Restatement and asset surge reshape ABVC BioPharma (NASDAQ: ABVC)
Rhea-AI Filing Summary
ABVC BioPharma, Inc. reported that its previously issued financial statements for the quarter ended September 30, 2025 should no longer be relied upon because of errors in revenue recognition and fair value measurement. The company reversed an aggregate $795,950 of licensing revenue from OncoX and ForSeeCon after determining much of the cash effectively came from related party BioFirst or did not meet contractual payment conditions, and reclassified those amounts to balances with BioFirst and OncoX.
ABVC also remeasured land acquired from director Shuling Jiang, concluding that the fair value of the equity and warrants issued provides a clearer measure than the prior appraisal-based value. This increased the recorded land cost by $798,486 to $4,656,461. The company identified a material weakness in internal control over financial reporting and plans to amend the affected Form 10-Q. Separately, ABVC’s 2025 Form 10-K shows total assets rising 179% to $21.06 million, driven mainly by strategic land and development-oriented assets in Asia.
Positive
- Total assets increased 179% to $21.06 million in 2025, reflecting substantial balance sheet expansion primarily from strategic land and development-oriented assets in Asia that support ABVC’s hybrid asset and licensing model.
- Revaluation of land acquired from a director increased recorded asset value by $798,486, aligning the carrying amount with the fair value implied by ABVC’s publicly traded equity and issued warrants.
Negative
- ABVC determined its Q3 2025 financial statements are not reliable, reversing $795,950 of previously recognized licensing revenue after identifying related-party funding and contractual noncompliance with payment terms.
- The company identified a material weakness in internal control over financial reporting related to revenue recognition and fair value measurements, which it plans to disclose in its Form 10-K for the year ended December 31, 2025.
Insights
ABVC flags a restatement, control weakness, but also major asset growth.
ABVC BioPharma disclosed that its Q3 2025 financial statements can no longer be relied upon, driven by revenue recognized from licensing deals where cash ultimately traced back to related party BioFirst or did not meet contract funding terms. This led to reversal of
The company also changed how it measured land acquired from director Shuling Jiang, using its quoted stock price and warrant valuation instead of an appraisal, which raised the land’s carrying amount by
At the same time, ABVC’s 2025 Form 10-K shows total assets increasing 179% to
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CURRENT REPORT
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Item 2.02 Results of Operations and Financial Condition.
On March 3, 2026, ABVC BioPharma, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year ending December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information reported under this Item 2.02 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Neither this Current Report on Form 8-K, nor any exhibit attached hereto, is an offer to sell or the solicitation of an offer to buy the Securities described herein. Such disclosure does not constitute an offer to sell, or the solicitation of an offer to buy nor shall there be any sales of the Company’s securities in any state in which such an offer, solicitation or sale would be unlawful. The securities mentioned herein have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On February 25, 2026, the Board of Directors (the “Board”) of ABVC Biopharma, Inc. (the “Company”), after discussion with management and in consultation with the Company’s independent registered public accounting firm, concluded that the financial statements for the quarterly period ended September 30, 2025 (the “Restated Period”), as included in the Company’s Quarterly Report on Form 10-Q for the respective periods (the “Prior Filing”), should no longer be relied upon due to errors in those financial statements, specifically inappropriate revenue recognition and the inconsistent application of fair value measurement of certain acquired land.
During the three months ended September 30, 2025, the Company received $595,950 and $200,000 in cash from OncoX and ForSeeCon, respectively, and recognized licensing revenues accordingly. Subsequently at the time of preparing the annual financial statements for the year ended December 31, 2025, management realized that the funds paid by OncoX and ForSeeCon were either partially or fully borrowed from BioFirst, the Company’s related party, as well as an investee over which the Company has significant influence. Management considered that since the Company has certain balances due from Biofirst as of September 30, 2025, the funds received from OncoX and ForSeeCon, in the amounts of $560,000 and $200,000, respectively may have indirectly come from the Company. Therefore, such cash receipts should not be recognized as revenue according to the licensing agreement and ASC 606. As a result, the Company reversed the revenue recognized from Oncox and from ForSeeCon in the amount of $560,000 and $200,000, respectively, as a total of $760,000, against the balance due from related party – BioFirst. Of the total consideration received, $35,950 was sourced from OncoX’s existing operating funds rather than from a qualifying fundraising event. Because the licensing agreement requires that payments be funded exclusively from the proceeds of OncoX’s next financing round, this amount does not satisfy the contractual conditions for payment under the arrangement. As a result, we derecognized $35,950 in revenue and reclassified it as a balance due to OncoX. The total amount of revenue reversed was aggregate $795,950.
