ABVC BioPharma(ABVC)

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ABVC BioPharma(ABVC) - 2020 Q1 - Quarterly Report
2020-06-29 22:56
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number 333-91436 American BriVision (Holding) Corporation. (Exact name of Registrant as specified in its charter) State or juri ...
ABVC BioPharma(ABVC) - 2019 Q4 - Annual Report
2020-05-15 21:22
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-91436 AMERICAN BRIVISION (HOLDING) CORPORATION (Exact name of Company in its charter) Nevada 26-0014658 (State or other jurisdiction of incorporatio ...
ABVC BioPharma(ABVC) - 2019 Q3 - Quarterly Report
2019-11-18 17:30
Financial Performance - Total revenues for the three months ended September 30, 2019, were $197,733, compared to $601,757 for the nine months ended September 30, 2019[9]. - Gross profit for the three months ended September 30, 2019, was $194,936, while total operating expenses were $1,310,558, resulting in a loss from operations of $(1,115,622)[9]. - The company reported a net loss of $(1,329,685) for the three months ended September 30, 2019, compared to a net loss of $(687,300) for the same period in 2018[9]. - For the nine months ended September 30, 2019, the net loss was $2,817,454, compared to a net loss of $2,136,962 for the same period in 2018, representing an increase of approximately 31.8%[11]. - The company reported a comprehensive loss of $(1,275,920) for the three months ended September 30, 2019, compared to $(582,849) for the same period in 2018[9]. - The net loss for the nine months ended September 30, 2019, was $2,817,454, an increase from a net loss of $2,136,962 for the same period in 2018[94]. - Basic loss per share for the nine months ended September 30, 2019, was $(0.16), compared to $(0.18) for the same period in 2018[203]. Assets and Liabilities - Total current assets increased to $1,707,567 as of September 30, 2019, from $566,476 as of December 31, 2018[8]. - Total liabilities decreased to $6,674,702 as of September 30, 2019, from $11,280,510 as of December 31, 2018[8]. - The company had total assets of $7,404,893 as of September 30, 2019, compared to $5,940,124 as of December 31, 2018[9]. - The total accumulated deficit as of September 30, 2018, was $(8,438,433), which increased to $(12,209,446) by December 31, 2018[12]. - The Company reported an accumulated deficit of $14,773,552 as of September 30, 2019, compared to $12,209,446 as of December 31, 2018[94]. - The Company had a working capital deficiency of $4,170,357 as of September 30, 2019, improved from $10,421,310 at December 31, 2018[94]. Cash Flow and Financing Activities - Net cash used in operating activities for the nine months ended September 30, 2019, was $1,638,709, an increase from $1,168,300 in the prior year, indicating a rise of about 39.9%[11]. - The company reported a net cash provided by financing activities of $2,483,244 for the nine months ended September 30, 2019, compared to $667,114 in the same period of 2018, reflecting a significant increase of approximately 272.5%[11]. - The ending cash, cash equivalents, and restricted cash equivalents as of September 30, 2019, totaled $1,051,800, up from $216,659 at the end of September 30, 2018[11]. - Cash and cash equivalents increased significantly to $1,035,678 as of September 30, 2019, compared to $226,688 as of December 31, 2018[8]. - The company issued common stock for acquisition amounting to $531,147 during the reporting period[11]. Research and Development - Research and development expenses for the three months ended September 30, 2019, were $269,239, up from $54,514 in the same period of 2018[9]. - The company has a business model focused on developing new drugs and innovative medical devices, integrating research from world-renowned institutions[19]. - The Company has entered into a co-development agreement with BioHopeKing Corporation to develop BLI-1401-2 for Triple Negative Breast Cancer, sharing development costs 50/50[98]. Stock and Equity - The weighted average number of common shares outstanding for the three months ended September 30, 2019, was 19,020,824, compared to 11,884,804 for