ABVC BioPharma Files S-1 Registration

TL;DR

ABVC BioPharma just filed an S-1, get ready for a potential stock offering.

AI Summary

ABVC BioPharma, Inc. filed an S-1 registration statement on June 21, 2024, to register securities. The company, formerly known as American BriVision (Holding) Corp, is based in Fremont, California, and operates in the pharmaceutical preparations sector. This filing indicates a potential offering of new securities to the public.

Why It Matters

This S-1 filing signals ABVC BioPharma's intent to potentially raise capital through a public offering, which could fund its research and development or expansion efforts.

Risk Assessment

Risk Level: medium — S-1 filings often precede stock offerings, which carry inherent market and execution risks for the company and investors.

Key Numbers

• 333-280411 — SEC File Number (Identifies the specific SEC registration)
• 26-0014658 — IRS Employer Identification Number (Company's tax identification number)

Key Players & Entities

• ABVC BIOPHARMA, INC. (company) — Registrant
• American BriVision (Holding) Corp (company) — Former company name
• June 21, 2024 (date) — Filing date
• 44370 Old Warm Springs Blvd., Fremont, CA 94538 (address) — Principal executive offices
• Dr. Uttam Patil (person) — Chief Executive Officer

FAQ

Key Financial Figures

• $0.001 — , a Nevada corporation (the "Company"), $0.001 par value (the "Common Stock"). These s
• $0.723 — e closing price of our common stock was $0.723 per share. The Selling Stockholders ma
• $0.0001 — 00,000,000 shares authorized, par value $0.0001. Its key Subsidiaries include BioLite B
• $10 — ived 23 million shares of AIBL stock at $10 per share, and if certain milestones ar
• $3,500,000 — in milestones are met, each may receive $3,500,000 and royalties equaling 5% of net sales,
• $100 million — yalties equaling 5% of net sales, up to $100 million. Upon the issuance of the shares, AIBL
• $6,250,000 — hereof, Oncox shall pay ABVC a total of $6,250,000 (or 1,250,000 Oncox shares valued at $5
• $5 — 00 (or 1,250,000 Oncox shares valued at $5 per share1) 30 days after entering the
• $625,000 — with an additional milestone payment of $625,000 in cash after OncoX's next round of fun
• $100,000 — cox may remit cash payments of at least $100,000 towards the licensing fees and deductib
• $33,500,000 — shall receive a total licensing fee of $33,500,000, composed of an upfront payment of $30,
• $30,000,000 — ,000, composed of an upfront payment of $30,000,000, which can instead be paid with 5 milli
• $6 — with 5 million shares of FEYE stock at $6/share within 30 days after the executio
• $6.30 — mon stock at an exercise price equal to $6.30 per share, exercisable until the fifth
• $10.00 — mon stock at an exercise price equal to $10.00 per share, exercisable until the fifth

Filing Documents

• ea0207987-s1_abvcbio.htm (S-1) — 2621KB
• ea020798701ex5-1_abvcbio.htm (EX-5.1) — 14KB
• ea020798701ex23-2_abvcbio.htm (EX-23.2) — 5KB
• ea020798701ex-fee_abvcbio.htm (EX-FILING FEES) — 12KB
• image_001.jpg (GRAPHIC) — 22KB
• image_002.jpg (GRAPHIC) — 22KB
• fin_001.jpg (GRAPHIC) — 20KB
• fin_002.jpg (GRAPHIC) — 5KB
• fin_003.jpg (GRAPHIC) — 2KB
• ex5-1_001.jpg (GRAPHIC) — 7KB
• ex23-2_001.jpg (GRAPHIC) — 26KB
• ex23-2_002.jpg (GRAPHIC) — 4KB
• ex23-2_003.jpg (GRAPHIC) — 14KB
• 0001213900-24-054857.txt ( ) — 11910KB
• abvc-20240331.xsd (EX-101.SCH) — 103KB
• abvc-20240331_cal.xml (EX-101.CAL) — 62KB
• abvc-20240331_def.xml (EX-101.DEF) — 526KB
• abvc-20240331_lab.xml (EX-101.LAB) — 797KB
• abvc-20240331_pre.xml (EX-101.PRE) — 543KB
• ea0207987-s1_abvcbio_htm.xml (XML) — 1522KB

RISK FACTORS

RISK FACTORS 9 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 28

USE OF PROCEEDS

USE OF PROCEEDS 29

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 30

BUSINESS

BUSINESS 56 MANAGEMENT 72

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 77

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 80 RELATED PARTY TRANSACTIONS OF DIRECTORS AND EXECUTIVE OFFICERS OF THE COMBINED COMPANY 81

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 84 SELLING STOCKHOLDERS 86 PLAN OF DISTRIBUTION 87 LEGAL MATTERS 89 EXPERTS 89 WHERE YOU CAN FIND MORE INFORMATION 89 You should rely only on the information contained in this prospectus or in any free writing prospectus that we may specifically authorize to be delivered or made available to you. We and our Underwriter have not authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus may only be used where it is legal to offer and sell our securities. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. Unless the context otherwise requires, the terms "ABVC," "we," "us" and "our" in this prospectus refer to ABVC BIOPHARMA, INC., and "this offering" refers to the offering contemplated in this prospectus. i PROSPECTUS CONVENTIONS Except where the context otherwise requires and for purposes of this prospectus only: "American BriVision Corporation" refers to a Delaware corporation and wholly-owned subsidiary of ABVC; "APR" or "annual percentage rate" refers to the annual rate that is charged to borrowers, including a fixed interest rate and a transaction fee rate, expressed as a single percentage number that represents the actual yearly cost of borrowing over the life of a loan; "BioKey" means BioKey, Inc. refers to a California corporation and wholly-owned subsidiary of ABVC; "BioLite" means BioLite Holding, Inc.

View Full Filing

View this S-1 filing on SEC EDGAR