Abvc Biopharma, Inc 8-K/A, filed Jul 18, 2025
Abvc Biopharma, Inc. (ABVC)
About this 8-K/A
Abvc Biopharma, Inc filed this 8-K/A on July 18, 2025, reporting on events of February 8, 2024.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
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):
July 18, 2025 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number including area
code: (
(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:
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| The |
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
As previously reported, on February 6, 2024, ABVC BioPharma, Inc. (the “Company”) reported that it entered into a definitive agreement with Shuling Jiang (“Jiang”), pursuant to which Jiang shall transfer the ownership of certain land she owns located at Taoyuan City, Taiwan (the “Land”) to the Company (the “Original Agreement”). Jiang is a director of the Company, is married to TS Jiang, the Company’s Chief Strategic Office and currently owns approximately 8.16% of the Company’s issued and outstanding shares of the Company’s common stock, par value, $0.001 per share (the “Comon Stock”). Accordingly, the transaction contemplated by the Agreement constitutes a related party transaction as defined by Item 404 of Regulation S-K.
As later reported, 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 at such time and that it may later reconsider the transaction.
As disclosed in the Proxy Statement (the “Proxy”) for the Company’s 2025 Annual Shareholder Meeting (the “Meeting”) held on June 3, 2025 (the “Meeting Date”), the Company and Jiang were renegotiating the terms of the Shuling Transaction. The Proxy also stated that consideration for the Land would be consist of a combination of shares of our common stock (the “Jiang Shares”) and warrants to purchase shares of common stock (“Warrants”), but since the number of Jiang Shares was uncertain and therefore possible that it would result in the issuance of an amount of shares of common stock equal to or in excess of 20% of our common stock outstanding at a price that is less than the Minimum Price (as hereinafter defined), we determined to obtain shareholder approval of the issuance pursuant to Nasdaq Listing Rule 5635(d). The Company obtained the required shareholder approval at the Meeting. On July 15, 2025, the parties entered into definitive agreements for the Land (the “Definitive Agreement”), which includes a warrant agreement (the “Warrant”).
Pursuant to the Definitive Agreement, the Company shall issue (i) 2,035,136 Jiang Shares, which is based on the closing price of the Company’s common stock on the Meeting Date and a land valuation of $3,857,9751 and (ii) a Warrant to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $2.50 per share; following which, Jiang shall transfer ownership of the Land to the Company. Additionally, if the Company voluntary delists from the Nasdaq Capital Market and does not list its common stock on another national exchange or there is a change of control, Jiang maintains the right to have the title of the Land returned to her, subject to her return of all un-exercised Warrants and any Jiang Shares that she has not transferred or sold prior thereto. Shuling also remains eligible to receive additional shares of the Company’s common stock if the price of the Company’s common stock falls below $1.65 per share during any six-month period prior to the time the Jiang Shares may be sold without restriction and she does not prefer to have the title returned to her. Should she choose to receive additional shares, the number of shares issuable shall be based on the lowest closing price during such six-month period.
The Warrant has a term of 5 years and may be exercised via cashless exercise. A holder (together with its affiliates) may not exercise any portion of such holder’s Warrant to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise (the “Maximum Percentage ”), except that if at any time the Holder Group (as defined in the Warrant) beneficially owns in excess of 4.99% of any class of equity interests in the Company that is registered under the Securities Exchange Act of 1934, as amended (excluding any interests deemed beneficially owned by virtue of the Warrant), then the Maximum Percentage shall automatically increase to 9.99% so long as the Holder Group owns in excess of 4.99% of such class of equity interests (and shall, for the avoidance of doubt, automatically decrease to 4.99% upon the Holder Group ceasing to own in excess of 4.99% of such class of equity interests) (the “Beneficial Ownership Limitation”).
