ABVC Biopharma Reports Material Agreement & Unregistered Equity Sale

TL;DR

**ABVC Biopharma just issued new shares and signed a big deal, but details are scarce, so watch for dilution.**

AI Summary

ABVC Biopharma, Inc. filed an 8-K on February 8, 2024, reporting an "Entry into a Material Definitive Agreement" and "Unregistered Sales of Equity Securities." This indicates the company has entered into a significant new deal and has issued new shares without registering them with the SEC, likely to raise capital. For investors, this matters because new share issuances can dilute the value of existing shares, potentially lowering the stock price, while the material agreement could be a positive or negative catalyst depending on its terms, which are not detailed in this filing.

Why It Matters

The issuance of unregistered equity securities can dilute existing shareholders' ownership, potentially impacting share price, while the undisclosed material agreement could significantly alter the company's future prospects.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions (material agreement, unregistered equity sales) without providing specific details, creating uncertainty for investors.

Analyst Insight

A smart investor would hold off on making significant moves until more details emerge regarding the 'Material Definitive Agreement' and the specifics of the 'Unregistered Sales of Equity Securities' to fully assess potential dilution and the impact of the new deal.

Key Numbers

• 2024-02-08 — Date of Report (The date the earliest event reported in the 8-K occurred.)
• 001-40700 — Commission File Number (The SEC file number for ABVC Biopharma, Inc.)

Key Players & Entities

• ABVC BIOPHARMA, INC. (company) — the registrant filing the 8-K
• Nevada (company) — state of incorporation for ABVC Biopharma, Inc.
• 001-40700 (dollar_amount) — Commission File Number for ABVC Biopharma, Inc.
• 26-0014658 (dollar_amount) — IRS Employer Identification No. for ABVC Biopharma, Inc.
• February 8, 2024 (dollar_amount) — Date of earliest event reported and filing date

Forward-Looking Statements

• ABVC Biopharma's stock price will experience volatility as investors await details on the material agreement and assess the impact of equity dilution. (ABVC BIOPHARMA, INC.) — medium confidence, target: 2024-03-08

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share ABVC The Nasdaq Stock Mar
• $3.50 — on stock (the " Shares ") at a price of $3.50 per share and (ii) five-year warrants t
• $2.00 — common stock, with an exercise price of $2.00 per share. Under the Agreement, Jiang w
• $500,000 — ability owed on the Land (approximately $500,000) to the Company. Thus, the parties valu
• $2,962,232 — ies value the exchange at approximately $2,962,232. The Agreement also contains customary

Filing Documents

• ea193134-8k_abvcbio.htm (8-K) — 31KB
• ea193134ex4-1_abvcbio.htm (EX-4.1) — 73KB
• ea193134ex10-1_abvcbio.htm (EX-10.1) — 27KB
• ea193134ex99-1_abvcbio.htm (EX-99.1) — 13KB
• ex99-1_001.jpg (GRAPHIC) — 6KB
• 0001213900-24-011360.txt ( ) — 352KB
• abvc-20240208.xsd (EX-101.SCH) — 3KB
• abvc-20240208_lab.xml (EX-101.LAB) — 33KB
• abvc-20240208_pre.xml (EX-101.PRE) — 22KB
• ea193134-8k_abvcbio_htm.xml (XML) — 3KB

01 Entry into Material Definitive Agreements

Item 1.01 Entry into Material Definitive Agreements On February 06, 2024, ABVC BioPharma, Inc. (the " Company ") entered into a definitive agreement with Shuling Jiang (" Jiang "), pursuant to which Jiang shall transfer the ownership of certain land she owns located at Taoyuan City, Taiwan (the " Land ") to the Company (the " Agreement "). Jiang is a director of the Company, is married to TS Jiang, the Company's Chief Strategic Officer and owns approximately 10% of the Company's issued and outstanding shares of common stock. Accordingly, the transaction contemplated by the Agreement constitutes a related party transaction as defined by Item 404 of Regulation S-K. In consideration for the Land, the Company shall pay Jiang (i) 703,495 restricted shares of the Company's common stock (the " Shares ") at a price of $3.50 per share and (ii) five-year warrants to purchase up to 1,000,000 shares of the Company's common stock, with an exercise price of $2.00 per share. Under the Agreement, Jiang will also transfer outstanding liability owed on the Land (approximately $500,000) to the Company. Thus, the parties value the exchange at approximately $2,962,232. The Agreement also contains customary termination provisions, and other obligations and rights of the parties. The transaction contemplated by the Agreement is intended to close on or before March 10, 2024, although the parties can negotiate an extension if necessary. The foregoing description of the Agreement and Warrants is qualified by reference to the full text of the Agreement and Form of Warrant, both of which are filed as exhibits hereto and incorporated herein by reference. 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 Securities 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 s

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. The issuance of the Shares and warrants pursuant to the Agreement was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act and Regulation S under the Securities Act and corresponding provisions of state securities or "blue sky" laws. None of the securities have been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the securities did not involve a public offering and was made without general solicitation or general advertising.

01 Other Events

Item 8.01 Other Events. On February 8, 2024, the Company issued a press release regarding the land acquisitions. A copy of the press release is filed hereto as Exhibit 99.1, and is incorporated herein by reference.

01 Exhibits

Item 9.01 Exhibits (d) Exhibits Exhibit No. Description 4.1 Form of Warrant 10.1 Definitive Agreement 99.1 Press Release 104 Cover Page Interactive Data File, formatted in Inline XBRL 1 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. February 8, 2024 By: /s/ Uttam Patil Uttam Patil Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR