchase of Property and equipment by issuing common stock to a third party | 7,400,000 | |||
Issuance of common stock for conversion of debt | $ (681,000) | $ 3,306,112 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Common Stock | Stock Subscription Receivable | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Treasury Stock | Non controlling Interest | Total | |||
Balance at Dec. 31, 2021 | $ 2,893 | [1] | $ (2,257,400) | $ 58,139,700 | [1] | $ (38,481,200) | $ 539,660 | $ (9,100,000) | $ 26,689 | $ 8,870,342 | |
Balance (in Shares) at Dec. 31, 2021 | [1] | 2,893,089 | (27,535) | ||||||||
Issuance of common shares for cash | $ 200 | [1] | 3,663,725 | [1] | 3,663,925 | ||||||
Issuance of common shares for cash (in Shares) | [1] | 200,000 | |||||||||
Issuance of subsidiaries’ common shares for consulting services | $ 193 | [1] | 4,891,695 | [1] | 4,891,888 | ||||||
Issuance of subsidiaries’ common shares for consulting services (in Shares) | [1] | 193,101 | |||||||||
Stock-based compensation | 902,960 | 902,960 | |||||||||
Stock-based compensation for options granted | 1,241,930 | [1] | 1,241,930 | ||||||||
Net loss | (16,423,239) | 110,865 | (16,312,374) | ||||||||
Cumulative transaction adjustments | (22,532) | (22,532) | |||||||||
Balance at Dec. 31, 2022 | $ 3,286 | [1] | (1,354,440) | 67,937,050 | [1] | (54,904,439) | 517,128 | $ (9,100,000) | 137,554 | 3,236,139 | |
Balance (in Shares) at Dec. 31, 2022 | [1] | 3,286,190 | (27,535) | ||||||||
Issuance of subsidiaries’ common shares for consulting services | $ 22 | [1] | 140,727 | [1] | 140,749 | ||||||
Issuance of subsidiaries’ common shares for consulting services (in Shares) | [1] | 22,341 | |||||||||
Stock-based compensation | 225,740 | 225,740 | |||||||||
Net loss | (1,823,695) | (73,535) | (1,897,230) | ||||||||
Cumulative transaction adjustments | 29,109 | 29,109 | |||||||||
Balance at Mar. 31, 2023 | $ 3,308 | [1] | (1,128,700) | 68,077,777 | [1] | (56,728,134) | 546,237 | $ (9,100,000) | 64,019 | 1,734,507 | |
Balance (in Shares) at Mar. 31, 2023 | [1] | 3,308,531 | (27,535) | ||||||||
Balance at Dec. 31, 2022 | $ 3,286 | [1] | (1,354,440) | 67,937,050 | [1] | (54,904,439) | 517,128 | $ (9,100,000) | 137,554 | 3,236,139 | |
Balance (in Shares) at Dec. 31, 2022 | [1] | 3,286,190 | (27,535) | ||||||||
Issuance of common shares for cash | $ 300 | [1] | 1,049,700 | [1] | 1,050,000 | ||||||
Issuance of common shares for cash (in Shares) | [1] | 300,000 | |||||||||
Issuance of common shares for property | $ 370 | [1] | 7,399,630 | [1] | 7,400,000 | ||||||
Issuance of common shares for property (in Shares) | [1] | 370,000 | |||||||||
Warrant issued with convertible notes payable | 1,706,338 | [1] | 1,706,338 | ||||||||
Exercise of pre-funded warrant | $ 200 | [1] | (200) | [1] | |||||||
Exercise of pre-funded warrant (in Shares) | [1] | 200,000 | |||||||||
Distribute as Employee Compensation | (190,628) | [1] | $ 198,332 | 7,704 | |||||||
Distribute as Employee Compensation (in Shares) | [1] | 591 | |||||||||
Issuance of subsidiaries’ common shares for consulting services | $ 52 | [1] | 732,696 | [1] | $ 732,748 | ||||||
Issuance of subsidiaries’ common shares for consulting services (in Shares) | 51,941 | [1] | 29,600 | ||||||||
Issuance of common shares upon exercise of convertible notes | $ 3,732 | [1] | 3,302,380 | [1] | $ 3,306,112 | ||||||
Issuance of common shares upon exercise of convertible notes (in Shares) | [1] | 3,732,167 | |||||||||
Issuance of pre-funded warrant | 700,000 | [1] | 700,000 | ||||||||
Stock-based compensation | 902,960 | 902,960 | |||||||||
Net loss | (10,515,656) | (394,632) | (10,910,288) | ||||||||
Cumulative transaction adjustments | (741) | (741) | |||||||||
Balance at Dec. 31, 2023 | $ 7,940 | [1] | (451,480) | 82,636,966 | [1] | (65,420,095) | 516,387 | $ (8,901,668) | (257,078) | 8,130,972 | |
Balance (in Shares) at Dec. 31, 2023 | [1] | 7,940,298 | (26,553) | ||||||||
Issuance of subsidiaries’ common shares for consulting services | 383,500 | [1] | 383,500 | ||||||||
Issuance of common shares upon exercise of convertible notes | $ 752 | [1] | 680,248 | [1] | 681,000 | ||||||
Issuance of common shares upon exercise of convertible notes (in Shares) | [1] | 751,795 | |||||||||
Issuance of pre-funded warrant | 394,071 | [1] | 394,071 | ||||||||
Stock-based compensation | $ 1,303 | [1] | 225,740 | 1,934,452 | [1] | 2,161,495 | |||||
Stock-based compensation (in Shares) | [1] | 1,302,726 | |||||||||
Net loss | (3,932,976) | (48,043) | (3,981,019) | ||||||||
Repurchase of common stock | $ 703 | [1] | (703) | ||||||||
Repurchase of common stock (in Shares) | [1] | 703,496 | |||||||||
Cumulative transaction adjustments | (283,064) | (283,064) | |||||||||
Balance at Mar. 31, 2024 | $ 10,698 | [1] | $ (225,740) | $ 86,029,237 | [1] | $ (69,353,071) | $ 233,323 | $ (8,902,371) | $ (305,121) | $ 7,486,955 | |
Balance (in Shares) at Mar. 31, 2024 | [1] | 10,698,315 | (26,553) | ||||||||
[1] Prior period results have been adjusted to reflect the 1-for-10 reverse stock split effected on July 25, 2023. |
Organization and Description of
Organization and Description of Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Organization and Description of Business [Abstract] | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS ABVC BioPharma, Inc. (the “Company”), formerly known as American BriVision (Holding) Corporation, a Nevada corporation, through the Company’s operating entity, American BriVision Corporation (“BriVision”), which was incorporated in July 2015 in the State of Delaware, engages in biotechnology to fulfill unmet medical needs and focuses on the development of new drugs and medical devices derived from plants. BriVision develops its pipeline by carefully tracking new medical discoveries or medical device technologies in research institutions in the Asia-Pacific region. Pre-clinical, disease animal model and Phase I safety studies are examined closely by the Company to identify drugs that BriVision believes demonstrate efficacy and safety. Once a drug appears to be a good candidate for development and ultimately commercialization, BriVision licenses the drug or medical device from the original researchers and begins to introduce the drugs clinical plan to highly respected principal investigators in the United States, Australia and Taiwan to conduct a Phase II clinical trial. At present, clinical trials for the Company’s drugs and medical devices are being conducted at such world-famous institutions as including Stanford University, University of California San Fransisco (UCSF) and Cedar Sinai Medical Centre (CSMC). BriVision had no predecessor operations prior to its formation on July 21, 2015. | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS ABVC BioPharma, Inc. (the “Company”), formerly known as American BriVision (Holding) Corporation, a Nevada corporation, through the Company’s operating entity, American BriVision Corporation (“BriVision”), which was incorporated in July 2015 in the State of Delaware, engages in biotechnology to fulfill unmet medical needs and focuses on the development of new drugs and medical devices derived from plants. BriVision develops its pipeline by carefully tracking new medical discoveries or medical device technologies in research institutions in the Asia-Pacific region. Pre-clinical, disease animal model and Phase I safety studies are examined closely by the Company to identify drugs that BriVision believes demonstrate efficacy and safety. Once a drug appears to be a good candidate for development and ultimately commercialization, BriVision licenses the drug or medical device from the original researchers and begins to introduce the drugs clinical plan to highly respected principal investigators in the United States, Australia and Taiwan to conduct a Phase II clinical trial. At present, clinical trials for the Company’s drugs and medical devices are being conducted at such world-famous institutions as Memorial Sloan Kettering Cancer Center (“MSKCC”) and MD Anderson Cancer Center. BriVision had no predecessor operations prior to its formation on July 21, 2015. Acquisition of AiBtl BioPharma Inc. On November 12, 2023, the Company and one of its subsidiaries, BioLite, Inc. (“BioLite Taiwan”) each entered into a multi-year, global licensing agreement with AiBtl BioPharma Inc. (“AIBL”, or the acquired company) for the Company and BioLite Taiwan’s CNS drugs with the indications of MDD (Major Depressive Disorder) and ADHD (Attention Deficit Hyperactivity Disorder) (collectively, the “Licensed Products”). The potential license will cover the Licensed Products’ clinical trial, registration, manufacturing, supply, and distribution rights. The parties are determined to collaborate on the global development of the Licensed Products. The parties are also working to strengthen new drug development and business collaboration, including technology, interoperability, and standards development. As per each of the respective agreements, each of ABVC and BioLite Taiwan received 23 million shares of AIBL stock and as a result, the Company has a controlling interest over AIBL. If certain milestones are met, the Company and BioLite Taiwan are each eligible to receive $3,500,000 and royalties equaling 5% of net sales, up to $100 million. The Company concluded the assets acquired and liabilities assumed did not meet the definition of a business as a limited number of inputs were acquired but no substantive business processes or signs of output were acquired. As such, the acquisition was accounted for as an asset purchase. The purchase consideration was nonmonetary assets (patent) and transfer on November12, 2023. The equity interest transferred to ABVC and BioLite Taiwan on December 15, 2023. |
Liquidity and Going Concern
Liquidity and Going Concern | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Liquidity and Going Concern [Abstract] | ||
LIQUIDITY AND GOING CONCERN | 2. LIQUIDITY AND GOING CONCERN The accompanying unaudited interim consolidated financial statements have been prepared in conformity with U.S. GAAP which contemplates continuation of the Company on a going concern basis. The going concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the unaudited interim consolidated financial statements. The Company’s ability to continue as a going concern depends upon its ability to market and sell its products to generate positive operating cash flows. For the three months ended March 31, 2024, the Company reported net loss of $3,981,019. As of March 31, 2024, the Company’s working capital deficit was $4,839,164. In addition, the Company had net cash outflows of $473,161 from operating activities for the three months ended March 31, 2024. These conditions give rise to substantial doubt as to whether the Company will be able to continue as a going concern. Management’s plan is to continue improve operations to generate positive cash flows and raise additional capital through private of public offerings. If the Company is not able to generate positive operating cash flows, and raise additional capital, there is the risk that the Company may not be able to meet its short-term obligations. Management is committed to enhancing operations to generate positive cash flows and plans to secure additional capital through private or public offerings. | 2. LIQUIDITY AND GOING CONCERN The accompanying financial statements have been prepared in conformity with U.S. GAAP which contemplates continuation of the Company on a going concern basis. The going concern basis assumes that assets are realized, and liabilities are settled in the ordinary course of business at amounts disclosed in the financial statements. The Company’s ability to continue as a going concern depends upon its ability to market and sell its products to generate positive operating cash flows. For the year ended December 31, 2023, the Company reported net loss of $10,910,288. As of December 31, 2023, the Company’s working capital deficit was $4,275,781. In addition, the Company had net cash outflows of $4,235,845 from operating activities for the year ended December 31, 2023. These conditions give rise to substantial doubt as to whether the Company will be able to continue as a going concern. To sustain its ability to support the Company’s operating activities, the Company may have to consider supplementing its available sources of funds through the following sources: ● cash generated from operations; ● other available sources of financing from Taiwan banks and other financial institutions; and ● financial support from the Company’s related party and shareholders. Management’s plan is to continue improve operations to generate positive cash flows and raise additional capital through private or public offerings, or financial support from related parties or shareholders. If the Company is not able to generate positive operating cash flows, and raise additional capital, there is the risk that the Company may not be able to meet its short-term obligations. All of these factors raise substantial doubt about the ability of the Company to continue as a going concern. The audited financial statements for the years ended December 31, 2023 and 2022 have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from the inability of the Company to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited interim consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company’s management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of March 31, 2024, and results of operations and cash flows for the three months ended March 31, 2024 and 2023. The unaudited interim consolidated balance sheet as of December 31, 2023 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022, and related notes included in the Company’s audited consolidated financial statements. The accompanying unaudited consolidated interim financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America (the “U.S. GAAP”). All significant intercompany transactions and account balances have been eliminated. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The Company’s unaudited financial statements are expressed in U.S. dollars. Reclassifications of Prior Year Presentation Certain prior year unaudited consolidated interim balance sheet and unaudited consolidated cash flow statement amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the amount of revenues and expenses during the reporting periods. Actual results could differ materially from those results. On July 25, 2023, the Company filed a Certificate of Amendment to its Articles of Incorporation authorizing a 1-for-10 reverse stock split of the issued and outstanding shares of its common stock. The Company’s stockholders previously approved the Reverse Stock Split at the Company’s Special Shareholder Meeting held on July 7, 2023. The Reverse Stock Split was effected to reduce the number of issued and outstanding shares and to increase the per share trading value of the Company’s common stock, although that outcome is not guaranteed. In turn, the Company believes that the Reverse Stock Split will enable the Company to restore compliance with certain continued listing standards of NASDAQ Capital Market. All shares and related financial information in this Form 10-Q reflect this 1-for-10 reverse stock split. Fair Value Measurements FASB ASC 820, “Fair Value Measurements” defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. It requires that an entity measure its financial instruments to base fair value on exit price, maximize the use of observable units and minimize the use of unobservable inputs to determine the exit price. It establishes a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy increases the consistency and comparability of fair value measurements and related disclosures by maximizing the use of observable inputs and minimizing the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy prioritizes the inputs into three broad levels based on the reliability of the inputs as follows: ● Level 1 Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available. ● Level 2 Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability. The carrying values of certain assets and liabilities of the Company, such as cash and cash equivalents, restricted cash, accounts receivable, due from related parties, prepaid expenses and other current assets, accounts payable, accrued liabilities, convertible notes payable, and due to related parties approximate fair value due to their relatively short maturities. The carrying value of the Company’s short-term bank loan, convertible notes payable, and accrued interest approximates their fair value as the terms of the borrowing are consistent with current market rates and the duration to maturity is short. The carrying value of the Company’s long-term bank loan approximates fair value because the interest rates approximate market rates that the Company could obtain for debt with similar terms and maturities. Cash and Cash Equivalents The Company considers highly liquid investments with maturities of three months or less, when purchased, to be cash equivalents. As of March 31, 2024 and December 31, 2023, the Company’s cash and cash equivalents amounted $30,489 and $60,155, respectively. Some of the Company’s cash deposits are held in financial institutions located in Taiwan where there is currently regulation mandated on obligatory insurance of bank accounts. The Company believes this financial institution is of high credit quality. Restricted Cash Restricted cash primarily consist of certificate of deposits as a collateral of short-term loan held in CTBC Bank. As of March 31, 2024 and December 31, 2023, the Company’s restricted cash amounted $628,513 and $656,625, respectively. Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments in high quality credit institutions, but these investments may be in excess of Taiwan Central Deposit Insurance Corporation and the U.S. Federal Deposit Insurance Corporation’s insurance limits. The Company does not enter into financial instruments for hedging, trading or speculative purposes. The Company performs ongoing credit evaluation of our customers and requires no collateral. An allowance for doubtful accounts is provided based on a review of the collectability of accounts receivable. The Company determines the amount of allowance for doubtful accounts by examining its historical collection experience and current trends in the credit quality of its customers as well as its internal credit policies. Actual credit losses may differ from our estimates. Concentration of clients As of March 31, 2024, the most major client, specializes in developing and commercializing of dietary supplements and therapeutics in dietary supplement industry, accounted for 87.24% of the Company’s total account receivable. As of December 31, 2023, the most major client, specializes in developing and commercializing of dietary supplements and therapeutics in dietary supplement industry, accounted for 87.24% of the Company’s total account receivable. For the three months ended March 31, 2024, one major client, manufactures a wide range of pharmaceutical products, accounted for 100% of the Company’s total revenues. For the three months ended March 31, 2023, one major client, manufacturing drugs, dietary supplements, and medical products, accounted for 84.78% of the Company’s total revenues. Accounts receivable and allowance for expected credit losses accounts Accounts receivable is recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. The Company make estimates of expected credit and collectability trends for the allowance for credit losses and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of customers, current economic conditions reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. The provision is recorded against accounts receivable balances, with a corresponding charge recorded in the consolidated statements of income. Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. Allowance for expected credit losses accounts was $616,448 and $616,505 as of March 31, 2024 and December 31, 2023, respectively. Revenue Recognition During the fiscal year 2018, the Company adopted Accounting Standards Codification (“ASC”), Topic 606 (ASC 606), Revenue from Contracts with Customers, using the modified retrospective method to all contracts that were not completed as of January 1, 2018, and applying the new revenue standard as an adjustment to the opening balance of accumulated deficit at the beginning of 2018 for the cumulative effect. The results for the Company’s reporting periods beginning on and after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. Based on the Company’s review of existing collaborative agreements as of January 1, 2018, the Company concluded that the adoption of the new guidance did not have a significant change on the Company’s revenue during all periods presented. Pursuant to ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines is within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration the Company is entitled to in exchange for the goods or services the Company transfers to the customers. At inception of the contract, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The following are examples of when the Company recognizes revenue based on the types of payments the Company receives. Collaborative Revenues — As part of the accounting for these arrangements, the Company applies judgment to determine whether the performance obligations are distinct, and develop assumptions in determining the stand-alone selling price for each distinct performance obligation identified in the collaboration agreements. To determine the stand-alone selling price, the Company relies on assumptions which may include forecasted revenues, development timelines, reimbursement rates for R&D personnel costs, discount rates and probabilities of technical and regulatory success. The Company had multiple deliverables under the collaborative agreements, including deliverables relating to grants of technology licenses, regulatory and clinical development, and marketing activities. Estimation of the performance periods of the Company’s deliverables requires the use of management’s judgment. Significant factors considered in management’s evaluation of the estimated performance periods include, but are not limited to, the Company’s experience in conducting clinical development, regulatory and manufacturing activities. The Company reviews the estimated duration of its performance periods under its collaborative agreements on an annually basis, and makes any appropriate adjustments on a prospective basis. Future changes in estimates of the performance period under its collaborative agreements could impact the timing of future revenue recognition. (i) Non-refundable upfront payments If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in an arrangement, the Company recognizes revenue from the related non-refundable upfront payments based on the relative standalone selling price prescribed to the license compared to the total selling price of the arrangement. The revenue is recognized when the license is transferred to the collaboration partners and the collaboration partners are able to use and benefit from the license. To date, the receipt of non-refundable upfront fees was solely for the compensation of past research efforts and contributions made by the Company before the collaborative agreements entered into and it does not relate to any future obligations and commitments made between the Company and the collaboration partners in the collaborative agreements. (ii) Milestone payments The Company is eligible to receive milestone payments under the collaborative agreement with collaboration partners based on achievement of specified development, regulatory and commercial events. Management evaluated the nature of the events triggering these contingent payments, and concluded that these events fall into two categories: (a) events which involve the performance of the Company’s obligations under the collaborative agreement with collaboration partners, and (b) events which do not involve the performance of the Company’s obligations under the collaborative agreement with collaboration partners. The former category of milestone payments consists of those triggered by development and regulatory activities in the territories specified in the collaborative agreements. Management concluded that each of these payments constitute substantive milestone payments. This conclusion was based primarily on the facts that (i) each triggering event represents a specific outcome that can be achieved only through successful performance by the Company of one or more of its deliverables, (ii) achievement of each triggering event was subject to inherent risk and uncertainty and would result in additional payments becoming due to the Company, (iii) each of the milestone payments is non-refundable, (iv) substantial effort is required to complete each milestone, (v) the amount of each milestone payment is reasonable in relation to the value created in achieving the milestone, (vi) a substantial amount of time is expected to pass between the upfront payment and the potential milestone payments, and (vii) the milestone payments relate solely to past performance. Based on the foregoing, the Company recognizes any revenue from these milestone payments in the period in which the underlying triggering event occurs. (iii) Multiple Element Arrangements The Company evaluates multiple element arrangements to determine (1) the deliverables included in the arrangement and (2) whether the individual deliverables represent separate units of accounting or whether they must be accounted for as a combined unit of accounting. This evaluation involves subjective determinations and requires management to make judgments about the individual deliverables and whether such deliverables are separate from other aspects of the contractual relationship. Deliverables are considered separate units of accounting provided that: (i) the delivered item(s) has value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially within its control. In assessing whether an item under a collaboration has standalone value, the Company considers factors such as the research, manufacturing, and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. The Company also considers whether its collaboration partners can use the other deliverable(s) for their intended purpose without the receipt of the remaining element(s), whether the value of the deliverable is dependent on the undelivered item(s), and whether there are other vendors that can provide the undelivered element(s). The Company recognizes arrangement consideration allocated to each unit of accounting when all of the revenue recognition criteria in ASC 606 are satisfied for that particular unit of accounting. In the event that a deliverable does not represent a separate unit of accounting, the Company recognizes revenue from the combined unit of accounting over the Company’s contractual or estimated performance period for the undelivered elements, which is typically the term of the Company’s research and development obligations. If there is no discernible pattern of performance or objectively measurable performance measures do not exist, then the Company recognizes revenue under the arrangement on a straight-line basis over the period the Company is expected to complete its performance obligations. Conversely, if the pattern of performance in which the service is provided to the customer can be determined and objectively measurable performance measures exist, then the Company recognizes revenue under the arrangement using the proportional performance method. Revenue recognized is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the straight-line method or proportional performance method, as applicable, as of the period ending date. At the inception of an arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether: (1) the consideration is commensurate with either the Company’s performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from its performance to achieve the milestone, (2) the consideration relates solely to past performance and (3) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone and the level of effort and investment required to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive. Milestones that are not considered substantive are recognized as earned if there are no remaining performance obligations or over the remaining period of performance, assuming all other revenue recognition criteria are met. (iv) Royalties and Profit Sharing Payments Under the collaborative agreement with the collaboration partners, the Company is entitled to receive royalties on sales of products, which is at certain percentage of the net sales. The Company recognizes revenue from these events based on the revenue recognition criteria set forth in ASC 606. Based on those criteria, the Company considers these payments to be contingent revenues, and recognizes them as revenue in the period in which the applicable contingency is resolved. Revenues Derived from Research and Development Activities Services — Revenues related to research and development and regulatory activities are recognized when the related services or activities are performed, in accordance with the contract terms. The Company typically has only one performance obligation at the inception of a contract, which is to perform research and development services. The Company may also provide its customers with an option to request that the Company provides additional goods or services in the future, such as active pharmaceutical ingredient, API, or IND/NDA/ANDA/510K submissions. The Company evaluates whether these options are material rights at the inception of the contract. If the Company determines an option is a material right, the Company will consider the option a separate performance obligation. If the Company is entitled to reimbursement from its customers for specified research and development expenses, the Company accounts for the related services that it provides as separate performance obligations if it determines that these services represent a material right. The Company also determines whether the reimbursement of research and development expenses should be accounted for as revenues or an offset to research and development expenses in accordance with provisions of gross or net revenue presentation. The Company recognizes the corresponding revenues or records the corresponding offset to research and development expenses as it satisfies the related performance obligations. The Company then determines the transaction price by reviewing the amount of consideration the Company is eligible to earn under the contracts, including any variable consideration. Under the outstanding contracts, consideration typically includes fixed consideration and variable consideration in the form of potential milestone payments. At the start of an agreement, the Company’s transaction price usually consists of the payments made to or by the Company based on the number of full-time equivalent researchers assigned to the project and the related research and development expenses incurred. The Company does not typically include any payments that the Company may receive in the future in its initial transaction price because the payments are not probable. The Company would reassess the total transaction price at each reporting period to determine if the Company should include additional payments in the transaction price. The Company receives payments from its customers based on billing schedules established in each contract. Upfront payments and fees may be recorded as contract liabilities upon receipt or when due, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the right of the Company to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customers and the transfer of the promised goods or services to the customers will be one year or less. Property and Equipment Property and equipment is carried at cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Expenditures that improve the functionality of the related asset or extend the useful life are capitalized. When property and equipment is retired or otherwise disposed of, the related gain or loss is included in operating income. Leasehold improvements are depreciated on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset. Depreciation is calculated on the straight-line method, including property and equipment under capital leases, generally based on the following useful lives: Estimated Buildings and leasehold improvements 5 ~ 50 Machinery and equipment 5 ~ 10 Office equipment 3 ~ 6 Construction-in-Progress The Company acquires constructions that constructs certain of its fixed assets. All direct and indirect costs that are related to the construction of fixed assets and incurred before the assets are ready for their intended use are capitalized as construction-in-progress. No depreciation is provided in respect of construction-in-progress. Construction in progress is transferred to specific fixed asset items and depreciation of these assets commences when they are ready for their intended use. Impairment of Long-Lived Assets The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. Long-term Equity Investment The Company acquires the equity investments to promote business and strategic objectives. The Company accounts for non-marketable equity and other equity investments for which the Company does not have control over the investees as: ● Equity method investments when the Company has the ability to exercise significant influence, but not control, over the investee. Its proportionate share of the income or loss is recognized monthly and is recorded in gains (losses) on equity investments. ● Non-marketable cost method investments when the equity method does not apply. Significant judgment is required to identify whether an impairment exists in the valuation of the Company’s non-marketable equity investments, and therefore the Company considers this a critical accounting estimate. Its yearly analysis considers both qualitative and quantitative factors that may have a significant impact on the investee’s fair value. Qualitative analysis of its investments involves understanding the financial performance and near-term prospects of the investee, changes in general market conditions in the investee’s industry or geographic area, and the management and governance structure of the investee. Quantitative assessments of the fair value of its investments are developed using the market and income approaches. The market approach includes the use of comparable financial metrics of private and public companies and recent financing rounds. The income approach includes the use of a discounted cash flow model, which requires significant estimates regarding the investees’ revenue, costs, and discount rates. The Company’s assessment of these factors in determining whether an impairment exists could change in the future due to new developments or changes in applied assumptions. Other-Than-Temporary Impairment The Company’s long-term equity investments are subject to a periodic impairment review. Impairments affect earnings as follows: ● Marketable equity securities include the consideration of general market conditions, the duration and extent to which the fair value is below cost, and our ability and intent to hold the investment for a sufficient period of time to allow for recovery of value in the foreseeable future. The Company also considers specific adverse conditions related to the financial health of, and the business outlook for, the investee, which may include industry and sector performance, changes in technology, operational and financing cash flow factors, and changes in the investee’s credit rating. The Company records other-than-temporary impairments on marketable equity securities and marketable equity method investments in gains (losses) on equity investments. ● Non-marketable equity investments based on the Company’s assessment of the severity and duration of the impairment, and qualitative and quantitative analysis of the operating performance of the investee; adverse changes in market conditions and the regulatory or economic environment; changes in operating structure or management of the investee; additional funding requirements; and the investee’s ability to remain in business. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred that is other than temporary and that shall be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method. A loss in value of an investment that is other than a temporary decline shall be recognized. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment. The Company records other-than-temporary impairments for non-marketable cost method investments and equity method investments in gains (losses) on equity investments. Other-than-temporary impairment of equity investments were $0 for the three months ended March 31, 2024 and 2023, respectively. Goodwill The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. In testing goodwill for impairment, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, the Company performs a two-step impairment test. The Company tests goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to comp | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America (the “U.S. GAAP”) and pursuant to the regulations of the Securities and Exchange Commission (the “SEC”). All significant intercompany transactions and account balances have been eliminated. Reclassifications of Prior Year Presentation Certain prior year unaudited consolidated balance sheet and unaudited consolidated cash flow statement amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Fiscal Year The Company changed its fiscal year from the period beginning on October 1st and ending on September 30th to the period beginning on January 1st and ending on December 31st, beginning January 1, 2018. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Actual results could differ materially from those results. Stock Reverse Split On July 25, 2023, the Company filed a Certificate of Amendment to its Articles of Incorporation authorizing a 1-for-10 reverse stock split of the issued and outstanding shares of its common stock. The Company’s stockholders previously approved the Reverse Stock Split at the Company’s Special Shareholder Meeting held on July 7, 2023. The Reverse Stock Split was effected to reduce the number of issued and outstanding shares and to increase the per share trading value of the Company’s common stock, although that outcome is not guaranteed. In turn, the Company believes that the Reverse Stock Split will enable the Company to restore compliance with certain continued listing standards of NASDAQ Capital Market. All shares and related financial information in this Form 10-K reflect this 1-for-10 reverse stock split. Fair Value Measurements FASB ASC 820, “Fair Value Measurements” defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. It requires that an entity measure its financial instruments to base fair value on exit price, maximize the use of observable units and minimize the use of unobservable inputs to determine the exit price. It establishes a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy increases the consistency and comparability of fair value measurements and related disclosures by maximizing the use of observable inputs and minimizing the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy prioritizes the inputs into three broad levels based on the reliability of the inputs as follows: ● Level 1– Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available. ● Level 2– Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3– Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability. The carrying values of certain assets and liabilities of the Company, such as cash and cash equivalents, restricted cash, accounts receivable, due from related parties, inventory, prepaid expenses and other current assets, accrued expenses and other current liabilities, and due to related parties approximate fair value due to their relatively short maturities. The carrying value of the Company’s short-term bank loans, convertible notes payable, and accrued interest approximates their fair value as the terms of the borrowing are consistent with current market rates and the duration to maturity is short. The carrying value of the Company’s long-term bank loan approximates fair value because the interest rates approximate market rates that the Company could obtain for debt with similar terms and maturities. Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments in high quality credit institutions, but these investments may be in excess of Taiwan Central Deposit Insurance Corporation and the U.S. Federal Deposit Insurance Corporation’s insurance limits. The Company does not enter into financial instruments for hedging, trading or speculative purposes. We perform ongoing credit evaluation of our customers and requires no collateral. An allowance for doubtful accounts is provided based on a review of the collectability of accounts receivable. We determine the amount of allowance for doubtful accounts by examining its historical collection experience and current trends in the credit quality of its customers as well as its internal credit policies. Actual credit losses may differ from our estimates. Concentration of Clients As of December 31, 2023, the most major client, specializes in developing and commercializing of dietary supplements and therapeutics in dietary supplement industry, accounted for 87.24% of the Company’s total account receivable. As of December 31, 2022, the most major clients, specializes in developing and commercializing of dietary supplements and therapeutics in dietary supplement industry, accounted for 71.89% of the Company’s total account receivable; the second major client with its Chairman being the Board of Director of BioKey, accounted for 16.62% of the Company’s total account receivable. For the year ended December 31, 2023, the most major client, distributing nutritional supplement in Asia Pacific, accounted for 80.04% of the Company’s total revenues. For the year ended December 31, 2022, one major client, who is a Shareholder of the Company that works in development and commercialization of new drugs in Taiwan, accounted for 93.22% of the Company’s total revenues. Cash and Cash Equivalents The Company considers highly liquid investments with maturities of three months or less to be cash equivalents when purchased. As of December 31, 2023 and 2022, the Company’s cash and cash equivalents amounted to $60,155 and $85,265, respectively. Some of the Company’s cash deposits are held in financial institutions located in Taiwan where there is currently regulation mandated on obligatory insurance of bank accounts. The Company believes this financial institution is of high credit quality. Restricted Cash Restricted cash primarily consist of cash held in a reserve bank account in Taiwan. As of December 31, 2023 and 2022, the Company’s restricted cash amounted $656,625 and $1,306,463, respectively. Inventory Inventory consists of raw materials, work-in-process, finished goods, and merchandise. Inventories are stated at the lower of cost or market and valued on a moving weighted average cost basis. Market is determined based on net realizable value. The Company periodically reviews the age and turnover of its inventory to determine whether any inventory has become obsolete or has declined in value, and incurs a charge to operations for known and anticipated inventory obsolescence. Accounts receivable and allowance for expected credit losses accounts Accounts receivable is recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. The Company make estimates of expected credit and collectability trends for the allowance for credit losses and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of customers, current economic conditions reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. The provision is recorded against accounts receivable balances, with a corresponding charge recorded in the consolidated statements of income. Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. Allowance for expected credit losses accounts was $616,505 and $194,957 as of December 31, 2023 and 2022, respectively. Revenue Recognition During the fiscal year 2018, the Company adopted Accounting Standards Codification (“ASC”), Topic 606 (ASC 606), Revenue from Contracts with Customers, using the modified retrospective method to all contracts that were not completed as of January 1, 2018, and applying the new revenue standard as an adjustment to the opening balance of accumulated deficit at the beginning of 2018 for the cumulative effect. The results for the Company’s reporting periods beginning on and after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. Based on the Company’s review of existing collaborative agreements as of January 1, 2018, the Company concluded that the adoption of the new guidance did not have a significant change on the Company’s revenue during all periods presented. Pursuant to ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines is within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration the Company is entitled to in exchange for the goods or services the Company transfers to the customers. At inception of the contract, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The following are examples of when the Company recognizes revenue based on the types of payments the Company receives. Collaborative Revenues — As part of the accounting for these arrangements, the Company applies judgment to determine whether the performance obligations are distinct, and develop assumptions in determining the stand-alone selling price for each distinct performance obligation identified in the collaboration agreements. To determine the stand-alone selling price, the Company relies on assumptions which may include forecasted revenues, development timelines, reimbursement rates for R&D personnel costs, discount rates and probabilities of technical and regulatory success. The Company had multiple deliverables under the collaborative agreements, including deliverables relating to grants of technology licenses, regulatory and clinical development, and marketing activities. Estimation of the performance periods of the Company’s deliverables requires the use of management’s judgment. Significant factors considered in management’s evaluation of the estimated performance periods include, but are not limited to, the Company’s experience in conducting clinical development, regulatory and manufacturing activities. The Company reviews the estimated duration of its performance periods under its collaborative agreements on an annually basis, and makes any appropriate adjustments on a prospective basis. Future changes in estimates of the performance period under its collaborative agreements could impact the timing of future revenue recognition. (i) Non-refundable upfront payments If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in an arrangement, the Company recognizes revenue from the related non-refundable upfront payments based on the relative standalone selling price prescribed to the license compared to the total selling price of the arrangement. The revenue is recognized when the license is transferred to the collaboration partners and the collaboration partners are able to use and benefit from the license. To date, the receipt of non-refundable upfront fees was solely for the compensation of past research efforts and contributions made by the Company before the collaborative agreements entered into and it does not relate to any future obligations and commitments made between the Company and the collaboration partners in the collaborative agreements. (ii) Milestone payments The Company is eligible to receive milestone payments under the collaborative agreement with collaboration partners based on achievement of specified development, regulatory and commercial events. Management evaluated the nature of the events triggering these contingent payments, and concluded that these events fall into two categories: (a) events which involve the performance of the Company’s obligations under the collaborative agreement with collaboration partners, and (b) events which do not involve the performance of the Company’s obligations under the collaborative agreement with collaboration partners. The former category of milestone payments consists of those triggered by development and regulatory activities in the territories specified in the collaborative agreements. Management concluded that each of these payments constitute substantive milestone payments. This conclusion was based primarily on the facts that (i) each triggering event represents a specific outcome that can be achieved only through successful performance by the Company of one or more of its deliverables, (ii) achievement of each triggering event was subject to inherent risk and uncertainty and would result in additional payments becoming due to the Company, (iii) each of the milestone payments is non-refundable, (iv) substantial effort is required to complete each milestone, (v) the amount of each milestone payment is reasonable in relation to the value created in achieving the milestone, (vi) a substantial amount of time is expected to pass between the upfront payment and the potential milestone payments, and (vii) the milestone payments relate solely to past performance. Based on the foregoing, the Company recognizes any revenue from these milestone payments in the period in which the underlying triggering event occurs. (iii) Multiple Element Arrangements The Company evaluates multiple element arrangements to determine (1) the deliverables included in the arrangement and (2) whether the individual deliverables represent separate units of accounting or whether they must be accounted for as a combined unit of accounting. This evaluation involves subjective determinations and requires management to make judgments about the individual deliverables and whether such deliverables are separate from other aspects of the contractual relationship. Deliverables are considered separate units of accounting provided that: (i) the delivered item(s) has value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially within its control. In assessing whether an item under a collaboration has standalone value, the Company considers factors such as the research, manufacturing, and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. The Company also considers whether its collaboration partners can use the other deliverable(s) for their intended purpose without the receipt of the remaining element(s), whether the value of the deliverable is dependent on the undelivered item(s), and whether there are other vendors that can provide the undelivered element(s). The Company recognizes arrangement consideration allocated to each unit of accounting when all of the revenue recognition criteria in ASC 606 are satisfied for that particular unit of accounting. In the event that a deliverable does not represent a separate unit of accounting, the Company recognizes revenue from the combined unit of accounting over the Company’s contractual or estimated performance period for the undelivered elements, which is typically the term of the Company’s research and development obligations. If there is no discernible pattern of performance or objectively measurable performance measures do not exist, then the Company recognizes revenue under the arrangement on a straight-line basis over the period the Company is expected to complete its performance obligations. Conversely, if the pattern of performance in which the service is provided to the customer can be determined and objectively measurable performance measures exist, then the Company recognizes revenue under the arrangement using the proportional performance method. Revenue recognized is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the straight-line method or proportional performance method, as applicable, as of the period ending date. At the inception of an arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether: (1) the consideration is commensurate with either the Company’s performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from its performance to achieve the milestone, (2) the consideration relates solely to past performance and (3) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone and the level of effort and investment required to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive. Milestones that are not considered substantive are recognized as earned if there are no remaining performance obligations or over the remaining period of performance, assuming all other revenue recognition criteria are met. (iv) Royalties and Profit Sharing Payments Under the collaborative agreement with the collaboration partners, the Company is entitled to receive royalties on sales of products, which is at certain percentage of the net sales. The Company recognizes revenue from these events based on the revenue recognition criteria set forth in ASC 606. Based on those criteria, the Company considers these payments to be contingent revenues, and recognizes them as revenue in the period in which the applicable contingency is resolved. Revenues Derived from Research and Development Activities Services — Revenues related to research and development and regulatory activities are recognized when the related services or activities are performed, in accordance with the contract terms. The Company typically has only one performance obligation at the inception of a contract, which is to perform research and development services. The Company may also provide its customers with an option to request that the Company provides additional goods or services in the future, such as active pharmaceutical ingredient, API, or IND/NDA/ANDA/510K submissions. The Company evaluates whether these options are material rights at the inception of the contract. If the Company determines an option is a material right, the Company will consider the option a separate performance obligation. If the Company is entitled to reimbursement from its customers for specified research and development expenses, the Company accounts for the related services that it provides as separate performance obligations if it determines that these services represent a material right. The Company also determines whether the reimbursement of research and development expenses should be accounted for as revenues or an offset to research and development expenses in accordance with provisions of gross or net revenue presentation. The Company recognizes the corresponding revenues or records the corresponding offset to research and development expenses as it satisfies the related performance obligations. The Company then determines the transaction price by reviewing the amount of consideration the Company is eligible to earn under the contracts, including any variable consideration. Under the outstanding contracts, consideration typically includes fixed consideration and variable consideration in the form of potential milestone payments. At the start of an agreement, the Company’s transaction price usually consists of the payments made to or by the Company based on the number of full-time equivalent researchers assigned to the project and the related research and development expenses incurred. The Company does not typically include any payments that the Company may receive in the future in its initial transaction price because the payments are not probable. The Company would reassess the total transaction price at each reporting period to determine if the Company should include additional payments in the transaction price. The Company receives payments from its customers based on billing schedules established in each contract. Upfront payments and fees may be recorded as advance from customers upon receipt or when due, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the right of the Company to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customers and the transfer of the promised goods or services to the customers will be one year or less. Property and Equipment, net Property and equipment, net is carried at cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Expenditures that improve the functionality of the related asset or extend the useful life are capitalized. When property and equipment is retired or otherwise disposed of, the related gain or loss is included in operating income. Leasehold improvements are depreciated on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset. Depreciation is calculated on the straight-line method, including property and equipment under capital leases, generally based on the following useful lives: Estimated Life Buildings and leasehold improvements 5 ~ 50 Machinery and equipment 5 ~ 10 Office equipment 3 ~ 6 Construction-in-Progress The Company acquires constructions that constructs certain of its fixed assets. All direct and indirect costs that are related to the construction of fixed assets and incurred before the assets are ready for their intended use are capitalized as construction-in-progress. No depreciation is provided in respect of construction-in-progress. Construction in progress is transferred to specific fixed asset items and depreciation of these assets commences when they are ready for their intended use. Impairment of Long-Lived Assets The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. Long-term Equity Investment The Company acquires the equity investments to promote business and strategic objectives. The Company accounts for non-marketable equity and other equity investments for which the Company does not have control over the investees as: ● Equity method investments when the Company has the ability to exercise significant influence, but not control, over the investee. Its proportionate share of the income or loss is recognized monthly and is recorded in gains (losses) on equity investments. ● Non-marketable cost method investments when the equity method does not apply. Significant judgment is required to identify whether an impairment exists in the valuation of the Company’s non-marketable equity investments, and therefore the Company considers this a critical accounting estimate. Its yearly analysis considers both qualitative and quantitative factors that may have a significant impact on the investee’s fair value. Qualitative analysis of its investments involves understanding the financial performance and near-term prospects of the investee, changes in general market conditions in the investee’s industry or geographic area, and the management and governance structure of the investee. Quantitative assessments of the fair value of its investments are developed using the market and income approaches. The market approach includes the use of comparable financial metrics of private and public companies and recent financing rounds. The income approach includes the use of a discounted cash flow model, which requires significant estimates regarding the investees’ revenue, costs, and discount rates. The Company’s assessment of these factors in determining whether an impairment exists could change in the future due to new developments or changes in applied assumptions. Other-Than-Temporary Impairment The Company’s long-term equity investments are subject to a periodic impairment review. Impairments affect earnings as follows: ● Marketable equity securities include the consideration of general market conditions, the duration and extent to which the fair value is below cost, and our ability and intent to hold the investment for a sufficient period of time to allow for recovery of value in the foreseeable future. The Company also considers specific adverse conditions related to the financial health of, and the business outlook for, the investee, which may include industry and sector performance, changes in technology, operational and financing cash flow factors, and changes in the investee’s credit rating. The Company records other-than-temporary impairments on marketable equity securities and marketable equity method investments in gains (losses) on equity investments. ● Non-marketable equity investments based on the Company’s assessment of the severity and duration of the impairment, and qualitative and quantitative analysis of the operating performance of the investee; adverse changes in market conditions and the regulatory or economic environment; changes in operating structure or management of the investee; additional funding requirements; and the investee’s ability to remain in business. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred that is other than temporary and that shall be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method. A loss in value of an investment that is other than a temporary decline shall be recognized. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment. The Company records other-than-temporary impairments for non-marketable cost method investments and equity method investments in gains (losses) on equity investments. Other-than-temporary impairments of equity investments were $0 and $0 for the year ended December 31, 2023 and 2022, respectively. Goodwill The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. In testing goodwill for impairment, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, the Company performs a two-step impairment test. The Company tests goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. The Company estimates the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share, and general economic conditions. The Company completed the required testing of goodwill for impairment as of December 31, 2023, and determined that goodwill was impaired because of the current financial condition of the Company and the Company’s inability to generate future operating income without substantial sales volume increases, which are highly uncertain. Furthermore, the Co |
Collaborative Agreements
Collaborative Agreements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Collaborative Agreements [Abstract] | ||
COLLABORATIVE AGREEMENTS | 4. COLLABORATIVE AGREEMENTS Collaborative agreements with BHK, a related part y (i) 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. On July 27, 2016, BioLite Taiwan and BHK agreed to amend the payment terms of the milestone payment in an aggregate amount of $10 million based on the following schedule: ● Upon the signing of the BHK Co-Development Agreement: $1 million, or 10% of total payment ● Upon the first Investigational New Drug (IND) submission and BioLite Taiwan will deliver all data to BHK according to FDA Reviewing requirement: $1 million, or 10% of total payment ● At the completion of first phase II clinical trial: $1 million, or 10% of total payment ● At the initiation of phase III of clinical trial research: $3 million, or 30% of total payment ● Upon the New Drug Application (NDA) submission: $4 million, or 40% of total payment In December 2015, BHK has paid a non-refundable upfront cash payment of $1 million, or 10% of $10,000,000, upon the signing of BHK Co-Development Agreement. The Company concluded that the deliverables are considered separate units of accounting as the delivered items have value to the customer on a standalone basis and recognized this cash receipt as collaboration revenue when all research, technical, and development data was delivered to BHK in 2015. The receipt is for the compensation of past research efforts and contributions made by BioLite Taiwan before this collaborative agreement was signed and it does not relate to any future commitments made by BioLite Taiwan and BHK in this collaborative agreement. In August 2016, the Company has received the second milestone payment of NT$31,649,000, approximately equivalent to $1 million, and recognized collaboration revenue for the year ended December 31, 2016. As of the date of this report, the Company has not completed the first phase II clinical trial. In addition to the milestone payments, BioLite Taiwan is entitled to receive royalty on 12% of BHK’s net sales related to BLI-1401-2 Products. As of March 31, 2024 and December 31, 2023, the Company has not earned the royalty under the BHK Co-Development Agreement. (ii) On December 9, 2015, BioLite Taiwan entered into another two collaborative agreements (the “BHK Collaborative Agreements”), pursuant to which it is collaborative with BHK to co-develop and commercialize BLI-1005 for “Targeting Major Depressive Disorder” (BLI-1005 Products) and BLI-1006 for “Targeting Inflammatory Bowel Disease” (BLI-1006 Products) in Asia 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. In 2015, the Company recognized the cash receipt in a total of NT$50 million, approximately equivalent to $1.64 million, as collaboration revenue when all research, technical, and development data was delivered to BHK. The Company concluded that the deliverables are considered separate units of accounting as the delivered items have value to the customer on a standalone basis and recognized this payment as collaboration revenue when all research, technical, data and development data was delivered to BHK. The cash receipt is for the compensation of past research efforts and contributions made by BioLite Taiwan before this BHK Collaborative Agreements was signed and it does not relate to any future commitments made by BioLite Taiwan and BHK in this BHK Collaborative Agreements. In addition to the total of NT$50 million, approximately equivalent to $1.64 million, BioLite Taiwan is entitled to receive 50% of the future net licensing income or net sales profit. As of March 31, 2024 and December 31, 2023, the Company has not earned the royalty under the BHK Collaborative Agreements. Co-Development agreement with Rgene Corporation, a related party On May 26, 2017, BriVision entered into a co-development agreement (the “Co-Dev Agreement”) with Rgene Corporation (the “Rgene”), a related party under common control by controlling beneficiary shareholder of YuanGene Corporation and the Company (See Note 8). Pursuant to Co-Dev Agreement, BriVision and Rgene agreed to co-develop and commercialize ABV-1507 HER2/neu Positive Breast Cancer Combination Therapy, ABV-1511 Pancreatic Cancer Combination Therapy and ABV-1527 Ovary Cancer Combination Therapy. Under the terms of the Co-Dev Agreement, Rgene is required to pay the Company $3,000,000 in cash or stock of Rgene with equivalent value by August 15, 2017. The payment is for the compensation of BriVision’s past research efforts and contributions made by BriVision before the Co-Dev Agreement was signed and it does not relate to any future commitments made by BriVision and Rgene in this Co-Dev Agreement. In addition to $3,000,000, the Company is entitled to receive 50% of the future net licensing income or net sales profit earned by Rgene, if any, and any development costs shall be equally shared by both BriVision and Rgene. On June 1, 2017, the Company has delivered all research, technical, data and development data to Rgene. Since both Rgene and the Company are related parties and under common control by a controlling beneficiary shareholder of YuanGene Corporation and the Company, the Company has recorded the full amount of $3,000,000 in connection with the Co-Dev Agreement as additional paid-in capital during the year ended December 31, 2017. During the year ended December 31, 2017, the Company has received $450,000 in cash. On December 24, 2018, the Company received the remaining balance of $2,550,000 in the form of newly issued shares of Rgene’s Common Stock, at the price of NT$50 (approximately equivalent to $1.64 per share), for an aggregate number of 1,530,000 shares, which accounted for equity method long-term investment as of December 31, 2018. During the year ended December 31, 2018, the Company has recognized investment loss of $549. On December 31, 2018, the Company determined to fully write off this investment based on the Company’s assessment of the severity and duration of the impairment, and qualitative and quantitative analysis of the operating performance of the investee, adverse changes in market conditions and the regulatory or economic environment, changes in operating structure of Rgene, additional funding requirements, and Rgene’s ability to remain in business. All projects that have been initiated will be managed and supported by the Company and Rgene. The Company and Rgene signed an amendment to the Co-Dev Agreement on November 10, 2020, pursuant to which both parties agreed to delete AB-1507 HER2/neu Positive Breast Cancer Combination Therapy and AB 1527 Ovary Cancer Combination Therapy and add ABV-1519 EGFR Positive Non-Small Cell Lung Cancer Combination Therapy and ABV-1526 Large Intestine / Colon / Rectal Cancer Combination Therapy to the products to be co-developed and commercialized. Other provisions of the Co-Dev Agreement remain in full force and effect. On June 10, 2022, the Company expanded its co-development partnership with Rgene. On that date, BioKey, ABVC has entered into a Clinical Development Service Agreement with Rgene to guide three Rgene drug products, RGC-1501 for the treatment of Non-Small Cell Lung Cancer (NSCLC), RGC-1502 for the treatment of pancreatic cancer and RGC 1503 for the treatment of colorectal cancer patients, through completion of Phase II clinical studies under the U.S. FDA IND regulatory requirements. Under the terms of the new Services Agreement, BioKey is eligible to receive payments totaling $3.0 million over a 3-year period with each payment amount to be determined by certain regulatory milestones obtained during the agreement period. The Service Agreement shall remain in effect until the expiration date of the last patent and automatically renew for 5 more years unless terminated earlier by either party with six months written notice. Either party may terminate the Service Agreement for cause by providing 30 days written notice. Through a series of transactions over the past 5 years, the Company and Rgene have co-developed the three drug products covered by the Service Agreement, which has resulted in the Company owning 31.62% of Rgene. As part of the Rgene Studies, the Company agreed to loan $1.0 million to Rgene, for which Rgene has provided the Company with a 5% working capital convertible loan (the “Note”). If the Note is fully converted, the Company will own an additional 6.4% of Rgene. The Company is expected to receive the outstanding loan from the related party by the 2023 Q4, either by cash or conversion of shares 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 Note if not cured after 5 business days of written notice regarding the breach is provided. Upon an event of default, the outstanding principal and any accrued and unpaid interest shall be immediately due and payable. The Service Agreement shall remain in effect until the expiration date of the last patent and automatically renew for 5 more years unless terminated earlier by either party with six months written notice. Either party may terminate the Service Agreement for cause by providing 30 days written notice. Rgene has further agreed, effective July 1, 2022, to provide the Company with a seat on Rgene’s Board of Directors until the loan is repaid in full. The Company has nominated Dr. Jiang, its Chief Strategy Officer and Director to occupy that seat; Dr. Jiang is also one of the Company’s largest shareholders, owning 12.8% of the Company. The Rgene Studies is a related party transaction. Collaborative agreement with BioFirst Corporation, a related party On July 24, 2017, BriVision entered into a collaborative agreement (the “BioFirst Collaborative Agreement”) with BioFirst Corporation (“BioFirst”), pursuant to which BioFirst granted the Company the global licensing right for medical use of the product (the “Product”): BFC-1401 Vitreous Substitute for Vitrectomy. BioFirst is a related party to the Company because a controlling beneficiary shareholder of YuanGene Corporation and the Company is one of the directors and Common Stock shareholders of BioFirst (See Note 8). Pursuant to the BioFirst Collaborative Agreement, the Company will co-develop and commercialize the Product with BioFirst and pay BioFirst in a total amount of $3,000,000 in cash or stock of the Company before September 30, 2018. The amount of $3,000,000 is in connection with the compensation for BioFirst’s past research efforts and contributions made by BioFirst before the BioFirst Collaborative Agreement was signed and it does not relate to any future commitments made by BioFirst and BriVision in this BioFirst Collaborative Agreement. In addition, the Company is entitled to receive 50% of the future net licensing income or net sales profit, if any, and any development cost shall be equally shared by both BriVision and BioFirst. On September 25, 2017, BioFirst has delivered all research, technical, data and development data to BriVision. The Company determined to fully expense the entire amount of $3,000,000 since currently the related licensing rights do not have alternative future uses. According to ASC 730-10-25-1, absent alternative future uses the acquisition of product rights to be used in research and development activities must be charged to research and development expenses immediately. Hence, the entire amount of $3,000,000 is fully expensed as research and development expense during the year ended December 31, 2017. On June 30, 2019, BriVision entered into a Stock Purchase Agreement (the “Purchase Agreement”) with BioFirst Corporation. Pursuant to the Purchase Agreement, the Company issued 428,571 shares of the Company’s common stock to BioFirst in consideration for $3,000,000 owed by the Company to BioFirst (the “Total Payment”) in connection with a certain collaborative agreement between the Company and BioFirst dated July 24, 2017 (the “Collaborative Agreement”). Pursuant to the Collaborative Agreement, BioFirst granted the Company the global licensing right to co-develop BFC-1401 or ABV-1701 Vitreous Substitute for Vitrectomy for medical purposes in consideration for the Total Payment. On August 5, 2019, BriVision entered into a second Stock Purchase Agreement (“Purchase Agreement 2”) with BioFirst Corporation. Pursuant to Purchase Agreement 2, the Company issued 414,702 shares of the Company’s common stock to BioFirst in consideration for $2,902,911 owed by the Company to BioFirst in connection with a loan provided to BriVision from BioFirst. On November 4, 2020, the Company executed an amendment to the BioFirst Agreement with BioFirst to add ABV-2001 Intraocular Irrigation Solution and ABV-2002 Corneal Storage Solution to the agreement. ABV-2002 is utilized during a corneal transplant procedure to replace a damaged or diseased cornea while ABV-2001 has broader utilization during a variety of ocular procedures. Initially the Company will focus on ABV-2002, a solution utilized to store a donor cornea prior to either penetrating keratoplasty (full thickness cornea transplant) or endothelial keratoplasty (back layer cornea transplant). ABV-2002 is a solution comprised of a specific poly amino acid that protects ocular tissue from damage caused by external osmolarity exposure during pre-surgery storage. The specific polymer in ABV-2002 can adjust osmolarity to maintain a range of 330 to 390 mOsM thereby permitting hydration within the corneal stroma during the storage period. Stromal hydration results in (a) maintaining acceptable corneal transparency and (b) prevents donor cornea swelling. ABV-2002 also contains an abundant phenolic phytochemical found in plant cell walls that provides antioxidant antibacterial properties and neuroprotection. Early testing by BioFirst indicates that ABV-2002 may be more effective for protecting the cornea and retina during long-term storage than other storage media available today and can be manufactured at lower cost. Further clinical development was put on hold due to the lack of funding. In addition, BioFirst was incorporated on November 7, 2006, focusing on the R&D, manufacturing, and sales of innovative patented pharmaceutical products. The technology of BioFirst comes from the global exclusive licensing agreements BioFirst maintains with domestic R & D institutions. Currently, BioFirst’s main research and development product is the vitreous substitute (Vitargus ® Vitargus has started the construction of a GMP factory in Hsinchu Biomedical Science Park, Taiwan, with the aim at building a production base to supply the global market, and promote the construction of bio-degradable vitreous substitute manufacturing centers in Taiwan. Completion of this factory would allow ABVC to manufacture Vitargus with world-class technology in a GMP certified pharmaceutical factory. BioFirst is targeting to complete the construction in 2024. The above-mentioned equity is before the reverse stock split in 2023. | 4. COLLABORATIVE AGREEMENTS Collaborative agreements with BHK, a related party (i) 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. On July 27, 2016, BioLite Taiwan and BHK agreed to amend the payment terms of the milestone payment in an aggregate amount of $10 million based on the following schedule: ● Upon the signing of the BHK Co-Development Agreement: $1 million, or 10% of total payment ● Upon the first Investigational New Drug (IND) submission and BioLite Taiwan will deliver all data to BHK according to FDA Reviewing requirement: $1 million, or 10% of total payment ● At the completion of first phase II clinical trial: $1 million, or 10% of total payment ● At the initiation of phase III of clinical trial research: $3 million, or 30% of total payment ● Upon the New Drug Application (NDA) submission: $4 million, or 40% of total payment In December 2015, BHK has paid a non-refundable upfront cash payment of $1 million, or 10% of $10,000,000, upon the signing of BHK Co-Development Agreement. The Company concluded that the deliverables are considered separate units of accounting as the delivered items have value to the customer on a standalone basis and recognized this cash receipt as collaboration revenue when all research, technical, and development data was delivered to BHK in 2015. The receipt is for the compensation of past research efforts and contributions made by BioLite Taiwan before this collaborative agreement was signed and it does not relate to any future commitments made by BioLite Taiwan and BHK in this collaborative agreement. In August 2016, the Company has received the second milestone payment of NT$31,649,000, approximately equivalent to $1 million, and recognized collaboration revenue for the year ended December 31, 2016. As of the date of this report, the Company has not completed the first phase II clinical trial. In addition to the milestone payments, BioLite Taiwan is entitled to receive royalty on 12% of BHK’s net sales related to BLI-1401-2 Products. As of December 31, 2023 and 2022, the Company has not earned the royalty under the BHK Co-Development Agreement. (ii) On December 9, 2015, BioLite Taiwan entered into another two collaborative agreements (the “BHK Collaborative Agreements”), pursuant to which it is collaborative with BHK to co-develop and commercialize BLI-1005 for “Targeting Major Depressive Disorder” (BLI-1005 Products) and BLI-1006 for “Targeting Inflammatory Bowel Disease” (BLI-1006 Products) in Asia 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. In 2015, the Company recognized the cash receipt in a total of NT$50 million, approximately equivalent to $1.6 million, as collaboration revenue when all research, technical, and development data was delivered to BHK. The Company concluded that the deliverables are considered separate units of accounting as the delivered items have value to the customer on a standalone basis and recognized this payment as collaboration revenue when all research, technical, data and development data was delivered to BHK. The cash receipt is for the compensation of past research efforts and contributions made by BioLite Taiwan before this BHK Collaborative Agreements was signed and it does not relate to any future commitments made by BioLite Taiwan and BHK in this BHK Collaborative Agreements. In addition to the total of NT$50 million, approximately equivalent to $1.60 million, BioLite Taiwan is entitled to receive 50% of the future net licensing income or net sales profit. As of December 31, 2023 and 2022, the Company has not earned the royalty under the BHK Collaborative Agreements. Collaborative agreement with BioLite, Inc., a related party The Company entered into a collaborative agreement with BioLite, Inc. on December 29, 2015, and then entered into two addendums to such agreement, as amended and revised, (the “BioLite Agreement”). The majority shareholder of BioLite is one of the Company’s subsidiaries, Mr. Jiang, the Company’s Chairman is a director of BioLite and Dr. Jiang, the Company’s Chief Strategy Officer and a director, is the Chairman of BioLite. Pursuant to the BioLite Agreement, the Company acquired the sole licensing rights to develop and commercialize for therapeutic purposes six compounds from BioLite. In accordance with the terms of the Agreement, the Company shall pay BioLite (i) milestone payments of up to $100 million in cash and equity of the Company or equity securities owned by it at various stages on a schedule dictated by BioLite’s achievements of certain milestones, as set forth in the Agreement (the “Milestone Payments”) and (ii) a royalty payment equal to 5% of net sales of the drug products when ABV-1501 is approved for sale in the licensed territories. If BioLite fails to reach any of the milestones in a timely manner, it may not receive the rest of the payments from the Company. According to the BioLite Agreement, after Phase II clinical trials are completed, 15% of the Milestone Payment becomes due and shall be paid in two stages: (i) 5% no later than December 31, 2021 (the “December 2021 Payment”) and (ii) 10% no later than December 31, 2022. On February 12, 2022, the Company’s Board of Directors determined that the December 2021 Payment, which is equal to $5,000,000, shall be paid via the cancellation of certain