ABVC BIOPHARMA, INC. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS . During the period covered by this report, the Company has not issued unregistered securities to any person, except as described below. None of these transactions involved any underwriters, underwriting discounts or commissions, except as specified below, or any public offering, and, unless otherwise indicated below, the Registrant believes that each transaction was exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder, and/or Regulation S promulgated thereunder regarding offshore offers and sales. All recipients had adequate access, though their relationships with the Registrant, to information about the Registrant. In July 2024, the Company entered into an agreement with its landlord in California, pursuant that the Company issued 169,992 shares of common stock for the rent payable through July 2024, in total of $127,494. The Company also issued 43,458 shares on August 14, 2024 for the August 2024 rent, and 46,072 shares were issued on September 3, 2024 for the September 2024 rent. Further, we issued 64,147 shares on October 29, 2024 for October rent, 45,293 shares on November 13, 2024 for November rent, and 30,422 shares on December 26, 2024 for half month of December rent. In 2025, we issued 28,135 shares, 22,031 shares, and 30,488 shares for each of the half month rent from January 2025 to March 2025, respectively. On April 9, 2025, the Company entered another agreement with the landlord to settle remaining balance of each half month of February and March 2025 rent, and April 2025 rent, by issuing 120,398 of the Company’s common stock, in the value of $66,219. On June 12, the Company issued 34,059 and 25,349 unregistered restricted shares to the landlord to settle May 2025 and June 2025 rent balances of $33,390 each month. On July 10, 2025, the Company issued 14,847 shares to settle July rent balance of $33,480. On August 22, 2025, the Company issued 11,486 shares to settle August rent balance of $33,482. On September 9, 2025, the Company issued 11,166 shares to settle September rent of $33,487. In December 2024, the Company issued 117,277 shares of its common stock to employees as compensation. In 2024, the Company received $31,040 from an investor to subscribe 41,387 shares of the Company’s common stock. These stocks were issued to the investor as of September 30, 2025. Between April 11, 2025 and April 30, 2025, the Company conducted a private offering of its common stock to several individual non-US investors, issued an aggregate of 724,372 unregistered shares of common stock at $0.60 to $0.65 per share, raising a total of $436,125. In April 2025, the Company issued 9,909 unregistered restricted shares to an individual consultant as a consideration of $9,800 for the services. In April 2025, the Company issued 50,000 shares of common stock to a consultant for the financial and business advisory services, as the consideration of $52,500 ($1.05 per share). In April 2025 and July 2025, the Company issued 90,277 and 59,723 shares of common stock to an employee to compensate her for additional services, amounting to $94,791 and $62,709 ($1.05 and $1.05 per share), respectively. Between April 30, 2025 and May 9, 2025, the Company sold an aggregate of 1,030,413 shares of its Common Stock to 22 Non-U.S. Persons. The Company received aggregate gross proceeds of approximately $619,625 for the shares. 25 Between May 9, 2025 and May 13, 2025, the Company accepted subscriptions from an additional 7 Non-U.S. Persons on the same terms and conditions. Pursuant to the additional subscriptions, the Company issued an aggregate of 306,041 shares of the Company’s common stock, resulting in gross proceeds of approximately $183,625. On May 27, 2025, the Company accepted additional subscriptions in the aggregate amount of $670,000 on the same terms and conditions. Pursuant to the additional subscriptions, the Company issued an aggregate of 957,144 shares of the Company’s common stock. Between May 26, 2025 and June 5, 2025, the Company accepted additional subscriptions in the aggregate amount of $579,000 on the same terms and conditions. Pursuant to the additional subscriptions, the Company issued an aggregate of 579,000 shares of the Company’s common stock. On June 20, 2025, the Company accepted additional subscriptions in the aggregate amount of $170,000 on the same terms and conditions. Pursuant to the additional subscriptions, the Company issued an aggregate of 130,771 shares of the Company’s common stock. On July 1, 2025, the Company accepted additional subscriptions in the aggregate amount of $30,000 on the same terms and conditions. Pursuant to the additional subscriptions, the Company issued an aggregate of 23,079 shares of the Company’s common stock. On July 11, 2025, the Company accepted additional subscriptions in the aggregate amount of $200,000 on the same terms and conditions. Pursuant to the additional subscriptions, the Company issued an aggregate of 153,850 shares of the Company’s common stock. On August 7, 2025, the Company accepted additional subscriptions in the aggregate amount of $508,250 on the same terms and conditions. Pursuant to the additional subscriptions, the Company issued an aggregate of 260,641 shares of the Company’s common stock. On August 23, 2025, the Company issued 873 unregistered restricted shares to an individual consultant as a consideration of $2,500, for the services. On August 29, 2025, the Company accepted additional subscriptions in the aggregate amount of $200,000 on the same terms and conditions. Pursuant to the additional subscriptions, the Company issued an aggregate of 102,564 shares of the Company’s common stock. On October 7, 2025, the Company issued 10,749 shares to settle October rent balance of $33,480. On October 10, 2025, the Company issued an aggregate of 100,000 shares to employees and consultants. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable.