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): July 27, 2023
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) |
| | ☐ | 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)) |
| | ☐ | 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 Nasdaq Stock 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
ABVC BioPharma, Inc. (the “Company”) and certain investors (the “Purchasers”) entered into that certain securities purchase agreement on July 27, 2023 (the “Purchase Agreement”) relating to the offer and sale of 300,000 shares of common stock (the “Shares”), par value $0.001 per share (the “Common Stock”) and 200,000 pre-funded warrants, at an exercise price of $0.01 per share (the “Pre-funded Warrants”), in a registered direct offering (the “Offering”).
Pursuant to the Purchase Agreement, the Company agreed to sell the Shares and/or Pre-funded Warrants at a per share purchase price of $3.50, for gross proceeds of $1,750,000, before deducting any estimated offering expenses. The closing of the Offering will occur on or about July 31, 2023.
The Company currently intends to use the net proceeds from the Offering for research and development, strategic collaborations, working capital and other general corporate purposes, which may include the repayment of debt.
A copy of the form of the Purchase Agreement and form of Pre- funded Warrant is attached hereto as Exhibit 10.1 and 4.1, respectively, and are incorporated herein by reference. The foregoing summary of the terms of the Purchase Agreement and Pre-funded Warrant is subject to, and qualified in its entirety by, such document.
On July 27, 2023, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The sale and offering of the Shares and Pre-funded Warrants pursuant to the Purchase Agreement 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”).
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 Shares 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 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 9.01 Financial Statement and Exhibits
(d) Exhibits
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. |
| | | |
| July 27, 2023 | By: | /s/ Uttam Patil |
| | | Uttam Patil |
| | | Chief Executive Officer |
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