Abvc Biopharma, Inc 8-K, filed Jul 24, 2023
Abvc Biopharma, Inc. (ABVC)
About this 8-K
Abvc Biopharma, Inc filed this 8-K on July 24, 2023.
Items reported
- Item 2.02: Financial results
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 2.02 Results of Operations and Financial Condition.
The information set forth under Item 2.02 is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
ABVC BioPharma, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation (the “Certificate”) to be effective as of 12:01 a.m. EST on July 25, 2023 authorizing a 1-for-10 reverse stock split of the issued and outstanding shares of its common stock (the “Reverse Stock Split”). The Company’s stockholders previously approved the Reverse Stock Split at the Company’s Special Shareholder Meeting held on July 7, 2023.
Reason for the Reverse Stock Split
The Reverse Stock Split is being effected to reduce the number of issued and outstanding shares and to hope increase the per share trading value of the Company’s common stock, although that outcome is not guaranteed. In turn, the Company believes that the Reverse Stock Split will enable the Company to restore compliance with certain continued listing standards of NASDAQ Capital Market (“NASDAQ”).
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split will become effective at 12:01 a.m. Eastern Time on July 25, 2023, and will be reflected with NASDAQ and in the marketplace at the open of business on July 25, 2023 (the “Effective Date”), whereupon the shares of common stock began trading on a split-adjusted basis. In connection with the Reverse Stock Split, the Company’s shares of common stock will continue to trade on NASDAQ under the symbol “ABVC” but will trade under a new CUSIP Number: 00091F 304.
Split Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Company’s common stock held by each stockholder will be converted automatically into the number of whole shares of common stock, as applicable, equal to (i) the number of issued and outstanding shares held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 10.
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of common shares not evenly divisible by the one for ten reverse stock split ratio, will be entitled, upon surrender of certificate(s) representing these shares, to a number of common shares rounded up to the nearest whole number. The ownership of a fractional interest will not give the stockholder any voting, dividend or other rights except to have his or her fractional interest rounded up to the nearest whole number.
After the Effective Date, existing stock certificates will still be valid even though they reflect the number of shares prior to the Reverse Stock Split. If any stockholders seek to obtain a new certificate reflecting the number of shares post Reverse Stock Split, then such stockholders shall surrender to the exchange agent the certificates representing pre- Reverse Stock Split shares in exchange for certificates representing post- Reverse Stock Split shares in accordance with the procedures to be set forth in a cover letter asking for such stock certificates. The Company’s transfer agent, VStock Transfer, LLC charges stockholders a fee of $35 for each new certificate issued and $10 for cancelling each current certificate, plus mailing fees. A shareholder is not required to exchange their stock certificate.
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Stockholders who are holding their shares in electronic form at brokerage firms or with the Company’s transfer agent (Vstock Transfer LLC) do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their accounts.
State Filing. The Reverse Stock Split is being effected by the Company filing the Certificate with the Secretary of State of the State of Nevada on July 10, 2023. The Certificate is not effective until the Effective Date. A copy of the Certificate is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Capitalization. The Reverse Stock Split did not impact the number of authorized shares of common stock.
As of July 24, 2023, there were 33,080,740 shares of common stock outstanding. As a result of the Reverse Stock Split, there will be approximately 3,308,074 shares of common stock outstanding (subject to adjustment due to the effect of providing cash for fractional shares). The Reverse Stock Split will not have any effect on the stated par value of the common stock.
Each stockholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result of the Reverse Stock Split, except for minor changes and adjustments that will result from rounding up fractional shares.
All options and warrants of the Company outstanding immediately prior to the Reverse Stock Split will be appropriately adjusted as a result of the Reverse Stock Split.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
The information required by this Item 5.03 is set forth in Item 3.03 above, which information is incorporated herein by reference.
Item 8.01 Other Events.
On July 24, 2023, the Company issued a press release regarding the Reverse Stock Split. A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
Number |
Exhibit | |
| 3.1 | Certificate of Amendment to Articles of Incorporation | |
| 99.1 | Press Release, dated July 21, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 24, 2023 | By: | /s/ Uttam Patil |
| Uttam Patil | ||
| Chief Executive Officer | ||
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Exhibit 3.1
ARTICLES OF AMENDMENT
ABVC BIOPHARMA, INC.
1. This Article of Amendment (the “Article of Amendment”) amends the provisions of the Corporation’s Articles of Incorporation filed with the Secretary of State in November 2001 (the “Certificate of Incorporation”).
2. That the Board of Directors of the Corporation duly adopted resolutions through a unanimous written consent setting forth the following amendment (the “Amendment”) of the Articles of Incorporation of the Corporation, declaring said Amendment to be advisable and calling a meeting of the stockholders of said Corporation for consideration thereof.
3. That thereafter, pursuant to a resolution of its Board of Directors, a special meeting of the stockholders of said Corporation was duly called and held upon notice in accordance with Section 78.310 of Nevada’s Revised Statutes at which meeting the necessary number of shares as required by statute were voted in favor of this Amendment.
