Item 5. Other Information
ITEM 5. OTHER INFORMATION.
(a) None.
(b) None.
(c) During the six months ended
June 30, 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.
26
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)
27
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)
10.79
Form of Voting Rights Proxy Agreement (58)
10.80
Second Amended and Restated 2016 Equity Incentive Plan (59)
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
28
(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.
29
(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.
(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
(59)
Incorporated by reference to the Company’s Registration Statement on Form S-8, filed on June 27,
2025
30
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: August 13, 2025
By:
/s/ Uttam Patil
Uttam Patil
Chief Executive Officer
(Principal Executive Officer)
ABVC BioPharma, Inc.
Dated: August 13, 2025
By:
/s/ Uttam Patil
Uttam Patil
Interim Chief Financial Officer
(Principal Financial Officer)
31
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.