As part of the Definitive Agreement, the parties also entered into a consulting agreement, pursuant to which Jiang shall help with the development and maintenance of the Land (the “Consulting Agreement”). For such services, Jiang shall receive $1,000,000 to be paid in 1,000,000 shares of the Company’s common stock, subject to a five-year vesting schedule at the rate of 200,000 shares per year. The Consulting Agreement has a 1-year term, unless terminated earlier by either party upon 30 days prior written notice.
| 1 | The Definitive Agreement attached hereto as Exhibit 10.1 contains a typo. The gross value of the Property is actually estimated to be US$3,857,975. |
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After the issuance of the Jiang Shares, Jiang shall own approximately 16.5% of the Company’s issued and outstanding shares of Common Stock. Assuming all the Warrants are exercised at the exercise price, she will own a total of approximately 20.1% of the Company’s issued and outstanding shares of Common Stock as of the date hereof. Assuming we issue all of the shares issuable pursuant to the Consulting Agreement, she will own a total of approximately 23.3% of the Company’s issued and outstanding shares of Common Stock as of the date hereof. The prior percentages ignore all beneficial ownership caps and vesting schedules, to show Jiang’s total potential ownership.
The Definitive Agreement also contains customary termination provisions, and other obligations and rights of the parties.
The foregoing description of the Definitive Agreement, Warrant and Consulting Agreement is qualified by reference to the full text of such documents, which are filed as exhibits hereto and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein. The issuance of the Jiang Shares and warrants pursuant to the Agreement was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation S under the Securities Act and corresponding provisions of state securities or “blue sky” laws. None of the securities have been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the securities did not involve a public offering and was made without general solicitation or general advertising.
Neither this Current Report on Form 8-K, nor any exhibit attached hereto, is an offer to sell or the solicitation of an offer to buy the Securities described herein. Such disclosure does not constitute an offer to sell, or the solicitation of an offer to buy nor shall there be any sales of the Company’s securities in any state in which such an offer, solicitation or sale would be unlawful.
Item 9.01 Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of Warrant | |
| 10.1 | Definitive Agreement between the Company and Shuling Jiang | |
| 10.2 | Consulting Agreement | |
| 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. | ||
| July 18, 2025 | By: | /s/ Uttam Patil |
| Uttam Patil | ||
| Chief Executive Officer | ||
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Exhibit 4.1
WARRANT AGREEMENT
This WARRANT AGREEMENT (this “Agreement”) is entered into as of July 15, 2025 (the “Issue Date”), by and between ABVC BioPharma, Inc., a Nevada corporation (the “Company”), and Shuling Jiang (the “Holder”).
This Agreement is issued pursuant to that certain Definitive Land Purchase Agreement between the Company and the Holder dated July 15,
2025 (the “Land Agreement”).
1. Grant of Warrant:
The Company hereby grants to the Holder a warrant (the “Warrant”) to purchase 1,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an exercise price of $2.50 per share (the “Exercise Price”), subject to the cashless exercise provision detailed below.
2. Term of Warrant:
The Warrant shall be exercisable at any time beginning on the date of issuance and ending at 5:00 PM New York time on the fifth (5th) anniversary of the Issue Date (the “Expiration Date”).
3. Cashless Exercise:
In lieu of exercising this Warrant for cash, the Holder may elect to receive shares of Common Stock equal to the value of this Warrant (or the portion thereof being exercised) by surrendering this Warrant with written notice of such election, in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula:
[ X = Y × (A - B) / A ]
Where:
- X = the number of shares of Common Stock to be issued
- Y = the number of shares with respect to which the Warrant is being exercised
- A = the Market Value of one share of Common Stock on the date of exercise
- B = the Exercise Price of $2.50
4. Market Value:
For purposes of this Agreement, “Market Value” shall mean the closing sale price of the Common Stock on NASDAQ (or the principal trading market for the Company’s Common Stock) on the last trading day before the exercise date.
