WallachBeth Capital Announces ABVC BioPharma Closing of Private Placement Offering of Original Issue Discount Senior Convertible Promissory Notes for Gross Proceeds of $3.39 Million

The notes add $4,106,060 in principal due June 30, 2027, with conversion into common shares permitted after eight months.

Rhea-AI Summary

ABVC BioPharma (NASDAQ: ABVC) closed a private placement of senior convertible promissory notes, raising approximately $3.39 million in gross proceeds. The proceeds are before placement-agent fees and other offering expenses. The notes carry a 17.5% original issue discount, meaning they were issued below their principal amount, and have aggregate principal of $4,106,060 due June 30, 2027.

Conversion into common shares is permitted following the eight-month anniversary of issuance. The conversion price equals 85% of the average of the three volume-weighted average prices for the three trading days immediately before conversion, subject to a floor price and adjustments. ABVC expects to use net proceeds for working capital, subsidiary funding and a $625,000 settlement payment to Lind Global Fund II LP. WallachBeth Capital acted as placement agent.

1 point · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointCompleted private placement raised approximately $3.39 million in gross proceeds before fees and offering expenses. 13% of market cap

Negative

• Major pointNotes carry a 17.5% original issue discount and $4,106,060 principal due June 30, 2027. 15% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Planned $625,000 settlement payment to Lind Global Fund II LP uses part of the offering proceeds. 2.3% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Share conversion after eight months creates dilution at 85% of the specified three-day price average, subject to floor and adjustments.

News Explained

At June 30, 2026, ABVC’s $2,584,061 in cash and investments equals 962.1 days of its last reported operating cash use; the placement’s $3.39 million gross proceeds equal 1,262.2 days at that same historical rate.

Sources and calculations

• ABVC second-quarter 2026 fundamentals (2026-06-30)
• ABVC private placement closing announcement (2026-11-02)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $3,390,000 / ($244,413 / 91) = 1262.2 days
• Available liquidity against the last reported quarterly operating outflow, in days at that rate ($31,944 + $62,420 + $2,489,697) / ($244,413 / 91) = 962.1 days

Key Figures

Gross proceeds: Approximately $3.39 million Aggregate principal: $4,106,060 Original issue discount: 17.5% +4 more

Gross proceeds

Approximately $3.39 million

Before placement agent fees and other offering expenses

Aggregate principal

$4,106,060

17.5% OID senior convertible notes

Original issue discount

17.5%

Notes issued in the private placement

Conversion price

85% of the average of 3 VWAPs

VWAPs from the 3 Trading Days immediately before conversion, subject to the Floor Price and adjustments

Conversion eligibility

After the 8-month anniversary of issuance

Conversion into ABVC common stock

Maturity date

June 30, 2027

Senior convertible notes

Settlement payment

$625,000

Expected payment to Lind Global Fund II LP from offering proceeds

Key Terms

original issue discount, convertible promissory notes, vwap, securities purchase agreement

4 terms

original issue discount financial

"17.5% OID Notes have an aggregate principal amount of $4,106,060"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

convertible promissory notes financial

"private placement of original issue discount senior convertible promissory notes"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

vwap financial

"85% of the average of the three VWAPs for the three (3) Trading Days"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

securities purchase agreement financial

"pursuant to a securities purchase agreement with institutional and other accredited investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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JERSEY CITY, N.J., Nov. 2, 2026 /PRNewswire/ -- WallachBeth Capital LLC, a leading provider of capital markets and institutional execution services, announced that ABVC BioPharma, Inc. ("ABVC" or the "Company") (NASDAQ: ABVC), has closed a private placement of original issue discount senior convertible promissory notes ("OID Notes") pursuant to a securities purchase agreement with institutional and other accredited investors, generating aggregate gross proceeds of approximately $3.39 million, before placement agent fees and other offering expenses.

