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ABVC BioPharma ABVC

Abvc Biopharma enters private placement

Item 1.01 Enters material agreement, Item 1.02 Ends material agreement, Item 2.03 Takes on debt

Form
8-K
Filed
Importance
Major
  1. $4,106,060 in senior convertible notes issued
  2. Notes mature on June 30, 2027 with 17.5% original issue discount
  3. Company to use proceeds for working capital and settlement payment

Written from the 8-K on EDGAR. Check the filing before you rely on it.

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The reading, claim by claim

  1. The company raised $3.3875 million by selling notes with an aggregate principal of $4.106 million.
  2. The notes mature on June 30, 2027, with a 17.5% original issue discount.
  3. The notes can be converted into common stock at 85% of the three-day average VWAP, with a floor price of $0.20.
  4. Conversion is limited to 4.99% of outstanding shares unless approved by shareholders.
  5. The company may extend the maturity by three months, increasing the principal by 5%.
  6. Reuters reported that ABVC BioPharma, Inc. entered into a securities purchase agreement with accredited investors.
  7. The company also reported a direct financial obligation related to the notes, as required by Item 2.03 of the Form 8-K.
  8. The obligation includes terms for conversion, prepayment, and exchange caps.

8 of 9 claims matched the filing text.

Not found in the filing text

  • For the quarter ended June 30, 2026, ABVC BIOPHARMA, INC. reported a net loss of $736,934.

From the filing

Item 1.01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

Private Placement of Senior Convertible Promissory Notes

On October 30, 2026 (the " Closing Date "), ABVC BioPharma, Inc. (the " Company ") entered into a securities purchase agreement (the " SPA ") with certain accredited investors (the " Purchasers ")6 for the sale of original issue discount senior convertible promissory notes in an aggregate principal amount of $4,106,060 (the " Notes ") for an aggregate purchase price of $3,387,5001 (the " Private Placement "). Subject to the terms of the Notes, holders may convert the Notes into shares of the Company's common stock, par value $0.001 per share (the " Common Stock ") after the eight-month anniversary of issuance, with each conversion before the original maturity date requiring the Company's prior written consent. The2

Notes carry a 17.5% original issue discount and mature on June 30, 20272, subject to a one-time three-month extension at the Company's option that increases the outstanding principal by 5%5.

Conversion.8 The shares of Common Stock issuable upon conversion of the Notes (the " Conversion Shares ") are issuable at a conversion price equal to 85% of the average of the three VWAPs for the three Trading Days prior to the applicable conversion date, subject to a floor price of $0.23 (the " Floor Price "). Conversions are subject to a beneficial ownership limitation of 4.99% (or, at the holder's election, 9.99%) of the outstanding Common Stock4.

Exchange Cap.8

Pursuant to Nasdaq Listing Rule 5635(d), unless and until the Company obtains stockholder approval, the Company may not issue Conversion

Shares in excess of 19.99% of the shares of Common Stock outstanding on the date of the SPA (the " Exchange Cap "). The

Company has agreed to seek such stockholder approval, and the failure to obtain stockholder approval by June 30, 2027 constitutes an Event of Default under the Notes.

Prepayment.8 The

Company may prepay the Notes at any time at 102.5% of the outstanding pri

Item 1.02 Termination

Item 1.02 Termination of a Material Definitive Agreement

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Settlement Agreement is incorporated herein by reference.

Item 2.03 Creation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant7

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Notes is incorporated herein by reference.

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