[8-K] ABVC BIOPHARMA, INC. Reports Material Event

Rhea-AI Filing Summary

ABVC BioPharma (ABVC) approved a performance incentive plan for directors, officers, and select employees. The plan will only take effect after the company achieves a $1B market cap for 30 consecutive trading days on or before December 31, 2027, of which there is no guarantee.

If implemented, awards will equal 1% of the company’s common stock outstanding on the implementation date, sourced from the Amended and Restated 2016 Equity Incentive Plan. The plan is capped at $10 million in total awards, with a $1 million cap per recipient. Grants will be tied to defined milestones and require allocation by the Compensation Committee, endorsement by a majority of independent directors, and final approval by the full Board. The structure is intended to align leadership incentives with shareholder value creation.

Insights

Corporate governance analyst

Contingent incentive plan; potential dilution limited to 1% with dollar caps.

ABVC BioPharma established a performance-based equity plan that activates only after achieving a $1B market cap for 30 consecutive trading days by December 31, 2027. Upon activation, awards equal 1% of outstanding common shares at that time and come from the 2016 Equity Incentive Plan. Aggregate awards are capped at $10M, with a $1M limit per recipient.

Effectiveness depends on meeting the market-cap condition; there is no guarantee this threshold is reached. If triggered, dilution is bounded by the 1% share pool, though the exact share count will depend on the outstanding base at implementation. Governance safeguards include Compensation Committee allocation, endorsement by a majority of independent directors, and final Board approval.

Awards will be tied to specified milestones within the plan. Subsequent company disclosures would detail implementation once the market-cap condition is met and Board approvals are completed.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2025

ABVC BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-40700		26-0014658
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

44370 Old Warm Springs Blvd. Fremont, CA		94538
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number including area code: (510) 668-0881

(Former name or former address, if changed since last report)

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:

Title of Each Class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share		ABVC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 28, 2025, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of ABVC BioPharma, Inc. (the “Company”) approved the Board’s proposal to establish a performance incentive plan for the Company’s directors and officers, intended to align leadership incentives with shareholder value creation, motivate management to achieve market milestones, and strengthen investor confidence (the “Performance Incentive Plan”).

The Performance Incentive Plan will only be effective after the Company achieves a $1B market cap for 30 consecutive trading days on or before December 31, 2027, of which there is no guarantee. The Performance Incentive Plan will consist of that number of shares of common stock equal to 1% of the Company’s common stock outstanding on the date the Performance Incentive Plan is implemented. Subject to exceptions further approved by the Board, the total value of awards to be granted under the Performance Incentive Plan shall be capped at USD 10 million and individual grants shall be capped at USD 1 million per recipient. All of the shares to be granted under the Performance Incentive Plan shall come from the Company’s Amended and Restated 2016 Equity Incentive Plan.

The Performance Incentive Plan is designed to provide an incentive to executive officers and other select employees of the Company to contribute to the growth, profitability, and increased value of the Company. Allocation of awards under the Performance Incentive Plan will be determined by the Compensation Committee, shall be subject to endorsement by a majority of the independent directors of the Board, and will require final approval by the entire Board; awards will be tied to specific milestones, as set forth in the Performance Incentive Plan.

Item 9.01 Exhibits

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File, formatted in Inline XBRL

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SIGNATURE

Pursuant to the requirements of the Securities and 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.
October 30, 2025	By:	/s/ Uttam Patil
		Uttam Patil
		Chief Executive Officer

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FAQ

What did ABVC (ABVC) announce?

ABVC approved a performance incentive plan for directors, officers, and select employees that activates only after a market-cap condition is met.

What triggers ABVC’s incentive plan to become effective?

Achieving a $1B market cap for 30 consecutive trading days on or before December 31, 2027.

How large is the ABVC award pool under the plan?

If implemented, awards equal 1% of the company’s common stock outstanding on the implementation date.

Are there caps on ABVC’s incentive awards?

Yes. Total awards are capped at $10 million, with a $1 million cap per recipient.

Where do the shares for ABVC’s plan come from?

All shares will be issued from the Amended and Restated 2016 Equity Incentive Plan.

Who approves awards under ABVC’s plan?

The Compensation Committee allocates, a majority of independent directors endorse, and the full Board gives final approval.

What are ABVC’s award conditions?

Awards will be tied to specific milestones outlined in the plan, subject to the stated approvals.