ABVC BioPharma Inc 2024年度报告

FORM10-K For the fiscal year ended:December 31,2024 OR Commission file number:001-40700 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for at least the part 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing price of registrant’scommon stock as quoted on the Nasdaq Stock Market as of June 30, 2024 was $7.2million. As of April 11, 2025, the registrant had15,778,305shares of common stock outstanding and 0 shares of convertible preferred stockoutstanding. None. ABVC BioPharma, Inc.Form 10-KFor the Fiscal Year Ended December 31, 2024 Table of Contents PagePart IItem 1.Business3Item 1A.Risk Factors19Item 1B.Unresolved staff comments43Item 1C.Cybersecurity43Item 2.Properties43Item 3.Legal Proceedings43Item 4.Mine Safety Disclosures43Part IIItem 5.Market for Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of EquitySecurities44Item 6.[Reserved]46Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations46Item 7A.Quantitative and Qualitative Disclosures about Market Risk71Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure72Item 9A.Controls and Procedures73Item 9B.Other Information74Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections74Part IIIItem 10.Directors, Executive Officers and Corporate Governance75Item 11.Executive Compensation81Item 12.Securities Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters84Item 13.Certain Relationships and Related Transactions, and Director Independence85Item 14.Principal Accountant Fees and Services87Part IVItem 15.Exhibits, Financial Statement Schedules88Item 16.Form 10-K Summary91Signatures92 CONVENTIONS Except where the context otherwise requires and for purposes of this annual report only: “AiBtl” means AiBtl BioPharma, Inc. refers to a Delaware corporation and controlling subsidiary of ABVC; “APR” or “annual percentage rate” refers to the annual rate that is charged to borrowers, including a fixed interest rate and atransaction fee rate, expressed as a single percentage number that represents the actual yearly cost of borrowing over the life of a loan; “BioKey” means BioKey, Inc. refers to a California corporation and wholly-owned subsidiary of ABVC; “BioKey Cayman” means BioKey (Cayman), Inc. refers to a Cayman corporation and wholly-owned subsidiary of ABVC; “BioLite” means BioLite Holding, Inc. refers to a Nev