outstanding debt, in the amount of $5,000,000, that BioLite owes the Company as of December 31, 20212023. On February 22, 2022, the parties entered into an amendment to the BioLite Agreement allowing the Company to make all payments due under the Agreement via the forgiveness of debt, in equal value, owed by BioLite to the Company. This was a related party transaction. Co-Development agreement with Rgene Corporation, a related party On May 26, 2017, BriVision entered into a co-development agreement (the “Co-Dev Agreement”) with Rgene Corporation (the “Rgene”), a related party under common control by controlling beneficiary shareholder of YuanGene Corporation and the Company (See Note 12). Pursuant to Co-Dev Agreement, BriVision and Rgene agreed to co-develop and commercialize ABV-1507 HER2/neu Positive Breast Cancer Combination Therapy, ABV-1511 Pancreatic Cancer Combination Therapy and ABV-1527 Ovary Cancer Combination Therapy. Under the terms of the Co-Dev Agreement, Rgene is required to pay the Company $3,000,000 in cash or stock of Rgene with equivalent value by August 15, 2017. The payment is for the compensation of BriVision’s past research efforts and contributions made by BriVision before the Co-Dev Agreement was signed and it does not relate to any future commitments made by BriVision and Rgene in this Co-Dev Agreement. In addition to $3,000,000, the Company is entitled to receive 50% of the future net licensing income or net sales profit earned by Rgene, if any, and any development costs shall be equally shared by both BriVision and Rgene. On June 1, 2017, the Company has delivered all research, technical, data and development data to Rgene. Since both Rgene and the Company are related parties and under common control by a controlling beneficiary shareholder of YuanGene Corporation and the Company, the Company has recorded the full amount of $3,000,000 in connection with the Co-Dev Agreement as additional paid-in capital during the year ended December 31, 2017. During the year ended December 31, 2017, the Company has received $450,000 in cash. On December 24, 2018, the Company received the remaining balance of $2,550,000 in the form of newly issued shares of Rgene’s Common Stock, at the price of NT$50 (approximately equivalent to $1.60 per share), for an aggregate number of 1,530,000 shares, which accounted for equity method long-term investment as of December 31, 2018. During the year ended December 31, 2018, the Company has recognized investment loss of $549. On December 31, 2018, the Company determined to fully write off this investment based on the Company’s assessment of the severity and duration of the impairment, and qualitative and quantitative analysis of the operating performance of the investee, adverse changes in market conditions and the regulatory or economic environment, changes in operating structure of Rgene, additional funding requirements, and Rgene’s ability to remain in business. All projects that have been initiated will be managed and supported by the Company and Rgene. The Company and Rgene signed an amendment to the Co-Dev Agreement on November 10, 2020, pursuant to which both parties agreed to delete AB-1507 HER2/neu Positive Breast Cancer Combination Therapy and AB 1527 Ovary Cancer Combination Therapy and add ABV-1519 EGFR Positive Non-Small Cell Lung Cancer Combination Therapy and ABV-1526 Large Intestine / Colon / Rectal Cancer Combination Therapy to the products to be co-developed and commercialized. Other provisions of the Co-Dev Agreement remain in full force and effect. On June 10, 2022, the Company expanded its co-development partnership with Rgene. On that date, BioKey, ABVC has entered into a Clinical Development Service Agreement with Rgene to guide three Rgene drug products, RGC-1501 for the treatment of Non-Small Cell Lung Cancer (NSCLC), RGC-1502 for the treatment of pancreatic cancer and RGC 1503 for the treatment of colorectal cancer patients, through completion of Phase II clinical studies under the U.S. FDA IND regulatory requirements. Under the terms of the new Services Agreement, BioKey is eligible to receive payments totaling $3.0 million over a 3-year period with each payment amount to be determined by certain regulatory milestones obtained during the agreement period. The Service Agreement shall remain in effect until the expiration date of the last patent and automatically renew for 5 more years unless terminated earlier by either party with six months written notice. Either party may terminate the Service Agreement for cause by providing 30 days written notice. Through a series of transactions over the past 5 years, the Company and Rgene have co-developed the three drug products covered by the Service Agreement, which has resulted in the Company owning 31.62% of Rgene. As part of the Rgene Studies, the Company agreed to loan $1.0 million to Rgene, for which Rgene has provided the Company with a 5% working capital convertible loan (the “Note”). If the Note is fully converted, the Company will own an additional 6.4% of Rgene. The Company is expected to receive the outstanding loan from the related party by the first half of 2024, either by cash or conversion of shares 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 Note if not cured after 5 business days of written notice regarding the breach is provided. Upon an event of default, the outstanding principal and any accrued and unpaid interest shall be immediately due and payable. The Service Agreement shall remain in effect until the expiration date of the last patent and automatically renew for 5 more years unless terminated earlier by either party with six months written notice. Either party may terminate the Service Agreement for cause by providing 30 days written notice. Rgene has further agreed, effective July 1, 2022, to provide the Company with a seat on Rgene’s Board of Directors until the loan is repaid in full. The Company has nominated Dr. Jiang, its Chief Strategy Officer and Director to occupy that seat; Dr. Jiang is also one of the Company’s largest shareholders, owning 12.8% of the Company. The Rgene Studies is a related party transaction. Collaborative agreement with BioFirst Corporation, a related party On July 24, 2017, BriVision entered into a collaborative agreement (the “BioFirst Collaborative Agreement”) with BioFirst Corporation (“BioFirst”), pursuant to which BioFirst granted the Company the global licensing right for medical use of the product (the “Product”): BFC-1401 Vitreous Substitute for Vitrectomy. BioFirst is a related party to the Company because a controlling beneficiary shareholder of YuanGene Corporation and the Company is one of the directors and Common Stock shareholders of BioFirst (See Note 8). Pursuant to the BioFirst Collaborative Agreement, the Company will co-develop and commercialize the Product with BioFirst and pay BioFirst in a total amount of $3,000,000 in cash or stock of the Company before September 30, 2018. The amount of $3,000,000 is in connection with the compensation for BioFirst’s past research efforts and contributions made by BioFirst before the BioFirst Collaborative Agreement was signed and it does not relate to any future commitments made by BioFirst and BriVision in this BioFirst Collaborative Agreement. In addition, the Company is entitled to receive 50% of the future net licensing income or net sales profit, if any, and any development cost shall be equally shared by both BriVision and BioFirst. On September 25, 2017, BioFirst has delivered all research, technical, data and development data to BriVision. The Company determined to fully expense the entire amount of $3,000,000 since currently the related licensing rights do not have alternative future uses. According to ASC 730-10-25-1, absent alternative future uses the acquisition of product rights to be used in research and development activities must be charged to research and development expenses immediately. Hence, the entire amount of $3,000,000 is fully expensed as research and development expense during the year ended December 31, 2017. On June 30, 2019, BriVision entered into a Stock Purchase Agreement (the “Purchase Agreement”) with BioFirst. Pursuant to the Purchase Agreement, the Company issued 428,571 shares of the Company’s common stock to BioFirst in consideration for $3,000,000 owed by the Company to BioFirst (the “Total Payment”) in connection with a certain collaborative agreement between the Company and BioFirst dated July 24, 2017 (the “Collaborative Agreement”). Pursuant to the Collaborative Agreement, BioFirst granted the Company the global licensing right to co-develop BFC-1401 or ABV-1701 Vitreous Substitute for Vitrectomy for medical purposes in consideration for the Total Payment. On August 5, 2019, BriVision entered into a second Stock Purchase Agreement (“Purchase Agreement 2”) with BioFirst. Pursuant to Purchase Agreement 2, the Company issued 414,702 shares of the Company’s common stock to BioFirst in consideration for $2,902,911 owed by the Company to BioFirst in connection with a loan provided to BriVision from BioFirst. On November 4, 2020, the Company executed an amendment to the BioFirst Agreement with BioFirst to add ABV-2001 Intraocular Irrigation Solution and ABV-2002 Corneal Storage Solution to the agreement. ABV-2002 is utilized during a corneal transplant procedure to replace a damaged or diseased cornea while ABV-2001 has broader utilization during a variety of ocular procedures. Initially the Company will focus on ABV-2002, a solution utilized to store a donor cornea prior to either penetrating keratoplasty (full thickness cornea transplant) or endothelial keratoplasty (back layer cornea transplant). ABV-2002 is a solution comprised of a specific poly amino acid that protects ocular tissue from damage caused by external osmolarity exposure during pre-surgery storage. The specific polymer in ABV-2002 can adjust osmolarity to maintain a range of 330 to 390 mOsM thereby permitting hydration within the corneal stroma during the storage period. Stromal hydration results in (a) maintaining acceptable corneal transparency and (b) prevents donor cornea swelling. ABV-2002 also contains an abundant phenolic phytochemical found in plant cell walls that provides antioxidant antibacterial properties and neuroprotection. Early testing by BioFirst indicates that ABV-2002 may be more effective for protecting the cornea and retina during long-term storage than other storage media available today and can be manufactured at lower cost. Further ABV-2002 product development was put on hold due the lack of funding. In addition, BioFirst was incorporated on November 7, 2006, focusing on the R&D, manufacturing, and sales of innovative patented pharmaceutical products. The technology of BioFirst comes from the global exclusive licensing from domestic R & D institutions. Currently, the main research and development product is the vitreous substitute (Vitargus®) Licensed by the National Health Research Institutes. Vitargus is the world’s first bio-degradable vitreous substitute and offers a number of advantages over current vitreous substitutes by minimizing medical complications and reducing the need for additional surgeries. Vitargus has started the construction of a GMP factory in Hsinchu Biomedical Science Park, Taiwan, with the aim at building a production base to supply the global market, and promote the construction of bio-degradable vitreous substitute manufacturing centers in Taiwan. Completion of this factory would allow ABVC to manufacture Vitargus with world-class technology in a GMP certified pharmaceutical factory. BioFirst is targeting to complete the construction in 2024. The above-mentioned equity is before the reverse stock split in 2023. |
Property and Equipment
Property and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT Property and equipment as of March 31, 2024 and December 31, 2023 are summarized as follows: March 31, December 31, (Unaudited) Land $ 347,856 $ 363,416 Construction-in-Progress 7,400,000 7,400,000 Buildings and leasehold improvements 2,222,222 2,227,431 Machinery and equipment 1,133,899 1,138,675 Office equipment 167,575 174,797 11,271,552 11,304,319 Less: accumulated depreciation (3,322,402 ) (3,335,041 ) Property and equipment, net $ 7,949,150 $ 7,969,278 Construction-in-progress consists of the property recently acquired in Chengdu, China. The Company entered into a cooperation agreement on August 14, 2023, with Zhong Hui Lian He Ji Tuan, Ltd. (the “Zhonghui”). Pursuant thereto, the Company acquired 20% of the ownership of certain property and a parcel of the land, with a view to jointly develop the property into a healthcare center for senior living, long-term care, and medical care in the areas of ABVC’s special interests, such as Ophthalmology, Oncology, and Central Nervous Systems. The plan is to establish a base for the China market and global development of these interests. The valuation of such property is US$37,000,000; based on the Company’s 20% ownership, the Company acquired the value of US$7,400,000. In exchange, the Company issued to Zhonghui an aggregate of 370,000 shares (the “Shares”) of common stock, at a per share price of $20.0. The Shares are subject to a lock-up period of one year following the closing date of the transaction. In addition, the parties agreed that, after one year following the closing of the transaction, if the market value of the Shares or the value of the Property increases or decreases, the parties will negotiate in good faith to make reasonable adjustments. The asset ownership certification is in the application process. However, the Company’s ownership rights to the property and the associated land parcel, or a suitable replacement property, are safeguarded under the terms of the cooperation agreement, which is legally binding and enforceable. The Construction-in-progress is planned to finish before the end of 2024. Depreciation expenses were $1,286 and $6,493 for three months ended March 31, 2024 and 2023, respectively. | 5. PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2023 and 2022 are summarized as follows: December 31, December 31, Land $ 363,416 $ 361,193 Construction-in-Progress 7,400,000 - Buildings and leasehold improvements 2,227,431 2,226,687 Machinery and equipment 1,138,675 1,116,789 Office equipment 174,797 173,766 11,304,319 3,878,435 Less: accumulated depreciation (3,335,041 ) (3,304,457 ) Property and equipment, net $ 7,969,278 $ 573,978 Construction-in-progress consists of the property recently acquired in Chengdu, China. The Company entered into a cooperation agreement on August 14, 2023, with Zhong Hui Lian He Ji Tuan, Ltd. (the “Zhonghui”). Pursuant thereto, the Company acquired 20% of the ownership of certain property and a parcel of the land, with a view to jointly develop the property into a healthcare center for senior living, long-term care, and medical care in the areas of ABVC’s special interests, such as Ophthalmology, Oncology, and Central Nervous Systems. The plan is to establish a base for the China market and global development of these interests. The valuation of such property is US$37,000,000; based on the Company’s 20% ownership, the Company acquired the value of US$7,400,000. In exchange, the Company issued to Zhonghui an aggregate of 370,000 shares (the “Shares”) of common stock, at a per share price of $20.0. The Shares are subject to a lock-up period of one year following the closing date of the transaction. In addition, the parties agreed that, after one year following the closing of the transaction, if the market value of the Shares or the value of the Property increases or decreases, the parties will negotiate in good faith to make reasonable adjustments. The asset ownership certification is in the application process. However, the Company’s ownership rights to the property and the associated land parcel, or a suitable replacement property, are safeguarded under the terms of the cooperation agreement, which is legally binding and enforceable. The Construction-in-progress is planned to finish before the end of 2024. Depreciation expenses were $28,531 and $23,799 for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, Land with book value amounted to approximately $363,416 and $361,193, respectively, were pledged for obtaining bank loan (see Notes 9 Bank loans). |
Long-Term Investments
Long-Term Investments | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Long-Term Investments [Abstract] | ||
LONG-TERM INVESTMENTS | 6. LONG-TERM INVESTMENTS (1) The ownership percentages of each investee are listed as follows: Ownership percentage March 31, December 31, Accounting Name of related party 2024 2023 treatments Braingenesis Biotechnology Co., Ltd. 0.17 % 0.17 % Cost Method Genepharm Biotech Corporation 0.67 % 0.67 % Cost Method BioHopeKing Corporation 5.90 % 5.90 % Cost Method BioFirst Corporation 18.68 % 18.68 % Equity Method Rgene Corporation 26.65 % 26.65 % Equity Method (2) The extent the investee relies on the company for its business are summarized as follows: Name of related party The extent the investee relies on the Company for its business Braingenesis Biotechnology Co., Ltd. No specific business relationship Genepharm Biotech Corporation No specific business relationship BioHopeKing Corporation Collaborating with the Company to develop and commercialize drugs BioFirst Corporation Loaned from investee and provides research and development support service Rgene Corporation Collaborating with the Company to develop and commercialize drugs (3) Long-term investment mainly consists of the following: March 31, December 31, (Unaudited) Non-marketable Cost Method Investments, net Braingenesis Biotechnology Co., Ltd. $ 6,904 $ 7,213 Genepharm Biotech Corporation 21,078 22,021 BioHopeKing Corporation 782,995 818,018 Sub total 810,977 847,252 Equity Method Investments, net BioFirst Corporation 1,663,537 1,680,488 Rgene Corporation - - Total $ 2,474,514 $ 2,527,740 (a) BioFirst Corporation (the “BioFirst”): The Company holds an equity interest in BioFirst Corporation, accounting for its equity interest using the equity method to accounts for its equity investment as prescribed in ASC 323, Investments—Equity Method and Joint Ventures (“ASC 323”). Equity method adjustments include the Company’s proportionate share of investee’s income or loss and other adjustments required by the equity method. As of March 31, 2024 and December 31, 2023, the Company owns 18.68% and 18.68% common stock shares of BioFirst, respectively. The Company made a prepayment for equity investment in BioFirst to purchase additional shares to be issued by BioFirst in the aggregate amount of $2,688,578, recorded as prepayment for long-term investments as of December 31, 2022. On July 19, 2023, the Company successfully completed the registration process for this investment. The initial prepayment was $1,895,556, which is a portion of the prepayment as of December 31, 2022, and was converted into 994,450 shares of BioFirst stock. As of March 31, 2024, the amount of prepayment for long-term investments in BioFirst is $1,124,842. Summarized financial information for the Company’s equity method investee, BioFirst, is as follows: Balance Sheets March 31, December 31, (Unaudited) Current Assets $ 1,439,444 $ 1,451,877 Non-current Assets 651,560 686,206 Current Liabilities 2,663,111 2,286,058 Non-current Liabilities 101,908 347,193 Stockholders’ Equity (Deficit) (674,015 ) (495,168 ) Statement of Operations Three months Ended 2024 2023 (Unaudited) Net sales $ 363 $ - Gross profit 220 - Net loss (203,077 ) (406,233 ) Share of losses from investments accounted for using the equity method - - (b) Rgene Corporation (the “Rgene”) Both Rgene and the Company are under common control by Dr. Tsung-Shann Jiang, the CEO and Chairman of the BioLite Inc. Since Dr. Tsung-Shann Jiang is able to exercise significant influence, but not control, over the Rgene, the Company determined to use the equity method to account for its equity investment as prescribed in ASC 323, Investments—Equity Method and Joint Ventures (“ASC 323”). Equity method adjustments include the Company’s proportionate share of investee’s income or loss and other adjustments required by the equity method. As of March 31, 2024 and December 31, 2023, the Company owns 26.65% and 26.65% Common Stock shares of Rgene, respectively. Summarized financial information for the Company’s equity method investee, Rgene, is as follows: Balance Sheets March 31, December 31, (Unaudited) Current Assets $ 49,496 $ 50,538 Non-current Assets 238,193 250,716 Current Liabilities 2,535,581 2,591,960 Non-current Liabilities 1,194 811 Shareholders’ Deficit (2,249,086 ) (2,291,517 ) Statement of Operations Three months Ended 2024 2023 (Unaudited) Net sales $ - $ - Gross Profit - - Net loss (56,567 ) (81,842 ) Share of loss from investments accounted for using the equity method - - (4) Disposition of long-term investment During the three months ended March 31, 2024 and 2023, there is no disposition of long-term investment. (5) Losses on Equity Investments The components of losses on equity investments for each period were as follows: Three months Ended 2024 2023 (Unaudited) Share of equity method investee losses $ - $ - | 6. LONG-TERM INVESTMENTS (1) The ownership percentages of each investee are listed as follows: Ownership percentage December 31, December 31, Accounting Name of related party 2023 2022 treatments Braingenesis Biotechnology Co., Ltd. 0.17 % 0.17 % Cost Method Genepharm Biotech Corporation 0.67 % 0.67 % Cost Method BioHopeKing Corporation 5.90 % 5.90 % Cost Method BioFirst Corporation 18.68 % 15.51 % Equity Method Rgene Corporation 26.65 % 26.65 % Equity Method (2) The extent the investee relies on the company for its business are summarized as follows: Name of related party The extent the investee relies on the Company for its business Braingenesis Biotechnology Co., Ltd. No specific business relationship Genepharm Biotech Corporation No specific business relationship BioHopeKing Corporation Collaborating with the Company to develop and commercialize drugs BioFirst Corporation Loaned from the investee and provides research and development support service Rgene Corporation Collaborating with the Company to develop and commercialize drugs (3) Long-term investment mainly consists of the following: December 31, December 31, Non-marketable Cost Method Investments, net Braingenesis Biotechnology Co., Ltd. $ 7,213 $ 7,169 Genepharm Biotech Corporation 22,021 21,887 BioHopeKing Corporation 818,018 813,014 Subtotal 847,252 842,070 Equity Method Investments, net BioFirst Corporation (a) 1,680,488 - Rgene Corporation (b) - - Total $ 2,527,740 $ 842,070 (a) BioFirst Corporation (the “BioFirst”): The Company holds an equity interest in BioFirst Corporation, accounting for its equity interest using the equity method to accounts for its equity investment as prescribed in ASC 323, Investments—Equity Method and Joint Ventures (“ASC 323”). Equity method adjustments include the Company’s proportionate share of investee’s income or loss and other adjustments required by the equity method. As of December 31, 2023 and 2022, the Company owns 18.68% and 15.51% common stock shares of BioFirst, respectively. The Company made a prepayment for equity investment in BioFirst to purchase additional shares to be issued by BioFirst in the aggregate amount of $2,688,578, recorded as prepayment for long-term investments as of December 31, 2022. On July 19, 2023, the Company successfully completed the registration process for this investment. The initial prepayment was $1,895,556, which is a portion of the prepayment as of December 31, 2022, and was converted into 994,450 shares of BioFirst stock. As of December 31, 2023, the amount of prepayment for long-term investments in Biofirst is $1,124,842. Summarized financial information for the Company’s equity method investee, BioFirst, is as follows: Balance Sheet December 31, December 31, Current Assets $ 1,451,877 $ 1,543,151 Non-current Assets 686,206 739,472 Current Liabilities 2,286,058 2,663,051 Non-current Liabilities 347,193 103,447 Stockholders’ Equity (495,168 ) (483,874 ) Statement of operation Year Ended 2023 2022 Net sales $ 734 $ 30,162 Gross profit 289 8,239 Net loss (1,194,797 ) (1,274,539 ) Share of losses from investments accounted for using the equity method (221,888 ) - (b) Rgene Corporation (the “Rgene”) Both Rgene and the Company are under common control by Dr. Tsung-Shann Jiang, the CEO and chairman of the BioLite Inc. Since Dr. Tsung-Shann Jiang is able to exercise significant influence, but not control, over the Rgene, the Company determined to use the equity method to accounts for its equity investment as prescribed in ASC 323, Investments—Equity Method and Joint Ventures (“ASC 323”). Equity method adjustments include the Company’s proportionate share of investee’s income or loss and other adjustments required by the equity method. As of December 31, 2023 and 2022, the Company owns 26.65% and 26.65% common stock shares of Rgene, respectively. Summarized financial information for the Company’s equity method investee, Rgene, is as follows: Balance Sheets December 31, December 31, Current Assets $ 50,538 $ 68,302 Non-current Assets 250,716 303,893 Current Liabilities 2,591,960 2,478,868 Non-current Liabilities 811 2,441 Shareholders’ Deficit (2,291,517 ) (2,481,309 ) Statement of operations Year Ended 2023 2022 Net sales $ - $ - Gross Profit - - Net loss (291,522 ) (1,550,123 ) Share of loss from investments accounted for using the equity method - - (4) Disposition of long-term investment During the years ended December 31, 2023 and 2022, there is no disposition of long-term investment. (5) Loss on investment in equity securities The components of loss on investment in equity securities for each period were as follows: Year Ended 2023 2022 Share of equity method investee losses $ (221,888 ) $ - |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Convertible Notes Payable [Abstract] | ||
CONVERTIBLE NOTES PAYABLE | 7. CONVERTIBLE NOTES PAYABLE On February 23, 2023, the Company entered into a securities purchase agreement (the “Lind Securities Purchase Agreement”) with Lind Global Fund II, LP (“Lind”), pursuant to which the Company issued Lind a secured, convertible note in the principal amount of $3,704,167 (the “Lind Offering”), for a purchase price of $3,175,000 (the “Lind Note”), that is convertible into shares of the Company’s common stock at an initial conversion price of $1.05 per share, subject to adjustment (the “Note Shares”). The Company also issued Lind a common stock purchase warrant (the “Lind Warrant”) to purchase up to 5,291,667 shares of the Company’s common stock at an initial exercise price of $1.05 per share, subject to adjustment (each, a “Warrant Share,” together with the Note, Note Shares and Warrants, the “Lind Securities”). Beginning with the date that is six months from the issuance date of the Lind Note and on each one (1) month anniversary thereafter, the Company shall pay Lind an amount equal to $308,650.58, until the outstanding principal amount of the Lind Note has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, conversion or redemption of the Lind Note in accordance with the terms thereof (the “Monthly Payments”). At the Company’s discretion, the Monthly Payments shall be made in (i) cash, (ii) shares of the Company’s common stock, or (iii) a combination of cash and Shares; if made in shares, the number of shares shall be determined by dividing (x) the principal amount being paid in shares by (y) 90% of the average of the 5 lowest daily VWAPs during the 20 trading days prior to the applicable payment date. The Lind Notes sets forth certain conditions that must be satisfied before the Company may make any Monthly Payments in shares of common stock. If the Company makes a Monthly Payment in cash, the Company must also pay Lind a cash premium of 5% of such Monthly Payment. Upon the occurrence of any Event of Default (as defined in the Lind Note), the Company must pay Lind an amount equal to 120% of the then outstanding principal amount of the Lind Note (the “Mandatory Default Amount”), in addition to any other remedies under the Note or the other Transaction Documents. The Company and Lind entered into a letter agreement on September 12, 2023, pursuant to which the Mandatory Default Amount was reduced to 115% of the then outstanding principal amount of the Lind Note; pursuant to the letter agreement, Lind also agreed to waive any default associated with the Company’s market capitalization being below $12.5 million for 10 consecutive days through February 23, 2024, but retained its right to convert its Note. In addition, if the Company is unable to increase its market capitalization and is unable to obtain a further waiver or amendment to the Lind Note, then the Company could experience an event of default under the Lind Note, which could have a material adverse effect on the Company’s liquidity, financial condition, and results of operations. The Company cannot make any assurances regarding the likelihood, certainty, or exact timing of the Company’s ability to increase its market capitalization, as such metric is not within the immediate control of the Company and depends on a variety of factors outside the Company’s control. The Lind Warrant may be exercised via cashless exercise. The warrant exercise price was reset to $3.5 in accordance to the issuance of common stock in relation to securities purchase agreement on July 2023. On November 17, 2023, the Company entered another securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note in the principal amount of $1,200,000, for a purchase price of $1,000,000, that is convertible into shares of the Company’s common stock at a conversion price, which shall be the lesser of (i) $3.50 and (ii) 90% of the average of the three lowest VWAPs during the 20 trading days prior to conversion. Lind will also receive a 5-year, common stock purchase warrant to purchase up to 1,000,000 shares of the Company’s common stock at an initial exercise price of $2 per share for a period of 5 years. The warrants were valued using the Black-Scholes model. The fair value of the warrants was determined to be $480,795, which was recorded to debt discount. An amendment was filed on February 29, 2024 to disclose that due to Nasdaq requirements, the parties entered into an amendment to the Note, pursuant to which the conversion price shall have a floor price of $1.00 (the “Amendment”). Additionally, the Amendment requires the Company to make a cash payment to Lind if in connection with a conversion, the conversion price is deemed to be the floor price. On January 17, 2024, the Company entered another securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note in the principal amount of $1,000,000, for a purchase price of $833,333, that is convertible into shares of the Company’s common stock at a conversion price, which shall be the lesser of (i) $3.50 and (ii) 90% of the average of the three lowest VWAPs during the 20 trading days prior to conversion. Lind will also receive a 5-year, common stock purchase warrant to purchase up to 1,000,000 shares of the Company’s common stock at an initial exercise price of $2 per share. The warrants were valued using the Black-Scholes model. The fair value of the warrants was determined to be $394,071, which was recorded to debt discount. As of March 31, 2024 and December 31, 2023, the aggregate carrying values of the convertible debentures were $842,567 Total interest expenses in connection with the above convertible note payable were $672,016 and $31,587 for the three months ended March 31, 2024 and 2023, respectively . | 7. CONVERTIBLE NOTES PAYABLE On February 23, 2023, the Company entered into a securities purchase agreement (the “Lind Securities Purchase Agreement”) with Lind Global Fund II, LP (“Lind”), pursuant to which the Company issued Lind a secured, convertible note in the principal amount of $3,704,167 (the “Lind Offering”), for a purchase price of $3,175,000 (the “Lind Note”), that is convertible into shares of the Company’s common stock at an initial conversion price of $1.05 per share, subject to adjustment (the “Note Shares”). The Company also issued Lind a common stock purchase warrant (the “Lind Warrant”) to purchase up to 5,291,667 shares of the Company’s common stock at an initial exercise price of $1.05 per share for a period of 5 years, subject to adjustment that immediately upon such issuance or sale, the Exercise Price in effect immediately prior to such issuance or sale shall be reduced (and in no event increased) to an Exercise Price equal to the consideration per share paid for such Additional Shares of Common Stock. The warrants were valued using the Black-Scholes model. The fair value of the warrants was determined to be $1,225,543, which was recorded to debt discount. Beginning with the date that is six months from the issuance date of the Lind Note and on each one (1) month anniversary thereafter, the Company shall pay Lind an amount equal to $308,650.58, until the outstanding principal amount of the Lind Note has been paid in full prior to or on the Maturity Date or, if earlier, upon acceleration, conversion or redemption of the Lind Note in accordance with the terms thereof (the “Monthly Payments”). At the Company’s discretion, the Monthly Payments shall be made in (i) cash, (ii) shares of the Company’s common stock, or (iii) a combination of cash and Shares; if made in shares, the number of shares shall be determined by dividing (x) the principal amount being paid in shares by (y) 90% of the average of the 5 lowest daily VWAPs during the 20 trading days prior to the applicable payment date. The Lind Notes sets forth certain conditions that must be satisfied before the Company may make any Monthly Payments in shares of common stock. If the Company makes a Monthly Payment in cash, the Company must also pay Lind a cash premium of 5% of such Monthly Payment. Upon the occurrence of any Event of Default (as defined in the Lind Note), the Company must pay Lind an amount equal to 120% of the then outstanding principal amount of the Lind Note (the “Mandatory Default Amount”), in addition to any other remedies under the Note or the other Transaction Documents. The Company and Lind entered into a letter agreement on September 12, 2023, pursuant to which the Mandatory Default Amount was reduced to 115% of the then outstanding principal amount of the Lind Note; pursuant to the letter agreement, Lind also agreed to waive any default associated with the Company’s market capitalization being below $12.5 million for 10 consecutive days through February 23, 2024, but retained its right to convert its Note. In addition, if the Company is unable to increase its market capitalization and is unable to obtain a further waiver or amendment to the Lind Note, then the Company could experience an event of default under the Lind Note, which could have a material adverse effect on the Company’s liquidity, financial condition, and results of operations. The Company cannot make any assurances regarding the likelihood, certainty, or exact timing of the Company’s ability to increase its market capitalization, as such metric is not within the immediate control of the Company and depends on a variety of factors outside the Company’s control. The Lind Warrant may be exercised via cashless exercise. The warrant exercise price was reset to $3.5 in accordance to the issuance of common stock in relation to securities purchase agreement on July 2023. On November 17, 2023, the Company entered another securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note in the principal amount of $1,200,000, for a purchase price of $1,000,000, that is convertible into shares of the Company’s common stock at a conversion price, which shall be the lesser of (i) $3.50 and (ii) 90% of the average of the three lowest VWAPs during the 20 trading days prior to conversion. Lind will also receive a 5-year, common stock purchase warrant to purchase up to 1,000,000 shares of the Company’s common stock at an initial exercise price of $2 per share for a period of 5 years. The warrants were valued using the Black-Scholes model. The fair value of the warrants was determined to be $480,795, which was recorded to debt discount. An amendment was filed on February 29, 2024 to disclose that due to Nasdaq requirements, the parties entered into an amendment to the Note, pursuant to which the conversion price shall have a floor price of $1.00 (the “Amendment”). Additionally, the Amendment requires the Company to make a cash payment to Lind if in connection with a conversion, the conversion price is deemed to be the floor price. As of December 31, 2023 and 2022, the aggregate carrying values of the convertible debentures were $569,456 and $0, respectively; and accrued convertible interest were both $0. Total interest expenses in connection with the above convertible note payable were $2,412,951 and $0 for the years ended December 31, 2023 and 2022, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accrued Expenses and Other Current Liabilities [Abstract] | ||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following as of the periods indicated: March 31, December 31, 2024 2023 Accrued research and development expense $ 1,799,583 $ 1,799,583 Accrued compensation and employee benefits 1,061,083 1,184,505 Accrued royalties 262,296 274,028 Others 927,883 438,264 Total $ 4,050,845 $ 3,696,380 | 8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following as of the periods indicated: December 31, December 31, 2023 2022 Accrued research and development expense $ 1,799,583 $ 1,600,221 Accrued compensation and employee benefits 1,184,505 568,865 Accrued royalties 274,028 272,352 Others 438,264 468,150 Total $ 3,696,380 $ 2,909,587 |
Bank Loans
Bank Loans | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Bank Loans [ Abstract] | ||
BANK LOANS | 9. BANK LOANS (1) Short-term bank loan consists of the following: March 31, December 31, 2024 2023 (Unaudited) Cathay United Bank $ 234,750 $ 245,250 CTBC Bank 626,000 654,000 Total $ 860,750 $ 899,250 Cathay United Bank On June 28, 2016, BioLite Taiwan and Cathay United Bank entered into a one-year bank loan agreement (the “Cathay United Loan Agreement”) in a credit limit amount of NT$7,500,000, equivalent to $234,750. The term started June 28, 2016 with maturity date at June 28, 2017. The loan balance bears interest at a floating rate of prime rate plus 1.31%. The prime rate is based on term deposit saving interest rate of Cathay United Bank. The Company renews the agreement with the bank every year. On September 6, 2022, BioLite Taiwan extended the Cathay United Loan Agreement with the same principal amount of NT$7,500,000, equivalent to $234,750 for one year, which is due on September 6, 2023. On September 6, 2023, BioLite Taiwan extended the Cathay United Loan Agreement with the same principal amount of NT$7,500,000, equivalent to $234,750 for one year, which is due on September 6, 2024. As of March 31, 2024 and December 31, 2023, the effective interest rates per annum was 2.92% and 2.87%, respectively. The loan is collateralized by the building and improvement of BioLite Taiwan, and is also personal guaranteed by the Company’s chairman. Interest expenses were $1,736 and $1,649 for the three months ended March 31, 2024 and 2023, respectively. CTBC Bank On June 12, 2017 and July 19, 2017, BioLite Taiwan and CTBC Bank entered into two short-term saving secured bank loan agreements (the “CTBC Loan Agreements”) in a credit limit amount of NT$10,000,000, equivalent to $313,000, and NT$10,000,000, equivalent to $313,000, respectively. Both two loans with the same maturity date at January 19, 2018. In February 2018, BioLite Taiwan combined two loans and extended the loan contract with CTBC for one year. The Company renews the agreement with the bank every year. The loan balances bear interest at a fixed rate of 2.5% per annum. The loan is secured by the money deposited in a savings account with the CTBC Bank. This loan was also personal guaranteed by the Company’s chairman and BioFirst. During the year ended December 31, 2020, BioLite Taiwan has opened a TCD account with CTBC bank to guarantee the loan going forward. Interest expenses were $3,964 and $3,831 for the three months ended March 31, 2024 and 2023, respectively. Cathay Bank On January 21, 2019, the Company received a loan in the amount of $500,000 from Cathay Bank (the “Bank”) pursuant to a business loan agreement (the “Loan Agreement”) entered by and between the Company and Bank on January 8, 2019 and a promissory note (the “Note”) executed by the Company on the same day. The Loan Agreement provides for a revolving line of credit in the principal amount of $1,000,000 with a maturity date (the “Maturity Date”) of January 1, 2020. The Note executed in connection with the Loan Agreement bears an interest rate (the “Regular Interest Rate”) equal to the sum of one percent (1%) and the prime rate as published in the Wall Street Journal (the “Index”) and the accrued interest shall become payable each month from February 1, 2019. Pursuant to the Note, the Company shall pay the entire outstanding principal plus accrued unpaid interest on the Maturity Date and may prepay portion or all of the Note before the Maturity Date without penalty. If the Company defaults on the Note, the default interest rate shall become five percent (5%) plus the Regular Interest Rate. In connection with the Note and Loan Agreement, on January 8, 2019, each of Dr. Tsung Shann Jiang and Dr. George Lee, executed a commercial guaranty (the “Guaranty”) to guaranty the loans for the Company pursuant to the Loan Agreement and Note, severally and individually, in the amount not exceeding $500,000 each until the entire Note plus interest are fully paid and satisfied. Dr. Tsung Shann Jiang is the Chairman and Chief Executive Officer of BioLite Holding, Inc. and Dr. George Lee serves as the Chairman of the board of directors of BioKey. On December 29, 2020, the Company entered into a new loan extension agreement and assignment of deposit account with the Bank, which allowed Dr. Tsung Shann Jiang and Dr. George Lee to be removed as guarantees from the list of Guaranty. In addition, on January 8, 2019, each of the Company and BioKey, a wholly-owned subsidiary of the Company, signed a commercial security agreement (the “Security Agreement”) to secure the loans under the Loan Agreement and the Note. Pursuant to the Security Agreements, each of the Company and BioKey (each, a “Grantor”, and collectively, the “Grantors”) granted security interest in the collaterals as defined therein, comprised of almost all of the assets of each Grantor, to secure such loans for the benefit of the Bank. On June 30, 2020, the Company extended the Loan Agreement with the same term for seven months, which is due on October 31, 2020. On April 8, 2020 and October 3, 2020, the Company repaid an aggregated principal amount of $350,000. On December 3, 2020, the Company renewed the Loan Agreement with the principal amount of $650,000 for ten months, which is due on October 31, 2021. On October 31, 2021, the Company renewed the Loan Agreement with the principal amount of $650,000 for twelve months, which is due on October 30, 2022. On September 24, 2021, the Cathay Bank has increased the line of credit to $1,000,000 from $650,000. The Loan Agreement was further extended and due on December 31, 2022. The outstanding loan balance was $1,000,000 as of December 31, 2022. On February 23, 2023, the bank loan from Cathay Bank was fully repaid. As of March 31, 2024 and December 31, 2023, the effective interest rates per annum was 0% and 0%, respectively and the outstanding loan balance were $0 and $0. Interest expenses were $1,736 and $10,209 for the three months ended March 31, 2024 and 2023, respectively. | 9. BANK LOANS (1) Short-term bank loans consists of the following: December 31, December 31, 2023 2022 Cathay United Bank $ 245,250 $ 243,750 CTBC Bank 654,000 650,000 Cathay Bank - 1,000,000 Total $ 899,250 $ 1,893,750 Cathay United Bank On June 28, 2016, BioLite Taiwan and Cathay United Bank entered into a one-year bank loan agreement (the “Cathay United Loan Agreement”) in a credit limit amount of NT$7,500,000, equivalent to $245,250. The term started June 28, 2016 with maturity date at June 28, 2017. The loan balance bears interest at a floating rate of prime rate plus 1.31%. The prime rate is based on term deposit saving interest rate of Cathay United Bank. The Company renews the agreement with the bank every year. On September 6, 2022, BioLite Taiwan extended the Cathay United Loan Agreement with the same principal amount of NT$7,500,000, equivalent to $245,250 for one year, which is due on September 6, 2023. On September 6, 2023, BioLite Taiwan extended the Cathay United Loan Agreement with the same principal amount of NT$7,500,000, equivalent to $245,250 for one year, which is due on September 6, 2024. As of December 31, 2023 and December 31, 2022, the effective interest rates per annum was 2.87% and 2.67%, respectively. The loan is collateralized by the building and improvement of BioLite Taiwan, and is also personal guaranteed by the Company’s chairman. Interest expenses were $6,856 and $5,960 for the years ended December 31, 2023 and 2022, respectively. CTBC Bank On June 12, 2017 and July 19, 2017, BioLite Taiwan and CTBC Bank entered into two short-term saving secured bank loan agreements (the “CTBC Loan Agreements”) in a credit limit amount of NT$10,000,000, equivalent to $327,000, and NT$10,000,000, equivalent to $327,000, respectively. Both two loans with the same maturity date at January 19, 2018. In February 2018, BioLite Taiwan combined two loans and extended the loan contract with CTBC for one year. The Company renews the agreement with the bank every year. The loan balances bear interest at a fixed rate of 2.5% per annum. The loan is secured by the money deposited in a savings account with the CTBC Bank. This loan was also personal guaranteed by the Company’s chairman and BioFirst. During the year ended December 31, 2020, BioLite Taiwan has opened a TCD account with CTBC bank to guarantee the loan going forward. Interest expenses were $15,610 and $12,220 for the years ended December 31, 2023 and 2022, respectively. Cathay Bank On January 21, 2019, the Company received a loan in the amount of $500,000 from Cathay Bank (the “Bank”) pursuant to a business loan agreement (the “Loan Agreement”) entered by and between the Company and Bank on January 8, 2019 and a promissory note (the “Note”) executed by the Company on the same day. The Loan Agreement provides for a revolving line of credit in the principal amount of $1,000,000 with a maturity date (the “Maturity Date”) of January 1, 2020. The Note executed in connection with the Loan Agreement bears an interest rate (the “Regular Interest Rate”) equal to the sum of one percent (1%) and the prime rate as published in the Wall Street Journal (the “Index”) and the accrued interest shall become payable each month from February 1, 2019. Pursuant to the Note, the Company shall pay the entire outstanding principal plus accrued unpaid interest on the Maturity Date and may prepay portion or all of the Note before the Maturity Date without penalty. If the Company defaults on the Note, the default interest rate shall become five percent (5%) plus the Regular Interest Rate. In connection with the Note and Loan Agreement, on January 8, 2019, each of Dr. Tsung Shann Jiang and Dr. George Lee, executed a commercial guaranty (the “Guaranty”) to guaranty the loans for the Company pursuant to the Loan Agreement and Note, severally and individually, in the amount not exceeding $500,000 each until the entire Note plus interest are fully paid and satisfied. Dr. Tsung Shann Jiang is the Chairman and Chief Executive Officer of BioLite Holding, Inc. and Dr. George Lee serves as the Chairman of the board of directors of BioKey. On December 29, 2020, the Company entered into a new loan extension agreement and assignment of deposit account with the Bank, which allowed Dr. Tsung Shann Jiang and Dr. George Lee to be removed as guarantees from the list of Guaranty. In addition, on January 8, 2019, each of the Company and BioKey, a wholly-owned subsidiary of the Company, signed a commercial security agreement (the “Security Agreement”) to secure the loans under the Loan Agreement and the Note. Pursuant to the Security Agreements, each of the Company and BioKey (each, a “Grantor”, and collectively, the “Grantors”) granted security interest in the collaterals as defined therein, comprised of almost all of the assets of each Grantor, to secure such loans for the benefit of the Bank. On June 30, 2020, the Company extended the Loan Agreement with the same term for seven months, which is due on October 31, 2020. On April 8, 2020 and October 3, 2020, the Company repaid an aggregated principal amount of $350,000. On December 3, 2020, the Company renewed the Loan Agreement with the principal amount of $650,000 for ten months, which is due on October 31, 2021. On October 31, 2021, the Company renewed the Loan Agreement with the principal amount of $650,000 for twelve months, which is due on October 30, 2022. On September 24, 2021, the Cathay Bank has increased the line of credit to $1,000,000 from $650,000. The Loan Agreement was further extended and due on December 31, 2022. The outstanding loan balance was $1,000,000 as of December 31, 2022. On February 23, 2023, the bank loan from Cathay Bank was fully repaid. As of December 31, 2023 and 2022, the effective interest rates per annum was 0% and 8%, respectively and the outstanding loan balance were $0 and $1,000,000. Interest expenses were $10,209 and $46,957 for the years ended December 31, 2023 and 2022, respectively. |
Related Parties Transactions
Related Parties Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 YuanGene Corporation (the “YuanGene”) Controlling beneficiary shareholder of the Company AsiaGene Corporation (the “AsiaGene”) Shareholder; entity controlled by controlling beneficiary shareholder of YuanGene 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 Zhewei Xu Shareholder of the Company BioHopeKing Corporation Entity controlled by controlling beneficiary shareholder of ABVC Jaimes Vargas Russman CEO of AiBtl BioPharma Inc 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 BioHopeKing Corporation 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: March 31, December 31, 2024 2023 (Unaudited) Rgene $ 10,463 $ 10,463 Total $ 10,463 $ 10,463 Due from related parties Amount due from related parties consisted of the following as of the periods indicated: Due from related–party - Current March 31, December 31, 2024 2023 (Unaudited) Rgene $ 541,372 $ 541,486 BioFirst 346,565 206,087 Total $ 887,937 $ 747,573 Due from related parties – Non-Current March 31, December 31, 2024 2023 BioFirst (Australia) $ 839,983 $ 839,983 BioHopeKing Corporation 123,363 113,516 Total 963,346 953,499 Less: allowance for expected credit losses accounts (839,983 ) (839,983 ) Net $ 123,363 $ 113,516 (1) On June 16, 2022, the Company entered into a one-year convertible loan with Rgene, 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. As of March 31, 2024 and December 31, 2023, the outstanding loan balance were both $500,000; and accrued interest was $38,819 and $38,819, respectively. As of March 31, 2024 and December 31, 2023, the Company has other receivables amounted $2,553 and $2,667 from Rgene due to daily operations, respectively. (2) The balances mainly represent advances to BioFirst (Australia) for research and development purposes. 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. (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 March 31, 2024 and December 31, 2023, due from BHK was $123,363 and $113,516, respectively. (4) On December 31, 2023, the Company entered into a loan agreement with BioFirst, with a principal amount of $346,565 to BioFirst which bears interest at 12% per annum for the use of working capital. As of March 31, 2024 and December 31, 2023, the outstanding loan balance was $346,565 and $206,087, respectively; accrued interest was $0 and $0, respectively. Due to related parties Amount due to related parties consisted of the following as of the periods indicated: March 31, December 31, 2024 2023 (Unaudited) The Jiangs $ 152,501 $ 19,789 Due to shareholders 145,858 152,382 Due to a Director 3,613 961 Total $ 301,972 $ 173,132 (1) Since 2019, the Jiangs advanced funds to the Company for working capital purpose. As of March 31, 2024, and December 31, 2023, the outstanding balance due to the Jiangs amounted to $152,501 and $19,789, respectively. These loans bear interest rate of 0% to 1% per month, and are due on demand. (2) 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 March 31, 2024 and December 31, 2023, the outstanding principal and accrued interest was $145,858 and $152,382, respectively. Interest expenses in connection with these loans were $5,938 and $4,896 for the three months ended March 31, 2024 and 2023, respectively. (3) The Director of AiBtl has been paying on behalf of the company for setup fees. As of March 31, 2024, and December 31, 2023, the outstanding balance due to the Director amounted to $3,613 and $961, respectively. | 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 Eugene Jiang Former President and Chairman 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 Zhewei Xu Shareholder of the Company. BioHopeKing Corporation Entity controlled by controlling beneficiary shareholder of ABVC Jaimes Vargas Russman CEO of AiBtl BioPharma Inc. Accounts receivable - related parties Accounts receivable due from related parties consisted of the following as of the periods indicated: December 31, December 31, 2023 2022 GenePharm Inc. $ - $ 142,225 Rgene 10,463 615,118 Total $ 10,463 $ 757,343 Revenue - related parties Revenue due from related parties consisted of the following as of the periods indicated: December 31, December 31, 2023 2022 Rgene $ 2,055 $ 904,043 Total $ 2,055 $ 904,043 Due from related parties Amount due from related parties consisted of the following as of the periods indicated: Due from related party- Current December 31, December 31, 2023 2022 Rgene $ 541,486 $ 513,819 BioFirst 206,087 - Total $ 747,573 $ 513,819 Due from related parties- Non-current, net December 31, December 31, 2023 2022 BioFirst (Australia) $ 839,983 $ 752,655 BioHopeKing Corporation 113,516 112,822 Total 953,499 865,477 Less: allowance for expected credit losses accounts (839,983 ) - Net $ 113,516 $ 865,477 (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 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. As of December 31, 2023 and December 31, 2022, the outstanding loan balance were both $500,000; and accrued interest was $38,819 and $13,819. As of December 31, 2023, the Company has other receivables amounted $2,667 from Rgene due to daily operations. (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 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 December 31, 2023 and December 31, 2022, the outstanding loan balance and allocated research fee was $681,185 and $660,484, respectively; and accrued interest was $158,798 and $92,171, respectively. The outstanding amount was settled in 2023. The balances mainly represent advances to BioFirst (Australia) for research and development purposes. 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. (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 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 December 31, 2023 and 20212 due from BHK was $113,516 and $112,822, respectively. Due to related parties Amount due to related parties consisted of the following as of the periods indicated: December 31, December 31, 2023 2022 BioFirst $ - $ 188,753 The Jiangs 19,789 19,789 Due to shareholders 152,382 151,450 Due to a Director 961 - Total $ 173,132 $ 359,992 (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 December 31, 2022, the aggregate amount of outstanding balance and accrued interest is $188,753, a combination of $147,875 from loan, and $40,878 from expense-sharing. The outstanding amount was being net off with amount due from BioFirst in 2023. (2) Since 2019, the Jiangs advanced funds to the Company for working capital purpose. As of December 31, 2023 and 2022, the outstanding balance due to the Jiangs amounted to $19,789 and $19,789, respectively. These loans bear interest rate of 0% to 1% per month, and are due on demand. (3) Since 2018, the Company’s shareholders have advanced funds to the Company for working capital purpose. The advances bear interest rate from 12% to 13.6224% per annum. As of December 31, 2023 and 2022, the outstanding principal and accrued interest was $152,382 and $151,450, respectively. Interest expenses in connection with these loans were $20,094 and $21,378 for the years ended December 31, 2023 and 2022, respectively. (4) As of December 31, 2023, due to a Director amounted $961 was related to the entity setup fee paid by the Director of AiBtl BioPharma Inc. on behalf of the entity. |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Income Taxes [Abstract] | ||
INCOME TAXES | 11. INCOME TAXES Deferred tax assets (liability) as of March 31, 2024 and December 31, 2023 consist approximately of: March 31, December 31, (Unaudited) Loss on impairment of Assets 644,978 713,223 Net operating loss carryforwards 5,607,804 5,568,391 Operating lease liabilities 213,482 213,482 Operating lease assets (213,482 ) (213,482 ) Deferred tax assets, Gross 6,252,782 6,281,614 Valuation allowance (6,252,782 ) (6,281,614 ) Deferred tax assets, net $ - $ - | 11. INCOME TAXES Income tax expense for the years ended December 31, 2023 and 2022 consisted of the following: Year Ended 2023 2022 Current: Federal $ - $ - State - 2,400 Foreign 140,338 - Total Current $ 140,338 $ 2,400 Deferred: Federal $ - $ - State - - Foreign 115,668 795,378 Total Deferred $ 115,668 $ 795,378 Total provision for income taxes $ 256,006 $ 797,778 Deferred tax assets (liability) as of December 31, 2023 and 2022 consist approximately of: December 31, December 31, 2023 2022 Loss on impairment of Assets 713,223 709,961 Net operating loss carryforwards 5,568,391 5,866,623 Tax credit of investment - - Operating lease liabilities 213,482 213,482 Operating lease assets (213,482 ) (213,482 ) Deferred tax assets, Gross 6,281,614 6,576,584 Valuation allowance (6,281,614 ) (6,459,474 ) Deferred tax assets, net - 117,110 |
Equity
Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
EQUITY | 12. EQUITY On January 3, 2023, the Company issued 223,411 shares of common stock to a consultant for providing consulting services on listing to NASDAQ in 2021. On February 23, 2023, the Company entered into a securities purchase agreement with Lind Global Fund II, LP (“Lind”), pursuant to which the Company issued Lind a secured, convertible note in the principal amount of $3,704,167, for a purchase price of $3,175,000, that is convertible into shares of the Company’s common stock at an initial conversion price of $1.05 per share, subject to adjustment. The Company also issued Lind a common stock purchase warrant to purchase up to 5,291,667 shares of the Company’s common stock at an initial exercise price of $1.05 per share, subject to adjustment. During the period ended March 31, 2024, the Company has been repaying Lind with securities for 751,795 shares, totaling $681,000. During July 2023, the warrant exercise price was reset to $3.5 in accordance to the issuance of common stock in relation to securities purchase agreement on July 2023. As of March 31, 2024, the warrant has not yet been exercised. On July 27, 2023, the Company entered into that certain securities purchase agreement. relating to the offer and sale of 300,000 shares of common stock, par value $0.001 per share and 200,000 pre-funded warrants, at an exercise price of $0.001 per share, in a registered direct offering. Pursuant to the Purchase Agreement, the Company agreed to sell the Shares and/or Pre-funded Warrants at a per share purchase price of $3.50, for gross proceeds of $1,750,000, before deducting any estimated offering expenses. On August 1, 2023, the pre-funded warrants were exercised. The above-mentioned equity is before the reverse stock split in 2023. On August 14, 2023, the Company entered into a cooperation agreement with Zhonghui. Pursuant thereto, the Company acquired 20% of the ownership of a property and the parcel of the land owned by Zhonghui in Leshan, Sichuan, China. During the third quarter of 2023, the Company issued to Zhonghui, an aggregate of 370,000 shares of the Company’s common stock, at a per share price of $20. On November 17, 2023, the Company entered another securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note in the principal amount of $1,200,000, for a purchase price of $1,000,000, that is convertible into shares of the Company’s common stock at a conversion price, which shall be the lesser of (i) $3.50 and (ii) 90% of the average of the three lowest VWAPs during the 20 trading days prior to conversion. Lind will also receive a 5-year, common stock purchase warrant to purchase up to 1,000,000 shares of the Company’s common stock at an initial exercise price of $2 per share for a period of 5 years. The warrants were valued using the Black-Scholes model. The fair value of the warrants was determined to be $480,795, which was recorded to debt discount. An amendment was filed on February 29, 2024 to disclose that due to Nasdaq requirements, the parties entered into an amendment to the Note, pursuant to which the conversion price shall have a floor price of $1.00 (the “Amendment”). Additionally, the Amendment requires the Company to make a cash payment to Lind if in connection with a conversion, the conversion price is deemed to be the floor price. On January 17, 2024, the Company entered another securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note in the principal amount of $1,000,000, for a purchase price of $833,333, that is convertible into shares of the Company’s common stock at a conversion price, which shall be the lesser of (i) $3.50 and (ii) 90% of the average of the three lowest VWAPs during the 20 trading days prior to conversion. Lind will also receive a 5-year, common stock purchase warrant to purchase up to 1,000,000 shares of the Company’s common stock at an initial exercise price of $2 per share. On January 27, 2024, the Company granted 1,241,615 restricted shares to its employees and directors under the 2016 Equity Incentive Plan, with an issuance date of February 2, 2024. These shares are subject to a three-year restriction period. | 12. EQUITY In January 2022, the Company agreed to pay the deferred service fees related to Public Offering amounted $4,296,763 by issuing 1,306,007 shares of unrestricted common stock, valued at $3.29 per share on the grant date. These shares have been issued in January 2022. In March 2022, the Company issued 75,000 common stock to BarLew Holdings, LLC for consulting and advisory services amounted to $169,500, valued at $2.26 per share. In May 2022, the Company and an institutional investor entered into certain securities purchase agreement relating to the offer and sale of 2,000,000 shares of common stock at an offering price of $2.11 per share in a registered direct offering. The shares of the Company’s common stock were issued for gross proceeds of $4,220,000, before placement agent fees and legal fees of $556,075. Pursuant to the offering, the Company will also issue 5-year warrants to purchase 2,000,000 shares of common stock, exercisable at a price of $2.45 per share. As of December 31, 2023, these warrants have been issued but not exercised. On July 10, 2022, the Board approved the issuance of 75,000 shares of common stock to Barlew Holdings, LLC pursuant to the consulting agreement by and between Barlew Holdings, LLC and the Company dated July 1, 2022, and 250,000 shares of common stock to Inverlew Advisors, LLC, in accordance with the consulting agreement by and between Inverlew Advisors, LLC and the Company dated July 1, 2022. On December 1, 2022, the Company issued 125,000 and 100,000 common stock to Euro-Asia Investment & Finance Corp Ltd. and Thalia Media Ltd. for consulting and advisory services. On January 3, 2023, the Company issued 223,411 common stock to a consultant for providing consulting services on listing to NASDAQ in 2021. On February 23, 2023, the Company entered into a securities purchase agreement with Lind Global Fund II, LP (“Lind”), pursuant to which the Company issued Lind a secured, convertible note in the principal amount of $3,704,167, for a purchase price of $3,175,000, that is convertible into shares of the Company’s common stock at an initial conversion price of $1.05 per share, subject to adjustment. The Company also issued Lind a common stock purchase warrant to purchase up to 5,291,667 shares of the Company’s common stock at an initial exercise price of $1.05 per share for a period of 5 years, subject to adjustment that immediately upon such issuance or sale, the Exercise Price in effect immediately prior to such issuance or sale shall be reduced (and in no event increased) to an Exercise Price equal to the consideration per share paid for such Additional Shares of Common Stock. The warrants were valued using the Black-Scholes model. The fair value of the warrants was determined to be $1,225,543, which was recorded to debt discount. During the year ended December 31, 2023, the Company has been repaying Lind with securities for 3,732,167 shares, totaling $3,306,112. The warrant exercise price was reset to $3.5 in accordance to the issuance of common stock in relation to securities purchase agreement on July 2023. As of December 31, 2023, the warrant has not yet been exercised. On July 27, 2023, the Company entered into that certain securities purchase agreement. relating to the offer and sale of 300,000 shares of common stock, par value $0.001 per share and 200,000 pre-funded warrants, at an exercise price of $0.001 per share, in a registered direct offering. Pursuant to the Purchase Agreement, the Company agreed to sell the Shares and/or Pre-funded Warrants at a per share purchase price of $3.50, for gross proceeds of $1,750,000, before deducting any estimated offering expenses. On August 1, 2023, 200,000 pre-funded warrants were exercised. The above-mentioned equity is before the reverse stock split in July 2023. On August 14, 2023, the Company entered into a cooperation agreement with Zhonghui. Pursuant thereto, the Company acquired 20% of the ownership of a property and the parcel of the land owned by Zhonghui in Leshan, Sichuan, China. During the third quarter of 2023, the Company issued to Zhonghui, an aggregate of 370,000 shares of the Company’s common stock, at a per share price of $20. On November 17, 2023, the Company entered another securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note in the principal amount of $1,200,000, for a purchase price of $1,000,000, that is convertible into shares of the Company’s common stock at a conversion price, which shall be the lesser of (i) $3.50 and (ii) 90% of the average of the three lowest VWAPs during the 20 trading days prior to conversion. Lind will also receive a 5-year, common stock purchase warrant to purchase up to 1,000,000 shares of the Company’s common stock at an initial exercise price of $2 per share for a period of 5 years. The warrants were valued using the Black-Scholes model. The fair value of the warrants was determined to be $480,795, which was recorded to debt discount. An amendment was filed on February 29, 2024 to disclose that due to Nasdaq requirements, the parties entered into an amendment to the Note, pursuant to which the conversion price shall have a floor price of $1.00 (the “Amendment”). Additionally, the Amendment requires the Company to make a cash payment to Lind if in connection with a conversion, the conversion price is deemed to be the floor price. |
Stock Options
Stock Options | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stock Options [Abstract] | ||
STOCK OPTIONS | 13. STOCK OPTIONS On October 30, 2020, the Company issued an aggregate of 545,182 shares of common stock in lieu of unpaid salaries of certain employees and unpaid consulting fees under the 2016 Equity Incentive Plan, as amended, at a conversion price of $2 per share; the total amount of converted salaries and consulting fees was $1,090,361. On November 21, 2020, the Company entered into acknowledgement agreements and stock option purchase agreements with these employees and consultant; pursuant to which the Company granted stock options to purchase 545,182 shares of the Company’s common stock in lieu of common stock. The options were vested at the grant date and become exercisable for 10 years from the grant date. On October 15, 2021, the Company entered into stock option agreements with 11 directors and 3 employees, pursuant to which the Company granted options to purchase an aggregate of 1,280,002 shares of common stock under the 2016 Equity Incentive Plan, as amended, at an exercise price of $3 per share. The options were vested at the grant date and become exercisable for 10 years from the grant date. On April 16, 2022, the Company entered into stock option agreements with 5 directors, pursuant to which the Company agreed to grant options to purchase an aggregate of 761,920 shares of common stock under the 2016 Equity Incentive Plan, at an exercise price of $3 per share, exercisable for 10 years from the grant date. As of March 31, 2024, these stock options have not been granted. Options issued and outstanding as of December 31, 2023, and their activities during the year then ended are as follows: Number of Weighted- Weighted- Aggregate Outstanding as of January 1, 2023 2,587,104 $ 2.79 8.74 $ - Granted - - - - Forfeited - - - - Outstanding as of December 31, 2023 2,587,104 2.79 7.74 $ - Exercisable as of December 31, 2023 2,587,104 2.79 7.74 $ - Vested and expected to vest 2,587,104 $ 2.79 7.74 $ - The fair value of stock options granted for the year ended December 31, 2023 was calculated using the Black-Scholes option-pricing model applying the following assumptions: Year ended Risk free interest rate 2.79 % Expected term (in years) 5.00 Dividend yield 0 % Expected volatility 83.86 % The weighted average grant date fair value of options granted during the years ended December 31, 2023 was $2.79. There are 3,860,211 options available for grant under the 2016 Equity Incentive Plan as of December 31, 2023. Compensation costs associated with the Company’s stock options are recognized, based on the grant-date fair values of these options over vesting period. Accordingly, the Company recognized stock-based compensation expense of $0 and $0 for the three months ended March 31, 2024 and 2023, respectively. There were no options exercised during the three months ended March 31, 2024. As of March 31, 2024, there were no unvested options. The above-mentioned equity is before the reverse stock split in 2023. | 13. STOCK OPTIONS On October 30, 2020, the Company issued an aggregate of 545,182 shares of common stock in lieu of unpaid salaries of certain employees and unpaid consulting fees under the 2016 Equity Incentive Plan, as amended, at a conversion price of $2 per share; the total amount of converted salaries and consulting fees was $1,090,361. On November 21, 2020, the Company entered into acknowledgement agreements and stock option purchase agreements with these employees and consultant; pursuant to which the Company granted stock options to purchase 545,182 shares of the Company’s common stock in lieu of common stock. The options were vested at the grant date and become exercisable for 10 years from the grant date. On October 15, 2021, the Company entered into stock option agreements with 11 directors and 3 employees, pursuant to which the Company granted options to purchase an aggregate of 1,280,002 shares of common stock under the 2016 Equity Incentive Plan, as amended, at an exercise price of $3 per share. The options were vested at the grant date and become exercisable for 10 years from the grant date. On April 16, 2022, the Company entered into stock option agreements with 5 directors, pursuant to which the Company agreed to grant options to purchase an aggregate of 761,920 shares of common stock under the 2016 Equity Incentive Plan, at an exercise price of $3 per share, exercisable for 10 years from the grant date. Options issued and outstanding as of December 31, 2023, and their activities during the year then ended are as follows: Weighted- Weighted- Average Average Contractual Number of Exercise Life Aggregate Underlying Price Remaining Intrinsic Outstanding as of January 1, 2023 2,587,104 $ 2.79 8.74 - Granted - - - - Forfeited - - - - Outstanding as of December 31, 2023 2,587,104 2.79 7.74 $ - Exercisable as of December 31, 2023 2,587,104 2.79 7.74 $ - Vested and expected to vest 2,587,104 $ 2.79 7.74 $ - The fair value of stock options granted for the years ended December 31, 2023 and 2022 was calculated using the Black-Scholes option-pricing model applying the following assumptions: Year ended 2022 Risk free interest rate 2.79 % Expected term (in years) 5.00 Dividend yield 0 % Expected volatility 83.86 % The Company granted options to purchase 0 and 761,920 shares of common stock to employees and certain consultants during the years ended December 31, 2023 and 2022, respectively. The weighted average grant date fair value of options granted during the years ended December 31, 2023 and 2022 was $2.79 and $2.79, respectively. There are 3,860,211 options available for grant under the 2016 Equity Incentive Plan as of December 31, 2023. Compensation costs associated with the Company’s stock options are recognized, based on the grant-date fair values of these options over vesting period. Accordingly, the Company recognized stock-based compensation expense of $0 and $1,241,930 for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, there were no unvested options. There were no options exercised during the years ended December 31, 2023 and 2022. The above-mentioned equity is before the reverse stock split in July 2023. |
Loss Per Share
Loss Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Loss Per Share [Abstract] | ||
LOSS PER SHARE | 14. LOSS PER SHARE Basic loss per share is computed by dividing net loss by the weighted-average number of common stock outstanding during the year. Diluted loss per share is computed by dividing net loss by the weighted-average number of common stock and dilutive potential common stock outstanding during the three months ended March 31, 2024 and 2023. For the Three Months Ended March 31, March 31, (Unaudited) Numerator: Net loss attributable to ABVC’s common stockholders $ (3,932,976 ) $ (1,823,695 ) Denominator: Weighted-average shares outstanding: Weighted-average shares outstanding - Basic 9,736,150 3,307,577 Stock options – – Weighted-average shares outstanding - Diluted 9,736,150 3,307,577 Loss per share -Basic $ (0.40 ) $ (0.55 ) -Diluted $ (0.40 ) $ (0.55 ) Diluted loss per share takes into account the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised and converted into Common Stock. | 14. LOSS PER SHARE Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the year. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the years ended December 31, 2023 and 2022. For the Year Ended December 31, December 31, Numerator: Net loss attributable to ABVC’s common stockholders $ (10,856,656 ) $ (16,423,239 ) Denominator: Weighted-average shares outstanding: Weighted-average shares outstanding - Basic 4,335,650 3,166,460 Stock options Weighted-average shares outstanding - Diluted 4,335,650 3,166,460 Loss per share -Basic $ (2.43 ) $ (5.19 ) -Diluted $ (2.43 ) $ (5.19 ) Diluted loss per share takes into account the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised and converted into Common Stock. |
Lease
Lease | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Lease [Abstract] | ||
LEASE | 15. LEASE The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019. The Company applied the following practical expedients in the transition to the new standard and allowed under ASC 842: ● Reassessment of expired or existing contracts: The Company elected not to reassess, at the application date, whether any expired or existing contracts contained leases, the lease classification for any expired or existing leases, and the accounting for initial direct costs for any existing leases. ● Use of hindsight: The Company elected to use hindsight in determining the lease term (that is, when considering options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of right-to-use assets. ● Reassessment of existing or expired land easements: The Company elected not to evaluate existing or expired land easements that were not previously accounted for as leases under ASC 840, as allowed under the transition practical expedient. Going forward, new or modified land easements will be evaluated under ASU No. 2016-02. ● Separation of lease and non- lease components: Lease agreements that contain both lease and non-lease components are generally accounted for separately. ● Short-term lease recognition exemption: The Company also elected the short-term lease recognition exemption and will not recognize ROU assets or lease liabilities for leases with a term less than 12 months. The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum based payments used to determine the Company’s lease liabilities mainly include minimum based rent payments. As most of Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, unamortized lease incentives provided by lessors, and restructuring liabilities. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in Selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has no finance leases. The Company’s leases primarily include various office and laboratory spaces, copy machine, and vehicles under various operating lease arrangements. The Company’s operating leases have remaining lease terms of up to approximately five years. March 31, December 31, (Unaudited) ASSETS Operating lease right-of-use assets $ 708,023 $ 809,283 LIABILITIES Operating lease liabilities (current) 389,870 401,826 Operating lease liabilities (non-current) 318,153 407,457 Supplemental Information The following provides details of the Company’s lease expenses: Three Months Ended 2024 2023 (Unaudited) Operating lease expenses $ 98,502 $ 94,299 Other information related to leases is presented below: Three months Ended 2024 2023 (Unaudited) Cash paid for amounts included in the measurement of operating lease liabilities $ 98,502 $ 94,299 March 31, December 31, Weighted Average Remaining Lease Term: Operating leases 1.42 years 1.73 years Weighted Average Discount Rate: Operating leases 1.46 % 1.5 % The minimum future annual payments under non-cancellable leases during the next five years and thereafter, at rates now in force, are as follows: Operating 2024 (excluding three months ended March 31, 2024) $ 303,008 2025 350,809 2026 56,916 Thereafter - Total future minimum lease payments, undiscounted 710,733 Less: Imputed interest (2,711 ) Present value of future minimum lease payments $ 708,022 | 15. LEASE The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019. The Company applied the following practical expedients in the transition to the new standard and allowed under ASC 842: ● Reassessment of expired or existing contracts: The Company elected not to reassess, at the application date, whether any expired or existing contracts contained leases, the lease classification for any expired or existing leases, and the accounting for initial direct costs for any existing leases. ● Use of hindsight: The Company elected to use hindsight in determining the lease term (that is, when considering options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of right-to-use assets. ● Reassessment of existing or expired land easements: The Company elected not to evaluate existing or expired land easements that were not previously accounted for as leases under ASC 840, as allowed under the transition practical expedient. Going forward, new or modified land easements will be evaluated under ASU No. 2016-02. ● Separation of lease and non- lease components: Lease agreements that contain both lease and non-lease components are generally accounted for separately. ● Short-term lease recognition exemption: The Company also elected the short-term lease recognition exemption and will not recognize ROU assets or lease liabilities for leases with a term less than 12 months. The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum based payments used to determine the Company’s lease liabilities mainly include minimum based rent payments. As most of Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, unamortized lease incentives provided by lessors, and restructuring liabilities. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in Selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has no finance leases. The Company’s leases primarily include various office and laboratory spaces, copy machine, and vehicles under various operating lease arrangements. The Company’s operating leases have remaining lease terms of up to approximately five years. December 31, December 31, ASSETS Operating lease right-of-use assets $ 809,283 $ 1,161,141 LIABILITIES Operating lease liabilities (current) 401,826 369,314 Operating lease liabilities (non-current) 407,457 791,827 Supplemental Information The following provides details of the Company’s lease expenses: Year Ended 2023 2022 Operating lease expenses $ 358,576 $ 358,576 Other information related to leases is presented below: Year Ended 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 385,659 $ 358,576 December 31, December 31, Weighted Average Remaining Lease Term: Operating leases 1.73 years 2.48 years Weighted Average Discount Rate: Operating leases 1.5 % 1.49 % The minimum future annual payments under non-cancellable leases during the next five years and thereafter, at rates now in force, are as follows: Operating leases 2024 $ 404,745 2025 351,352 2026 56,916 2027 - Thereafter - Total future minimum lease payments, undiscounted 813,013 Less: Imputed interest (3,730 ) Present value of future minimum lease payments $ 809,283 |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS The Company has evaluated subsequent events and transactions that occurred after March 31, 2024 up through the date the Company issued these unaudited consolidated financial statements on May 17, 2024. All subsequent events requiring recognition as of March 31, 2024 have been incorporated into these unaudited consolidated financial statements and there are no other subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.” | 18. SUBSEQUENT EVENTS On January 12, 2024, BioLite Taiwan extended the CTBC Loan Agreement with the same principal amount of NT$20,000,000, equivalent to $654,000 for one year. On January 17, 2024, the Company entered another securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note in the principal amount of $1,000,000, for a purchase price of $833,333, that is convertible into shares of the Company’s common stock at a conversion price, which shall be the lesser of (i) $3.50 and (ii) 90% of the average of the three lowest VWAPs during the 20 trading days prior to conversion. Lind will also receive a 5-year, common stock purchase warrant to purchase up to 1,000,000 shares of the Company’s common stock at an initial exercise price of $2 per share. An amendment was filed on February 29, 2024 to disclose that due to Nasdaq requirements, the parties entered into an amendment to the Note, pursuant to which the conversion price shall have a floor price of $1.00 (the “Amendment”). Additionally, the Amendment requires the Company to make a cash payment to Lind if in connection with a conversion, the conversion price is deemed to be the floor price. On January 27, 2024, the company granted 1,241,615 restricted shares to its employees and directors under the 2016 Equity Incentive Plan, with an issuance date of February 2, 2024. These shares are subject to a three-year restriction period. On February 6, 2024, the Company entered into a definitive agreement with Shuling Jiang (“ Shuling Land Agreement Shares The Company has assessed all events from December 31, 2023, up through March 13, 2024, which is the date that these consolidated financial statements are available to be issued, Other than the events disclosed above, no other subsequent events have occurred that would require recognition or disclosure in the Company’s consolidated financial statements. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES Contingencies In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. In the opinion of management, there were no pending or threatened claims and litigation as of December 31, 2023 and up through March 13, 2024, date of the consolidated financial statements were available to the issued. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2023 | |