5. Adjustment Provisions:
The number of shares of Common Stock issuable upon exercise and/or the Exercise Price are subject to adjustment in accordance with standard anti-dilution protections, including stock splits, combinations, dividends, or reorganizations.
6. Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflict of law principles.
7. No Rights as Shareholder:
This Warrant does not entitle the Holder to any rights as a shareholder of the Company until such time as the Warrant is exercised and shares are issued.
8. Limitations on Exercises.
Notwithstanding anything to the contrary contained herein, the Holder shall not be entitled to receive shares of Common Stock or other securities (together with Common Stock, “Equity Interests”) upon exercise of this Warrant to the extent (but only to the extent) that such exercise or receipt would cause the Holder Group to become, directly or indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder) of a number of Equity Interests of a class that is registered under the Exchange Act which exceeds the Maximum Percentage (as defined below) of the Equity Interests of such class that are outstanding at such time. Any purported delivery of Equity Interests in connection with the exercise of the Warrant prior to the termination of this restriction in accordance herewith shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the Holder Group becoming the beneficial owner of more than the Maximum Percentage of the Equity Interests of a class that is registered under the Exchange Act that is outstanding at such time. If any delivery of Equity Interests owed to the Holder following exercise of this Warrant is not made, in whole or in part, as a result of this limitation, the Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver such Equity Interests as promptly as practicable after the Holder gives notice to the Company that such delivery would not result in such limitation being triggered or upon termination of the restriction in accordance with the terms hereof. To the extent limitations contained in this Section 8 apply, the determination of whether this Warrant is exercisable and of which portion of this Warrant is exercisable shall be the sole responsibility and in the sole determination of the Holder, and the submission of an Exercise Notice shall be deemed to constitute the Holder’s determination that the issuance of the full number of Warrant Shares requested in the Exercise Notice is permitted hereunder, and neither the Company nor any Warrant agent shall have any obligation to verify or confirm the accuracy of such determination. For purposes of this Section 8, (i) the term “Maximum Percentage” shall mean 4.99%; provided, that if at any time after the date hereof the Holder Group beneficially owns in excess of 4.99% of any class of Equity Interests in the Company that is registered under the Exchange Act (excluding any Equity Interests deemed beneficially owned by virtue of this Warrant), then the Maximum Percentage shall automatically increase to 9.99% so long as the Holder Group owns in excess of 4.99% of such class of Equity Interests (and shall, for the avoidance of doubt, automatically decrease to 4.99% upon the Holder Group ceasing to own in excess of 4.99% of such class of Equity Interests); and (ii) the term “Holder Group” shall mean the Holder plus any other Person with which the Holder is considered to be part of a group under Section 13 of the Exchange Act or with which the Holder otherwise files reports under Sections 13 and/or 16 of the Exchange Act. In determining the number of Equity Interests of a particular class outstanding at any point in time, the Holder may rely on the number of outstanding Equity Interests of such class as reflected in (x) the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) a more recent notice by the Company or its transfer agent to the Holder setting forth the number of Equity Interests of such class then outstanding. For any reason at any time, upon written or oral request of the Holder, the Company shall, within one (1) Trading Day of such request, confirm orally and in writing to the Holder the number of Equity Interests of any class then outstanding. The provisions of this Section 8 shall be construed, corrected and implemented in a manner so as to effectuate the intended beneficial ownership limitation herein contained.
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IN WITNESS WHEREOF, the Company has caused this Warrant Agreement to be executed by its duly authorized officer as of the date first written above.
| ABVC BioPharma, Inc. | 蔣淑齡 Shuling Jiang | |||
| Authorized Signature/Seal | Authorized Signature/Seal | |||
| Name： | Uttam Yashwant Patil | Name： | Shuling Jiang | |
| Title: | Land Owner | |||
| CEO | ||||
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Exhibit 10.1
Definitive Agreement
This Definitive Agreement (“Agreement”) is entered into as of July 15, 2025, by and between ABVC BioPharma, Inc. (“ABVC”), and Shuling Jiang (hereinafter referred to as “Shuling”).
