UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.01 Entry into Material Definitive Agreements
ABVC BioPharma, Inc. (the “Company”) and certain investors (the “Purchasers”) entered into certain securities purchase agreement on May 11, 2022 (the “Purchase Agreement”) relating to the offer and sale of 2,000,000 shares of common stock (the “Shares”), par value $0.001 per share (the “Common Stock”) in a registered direct offering (the “Offering”). Pursuant to the Offering, the Company will also issue 5-year warrants to purchase 2,000,000 shares of Common Stock, exercisable at a price of $2.45 per share (the “Pre-funded Warrants”) to the Purchasers.
Pursuant to the Purchase Agreements, the Company agreed to sell the Shares at a per share purchase price of $2.11 per share, for gross proceeds of $4,220,000, before deducting any estimated offering expenses. The closing of the Offering will occur on or about May 16, 2022.
The Company currently intends to use the net proceeds from the Offering for research and development, corporate venture capital, strategic collaborations, working capital and other general corporate purposes.
A copy of the form of the Purchase Agreement and form of Pre- funded Warrant is attached hereto as Exhibit 1.1 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 May 12, 2022, the Company issued a press release announcing 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”).
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Form of Securities Purchase Agreement, between the Company and the Purchasers | |
| 4.1 | Form of Warrant | |
| 99.2 | Press Release dated May 12, 2022 |
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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 12, 2022 | By: | /s/ Howard Doong |
| Howard Doong | ||
| Chief Executive Officer | ||
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