Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On August 21, 2026, ABVC BioPharma, Inc. (the "Company") completed the previously announced partial legal and structural separation (the "Reorganization Transactions") of its subsidiary, BioKey (Cayman), Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands ("BioKey Cayman"), by distributing approximately 15% of the issued and outstanding ordinary shares, par value $0.0001 per share ("Ordinary Shares"), of BioKey Cayman to holders of common stock of the Company (the "ABVC Common Stockholders") as a pro rata dividend (the "Distribution"), pursuant to the terms of that certain Separation and Distribution Agreement, dated as of June 22, 2026, between the Company and BioKey Cayman (the "Separation Agreement").

The Reorganization Transactions consist of two distinct steps: (i) the legal separation of BioKey Cayman from ABVC (the "Separation") and (ii) the subsequent Distribution. To effect the Separation, BioKey Cayman filed a Registration Statement on Form 10 pursuant to the Exchange Act (File No. 000-56853), which became effective on June 25, 2026 (the "Form 10"). Upon effectiveness of the Form 10 and execution of the Separation Agreement, BioKey Cayman became a separate Exchange Act reporting company, although we continued to own 100% of the Ordinary Shares. Pursuant to the Distribution, the ABVC Common Stockholders received 0.169464 of an Ordinary Share for each share of common stock of the Company held at the close of business on July 24, 2026 (the "Record Date").

Ultimately, we distributed 4,500,390 Ordinary Shares to ABVC Common Stockholders. The Distribution became effective as of 11:59 p.m., New York City time, on August 21, 2026 (the "Distribution Date"). Following the Distribution, ABVC Common Stockholders collectively maintain a 15% ownership in BioKey Cayman's issued and outstanding Ordinary Shares and we remain BioKey Cayman's controlling shareholder, holding approximately 85% of BioKey Cayman's issued and outstanding Ordinary Shares. All ownership percentages included herein are based on the number of Ordinary Shares issued and outstanding as of August 21, 2026. As both steps have been completed, BioKey Cayman is no longer one of our wholly owned subsidiaries and exists as an independent, separate Exchange Act reporting and trading entity, over which we only maintain a controlling interest.

The Form 10 includes a preliminary information statement that describes the Reorganization Transactions and provides important information regarding BioKey Cayman's business and management. The final information statement, dated August 27, 2026 (the "Information Statement"), is attached as Exhibit 99.1 to the Current Report on Form 8-K that BioKey Cayman filed on August 27, 2026.

No trading market for the Ordinary Shares currently exists. BioKey Cayman intends to apply to have its Ordinary Shares quoted on the OTC Markets. Because BioKey Cayman is not currently listed on the OTC Markets, it has not yet been assigned a trading symbol. A trading symbol will be assigned in connection with, and upon completion of, the OTC listing process.

In connection with the Reorganization Transactions, the Company and BioKey Cayman entered into several agreements that, among other things, govern the ongoing relationship between the Company and BioKey Cayman following the Reorganization Transactions, including: (i) the Separation Agreement; (ii) the Transitional Services Agreement, dated as of June 22, 2026 (the "TSA"); (iii) the Tax Matters Agreement, dated as of June 22, 2026 (the "Tax Matters Agreement"); and (iv) the Employee Matters Agreement, dated as of June 22, 2026 (the "Employee Matters Agreement"). The Separation Agreement governs the relationship between the Company and BioKey Cayman up to and after completion of the Reorganization Transactions and allocates between the Company and BioKey Cayman various assets, rights, liabilities, and obligations, including employee benefits, intellectual property, and tax-related assets and liabilities.

The Separation Agreement includes various post-closing covenants, including agreements relating to the parties' insurance policies, information sharing and other operational matters. The Separation Agreement also includes a mutual release by the Company, on the one hand, and ABVC, on the other hand, of the other party from certain specified liabilities, as well as mutual indemnification covenants pursuant to which the Company and ABVC have agreed to indemnify each other from certain specified liabilities.