ABVC BioPharma, Inc. (NASDAQ: ABVC) announced the planned spin-off of its wholly owned subsidiary BioKey (Cayman), Inc. and a related dividend distribution of BioKey shares to ABVC shareholders. Subject to regulatory steps, including the effectiveness of the Registration Statement on Form 10 by June 25, 2026, ABVC intends to distribute approximately 15% of BioKey's outstanding Ordinary Shares as a pro rata dividend to shareholders of record as of July 24, 2026. The distribution is expected to be effective on August 3, 2026.
BioKey is a nutraceutical and functional-supplement research, development, and manufacturing company operating as a fully integrated CRO and CDMO platform. Through its subsidiary BioKey, Inc. in California, it offers contract research, formulation development, cGMP manufacturing, regulatory documentation support, and commercial supply services to partners across Asia and North America. BioKey also plans to integrate artificial intelligence technology for its services in the future.
ABVC will distribute approximately 4,500,000 Ordinary Shares, representing about 15% of BioKey's current issued and outstanding shares. Details regarding distribution mechanics, including fractional share treatment and the role of VStock Transfer, LLC as distribution agent, are outlined in the Information Statement accompanying the Form 10, filed with the SEC on June 22, 2026. Shareholders are not required to vote or take any action to approve the spin-off or distribution, and no consideration is required. The distribution will be made in book-entry form through VStock Transfer, LLC.
No public trading market for BioKey Ordinary Shares currently exists. After the distribution, BioKey intends to apply for quotation on the OTC Markets, but there is no assurance of timing or that an active market will develop. Until quoted, holders cannot sell or transfer shares publicly. ABVC Common Stock will continue trading on Nasdaq under the symbol "ABVC."
Dr. Uttam Patil, ABVC's CEO, stated, "We believe the BioKey transaction provides an opportunity to highlight the underlying value of our businesses while maintaining our commitment to long-term shareholder value creation." The spin-off represents a milestone in ABVC's strategy to unlock value from its subsidiaries, technology platforms, and strategic investments, providing shareholders direct participation in BioKey's future. The company continues to evaluate opportunities across its biotechnology, AI, healthcare, and commercial services portfolio for additional value-enhancing transactions.
ABVC BioPharma is a clinical-stage biopharmaceutical company with a pipeline of six drugs and one medical device (ABV-1701/Vitargus®) under development. It utilizes in-licensed technology from research institutions including Stanford University, UC San Francisco, and Cedars-Sinai Medical Center. BioKey (Cayman), Inc. is a wholly owned subsidiary holding BioKey, Inc., a California corporation operating as a fully integrated CRDMO. BioKey holds four FDA-approved ANDAs and operates a cGMP-certified facility in Fremont, California. Following the distribution, BioKey intends to pursue independent growth opportunities, strategic acquisitions, and technology partnerships.
Forward-looking statements in this press release involve risks and uncertainties, including those related to manufacturing, financing, competition, and regulatory approvals. Detailed information is available in ABVC's filings with the SEC, including the Form 10 for the BioKey spin-off, accessible at http://www.sec.gov. The company assumes no obligation to update forward-looking statements.
