ABVC BIOPHARMA, INC. 10-Q

ITEM 5. OTHER INFORMATION. On March 6, 2023, the Company received a comment from NASDAQ inquiring if there is a cap on the number of shares that can be issued pursuant to the private placement with Lind Global Fund II, LP (“Lind”), that closed in February 2023, since the conversion price of the related note is adjustable and since the Company has the option to pay the monthly payment under the note in shares of Common Stock at future prices. Since no such cap exists and there was no floor price for the conversion price of the notes or exercise price of the related warrants, the Company obtained shareholder approval as required by NASDAQ Listing Rule 5635(d) to authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock underlying the convertible notes and warrants issued by us in the Lind transaction, in an amount equal to or in excess of 20% of our common stock outstanding immediately prior to the issuance of such convertible note and warrants (including upon the operation of  anti-dilution provisions contained in such convertible preferred stock and warrants). Additionally, the Company agreed not to issue any shares of Common Stock at a price that is less than 70% of the closing price of shares of Common Stock ($0.73) on the day the Lind transaction closed, which was $0.51 per share. 63 ITEM 6. EXHIBITS The following exhibits are filed herewith: Exhibit No. Description 2.1 Share Exchange Agreement, dated February 8, 2016 (1) 3.1 Articles of Incorporation of the Company (2) 3.2 Bylaws of the Company (3) 3.3 Certificate of Amendment to Articles of Incorporation filed on March 21, 2016 (4) 3.4 Certificate of Amendment to Articles of Incorporation filed on December 21, 2016 (5) 3.5 Certificate of Amendment to Articles of Incorporation filed on March 30, 2020 (6) 3.6 Certificate of Amendment to Articles of Incorporation filed on February 17, 2021 (29) 4.1 Form of Warrant (7) 4.2 Form of Investor Warrant dated May 16, 2022(32) 10.1 Collaboration Agreement dated December 29, 2015 (8) 10.2 Collaborative Agreement and Milestone Payment Agreement dated June 9, 2016 (9) 10.3 Employment Agreement with Kira Huang (10) 10.4 Addendum to the Collaboration Agreement dated January 12, 2017 (11) 10.5 Collaboration Agreement with BioFirst dated July 24, 2017 (12) 10.6 Co-Development Agreement with Rgene dated May 26, 2017 (13) 10.7 Employment Agreement with Dr. Howard Doong (14) 10.8 Employment Agreement with Dr. Chi-Hsin Richard King (15) 10.9 Employment Agreement with Chihliang An (25) 10.10 Business Loan Agreement entered by and between Cathay Bank and American BriVision (Holding) Corporation (16) 10.11 Promissory Note entered by American BriVision (Holding) Corporation (17) 10.12 Form of Commercial Security Agreement (18) 10.13 Form of Exchange Agreement entered into by and between the Company and non-US person (19) 10.14 Form of Exchange Agreement entered into by and between the Company and non-US person (20) 10.15 Form of Securities Purchase Agreement entered into by and between the Company and U.S. investors (21) 10.16 Form of Securities Purchase Agreement entered into by and between the Company and non-U.S. investors (22) 10.17 Amended and Restated American BriVision (Holding) Corporation 2016 Equity Incentive (26) 10.18 Form of Securities Purchase Agreement (27) 10.19 Form of Convertible Promissory Note (27) 10.20 Amendment No. 1 to Promissory Note (28) 10.21 Joint Venture Agreement between the Company, Lucidiam Co., Ltd. And BioLite Japan K.K. (30) 10.22 Amendment to the Collaboration Agreement dated December 29, 2015 10.23 Clinical Development Service Agreement with Rgene (portions of the exhibit have been omitted because they (i) are not material and (ii) is the type of information that the registrant treats as private or confidential.)(31) 10.24 Convertible Note issued to Regene, dated June 16, 2022(31) 10.25 Form of Securities Purchase Agreement dated May 12, 2022 (32) 10.26 Securities Purchase Agreement(33) 10.27 Form of Note(33) 10.28 Form of Warrant(33) 10.29 Security Agreement(33) 10.30 Guarantor Security Agreement(33) 10.31 Guaranty(33) 10.32 Trademark Security Agreement with Rgene Corporation(33) 10.33 Trademark Security Agreement with BioFirst Corporation(33) 10.34 Patent Security Agreement(33) 10.35 Copyright Security Agreement(33) 10.36 Stock Pledge Agreement(33) 31.1 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+ 31.2 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.+ 32.1 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*+ 32.2 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*+ 101.INS Inline XBRL Instance Document.+ 101.SCH Inline XBRL Taxonomy Extension Schema Document.+ 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.+ 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.+ 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.+ 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.+ 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed. + Filed herewith 64 (1) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 16, 2016. (2) Incorporated by reference to Exhibit 3.01 to the Company’s Form SB-2 filed on June 28, 2002 (3) Incorporated by reference to Exhibit 3.02 to the Company’s Form SB-2, filed on June 28, 2002 (4) Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 28, 2016. (5) Incorporated by reference to Exhibit 3.4 to the Company’s Form S-1, filed on September 13, 2016. (6) Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K, filed on April 7, 2020 (7) Incorporated by reference to Exhibit 4.1 the Company’s Current Report on Form 8-K, filed on April 24, 2020 (8) Incorporated by reference to Exhibit 10.2 the Company’s Current Report on Form 8-K, filed on February 16, 2016. (9) Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on June 9, 2016. (10) Incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K, filed on January 12, 2017. (11) Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on February 22, 2017. (12) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 24, 2017. (13) Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on May 30, 2017. (14) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 20, 2017. (15) Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on September 20, 2017. (16) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 1, 2019. (17) Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on February 1, 2019. (18) Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on February 1, 2019. (19) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on April 24, 2020. (20) Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed April 14, 2020. (21) Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K, filed May 15, 2020. (22) Incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K, filed May 15, 2020 (23) Incorporated by reference to Exhibit 14.1 to the Company’s Amendment No.1 to Form S-1, filed on November 14, 2016. (24) Incorporated by reference to 21.1 to the Company’s Form S-1, filed on September 13, 2016. (25) Incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K, filed May 15, 2020. (26) Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K, filed March 16, 2021. (27) Incorporated by reference to the Current Report on Form 8-K filed on November 5, 2020. (28) Incorporated by reference to the Current Report on Form 8-K filed on June 8, 2021. (29) Incorporated by reference to the Quarterly Report on Form 10-Q filed on May 10, 2021. (30) Incorporated by reference to the Current Report on Form 8-K filed on October 8, 2021. (31) Incorporated by reference to the Current Report on Form 8-K filed on June 21, 2022. (32) Incorporated by reference to the Current Report on Form 8-K filed on May 12, 2022. (33) Incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 24, 2023. 65 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ABVC BioPharma, Inc. Dated: May 15, 2023 By: /s/ Howard Doong Howard Doong Chief Executive Officer (Principal Executive Officer) ABVC BioPharma, Inc. Dated: May 15, 2023 By: /s/ Leeds Chow Leeds Chow Chief Financial Officer (Principal Financial Officer) 66