The 17.5% OID Notes have an aggregate principal amount of $4,106,060 with a maturity date of June 30, 2027 and are convertible, following the eight month anniversary of the issuance date, into shares of the Company's common stock at a conversion price equal to 85% of the average of the three VWAPs for the three (3) Trading Days immediately prior to the date of conversion, subject to the Floor Price and adjustment as provided therein.

The Company expects to use the net proceeds from the offering for general working capital purposes, the funding of its subsidiaries, and to make a $625,000 settlement payment to Lind Global Fund II LP pursuant to a definitive release and settlement agreement. This agreed payment is expected to satisfy the specified outstanding payment claims and support the Company's ability to pursue its broader financing and business development initiatives.

The offering is expected to support ABVC's broader strategy of advancing its pharmaceutical and medical-device portfolio through strategic licensing, subsidiary development, and independent financing initiatives. ABVC has established dedicated business platforms across its principal development areas, including AiBtl BioPharma Inc. for central nervous system (CNS) drug programs, OncoX BioPharma for oncology, ForSeeCon Eye for ophthalmic medical-device development and commercialization, and BioKey (Cayman), Inc. for contract pharmaceutical development and manufacturing services as well as AI Biotechnology Innovation Platform. Through these arrangements, ABVC seeks to advance its development programs while creating opportunities for licensing revenues, milestone payments, future royalties, and equity value. The Company continues to evaluate potential strategic financing and capital-market opportunities for its affiliated businesses as a potential means to support their long-term development and commercialization objectives.

WallachBeth Capital LLC acted as the placement agent in connection with the offering. Hunter Taubman Fischer & Li LLC acted as legal counsel to the Company and acted as counsel Sichenzia Ross Ference Carmel LLP to the placement agent.

The notes and the shares of the Company's common stock issuable upon the conversion of the notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and, until so registered, may not be offered or sold in the United States or any state absent registration or an applicable exemption from registration requirements.

Additional details regarding the notes and the transaction will be available in the Company's Current Report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission and available at www.sec.gov. The foregoing description is qualified in its entirety by reference to the definitive transaction documents to be filed as exhibits to that report.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About WallachBeth Capital LLC:

WallachBeth Capital offers a robust range of capital markets and investment banking services to the healthcare community, connecting corporate clients with leading institutions, supporting issuers and investors in achieving their financial goals. The firm's experience includes initial public offerings, follow-on issues, PIPE offerings, and private transactions and ATM's.

Forward-Looking Statements

This press release contains "forward-looking statements," which are statements related to events, results, activities, or developments that ABVC expects, believes, or anticipates will or may occur in the future. Forward-looking statements often contain words such as "intends," "estimates," "anticipates," "hopes," "projects," "plans," "expects," "seek," "believes," "see," "should," "will," "would," "target," "aims," and similar expressions and the negative versions thereof. Such statements are based on ABVC's experience and perception of current conditions, trends, expected future developments and other factors it believes are appropriate under the circumstances, and speak only as of the date made. Forward-looking statements are inherently uncertain, and actual results may differ materially from assumptions, estimates or expectations reflected or contained in the forward-looking statements as a result of various factors. For details on the uncertainties that may cause our actual results to be materially different than those expressed in our forward-looking statements, please review ABVC’s Annual Report on Form 10-K and other reports on file with the Securities and Exchange Commission at www.sec.gov, particularly the information contained in the section entitled "Risk Factors". ABVC undertakes no obligation to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise unless required by law.

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SOURCE WallachBeth Capital LLC

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did ABVC raise in its convertible-note private placement?

ABVC raised approximately $3.39 million in aggregate gross proceeds, before placement-agent fees and other offering expenses. The notes have aggregate principal of $4,106,060, carry a 17.5% original issue discount and mature on June 30, 2027.

When and at what price can ABVC's private-placement notes convert into shares?

The notes become convertible following the eight-month anniversary of issuance, at 85% of the average of the three volume-weighted average prices for the three trading days immediately before conversion. The conversion price is subject to a floor price and adjustments.