Item 5. Other Information
ITEM 5. OTHER INFORMATION.
(a) None.
(b) None.
(c) During the three months ended March 31, 2025, none of our officers or directors, as defined in Rule 16a-1(f),
informed us of the adoption , modification or termination of any “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1
trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.
22
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, as amended (44)
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)
3.7
Certificate of Amendment to Articles of Incorporation filed on July 24, 2023 (45)
3.8
Amendment to Bylaws (46)
4.1
Form of Warrant (7)
4.2
Form of Investor Warrant dated May 16, 2022 (32)
4.3
Form of Voting Rights Proxy Agreement (58)
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
Lind Letter Agreement dated May 22, 2024 (52)
10.8
Lind Form of Warrant dated May 22, 2024 (52)
10.9
Reserved
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 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 (34)
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
Promissory 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)
10.37
The Cooperation Agreement between the Company and Zhong Hui Lian He Ji Tuan, Ltd. dated August 14, 2023 (35)
10.38
Amendment to the Cooperation Agreement (36)
10.39
Letter Agreement (37)
10.40
License Agreement between the Company and AiBtl BioPharma, Inc (47)
23
10.41
License Agreement between the BioLite and AiBtl BioPharma, Inc (47)
10.42
Definitive License Agreement between the Company and OncoX BioPharma, Inc. May 8, 2024 (51)
10.43
Definitive License Agreement between Rgene and OncoX BioPharma, Inc. dated May 8, 2024 (51)
10.44
Form of 2nd Lind Note (38)
10.45
Form of 2nd Lind Warrant (38)
10.46
Securities Purchase Agreement dated November 17, 2023 (38)
10.47
First Amendment To Security Agreement (38)
10.48
First Amendment To Guarantor Security Agreement (38)
10.49
First Amendment to Guaranty (38)
10.50
Securities Purchase Agreement dated January 17, 2024 (39)
10.51
Form of 3rd Placement Agent Warrant (40)
10.52
Second Amendment To Security Agreement (39)
10.53
Second Amendment To Guarantor Security Agreement (39)
10.54
Second Amendment to Guaranty (39)
10.55
Form of 3rd Lind Note (39)
10.56
Form of 3rd Lind Warrant (39)
10.57
Amendment No. 1 to 2nd Lind Note (41)
10.58
Amendment No. 2 to 2nd Lind Note (42)
10.59
Amendment No. 1 to 3rd Lind Note (43)
10.60
Definitive License Agreement between the Company and OncoX BioPharma, Inc. (48)
10.61
Definitive License Agreement between Rgene and OncoX BioPharma, Inc. (48)
10.62
Definitive License Agreement between the Company and ForSeeCon Eye Corporation (49)
10.63
Definitive License Agreement between BioFirst Corporationand ForSeeCon Eye Corporation (49)
10.64
Form of Amendment (50)
10.65
Definitive License Agreement between the Company and OncoX BioPharma, Inc. May 23, 2024 (53)
10.66
Definitive License Agreement between Biolite, Inc. and OncoX BioPharma, Inc. dated May 23, 2024 (53)
10.67
Amendment to the Definitive License Agreement between the Company and ForSeeCon Eye Corporation (54)
10.68
Amendment to the Definitive License Agreement between BioFirst Corporation and ForSeeCon Eye Corporation (54)
10.69
Amendment to the License Agreement between the Company and AiBtl BioPharma Inc. (55)
10.70
Amendment to the License Agreement between BioLite, Inc. and AiBtl BioPharma Inc. (55)
10.71
Letter Agreement dated January 5, 2025 (56)
10.72
Land Transfer Plan dated March 31, 2025 (57)
10.73
Nominee Holding Agreement dated April 1, 2024 (57)
10.74
Land Lease Agreement dated April 1, 2024 (57)
10.75
Addendum to Definitive Licensing Agreement between ABVC and AiBtl dated March 11, 2025 (57)
10.76
Addendum to Definitive Licensing Agreement between BioLite and AiBtl dated March 11, 2025 (57)
10.77
Yunzhiyi Land Holding Agreement dated October 28, 2024 (57)
10.78
Form of Purchase Agreement (58)
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.
24
+
Filed herewith
(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)
Reserved.
(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 10.1 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.
25
(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.
(34)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 22, 2022.
(35)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed on August 17, 2023.
(36)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed on September 6, 2023.
(37)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed on September 13, 2023.
(38)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed on November 20, 2023.
(39)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed on January 17, 2024.
(40)
Incorporated by reference to the Amendment No.1 to Form S-1, filed on February 9, 2024.
(41)
Incorporated by reference to the Company’s Current Report on Form 8-K/A, filed on January 17, 2024.
(42)
Incorporated by reference to the Company’s Current Report on Form 8-K/A, filed on February 29, 2024.
(43)
Incorporated by reference to the Company’s Current Report on Form 8-K/A, filed on February 29, 2024.
(44)
Incorporated by reference to the Company’s Annual Report on Form 10-K/A, filed on June 6, 2022
(45)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed on July 24, 2023.
(46)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 14, 2024
(47)
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed on November 15, 2023
(48)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed on April 17, 2024
(49)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 26, 2024
(50)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed on February 29, 2024
(51)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed on May 9, 2024
(52)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed on May 23, 2024
(53)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed on May 24, 2024
(54)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed on June 24, 2024
(55)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed on June 25, 2024
(56)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed on January 6, 2025
(57)
Incorporated by reference to the Company’s Annual Report on Form 10-K, filed April 15, 2025
(58)
Incorporated by reference to the Company’s Current Report on Form 8-K, filed on April 30, 2025
26
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: April 30, 2025
By:
/s/ Uttam Patil
Uttam Patil
Chief Executive Officer
(Principal Executive Officer)
ABVC BioPharma, Inc.
Dated: April 30, 2025
By:
/s/ Uttam Patil
Uttam Patil
Interim Chief Financial Officer
(Principal Financial Officer)
27
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.