ABVC BioPharma raises $3.39M in convertible notes
Without stockholder approval, ABVC may not issue conversion shares above 19.99% of common shares outstanding on the SPA date.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
ABVC BioPharma, Inc. closed a private placement of senior convertible notes with $4,106,060 in aggregate principal for an aggregate purchase price of $3,387,500. The notes carry a 17.5% original issue discount, mature June 30, 2027, and may be converted after the eight-month anniversary at 85% of the average of the three VWAPs for the three Trading Days before conversion, subject to a $0.2 floor. Each conversion before maturity requires ABVC’s prior written consent.
Unless stockholders approve, conversion-share issuance is capped at 19.99% of common shares outstanding on the SPA date; failure to obtain approval by June 30, 2027 is an Event of Default. Holders are subject to a 4.99% beneficial ownership limit, or 9.99% at a holder’s election. ABVC may extend maturity once by three months, increasing outstanding principal by 5%.
ABVC agreed to pay Lind Global Fund II, L.P. $625,000; upon receipt, the Lind Notes are deemed paid and satisfied in full and cancelled, and related liens are released. Lind’s warrant increases by 20%, and ABVC agreed to register the Warrant Shares within 90 days after the settlement agreement. Lind also receives a 12-month right to participate in 10%-25% of cash financings, subject to exclusions. ABVC intends to use net proceeds for working capital, subsidiary funding and the settlement payment.
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.
Positive
- None.
Negative
- Moderate pointSenior notes carry a 17.5% original issue discount.
Filing Explained
The Lind settlement does not itself end the lawsuit; dismissal depends on timely payment and a later court filing.
The filing adds a proceeds sweep to the closed notes: when a defined Financing Transaction closes, ABVC must use the lesser of
For six months after the
Lind's
8-K Event Classification
Key Figures
Key Terms
original issue discount financial
VWAPs financial
Floor Price financial
Exchange Cap regulatory
beneficial ownership limitation financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did ABVC raise in its private placement?
When can investors convert ABVC’s notes, and at what price?
What does ABVC’s settlement with Lind provide?
What participation rights did Lind receive?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
Private Placement of Senior Convertible Promissory Notes
On October 30, 2026 (the “Closing Date”), ABVC BioPharma, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with certain accredited investors (the “Purchasers”) for the sale of original issue discount senior convertible promissory notes in an aggregate principal amount of $4,106,060 (the “Notes”) for an aggregate purchase price of $3,387,500 (the “Private Placement”). Subject to the terms of the Notes, holders may convert the Notes into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) after the eight-month anniversary of issuance, with each conversion before the original maturity date requiring the Company’s prior written consent. The Notes carry a 17.5% original issue discount and mature on June 30, 2027, subject to a one-time three-month extension at the Company’s option that increases the outstanding principal by 5%.
Conversion. The shares of Common Stock issuable upon conversion of the Notes (the “Conversion Shares”) are issuable at a conversion price equal to 85% of the average of the three VWAPs for the three Trading Days prior to the applicable conversion date, subject to a floor price of $0.2 (the “Floor Price”). Conversions are subject to a beneficial ownership limitation of 4.99% (or, at the holder’s election, 9.99%) of the outstanding Common Stock.
Exchange Cap. Pursuant to Nasdaq Listing Rule 5635(d), unless and until the Company obtains stockholder approval, the Company may not issue Conversion Shares in excess of 19.99% of the shares of Common Stock outstanding on the date of the SPA (the “Exchange Cap”). The Company has agreed to seek such stockholder approval, and the failure to obtain stockholder approval by June 30, 2027 constitutes an Event of Default under the Notes.
Prepayment. The Company may prepay the Notes at any time at 102.5% of the outstanding principal amount. In addition, upon the consummation of any Financing Transaction (as defined in the Notes), the Company must prepay the Notes in an amount equal to the lesser of 20% of the Net Proceeds of such Financing Transaction and the outstanding principal amount of the Notes.
Events of Default. The Notes contain customary Events of Default. Upon an Event of Default, holders may elect repayment at the Mandatory Default Amount or conversion at the Alternate Conversion Price, in each case subject to the terms and conditions of the Notes..
SPA Covenants. Under the SPA, the Company agreed, among other things, (i) not to effect or enter into any Variable Rate Transaction for six months following the Closing Date, other than an at-the-market offering and an acceptable equity line of credit; and (ii) to grant the Purchasers, for six months following the Closing Date, the right to participate in up to 100% of any Subsequent Financing, other than an at-the-market offering and an acceptable equity line of credit.
The Company intends to use the net proceeds for working capital and funding of its subsidiaries, and to make the Settlement Payment (as hereinafter defined).
WallachBeth Capital, LLC (the “Placement Agent”) acted as exclusive placement agent for the Private Placement pursuant to an engagement letter dated October 5, 2026. The Company paid the Placement Agent a cash fee equal to 7% of the gross proceeds of the Private Placement $237,125 and reimbursed the Placement Agent for accountable expenses of $65,000.
