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):
June 25, 2024 (
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number including area
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(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:
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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 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 Material Definitive Agreements
On November 12, 2023, ABVC BioPharma, Inc. (the “Company”), and one of its subsidiaries, BioLite, Inc. (“BioLite”), filed the initial Current Report on Form 8-K to disclose that it entered into a definitive agreement with AiBtl BioPharma Inc. (“AIBL”), pursuant to which the Company and BioLite entered into a multi-year, global licensing agreement (the “Licensing Agreement”) for the Company and BioLite’s CNS drugs with the indications of MDD (Major Depressive Disorder) and ADHD (Attention Deficit Hyperactivity Disorder) (collectively, the “Licensed Products”).
On June 23, 2024, the Company and BioLite, each entered into an amendment (the “Amendment”) to the Licensing Agreement with AIBL, pursuant to which the Company and BioLite have agreed to allow AIBL to pay the second milestone payment in the amount of $3,500,000 per Licensing Agreement, incrementally (such as $50,000), at any given time, rather than in one lump sum.
The foregoing descriptions of the agreements are not complete and are qualified in their entirety by reference to the full text of the agreements, copies of which are attached as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K/A and incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
1
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. |
| June 25, 2024 | By: | /s/ Uttam Patil |
| Uttam Patil | ||
| Chief Executive Officer |
2
Exhibit 10.1
Amendment Agreement
This Amendment Agreement (the “Amendment”) is made and entered into as of June 23, 2024, by and between AiBtl BioPharma Inc., a Delaware State corporation, and ABVC BioPharma, Inc., a Nevada corporation.
Recitals
WHEREAS, the Company and the Counterparty entered into a definitive agreement dated November 12, 2023 (the “Definitive Agreement”);
WHEREAS, the Definitive Agreement includes a second milestone payment (the “Second Milestone Payment”) provision and
WHEREAS, the parties wish to amend the Definitive Agreement to allow incremental payments (such as $50,000) at any given time with respect to the Second Milestone Payment.
Agreement
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Amendment to Section “Milestones & Royalties Payments” of the Definitive Agreement:
Section “Milestones & Royalties Payments” of the Definitive Agreement is hereby amended to read in its entirety as follows:
“The Second Milestone Payment shall be made in accordance with the following terms:
Notwithstanding any other provision of this Agreement, the Second Milestone Payment may be paid incrementally (such as $50,000) at any given time.”
2. No Other Amendments:
Except as expressly amended by this Amendment, the terms and provisions of the Definitive Agreement remain in full force and effect.
3. Governing Law:
This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.
4. Counterparts:
This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
5. Entire Agreement:
This Amendment, together with the Definitive Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.
| [Company Name] | [Counterparty Name] | |||
| ABVC BioPharma, Inc. | AiBtl BioPharma Inc. | |||
| By: | By: | |||
| Name: | Uttam Yashwant Patil | Name: | Russman Jaimes | |
| Title: | CEO | Title: | CEO | |
Exhibit 10.2
Amendment Agreement
This Amendment Agreement (the “Amendment”) is made and entered into as of June 23, 2024, by and between AiBtl BioPharma Inc., a Delaware State corporation, and BioLite, Inc., a Taiwan corporation.
Recitals
WHEREAS, the Company and the Counterparty entered into a definitive agreement dated November 12, 2023 (the “Definitive Agreement”);
WHEREAS, the Definitive Agreement includes a second milestone payment (the “Second Milestone Payment”) provision and
WHEREAS, the parties wish to amend the Definitive Agreement to allow incremental payments (such as $50,000) at any given time with respect to the Second Milestone Payment.
Agreement
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Amendment to Section “Milestones & Royalties Payments” of the Definitive Agreement:
Section “Milestones & Royalties Payments” of the Definitive Agreement is hereby amended to read in its entirety as follows:
“The Second Milestone Payment shall be made in accordance with the following terms:
Notwithstanding any other provision of this Agreement, the Second Milestone Payment may be paid incrementally (such as $50,000) at any given time.”
2. No Other Amendments:
Except as expressly amended by this Amendment, the terms and provisions of the Definitive Agreement remain in full force and effect.
3. Governing Law:
This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.
4. Counterparts:
This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
5. Entire Agreement:
This Amendment, together with the Definitive Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.
| [Company Name] | [Counterparty Name] | |||
| BioLite, Inc. | AiBtl BioPharma Inc. | |||
| By: | By: | |||
| Name: | Tsung Shann Jiang | Name: | Russman Jaimes | |
| Title: | CEO | Title: | CEO | |