UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): January 17, 2024 (
(Exact name of registrant as specified in its charter)
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
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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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On November 20, 2023, ABVC BioPharma, Inc. (the “Company”) reported in the initial Current Report on Form 8-K that it entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Lind Global Fund II, LP (“Lind”), pursuant to which the Company issued Lind a secured, convertible note in the principal amount of $1,200,000 (the “Offering”), for a purchase price of $1,000,000 (the “Note”), on November 17, 2023 (the “Initial 8K”). Pursuant to the Offering, Lind also received a 5-year, common stock purchase warrant (the “Warrant”) to purchase up to 1,000,000 shares of the Company’s common stock at an initial exercise price of $2 per share, subject to adjustment.
The Initial 8K further noted that 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 and that the Company agreed to pay certain expenses of the placement agent in connection with the Offering.
We are filing this amendment to disclose the following:
| ● | Placement Agent Warrants: that the Company also issued Allele warrants to purchase up to 30,000 shares of our common stock, at an initial exercise price of $2.00 per share, subject to adjustment (the “PA Warrants”). The PA Warrants shall be in substantially the same form as the Warrants issued to the investors in the Offering. | |
| ● | Conversion Price: The Conversion Price of the Notes is intended
to be the lesser of (i) $3.50 (the “Fixed Price”) and (ii) 90% of the average of the three lowest VWAPs during
the 20 trading days prior to conversion (“Variable Price”), and shall be subject to adjustment as provided herein.
Notwithstanding the foregoing, provided that no Event of Default shall have occurred, conversions hereunder shall be at the Fixed Price
for the first one hundred eighty days (180) following the date hereof. The original Note inadvertently did not contain the word “average,”
so the parties entered into an amendment to clarify same. The form of amendment is filed as an Exhibit hereto and incorporated herein
by reference. The foregoing description of the PA Warrants is qualified by reference to the full text of the form of the Warrants, which is filed as an Exhibit 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 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. |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
Number |
Exhibit | |
| 10.1 | Form of Warrant (incorporated by reference to Exhibit 10.3 of the 8K filed on November 20, 2023) | |
| 10.2 | Form of Amendment | |
| 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. | ||
| January 17, 2024 | By: | /s/ Uttam Patil |
| Uttam Patil | ||
| Chief Executive Officer | ||
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