Acquisition [Abstract] | |
ACQUISITION | 17. ACQUISITION On November 12, 2023, the Company and one of its subsidiaries, BioLite, Inc. (“BioLite Taiwan”) each entered into a multi-year, global licensing agreement with AiBtl BioPharma Inc. (“AIBL”, or the acquired company) for the Company and BioLite Taiwan’s CNS drugs with the indications of MDD (Major Depressive Disorder) and ADHD (Attention Deficit Hyperactivity Disorder) (collectively, the “Licensed Products”). The potential license will cover the Licensed Products’ clinical trial, registration, manufacturing, supply, and distribution rights. The parties are determined to collaborate on the global development of the Licensed Products. The parties are also working to strengthen new drug development and business collaboration, including technology, interoperability, and standards development. As per each of the respective agreements, each of ABVC and BioLite Taiwan received 23 million shares of AIBL stock and as a result, the Company has a controlling interest over AIBL. If certain milestones are met, the Company and BioLite Taiwan are each eligible to receive $3,500,000 and royalties equaling 5% of net sales, up to $100 million. The Company concluded the assets acquired and liabilities assumed did not meet the definition of a business as a limited number of inputs were acquired but no substantive business processes or signs of output were acquired. As such, the acquisition was accounted for as an asset purchase. The purchase consideration was nonmonetary assets (patent) and transfer on November12, 2023. The equity interest transferred to ABVC and BioLite Taiwan on December 15, 2023. Cash and cash equivalents $ - Total assets acquired - Accrued expense (243,888 ) Due to Director (498 ) Total liabilities acquired (243,386 ) Total consideration (Intangible assets) - |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The unaudited interim consolidated financial statements do not include all the information and footnotes required by the U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X. In the opinion of the Company’s management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of March 31, 2024, and results of operations and cash flows for the three months ended March 31, 2024 and 2023. The unaudited interim consolidated balance sheet as of December 31, 2023 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022, and related notes included in the Company’s audited consolidated financial statements. The accompanying unaudited consolidated interim financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America (the “U.S. GAAP”). All significant intercompany transactions and account balances have been eliminated. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The Company’s unaudited financial statements are expressed in U.S. dollars. | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America (the “U.S. GAAP”) and pursuant to the regulations of the Securities and Exchange Commission (the “SEC”). All significant intercompany transactions and account balances have been eliminated. |
Reclassifications of Prior Year Presentation | Reclassifications of Prior Year Presentation Certain prior year unaudited consolidated interim balance sheet and unaudited consolidated cash flow statement amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. | Reclassifications of Prior Year Presentation Certain prior year unaudited consolidated balance sheet and unaudited consolidated cash flow statement amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the amount of revenues and expenses during the reporting periods. Actual results could differ materially from those results. On July 25, 2023, the Company filed a Certificate of Amendment to its Articles of Incorporation authorizing a 1-for-10 reverse stock split of the issued and outstanding shares of its common stock. The Company’s stockholders previously approved the Reverse Stock Split at the Company’s Special Shareholder Meeting held on July 7, 2023. The Reverse Stock Split was effected to reduce the number of issued and outstanding shares and to increase the per share trading value of the Company’s common stock, although that outcome is not guaranteed. In turn, the Company believes that the Reverse Stock Split will enable the Company to restore compliance with certain continued listing standards of NASDAQ Capital Market. All shares and related financial information in this Form 10-Q reflect this 1-for-10 reverse stock split. | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Actual results could differ materially from those results. |
Fair Value Measurements | Fair Value Measurements FASB ASC 820, “Fair Value Measurements” defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. It requires that an entity measure its financial instruments to base fair value on exit price, maximize the use of observable units and minimize the use of unobservable inputs to determine the exit price. It establishes a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy increases the consistency and comparability of fair value measurements and related disclosures by maximizing the use of observable inputs and minimizing the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy prioritizes the inputs into three broad levels based on the reliability of the inputs as follows: ● Level 1 Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available. ● Level 2 Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability. The carrying values of certain assets and liabilities of the Company, such as cash and cash equivalents, restricted cash, accounts receivable, due from related parties, prepaid expenses and other current assets, accounts payable, accrued liabilities, convertible notes payable, and due to related parties approximate fair value due to their relatively short maturities. The carrying value of the Company’s short-term bank loan, convertible notes payable, and accrued interest approximates their fair value as the terms of the borrowing are consistent with current market rates and the duration to maturity is short. The carrying value of the Company’s long-term bank loan approximates fair value because the interest rates approximate market rates that the Company could obtain for debt with similar terms and maturities. | Fair Value Measurements FASB ASC 820, “Fair Value Measurements” defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. It requires that an entity measure its financial instruments to base fair value on exit price, maximize the use of observable units and minimize the use of unobservable inputs to determine the exit price. It establishes a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy increases the consistency and comparability of fair value measurements and related disclosures by maximizing the use of observable inputs and minimizing the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy prioritizes the inputs into three broad levels based on the reliability of the inputs as follows: ● Level 1– Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available. ● Level 2– Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3– Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability. The carrying values of certain assets and liabilities of the Company, such as cash and cash equivalents, restricted cash, accounts receivable, due from related parties, inventory, prepaid expenses and other current assets, accrued expenses and other current liabilities, and due to related parties approximate fair value due to their relatively short maturities. The carrying value of the Company’s short-term bank loans, convertible notes payable, and accrued interest approximates their fair value as the terms of the borrowing are consistent with current market rates and the duration to maturity is short. The carrying value of the Company’s long-term bank loan approximates fair value because the interest rates approximate market rates that the Company could obtain for debt with similar terms and maturities. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers highly liquid investments with maturities of three months or less, when purchased, to be cash equivalents. As of March 31, 2024 and December 31, 2023, the Company’s cash and cash equivalents amounted $30,489 and $60,155, respectively. Some of the Company’s cash deposits are held in financial institutions located in Taiwan where there is currently regulation mandated on obligatory insurance of bank accounts. The Company believes this financial institution is of high credit quality. | Cash and Cash Equivalents The Company considers highly liquid investments with maturities of three months or less to be cash equivalents when purchased. As of December 31, 2023 and 2022, the Company’s cash and cash equivalents amounted to $60,155 and $85,265, respectively. Some of the Company’s cash deposits are held in financial institutions located in Taiwan where there is currently regulation mandated on obligatory insurance of bank accounts. The Company believes this financial institution is of high credit quality. |
Restricted Cash | Restricted Cash Restricted cash primarily consist of certificate of deposits as a collateral of short-term loan held in CTBC Bank. As of March 31, 2024 and December 31, 2023, the Company’s restricted cash amounted $628,513 and $656,625, respectively. | Restricted Cash Restricted cash primarily consist of cash held in a reserve bank account in Taiwan. As of December 31, 2023 and 2022, the Company’s restricted cash amounted $656,625 and $1,306,463, respectively. |
Concentration of Credit Risk | Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments in high quality credit institutions, but these investments may be in excess of Taiwan Central Deposit Insurance Corporation and the U.S. Federal Deposit Insurance Corporation’s insurance limits. The Company does not enter into financial instruments for hedging, trading or speculative purposes. The Company performs ongoing credit evaluation of our customers and requires no collateral. An allowance for doubtful accounts is provided based on a review of the collectability of accounts receivable. The Company determines the amount of allowance for doubtful accounts by examining its historical collection experience and current trends in the credit quality of its customers as well as its internal credit policies. Actual credit losses may differ from our estimates. | Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments in high quality credit institutions, but these investments may be in excess of Taiwan Central Deposit Insurance Corporation and the U.S. Federal Deposit Insurance Corporation’s insurance limits. The Company does not enter into financial instruments for hedging, trading or speculative purposes. We perform ongoing credit evaluation of our customers and requires no collateral. An allowance for doubtful accounts is provided based on a review of the collectability of accounts receivable. We determine the amount of allowance for doubtful accounts by examining its historical collection experience and current trends in the credit quality of its customers as well as its internal credit policies. Actual credit losses may differ from our estimates. |
Concentration of Clients | Concentration of clients As of March 31, 2024, the most major client, specializes in developing and commercializing of dietary supplements and therapeutics in dietary supplement industry, accounted for 87.24% of the Company’s total account receivable. As of December 31, 2023, the most major client, specializes in developing and commercializing of dietary supplements and therapeutics in dietary supplement industry, accounted for 87.24% of the Company’s total account receivable. For the three months ended March 31, 2024, one major client, manufactures a wide range of pharmaceutical products, accounted for 100% of the Company’s total revenues. For the three months ended March 31, 2023, one major client, manufacturing drugs, dietary supplements, and medical products, accounted for 84.78% of the Company’s total revenues. | Concentration of Clients As of December 31, 2023, the most major client, specializes in developing and commercializing of dietary supplements and therapeutics in dietary supplement industry, accounted for 87.24% of the Company’s total account receivable. As of December 31, 2022, the most major clients, specializes in developing and commercializing of dietary supplements and therapeutics in dietary supplement industry, accounted for 71.89% of the Company’s total account receivable; the second major client with its Chairman being the Board of Director of BioKey, accounted for 16.62% of the Company’s total account receivable. For the year ended December 31, 2023, the most major client, distributing nutritional supplement in Asia Pacific, accounted for 80.04% of the Company’s total revenues. For the year ended December 31, 2022, one major client, who is a Shareholder of the Company that works in development and commercialization of new drugs in Taiwan, accounted for 93.22% of the Company’s total revenues. |
Accounts receivable and allowance for expected credit losses accounts | Accounts receivable and allowance for expected credit losses accounts Accounts receivable is recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. The Company make estimates of expected credit and collectability trends for the allowance for credit losses and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of customers, current economic conditions reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. The provision is recorded against accounts receivable balances, with a corresponding charge recorded in the consolidated statements of income. Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. Allowance for expected credit losses accounts was $616,448 and $616,505 as of March 31, 2024 and December 31, 2023, respectively. | Accounts receivable and allowance for expected credit losses accounts Accounts receivable is recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. The Company make estimates of expected credit and collectability trends for the allowance for credit losses and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of customers, current economic conditions reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. The provision is recorded against accounts receivable balances, with a corresponding charge recorded in the consolidated statements of income. Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. Allowance for expected credit losses accounts was $616,505 and $194,957 as of December 31, 2023 and 2022, respectively. |
Revenue Recognition | Revenue Recognition During the fiscal year 2018, the Company adopted Accounting Standards Codification (“ASC”), Topic 606 (ASC 606), Revenue from Contracts with Customers, using the modified retrospective method to all contracts that were not completed as of January 1, 2018, and applying the new revenue standard as an adjustment to the opening balance of accumulated deficit at the beginning of 2018 for the cumulative effect. The results for the Company’s reporting periods beginning on and after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. Based on the Company’s review of existing collaborative agreements as of January 1, 2018, the Company concluded that the adoption of the new guidance did not have a significant change on the Company’s revenue during all periods presented. Pursuant to ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines is within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration the Company is entitled to in exchange for the goods or services the Company transfers to the customers. At inception of the contract, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The following are examples of when the Company recognizes revenue based on the types of payments the Company receives. Collaborative Revenues — As part of the accounting for these arrangements, the Company applies judgment to determine whether the performance obligations are distinct, and develop assumptions in determining the stand-alone selling price for each distinct performance obligation identified in the collaboration agreements. To determine the stand-alone selling price, the Company relies on assumptions which may include forecasted revenues, development timelines, reimbursement rates for R&D personnel costs, discount rates and probabilities of technical and regulatory success. The Company had multiple deliverables under the collaborative agreements, including deliverables relating to grants of technology licenses, regulatory and clinical development, and marketing activities. Estimation of the performance periods of the Company’s deliverables requires the use of management’s judgment. Significant factors considered in management’s evaluation of the estimated performance periods include, but are not limited to, the Company’s experience in conducting clinical development, regulatory and manufacturing activities. The Company reviews the estimated duration of its performance periods under its collaborative agreements on an annually basis, and makes any appropriate adjustments on a prospective basis. Future changes in estimates of the performance period under its collaborative agreements could impact the timing of future revenue recognition. (i) Non-refundable upfront payments If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in an arrangement, the Company recognizes revenue from the related non-refundable upfront payments based on the relative standalone selling price prescribed to the license compared to the total selling price of the arrangement. The revenue is recognized when the license is transferred to the collaboration partners and the collaboration partners are able to use and benefit from the license. To date, the receipt of non-refundable upfront fees was solely for the compensation of past research efforts and contributions made by the Company before the collaborative agreements entered into and it does not relate to any future obligations and commitments made between the Company and the collaboration partners in the collaborative agreements. (ii) Milestone payments The Company is eligible to receive milestone payments under the collaborative agreement with collaboration partners based on achievement of specified development, regulatory and commercial events. Management evaluated the nature of the events triggering these contingent payments, and concluded that these events fall into two categories: (a) events which involve the performance of the Company’s obligations under the collaborative agreement with collaboration partners, and (b) events which do not involve the performance of the Company’s obligations under the collaborative agreement with collaboration partners. The former category of milestone payments consists of those triggered by development and regulatory activities in the territories specified in the collaborative agreements. Management concluded that each of these payments constitute substantive milestone payments. This conclusion was based primarily on the facts that (i) each triggering event represents a specific outcome that can be achieved only through successful performance by the Company of one or more of its deliverables, (ii) achievement of each triggering event was subject to inherent risk and uncertainty and would result in additional payments becoming due to the Company, (iii) each of the milestone payments is non-refundable, (iv) substantial effort is required to complete each milestone, (v) the amount of each milestone payment is reasonable in relation to the value created in achieving the milestone, (vi) a substantial amount of time is expected to pass between the upfront payment and the potential milestone payments, and (vii) the milestone payments relate solely to past performance. Based on the foregoing, the Company recognizes any revenue from these milestone payments in the period in which the underlying triggering event occurs. (iii) Multiple Element Arrangements The Company evaluates multiple element arrangements to determine (1) the deliverables included in the arrangement and (2) whether the individual deliverables represent separate units of accounting or whether they must be accounted for as a combined unit of accounting. This evaluation involves subjective determinations and requires management to make judgments about the individual deliverables and whether such deliverables are separate from other aspects of the contractual relationship. Deliverables are considered separate units of accounting provided that: (i) the delivered item(s) has value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially within its control. In assessing whether an item under a collaboration has standalone value, the Company considers factors such as the research, manufacturing, and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. The Company also considers whether its collaboration partners can use the other deliverable(s) for their intended purpose without the receipt of the remaining element(s), whether the value of the deliverable is dependent on the undelivered item(s), and whether there are other vendors that can provide the undelivered element(s). The Company recognizes arrangement consideration allocated to each unit of accounting when all of the revenue recognition criteria in ASC 606 are satisfied for that particular unit of accounting. In the event that a deliverable does not represent a separate unit of accounting, the Company recognizes revenue from the combined unit of accounting over the Company’s contractual or estimated performance period for the undelivered elements, which is typically the term of the Company’s research and development obligations. If there is no discernible pattern of performance or objectively measurable performance measures do not exist, then the Company recognizes revenue under the arrangement on a straight-line basis over the period the Company is expected to complete its performance obligations. Conversely, if the pattern of performance in which the service is provided to the customer can be determined and objectively measurable performance measures exist, then the Company recognizes revenue under the arrangement using the proportional performance method. Revenue recognized is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the straight-line method or proportional performance method, as applicable, as of the period ending date. At the inception of an arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether: (1) the consideration is commensurate with either the Company’s performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from its performance to achieve the milestone, (2) the consideration relates solely to past performance and (3) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone and the level of effort and investment required to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive. Milestones that are not considered substantive are recognized as earned if there are no remaining performance obligations or over the remaining period of performance, assuming all other revenue recognition criteria are met. (iv) Royalties and Profit Sharing Payments Under the collaborative agreement with the collaboration partners, the Company is entitled to receive royalties on sales of products, which is at certain percentage of the net sales. The Company recognizes revenue from these events based on the revenue recognition criteria set forth in ASC 606. Based on those criteria, the Company considers these payments to be contingent revenues, and recognizes them as revenue in the period in which the applicable contingency is resolved. Revenues Derived from Research and Development Activities Services — Revenues related to research and development and regulatory activities are recognized when the related services or activities are performed, in accordance with the contract terms. The Company typically has only one performance obligation at the inception of a contract, which is to perform research and development services. The Company may also provide its customers with an option to request that the Company provides additional goods or services in the future, such as active pharmaceutical ingredient, API, or IND/NDA/ANDA/510K submissions. The Company evaluates whether these options are material rights at the inception of the contract. If the Company determines an option is a material right, the Company will consider the option a separate performance obligation. If the Company is entitled to reimbursement from its customers for specified research and development expenses, the Company accounts for the related services that it provides as separate performance obligations if it determines that these services represent a material right. The Company also determines whether the reimbursement of research and development expenses should be accounted for as revenues or an offset to research and development expenses in accordance with provisions of gross or net revenue presentation. The Company recognizes the corresponding revenues or records the corresponding offset to research and development expenses as it satisfies the related performance obligations. The Company then determines the transaction price by reviewing the amount of consideration the Company is eligible to earn under the contracts, including any variable consideration. Under the outstanding contracts, consideration typically includes fixed consideration and variable consideration in the form of potential milestone payments. At the start of an agreement, the Company’s transaction price usually consists of the payments made to or by the Company based on the number of full-time equivalent researchers assigned to the project and the related research and development expenses incurred. The Company does not typically include any payments that the Company may receive in the future in its initial transaction price because the payments are not probable. The Company would reassess the total transaction price at each reporting period to determine if the Company should include additional payments in the transaction price. The Company receives payments from its customers based on billing schedules established in each contract. Upfront payments and fees may be recorded as contract liabilities upon receipt or when due, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the right of the Company to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customers and the transfer of the promised goods or services to the customers will be one year or less. | Revenue Recognition During the fiscal year 2018, the Company adopted Accounting Standards Codification (“ASC”), Topic 606 (ASC 606), Revenue from Contracts with Customers, using the modified retrospective method to all contracts that were not completed as of January 1, 2018, and applying the new revenue standard as an adjustment to the opening balance of accumulated deficit at the beginning of 2018 for the cumulative effect. The results for the Company’s reporting periods beginning on and after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. Based on the Company’s review of existing collaborative agreements as of January 1, 2018, the Company concluded that the adoption of the new guidance did not have a significant change on the Company’s revenue during all periods presented. Pursuant to ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines is within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration the Company is entitled to in exchange for the goods or services the Company transfers to the customers. At inception of the contract, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The following are examples of when the Company recognizes revenue based on the types of payments the Company receives. Collaborative Revenues — As part of the accounting for these arrangements, the Company applies judgment to determine whether the performance obligations are distinct, and develop assumptions in determining the stand-alone selling price for each distinct performance obligation identified in the collaboration agreements. To determine the stand-alone selling price, the Company relies on assumptions which may include forecasted revenues, development timelines, reimbursement rates for R&D personnel costs, discount rates and probabilities of technical and regulatory success. The Company had multiple deliverables under the collaborative agreements, including deliverables relating to grants of technology licenses, regulatory and clinical development, and marketing activities. Estimation of the performance periods of the Company’s deliverables requires the use of management’s judgment. Significant factors considered in management’s evaluation of the estimated performance periods include, but are not limited to, the Company’s experience in conducting clinical development, regulatory and manufacturing activities. The Company reviews the estimated duration of its performance periods under its collaborative agreements on an annually basis, and makes any appropriate adjustments on a prospective basis. Future changes in estimates of the performance period under its collaborative agreements could impact the timing of future revenue recognition. (i) Non-refundable upfront payments If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in an arrangement, the Company recognizes revenue from the related non-refundable upfront payments based on the relative standalone selling price prescribed to the license compared to the total selling price of the arrangement. The revenue is recognized when the license is transferred to the collaboration partners and the collaboration partners are able to use and benefit from the license. To date, the receipt of non-refundable upfront fees was solely for the compensation of past research efforts and contributions made by the Company before the collaborative agreements entered into and it does not relate to any future obligations and commitments made between the Company and the collaboration partners in the collaborative agreements. (ii) Milestone payments The Company is eligible to receive milestone payments under the collaborative agreement with collaboration partners based on achievement of specified development, regulatory and commercial events. Management evaluated the nature of the events triggering these contingent payments, and concluded that these events fall into two categories: (a) events which involve the performance of the Company’s obligations under the collaborative agreement with collaboration partners, and (b) events which do not involve the performance of the Company’s obligations under the collaborative agreement with collaboration partners. The former category of milestone payments consists of those triggered by development and regulatory activities in the territories specified in the collaborative agreements. Management concluded that each of these payments constitute substantive milestone payments. This conclusion was based primarily on the facts that (i) each triggering event represents a specific outcome that can be achieved only through successful performance by the Company of one or more of its deliverables, (ii) achievement of each triggering event was subject to inherent risk and uncertainty and would result in additional payments becoming due to the Company, (iii) each of the milestone payments is non-refundable, (iv) substantial effort is required to complete each milestone, (v) the amount of each milestone payment is reasonable in relation to the value created in achieving the milestone, (vi) a substantial amount of time is expected to pass between the upfront payment and the potential milestone payments, and (vii) the milestone payments relate solely to past performance. Based on the foregoing, the Company recognizes any revenue from these milestone payments in the period in which the underlying triggering event occurs. (iii) Multiple Element Arrangements The Company evaluates multiple element arrangements to determine (1) the deliverables included in the arrangement and (2) whether the individual deliverables represent separate units of accounting or whether they must be accounted for as a combined unit of accounting. This evaluation involves subjective determinations and requires management to make judgments about the individual deliverables and whether such deliverables are separate from other aspects of the contractual relationship. Deliverables are considered separate units of accounting provided that: (i) the delivered item(s) has value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially within its control. In assessing whether an item under a collaboration has standalone value, the Company considers factors such as the research, manufacturing, and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. The Company also considers whether its collaboration partners can use the other deliverable(s) for their intended purpose without the receipt of the remaining element(s), whether the value of the deliverable is dependent on the undelivered item(s), and whether there are other vendors that can provide the undelivered element(s). The Company recognizes arrangement consideration allocated to each unit of accounting when all of the revenue recognition criteria in ASC 606 are satisfied for that particular unit of accounting. In the event that a deliverable does not represent a separate unit of accounting, the Company recognizes revenue from the combined unit of accounting over the Company’s contractual or estimated performance period for the undelivered elements, which is typically the term of the Company’s research and development obligations. If there is no discernible pattern of performance or objectively measurable performance measures do not exist, then the Company recognizes revenue under the arrangement on a straight-line basis over the period the Company is expected to complete its performance obligations. Conversely, if the pattern of performance in which the service is provided to the customer can be determined and objectively measurable performance measures exist, then the Company recognizes revenue under the arrangement using the proportional performance method. Revenue recognized is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the straight-line method or proportional performance method, as applicable, as of the period ending date. At the inception of an arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether: (1) the consideration is commensurate with either the Company’s performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from its performance to achieve the milestone, (2) the consideration relates solely to past performance and (3) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone and the level of effort and investment required to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive. Milestones that are not considered substantive are recognized as earned if there are no remaining performance obligations or over the remaining period of performance, assuming all other revenue recognition criteria are met. (iv) Royalties and Profit Sharing Payments Under the collaborative agreement with the collaboration partners, the Company is entitled to receive royalties on sales of products, which is at certain percentage of the net sales. The Company recognizes revenue from these events based on the revenue recognition criteria set forth in ASC 606. Based on those criteria, the Company considers these payments to be contingent revenues, and recognizes them as revenue in the period in which the applicable contingency is resolved. Revenues Derived from Research and Development Activities Services — Revenues related to research and development and regulatory activities are recognized when the related services or activities are performed, in accordance with the contract terms. The Company typically has only one performance obligation at the inception of a contract, which is to perform research and development services. The Company may also provide its customers with an option to request that the Company provides additional goods or services in the future, such as active pharmaceutical ingredient, API, or IND/NDA/ANDA/510K submissions. The Company evaluates whether these options are material rights at the inception of the contract. If the Company determines an option is a material right, the Company will consider the option a separate performance obligation. If the Company is entitled to reimbursement from its customers for specified research and development expenses, the Company accounts for the related services that it provides as separate performance obligations if it determines that these services represent a material right. The Company also determines whether the reimbursement of research and development expenses should be accounted for as revenues or an offset to research and development expenses in accordance with provisions of gross or net revenue presentation. The Company recognizes the corresponding revenues or records the corresponding offset to research and development expenses as it satisfies the related performance obligations. The Company then determines the transaction price by reviewing the amount of consideration the Company is eligible to earn under the contracts, including any variable consideration. Under the outstanding contracts, consideration typically includes fixed consideration and variable consideration in the form of potential milestone payments. At the start of an agreement, the Company’s transaction price usually consists of the payments made to or by the Company based on the number of full-time equivalent researchers assigned to the project and the related research and development expenses incurred. The Company does not typically include any payments that the Company may receive in the future in its initial transaction price because the payments are not probable. The Company would reassess the total transaction price at each reporting period to determine if the Company should include additional payments in the transaction price. The Company receives payments from its customers based on billing schedules established in each contract. Upfront payments and fees may be recorded as advance from customers upon receipt or when due, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the right of the Company to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customers and the transfer of the promised goods or services to the customers will be one year or less. |