On July 15, 2025, the Company entered into a definitive agreement with one of its directors, Shuling Jiang (“Shuling”), pursuant to which Shuling was to transfer the ownership of certain land she owns, with estimated fair value of $3,857,975, located at Taoyuan City, Taiwan, to the Company. Historically, management concluded that the fair value of the land acquired, as determined by an independent third-party real estate appraisal, was clearer evidenced than the fair value of the unlisted equity instruments issued. Therefore, the Company originally recorded the asset based on the appraised value of the land. The Company subsequently determined that the fair value of the equity consideration, derived primarily from the Company's publicly quoted stock price is clearer evidenced and a more reliable measure of fair value.
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As approved at the last annual shareholder meeting, the Company shall pay Shuling (i) 2,035,136 restricted shares of the Company’s common stock (the “Shares”) at a price of $1.65 per share and (ii) five-year warrants to purchase up to 1,000,000 shares of the Company’s common stock, with an exercise price of $2.50 per share. Based on the public market price of the Company’s common stock on June 3, 2025, and the fair value of the warrants issued in this transaction, based on the Black-Scholes valuation model, the Company concluded that the value of the land acquired should be $4,656,461, resulting in an increase of $798,486 in the recognized cost of the land.
The Company intends to file an amendment to the Prior Filing and related disclosures as promptly as practicable. The Company has also considered the guidance in ASC 250, Accounting Changes and Error Corrections, and will include appropriate disclosures regarding the nature of the misstatements and the impact of the corrections.
The Company’s Audit Committee discussed the matters disclosed in this Item 4.02 with its independent registered public accounting firm, Simon & Edward, LLP.
Due to the above, the Company determined that it has a material weakness in its internal controls over financial reporting and shall include such determination in its Annual Report on Form 10-K for the year ended December 31, 2025.
Item 9.01 Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ABVC BioPharma, Inc. | ||
| March 3, 2026 | By: | /s/ Uttam Patil |
| Uttam Patil | ||
| Chief Executive Officer | ||
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Exhibit 99.1
ABVC BioPharma Reports 2025 Form 10-K
Total Assets Increase 179% to $21.06 Million as Company Strengthens Asset-Backed Licensing Model
Silicon Valley, CA (March 3, 2026) – ABVC BioPharma, Inc. (NASDAQ: ABVC) today announced the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, marking a transformative year characterized by substantial balance sheet growth and strategic long-term asset positioning.
Significant Balance Sheet Expansion
Total assets increased to $21,062,203, compared to $7,539,907 in 2024 — representing a 179% year-over-year increase.
Net property and equipment rose to $12,835,409, up from $511,088 in the prior year, primarily driven by the strategic acquisition of land and development-oriented land assets in Asia. The title transition to ABVC and its subsidiary is in process.
As of December 31, 2025, the Company reported:
| ● | Total Assets: $21.06 million |
| ● | Property and Equipment (net): $12.84 million |
| ● | Operating Lease Right-of-Use Assets: $1.91 million |
| ● | Long-Term Investments: $1.88 million |
Management believes the 2025 fiscal year represents a structural strengthening of the Company’s balance sheet and asset foundation.
Licensing Structure: Risk Transfer with Long-Term Economic Retention
Over prior years, ABVC strategically licensed its core drug programs to a subsidiary and related parties:
| ● | CNS pipeline to AiBtl BioPharma |
| ● | Oncology programs to OncoX BioPharma |
| ● | Ophthalmology programs to ForSeeCon Eye Corporation |
Under this structure:
| ● | Subsidiary and related parties handle advancing clinical development |
| ● | ABVC reduces direct clinical cash burn exposure |
| ● | ABVC retains licensing economics and equity participation |
Thus far, this model has enabled ABVC to separate development risk from long-term value participation, while preserving upside and mitigating capital intensity. We believe this model will continue to benefit us.
