ABVC BioPharma, Inc. (NASDAQ: ABVC) announced Monday the planned spin-off of its wholly owned subsidiary BioKey (Cayman), Inc. through a pro rata dividend distribution of BioKey shares to ABVC shareholders. The move is designed to unlock the value of the subsidiary and reward existing shareholders with direct participation in BioKey's future growth.
Subject to regulatory approvals, including the effectiveness of the Registration Statement on Form 10 by June 25, 2026, ABVC will distribute approximately 4.5 million ordinary shares of BioKey, representing about 15% of BioKey's outstanding shares, to ABVC shareholders of record as of July 24, 2026. The distribution is expected to take effect on August 3, 2026. No action is required from shareholders to receive the dividend, and no consideration will be paid.
BioKey operates as a nutraceutical and functional-supplement research, development, and manufacturing company with a fully integrated Contract Research and Development and Manufacturing Organization (CRDMO) platform. Through its California subsidiary, BioKey, Inc., the company offers contract research services for preclinical and clinical trials, drug formulation and analytical method development, cGMP manufacturing, and FDA-compliant regulatory filing support. BioKey holds four FDA-approved Abbreviated New Drug Applications (ANDAs) and operates a cGMP-certified facility in Fremont, California.
Following the spin-off, BioKey intends to apply for quotation of its shares on the OTC Markets, though no public trading market currently exists. Until such quotation is effective, shareholders will not be able to sell or transfer their BioKey shares. ABVC common stock will continue to trade on Nasdaq under the symbol "ABVC."
Dr. Uttam Patil, ABVC's Chief Executive Officer, 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." He added that the company remains focused on executing its growth strategy and exploring additional opportunities that may benefit shareholders.
The spin-off is part of ABVC's broader strategy to create value through the development, commercialization, and potential separation of subsidiary businesses and technology platforms. ABVC is a clinical-stage biopharmaceutical company with a pipeline of six drugs and one medical device, leveraging technology licensed from institutions including Stanford University, University of California at San Francisco, and Cedars-Sinai Medical Center.
Details of the 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 Securities and Exchange Commission on June 22, 2026. The filing is available at http://www.sec.gov.
Management believes that establishing BioKey as a separate entity will provide greater operational visibility, strategic flexibility, and enhance its ability to pursue future financing and business development initiatives. The company continues to evaluate opportunities across its biotechnology, artificial intelligence, healthcare, and commercial services portfolio for additional value-enhancing transactions.