ABVC and Shuling are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.”
Due to strategically cooperate and construct an integrated platform for the global development of the healthcare business and the medical, pharmaceutical, and biotechnology in Taiwan.
Article 1: Subject Matter and Consideration
| 1.1 | Subject Matter: The subject matter of this Agreement includes: |
a) The common shares of ABVC (stock symbol: ABVC) listed on the Nasdaq Capital Market.
b) Shuling’s ownership of a property located at Taoyuan City, Taiwan (hereinafter referred to as The Land or The Property).
| 1.2 | Consideration: The consideration for this Agreement shall be as follows: |
a) ABVC shall issue 2,035,136 restricted common shares to Shuling Jiang as consideration for the Property, based on the June 3, 2025, closing share price of $1.65, as approved in the shareholder meeting.
b) ABVC agrees to issue 1,000,000 cashless warrants to Shuling Jiang, with an exercise price of US$2.50 per share, exercisable on a net-share settlement basis as defined in the warrant agreement.
c) Shuling Jiang shall transfer the NT$15,000,000 or US$500,000 bank liability of the land to ABVC.
d) Shuling Jiang shall transfer ownership of The Land to ABVC.
1.3 Transfer of Ownership: Upon completion of the transaction, ownership of the ABVC Shares shall be transferred from ABVC to Shuling, and ownership of The Land shall be transferred from Shuling to ABVC.
The warrants to be issued shall be structured as “cashless exercise warrants,” whereby upon exercise, Shuling shall receive the number of shares equal to the in-the-money value of the warrants without payment of cash, determined using the formula:
Net Shares = (A - B) / A × Number of Warrants Exercised,
where A = Market Value at time of exercise, and B = Exercise Price.
Article 2: Exchange of The Land through ABVC Equity Transfer
2.1 Agreement to Exchange The Land: ABVC and Shuling agree to exchange ownership in Shuling’s real estate The Land through an equity transfer of ABVC shares. The gross value of the Property is estimated to be US$3,800,000, as determined by prior land valuation reports and supported by the intended use for rehabilitation center development. After deducting the estimated bank loan liability of US$500,000 assumed by ABVC, the net acquisition value is US$3,300,000. This amount is to be satisfied through the issuance of restricted shares and warrants, as approved by the shareholders on June 3, 2025.
2.2 Value of the Exchange: The value of the exchange is estimated to be US$3.36 million, which includes the issuance of 2,035,136 restricted shares of ABVC common stock based on the approved pricing methodology from the shareholder meeting. This reflects the June 3, 2025, closing price of $1.65 per share and assumption of a $500,000 bank liability.
2.3 Transfer Process: The transfer of ABVC Shares from ABVC to Shuling shall be executed in accordance with the applicable laws, regulations, and procedures governing equity transfers, as well as Regulation S promulgated under the Securities Act of 1933.
2.4 Transfer of Ownership: Upon completion of the equity transfer, the ownership stake in Shuling’s real estate The Property shall be transferred from Shuling to ABVC.
2.5 Representation of Value: Both parties acknowledge and agree that the value of the exchange is based on the estimated value of The Property and the market value of ABVC shares at the time of the equity transfer.
2.6 Valuation Dispute: In the event of any dispute regarding the valuation or other matters related to the exchange, the parties shall make good faith efforts to resolve the dispute through negotiation and mediation.
2.7 Taxes and Fees: Any taxes, fees, or other charges arising from the equity transfer and exchange shall be the responsibility of the respective parties as determined by applicable laws and regulations.
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Article 3: Capital Protection Agreement
3.1 Valuation Assessment: In the event of a dispute regarding the valuation or value maintenance, the parties may engage an independent third-party expert or appraiser to assess the value and provide recommendations for adjustment.
3.2 Amendments to the Agreement: Any amendments or modifications to the definitive agreement necessitated by the value adjustment shall be made in writing and signed by both parties.
