Convertible Notes Payable

12 Months Ended

Dec. 31, 2025

Convertible Notes Payable [Abstract]

CONVERTIBLE NOTES PAYABLE

7. CONVERTIBLE NOTES PAYABLE

Lind Notes Payable

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 (the “Lind Note”), that is convertible into shares of the Company’s common stock at an initial conversion price of $10.5 per share, subject to adjustment. The Company also issued Lind a common stock purchase warrant (the “Lind Warrant”) to purchase up to 529,167 shares (post-split) of the Company’s common stock at an initial exercise price of $10.5 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 $308,651, 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 with the issuance of common stock in relation to securities purchase agreement in July 2023. On May 22, 2024, the exercise price of these warrants was reset to $0.75 along with the immediate exercise of existing warrants and issuance of the New Warrants. As of December 31, 2025, these Lind Warrants associated with the first Lind Note were fully exercised.

On November 17, 2023, the Company entered another securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note (the “2^nd Lind 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. The 2^nd Lind Note shall be due and payable on May 19, 2025 and bears no interest. The Company may prepay all, but not less than all, outstanding principal amount prior to maturity, and Lind shall have the right to convert up to one third of the principal amount when the Company prepays. Upon the occurrence of any Event of Default (as defined in the 2^nd Lind Note), the Company must pay Lind an amount equal to 120% of the then outstanding principal amount of the Lind Note, in addition to any other remedies under the Note or the other transaction documents. Lind also received 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 with the SEC 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. 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. During the year ended December 31, 2024, Lind converted $800,000 of 2^nd Lind Note principal amounts into the Company’s common stocks. Refer to the common stock issuance details in Note 12, Equity. As of April 1, 2025, Lind has converted the remaining $400,000 principal balance into the Company’s common stocks.

On January 17, 2024, the Company entered another securities purchase agreement with Lind, pursuant to which the Company issued Lind a secured, convertible note (the “3^rd Lind 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. The 3^rd Lind Note shall be due and payable on July 17, 2025 and bears no interest. The Company may prepay all, but not less than all, outstanding principal amount prior to maturity, and Lind shall have the right to convert up to one third of the principal amount when the Company prepays. Upon the occurrence of any Event of Default (as defined in the 3^rd Lind Note), the Company must pay Lind an amount equal to 120% of the then outstanding principal amount of the Lind Note, in addition to any other remedies under the Note or the other transaction documents Lind also received 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. An amendment was filed with the SEC 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. 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. No conversion or repayment to 3^rd Lind Note occurred during the year ended December 31, 2024.

On March 3, 2025, April 1, 2025, May 14, 2025, June 5, 2025, and July 9, 2025, Lind converted $1,000,000 ($200,000 in each conversion) principal balance on 3^rd Lind Note into 1,000,000 shares of the Company’s common stocks. The 3^rd Lind Note balance was fully converted as of December 31, 2025.

In connection with above three Lind Note offerings, the Company and its subsidiaries: BioKey, BioLite, Biolite BVI, and American BriVision, jointly and severally guaranteed all of the obligations of the Company in connection with the offering with certain collateral, as set forth in the related transaction documents.

On May 22, 2024, November 19, 2024, January 9, 2025, and July 1, 2025, Lind exercised 1,000,000, 500,000, 1,029,167, and 500,000 of the existing warrants to purchase shares of Common Stock at a reduced exercise price of $0.75, $0.42, $0.40, and $1.0 per share, respectively. Refer to the details in Note 12, Equity.

Total interest expenses in connection with the above three Lind Notes were $340,240 and $773,139 for the years ended December 31, 2025 and 2024, respectively.

Other Convertible Notes Payable

On November 1, 2024 and November 5, 2024, the Company’s subsidiary, AiBtl, issued two convertible notes payable, each with a principal amount of $30,000 to two separate individuals, for total consideration of $60,000. Each note has a 1-year term and an implied annual discount rate of 6.89%. These convertible notes bear 0% interest rate and are convertible by the holders into AiBtl’s common stock at $5 per share at any time before maturity. AiBtl reserves the right to repurchase the note in full at any time before maturity. As of December 31, 2025, AiBtl is still negotiating the new term of these convertible notes.

The convertible notes payable is accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options. The Company evaluated the conversion feature and determined that it qualifies for equity classification as it meets the “fixed-for-fixed” criteria. The proceeds from the issuance were allocated to the present value of the liability component in aggregate for $56,132, and to debt discount for $3,867. The debt discount is recorded in additional paid-in capital in the statement of change in equity. The debt discount is being amortized over the 1-year term using the effective interest method. During the year ended December 31, 2025 and 2024, the Company recognized $3,221 and $646 in interest expense related to the amortization of the debt discount.

