UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No.1
☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-40700
ABVC BioPharma, Inc.
(Exact name of Company in its charter)
| Nevada | 26-0014658 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification) |
44370 Old Warm Springs Blvd.
Fremont, CA 94538
(Address of principal executive offices, including zip code)
Registrant’s Telephone number, including area code: (510)-668-0881
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 |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the part 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☒ | Smaller Reporting Company | ☒ | |
| 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing price of registrant’s common stock as quoted on the Nasdaq Stock Market as of June 30, 2023 was $5.2.
As of March 12, 2024, the registrant had 10,560,421 shares of common stock outstanding and 0 shares of convertible preferred stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
| Auditor Name: | Auditor Location: | Auditor Firm ID: | ||
| WWC, P.C. | San Mateo, California | 1171 |
EXPLANATORY NOTE
ABVC BioPharma, Inc. (the “Company”) is filing this Amendment No. 1 to Annual Report on Form 10-K (the “Amended 10-K”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 13, 2024 (the “Original 10-K”). The sole purpose of this Amended 10-K is to file Exhibit 19.1 and Exhibit 97. Accordingly, this Amended 10-K consists solely of the cover page, this explanatory note, the exhibit index and the exhibits filed herewith.
The Company has made no attempt in this Amended 10-K to modify or update the disclosures presented in the Original 10-K other than as noted in the previous paragraph. Except as noted above, this Amended 10-K does not reflect events occurring after the filing of the Original 10-K. Accordingly, this Amended 10-K should be read in conjunction with the Original 10-K, and the Company’s other filings with the SEC subsequent to the filing of the Original 10-K, including any amendments thereto.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) List of Financial statements included in Part II hereof
| Report of Independent Registered Public Accounting Firm (PCAOB ID 1171) | F-2 |
| Balance Sheets as of December 31, 2023 | F-3 |
| Statements of Operations for the years ended December 31, 2023 and 2022 | F-4 |
| Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2023 and 2022 | F-6 |
| Statements of Cash Flows for the years ended December 31, 2023 and 2022 | F-5 |
| Notes to the Financial Statements | F-7 |
Financial Statements are not included in this Exhibits Only 10-K/A
(a)(2) List of Financial Statement schedules included in Part IV hereof: None.
(a)(3) Exhibits
The following exhibits are included herewith:
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| + | Filed herewith |
| ++ | Furnished herewith |
| (1) | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 16, 2016. |
| (2) | Incorporated by reference to Exhibit 3.01 to the Company’s Form SB-2 filed on June 28, 2002 |
| (3) | Incorporated by reference to Exhibit 3.6 to the Company’s Quarterly Report on Form 10-Q filed on May 10, 2021. |
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| (4) | Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 28, 2016. |
| (5) | Incorporated by reference to Exhibit 3.4 to the Company’s Form S-1, filed on September 13, 2016. |
| (6) | Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed on April 7, 2020 |
| (7) | Incorporated by reference to Exhibit 4.1 the Company’s Current Report on Form 8-K, filed on April 24, 2020 |
| (8) | Incorporated by reference to Exhibit 10.2 the Company’s Current Report on Form 8-K, filed on February 16, 2016. |
| (9) | Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on June 9, 2016. |
| (10) | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 21, 2022. |
| (11) | Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on February 22, 2017. |
| (12) | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 24, 2017. |
| (13) | Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on May 30, 2017. |
| (14) | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 20, 2017. |
| (15) | Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on September 20, 2017. |
| (16) | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 1, 2019. |
| (17) | Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on February 1, 2019. |
| (18) | Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on February 1, 2019. |
| (19) | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 24, 2020. |
| (20) | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed April 14, 2020. |
| (21) | Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K, filed May 15, 2020. |
| (22) | Incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K, filed May 15, 2020 |
| (23) | Incorporated by reference to Exhibit 14.1 to the Company’s Amendment No.1 to Form S-1, filed on November 14, 2016. |
| (24) | Incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K, filed on October 21, 2022. |
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| (25) | Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed May 12, 2022. |
| (26) | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 8, 2021. |
| (27) | Incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K, filed March 16, 2021. |
| (28) | Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed March 16, 2021. |
| (29) | Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on June 21, 2022. |
| (30) | Incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 24, 2023. |
| (31) | Incorporated by reference to the Company’s Current Report on Form 8-K, filed on June 23, 2023. |
| (32) | Incorporated by reference to the Company’s Current Report on Form 8-K, filed on November 20, 2023. |
| (33) | Incorporated by reference to the Company’s Current Report on Form 8-K, filed on January 17, 2024. |
| (34) | Incorporated by reference to the Amendment No.1 to Form S-1, filed on February 9, 2024. |
| (35) | Incorporated by reference to the Company’s Annual Report on Form 10-K/A, filed June 6, 2022 |
| (36) | Incorporated by reference to the Company’s Current Report on Form 8-K, filed on July 24, 2023. |
| (37) | Incorporated by reference to the Company’s Current Report on Form 8-K, filed on January 17, 2024. |
| (38) | Incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 29, 2024. |
| (39) | Incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 29, 2024. |
| (40) | Incorporated by reference to the Company’s Annual Report on Form 10-K, filed on March 13, 2024. |
Item 16. Form 10-K Summary
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 14, 2024.
| ABVC BioPharma, Inc. | ||
| By: | /s/ Uttam Patil | |
| Uttam Patil | ||
| Chief Executive Officer (Principal Executive Officer) | ||
| By: | /s/ Leeds Chow | |
| Leeds Chow | ||
| Chief Financial Officer (Principal Financial Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Signature | Title | Date | ||
| /s/ Uttam Patil | Chief Executive Officer (Principal Executive Officer) | March 14, 2024 | ||
| Uttam Patil | ||||
| /s/ Leeds Chow | Chief Financial Officer (Principal Financial Officer) | March 14, 2024 | ||
| Leeds Chow | ||||
| /s/ Eugene Jiang | Chairman of the Board of Directors | March 14, 2024 | ||
| Eugene Jiang | ||||
| /s/ Yen-Hsin Chou | Director | March 14, 2024 | ||
| Yen-Hsin Chou | ||||
| /s/ Hsin-Hui Miao | Director | March 14, 2024 | ||
| Hsin-Hui Miao | ||||
| /s/ Tsang-Ming Jiang | Director | March 14, 2024 | ||
| Tsang-Ming Jiang | ||||
| /s/ Shuling Jiang | Director | March 14, 2024 | ||
| Shuling Jiang | ||||
| /s/ Norimi Sakamoto | Director | March 14, 2024 | ||
| Norimi Sakamoto | ||||
| /s/ Tsung-Shann Jiang | Director | March 14, 2024 | ||
| Tsung-Shann Jiang | ||||
| /s/ Chang-Jen Jiang | Director | March 14, 2024 | ||
| Chang-Jen Jiang | ||||
| /s/ Yoshinobu Odaira | Director | March 14, 2024 | ||
| Yoshinobu Odaira | ||||
| /s/ Che-Wei Hsu | Director | March 14, 2024 | ||
| Che-Wei Hsu | ||||
| /s/ Yu-Min (Francis) Chung | Director | March 14, 2024 | ||
| Yu-Min (Francis) Chung |
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