3.3 Force Majeure: The provisions of the definitive agreement shall not apply in cases of force majeure events that are beyond the reasonable control of either party and that significantly impact the value of The Land or stocks.
3.4 Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in the State of New York. Any disputes arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in that jurisdiction.
Article 4: Termination, Replacement and Amendment
4.1 Both parties aim to complete the transfer of the target assets by July 15, 2025. If unable to do so, both parties shall negotiate and determine a subsequent transfer date.
4.2 Composition: Supplementary agreements or appended documents related to assets and equity transfer subsequently signed by both parties shall constitute valid integral parts of this Agreement. The rights and obligations of both parties shall be subject to the terms and conditions stipulated in this agreement and in any supplementary agreements or appended documents subsequently signed.
4.3 Amendment: The terms and conditions in this Agreement can be further amended in writing upon the mutual agreement of both parties.
4.4 Termination: This Agreement may be terminated by mutual written consent of both parties and in the event of a material breach by either party that is not cured within a reasonable period after written notice. Upon termination, the provisions of Articles 4, 5, and 6 shall survive and continue in full force and effect to the extent necessary to give effect to the rights and obligations accrued prior to termination, or where expressly stated to survive.
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4.5: Reversion Right upon Delisting or Change of Control
In the event that (a) ABVC BioPharma, Inc. is involuntarily delisted from the Nasdaq Capital Market and fails to relist on a national securities exchange, or (b) a Change of Control of ABVC occurs, then Shuling Jiang shall have the right to request a re-transfer of the title of the Property to her name, subject to the return of all unexercised warrants and any remaining shares not transferred or sold.
For purposes of this clause, “Change of Control” shall mean any (i) merger or consolidation of ABVC with or into another entity, (ii) sale or transfer of all or substantially all of ABVC’s assets, or (iii) acquisition by any person or entity of more than twenty percent (20%) of ABVC’s voting equity securities.
Such reversion right shall be subject to applicable law, and the Parties agree to cooperate in good faith to effectuate such reversion, including through execution of necessary documents and filings with the relevant authorities.
If the ABVC stock price falls below $1.65 at any point during the 6 months immediately preceding the date the restricted shares become eligible for trading, Shuling Jiang shall be entitled to receive additional ABVC common shares to compensate for the shortfall. The number of shares shall be based on the lowest closing price during that 6-month period, ensuring the originally agreed value is preserved. Alternatively, Shuling may exercise the reversion right defined above.
Article 5: Confidentiality
5.1 Duty of Care: Both parties agree to exercise due care in maintaining the confidentiality of any relevant data or information. This duty of confidentiality shall not be affected by the termination or expiration of this Agreement.
5.2 Non-Disclosure Obligation: Both parties shall keep all confidential information received from the other party confidential and shall not disclose it to any third party without prior written consent, unless required by law or authorized by the disclosing party.
5.3 Return or Destruction of Confidential Information: Upon the expiration, termination, or at the request of either party, the receiving party shall promptly return to the disclosing party all confidential information received, along with any copies or reproductions thereof. Alternatively, the receiving party shall follow the instructions of the disclosing party regarding the destruction of such confidential information.
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5.4 Survival of Confidentiality Obligations: The obligations of confidentiality and non-disclosure shall survive the expiration or termination of this Agreement and shall continue to be binding on both parties.
5.5 Exceptions: The obligations of confidentiality shall not apply to information that: (a) was already known to the receiving party prior to its disclosure by the disclosing party; (b) is or becomes publicly available without breach of this Agreement; (c) is received from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without reference to the disclosing party’s confidential information.
Article 6: Copies of the Agreement
6.1 Two original copies of this Agreement have been prepared, with each party holding one original copy.
6.2 After signing, each party shall retain the original copy held by them as valid evidence between the parties.
6.3 Copies, reproductions, or electronic files of this Agreement shall have the same legal effect and may be used for communication between the parties.