Property and Equipment, net | Property and Equipment Property and equipment is carried at cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Expenditures that improve the functionality of the related asset or extend the useful life are capitalized. When property and equipment is retired or otherwise disposed of, the related gain or loss is included in operating income. Leasehold improvements are depreciated on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset. Depreciation is calculated on the straight-line method, including property and equipment under capital leases, generally based on the following useful lives: Estimated Buildings and leasehold improvements 5 ~ 50 Machinery and equipment 5 ~ 10 Office equipment 3 ~ 6 | Property and Equipment, net Property and equipment, net is carried at cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Expenditures that improve the functionality of the related asset or extend the useful life are capitalized. When property and equipment is retired or otherwise disposed of, the related gain or loss is included in operating income. Leasehold improvements are depreciated on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset. Depreciation is calculated on the straight-line method, including property and equipment under capital leases, generally based on the following useful lives: Estimated Life Buildings and leasehold improvements 5 ~ 50 Machinery and equipment 5 ~ 10 Office equipment 3 ~ 6 |
Construction-in-Progress | Construction-in-Progress The Company acquires constructions that constructs certain of its fixed assets. All direct and indirect costs that are related to the construction of fixed assets and incurred before the assets are ready for their intended use are capitalized as construction-in-progress. No depreciation is provided in respect of construction-in-progress. Construction in progress is transferred to specific fixed asset items and depreciation of these assets commences when they are ready for their intended use. | Construction-in-Progress The Company acquires constructions that constructs certain of its fixed assets. All direct and indirect costs that are related to the construction of fixed assets and incurred before the assets are ready for their intended use are capitalized as construction-in-progress. No depreciation is provided in respect of construction-in-progress. Construction in progress is transferred to specific fixed asset items and depreciation of these assets commences when they are ready for their intended use. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. | Impairment of Long-Lived Assets The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. |
Long-term Equity Investment | Long-term Equity Investment The Company acquires the equity investments to promote business and strategic objectives. The Company accounts for non-marketable equity and other equity investments for which the Company does not have control over the investees as: ● Equity method investments when the Company has the ability to exercise significant influence, but not control, over the investee. Its proportionate share of the income or loss is recognized monthly and is recorded in gains (losses) on equity investments. ● Non-marketable cost method investments when the equity method does not apply. Significant judgment is required to identify whether an impairment exists in the valuation of the Company’s non-marketable equity investments, and therefore the Company considers this a critical accounting estimate. Its yearly analysis considers both qualitative and quantitative factors that may have a significant impact on the investee’s fair value. Qualitative analysis of its investments involves understanding the financial performance and near-term prospects of the investee, changes in general market conditions in the investee’s industry or geographic area, and the management and governance structure of the investee. Quantitative assessments of the fair value of its investments are developed using the market and income approaches. The market approach includes the use of comparable financial metrics of private and public companies and recent financing rounds. The income approach includes the use of a discounted cash flow model, which requires significant estimates regarding the investees’ revenue, costs, and discount rates. The Company’s assessment of these factors in determining whether an impairment exists could change in the future due to new developments or changes in applied assumptions. | Long-term Equity Investment The Company acquires the equity investments to promote business and strategic objectives. The Company accounts for non-marketable equity and other equity investments for which the Company does not have control over the investees as: ● Equity method investments when the Company has the ability to exercise significant influence, but not control, over the investee. Its proportionate share of the income or loss is recognized monthly and is recorded in gains (losses) on equity investments. ● Non-marketable cost method investments when the equity method does not apply. Significant judgment is required to identify whether an impairment exists in the valuation of the Company’s non-marketable equity investments, and therefore the Company considers this a critical accounting estimate. Its yearly analysis considers both qualitative and quantitative factors that may have a significant impact on the investee’s fair value. Qualitative analysis of its investments involves understanding the financial performance and near-term prospects of the investee, changes in general market conditions in the investee’s industry or geographic area, and the management and governance structure of the investee. Quantitative assessments of the fair value of its investments are developed using the market and income approaches. The market approach includes the use of comparable financial metrics of private and public companies and recent financing rounds. The income approach includes the use of a discounted cash flow model, which requires significant estimates regarding the investees’ revenue, costs, and discount rates. The Company’s assessment of these factors in determining whether an impairment exists could change in the future due to new developments or changes in applied assumptions. |
Other-Than-Temporary Impairment | Other-Than-Temporary Impairment The Company’s long-term equity investments are subject to a periodic impairment review. Impairments affect earnings as follows: ● Marketable equity securities include the consideration of general market conditions, the duration and extent to which the fair value is below cost, and our ability and intent to hold the investment for a sufficient period of time to allow for recovery of value in the foreseeable future. The Company also considers specific adverse conditions related to the financial health of, and the business outlook for, the investee, which may include industry and sector performance, changes in technology, operational and financing cash flow factors, and changes in the investee’s credit rating. The Company records other-than-temporary impairments on marketable equity securities and marketable equity method investments in gains (losses) on equity investments. ● Non-marketable equity investments based on the Company’s assessment of the severity and duration of the impairment, and qualitative and quantitative analysis of the operating performance of the investee; adverse changes in market conditions and the regulatory or economic environment; changes in operating structure or management of the investee; additional funding requirements; and the investee’s ability to remain in business. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred that is other than temporary and that shall be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method. A loss in value of an investment that is other than a temporary decline shall be recognized. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment. The Company records other-than-temporary impairments for non-marketable cost method investments and equity method investments in gains (losses) on equity investments. Other-than-temporary impairment of equity investments were $0 for the three months ended March 31, 2024 and 2023, respectively. | Other-Than-Temporary Impairment The Company’s long-term equity investments are subject to a periodic impairment review. Impairments affect earnings as follows: ● Marketable equity securities include the consideration of general market conditions, the duration and extent to which the fair value is below cost, and our ability and intent to hold the investment for a sufficient period of time to allow for recovery of value in the foreseeable future. The Company also considers specific adverse conditions related to the financial health of, and the business outlook for, the investee, which may include industry and sector performance, changes in technology, operational and financing cash flow factors, and changes in the investee’s credit rating. The Company records other-than-temporary impairments on marketable equity securities and marketable equity method investments in gains (losses) on equity investments. ● Non-marketable equity investments based on the Company’s assessment of the severity and duration of the impairment, and qualitative and quantitative analysis of the operating performance of the investee; adverse changes in market conditions and the regulatory or economic environment; changes in operating structure or management of the investee; additional funding requirements; and the investee’s ability to remain in business. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred that is other than temporary and that shall be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method. A loss in value of an investment that is other than a temporary decline shall be recognized. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment. The Company records other-than-temporary impairments for non-marketable cost method investments and equity method investments in gains (losses) on equity investments. Other-than-temporary impairments of equity investments were $0 and $0 for the year ended December 31, 2023 and 2022, respectively. |
Goodwill | Goodwill The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. In testing goodwill for impairment, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, the Company performs a two-step impairment test. The Company tests goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. The Company estimates the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share, and general economic conditions. The Company completed the required testing of goodwill for impairment as of March 31, 2024 and December 31, 2023, and determined that goodwill was impaired because of the current financial condition of the Company and the Company’s inability to generate future operating income without substantial sales volume increases, which are highly uncertain. Furthermore, the Company anticipates future cash flows indicate that the recoverability of goodwill is not reasonably assured. | Goodwill The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. In testing goodwill for impairment, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, the Company performs a two-step impairment test. The Company tests goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. The Company estimates the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share, and general economic conditions. The Company completed the required testing of goodwill for impairment as of December 31, 2023, and determined that goodwill was impaired because of the current financial condition of the Company and the Company’s inability to generate future operating income without substantial sales volume increases, which are highly uncertain. Furthermore, the Company anticipates future cash flows indicate that the recoverability of goodwill is not reasonably assured. |
Warrants | Warrants The Company accounts for the convertible notes issued at a discount, by comparing the principal amount and book value, with the calculation of discounted method. The Company assess the discount per month. The amortization period of the promissory note is 18 months. | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The Company determined that upon further review of the warrant agreement, the Public Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
Convertible Notes Payable | Convertible Notes The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. The Company determined that upon further review of the warrant agreement, the Public Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. | Convertible Notes Payable The Company accounts for the convertible notes issued at a discount, by comparing the principal amount and book value, with the calculation of discounted method. The Company assess the discount per month. The amortization period of the promissory note is 18 months. |
Beneficial Conversion Feature | Beneficial Conversion Feature From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. | Beneficial Conversion Feature From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. |
Research and Development Expenses | Research and Development Expenses The Company accounts for the cost of using licensing rights in research and development cost according to ASC Topic 730-10-25-1. This guidance provides that absent alternative future uses the acquisition of product rights to be used in research and development activities must be charged to research and development expenses when incurred. For CDMO business unit, the Company accounts for R&D costs in accordance with Accounting Standards Codification (“ASC”) 730, Research and Development (“ASC 730”). Research and development expenses are charged to expense as incurred unless there is an alternative future use in other research and development projects or otherwise. Research and development expenses are comprised of costs incurred in performing research and development activities, including personnel-related costs, facilities-related overhead, and outside contracted services including clinical trial costs, manufacturing and process development costs for both clinical and preclinical materials, research costs, and other consulting services. Non-refundable advance payment for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. In instances where the Company enters into agreements with third parties to provide research and development services, costs are expensed as services are performed. | Research and Development Expenses The Company accounts for the cost of using licensing rights in research and development cost according to ASC Topic 730-10-25-1. This guidance provides that absent alternative future uses the acquisition of product rights to be used in research and development activities must be charged to research and development expenses when incurred. The Company accounts for R&D costs in accordance with Accounting Standards Codification (“ASC”) 730, Research and Development (“ASC 730”). Research and development expenses are charged to expense as incurred unless there is an alternative future use in other research and development projects or otherwise. Research and development expenses are comprised of costs incurred in performing research and development activities, including personnel-related costs, facilities-related overhead, and outside contracted services including clinical trial costs, manufacturing and process development costs for both clinical and preclinical materials, research costs, and other consulting services. Non-refundable advance payment for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. In instances where the Company enters into agreements with third parties to provide research and development services, costs are expensed as services are performed. |
Post-retirement and post-employment benefits | Post-retirement and post-employment benefits The Company’s subsidiaries in Taiwan adopted the government mandated defined contribution plan pursuant to the Labor Pension Act (the “Act”) in Taiwan. Such labor regulations require that the rate of contribution made by an employer to the Labor Pension Fund per month shall not be less than 6% of the worker’s monthly salaries. Pursuant to the Act, the Company makes monthly contribution equal to 6% of employees’ salaries to the employees’ pension fund. The Company has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits, which were expensed as incurred, were $2,379 and $2,804 for the three months ended March 31, 2024 and 2023, respectively. Other than the above, the Company does not provide any other post-retirement or post-employment benefits. | Post-retirement and post-employment benefits The Company’s subsidiaries in Taiwan adopted the government mandated defined contribution plan pursuant to the Labor Pension Act (the “Act”) in Taiwan. Such labor regulations require that the rate of contribution made by an employer to the Labor Pension Fund per month shall not be less than 6% of the worker’s monthly salaries. Pursuant to the Act, the Company makes monthly contribution equal to 6% of employees’ salaries to the employees’ pension fund. The Company has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits, which were expensed as incurred, were $10,314 and $13,031 for the years ended December 31, 2023 and 2022, respectively. Other than the above, the Company does not provide any other post-retirement or post-employment benefits. |
Stock-based Compensation | Stock-based Compensation The Company measures expense associated with all employee stock-based compensation awards using a fair value method and recognizes such expense in the unaudited consolidated financial statements on a straight-line basis over the requisite service period in accordance with FASB ASC Topic 718 “Compensation-Stock Compensation”. Total employee stock-based compensation expenses were $1,935,755 and $0 for the three months ended March 31, 2024 and 2023, respectively. The Company accounted for stock-based compensation to non-employees in accordance with FASB ASC Topic 718 “Compensation-Stock Compensation” and FASB ASC Topic 505-50 “Equity-Based Payments to Non-Employees” which requires that the cost of services received from non-employees is measured at fair value at the earlier of the performance commitment date or the date service is completed and recognized over the period the service is provided. Total non-employee stock-based compensation expenses were $609,240 and $366,489 for the three months ended March 31, 2024 and 2023, respectively. | Stock-based Compensation The Company measures expense associated with all employee stock-based compensation awards using a fair value method and recognizes such expense in the consolidated financial statements on a straight-line basis over the requisite service period in accordance with FASB ASC Topic 718 “Compensation-Stock Compensation”. Total employee stock-based compensation expenses were $0 and $1,241,930 for the years ended December 31, 2023 and 2022, respectively. The Company accounted for stock-based compensation to non-employees in accordance with FASB ASC Topic 718 “Compensation-Stock Compensation” and FASB ASC Topic 505-50 “Equity-Based Payments to Non-Employees” which requires that the cost of services received from non-employees is measured at fair value at the earlier of the performance commitment date or the date service is completed and recognized over the period the service is provided. Total non-employee stock-based compensation expenses were $1,635,708 and $5,794,848 for the years ended December 31, 2023 and 2022, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability approach which allows the recognition and measurement of deferred tax assets to be based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before the Company is able to realize their benefits, or future deductibility is uncertain. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefits recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer satisfied. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. No significant penalty or interest relating to income taxes has been incurred for the three months ended March 31, 2024 and 2023. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. On December 22, 2017, the SEC issued Staff Accounting Bulletin (“SAB 118”), which provides guidance on accounting for tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate to be included in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provision of the tax laws that were in effect immediately before the enactment of the Tax Act. While the Company is able to make reasonable estimates of the impact of the reduction in corporate rate and the deemed repatriation transition tax, the final impact of the Tax Act may differ from these estimates, due to, among other things, changes in our interpretations and assumptions, additional guidance that may be issued by the I.R.S., and actions the Company may take. The Company is continuing to gather additional information to determine the final impact. | Income Taxes The Company accounts for income taxes using the asset and liability approach which allows the recognition and measurement of deferred tax assets to be based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before the Company is able to realize their benefits, or future deductibility is uncertain. Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefits recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer satisfied. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. No significant penalty or interest relating to income taxes has been incurred for the years ended December 31, 2023 and 2022. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. |
Valuation of Deferred Tax Assets | Valuation of Deferred Tax Assets A valuation allowance is recorded to reduce the Company’s deferred tax assets to the amount that is more likely than not to be realized. In assessing the need for the valuation allowance, management considers, among other things, projections of future taxable income and ongoing prudent and feasible tax planning strategies. If the Company determines that sufficient negative evidence exists, then it will consider recording a valuation allowance against a portion or all of the deferred tax assets in that jurisdiction. If, after recording a valuation allowance, the Company’s projections of future taxable income and other positive evidence considered in evaluating the need for a valuation allowance prove, with the benefit of hindsight, to be inaccurate, it could prove to be more difficult to support the realization of its deferred tax assets. As a result, an additional valuation allowance could be required, which would have an adverse impact on its effective income tax rate and results. Conversely, if, after recording a valuation allowance, the Company determines that sufficient positive evidence exists in the jurisdiction in which the valuation allowance was recorded, it may reverse a portion or all of the valuation allowance in that jurisdiction. In such situations, the adjustment made to the deferred tax asset would have a favorable impact on its effective income tax rate and results in the period such determination was made. | Valuation of Deferred Tax Assets A valuation allowance is recorded to reduce the Company’s deferred tax assets to the amount that is more likely than not to be realized. In assessing the need for the valuation allowance, management considers, among other things, projections of future taxable income and ongoing prudent and feasible tax planning strategies. If the Company determines that sufficient negative evidence exists, then it will consider recording a valuation allowance against a portion or all of the deferred tax assets in that jurisdiction. If, after recording a valuation allowance, the Company’s projections of future taxable income and other positive evidence considered in evaluating the need for a valuation allowance prove, with the benefit of hindsight, to be inaccurate, it could prove to be more difficult to support the realization of its deferred tax assets. As a result, an additional valuation allowance could be required, which would have an adverse impact on its effective income tax rate and results. Conversely, if, after recording a valuation allowance, the Company determines that sufficient positive evidence exists in the jurisdiction in which the valuation allowance was recorded, it may reverse a portion or all of the valuation allowance in that jurisdiction. In such situations, the adjustment made to the deferred tax asset would have a favorable impact on its effective income tax rate and results in the period such determination was made. |
Loss Per Share of Common Stock | Loss Per Share of Common Stock The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share”. Basic loss per share is computed by dividing the net loss by the weighted average number of common stock outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common stock that would have been outstanding if the potential common stock equivalents had been issued and if the additional common stock were dilutive. Diluted earnings per share excludes all dilutive potential shares if their effect is anti-dilutive. | Loss Per Share of Common Stock The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share”. Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. Diluted earnings per share excludes all dilutive potential shares if their effect is anti-dilutive. |
Commitments and Contingencies | Commitments and Contingencies The Company has adopted ASC Topic 450 “Contingencies” subtopic 20, in determining its accruals and disclosures with respect to loss contingencies. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available before financial statements are issued or are available to be issued indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred. | Commitments and Contingencies The Company has adopted ASC Topic 450 “Contingencies” subtopic 20, in determining its accruals and disclosures with respect to loss contingencies. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available before financial statements are issued or are available to be issued indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred. |
Foreign-currency Transactions | Foreign-currency Transactions For the Company’s subsidiaries in Taiwan, the foreign-currency transactions are recorded in New Taiwan dollars (“NTD”) at the rates of exchange in effect when the transactions occur. Gains or losses resulting from the application of different foreign exchange rates when cash in foreign currency is converted into New Taiwan dollars, or when foreign-currency receivables or payables are settled, are credited or charged to income in the year of conversion or settlement. On the balance sheet dates, the balances of foreign-currency assets and liabilities are restated at the prevailing exchange rates and the resulting differences are charged to current income except for those foreign currencies denominated investments in shares of stock where such differences are accounted for as translation adjustments under the Statements of Stockholders’ Equity (Deficit). | Foreign-currency Transactions For the Company’s subsidiaries in Taiwan, the foreign-currency transactions are recorded in New Taiwan dollars (“NTD”) at the rates of exchange in effect when the transactions occur. Gains or losses resulting from the application of different foreign exchange rates when cash in foreign currency is converted into New Taiwan dollars, or when foreign-currency receivables or payables are settled, are credited or charged to income in the year of conversion or settlement. On the balance sheet dates, the balances of foreign-currency assets and liabilities are restated at the prevailing exchange rates and the resulting differences are charged to current income except for those foreign currencies denominated investments in shares of stock where such differences are accounted for as translation adjustments under the Statements of Stockholders’ Equity (Deficit). |
Translation Adjustment | Translation Adjustment The accounts of the Company’s subsidiaries in Taiwan were maintained, and their financial statements were expressed, in New Taiwan Dollar (“NT$”). Such financial statements were translated into U.S. Dollars (“$” or “USD”) in accordance ASC 830, “Foreign Currency Matters”, with the NT$ as the functional currency. According to the Statement, all assets and liabilities are translated at the current exchange rate, stockholder’s deficit are translated at the historical rates and income statement items are translated at an average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income (loss) as a component of stockholders’ equity (deficit). | Translation Adjustment The accounts of the Company’s subsidiaries in Taiwan were maintained, and their financial statements were expressed, in New Taiwan Dollar (“NT$”). Such financial statements were translated into U.S. Dollars (“$” or “USD”) in accordance ASC 830, “Foreign Currency Matters”, with the NT$ as the functional currency. According to the Statement, all assets and liabilities are translated at the current exchange rate, stockholder’s deficit are translated at the historical rates and income statement items are translated at an average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income (loss) as a component of stockholders’ equity (deficit). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company is currently evaluating the impact that the standard will have on its unaudited consolidated financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. Upon adoption of ASU 2020-06, convertible debt, unless issued with a substantial premium or an embedded conversion feature that is not clearly and closely related to the host contract, will no longer be allocated between debt and equity components. This modification will reduce the issue discount and result in less non-cash interest expense in financial statements. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. For contracts in an entity’s own equity, the type of contracts primarily affected by ASU 2020-06 are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and only if adopted as of the beginning of such fiscal year. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements. The Company is currently evaluating the impact that the standards mentioned above will have on its consolidated financial statements. |
Fiscal Year | Fiscal Year The Company changed its fiscal year from the period beginning on October 1st and ending on September 30th to the period beginning on January 1st and ending on December 31st, beginning January 1, 2018. | |
Stock Reverse Split | Stock Reverse Split On July 25, 2023, the Company filed a Certificate of Amendment to its Articles of Incorporation authorizing a 1-for-10 reverse stock split of the issued and outstanding shares of its common stock. The Company’s stockholders previously approved the Reverse Stock Split at the Company’s Special Shareholder Meeting held on July 7, 2023. The Reverse Stock Split was effected to reduce the number of issued and outstanding shares and to increase the per share trading value of the Company’s common stock, although that outcome is not guaranteed. In turn, the Company believes that the Reverse Stock Split will enable the Company to restore compliance with certain continued listing standards of NASDAQ Capital Market. All shares and related financial information in this Form 10-K reflect this 1-for-10 reverse stock split. | |
Inventory | Inventory Inventory consists of raw materials, work-in-process, finished goods, and merchandise. Inventories are stated at the lower of cost or market and valued on a moving weighted average cost basis. Market is determined based on net realizable value. The Company periodically reviews the age and turnover of its inventory to determine whether any inventory has become obsolete or has declined in value, and incurs a charge to operations for known and anticipated inventory obsolescence. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | ||
Schedule of Property and Equipment Under Capital Leases Based on the Following Useful Lives | Depreciation is calculated on the straight-line method, including property and equipment under capital leases, generally based on the following useful lives: Estimated Buildings and leasehold improvements 5 ~ 50 Machinery and equipment 5 ~ 10 Office equipment 3 ~ 6 | |
Schedule of Property and Equipment Under Capital Leases Based on the Following Useful Lives | Depreciation is calculated on the straight-line method, including property and equipment under capital leases, generally based on the following useful lives: Estimated Life Buildings and leasehold improvements 5 ~ 50 Machinery and equipment 5 ~ 10 Office equipment 3 ~ 6 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment as of March 31, 2024 and December 31, 2023 are summarized as follows: March 31, December 31, (Unaudited) Land $ 347,856 $ 363,416 Construction-in-Progress 7,400,000 7,400,000 Buildings and leasehold improvements 2,222,222 2,227,431 Machinery and equipment 1,133,899 1,138,675 Office equipment 167,575 174,797 11,271,552 11,304,319 Less: accumulated depreciation (3,322,402 ) (3,335,041 ) Property and equipment, net $ 7,949,150 $ 7,969,278 | Property and equipment as of December 31, 2023 and 2022 are summarized as follows: December 31, December 31, Land $ 363,416 $ 361,193 Construction-in-Progress 7,400,000 - Buildings and leasehold improvements 2,227,431 2,226,687 Machinery and equipment 1,138,675 1,116,789 Office equipment 174,797 173,766 11,304,319 3,878,435 Less: accumulated depreciation (3,335,041 ) (3,304,457 ) Property and equipment, net $ 7,969,278 $ 573,978 |
Long-Term Investments (Tables)
Long-Term Investments (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Long-Term Investments [Abstract] | ||
Schedule of Ownership Percentages of Each Investee | The ownership percentages of each investee are listed as follows: Ownership percentage March 31, December 31, Accounting Name of related party 2024 2023 treatments Braingenesis Biotechnology Co., Ltd. 0.17 % 0.17 % Cost Method Genepharm Biotech Corporation 0.67 % 0.67 % Cost Method BioHopeKing Corporation 5.90 % 5.90 % Cost Method BioFirst Corporation 18.68 % 18.68 % Equity Method Rgene Corporation 26.65 % 26.65 % Equity Method | The ownership percentages of each investee are listed as follows: Ownership percentage December 31, December 31, Accounting Name of related party 2023 2022 treatments Braingenesis Biotechnology Co., Ltd. 0.17 % 0.17 % Cost Method Genepharm Biotech Corporation 0.67 % 0.67 % Cost Method BioHopeKing Corporation 5.90 % 5.90 % Cost Method BioFirst Corporation 18.68 % 15.51 % Equity Method Rgene Corporation 26.65 % 26.65 % Equity Method |
Schedule of Extent the Investee Relies | The extent the investee relies on the company for its business are summarized as follows: Name of related party The extent the investee relies on the Company for its business Braingenesis Biotechnology Co., Ltd. No specific business relationship Genepharm Biotech Corporation No specific business relationship BioHopeKing Corporation Collaborating with the Company to develop and commercialize drugs BioFirst Corporation Loaned from investee and provides research and development support service Rgene Corporation Collaborating with the Company to develop and commercialize drugs | The extent the investee relies on the company for its business are summarized as follows: Name of related party The extent the investee relies on the Company for its business Braingenesis Biotechnology Co., Ltd. No specific business relationship Genepharm Biotech Corporation No specific business relationship BioHopeKing Corporation Collaborating with the Company to develop and commercialize drugs BioFirst Corporation Loaned from the investee and provides research and development support service Rgene Corporation Collaborating with the Company to develop and commercialize drugs |
Schedule of Long-Term Investment | Long-term investment mainly consists of the following: March 31, December 31, (Unaudited) Non-marketable Cost Method Investments, net Braingenesis Biotechnology Co., Ltd. $ 6,904 $ 7,213 Genepharm Biotech Corporation 21,078 22,021 BioHopeKing Corporation 782,995 818,018 Sub total 810,977 847,252 Equity Method Investments, net BioFirst Corporation 1,663,537 1,680,488 Rgene Corporation - - Total $ 2,474,514 $ 2,527,740 | Long-term investment mainly consists of the following: December 31, December 31, Non-marketable Cost Method Investments, net Braingenesis Biotechnology Co., Ltd. $ 7,213 $ 7,169 Genepharm Biotech Corporation 22,021 21,887 BioHopeKing Corporation 818,018 813,014 Subtotal 847,252 842,070 Equity Method Investments, net BioFirst Corporation (a) 1,680,488 - Rgene Corporation (b) - - Total $ 2,527,740 $ 842,070 |
Schedule of Balance Sheet | Balance Sheets March 31, December 31, (Unaudited) Current Assets $ 1,439,444 $ 1,451,877 Non-current Assets 651,560 686,206 Current Liabilities 2,663,111 2,286,058 Non-current Liabilities 101,908 347,193 Stockholders’ Equity (Deficit) (674,015 ) (495,168 ) March 31, December 31, (Unaudited) Current Assets $ 49,496 $ 50,538 Non-current Assets 238,193 250,716 Current Liabilities 2,535,581 2,591,960 Non-current Liabilities 1,194 811 Shareholders’ Deficit (2,249,086 ) (2,291,517 ) | Balance Sheet December 31, December 31, Current Assets $ 1,451,877 $ 1,543,151 Non-current Assets 686,206 739,472 Current Liabilities 2,286,058 2,663,051 Non-current Liabilities 347,193 103,447 Stockholders’ Equity (495,168 ) (483,874 ) December 31, December 31, Current Assets $ 50,538 $ 68,302 Non-current Assets 250,716 303,893 Current Liabilities 2,591,960 2,478,868 Non-current Liabilities 811 2,441 Shareholders’ Deficit (2,291,517 ) (2,481,309 ) |
Schedule of Statement of Operation | Statement of Operations Three months Ended 2024 2023 (Unaudited) Net sales $ 363 $ - Gross profit 220 - Net loss (203,077 ) (406,233 ) Share of losses from investments accounted for using the equity method - - Three months Ended 2024 2023 (Unaudited) Net sales $ - $ - Gross Profit - - Net loss (56,567 ) (81,842 ) Share of loss from investments accounted for using the equity method - - | Statement of operation Year Ended 2023 2022 Net sales $ 734 $ 30,162 Gross profit 289 8,239 Net loss (1,194,797 ) (1,274,539 ) Share of losses from investments accounted for using the equity method (221,888 ) - Year Ended 2023 2022 Net sales $ - $ - Gross Profit - - Net loss (291,522 ) (1,550,123 ) Share of loss from investments accounted for using the equity method - - |
Schedule of Loss on Investment in Equity Securities | The components of losses on equity investments for each period were as follows: Three months Ended 2024 2023 (Unaudited) Share of equity method investee losses $ - $ - | The components of loss on investment in equity securities for each period were as follows: Year Ended 2023 2022 Share of equity method investee losses $ (221,888 ) $ - |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accrued Expenses and Other Current Liabilities [Abstract] | ||
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of the periods indicated: March 31, December 31, 2024 2023 Accrued research and development expense $ 1,799,583 $ 1,799,583 Accrued compensation and employee benefits 1,061,083 1,184,505 Accrued royalties 262,296 274,028 Others 927,883 438,264 Total $ 4,050,845 $ 3,696,380 | Accrued expenses and other current liabilities consisted of the following as of the periods indicated: December 31, December 31, 2023 2022 Accrued research and development expense $ 1,799,583 $ 1,600,221 Accrued compensation and employee benefits 1,184,505 568,865 Accrued royalties 274,028 272,352 Others 438,264 468,150 Total $ 3,696,380 $ 2,909,587 |
Bank Loans (Tables)
Bank Loans (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Bank Loans [ Abstract] | ||
Schedule of Short-Term Bank Loan | Short-term bank loan consists of the following: March 31, December 31, 2024 2023 (Unaudited) Cathay United Bank $ 234,750 $ 245,250 CTBC Bank 626,000 654,000 Total $ 860,750 $ 899,250 | Short-term bank loans consists of the following: December 31, December 31, 2023 2022 Cathay United Bank $ 245,250 $ 243,750 CTBC Bank 654,000 650,000 Cathay Bank - 1,000,000 Total $ 899,250 $ 1,893,750 |
Related Parties Transactions (T
Related Parties Transactions (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Related Parties Transactions [Abstract] | ||
Schedule of Related Parties of the Company with whom 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 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 Zhewei Xu Shareholder of the Company BioHopeKing Corporation Entity controlled by controlling beneficiary shareholder of ABVC Jaimes Vargas Russman CEO of AiBtl BioPharma Inc 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 BioHopeKing Corporation Entity controlled by controlling beneficiary shareholder of ABVC ABVC BioPharma (HK), Limited An entity 100% owned by Mr. Tsung-Shann Jiang | 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 Eugene Jiang Former President and Chairman 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 Zhewei Xu Shareholder of the Company. BioHopeKing Corporation Entity controlled by controlling beneficiary shareholder of ABVC Jaimes Vargas Russman CEO of AiBtl BioPharma Inc. |