4. That the Articles of Incorporation of this Corporation be amended by adding the following paragraph to ARTICLE IV “Authorized Capital”:
“As of July 25, 2023, (the “Effective Time”), each ten (10) shares of Common Stock either issued and outstanding or held by the Corporation as treasury stock shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. All shares of Common Stock (including fractions thereof) issuable upon the Reverse Stock Split to a given holder shall be aggregated for purposes of determining whether the Reverse Stock Split would result in the issuance of a fractional share. If, after the aforementioned aggregation, the Reverse Stock Split would result in the issuance of a fraction of a share of Common Stock, the Corporation shall, in lieu of issuing any such fractional share, round up to the nearest whole number of shares in order to bring the number of shares held by such holder up to the next whole number of shares of Common Stock. No certificates representing fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”) shall thereafter represent the number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”
[Remainder of the Page Intentionally Left Blank]
Exhibit 99.1
ABVC BioPharma Announces Reverse Stock Split
Fremont, CA (July 24, 2023) – ABVC BioPharma, Inc. (NASDAQ: ABVC) (“Company”), a clinical-stage biopharmaceutical company developing therapeutic solutions in ophthalmology, neurology, and oncology/hematology, today announced a reverse stock split of its common stock (“Reverse Stock Split”) of one post-split share for every ten pre-split shares in an effort to regain compliance with Nasdaq’s listing rules. The Company expects the Reverse Stock Split to be effective as of 12:01 a.m. EST on July 25, 2023, authorizing a 1-for-10 reverse stock split of the issued and outstanding shares of its common stock under the new CUSIP Number: 00091F 304.
The Company obtained shareholder approval for the Reverse Stock Split at a special meeting of shareholders on July 07, 2023 and the Company’s board of directors approved the Reverse Stock Split ratio of 10 to 1. The principal purpose of the Reverse Stock Split is to decrease the total number of shares of common stock outstanding and hopefully, proportionately increase the market price of the common stock to meet the continued listing requirements of The Nasdaq Capital Market. The Company’s common stock will continue trading under the ticker symbol “ABVC.” The Reverse Stock Split will not impact the rights or preferences of the Company’s common stock shares. The ownership percentage and voting power of each stockholder will remain virtually unchanged. No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who would have received fractional shares due to their holdings not being evenly divisible by the reverse stock split ratio will receive shares rounded up to the nearest whole number.
The Company’s Board of Directors expressed that they aim for the Reverse Stock Split to not only enable the company to meet the NASDAQ listing requirements, but also to lead the company out of the ‘Penny Stock’ categoryThe Board further emphasized, “We believe this reverse stock split can have a positive impact on the Company’s market valuation, creating a solid foundation for growth. By improving our financial standing, we aim to instill confidence in our investors and attract a broader investor base. Ultimately, we strive to establish a more stable financial platform to attract investors and enable us to pursue our research and development activities with greater stability.”
The Company has appointed VStock Transfer, LLC as its exchange agent for the Reverse Stock Split. Stockholders owning pre-split shares via a bank, broker, or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split. They will not be required to take further action concerning the Reverse Stock Split, subject to brokers’ particular processes. Similarly, registered stockholders holding pre-split shares of the Company’s common stock electronically in book-entry form are also not required to take further action in connection with the Reverse Stock Split.
The company’s pipeline products have great market potential. As per the Future Market Insights report, the MDD market was valued at $11.51 billion in 2022 and is expected to reach $14.96 billion by 2032 with a CAGR of 2.8% over the forecast period1. According to the Polaris market research report, the global ADHD treatment market was valued at $16.13 billion in 2022 and is expected to reach $32.14 billion by 2030 with a CAGR of 7.1% over the forecast period2. According to iHealthcare Analyst, Inc., the global market for retinal surgery devices is expected to reach $4.3 billion by 2029, at a CAGR of 7.7%, driven in part by the rising geriatric population worldwide3.
| 1 | https://www.futuremarketinsights.com/reports/major-depressive-disorder-treatment-market#:~:text=The%20major%20depressive%20disorder%20(MDD,US%24%2011.51%20billion%20in%202022 |
| 2 | https://www.prnewswire.com/news-releases/global-attention-deficit-hyperactivity-disorder-adhd-market-size-projected-to-reach-usd-32-14-billion-by-2032--with-cagr-of-7-1-study-by-polaris-market-research-301729196.html#:~:text=According%20to%20the%20research%20report,Deficit%20Hyperactivity%20Disorder%20(ADHD)%3F |
| 3 | https://www.ihealthcareanalyst.com/technological-advancement-ophthalmic-surgery-retinal-surgery-devices-market/ |
About ABVC BioPharma
ABVC BioPharma is a clinical-stage biopharmaceutical company with an active pipeline of six drugs and one medical device (ABV-1701/Vitargus®) under development. For its drug products, the Company utilizes in-licensed technology from its network of world-renowned research institutions to conduct proof-of-concept trials through Phase II of clinical development. The Company’s network of research institutions includes Stanford University, the University of California at San Francisco, and Cedars-Sinai Medical Center. For Vitargus®, the Company intends to conduct global clinical trials through Phase III.
Forward-Looking Statements
This press release contains “forward-looking statements.” Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential,” or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified, and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. None of the outcomes expressed herein are guaranteed. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) our inability to manufacture our product candidates on a commercial scale on our own, or in collaboration with third parties; (ii) difficulties in obtaining financing on commercially reasonable terms; (iii) changes in the size and nature of our competition; (iv) loss of one or more key executives or scientists; and (v) difficulties in securing regulatory approval to proceed to the next level of the clinical trials or to market our product candidates. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors are urged to read these documents free of charge on the SEC’s website at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s 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 such state or jurisdiction.
Contact:
Tom Masterson
Email: tmasterson@allelecomms.com