On April 5, 2025, AiBtl issued a convertible note payable with a principal amount of $9,010 to an individual investor, for total consideration of $9,010. The note has a 1-year term and an implied annual discount rate of 6.89%. with a 0% stated interest rate and is convertible by the holders into AiBtl’s common stock at $5 per share at any time before maturity. AiBtl reserves the right to repurchase the note in full at any time before maturity.

On December 3, December 8, and December 26, 2025, AiBtl issued three convertible notes payable to an individual investor, with a principal amount of $240,000, $100,000, and $150,000, respectively, for total consideration equal to the principal amounts. These notes, with identical terms, have a 1-year term and state annual interest rate of 20%, and are convertible by the holders into AiBtl’s common stock at $7.5 per share at any time before maturity. AiBtl reserves the right to repurchase the note in full at any time before maturity.

The Company recognized a total interest expense of $5,516 for the new convertible notes issued in December 2025 for the year ended December 31, 2025.

Convertible Notes Payable – Related Party

On July 8, 2025, AiBtl issued a convertible note payable with a principal amount of $150,000 to an employee of the Company, a related party, for total consideration of $150,000. The note has a 1-year term with a 0% interest rate and is convertible by the holders into AiBtl’s common stock at $10 per share at any time before maturity. AiBtl reserves the right to repurchase the note in full at any time before maturity. This note was repaid in December 2025.

On December 8 and December 30, 2025, AiBtl issued two convertible notes payable with principal amounts of $150,000 and $90,000, respectively, to an employee of the Company, a related party, for total consideration equal to the principal amounts. The notes have a 1-year term with a 20% interest rate and are convertible by the holders into AiBtl’s common stock at $7.5 per share at any time before maturity. AiBtl reserves the right to repurchase the note in full at any time before maturity.

The carrying amounts of the liability component are summarized as follows:

December 31, 2025	Issuance Entity	Issuance Date	Maturity Date	Principal Amount at Issuance		Stated Interest Rate			Conversion Price		Common Stock to be converted	Principal Amount at Balance Sheet Date		Carrying Value		Fair Value
Other Note	AiBtl	November 1, 2024	November 1, 2025*	$	30,000		0	%	$	5.00	AiBtl	$	30,000		30,000		30,000
Other Note	AiBtl	November 5, 2024	November 5, 2025*		30,000		0	%	$	5.00	AiBtl		30,000		30,000		30,000
Other Note	AiBtl	April 6, 2025	April 6, 2026		9,010		0	%	$	5.00	AiBtl		9,010		9,010		9,010
Other Note	AiBtl	December 3, 2025	December 3, 2026		240,000		0	%	$	7.50	AiBtl		240,000		240,000		240,000
Other Note	AiBtl	December 8, 2025	December 8, 2026		100,000		0	%	$	7.50	AiBtl		100,000		100,000		100,000
Other Note	AiBtl	December 26, 2025	December 26, 2026		150,000		0	%	$	7.50	AiBtl		150,000		150,000		150,000
				$	559,010							$	559,010	$	559,010	$	559,010

* In the process of negotiating the new terms.

December 31, 2025	Issuance Entity	Issuance Date	Maturity Date	Principal Amount at Issuance		Stated Interest Rate			Conversion Price		Common Stock to be converted	Principal Amount at Balance Sheet Date		Carrying Value		Fair Value
Convertible note – related party	AiBtl	December 8, 2025	December 8, 2026	$	150,000		20	%	$	7.50	AiBtl	$	150,000	$	150,000	$	150,000
Convertible note – related party	AiBtl	December 30, 2025	December 30, 2026		90,000		20	%	$	7.50	AiBtl		90,000		90,000		90,000
				$	240,000							$	240,000	$	240,000	$	240,000

December 31, 2024	Issuance Entity	Issuance Date	Maturity Date	Principal Amount at Issuance		Stated Interest Rate			Effective Interest Rate			Conversion Price		Common Stock to be converted	Principal Amount at Balance Sheet Date		Unamortized Discount		Carrying Value		Fair Value
2nd LIND Note	ABVC	November 17, 2023	May 19, 2025	$	1,200,000		0	%		86.94	%	$	1.00	ABVC	$	400,000	$	118,048	$	281,952	$	480,000
3rd LIND Note	ABVC	January 17, 2024	July 17, 2025		1,000,000		0	%		87.40	%	$	1.00	ABVC		1,000,000		388,685		611,315		1,200,000
Other Note	AiBtl	November 1, 2024	November 1, 2025		30,000		0	%		6.89	%	$	5.00	AiBtl		30,000		1,610		28,390		30,000
Other Note	AiBtl	November 5,2024	November 5, 2025		30,000		0	%		6.89	%	$	5.00	AiBtl		30,000		1,611		28,389		30,000
				$	2,260,000										$	1,460,000	$	509,954	$	950,046	$	1,740,000