ABVC BIOPHARMA, INC. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information . As of December 31, 2025, our common stock, par value $0.001 per share (the “Common Stock”), is currently quoted on the Nasdaq Capital Markets under the symbol “ABVC”. Holders . As of February 27, 2026, we had approximately 689 shareholders of record of our common stock. Dividends . Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors. No dividends on our common stock have ever been paid, and we do not anticipate that dividends will be paid on our common stock in the foreseeable future. Recent Sales of Unregistered Securities . 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. All following number of shares are post-split. On January 3, 2023, the Company issued 22,341 common shares to a consultant for providing consulting services on listing to NASDAQ in 2021. On July 27, 2023, the Company entered into that certain securities purchase agreement relating to the offer and sale of 300,000 shares of common stock, par value $0.001 per share and 200,000 pre-funded warrants, at an exercise price of $0.001 per share, in a registered direct offering. Pursuant to the Purchase Agreement, the Company agreed to sell the Shares and/or Pre-funded Warrants at a per share purchase price of $3.50, for gross proceeds of $1,750,000, before deducting any estimated offering expenses. On August 1, 2023, the pre-funded warrants were exercised. On August 14, 2023, the Company entered into a cooperation agreement with Zhonghui. Pursuant thereto, the Company acquired 20% of the ownership of a property and the parcel of the land owned by Zhonghui in Leshan, Sichuan, China (collectively, the “Property”). During the third quarter of 2023, the Company issued to Zhonghui, an aggregate of 370,000 shares of the Company’s common stock, at a per share price of $1.87. The Company also issued 29,600 common stock to consultants for providing consulting services on the above transaction. On January 27, 2024, the company granted 1,302,726 restricted shares to its employees and directors under the 2016 Equity Incentive Plan, with an issuance date of February 2, 2024. These shares are subject to a three-year restriction period. On February 6, 2024, the Company entered into a definitive agreement with Shuling Jiang (“Shuling”), pursuant to which Shuling shall transfer the ownership of certain land she owns located at Taoyuan City, Taiwan (the “Land”) to the Company (the “Agreement”). In consideration for the Land, the Company issued Shuling (i) 703,495 restricted shares of the Company’s common stock (the “Shares”) at a price of $3.50 per share and (ii) five-year warrants to purchase up to 1,000,000 shares of the Company’s common stock, with an exercise price of $2.00 per share. Under the Agreement, Shuling was to also transfer outstanding liability owed on the Land (approximately $500,000) to the Company. On May 16, 2024, the Company’s board of directors determined that it was in the best interest of the Company and its shareholders to terminate the Agreement and not proceed with the transfer of land ownership, although the Company maintained the right to reconsider the transaction at a later date. The shares were returned and the warrants were not issued. On June 3, 2025, at the Company’s annual general shareholder meeting, the shareholders approved the issuance of 2,035,136 restricted shares of the Company’s common stock at a price of $1.65 per share and five-year warrants to purchase up to 1,000,000 shares of the Company’s common stock, with an exercise price of $2.50 per share, to purchase the above Land from Shuling. On July 15, 2025, the Company closed the purchase of Land from Shuling and issued 2,035,136 shares of restricted common stocks and 1,000,000 shares of warrants and to Shuling on July 16, 2025 and July 15, 2025, respectively. Due to the administrative requirements governing title transfers in Taiwan, on February 24, 2026, to further secure the Company’s ownership interest in the Land, the Company and Shuling Jiang entered into a Nominee Holding and Transitional Arrangement Agreement. Pursuant to the agreement, the Land remains registered under the Landholder pending completion of the applicable regulatory review, and the Landholder is prohibited from selling, transferring, pledging, or otherwise disposing of the Property without the Company’s prior written consent. The final holding structure will be determined in accordance with Taiwan’s legal and regulatory requirements. 43 On May 24, 2024, the Company issued 200,000 shares of common stock to a consultant for providing business and funding opportunities. In June 2024, the Company entered into a stock purchase agreement with an investor, which the Company will issue 41,387 shares of common stock at $0.75 per share to the investor for cash. As of December 31, 2025, the proceeds were received. Due to certain stock transfer processes, one of the Company’s shareholders transferred such shares to the investor on behalf of the company in July 2024; the company plans to issue the same number of shares to the transferring shareholder soon. In July 2024, the Company entered into an agreement with its landlord in California, pursuant that the Company issued shares of common stock in lieu of cash rent. During the period from July 2024 through March 2025, the Company issued an aggregate of 480,038 shares of common stock to settle rent obligations, with such shares issued periodically based on the applicable monthly or partial-month rent amounts. On April 9, 2025, the Company entered another agreement with the California landlord to pursuant to which the Company issued shares of common stock in lieu of cash rent. From April 2025 through December 2025, the Company issued shares of common stock, on a periodic basis to settle monthly and partial-month rent obligations. During this period, the Company issued an aggregate of approximately 252,802 shares of common stock. 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 in September 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. Between April 30, 2025 and January 6, 2026, the Company sold an aggregate of 3,487,807 shares of its Common Stock to 95 Non-U.S. Persons. The Company received aggregate gross proceeds of approximately $3,565,218 for the shares. 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 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. On November 3, 2025, the Company issued 14,792 unregistered restricted shares to a former employee to settle unpaid salary of $43,847. On November 3, 2025, the Company accepted additional subscriptions in the aggregate amount of $528,183 on the same terms and conditions. Pursuant to the additional subscriptions, the Company issued an aggregate of 270,863 shares of the Company’s common stock. On December 12, 2025, the Company issued 41,701 shares of common stock to various consultants for providing business and funding opportunities, in the aggregate amount of $92,993. On January 12, 2026, the Company sold an aggregate amount of $256,000 on the same terms and conditions as the Reg S Offering; Pursuant to the share subscriptions, the Company has issued an aggregate of 131,280 shares of the Company’s common stock. The price at which the Shares were sold at $1.95 per share. 44 ITEM 6. [Reserved]