Strategic Asset Expansion in Taiwan
In parallel with its licensing framework, ABVC is on a trajectory to strengthen its long-term infrastructure positioning in Asia through direct, or via its subsidiary’s strategic land asset acquisitions.
1. Longtan District, Taoyuan – 5,995.41 square meters1
The Longtan property was valued at $4.6 million as of December 31, 2025.
The land is being held as a strategic reserve asset with flexible future use potential, including healthcare-related applications, demonstration facilities, or supportive infrastructure aligned with biotechnology and long-term care initiatives.
The Company has adopted a disciplined “land-first, development-later” approach, preserving strategic optionality while strengthening tangible asset backing.
2. Puli Township, Nantou – 69,230.90 square meters2
The Puli property was independently appraised as of January 30, 2026, at approximately USD $8.0 million.
The Puli development plan is designed as a staged, long-term initiative focused on:
| ● | Establishing a medicinal plant cultivation base |
| ● | Supporting pharmaceutical supply chain localization |
| ● | Creating an agricultural-biotech integration platform |
| ● | Developing value-added processing and storage infrastructure |
Projected annual cultivation and processing output value is estimated between approximately $60,000 to $360,000, depending on processing depth and value enhancement.
The Puli site represents a scalable long-term development platform rather than a short-term construction project, with phased investment over multiple years.
| 1 | Due to the administrative requirements governing title transfers in Taiwan, this land is registered under a related party landholder, pending completion of the applicable regulatory review; the final holding structure will be determined in accordance with Taiwan’s legal and regulatory requirements. |
| 2 | As of the date hereof, the transfer of the land’s title is under government review, pending completion of the title transfer registration. |
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Evolution Toward a Hybrid Asset Model
The potential for a substantial increase in fixed and real assets reflects ABVC’s strategic evolution — transitioning from a purely IP-driven biotech structure toward a hybrid model combining:
| ● | Intellectual property |
| ● | Licensing revenue potential |
| ● | Equity participation in development subsidiaries |
| ● | Tangible long-term physical assets |
About ABVC BioPharma & Its Industry
ABVC BioPharma is a clinical-stage biopharmaceutical company with an active pipeline of six drugs and one medical device (ABV-1701/Vitargus®) under development. For its drug products, the Company utilizes in-licensed technology from its network of world-renowned research institutions to conduct proof-of-concept trials through Phase II of clinical development. The Company’s network of research institutions includes Stanford University, University of California at San Francisco, and Cedars-Sinai Medical Center. For Vitargus®, the Company intends to conduct pivotal clinical trials (Phase III) through global partnerships.
Forward-Looking Statements
This press release contains “forward-looking statements.” Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential,” or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified, and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. None of the outcomes expressed herein are guaranteed. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) our inability to manufacture our product candidates on a commercial scale on our own, or in collaboration with third parties; (ii) difficulties in obtaining financing on commercially reasonable terms; (iii) changes in the size and nature of our competition; (iv) loss of one or more key executives or scientists; and (v) difficulties in securing regulatory approval to proceed to the next level of the clinical trials or to market our product candidates. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
Contact:
Uttam Patil
Email: uttam@ambrivis.com
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FAQ
What did ABVC BioPharma (ABVC) disclose about its Q3 2025 financial statements?
Why did ABVC BioPharma reverse $795,950 of licensing revenue from OncoX and ForSeeCon?
How did ABVC BioPharma change the valuation of land acquired from director Shuling Jiang?
What internal control issue did ABVC BioPharma identify in connection with these corrections?
How did ABVC BioPharma’s total assets change in 2025 according to its Form 10-K?
What role do land assets in Taiwan play in ABVC BioPharma’s strategy?
Filing Exhibits & Attachments
4 documentsPress Releases