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Settlement Agreement with Lind
As previously disclosed, the Company issued a Senior Convertible Note dated as of November 17, 2023, as amended (the “Lind Note”), and entered into a Securities Purchase Agreement dated as of January 17, 2024 (the “Lind SPA”) (together with all other securities purchase agreements, notes, warrants, security agreements, guarantees and other agreements, instruments and documents entered into between ABVC or any of its subsidiaries and Lind in connection with prior financing transactions, in each case as amended, supplemented or otherwise modified, the “Lind Transaction Documents”) with Lind Global Fund II, L.P. (“Lind”). All outstanding notes held by Lind under the Lind Transaction Documents, including the Lind Note, are collectively referred to herein as the “Lind Notes”. Lind also holds a warrant to purchase 398,000 shares of Common Stock at an original exercise price of $1.00 (the “Lind Warrant”). On February 13, 2026, Lind initiated a civil action against ABVC in the Supreme Court of New York, New York County, captioned Lind Global Fund II L.P. v. ABVC Biopharma, Inc., Index No. 655319/2026 (the “Action”).
On October 26, 2026, the Company entered into a release and settlement agreement (the “Settlement Agreement”) with Lind. Pursuant to the Settlement Agreement, the Company shall pay Lind $625,000 (the “Settlement Payment”) and upon Lind’s receipt thereof, the Lind Notes shall be deemed paid and satisfied in full, cancelled and of no further force or effect and all liens, security interest and related security agreements and guaranteed under the Lind Transaction Documents shall automatically terminate and be released. Additionally, the Lind Warrant will increase by 20% (such shares of common stock are referred to herein as the “Warrant Shares”). The Company also agreed to register the Warrant Shares within 90 days after the date of the Settlement Agreement. Lind also received a 12-month participation right for any Company or subsidiary cash financings, with an allocation range of 10-25%. However, the participation right does not extend to financings in which a single investor invests $2 million or more, determined before Lind’s participation, and is subject to specified election deadlines. Under the Settlement Agreement, in addition to consenting to the Private Placement, Lind waived and the parties agreed to permanently delete all prohibitions, restrictions and consent requirements relating to any “Variable Rate Transaction,” “Prohibited Transaction” or other similar terms and transactions applicable to the Private Placement, the Lind Transaction Documents, the Lind Warrant and all future financings.
The Settlement Agreement provides for releases by the Company upon execution and by Lind upon receipt of the Settlement Payment, subject to specified surviving rights and obligations. Upon timely payment, including within the applicable cure period, Lind shall promptly execute and file a stipulation of discontinuance with prejudice of the Action.
The foregoing descriptions are qualified in their entirety by reference to the Settlement Agreement, form of SPA and form of Note, filed as Exhibits 10.1, 10.2 and 4.1 hereto, respectively, and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Settlement Agreement is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Notes is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Notes and the Conversion Shares were offered and sold, and the Warrant Shares was made, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder, as transactions not involving a public offering.
No Offer or Solicitation
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 28, 2026, the Company held a special meeting of shareholders (the “Special Meeting”). At the Special Meeting, the Company’s shareholders voted on three proposals. A quorum was present at the Special Meeting.
The voting results from the Special Meeting were as follows:
| 1. | To approve the Company’s 2026 Equity Incentive Plan. |
| For | Against | Abstain | ||
| 92.83% | 7.16% | 0.01% |
| 2. | To ratify certain equity awards granted since February 16, 2026. |
| For | Against | Abstain | ||
| 99.42% | 0.57% | 0.01% |
| 3. | To approve, for purposes of complying with Nasdaq Listing Rules 5635 (a), 5635(b) and 5635(d), the potential issuance of shares of our common stock, $0.001 par value per share or securities exchangeable for shares of common stock, as consideration for the acquisition of certain parcels of land located in Taoyuan and certain real property located in Hualien, Taiwan; specifically, the right to issue up to 1,600,653 shares of Common Stock at a price not less than $1.00 per share. |
| For | Against | Abstain | ||
| 93.08% | 6.91% | 0.01% |
Accordingly, all three proposals were approved. The Company’s 2026 Equity Incentive Plan is attached hereto as Exhibit 10.3 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 2, 2026, the Company issued a press release regarding the Private Placement. A copy of the press release is attached as Exhibit 99.1 hereto.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this report in such filing.
Item 9.01. Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of Note dated October 30, 2026 | |
| 10.1 | Lind Release and Settlement Agreement dated October 26, 2026. | |
| 10.2 | Form of SPA dated October 30, 2026 | |
| 10.3 | 2026 Equity Incentive Plan | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
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 hereunto duly authorized.
| ABVC BioPharma, Inc. | ||
| November 2, 2026 | By: | /s/ Uttam Patil |
| Uttam Patil | ||
| Chief Executive Officer | ||
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Exhibit 99.1
ABVC BioPharma Announces Closing of Private Placement Offering of Original Issue Discount Senior Convertible Promissory Notes for Gross Proceeds of $3.39 Million
November 2, 2026 (GLOBE NEWSWIRE) - ABVC BioPharma, Inc. (“ABVC” or the “Company”) (NASDAQ: ABVC), today announced the closing of 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, Inc. 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 ABVC
ABVC BioPharma is a clinical-stage biopharmaceutical company, developing an active pipeline of six new drugs, in the areas of central nervous systems and oncology, as well as one innovative medical device (ABV-1701/Vitargus®) for ophthalmology. For its drug products, the Company utilizes in-licensed technology from its network of research institutions to conduct proof-of-concept trials through Phase II of clinical development. The Company’s network of research institutions includes Stanford University, University of California at San Francisco, and Cedars-Sinai Medical Center. For Vitargus®, the Company intends to conduct pivotal clinical trials (Phase III) through global partnerships.
ABVC has established dedicated business platforms across UI 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.
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 our 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”. We undertake no obligation to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise unless required by law.
Contact:
Uttam PatilEmail: uttam@ambrivis.com