8-K/A
Abvc Biopharma, Inc. (ABVC)
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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): January
10, 2025 (July 12, 2024)
ABVC BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-40700 | 26-0014658 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 44370 Old Warm Springs Blvd.<br><br> <br>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 3.01 Notice of Delisting or Failure to Satisfya Continued Listing Rule or Standard; Transfer of Listing.
On January 9, 2025, ABVC BioPharma, Inc. (the "Company") received a notification from Nasdaq granting the Company an additional 180 days, until July 7, 2025, to meet the minimum bid price requirement of $1.00 per share, as outlined in Nasdaq Listing Rule 5550(a)(2) (the “Rule”).
On July 12, 2024, the Company disclosed that Nasdaq had informed it that its stock had failed to maintain the minimum bid price over the preceding 30 business days. At that time, the Company was given until January 6, 2025, to regain compliance. The current extension was granted based on the Company’s adherence to other listing requirements and assurance that it would take necessary steps to meet the compliance.
To satisfy the Rule, the Company’s common stock must achieve a closing bid price of at least $1.00 for a minimum of ten consecutive trading days within this extension period; if successful, Nasdaq will confirm compliance with the Rule and close this matter. If compliance is not achieved by the new deadline, Nasdaq may initiate delisting procedures, which the Company would have the right to appeal.
This extension has no immediate impact on the Company’s listing, and its stock will continue to trade on the Nasdaq Capital Market under the ticker symbol "ABVC." The Company is actively monitoring its stock price and evaluating potential measures to ensure compliance within the given timeframe, including executing a reverse stock split.
Item 7.01 Regulation FD Disclosure.
On January 13, 2025, the Company plans to issue a press releases announcing the additional 180-day extension to regain compliance with the minimum bid price 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
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
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. | ||
|---|---|---|
| January 10, 2025 | By: | /s/ Uttam Patil |
| Uttam Patil | ||
| Chief Executive Officer |
Exhibit 99.1
ABVC BioPharma, Inc. Granted Additional 180-DayGrace Period to Regain Compliance with Nasdaq Bid Price Requirement
Fremont, CA (January 13, 2025) – ABVC BioPharma, Inc. (NASDAQ: ABVC), a clinical-stage biopharmaceutical company focused on innovative treatments in ophthalmology, CNS (central nervous system), and oncology/hematology, is pleased to announce that Nasdaq has granted the Company an additional 180-day grace period, until July 7, 2025, to regain compliance with the Nasdaq Capital Market’s minimum $1.0 bid price per share requirement.
ABVC remains fully committed to addressing the bid price deficiencyduring this extended compliance period. If the Company’s closing bid price meets or exceeds $1 per share for a minimum of 10 consecutive business days within this timeframe, we will be in compliane with that requirement and Nasdaq should close this matter.
The Company has demonstrated compliance with all other applicable Nasdaq continued listing requirements, including the market value of publicly held shares and shareholder equity thresholds.
To ensure compliance, ABVC intends to monitor its stock price closely and will take all necessary steps to maintain its Nasdaq listing.
Uttam Patil, Ph.D., Chief Executive Officer of ABVC, stated:
“We appreciate Nasdaq’s confidence in our ability to achieve compliance. This extension provides the flexibility neededto implement strategic measures that are expected to enhance shareholder value and maintain our position on the Nasdaq. We remain optimisticabout achieving compliance and executing our growth and development plans.”
For more information about ABVC and its subsidiaries, stay updated on the latest updates or visit https://abvcpharma.com. ABVC urges its shareholders to sign up on the Company’s websitefor the latest news alerts; visit https://abvcpharma.com/?page_id=17707
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 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:
Dr. Uttam Patil
Email: uttam@ambrivis.com