Current Report Filing (8-k)
May 17 2022 - 6:12AM
Edgar (US Regulatory)
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2022-05-16
2022-05-16
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iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 16, 2022
ABVC BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
Nevada |
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333-91436 |
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26-0014658 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
44370 Old Warm Springs Blvd.
Fremont, CA |
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94538 |
(Address of principal executive offices) |
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(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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
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Name of each exchange on which registered |
Common Stock, par value $0.001 per share |
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ABVC |
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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
As disclosed on ABVC BioPharma,
Inc.’s (the “Company”) Current Report on Form 8-K (the “Form 8-K”) filed on May 12, 2022,
the Company entered into certain securities purchase agreement, dated May 11, 2022 (the “SPA”), with a certain institutional
investor (the “Purchaser”). Pursuant to the SPA, the Company agreed to issue 2,000,000 shares (the “Shares”)
of its common stock, par value $0.001 per share (the “Common Stock”), at a price of $2.11 per share and 5-year warrants
to purchase up to 2,000,000 shares of Common Stock, exercisable at a price of $2.45 per share (the “Warrants”) to
the Purchasers. WallachBeth Capital LLC and ViewTrade Securities, Inc. acted as co-placement agents for the offering of the Shares and
warrants.
The transaction contemplated
by the SPA was closed on May 16, 2022, as all the closing conditions have been satisfied.
The foregoing summary of the
terms of the SPA and Warrant is subject to, and qualified in its entirety by, the complete agreements, which are attached as exhibits
to this filing and incorporated herein by reference.
The sale and offering of the
Shares and Warrants pursuant to the SPA 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”). A final
prospectus supplement to the Registration Statement was filed with the Securities and Exchange Commission on May 16, 2022.
We paid to the co-placement
agents an aggregate cash fee equal to 8% of the aggregate sales price of the securities sold and issued them warrants to purchase up to
160,000 shares of Common Stock, on the same terms as the Warrants.
This report shall not constitute
an offer to sell or the solicitation to buy nor shall there be any sale of the securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
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.
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ABVC BioPharma, Inc. |
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May 16, 2022 |
By: |
/s/ Howard Doong |
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Howard Doong |
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Chief Executive Officer |
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