the same period in 2018[9]. - The total number of common shares outstanding as of September 30, 2019, was 19,477,504, reflecting an increase from 11,884,804 shares as of September 30, 2018, due to stock issuances[13]. - The Company converted a total of $4,872,340 of debt into common stock at a conversion price of $7.00 per share, resulting in the issuance of 696,051 shares[200]. Debt and Interest Expenses - The total short-term bank loans amounted to $1,885,500 as of September 30, 2019, up from $899,250 in 2018, indicating a growth of 109%[138]. - Total interest expenses related to convertible notes payable for the three months ended September 30, 2019, were $18,755, compared to $3,567 for the same period in 2018, representing a significant increase of 426%[137]. - Interest expenses for the short-term bank loans were $1,351 for the three months ended September 30, 2019, slightly down from $1,402 in 2018[141]. - The Company received a loan of $500,000 from Cathay Bank with a revolving line of credit of $1,000,000, maturing on January 1, 2020[144]. - The Company entered into a new unsecured loan agreement for NT$3,000,000 (approximately $96,600) at a fixed interest rate of 12% per annum for working capital purposes[152]. Accounting and Revenue Recognition - The Company adopted ASC 606 for revenue recognition starting January 1, 2018, with no significant change in revenue reported during the periods presented[44]. - Revenue is recognized when customers obtain control of goods or services, reflecting the expected consideration[45]. - Merchandise sales revenue is recognized upon delivery to customers, recorded at the net sales price after accounting for discounts and returns[46]. - Collaborative revenues include nonrefundable upfront license fees, development milestones, and reimbursements for R&D costs, with no royalty revenues received to date[51]. - The Company assesses long-lived assets for impairment annually, adjusting carrying values based on future discounted cash flows if necessary[69]. Impairment and Goodwill - The Company anticipates future cash flows indicate that the recoverability of goodwill is not reasonably assured[75]. - The Company evaluates goodwill for impairment annually, with the last evaluation indicating impairment due to the current financial condition and uncertainty in generating future operating income[75].
ABVC BioPharma(ABVC) - 2019 Q2 - Quarterly Report
2019-08-09 15:48
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number 333-91436 American BriVision (Holding) Corporation. (Exact name of Registrant as specified in its charter) Nevada 26-0014 ...
ABVC BioPharma(ABVC) - 2019 Q1 - Quarterly Report
2019-05-28 17:19
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number 333-91436 American BriVision (Holding) Corporation. (Exact name of Registrant as specified in its charter) Nevada State ...
ABVC BioPharma(ABVC) - 2018 Q4 - Annual Report
2019-04-15 14:29
Part I [Business Overview](index=4&type=section&id=Item%201.%20Business) American BriVision is a clinical-stage biopharmaceutical company developing drugs and a medical device, primarily through out-licensing - The company is a clinical-stage biopharmaceutical firm with a pipeline of **six new drugs** and **one medical device**, all licensed from related parties, focusing on cancer and central nervous system (CNS) indications[7](index=7&type=chunk)[8](index=8&type=chunk) - The business model involves conducting clinical trials for **Proof of Concept (POC)** and then out-licensing results to larger pharmaceutical companies for further development and commercialization[8](index=8&type=chunk) - On **February 8, 2019**, the company completed a merger with BioLite Holding, Inc. and BioKey, Inc., making them wholly-owned subsidiaries[10](index=10&type=chunk) Key Development Pipeline | Product Candidate | Indication | Development Stage/Status | | :--- | :--- | :--- | | ABV-1501 | Triple Negative Breast Cancer | Phase II IND approved by U.S. FDA in March 2016 | | ABV-1504 | Major Depressive Disorder (MDD) | Phase I completed. Phase II Part I completed; Part II in-live study completed, awaiting data analysis | | ABV-1505 | Attention Deficit Hyperactivity Disorder (ADHD) | Phase II IND approved by U.S. FDA in January 2016. Part I trial planned for Q2 2019 | | ABV-1702 | Myelodysplastic Syndromes (MDS) | Phase II IND approved by U.S. FDA in July 2016. Planned to commence in Q4 2019 | | ABV-1703 | Pancreatic Cancer | Phase II trial approved by FDA in August 2017. Planned to initiate in Q4 2019 | | ABV-1601 | Depression in Cancer Patients | Phase II clinical protocol approved by FDA in December 2018 | | ABV-1701 (Vitargus) | Retinal Detachment / Vitreous Hemorrhage | Phase I clinical trial completed in Australia with positive results in July 2018. Pivotal study is being planned | - The company provides **Contract Development and Manufacturing Organization (CDMO) services**, including formulation development, analytical services, and GMP manufacturing for clinical trial materials[35](index=35&type=chunk)[36](index=36&type=chunk) [Risk Factors](index=18&type=section&id=Item%201A.%20Risk%20Factors) Risk factors disclosure is not applicable for a smaller reporting company - Risk factors disclosure is not applicable for a smaller reporting company[65](index=65&type=chunk) [Properties](index=18&type=section&id=Item%202.%20Properties) The company and its subsidiaries lease office, laboratory, and manufacturing facilities in Fremont, CA and Hsinchu, Taiwan Key Leased Properties and Rental Expenses (FY 2018) | Subsidiary | Location | Property Type | 2018 Rental Expense | | :--- | :--- | :--- | :--- | | ABVC | Fremont, CA | Office | $800/month (sublease from BioKey) | | BioLite | Hsinchu, Taiwan | Dormitory | ~$20,497 | | BioLite | Hsinchu, Taiwan | Laboratories | ~$9,000/month | | BioKey | Fremont, CA | Office, Labs, Mfg. | $275,638 | [Legal Proceedings](index=18&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently a party to any material legal or administrative proceedings - As of the report date, the company is not involved in any material legal proceedings[68](index=68&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=19&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock is quoted on the OTCQB under "ABVC", with 262 shareholders, and no dividends are anticipated - The company's common stock is quoted on the OTCQB under the symbol **"ABVC"**[69](index=69&type=chunk) Common Stock Price Range (High/Low Bid) | Quarter Ended | 2018 High Bid | 2018 Low Bid | 2017 High Bid | 2017 Low Bid | | :--- | :--- | :--- | :--- | :--- | | March 31 | $2.00 | $1.50 | $2.00 | $2.00 | | June 30 | $2.00 | $1.65 | $2.00 | $2.00 | | Sept 30 | $2.00 | $1.89 | $2.00 | $2.00 | | Dec 31 | $2.00 | $2.00 | $2.00 | $2.00 | - As of **April 8, 2019**, there were approximately **262 shareholders** of record[70](index=70&type=chunk) - No dividends have ever been paid, and none are anticipated in the foreseeable future[71](index=71&type=chunk) - From **January 1, 2018**, the company issued convertible notes totaling **$800,000** to three non-U.S. investors for general working capital[73](index=73&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) The company reported a $4.1 million net loss in 2018 with no revenue, a $5.5 million working capital deficit, and a going concern opinion Consolidated Statement of Operations Summary (Years Ended Dec 31) | Metric | 2018 | 2017 | Change (%) | | :--- | :--- | :--- | :--- | | Revenues | $0 | $0 | N/A | | Research & Development Expenses | $669,668 | $3,171,665 | (78.9%) | | Total Operating Expenses | $1,393,616 | $4,138,750 | (66.3%) | | Loss on Investment in Equity Securities | ($2,549,451) | $0 | N/A | | Net Loss | ($4,101,303) | ($4,242,860) | (3.3%) | - The decrease in operating expenses was primarily due to a reduction in research and development costs, which were at a more normalized rate in 2018 after establishing key collaborative agreements in the prior year[149](index=149&type=chunk) Working Capital Summary (As of Dec 31) | Metric | 2018 | 2017 | | :--- | :--- | :--- | | Current Assets | $96,273 | $2,643,332 | | Current Liabilities | $5,568,224 | $4,400,247 | | Working Capital (Deficit) | ($5,471,951) | ($1,756,915) | Cash Flow Summary (Years Ended Dec 31) | Metric | 2018 | 2017 