Material Definitive Agreement - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2022

ABVC BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

Nevada		333-91436		26-0014658
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

44370 Old Warm Springs Blvd. Fremont, CA		94538
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number including area code: (510)668-0881

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		ABVC		The NasdaqStock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into Material Definitive Agreements

As disclosed on ABVC BioPharma, Inc.'s (the "Company") Current Report on Form 8-K (the "Form 8-K") filed on May 12, 2022, the Company entered into certain securities purchase agreement, dated May 11, 2022 (the "SPA"), with a certain institutional investor (the "Purchaser"). Pursuant to the SPA, the Company agreed to issue 2,000,000 shares (the "Shares") of its common stock, par value $0.001 per share (the "Common Stock"), at a price of $2.11 per share and 5-year warrants to purchase up to 2,000,000 shares of Common Stock, exercisable at a price of $2.45 per share (the "Warrants") to the Purchasers. WallachBeth Capital LLC and ViewTrade Securities, Inc. acted as co-placement agents for the offering of the Shares and warrants.

The transaction contemplated by the SPA was closed on May 16, 2022, as all the closing conditions have been satisfied.

The foregoing summary of the terms of the SPA and Warrant is subject to, and qualified in its entirety by, the complete agreements, which are attached as exhibits to this filing and incorporated herein by reference.

The sale and offering of the Shares and Warrants pursuant to the SPA was effected as a takedown off the Company's shelf registration statement on Form S-3, as amended (File No. 333-260588), which became effective on November 29, 2021 (the "Registration Statement"). A final prospectus supplement to the Registration Statement was filed with the Securities and Exchange Commission on May 16, 2022.

We paid to the co-placement agents an aggregate cash fee equal to 8% of the aggregate sales price of the securities sold and issued them warrants to purchase up to 160,000 shares of Common Stock, on the same terms as the Warrants.

This report shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the 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 any such state or jurisdiction.

Item 9.01 Financial Statement and Exhibits

(d) Exhibits

Exhibit No.		Description
4.1		Form of Warrants (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on May 12, 2022)
5.1		Opinion of Hunter Taubman Fischer & Li LLC
10.1		Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed on May 12, 2022)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
May 16, 2022	By:	/s/ Howard Doong
		Howard Doong
		Chief Executive Officer

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