true Amendment No. 1 to Form 8-K 0001173313 0001173313 2023-11-16 2023-11-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K/A

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 25, 2024 (November 16, 2023)

 

ABVC BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-40700   26-0014658
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

44370 Old Warm Springs Blvd.

Fremont, CA

  94538
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number including area code: (510) 668-0881

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol   Name of each exchange on which registered
Common Stock, par value $0.001 per share   ABVC   The Nasdaq Stock Market LLC

 

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).

 

Emerging growth company 

 

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 Material Definitive Agreements 

 

On November 12, 2023, ABVC BioPharma, Inc. (the “Company”), and one of its subsidiaries, BioLite, Inc. (“BioLite”), filed the initial Current Report on Form 8-K to disclose that it entered into a definitive agreement with AiBtl BioPharma Inc. (“AIBL”), pursuant to which the Company and BioLite entered into a multi-year, global licensing agreement (the “Licensing Agreement”) for the Company and BioLite’s CNS drugs with the indications of MDD (Major Depressive Disorder) and ADHD (Attention Deficit Hyperactivity Disorder) (collectively, the “Licensed Products”).

 

On June 23, 2024, the Company and BioLite, each entered into an amendment (the “Amendment”) to the Licensing Agreement with AIBL, pursuant to which the Company and BioLite have agreed to allow AIBL to pay the second milestone payment in the amount of $3,500,000 per Licensing Agreement, incrementally (such as $50,000), at any given time, rather than in one lump sum.

 

The foregoing descriptions of the agreements are not complete and are qualified in their entirety by reference to the full text of the agreements, copies of which are attached as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K/A and incorporated herein by reference.

 

Item 9.01 Financial Statement and Exhibits

  

(d) Exhibits

 

Exhibit No.   Description
10.1   Amendment to the License Agreement between the Company and AiBtl BioPharma Inc.
10.2   Amendment to the License Agreement between BioLite, Inc. and AiBtl BioPharma Inc.
10.3   License Agreement between the Company and AiBtl BioPharma Inc. (incorporated by reference to Exhibit 10.40 of the Company’s Quarterly Report on Form 10-Q, filed on November 15, 2023)
10.4   License Agreement between BioLite, Inc. and AiBtl BioPharma Inc. (incorporated by reference to Exhibit 10.41 of the Company’s Quarterly Report on Form 10-Q, filed on November 15, 2023)
104   Cover Page Interactive Data File, formatted in Inline XBRL

 

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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.

 

June 25, 2024 By: /s/ Uttam Patil
    Uttam Patil
    Chief Executive Officer

 

 

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