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($630,195) | ($1,485,313) | | Net Cash Provided by Financing Activities | $593,000 | $1,560,000 | - The company has incurred significant losses since inception, resulting in an accumulated deficit of **$19.9 million** as of December 31, 2018, raising substantial doubt about its ability to continue as a going concern[159](index=159&type=chunk) [Controls and Procedures](index=32&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure and internal controls were ineffective due to monitoring and segregation of duties issues - Management concluded that disclosure controls and procedures were not effective as of the end of the reporting period[349](index=349&type=chunk) - Internal controls over financial reporting were deemed not effective due to a lack of monitoring and segregation of duties, stemming from a small financial staff of only one person[350](index=350&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=33&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section lists the company's directors and executive officers, including Chairman Eugene Jiang and CEO Dr. Howard Doong Key Executive Officers and Directors | Name | Position | | :--- | :--- | | Eugene Jiang | Chairman of the Board and Interim CFO | | Dr. Howard Doong | Chief Executive Officer (CEO) | | Dr. Tsung-Shann (T.S.) Jiang | Chief Strategy Officer and Director | | Dr. Chi-Hsin (Richard) King | Chief Scientific Officer (CSO) | [Executive Compensation](index=35&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation for 2018 is detailed, with CEO Dr. Howard Doong receiving $100,000 and Chairman Eugene Jiang receiving $60,000 Summary Compensation Table (2018) | Name and Principal Position | Year | Salary ($) | Total ($) | | :--- | :--- | :--- | :--- | | Howard Doong (CEO) | 2018 | 100,000 | 100,000 | | Chun Mu Hung (former CFO) | 2018 | 14,434 | 14,434 | | Eugene Jiang (Chairman & interim CFO) | 2018 | 60,000 | 60,000 | - The company adopted an Equity Incentive Plan in 2016, but no new securities were issued under the plan during fiscal year 2018[375](index=375&type=chunk)[376](index=376&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=38&type=section&id=Item%2012.%20SECURITY%20OWENERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) As of April 8, 2019, Dr. Tsung-Shann Jiang is the principal beneficial owner, holding approximately **57.0%** of the company's outstanding shares Beneficial Ownership of Common Stock (as of April 8, 2019) | Name of Beneficial Owner | Amount of Beneficial Ownership | Percent of Class | | :--- | :--- | :--- | | Dr. Tsung-Shann Jiang | 121,891,654 | 57.0% | | All officers and directors as a group (12 persons) | 123,280,745 | 57.63% | - Dr. Tsung-Shann Jiang holds his shares primarily through YuanGene Corporation, as well as LionArts Promotion Inc., Rgene Corporation, and BioLite, Inc[393](index=393&type=chunk) [Certain Relationships and Related Transactions, Director Independence](index=40&type=section&id=Item%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20DIRECTOR%20INDEPENDENCE) The company has extensive related-party transactions, including collaboration agreements and significant loans for working capital - The company has a collaboration agreement with BioLite Inc., a related party, for five drug products, with total potential payments of **$100 million** based on milestones, of which **$10 million** has been paid in cash and stock[395](index=395&type=chunk)[396](index=396&type=chunk) - A collaboration agreement with BioFirst Corporation, another related party, requires the company to pay **$3 million** for a global license to co-develop a vitreous substitute medical device, which remains unpaid as of the report date[401](index=401&type=chunk)[402](index=402&type=chunk) - The company has received multiple loans and advances from related parties for working capital, including from BioLite, BioFirst, AsianGene, and YuanGene Corporation[400](index=400&type=chunk)[403](index=403&type=chunk)[409](index=409&type=chunk) - In 2018, the company issued convertible promissory notes to related parties: **$250,000** to Keypoint Technology Ltd. and **$250,000** to director Yoshinobu Odaira, both bearing **8% interest**[410](index=410&type=chunk)[411](index=411&type=chunk) [Principal Accountant Fees and Services](index=41&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section details the fees paid to the company's principal accountant for 2018 and 2017, with all fees for audit services Accountant Fees | Fee Category | 2018 | 2017 | | :--- | :--- | :--- | | Audit Fees | $27,400 | $36,930 | | Audit Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | | **Total Fees** | **$27,400** | **$36,930** | Financial Statements and Supplementary Data [Report of Independent Registered Public Accounting Firm](index=33&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor issued a fair opinion on financial statements but highlighted a **going concern** uncertainty due to recurring losses and working capital deficit - The auditor's report highlights a **"going concern" uncertainty** due to the company's history of losses, working capital deficit, and need for additional capital[168](index=168&type=chunk) [Consolidated Financial Statements](index=34&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show no revenue, significant operating losses, a growing accumulated deficit, and reliance on financing Consolidated Balance Sheet Highlights (As of Dec 31) | Metric | 2018 | 2017 | | :--- | :--- | :--- | | Total Assets | $96,273 | $2,643,332 | | Total Liabilities | $5,845,691 | $4,400,247 | | Total Stockholders' Deficit | ($5,749,418) | ($1,756,915) | | Accumulated Deficit | ($19,877,901) | ($15,776,598) | Consolidated Statement of Operations Highlights (Years Ended Dec 31) | Metric | 2018 | 2017 | | :--- | :--- | :--- | | Revenues | $0 | $0 | | Loss from Operations | ($1,393,616) | ($4,138,750) | | Net Loss | ($4,101,303) | ($4,242,860) | | Net Loss Per Share (Basic & Diluted) | ($0.02) | ($0.02) | Consolidated Statement of Cash Flows Highlights (Years Ended Dec 31) | Metric | 2018 | 2017 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($630,195) | ($1,485,313) | | Net Cash Provided by Financing Activities | $593,000 | $1,560,000 | | Net (Decrease) Increase in Cash | ($37,195) | $74,687 | [Notes to Consolidated Financial Statements](index=38&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, financial position, and significant related-party transactions, including a **going concern** issue and reliance on related-party financing - Note 3 (Going Concern): The company has an accumulated deficit of **$19,877,901** as of Dec 31, 2018, and its ability to continue as a going concern depends on obtaining additional financing and achieving profitable operations[240](index=240&type=chunk) - Note 4 (Collaborative Agreements): The company has significant financial commitments under its collaboration agreement with BioLite, with total potential payments of **$100 million** contingent on development milestones, and a **$3 million** commitment to BioFirst[243](index=243&type=chunk)[257](index=257&type=chunk) - Note 5 (Long-Term Investment): The company received **1,530,000 shares** of Rgene Corporation common stock valued at **$2.55 million** in December 2018, but fully wrote off this investment in the same period due to impairment[254](index=254&type=chunk)[259](index=259&type=chunk) - Note 8 (Related Parties Transactions): The company is heavily reliant on related parties for financing, with amounts due totaling **$4.46 million** as of Dec 31, 2018, primarily to BioFirst Corporation (**$4.15 million**)[274](index=274&type=chunk) - Note 14 (Subsequent Events): In **January 2019**, the company secured a **$1 million** revolving line of credit from Cathay Bank, guaranteed by key individuals from its merger partners, BioLite and BioKey[345](index=345&type=chunk)[346](index=346&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=38&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all financial statements and exhibits filed with the report, including key agreements and officer certifications - This section provides an index of all financial statements and exhibits filed with the Form 10-K[416](index=416&type=chunk)[417](index=417&type=chunk)