UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, over the past year, ABVC BioPharma, Inc. (the “Company”) has entered into three securities purchase agreements with Lind Global Fund II, LP (“Lind”), pursuant to which the Company has issued to Lind: (i) 3,527,778 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) underlying a secured, convertible note pursuant to that certain securities purchase agreement dated as of February 23, 2023 between the Company and Lind (the “Lind Transaction”); (ii) 5,291,667 shares of Common Stock underlying a common stock purchase warrant pursuant to the Lind Transaction; (iii) 342,857 shares of Common Stock of the Company underlying a secured, convertible note pursuant to that certain securities purchase agreement dated as of November 17, 2023 between the Company and Lind (the “2nd Lind Transaction”); (iv) 1,000,000 shares of Common Stock underlying a common stock purchase warrant pursuant to the 2nd Lind Transaction; (v) 285,714 shares of Common Stock of the Company underlying a secured, convertible note pursuant to that certain securities purchase agreement dated as of January 17, 2024 between the Company and Lind (the “3rd Lind Transaction,” together with the Lind Transaction and 2nd Lind Transaction, the “Initial Lind Transactions”) and (vi) 1,000,000 shares of Common Stock underlying a common stock purchase warrant pursuant to the 3rd Lind Transaction (all of the warrants issued to Lind are hereinafter referred to as the “Existing Warrants” and the shares of Common Stock issuable thereunder, are hereinafter referred to as the “Existing Shares”).
On May 22, 2024, the Company and Lind entered into a letter agreement (the “Agreement”), pursuant to which Lind will exercise, for cash, 1,000,000 of the Existing Warrants (the number of warrants so exercised is herein referred to as the “Outstanding Exercised Warrants”) to purchase shares of Common Stock at a reduced exercise price of $0.75 per share. Lind will also receive a new warrant to purchase 1,000,000 shares Common Stock, exercisable at any time on or after the date of its issuance and until the five-year anniversary thereof, for $1.00 per share (the “New Warrant”).
The Company agreed to register the shares of Common Stock issuable upon exercise of the New Warrant (the “New Warrant Shares”) within 30 calendar days after the closing and have such registration statement declared effective within 60 calendar days following the closing (such date may be extended if the U.S. Securities and Exchange Commission issues comments related thereto). Under the Agreement, if the registration statement is not declared effective on or before the deadline set forth above, the Company shall pay $15,000 per week to Lind until the date the registration statement is declared effective.
The New Warrant may be exercised via cashless exercise in the event a registration statement covering the New Warrant Shares is not available for the resale of such warrant shares.
The Agreement also contains customary representation and warranties of the Company and Lind, indemnification obligations of the Company, termination provisions, and other obligations and rights of the parties.
The foregoing description of the transaction documents is qualified by reference to the full text of the forms of the documents, which are filed as Exhibits hereto and incorporated herein by reference.
Allele Capital Partners, LLC (“Allele”) together with its executing broker dealer, Wilmington Capital Securities, LLC (together with its affiliates, “Wilmington”), served as the exclusive placement agent (the “Placement Agent”) of the Offering. The Company shall pay them a 2% cash fee on the proceeds received from the exercise of the Outstanding Exercised Warrants.
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 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 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Exhibit | |
| 10.1 | Letter Agreement | |
| 10.2 | Form of Warrant | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 23, 2024 | By: | /s/ Uttam Patil |
| Uttam Patil | ||
| Chief Executive Officer | ||
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