8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

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

Date of Report (Date of earliest event reported):

May 14, 2025 (July 12, 2024 & January 13, 2025)

ABVC BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 3.01. Noticeof Delisting or Failure to Satisfy a Continued Listing Standard; Transfer of Listing.

On July 10, 2024, ABVC BioPharma, Inc. (the “Company”) received a notification letter from the Nasdaq Listing Qualifications Staff of The NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that the minimum bid price per share for its common shares has been below $1.00 for a period of 30 consecutive business days (the “Bid Requirement”) and the Company therefore no longer meets the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2). The Company had until January 6, 2025 to regain compliance, but Nasdaq determined that the Company was eligible for an additional 180 calendar day period, or until July 7, 2025, to regain compliance. Nasdaq’s determination was based, in part, on the Company’s written intention to cure the deficiency by effecting a reverse stock split, if necessary.

On May 13, 2025, the Company received a notification letter (the “Notification Letter”) from Nasdaq notifying the Company that the Staff has determined that the Company has met the Bid Requirement and therefore the matter is closed. Accordingly, no reverse stock split is necessary at this time.

Item 7.01 Regulation FD Disclosure.

On May 14, 2025, the Company issued a press release announcing compliance with the Bid Requirement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 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.

2

Exhibit 99.1

ABVC BioPharma Regains Nasdaq Minimum Bid Price Compliance

Silicon Valley, CA – May 14, 2025 – ABVC BioPharma, Inc. (NASDAQ: ABVC), a clinical-stage biopharmaceutical company developing botanical-based therapies for central nervous system (CNS), ophthalmology, and oncology/hematology indications, today announced that it has received official notice from the Nasdaq Listing Qualifications Department confirming that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share.

According to Nasdaq’s notification dated May 13, 2025, ABVC’s common stock successfully maintained a closing bid price at or above $1.00 for 10 consecutive trading days from April 29, 2025 to May 12, 2025, satisfying the exchange’s compliance standard for the referenced rule. This development formally closes this deficiency matter.

“This is more than a compliance milestone — it is a clear validation of our turnaround strategy and unwavering commitment to shareholder value,” said Dr. Uttam Patil, ABVC Chief Executive Officer.

Compairing fiscal year 2024 to 2023, ABVC has made significant strides:

The reinstatement of Nasdaq compliance follows a period of focused restructuring, paving the way for future success. ABVC is currently in preliminary discussions with leading pharmaceutical and AI companies to co-develop its Phase III-ready candidates for Major Depressive Disorder (MDD) and ADHD, both multibillion-dollar global markets.

“We see this as a critical inflection point,” said Dr. Patil. “ABVC is no longer just a clinical-stage biotech — we are building a platform for global commercialization, powered by science, supported by strategy, and our continued Nasdaq listing demonstrates our ability to meet high listing standards.”

About ABVC BioPharma & Its Industry

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, 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.

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:

Dr. Uttam Patil

Email: uttam@ambrivis.com