Schedule of Accounts Receivable Due From Related Parties | Accounts receivable due from related parties consisted of the following as of the periods indicated: March 31, December 31, 2024 2023 (Unaudited) Rgene $ 10,463 $ 10,463 Total $ 10,463 $ 10,463 | Accounts receivable due from related parties consisted of the following as of the periods indicated: December 31, December 31, 2023 2022 GenePharm Inc. $ - $ 142,225 Rgene 10,463 615,118 Total $ 10,463 $ 757,343 |
Schedule of Due From Related Parties - Current | Due from related–party - Current March 31, December 31, 2024 2023 (Unaudited) Rgene $ 541,372 $ 541,486 BioFirst 346,565 206,087 Total $ 887,937 $ 747,573 | Due from related party- Current December 31, December 31, 2023 2022 Rgene $ 541,486 $ 513,819 BioFirst 206,087 - Total $ 747,573 $ 513,819 |
Schedule of Due From Related Parties - Non Current | Due from related parties – Non-Current March 31, December 31, 2024 2023 BioFirst (Australia) $ 839,983 $ 839,983 BioHopeKing Corporation 123,363 113,516 Total 963,346 953,499 Less: allowance for expected credit losses accounts (839,983 ) (839,983 ) Net $ 123,363 $ 113,516 | Due from related parties- Non-current December 31, December 31, 2023 2022 BioFirst (Australia) $ 839,983 $ 752,655 BioHopeKing Corporation 113,516 112,822 Total 953,499 865,477 Less: allowance for expected credit losses accounts (839,983 ) - Net $ 113,516 $ 865,477 |
Schedule of Amount Due to Related Parties | Amount due to related parties consisted of the following as of the periods indicated: March 31, December 31, 2024 2023 (Unaudited) The Jiangs $ 152,501 $ 19,789 Due to shareholders 145,858 152,382 Due to a Director 3,613 961 Total $ 301,972 $ 173,132 | Amount due to related parties consisted of the following as of the periods indicated: December 31, December 31, 2023 2022 BioFirst $ - $ 188,753 The Jiangs 19,789 19,789 Due to shareholders 152,382 151,450 Due to a Director 961 - Total $ 173,132 $ 359,992 |
Schedule of Revenue Due From Related Parties - Current | Revenue due from related parties consisted of the following as of the periods indicated: December 31, December 31, 2023 2022 Rgene $ 2,055 $ 904,043 Total $ 2,055 $ 904,043 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Income Taxes [Abstract] | ||
Schedule of Deferred Tax Assets (Liability) | Deferred tax assets (liability) as of March 31, 2024 and December 31, 2023 consist approximately of: March 31, December 31, (Unaudited) Loss on impairment of Assets 644,978 713,223 Net operating loss carryforwards 5,607,804 5,568,391 Operating lease liabilities 213,482 213,482 Operating lease assets (213,482 ) (213,482 ) Deferred tax assets, Gross 6,252,782 6,281,614 Valuation allowance (6,252,782 ) (6,281,614 ) Deferred tax assets, net $ - $ - | Deferred tax assets (liability) as of December 31, 2023 and 2022 consist approximately of: December 31, December 31, 2023 2022 Loss on impairment of Assets 713,223 709,961 Net operating loss carryforwards 5,568,391 5,866,623 Tax credit of investment - - Operating lease liabilities 213,482 213,482 Operating lease assets (213,482 ) (213,482 ) Deferred tax assets, Gross 6,281,614 6,576,584 Valuation allowance (6,281,614 ) (6,459,474 ) Deferred tax assets, net - 117,110 |
Schedule of Income Tax Expense | Income tax expense for the years ended December 31, 2023 and 2022 consisted of the following: Year Ended 2023 2022 Current: Federal $ - $ - State - 2,400 Foreign 140,338 - Total Current $ 140,338 $ 2,400 Deferred: Federal $ - $ - State - - Foreign 115,668 795,378 Total Deferred $ 115,668 $ 795,378 Total provision for income taxes $ 256,006 $ 797,778 |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stock Options [Abstract] | ||
Schedule of Options Issued and Outstanding | Options issued and outstanding as of December 31, 2023, and their activities during the year then ended are as follows: Number of Weighted- Weighted- Aggregate Outstanding as of January 1, 2023 2,587,104 $ 2.79 8.74 $ - Granted - - - - Forfeited - - - - Outstanding as of December 31, 2023 2,587,104 2.79 7.74 $ - Exercisable as of December 31, 2023 2,587,104 2.79 7.74 $ - Vested and expected to vest 2,587,104 $ 2.79 7.74 $ - | Options issued and outstanding as of December 31, 2023, and their activities during the year then ended are as follows: Weighted- Weighted- Average Average Contractual Number of Exercise Life Aggregate Underlying Price Remaining Intrinsic Outstanding as of January 1, 2023 2,587,104 $ 2.79 8.74 - Granted - - - - Forfeited - - - - Outstanding as of December 31, 2023 2,587,104 2.79 7.74 $ - Exercisable as of December 31, 2023 2,587,104 2.79 7.74 $ - Vested and expected to vest 2,587,104 $ 2.79 7.74 $ - |
Schedule of Fair Value of Stock Options Granted | The fair value of stock options granted for the year ended December 31, 2023 was calculated using the Black-Scholes option-pricing model applying the following assumptions: Year ended Risk free interest rate 2.79 % Expected term (in years) 5.00 Dividend yield 0 % Expected volatility 83.86 % | The fair value of stock options granted for the years ended December 31, 2023 and 2022 was calculated using the Black-Scholes option-pricing model applying the following assumptions: Year ended 2022 Risk free interest rate 2.79 % Expected term (in years) 5.00 Dividend yield 0 % Expected volatility 83.86 % |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Loss Per Share [Abstract] | ||
Schedule of Loss Per Share | Basic loss per share is computed by dividing net loss by the weighted-average number of common stock outstanding during the year. Diluted loss per share is computed by dividing net loss by the weighted-average number of common stock and dilutive potential common stock outstanding during the three months ended March 31, 2024 and 2023. For the Three Months Ended March 31, March 31, (Unaudited) Numerator: Net loss attributable to ABVC’s common stockholders $ (3,932,976 ) $ (1,823,695 ) Denominator: Weighted-average shares outstanding: Weighted-average shares outstanding - Basic 9,736,150 3,307,577 Stock options – – Weighted-average shares outstanding - Diluted 9,736,150 3,307,577 Loss per share -Basic $ (0.40 ) $ (0.55 ) -Diluted $ (0.40 ) $ (0.55 ) | Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the years ended December 31, 2023 and 2022. For the Year Ended December 31, December 31, Numerator: Net loss attributable to ABVC’s common stockholders $ (10,856,656 ) $ (16,423,239 ) Denominator: Weighted-average shares outstanding: Weighted-average shares outstanding - Basic 4,335,650 3,166,460 Stock options Weighted-average shares outstanding - Diluted 4,335,650 3,166,460 Loss per share -Basic $ (2.43 ) $ (5.19 ) -Diluted $ (2.43 ) $ (5.19 ) |
Lease (Tables)
Lease (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Lease [Abstract] | ||
Schedule of Operating Leases have Remaining Lease Terms | The Company’s operating leases have remaining lease terms of up to approximately five years. March 31, December 31, (Unaudited) ASSETS Operating lease right-of-use assets $ 708,023 $ 809,283 LIABILITIES Operating lease liabilities (current) 389,870 401,826 Operating lease liabilities (non-current) 318,153 407,457 | The Company’s operating leases have remaining lease terms of up to approximately five years. December 31, December 31, ASSETS Operating lease right-of-use assets $ 809,283 $ 1,161,141 LIABILITIES Operating lease liabilities (current) 401,826 369,314 Operating lease liabilities (non-current) 407,457 791,827 |
Schedule of Company’s Lease Expenses | The following provides details of the Company’s lease expenses: Three Months Ended 2024 2023 (Unaudited) Operating lease expenses $ 98,502 $ 94,299 Three months Ended 2024 2023 (Unaudited) Cash paid for amounts included in the measurement of operating lease liabilities $ 98,502 $ 94,299 March 31, December 31, Weighted Average Remaining Lease Term: Operating leases 1.42 years 1.73 years Weighted Average Discount Rate: Operating leases 1.46 % 1.5 % | The following provides details of the Company’s lease expenses: Year Ended 2023 2022 Operating lease expenses $ 358,576 $ 358,576 Year Ended 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 385,659 $ 358,576 December 31, December 31, Weighted Average Remaining Lease Term: Operating leases 1.73 years 2.48 years Weighted Average Discount Rate: Operating leases 1.5 % 1.49 % |
Schedule of Minimum Future Annual Payments Under Non-Cancellable Leases | The minimum future annual payments under non-cancellable leases during the next five years and thereafter, at rates now in force, are as follows: Operating 2024 (excluding three months ended March 31, 2024) $ 303,008 2025 350,809 2026 56,916 Thereafter - Total future minimum lease payments, undiscounted 710,733 Less: Imputed interest (2,711 ) Present value of future minimum lease payments $ 708,022 | The minimum future annual payments under non-cancellable leases during the next five years and thereafter, at rates now in force, are as follows: Operating leases 2024 $ 404,745 2025 351,352 2026 56,916 2027 - Thereafter - Total future minimum lease payments, undiscounted 813,013 Less: Imputed interest (3,730 ) Present value of future minimum lease payments $ 809,283 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Acquisition [Abstract] | |
Schedule of Acquisition was Accounted for Business Combination | The equity interest transferred to ABVC and BioLite Taiwan on December 15, 2023. Cash and cash equivalents $ - Total assets acquired - Accrued expense (243,888 ) Due to Director (498 ) Total liabilities acquired (243,386 ) Total consideration (Intangible assets) - |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) shares in Millions | Nov. 30, 2023 | Nov. 12, 2023 | Feb. 08, 2019 |
Organization and Description of Business[Line items] | |||
Royalties | $ 3,500,000 | $ 3,500,000 | |
Royalty percentage | 5% | 5% | |
Net Sales | $ 100,000,000 | $ 100,000,000 | |
Merger Agreement [Member] | |||
Organization and Description of Business[Line items] | |||
Aggregate of shares, issued (in Shares) | 23 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Liquidity and Going Concern [Abstract] | |||||
Net loss | $ (3,981,019) | $ (1,897,230) | $ (10,910,288) | $ (16,312,374) | |
Working capital deficit | $ (4,275,781) | 4,839,164 | |||
Net cash from operating activities | $ (473,161) | $ (1,497,633) | $ (4,235,845) | $ (7,398,391) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jul. 25, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | |||||
Cash and cash equivalents | $ 30,489 | $ 60,155 | $ 85,265 | ||
Restricted cash amounted | $ 628,513 | $ 656,625 | |||
Account receivable percentage | 87.24% | 87.24% | |||
Revenue percentage | 100% | 84.78% | |||
Allowance for expected credit losses accounts | $ 616,448 | $ 616,505 | 194,957 | ||
Impairment of equity investments | $ 0 | $ 0 | $ 0 | 0 | |
Labor pension fund per month | 6% | 6% | |||
Monthly contribution of employees salaries | 6% | 6% | |||
Employee benefits expensed as incurred | $ 2,379 | 2,804 | $ 13,031 | 10,314 | |
Employee stock-based compensation expenses | 1,935,755 | 0 | 0 | 1,241,930 | |
Total non-employee stock-based compensation expenses | $ 609,240 | $ 366,489 | $ 1,635,708 | $ 5,794,848 | |
Tax benefit percentage | 50% | 50% | |||
Stock reverse split description | On July 25, 2023, the Company filed a Certificate of Amendment to its Articles of Incorporation authorizing a 1-for-10 reverse stock split of the issued and outstanding shares of its common stock. | ||||
Account receivable percentage | 87.24% | ||||
Total account receivable percentage | 71.89% | ||||
Total revenues percentage | 80.04% | 93.22% | |||
Restricted cash | $ 628,513 | $ 656,625 | $ 1,306,463 | ||
Amortization period of the promissory note | 18 years | ||||
Board of Directors Chairman [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Total account receivable percentage | 16.62% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment Under Capital Leases Based on the Following Useful Lives | Mar. 31, 2024 | Dec. 31, 2023 |
Minimum [Member] | Buildings and leasehold improvements [Member] | ||
Schedule of Property and Equipment Under Capital Leases Based on the Following Useful Lives [Line Items] | ||
Estimated Life | 5 years | 5 years |
Minimum [Member] | Machinery and equipment [Member] | ||
Schedule of Property and Equipment Under Capital Leases Based on the Following Useful Lives [Line Items] | ||
Estimated Life | 5 years | 5 years |
Minimum [Member] | Office equipment [Member] | ||
Schedule of Property and Equipment Under Capital Leases Based on the Following Useful Lives [Line Items] | ||
Estimated Life | 3 years | 3 years |
Maximum [Member] | Buildings and leasehold improvements [Member] | ||
Schedule of Property and Equipment Under Capital Leases Based on the Following Useful Lives [Line Items] | ||
Estimated Life | 50 years | 50 years |
Maximum [Member] | Machinery and equipment [Member] | ||
Schedule of Property and Equipment Under Capital Leases Based on the Following Useful Lives [Line Items] | ||
Estimated Life | 10 years | 10 years |
Maximum [Member] | Office equipment [Member] | ||
Schedule of Property and Equipment Under Capital Leases Based on the Following Useful Lives [Line Items] | ||
Estimated Life | 6 years | 6 years |
Collaborative Agreements (Detai
Collaborative Agreements (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||
Jun. 10, 2022 USD ($) | Aug. 05, 2019 USD ($) shares | Jun. 30, 2019 USD ($) shares | Sep. 30, 2018 USD ($) | Dec. 31, 2017 USD ($) | Sep. 25, 2017 USD ($) | Aug. 15, 2017 USD ($) | Aug. 31, 2016 USD ($) | Aug. 31, 2016 TWD ($) | Jul. 27, 2016 USD ($) | Dec. 24, 2018 USD ($) $ / shares $ / shares shares | Dec. 31, 2015 USD ($) | Mar. 31, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 | Dec. 31, 2018 USD ($) | Dec. 31, 2015 USD ($) | Dec. 31, 2015 TWD ($) | Feb. 23, 2023 shares | Jul. 01, 2022 | Dec. 24, 2018 $ / shares | |||
Collaborative Agreements [Line Items] | ||||||||||||||||||||||||
Data and development percentage | 50% | |||||||||||||||||||||||
Milestone payments royalty percentage | 12% | 12% | ||||||||||||||||||||||
Collaboration revenue | $ 50,000,000 | |||||||||||||||||||||||
Cash equivalent | $ 1,640,000 | $ 100,000,000 | $ 1,640,000 | |||||||||||||||||||||
Value of new shares issued | $ 10,698 | [1] | $ 7,940 | [1] | $ 3,286 | |||||||||||||||||||
Common stock price (in New Dollars per share) | $ / shares | $ 50 | |||||||||||||||||||||||
Common stock per share price | (per share) | $ 1.64 | $ 0.001 | [1] | $ 0.001 | [1] | $ 0.001 | $ 50 | |||||||||||||||||
Equity method long term investment (in Shares) | shares | 1,530,000 | |||||||||||||||||||||||
Recognized investment loss | $ (7,446) | $ 549 | ||||||||||||||||||||||
Service agreement eligibility amount | $ 3,000,000 | |||||||||||||||||||||||
Milestone regulatory payment amount period | 3 years | |||||||||||||||||||||||
Loan amount | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||
Percentage of working capital convertible loan | 5% | 5% | ||||||||||||||||||||||
Fixed conversion price equal (in Dollars per share) | $ / shares | $ 1 | |||||||||||||||||||||||
Shares issued (in Shares) | shares | 5,291,667 | |||||||||||||||||||||||
Percentage of net sales | 5% | |||||||||||||||||||||||
Agreement percentage | 15% | 10% | 5% | |||||||||||||||||||||
Outstanding amount (in Shares) | shares | 5,000,000 | |||||||||||||||||||||||
Conversion of shares, description | 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. | |||||||||||||||||||||||
BioLite Taiwan [Member] | ||||||||||||||||||||||||
Collaborative Agreements [Line Items] | ||||||||||||||||||||||||
Collaboration revenue | $ 50,000,000 | 50,000,000 | ||||||||||||||||||||||
Cash equivalent | 1,600,000 | $ 1,640,000 | 1,600,000 | |||||||||||||||||||||
Outstanding amount (in Shares) | shares | 5,000,000 | |||||||||||||||||||||||
BHK Co-Development Agreement [Member] | ||||||||||||||||||||||||
Collaborative Agreements [Line Items] | ||||||||||||||||||||||||
Milestone payment | $ 31,649,000 | $ 10,000,000 | ||||||||||||||||||||||
Description of payment settlement | ●Upon the signing of the BHK Co-Development Agreement: $1 million, or 10% of total payment ●Upon the first Investigational New Drug (IND) submission and BioLite Taiwan will deliver all data to BHK according to FDA Reviewing requirement: $1 million, or 10% of total payment ●At the completion of first phase II clinical trial: $1 million, or 10% of total payment ●At the initiation of phase III of clinical trial research: $3 million, or 30% of total payment ●Upon the New Drug Application (NDA) submission: $4 million, or 40% of total payment | ●Upon the signing of the BHK Co-Development Agreement: $1 million, or 10% of total payment ● Upon the first Investigational New Drug (IND) submission and BioLite Taiwan will deliver all data to BHK according to FDA Reviewing requirement: $1 million, or 10% of total payment ● At the completion of first phase II clinical trial: $1 million, or 10% of total payment ● At the initiation of phase III of clinical trial research: $3 million, or 30% of total payment ● Upon the New Drug Application (NDA) submission: $4 million, or 40% of total payment | ||||||||||||||||||||||
Upfront cash payment | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||
Data and development percentage | 10% | |||||||||||||||||||||||
Total cash amount | $ 1,000,000 | $ 10,000,000 | ||||||||||||||||||||||
Co-Dev Agreement [Member] | ||||||||||||||||||||||||
Collaborative Agreements [Line Items] | ||||||||||||||||||||||||
Data and development percentage | 50% | 50% | ||||||||||||||||||||||
Cash amount | $ 3,000,000 | |||||||||||||||||||||||
Addition cash payment | $ 3,000,000 | $ 3,000,000 | ||||||||||||||||||||||
Additional paid-in capital | $ 3,000,000 | |||||||||||||||||||||||
Cash received | 450,000 | |||||||||||||||||||||||
Rgene Corporation [Member] | ||||||||||||||||||||||||
Collaborative Agreements [Line Items] | ||||||||||||||||||||||||
Value of new shares issued | $ 2,550,000 | |||||||||||||||||||||||
Collaborative Agreement [Member] | ||||||||||||||||||||||||
Collaborative Agreements [Line Items] | ||||||||||||||||||||||||
Data and development percentage | 50% | 50% | ||||||||||||||||||||||
Total cash amount | $ 3,000,000 | |||||||||||||||||||||||
Cash amount | $ 3,000,000 | $ 3,000,000 | ||||||||||||||||||||||
Licensing rights | $ 3,000,000 | |||||||||||||||||||||||
Research and development expense | $ 3,000,000 | |||||||||||||||||||||||
BioFirst Corporation Purchase Agreement [Member] | ||||||||||||||||||||||||
Collaborative Agreements [Line Items] | ||||||||||||||||||||||||
Shares issued (in Shares) | shares | 414,702 | 428,571 | ||||||||||||||||||||||
Common stock consideration | $ 2,902,911 | $ 3,000,000 | ||||||||||||||||||||||
Rgene Corporation [Member] | ||||||||||||||||||||||||
Collaborative Agreements [Line Items] | ||||||||||||||||||||||||
Ownership percentage | 26.65% | 26.65% | 26.65% | |||||||||||||||||||||
Ownership percentage | 12.80% | |||||||||||||||||||||||
Rgene Corporation [Member] | Service Agreements [Member] | ||||||||||||||||||||||||
Collaborative Agreements [Line Items] | ||||||||||||||||||||||||
Ownership percentage | 31.62% | 31.62% | ||||||||||||||||||||||
Rgene Corporation [Member] | Co-Dev Agreement [Member] | ||||||||||||||||||||||||
Collaborative Agreements [Line Items] | ||||||||||||||||||||||||
Ownership percentage | 6.40% | 6.40% | ||||||||||||||||||||||
Rgene Studies [Member] | ||||||||||||||||||||||||
Collaborative Agreements [Line Items] | ||||||||||||||||||||||||
Ownership percentage | 20% | |||||||||||||||||||||||
Rgene [Member] | ||||||||||||||||||||||||
Collaborative Agreements [Line Items] | ||||||||||||||||||||||||
Common stock per share price | $ / shares | $ 1.6 | |||||||||||||||||||||||
[1] Prior period results have been adjusted to reflect the 1-for-10 reverse stock split effected on July 25, 2023. |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property and Equipment [Line Items] | ||||
Amouunt of valuation property | $ 37,000,000 | $ 37,000,000 | ||
Value of acquired amount | $ 7,400,000 | $ 7,400,000 | ||
Aggregate shares (in Shares) | 370,000 | 370,000 | ||
Share price (in Dollars per share) | $ 20 | $ 20 | ||
Depreciation expenses | $ 1,286 | $ 6,493 | $ 28,531 | $ 23,799 |
Land with book value | $ 11,271,552 | $ 11,304,319 | 3,878,435 | |
Construction in Progress [Member] | ||||
Property and Equipment [Line Items] | ||||
Ownership percentage | 20% | 20% | ||
Land with book value | $ 7,400,000 | $ 7,400,000 | ||
Land [Member] | ||||
Property and Equipment [Line Items] | ||||
Land with book value | $ 347,856 | $ 363,416 | $ 361,193 | |
Zhonghui [Member] | ||||
Property and Equipment [Line Items] | ||||
Ownership percentage | 20% | 20% |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Property and Equipment [Line Items] | |||
Property and equipment, gross | $ 11,271,552 | $ 11,304,319 | $ 3,878,435 |
Less: accumulated depreciation | (3,322,402) | (3,335,041) | (3,304,457) |
Property and equipment, net | 7,949,150 | 7,969,278 | 573,978 |
Land [Member] | |||
Schedule of Property and Equipment [Line Items] | |||
Property and equipment, gross | 347,856 | 363,416 | 361,193 |
Construction-in-Progress [Member] | |||
Schedule of Property and Equipment [Line Items] | |||
Property and equipment, gross | 7,400,000 | 7,400,000 | |
Buildings and Leasehold Improvements [Member] | |||
Schedule of Property and Equipment [Line Items] | |||
Property and equipment, gross | 2,222,222 | 2,227,431 | 2,226,687 |
Machinery and Equipment [Member] | |||
Schedule of Property and Equipment [Line Items] | |||
Property and equipment, gross | 1,133,899 | 1,138,675 | 1,116,789 |
Office Equipment [Member] | |||
Schedule of Property and Equipment [Line Items] | |||
Property and equipment, gross | $ 167,575 | $ 174,797 | $ 173,766 |
Long-Term Investments (Details)
Long-Term Investments (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Oct. 30, 2020 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 23, 2023 | |
Long-Term Investments [Line Items] | |||||
Percentage of common stock shares | 26.65% | 26.65% | 26.65% | ||
Aggregate amount (in Dollars) | $ 2,688,578 | $ 2,688,578 | |||
Prepayment amount (in Dollars) | $ 1,895,556 | ||||
Converted shares (in Shares) | 994,450 | 994,450 | |||
Shares issued (in Shares) | 5,291,667 | ||||
Converted amount (in Dollars) | $ 1,090,361 | $ 1,895,556 | |||
BioFirst Corporation [Member] | |||||
Long-Term Investments [Line Items] | |||||
Percentage of common stock shares | 18.68% | 18.68% | 15.51% | ||
Shares issued (in Shares) | 1,124,842 | 1,124,842 |
Long-Term Investments (Detail_2
Long-Term Investments (Details) - Schedule of Ownership Percentages of Each Investee | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Braingenesis Biotechnology Co., Ltd. [Member] | |||
Schedule of Ownership Percentages of Each Investee [Line Items] | |||
Ownership percentage | 0.17% | 0.17% | 0.17% |
Accounting treatments | Cost Method | Cost Method | |
Genepharm Biotech Corporation [Member] | |||
Schedule of Ownership Percentages of Each Investee [Line Items] | |||
Ownership percentage | 0.67% | 0.67% | 0.67% |
Accounting treatments | Cost Method | Cost Method | |
BioHopeKing Corporation [Member] | |||
Schedule of Ownership Percentages of Each Investee [Line Items] | |||
Ownership percentage | 5.90% | 5.90% | 5.90% |
Accounting treatments | Cost Method | Cost Method | |
BioFirst Corporation [Member] | |||
Schedule of Ownership Percentages of Each Investee [Line Items] | |||
Ownership percentage | 18.68% | 18.68% | 15.51% |
Accounting treatments | Equity Method | Equity Method | |
Rgene Corporation [Member] | |||
Schedule of Ownership Percentages of Each Investee [Line Items] | |||
Ownership percentage | 26.65% | 26.65% | 26.65% |
Accounting treatments | Equity Method | Equity Method |
Long-Term Investments (Detail_3
Long-Term Investments (Details) - Schedule of Extent the Investee Relies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Braingenesis Biotechnology Co., Ltd. [Member] | ||
Schedule of Extent the Investee Relies [Line Items] | ||
Relationship with the Company and its subsidiaries, description | No specific business relationship | No specific business relationship |
Genepharm Biotech Corporation [Member] | ||
Schedule of Extent the Investee Relies [Line Items] | ||
Relationship with the Company and its subsidiaries, description | No specific business relationship | No specific business relationship |
BioHopeKing Corporation [Member] | ||
Schedule of Extent the Investee Relies [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Collaborating with the Company to develop and commercialize drugs | Collaborating with the Company to develop and commercialize drugs |
BioFirst Corporation [Member] | ||
Schedule of Extent the Investee Relies [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Loaned from investee and provides research and development support service | Loaned from the investee and provides research and development support service |
Rgene Corporation [Member] | ||
Schedule of Extent the Investee Relies [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Collaborating with the Company to develop and commercialize drugs | Collaborating with the Company to develop and commercialize drugs |
Long-Term Investments (Detail_4
Long-Term Investments (Details) - Schedule of Long-Term Investment - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Long-Term Investment [Line Items] | |||
Non-marketable Cost Method Investments, net | $ 810,977 | $ 847,252 | $ 842,070 |
Equity Method Investments, net | 2,474,514 | 2,527,740 | 842,070 |
Braingenesis Biotechnology Co., Ltd. [Member] | |||
Schedule of Long-Term Investment [Line Items] | |||
Non-marketable Cost Method Investments, net | 6,904 | 7,213 | 7,169 |
Genepharm Biotech Corporation [Member] | |||
Schedule of Long-Term Investment [Line Items] | |||
Non-marketable Cost Method Investments, net | 21,078 | 22,021 | 21,887 |
BioHopeKing Corporation [Member] | |||
Schedule of Long-Term Investment [Line Items] | |||
Non-marketable Cost Method Investments, net | 782,995 | 818,018 | 813,014 |
BioFirst Corporation [Member] | |||
Schedule of Long-Term Investment [Line Items] | |||
Equity Method Investments, net | 1,663,537 | 1,680,488 | |
Rgene Corporation [Member] | |||
Schedule of Long-Term Investment [Line Items] | |||
Equity Method Investments, net |
Long-Term Investments (Detail_5
Long-Term Investments (Details) - Schedule of Balance Sheet - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
BioFirst [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Current Assets | $ 1,439,444 | $ 1,451,877 | $ 1,543,151 |
Non-current Assets | 651,560 | 686,206 | 739,472 |
Current Liabilities | 2,663,111 | 2,286,058 | 2,663,051 |
Non-current Liabilities | 101,908 | 347,193 | 103,447 |
Stockholders’ Equity | (674,015) | (495,168) | (483,874) |
Rgene [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Current Assets | 49,496 | 50,538 | 68,302 |
Non-current Assets | 238,193 | 250,716 | 303,893 |
Current Liabilities | 2,535,581 | 2,591,960 | 2,478,868 |
Non-current Liabilities | 1,194 | 811 | 2,441 |
Stockholders’ Equity | $ (2,249,086) | $ (2,291,517) | $ (2,481,309) |
Long-Term Investments (Detail_6
Long-Term Investments (Details) - Schedule of Statement of Operation - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
BioFirst [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net sales | $ 363 | $ 734 | $ 30,162 | |
Gross profit | 220 | 289 | 8,239 | |
Net loss | (203,077) | (406,233) | (1,194,797) | (1,274,539) |
Share of losses from investments accounted for using the equity method | (221,888) | |||
Rgene [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net sales | ||||
Gross profit | ||||
Net loss | (56,567) | (81,842) | (291,522) | (1,550,123) |
Share of losses from investments accounted for using the equity method |
Long-Term Investments (Detail_7
Long-Term Investments (Details) - Schedule of Loss on Investment in Equity Securities - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Loss On Investment In Equity Securities Abstract | ||||
Share of equity method investee losses | $ (221,888) |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Feb. 29, 2024 | Feb. 06, 2024 | Jan. 17, 2024 | Nov. 17, 2023 | Sep. 12, 2023 | Feb. 23, 2023 | Oct. 30, 2020 | Feb. 23, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 23, 2024 | Mar. 31, 2023 | |
Convertible Notes Payable [Line Items] | |||||||||||||
Common stock at an initial conversion price (in Dollars per share) | $ 1 | $ 3.5 | $ 2 | ||||||||||
Shares of common stock (in Shares) | 5,291,667 | 5,291,667 | |||||||||||
Initial exercise price (in Dollars per share) | $ 2 | $ 2 | |||||||||||
Outstanding principal amount | $ 308,650.58 | ||||||||||||
Percentage of average amount | 90% | ||||||||||||
Percentage of cash premium | 5% | 5% | |||||||||||
Percentage of outstanding principal amount | 115% | ||||||||||||
Market capitalization | $ 12,500,000 | $ 12,500,000 | |||||||||||
Warrant exercise price (in Dollars per share) | $ 2 | $ 3.5 | |||||||||||
Convertible note in principal amount | $ 1,000,000 | $ 1,200,000 | |||||||||||
Conversion price (in Dollars per share) | $ 1 | ||||||||||||
Purchase warrant term | 5 years | 5 years | 5 years | ||||||||||
Fair value of warrants | $ 480,795 | $ 1,225,543 | $ 394,071 | ||||||||||
Conversion price per share (in Dollars per share) | $ 1 | $ 2 | |||||||||||
Purchase price amount | $ 833,333 | ||||||||||||
Purchase warrant to purchase | $ 1,000,000 | ||||||||||||
Interest expenses | |||||||||||||
Convertible note payable | 1,200,000 | ||||||||||||
Pay lind an amount | 1,200,000 | 3,704,167 | $ 3,704,167 | $ 346,565 | |||||||||
Convertible debentures [Member] | |||||||||||||
Convertible Notes Payable [Line Items] | |||||||||||||
Accrued convertible interest | $ 842,567 | ||||||||||||
Lind Global Fund II, LP [Member] | |||||||||||||
Convertible Notes Payable [Line Items] | |||||||||||||
Principal amount | 3,704,167 | 3,704,167 | |||||||||||
Purchase price | $ 3,175,000 | $ 3,175,000 | |||||||||||
Common stock at an initial conversion price (in Dollars per share) | $ 1.05 | $ 1.05 | |||||||||||
Lind Warrant [Member] | |||||||||||||
Convertible Notes Payable [Line Items] | |||||||||||||
Initial exercise price (in Dollars per share) | $ 1.05 | $ 1.05 | |||||||||||
Convertible Note [Member] | |||||||||||||
Convertible Notes Payable [Line Items] | |||||||||||||
Purchase price | $ 1,000,000 | ||||||||||||
Shares of common stock (in Shares) | 1,000,000 | ||||||||||||
Percentage of average amount | 90% | 90% | 90% | ||||||||||
Percentage of outstanding principal amount | 120% | 120% | |||||||||||
Conversion price (in Dollars per share) | $ 3.5 | ||||||||||||
Exercise price (in Dollars per share) | $ 2 | ||||||||||||
Convertible debenture | $ 569,456 | $ 0 | $ 569,456 | $ 0 | |||||||||
Accrued convertible interest | 0 | 0 | |||||||||||
Interest expenses | $ 672,016 | 2,412,951 | $ 0 | ||||||||||
Convertible note payable | $ 31,587 | ||||||||||||
Pay lind an amount | $ 308,650.58 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Convertible Notes Payable [Line Items] | |||||||||||||
Shares of common stock (in Shares) | 703,495 | ||||||||||||
Percentage of average amount | 90% | ||||||||||||
Warrant exercise price (in Dollars per share) | $ 2 | ||||||||||||
Conversion price (in Dollars per share) | $ 3.5 | ||||||||||||
Conversion price per share (in Dollars per share) | $ 1 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Accrued Expenses and Other Current Liabilities [Abstract] | |||
Accrued research and development expense | $ 1,799,583 | $ 1,799,583 | $ 1,600,221 |
Accrued compensation and employee benefits | 1,061,083 | 1,184,505 | |
Accrued royalties | 262,296 | 274,028 | 272,352 |
Others | 927,883 | 438,264 | 468,150 |
Total | $ 4,050,845 | $ 3,696,380 | $ 2,909,587 |
Bank Loans (Details)
Bank Loans (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Sep. 06, 2022 USD ($) | Feb. 01, 2019 | Jan. 21, 2019 USD ($) | Jan. 08, 2019 USD ($) | Jun. 12, 2017 USD ($) | Jul. 19, 2017 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2024 TWD ($) | Nov. 17, 2023 USD ($) | Sep. 06, 2023 USD ($) | Sep. 06, 2023 TWD ($) | Feb. 23, 2023 USD ($) | Sep. 06, 2022 TWD ($) | Jun. 16, 2022 | Oct. 31, 2021 USD ($) | Sep. 24, 2021 USD ($) | Dec. 03, 2020 USD ($) | Oct. 03, 2020 USD ($) | Apr. 08, 2020 USD ($) | Jul. 19, 2017 TWD ($) | Jun. 12, 2017 TWD ($) | Jun. 28, 2016 USD ($) | Jun. 28, 2016 TWD ($) | |
Bank Loans [Line Items] | ||||||||||||||||||||||||||
Credit limit amount | $ 327,000 | $ 327,000 | $ 10,000,000 | $ 10,000,000 | ||||||||||||||||||||||
Interest rate of loan | 5% | |||||||||||||||||||||||||
Principal amount | $ 346,565 | $ 1,200,000 | $ 3,704,167 | |||||||||||||||||||||||
Interest expenses | $ 1,736 | $ 10,209 | ||||||||||||||||||||||||
Principal amount | $ 650,000 | $ 350,000 | $ 350,000 | |||||||||||||||||||||||
Outstanding loan | $ 1,000,000 | |||||||||||||||||||||||||
Interest expenses | 684,683 | $ 56,663 | $ 2,493,340 | $ 293,968 | ||||||||||||||||||||||
Loan Agreement [Member] | ||||||||||||||||||||||||||
Bank Loans [Line Items] | ||||||||||||||||||||||||||
Loan agreement and note amount not exceeding | $ 500,000 | |||||||||||||||||||||||||
Cathay United Bank [Member] | ||||||||||||||||||||||||||
Bank Loans [Line Items] | ||||||||||||||||||||||||||
Credit limit amount | $ 245,250 | $ 234,750 | $ 7,500,000 | |||||||||||||||||||||||
Interest rate of loan | 1.31% | 1.31% | 1.31% | 1.31% | ||||||||||||||||||||||
Principal amount | $ 234,750 | $ 7,500,000 | ||||||||||||||||||||||||
Debt instrument term | 1 year | |||||||||||||||||||||||||
Effective interest rate | 2.87% | 2.92% | 2.87% | 2.67% | 2.87% | |||||||||||||||||||||
Interest expenses | $ 1,736 | $ 1,649 | ||||||||||||||||||||||||
Interest expenses | $ 6,856 | $ 5,960 | ||||||||||||||||||||||||
Cathay United Bank [Member] | Loan Agreement [Member] | ||||||||||||||||||||||||||
Bank Loans [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 245,250 | |||||||||||||||||||||||||
Cathay Bank [Member] | ||||||||||||||||||||||||||
Bank Loans [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 1,000,000 | 234,750 | $ 7,500,000 | $ 245,250 | $ 7,500,000 | |||||||||||||||||||||
Loan recieved | $ 500,000 | |||||||||||||||||||||||||
Bear interest rate | 1% | 5% | ||||||||||||||||||||||||
Principal amount | $ 650,000 | |||||||||||||||||||||||||
Outstanding loan | $ 0 | $ 0 | $ 1,000,000 | |||||||||||||||||||||||
Effective interest rates | 0% | 0% | 8% | |||||||||||||||||||||||
Interest expenses | $ 10,209 | $ 46,957 | ||||||||||||||||||||||||
CTBC Bank [Member] | ||||||||||||||||||||||||||
Bank Loans [Line Items] | ||||||||||||||||||||||||||
Credit limit amount | $ 313,000 | $ 313,000 | $ 10,000,000 | $ 10,000,000 | ||||||||||||||||||||||
Interest rate of loan | 2.50% | 2.50% | ||||||||||||||||||||||||
Debt instrument term | 1 year | 1 year | ||||||||||||||||||||||||
Interest expenses | $ 3,964 | $ 3,831 | ||||||||||||||||||||||||
Maturity date | Jan. 19, 2018 | Jan. 19, 2018 | ||||||||||||||||||||||||
Interest expenses | $ 15,610 | $ 12,220 | ||||||||||||||||||||||||
Loan Agreement [Member] | ||||||||||||||||||||||||||
Bank Loans [Line Items] | ||||||||||||||||||||||||||
Loan agreement and note amount not exceeding | $ 500,000 | |||||||||||||||||||||||||
Maximum [Member] | Cathay Bank [Member] | ||||||||||||||||||||||||||
Bank Loans [Line Items] | ||||||||||||||||||||||||||
Line of credit | $ 1,000,000 | |||||||||||||||||||||||||
Minimum [Member] | Cathay Bank [Member] | ||||||||||||||||||||||||||
Bank Loans [Line Items] | ||||||||||||||||||||||||||
Line of credit | $ 650,000 |
Bank Loans (Details) - Schedule
Bank Loans (Details) - Schedule of Short-Term Bank Loan - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Short-Term Bank Loan [Line Items] | |||
Total | $ 860,750 | $ 899,250 | $ 1,893,750 |
Cathay Bank [Member] | |||
Schedule of Short-Term Bank Loan [Line Items] | |||
Total | 234,750 | 245,250 | 1,000,000 |
CTBC Bank [Member] | |||
Schedule of Short-Term Bank Loan [Line Items] | |||
Total | $ 626,000 | $ 654,000 | $ 650,000 |
Related Parties Transactions (D
Related Parties Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jul. 27, 2021 | Jul. 01, 2020 | Jun. 16, 2022 | Mar. 31, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 17, 2023 | Mar. 31, 2023 | Feb. 23, 2023 | Dec. 01, 2021 | Sep. 07, 2021 | |
Related Parties Transactions [Line items] | ||||||||||||
Loans bear interest rate | 5% | |||||||||||
Additional working capital percentage | 6.40% | |||||||||||
Conversion price, description | 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 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. | ||||||||||
Outstanding loan balance | $ 500,000 | $ 500,000 | ||||||||||
Accrued interest | 38,819 | 38,819 | $ 13,819 | |||||||||
Due from BHK | 123,363 | 113,516 | 112,822 | |||||||||
Principal amount | 346,565 | $ 1,200,000 | $ 3,704,167 | |||||||||
Outstanding balance amount | 147,875 | 188,753 | ||||||||||
Outstanding principal and accrued interest | 145,858 | 152,382 | 151,450 | |||||||||
Interest expenses | $ 5,938 | $ 4,896 | ||||||||||
Balance of outstanding loans | 1,000,000 | |||||||||||
Loan agreement amount | 507,000 | |||||||||||
Interest rate | 6.50% | |||||||||||
Expected credit losses | $ 953,499 | 865,477 | ||||||||||
Interest expenses | 40,878 | |||||||||||
Interest expenses | $ 20,094 | 21,378 | ||||||||||
Bear Interest Rate [Member] | ||||||||||||
Related Parties Transactions [Line items] | ||||||||||||
Loan agreement, description | The advances bear interest rate of 12% per annum. | The advances bear interest rate from 12% to 13.6224% per annum. | ||||||||||
BHK Co Development Agreement [Member] | ||||||||||||
Related Parties Transactions [Line items] | ||||||||||||
Loan agreement, description | 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. | 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. | ||||||||||
Jiangs [Member] | ||||||||||||
Related Parties Transactions [Line items] | ||||||||||||
Outstanding balance amount | $ 152,501 | $ 19,789 | 19,789 | |||||||||
Rgene [Member] | ||||||||||||
Related Parties Transactions [Line items] | ||||||||||||
Other receivables | 2,667 | |||||||||||
Outstanding loan balance | 541,486 | 513,819 | ||||||||||
BioFirst (Australia) [Member] | ||||||||||||
Related Parties Transactions [Line items] | ||||||||||||
Expected credit losses | 839,983 | 752,655 | ||||||||||
Related Party [Member] | ||||||||||||
Related Parties Transactions [Line items] | ||||||||||||
Other receivables | 2,553 | 2,667 | ||||||||||
Outstanding loan balance | 887,937 | 747,573 | 513,819 | |||||||||
Fees paid | 301,972 | 173,132 | 359,992 | |||||||||
Balance of outstanding loans | 500,000 | 500,000 | ||||||||||
Expected credit losses | $ 963,346 | $ 953,499 | ||||||||||
BioFirst [Member] | ||||||||||||
Related Parties Transactions [Line items] | ||||||||||||
Loan agreement, description | BioFirst which bears interest at 12% per annum for the use of working capital | The advances bear interest 1% per month (or equivalent to 12% per annum). | ||||||||||
Outstanding loan balance | $ 346,565 | $ 206,087 | ||||||||||
Accrued interest | 0 | 0 | ||||||||||
Maturity date | Nov. 30, 2022 | |||||||||||
Due to a Director [Member] | ||||||||||||
Related Parties Transactions [Line items] | ||||||||||||
Fees paid | $ 3,613 | $ 961 | 961 | $ 3,613 | ||||||||
Several Loan Agreements [Member] | AUSTRALIA | ||||||||||||
Related Parties Transactions [Line items] | ||||||||||||
Outstanding balance amount | $ 25,500 | |||||||||||
Loan agreement amount | $ 88,091 | |||||||||||
Convertible Debt [Member] | ||||||||||||
Related Parties Transactions [Line items] | ||||||||||||
Principal amount | $ 1,000,000 | |||||||||||
Jiangs [Member] | Minimum [Member] | ||||||||||||
Related Parties Transactions [Line items] | ||||||||||||
Loans bear interest rate | 0% | 0% | ||||||||||
Jiangs [Member] | Maximum [Member] | ||||||||||||
Related Parties Transactions [Line items] | ||||||||||||
Loans bear interest rate | 1% | 1% | ||||||||||
BioFirst (Australia) [Member] | ||||||||||||
Related Parties Transactions [Line items] | ||||||||||||
Accrued interest | $ 158,798 | 92,171 | ||||||||||
Research and development cost | $ 361,487 | |||||||||||
Interest rate | 6.50% | |||||||||||
Loan agreement amount | $ 250,000 | $ 67,873 | ||||||||||
Repaid loan | $ 249,975 | |||||||||||
Interest rate percentage | 6.50% | |||||||||||
Accrued interest | 681,185 | |||||||||||
Research fee | $ 660,484 | |||||||||||
Director [Member] | ||||||||||||
Related Parties Transactions [Line items] | ||||||||||||
Fees paid | $ 961 |
Related Parties Transactions _2
Related Parties Transactions (Details) - Schedule of Related Parties of the Company with whom Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