Article 7: Subcontract Consulting Agreement
In addition to this land acquisition transaction, the Parties acknowledge that ABVC and Shuling Jiang shall enter into a separate consulting agreement regarding the development and maintenance of The Property. This agreement shall include compensation valued at $1,000,000, to be issued as 1,000,000 ABVC restricted shares, subject to a 5-year vesting schedule of 200,000 shares per year.
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Signature Page
The Parties acknowledge that the number of securities issued reflects the mutually agreed commercial value of the transaction and is subject to appropriate fair value determination for accounting purposes. This does not alter the number of shares or warrants to be issued as agreed herein.
| ABVC BioPharma, Inc. | 蔣淑齡 Shuling Jiang | |||
| Authorized Signature/Seal | Authorized Signature/Seal | |||
| Name： | Uttam Yashwant Patil | Name： | Shuling Jiang | |
| Title: | Land Owner | |||
| CEO | ||||
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Exhibit A
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Exhibit 10.2
Consulting Agreement
This Consulting Agreement (“Agreement”) is made and entered into as of July 15, 2025, by and between ABVC BioPharma, Inc., a Nevada corporation (“Company”), and Shuling Jiang (“Consultant”).
WHEREAS, the Company desires to engage Consultant to provide certain land-related consulting services as described herein;
WHEREAS, Consultant possesses the qualifications, knowledge, and experience to provide such services;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
1. Scope of Services
Consultant shall provide advisory and development support services related to the Company’s land located in Shulin, Taoyuan, Taiwan. Such services include, but are not limited to:
- Site supervision and care
- Coordination of maintenance activities
- Liaison with local authorities regarding land zoning and permits
- Participation in early-stage development planning
- Oversight of site development planning in alignment with rehabilitation center goals
- Reporting to ABVC board on quarterly site progress and regulatory status
- Acting as ABVC’s land liaison to government agencies in Taiwan
2. Compensation
As full and complete compensation for the services rendered under this Agreement, the Company shall issue to Consultant the following:
1,000,000 restricted shares of Company common stock, subject to a 5-year vesting schedule of 200,000 shares per year.
No additional warrants shall be issued under this agreement.The issuance of shares and warrants shall be subject to Board approval and compliance with applicable securities laws.
3. Term and Termination
This Agreement shall commence on the Effective Date and continue for a period of 12 months unless earlier terminated by either party upon thirty (30) days’ prior written notice. Upon termination, Consultant shall return all Company property and cease representation.
4. Confidentiality
Consultant agrees to maintain in confidence all non-public information obtained during the course of services and shall not disclose such information to any third party without prior written consent of the Company.
5. Independent Contractor
Consultant shall act solely as an independent contractor. Nothing herein shall be construed to create a partnership, joint venture, or employment relationship.
6. Tax Responsibilities
Consultant acknowledges and agrees that any shares and warrants issued may be treated as compensation for services and could be subject to U.S. federal income tax reporting under Section 83 of the Internal Revenue Code. Consultant shall be solely responsible for all taxes arising from any compensation received hereunder. The Company shall not withhold any taxes unless required by applicable law.
Consultant acknowledges the vesting schedule is intended to reduce upfront tax burden under Section 83 and agrees to consult independent tax advisors on any elections or filings.
7. Governing Law
This Agreement 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.
Signature Page
The Parties acknowledge that the number of securities issued reflects the mutually agreed commercial value of the transaction and is subject to appropriate fair value determination for accounting purposes. This does not alter the number of shares or warrants to be issued as agreed herein.
| ABVC BioPharma, Inc. | 蔣淑齡 Shuling Jiang | |||
| Authorized Signature/Seal | Authorized Signature/Seal | |||
| Name： | Uttam Yashwant Patil | Name： | Shuling Jiang | |
| Title: | Land Owner | |||
| CEO | ||||