BioFirst Corporation (the "BioFirst") [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Entity controlled by controlling beneficiary shareholder of YuanGene | Entity controlled by controlling beneficiary shareholder of YuanGene |
BioFirst (Australia) Pty Ltd. (the “BioFirst (Australia)”) [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | 100% owned by BioFirst; Entity controlled by controlling beneficiary shareholder of YuanGene | 100% owned by BioFirst; Entity controlled by controlling beneficiary shareholder of YuanGene |
Rgene Corporation (the “Rgene”) [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Shareholder of the Company; Entity controlled by controlling beneficiary shareholder of YuanGene; the Chairman of Rgene is Mr. Tsung-Shann Jiang | 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”) [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Controlling beneficiary shareholder of the Company | |
AsiaGene Corporation (the “AsiaGene”) [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Shareholder; entity controlled by controlling beneficiary shareholder of YuanGene | |
Keypoint Technology Ltd. (the “Keypoint’) [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | The Chairman of Keypoint is Eugene Jiang’s mother. | |
Lion Arts Promotion Inc. (the “Lion Arts”) [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Shareholder of the Company | |
Yoshinobu Odaira (the “Odaira”) [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Director of the Company | |
GenePharm Inc. (the “GenePharm”) [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Dr. George Lee, Board Director of BioKey, is the Chairman of GenePharm. | Dr. George Lee, Board Director of Biokey, is the Chairman of GenePharm. |
Euro-Asia Investment & Finance Corp Ltd. (the “Euro-Asia”) [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Shareholder of the Company | |
LBG USA, Inc. (the “LBG USA”) [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | 100% owned by BioFirst; Entity controlled by controlling beneficiary shareholder of YuanGene | |
LionGene Corporation (the “LionGene”) [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Shareholder of the Company; Entity controlled by controlling beneficiary shareholder of YuanGene | |
Kimho Consultants Co., Ltd. (the “Kimho”) [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Shareholder of the Company | |
The Jiangs [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | 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. | 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; 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. |
Zhewei Xu [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Shareholder of the Company | Shareholder of the Company. |
BioHopeKing Corporation [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Entity controlled by controlling beneficiary shareholder of ABVC | Entity controlled by controlling beneficiary shareholder of ABVC |
Jaimes Vargas Russman [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | CEO of AiBtl BioPharma Inc | CEO of AiBtl BioPharma Inc. |
Amkey Ventures, LLC (“Amkey”) [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | An entity controlled by Dr. George Lee, who serves as one of the board directors of BioKey, Inc | |
BioLite Japan [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Entity controlled by controlling beneficiary shareholder of ABVC | |
BioHopeKing Corporation [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Entity controlled by controlling beneficiary shareholder of ABVC | |
ABVC BioPharma (HK), Limited [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | An entity 100% owned by Mr. Tsung-Shann Jiang |
Related Parties Transactions _3
Related Parties Transactions (Details) - Schedule of Accounts Receivable Due From Related Parties - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Rgene [Member] | |||
Schedule of Accounts Receivable Due From Related Parties [Line Items | |||
Accounts receivable due from related parties | $ 10,463 | $ 10,463 | |
Related Party [Member] | |||
Schedule of Accounts Receivable Due From Related Parties [Line Items | |||
Accounts receivable due from related parties | $ 10,463 | $ 10,463 | $ 757,343 |
Related Parties Transactions _4
Related Parties Transactions (Details) - Schedule of Due From Related Parties - Current - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Rgene [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties - current | $ 541,372 | $ 541,486 | |
BioFirst [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties - current | 346,565 | 206,087 | |
Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties - current | $ 887,937 | $ 747,573 | $ 513,819 |
Related Parties Transactions _5
Related Parties Transactions (Details) - Schedule of Due From Related Parties - Non Current - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | |||
Due from related parties – Non-Current | $ 953,499 | $ 865,477 | |
Less: allowance for expected credit losses accounts | $ (839,983) | (839,983) | |
BioFirst (Australia) [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties – Non-Current | 839,983 | 839,983 | |
BioHopeKing Corporation [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties – Non-Current | 123,363 | 113,516 | |
Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related parties – Non-Current | 963,346 | 953,499 | |
Net | $ 123,363 | $ 113,516 | $ 865,477 |
Related Parties Transactions _6
Related Parties Transactions (Details) - Schedule of Amount Due to Related Parties - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
The Jiangs [Member] | ||||
Schedule of Amount Due to Related Parties [Line Items] | ||||
Due to related parties | $ 152,501 | $ 19,789 | ||
Due to Shareholders [Member] | ||||
Schedule of Amount Due to Related Parties [Line Items] | ||||
Due to related parties | 145,858 | 152,382 | ||
Due to a Director [Member] | ||||
Schedule of Amount Due to Related Parties [Line Items] | ||||
Due to related parties | 3,613 | 961 | $ 3,613 | $ 961 |
Related Party [Member] | ||||
Schedule of Amount Due to Related Parties [Line Items] | ||||
Due to related parties | $ 301,972 | $ 173,132 | $ 359,992 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Deferred Tax Assets (Liability) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Deferred Tax Assets (Liability) [Abstract] | |||
Loss on impairment of Assets | $ 644,978 | $ 713,223 | $ 709,961 |
Net operating loss carryforwards | 5,607,804 | 5,568,391 | 5,866,623 |
Operating lease liabilities | 213,482 | 213,482 | 213,482 |
Operating lease assets | (213,482) | (213,482) | (213,482) |
Deferred tax assets, Gross | 6,252,782 | 6,281,614 | 6,576,584 |
Valuation allowance | (6,252,782) | (6,281,614) | (6,459,474) |
Deferred tax assets, net | $ 117,110 |
Equity (Details)
Equity (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Feb. 29, 2024 $ / shares | Jan. 17, 2024 USD ($) $ / shares shares | Nov. 17, 2023 USD ($) $ / shares shares | Aug. 14, 2023 $ / shares shares | Aug. 01, 2023 shares | Jul. 27, 2023 USD ($) $ / shares shares | Feb. 23, 2023 USD ($) $ / shares shares | May 31, 2022 USD ($) $ / shares shares | Oct. 30, 2020 $ / shares | Jul. 27, 2023 $ / shares shares | May 31, 2022 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Jan. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Sep. 30, 2023 $ / shares shares | Mar. 31, 2023 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Feb. 06, 2024 $ / shares shares | Jul. 31, 2023 $ / shares | Jan. 03, 2023 shares | Dec. 01, 2022 shares | Jul. 10, 2022 shares | Jul. 01, 2022 shares | Dec. 24, 2018 $ / shares | Dec. 24, 2018 $ / shares | ||||
Equity [Line Items] | |||||||||||||||||||||||||||||
Common stock, shares issued | 10,698,315 | [1] | 7,940,298 | [1] | 3,286,190 | ||||||||||||||||||||||||
Principal amount convertible note (in Dollars) | $ | $ 1,000,000 | $ 1,200,000 | $ 3,704,167 | ||||||||||||||||||||||||||
Purchase price (in Dollars) | $ | $ 833,333 | $ 1,000,000 | |||||||||||||||||||||||||||
Shares of common stock | 1,000,000 | 2,000,000 | |||||||||||||||||||||||||||
Initial exercise price per share (in Dollars per share) | $ / shares | $ 1.05 | ||||||||||||||||||||||||||||
Security shares | 751,795 | 3,732,167 | |||||||||||||||||||||||||||
Repaying securities totaling (in Dollars) | $ | $ 681,000 | $ 3,306,112 | |||||||||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ / shares | $ 2 | $ 2 | |||||||||||||||||||||||||||
Sale of common shares | 300,000 | 300,000 | 2,000,000 | ||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | (per share) | $ 0.001 | [1] | $ 0.001 | [1] | $ 0.001 | $ 1.64 | $ 50 | ||||||||||||||||||||||
Pre-funded warrants shares | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 3.5 | $ 3.5 | $ 3.29 | ||||||||||||||||||||||||||
Warrant gross proceeds (in Dollars) | $ | $ 394,071 | $ 2,406,338 | |||||||||||||||||||||||||||
Common stock conversion price (in Dollars per share) | $ / shares | $ 3.5 | $ 3.5 | |||||||||||||||||||||||||||
Percentage of common stock conversion price | 90% | 90% | |||||||||||||||||||||||||||
Warrant term | 5 years | 5 years | 5 years | ||||||||||||||||||||||||||
Fair value of warrants (in Dollars) | $ | $ 480,795 | $ 1,225,543 | $ 394,071 | ||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 1 | $ 3.5 | $ 2 | ||||||||||||||||||||||||||
Granted restricted shares | 0 | 761,920 | |||||||||||||||||||||||||||
Deferred offering cost (in Dollars) | $ | $ 4,296,763 | ||||||||||||||||||||||||||||
Unrestricted common stock | 1,306,007 | ||||||||||||||||||||||||||||
Consulting and advisory services value per share (in Dollars per share) | $ / shares | $ 20 | $ 20 | |||||||||||||||||||||||||||
Gross proceeds (in Dollars) | $ | $ 1,050,000 | $ 3,663,925 | |||||||||||||||||||||||||||
Placement agent fees and legal fees (in Dollars) | $ | $ 556,075 | ||||||||||||||||||||||||||||
Exercisable price per share | 2.45 | 2.45 | |||||||||||||||||||||||||||
Principal amount (in Dollars) | $ | $ 1,200,000 | $ 3,704,167 | $ 346,565 | ||||||||||||||||||||||||||
Common stock to consultants for providing consulting services | 29,600 | ||||||||||||||||||||||||||||
Purchase warrant term | 5 years | 5 years | 5 years | ||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ / shares | 1 | $ 2 | |||||||||||||||||||||||||||
VWAP [Member] | |||||||||||||||||||||||||||||
Equity [Line Items] | |||||||||||||||||||||||||||||
Trading days | 20 | 20 | |||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||
Equity [Line Items] | |||||||||||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||
Pre-funded warrants shares | 200,000 | 200,000 | |||||||||||||||||||||||||||
Warrant gross proceeds (in Dollars) | $ | $ 1,750,000 | ||||||||||||||||||||||||||||
Exercise of pre-funded warrant | 200,000 | ||||||||||||||||||||||||||||
2016 Equity Incentive Plan [Member] | |||||||||||||||||||||||||||||
Equity [Line Items] | |||||||||||||||||||||||||||||
Granted restricted shares | 1,241,615 | 3,860,211 | 3,860,211 | ||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||
Equity [Line Items] | |||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 20 | $ 2.11 | $ 2.11 | $ 20 | |||||||||||||||||||||||||
Aggregate common stock | 370,000 | 370,000 | |||||||||||||||||||||||||||
Gross proceeds (in Dollars) | $ | $ 4,220,000 | ||||||||||||||||||||||||||||
Exercise of pre-funded warrant | [2] | 200,000 | |||||||||||||||||||||||||||
Common stock to consultants for providing consulting services | [2] | 22,341 | 51,941 | 193,101 | |||||||||||||||||||||||||
Zhonghui [Member] | |||||||||||||||||||||||||||||
Equity [Line Items] | |||||||||||||||||||||||||||||
Ownership percentage | 20% | ||||||||||||||||||||||||||||
Lind Global Fund II [Member] | |||||||||||||||||||||||||||||
Equity [Line Items] | |||||||||||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ / shares | $ 3.5 | ||||||||||||||||||||||||||||
Lind Global Fund II, LP (“Lind”) [Member] | |||||||||||||||||||||||||||||
Equity [Line Items] | |||||||||||||||||||||||||||||
Purchase price (in Dollars) | $ | $ 3,175,000 | ||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 1.05 | ||||||||||||||||||||||||||||
Shares of common stock | 5,291,667 | ||||||||||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ / shares | $ 3.5 | ||||||||||||||||||||||||||||
Barlew Holdings, LLC [Member] | |||||||||||||||||||||||||||||
Equity [Line Items] | |||||||||||||||||||||||||||||
Common stock, shares issued | 75,000 | 75,000 | |||||||||||||||||||||||||||
Placement agent fees and legal fees (in Dollars) | $ | $ 169,500 | ||||||||||||||||||||||||||||
Consulting and advisory services value per share (in Dollars per share) | $ / shares | $ 2.26 | ||||||||||||||||||||||||||||
Inverlew Advisors, LLC [Member] | |||||||||||||||||||||||||||||
Equity [Line Items] | |||||||||||||||||||||||||||||
Common stock, shares issued | 250,000 | ||||||||||||||||||||||||||||
Euro-Asia Investment & Finance Corp Ltd. [Member] | |||||||||||||||||||||||||||||
Equity [Line Items] | |||||||||||||||||||||||||||||
Common stock, shares issued | 125,000 | ||||||||||||||||||||||||||||
Thalia Media Ltd. [Member] | |||||||||||||||||||||||||||||
Equity [Line Items] | |||||||||||||||||||||||||||||
Common stock, shares issued | 100,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||
Equity [Line Items] | |||||||||||||||||||||||||||||
Common stock, shares issued | 1,000,000 | ||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ / shares | $ 3.5 | ||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ / shares | $ 1 | ||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||
Equity [Line Items] | |||||||||||||||||||||||||||||
Common stock, shares issued | 223,411 | ||||||||||||||||||||||||||||
Lind Global Fund II [Member] | |||||||||||||||||||||||||||||
Equity [Line Items] | |||||||||||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ / shares | $ 1.05 | ||||||||||||||||||||||||||||
[1] Prior period results have been adjusted to reflect the 1-for-10 reverse stock split effected on July 25, 2023. Prior period results have been adjusted to reflect the 1-for-10 reverse stock split effected on July 25, 2023. |
Stock Options (Details)
Stock Options (Details) | 3 Months Ended | 12 Months Ended | ||||||||
Feb. 29, 2024 $ / shares | Jan. 17, 2024 $ / shares shares | Apr. 16, 2022 $ / shares shares | Oct. 15, 2021 $ / shares shares | Nov. 21, 2020 shares | Oct. 30, 2020 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Stock Options [Line Items] | ||||||||||
Issued an aggregate shares of common stock | 545,182 | |||||||||
Conversion price (in Dollars per share) | $ / shares | $ 1 | $ 3.5 | $ 2 | |||||||
Converted salaries and consulting fees (in Dollars) | $ | $ 1,090,361 | $ 1,895,556 | ||||||||
Stock options to purchase shares | 545,182 | |||||||||
Options vested grant date exercisable | 10 years | 10 years | 10 years | |||||||
Number of directors | 5 | 11 | ||||||||
Number of employees | 3 | |||||||||
Granted options to purchase | 0 | 761,920 | ||||||||
Stock-based compensation expense (in Dollars) | $ | $ 0 | $ 0 | ||||||||
Conversion price per share (in Dollars per share) | $ / shares | $ 1 | $ 2 | ||||||||
Recognized stock-based compensation expense (in Dollars) | $ | $ 1,935,755 | $ 0 | $ 0 | $ 1,241,930 | ||||||
2016 Equity Incentive Plan [Member] | ||||||||||
Stock Options [Line Items] | ||||||||||
Stock options to purchase shares | 761,920 | 1,280,002 | ||||||||
Exercise price per share (in Dollars per share) | $ / shares | $ 3 | $ 3 | ||||||||
Weighted average grant date fair value of options granted (in Dollars per share) | $ / shares | $ 2.79 | $ 2.79 | ||||||||
Granted options to purchase | 1,241,615 | 3,860,211 | 3,860,211 |
Stock Options (Details) - Sched
Stock Options (Details) - Schedule of Options Issued and Outstanding - Stock Options [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Underlying Shares, Granted | ||
Weighted-Average Exercise Price Per Share, Granted | ||
Weighted-Average Contractual Life Remaining in Years, Granted | ||
Aggregate Intrinsic Value, Granted | ||
Number of Underlying Shares, Forfeited | ||
Weighted-Average Exercise Price Per Share, Forfeited | ||
Weighted-Average Contractual Life Remaining in Years, Forfeited | ||
Aggregate Intrinsic Value, Forfeited | ||
Number of Underlying Shares, Outstanding | 2,587,104 | 2,587,104 |
Weighted-Average Exercise Price Per Share, Outstanding | $ 2.79 | $ 2.79 |
Weighted-Average Contractual Life Remaining in Years, Outstanding | 8 years 8 months 26 days | 7 years 8 months 26 days |
Aggregate Intrinsic Value, Outstanding | ||
Number of Underlying Shares, Exercisable | 2,587,104 | |
Weighted-Average Exercise Price Per Share, Exercisable | $ 2.79 | |
Weighted-Average Contractual Life Remaining in Years, Exercisable | 7 years 8 months 26 days | |
Aggregate Intrinsic Value, Exercisable | ||
Number of Underlying Shares, Vested and expected to vest | 2,587,104 | |
Weighted-Average Exercise Price Per Share, Vested and expected to vest | $ 2.79 | |
Weighted-Average Contractual Life Remaining in Years, Vested and expected to vest | 7 years 8 months 26 days | |
Aggregate Intrinsic Value, Vested and expected to vest |
Stock Options (Details) - Sch_2
Stock Options (Details) - Schedule of Fair Value of Stock Options Granted | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of Fair Value of Stock Options Granted [Abstract] | |
Risk free interest rate | 2.79% |
Expected term (in years) | 5 years |
Dividend yield | 0% |
Expected volatility | 83.86% |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of Loss Per Share - Common Stock [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||||
Net loss attributable to ABVC’s common stockholders (in Dollars) | $ (3,932,976) | $ (1,823,695) | $ (10,856,656) | $ (16,423,239) |
Denominator: | ||||
Weighted-average shares outstanding - Basic | 9,736,150 | 3,307,577 | 4,335,650 | 3,166,460 |
Stock options | ||||
Weighted-average shares outstanding - Diluted | 9,736,150 | 3,307,577 | 4,335,650 | 3,166,460 |
Loss per share | ||||
-Basic (in Dollars per share) | $ (0.4) | $ (0.55) | $ (2.43) | $ (5.19) |
-Diluted (in Dollars per share) | $ (0.4) | $ (0.55) | $ (2.43) | $ (5.19) |
Lease (Details)
Lease (Details) | Mar. 31, 2024 | Dec. 31, 2023 |
Lease (Details) [Line Items] | ||
Operating leases term | 5 years | 5 years |
Non-cancellable leases future term | 5 years | 5 years |
ROU Assets [Member] | ||
Lease (Details) [Line Items] | ||
Operating leases term | 12 months | 12 months |
Lease (Details) - Schedule of O
Lease (Details) - Schedule of Operating Leases have Remaining Lease Terms - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
ASSETS | |||
Operating lease right-of-use assets | $ 708,023 | $ 809,283 | $ 1,161,141 |
LIABILITIES | |||
Operating lease liabilities (current) | 389,870 | 401,826 | 369,314 |
Operating lease liabilities (non-current) | $ 318,153 | $ 407,457 | $ 791,827 |
Lease (Details) - Schedule of C
Lease (Details) - Schedule of Company’s Lease Expenses - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Lease Expenses [Abstract] | ||||
Operating lease expenses | $ 98,502 | $ 94,299 | $ 358,576 | $ 358,576 |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 98,502 | $ 94,299 | $ 385,659 | $ 358,576 |
Weighted Average Remaining Lease Term: | ||||
Operating leases | 1 year 5 months 1 day | 1 year 8 months 23 days | 2 years 5 months 23 days | |
Weighted Average Discount Rate: | ||||
Operating leases | 1.46% | 1.50% | 1.49% |
Lease (Details) - Schedule of M
Lease (Details) - Schedule of Minimum Future Annual Payments Under Non-Cancellable Leases - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Minimum Future Annual Payments Under Non Cancellable Leases [Abstract] | ||
2024 (excluding three months ended March 31, 2024) | $ 303,008 | |
2025 | 350,809 | $ 404,745 |
2026 | 56,916 | 351,352 |
Thereafter | ||
Total future minimum lease payments, undiscounted | 710,733 | 813,013 |
Less: Imputed interest | (2,711) | (3,730) |
Present value of future minimum lease payments | $ 708,022 | $ 809,283 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Feb. 29, 2024 $ / shares | Feb. 06, 2024 $ / shares shares | Jan. 27, 2024 shares | Jan. 17, 2024 USD ($) $ / shares shares | Jan. 12, 2024 USD ($) | Jan. 12, 2024 TWD ($) |
Subsequent Events (Details) [Line Items] | ||||||
Loan principal amount | $ 654,000 | $ 20,000,000 | ||||
Conversion of Stock, Amount Converted (in Dollars) | $ | $ 833,333 | |||||
Conversion price | $ 3.5 | |||||
Percentage of average amount | 90% | |||||
Trading days | 20 days | |||||
Lind received | 5 years | |||||
Shares of common stock (in Shares) | shares | 703,495 | |||||
Common stock , exercise price | $ 2 | |||||
Conversion price per share | $ 1 | |||||
Restricted shares (in Shares) | shares | 1,241,615 | |||||
Price per share | $ 3.5 | |||||
Common shares, issued (in Shares) | shares | 1,000,000 | |||||
Warrant exercise price | $ 2 | |||||
Warrant [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Shares of common stock (in Shares) | shares | 1,000,000 | |||||
Convertible Note [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Principal amount (in Dollars) | $ | $ 1,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment Under Capital Leases Based on the Following Useful Lives | Mar. 31, 2024 | Dec. 31, 2023 |
Minimum [Member] | Buildings and leasehold improvements [Member] | ||
Schedule of Property and Equipment Under Capital Leases Based on the Following Useful Lives [Line Items] | ||
Estimated Life | 5 years | 5 years |
Minimum [Member] | Machinery and equipment [Member] | ||
Schedule of Property and Equipment Under Capital Leases Based on the Following Useful Lives [Line Items] | ||
Estimated Life | 5 years | 5 years |
Minimum [Member] | Office equipment [Member] | ||
Schedule of Property and Equipment Under Capital Leases Based on the Following Useful Lives [Line Items] | ||
Estimated Life | 3 years | 3 years |
Maximum [Member] | Buildings and leasehold improvements [Member] | ||
Schedule of Property and Equipment Under Capital Leases Based on the Following Useful Lives [Line Items] | ||
Estimated Life | 50 years | 50 years |
Maximum [Member] | Machinery and equipment [Member] | ||
Schedule of Property and Equipment Under Capital Leases Based on the Following Useful Lives [Line Items] | ||
Estimated Life | 10 years | 10 years |
Maximum [Member] | Office equipment [Member] | ||
Schedule of Property and Equipment Under Capital Leases Based on the Following Useful Lives [Line Items] | ||
Estimated Life | 6 years | 6 years |
Property and Equipment (Detai_3
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 11,271,552 | $ 11,304,319 | $ 3,878,435 |
Less: accumulated depreciation | (3,322,402) | (3,335,041) | (3,304,457) |
Property and equipment, net | 7,949,150 | 7,969,278 | 573,978 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 347,856 | 363,416 | 361,193 |
Construction-in-Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 7,400,000 | 7,400,000 | |
Buildings and Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,222,222 | 2,227,431 | 2,226,687 |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,133,899 | 1,138,675 | 1,116,789 |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 167,575 | $ 174,797 | $ 173,766 |
Long-Term Investments (Detail_8
Long-Term Investments (Details) - Schedule of Ownership Percentages of Each Investee | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Braingenesis Biotechnology Co., Ltd. [Member] | |||
Schedule of Ownership Percentages of Each Investee [Line Items] | |||
Ownership percentage | 0.17% | 0.17% | 0.17% |
Accounting treatments | Cost Method | Cost Method | |
Genepharm Biotech Corporation [Member] | |||
Schedule of Ownership Percentages of Each Investee [Line Items] | |||
Ownership percentage | 0.67% | 0.67% | 0.67% |
Accounting treatments | Cost Method | Cost Method | |
BioHopeKing Corporation [Member] | |||
Schedule of Ownership Percentages of Each Investee [Line Items] | |||
Ownership percentage | 5.90% | 5.90% | 5.90% |
Accounting treatments | Cost Method | Cost Method | |
BioFirst Corporation [Member] | |||
Schedule of Ownership Percentages of Each Investee [Line Items] | |||
Ownership percentage | 18.68% | 18.68% | 15.51% |
Accounting treatments | Equity Method | Equity Method | |
Rgene Corporation [Member] | |||
Schedule of Ownership Percentages of Each Investee [Line Items] | |||
Ownership percentage | 26.65% | 26.65% | 26.65% |
Accounting treatments | Equity Method | Equity Method |
Long-Term Investments (Detail_9
Long-Term Investments (Details) - Schedule of Extent the Investee Relies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Braingenesis Biotechnology Co., Ltd. [Member] | ||
Schedule of Extent the Investee Relies [Line Items] | ||
Relationship with the Company and its subsidiaries, description | No specific business relationship | No specific business relationship |
Genepharm Biotech Corporation [Member] | ||
Schedule of Extent the Investee Relies [Line Items] | ||
Relationship with the Company and its subsidiaries, description | No specific business relationship | No specific business relationship |
BioHopeKing Corporation [Member] | ||
Schedule of Extent the Investee Relies [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Collaborating with the Company to develop and commercialize drugs | Collaborating with the Company to develop and commercialize drugs |
BioFirst Corporation [Member] | ||
Schedule of Extent the Investee Relies [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Loaned from investee and provides research and development support service | Loaned from the investee and provides research and development support service |
Rgene Corporation [Member] | ||
Schedule of Extent the Investee Relies [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Collaborating with the Company to develop and commercialize drugs | Collaborating with the Company to develop and commercialize drugs |
Long-Term Investments (Detai_10
Long-Term Investments (Details) - Schedule of Long-Term Investment - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Long-Term Investment [Line Items] | |||
Non-marketable Cost Method Investments, net | $ 810,977 | $ 847,252 | $ 842,070 |
Equity Method Investments, net | 2,474,514 | 2,527,740 | 842,070 |
Braingenesis Biotechnology Co., Ltd. [Member] | |||
Schedule of Long-Term Investment [Line Items] | |||
Non-marketable Cost Method Investments, net | 6,904 | 7,213 | 7,169 |
Genepharm Biotech Corporation [Member] | |||
Schedule of Long-Term Investment [Line Items] | |||
Non-marketable Cost Method Investments, net | 21,078 | 22,021 | 21,887 |
BioHopeKing Corporation [Member] | |||
Schedule of Long-Term Investment [Line Items] | |||
Non-marketable Cost Method Investments, net | 782,995 | 818,018 | 813,014 |
BioFirst Corporation [Member] | |||
Schedule of Long-Term Investment [Line Items] | |||
Equity Method Investments, net | 1,663,537 | 1,680,488 | |
Rgene Corporation [Member] | |||
Schedule of Long-Term Investment [Line Items] | |||
Equity Method Investments, net |
Long-Term Investments (Detai_11
Long-Term Investments (Details) - Schedule of Balance Sheet - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
BioFirst [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Current Assets | $ 1,439,444 | $ 1,451,877 | $ 1,543,151 |
Non-current Assets | 651,560 | 686,206 | 739,472 |
Current Liabilities | 2,663,111 | 2,286,058 | 2,663,051 |
Non-current Liabilities | 101,908 | 347,193 | 103,447 |
Stockholders’ Equity | (674,015) | (495,168) | (483,874) |
Rgene [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Current Assets | 49,496 | 50,538 | 68,302 |
Non-current Assets | 238,193 | 250,716 | 303,893 |
Current Liabilities | 2,535,581 | 2,591,960 | 2,478,868 |
Non-current Liabilities | 1,194 | 811 | 2,441 |
Stockholders’ Equity | $ (2,249,086) | $ (2,291,517) | $ (2,481,309) |
Long-Term Investments (Detai_12
Long-Term Investments (Details) - Schedule of Statement of Operation - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
BioFirst [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net sales | $ 363 | $ 734 | $ 30,162 | |
Gross profit | 220 | 289 | 8,239 | |
Net loss | (203,077) | (406,233) | (1,194,797) | (1,274,539) |
Share of losses from investments accounted for using the equity method | (221,888) | |||
Rgene [Member] | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Net sales | ||||
Gross profit | ||||
Net loss | (56,567) | (81,842) | (291,522) | (1,550,123) |
Share of losses from investments accounted for using the equity method |
Long-Term Investments (Detai_13
Long-Term Investments (Details) - Schedule of Loss on Investment in Equity Securities - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Loss On Investment In Equity Securities Abstract | ||||
Share of equity method investee losses | $ (221,888) |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Expenses and Other Current Liabilities [Abstract] | |||
Accrued research and development expense | $ 1,799,583 | $ 1,799,583 | $ 1,600,221 |
Accrued compensation and employee benefits | 1,184,505 | 568,865 | |
Accrued royalties | 262,296 | 274,028 | 272,352 |
Others | $ 927,883 | 438,264 | 468,150 |
Total | $ 3,696,380 | $ 2,909,587 |
Bank Loans (Details) - Schedu_2
Bank Loans (Details) - Schedule of Short-Term Bank Loan - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Short-Term Bank Loan [Line Items] | |||
Total | $ 860,750 | $ 899,250 | $ 1,893,750 |
Cathay United Bank [Member] | |||
Schedule of Short-Term Bank Loan [Line Items] | |||
Total | 245,250 | 243,750 | |
CTBC Bank [Member] | |||
Schedule of Short-Term Bank Loan [Line Items] | |||
Total | 626,000 | 654,000 | 650,000 |
Cathay Bank [Member] | |||
Schedule of Short-Term Bank Loan [Line Items] | |||
Total | $ 234,750 | $ 245,250 | $ 1,000,000 |
Related Parties Transactions _7
Related Parties Transactions (Details) - Schedule of Related Parties of the Company with whom Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
BioFirst Corporation (the "BioFirst") [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Entity controlled by controlling beneficiary shareholder of YuanGene | Entity controlled by controlling beneficiary shareholder of YuanGene |
BioFirst (Australia) Pty Ltd. (the “BioFirst (Australia)”) [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | 100% owned by BioFirst; Entity controlled by controlling beneficiary shareholder of YuanGene | 100% owned by BioFirst; Entity controlled by controlling beneficiary shareholder of YuanGene |
Rgene Corporation (the “Rgene”) [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Shareholder of the Company; Entity controlled by controlling beneficiary shareholder of YuanGene; the Chairman of Rgene is Mr. Tsung-Shann Jiang | Shareholder of the Company; Entity controlled by controlling beneficiary shareholder of YuanGene; the Chairman of Rgene is Mr. Tsung-Shann Jiang |
Eugene Jiang [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Former President and Chairman | |
GenePharm Inc. (the “GenePharm”) [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Dr. George Lee, Board Director of BioKey, is the Chairman of GenePharm. | Dr. George Lee, Board Director of Biokey, is the Chairman of GenePharm. |
The Jiangs [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | 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. | 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; 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. |
Zhewei Xu [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Shareholder of the Company | Shareholder of the Company. |
BioHopeKing Corporation [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | Entity controlled by controlling beneficiary shareholder of ABVC | Entity controlled by controlling beneficiary shareholder of ABVC |
Jaimes Vargas Russman [Member] | ||
Related Party Transaction [Line Items] | ||
Relationship with the Company and its subsidiaries, description | CEO of AiBtl BioPharma Inc | CEO of AiBtl BioPharma Inc. |
Related Parties Transactions _8
Related Parties Transactions (Details) - Schedule of Accounts Receivable Due From Related Parties - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party [Member] | |||
Schedule of Accounts Receivable Due From Related Parties [Line Items | |||
Accounts receivable due from related parties | $ 10,463 | $ 10,463 | $ 757,343 |
GenePharm Inc. [Member] | |||
Schedule of Accounts Receivable Due From Related Parties [Line Items | |||
Accounts receivable due from related parties | 142,225 | ||
Rgene [Member] | |||
Schedule of Accounts Receivable Due From Related Parties [Line Items | |||
Accounts receivable due from related parties | $ 10,463 | $ 615,118 |
Related Parties Transactions _9
Related Parties Transactions (Details) - Schedule of Revenue Due From Related Parties - Current - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party [Member] | ||
Schedule of Due From Related Parties - Current [Line Items] | ||
Revenue - related parties | $ 2,055 | $ 904,043 |
Rgene [Member] | ||
Schedule of Due From Related Parties - Current [Line Items] | ||
Revenue - related parties | $ 2,055 | $ 904,043 |
Related Parties Transactions_10
Related Parties Transactions (Details) - Schedule of Due From Related Parties - Current - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party [Member] | |||
Related Parties Transactions (Details) - Schedule of Due From Related Parties - Current [Line Items] | |||
Due from related parties - current | $ 887,937 | $ 747,573 | $ 513,819 |
Rgene [Member] | |||
Related Parties Transactions (Details) - Schedule of Due From Related Parties - Current [Line Items] | |||
Due from related parties - current | 541,486 | 513,819 | |
BioFirst [Member] | |||
Related Parties Transactions (Details) - Schedule of Due From Related Parties - Current [Line Items] | |||
Due from related parties - current | $ 206,087 |
Related Parties Transactions_11
Related Parties Transactions (Details) - Schedule of Due From Related Parties - Non Current - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Due from related parties – Non-Current | $ 953,499 | $ 865,477 | |
Less: allowance for expected credit losses accounts | $ (839,983) | (839,983) | |
Related Party [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Due from related parties – Non-Current | 963,346 | 953,499 | |
Net | $ 123,363 | 113,516 | 865,477 |
BioFirst (Australia) [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Due from related parties – Non-Current | 839,983 | 752,655 | |
BioHopeKing Corporation [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Due from related parties – Non-Current | $ 113,516 | $ 112,822 |
Related Parties Transactions_12
Related Parties Transactions (Details) - Schedule of Amount Due to Related Parties - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party [Member] | |||
Schedule of Amount Due to Related Parties [Line Items] | |||
Due to related parties | $ 301,972 | $ 173,132 | $ 359,992 |
BioFirst [Member] | |||
Schedule of Amount Due to Related Parties [Line Items] | |||
Due to related parties | 188,753 | ||
The Jiangs [Member] | |||
Schedule of Amount Due to Related Parties [Line Items] | |||
Due to related parties | 19,789 | 19,789 | |
Due to Shareholders [Member] | |||
Schedule of Amount Due to Related Parties [Line Items] | |||
Due to related parties | 152,382 | 151,450 | |
Due to a Director [Member] | |||
Schedule of Amount Due to Related Parties [Line Items] | |||
Due to related parties | $ 961 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Income Tax Expense - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||||
Federal | ||||
State | 2,400 | |||
Foreign | 140,338 | |||
Total Current | 140,338 | 2,400 | ||
Deferred: | ||||
Federal | ||||
State | ||||
Foreign | 115,668 | 795,378 | ||
Total Deferred | 115,668 | 795,378 | ||
Total provision for income taxes | $ 256,006 | $ 797,778 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Deferred Tax Assets (Liability) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Deferred Tax Assets (Liability) [Abstract] | |||
Loss on impairment of Assets | $ 644,978 | $ 713,223 | $ 709,961 |
Net operating loss carryforwards | 5,607,804 | 5,568,391 | 5,866,623 |
Tax credit of investment | |||
Operating lease liabilities | 213,482 | 213,482 | 213,482 |
Operating lease assets | (213,482) | (213,482) | (213,482) |
Deferred tax assets, Gross | 6,252,782 | 6,281,614 | 6,576,584 |
Valuation allowance | (6,252,782) | (6,281,614) | (6,459,474) |
Deferred tax assets, net | $ 117,110 |
Stock Options (Details) - Sch_3
Stock Options (Details) - Schedule of Options Issued and Outstanding - Stock Options [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Stock Options (Details) - Schedule of Options Issued and Outstanding [Line Items] | ||
Number of Underlying Shares, Outstanding (in Shares) | 2,587,104 | 2,587,104 |
Weighted-Average Exercise Price Per Share, Outstanding | $ 2.79 | $ 2.79 |
Weighted-Average Contractual Life Remaining in Years, Outstanding | 8 years 8 months 26 days | 7 years 8 months 26 days |
Aggregate Intrinsic Value, Outstanding (in Dollars) | ||
Number of Underlying Shares, Granted (in Shares) | ||
Weighted-Average Exercise Price Per Share, Granted | ||
Aggregate Intrinsic Value, Granted | ||
Number of Underlying Shares, Forfeited (in Shares) | ||
Weighted-Average Exercise Price Per Share, Forfeited | ||
Aggregate Intrinsic Value, Forfeited | ||
Number of Underlying Shares, Exercisable (in Shares) | 2,587,104 | |
Weighted-Average Exercise Price Per Share, Exercisable | $ 2.79 | |
Weighted-Average Contractual Life Remaining in Years, Exercisable | 7 years 8 months 26 days | |
Aggregate Intrinsic Value, Exercisable (in Dollars) | ||
Number of Underlying Shares, Vested and expected to vest (in Shares) | 2,587,104 | |
Weighted-Average Exercise Price Per Share, Vested and expected to vest | $ 2.79 | |
Weighted-Average Contractual Life Remaining in Years, Vested and expected to vest | 7 years 8 months 26 days | |
Aggregate Intrinsic Value, Vested and expected to vest (in Dollars) |
Stock Options (Details) - Sch_4
Stock Options (Details) - Schedule of Fair Value of Stock Options Granted | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of Fair Value of Stock Options Granted [Abstract] | |
Risk free interest rate | 2.79% |
Expected term (in years) | 5 years |
Dividend yield | 0% |
Expected volatility | 83.86% |
Loss Per Share (Details) - Sc_2
Loss Per Share (Details) - Schedule of Loss Per Share - Common Stock [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Loss Per Share (Details) - Schedule of Loss Per Share [Line Items] | ||||
Net loss attributable to ABVC’s common stockholders | $ (3,932,976) | $ (1,823,695) | $ (10,856,656) | $ (16,423,239) |
Weighted-average shares outstanding - Basic | 9,736,150 | 3,307,577 | 4,335,650 | 3,166,460 |
Stock options | ||||
Weighted-average shares outstanding - Diluted | 9,736,150 | 3,307,577 | 4,335,650 | 3,166,460 |
-Basic | $ (0.4) | $ (0.55) | $ (2.43) | $ (5.19) |
-Diluted | $ (0.4) | $ (0.55) | $ (2.43) | $ (5.19) |
Lease (Details) - Schedule of_2
Lease (Details) - Schedule of Operating Leases have Remaining Lease Terms - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
ASSETS | |||
Operating lease right-of-use assets | $ 708,023 | $ 809,283 | $ 1,161,141 |
LIABILITIES | |||
Operating lease liabilities (current) | 389,870 | 401,826 | 369,314 |
Operating lease liabilities (non-current) | $ 318,153 | $ 407,457 | $ 791,827 |
Lease (Details) - Schedule of_3
Lease (Details) - Schedule of Company’s Lease Expenses - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Lease Expenses [Abstract] | ||||
Operating lease expenses | $ 98,502 | $ 94,299 | $ 358,576 | $ 358,576 |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 98,502 | $ 94,299 | $ 385,659 | $ 358,576 |
Weighted Average Remaining Lease Term: | ||||
Operating leases | 1 year 5 months 1 day | 1 year 8 months 23 days | 2 years 5 months 23 days | |
Weighted Average Discount Rate: | ||||
Operating leases | 1.46% | 1.50% | 1.49% |
Lease (Details) - Schedule of_4
Lease (Details) - Schedule of Minimum Future Annual Payments Under Non-Cancellable Leases - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Minimum Future Annual Payments Under Non Cancellable Leases [Abstract] | ||
2024 | $ 350,809 | $ 404,745 |
2025 | 56,916 | 351,352 |
2026 | 56,916 | |
2027 | ||
Thereafter | ||
Total future minimum lease payments, undiscounted | 710,733 | 813,013 |
Less: Imputed interest | (2,711) | (3,730) |
Present value of future minimum lease payments | $ 708,022 | $ 809,283 |
Acquisition (Details)
Acquisition (Details) - USD ($) shares in Millions | Nov. 30, 2023 | Nov. 12, 2023 |
Acquisition [Abstract] | ||
Shares received (in Shares) | 23 | |
Royalties | $ 3,500,000 | $ 3,500,000 |
Royalty percentage | 5% | 5% |
Net Sales | $ 100,000,000 | $ 100,000,000 |
Acquisition (Details) - Schedul
Acquisition (Details) - Schedule of Acquisition was Accounted for Business Combination | Dec. 31, 2023 USD ($) |
Schedule of Acquisition was Accounted for Business Combination [Abstract] | |
Cash and cash equivalents | |
Total assets acquired | |
Accrued expense | (243,888) |
Due to Director | (498) |
Total liabilities acquired | (243,386) |
Total consideration (Intangible assets) |