Abvc Biopharma, Inc 8-K, filed Sep 13, 2023
Abvc Biopharma, Inc. (ABVC)
About this 8-K
Abvc Biopharma, Inc filed this 8-K on September 13, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
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CURRENT REPORT
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Item 1.01 Entry into Material Definitive Agreements
As previously announced, on February 24, 2023, ABVC BioPharma, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Lind Global Fund II LP, a Delaware limited partnership (the “Investor”), pursuant to which the Company issued to the Investor a secured, convertible note in the principal amount of $3,704,167 (the “Offering”), for a purchase price of $3,175,000 (the “Note”), that is convertible into shares of the Company’s common stock at an initial conversion price of $1.05 per share, subject to adjustment (the “Note Shares”). Lind also received a common stock purchase warrant (the “Warrant”) to purchase up to 5,291,667 shares of the Company’s common stock at an initial exercise price of $1.05 per share, subject to adjustment (each, a “Warrant Share,” together with the Note, Note Shares and Warrants, the “Securities”).
On September 12, 2023, the Company and the Investor entered into a letter agreement (the “Letter Agreement”) pursuant to which the Investor agreed to waive any default, any Event of Default, and any Mandatory Default Amount (each as defined in the Note) associated with the Company’s market capitalization being below $12.5 million for 10 consecutive days through February 23, 2024. Notwithstanding the waiver, the Investor retains its right to exercise conversion rights under 2.2(a), 2.2(c)(2)(x) and 3.1 of the Note, which could result in a substantial amount of common stock issued at a significant discount to the trading price of the Company’s common stock. In addition, if the Company is unable to increase its market capitalization and is unable to obtain a further waiver or amendment to the Note, then the Company could experience an event of default under the Note, which could have a material adverse effect on the Company’s liquidity, financial condition, and results of operations. The Company cannot make any assurances regarding the likelihood, certainty, or exact timing of the Company’s ability to increase its market capitalization, as such metric is not within the immediate control of the Company and depends on a variety of factors outside the Company’s control.
The foregoing descriptions of the Letter Agreement are not complete and are qualified in their entirety by reference to the full text of the form of the Letter Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Letter Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. | ||
| September 13, 2023 | By: | /s/ Uttam Patil |
| Uttam Patil | ||
| Chief Executive Officer | ||
2
Exhibit 10.1
This waiver letter agreement (this “Waiver Letter”), to the senior convertible promissory note, dated as of February 23, 2023 (the “Note”), by and between ABVC BioPharma, Inc., a Nevada corporation (the “Company”) and Lind Global Fund II LP, a Delaware limited partnership (“Lind Global”), is made as of September 12, 2023. Unless otherwise indicated, capitalized terms shall have the meanings ascribed to them in the Note.
WHEREAS, pursuant to Section 2.1(r) of the Note, an Event of Default includes the Market Capitalization of the Company being below $12,500,000 for ten (10) consecutive days (a “Market Capitalization Event of Default”).
NOW THEREFORE, Lind Global hereby waives any Market Capitalization Event of Default, with such waiver continuing through February 23, 2024, but reserves its right, notwithstanding such waiver, to exercise its rights under Section 2.2(a) and Section 2.2(c)(2)(x) of the Note; provided, that such waiver shall automatically terminate and be of no force or effect upon the occurrence of any Event of Default other than a Market Capitalization Event of Default.
The parties also agree that the “Mandatory Default Amount” shall mean an amount equal to one hundred fifteen percent (115%) of the Outstanding Principal Amount of the Note on the date on which the first Event of Default has occurred and any other amounts owing under the Note or the other Transaction Documents. As of the date of this Waiver Letter, the Outstanding Principal Amount of the Note is $2,754,167; therefore, the Mandatory Default Amount is $3,167,292.05.
Except as expressly set forth herein, this Waiver Letter shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of Lind Global under the Transaction Documents, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Transaction Documents, all of which shall otherwise continue in full force and effect.
This Waiver Letter may be executed in one or more counterparts (by facsimile or otherwise), each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. This letter agreement shall be governed by and construed in accordance with the laws of the State of Nevada.
[signatures on next page]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| COMPANY: | ||
| ABVC BioPharma, Inc | ||
| Name: | Uttam Patil | |
| Title: | Chief Executive Officer | |
| Agreed to and accepted by | ||
| HOLDER: | ||
| Lind Global Fund II LP | ||
| Name: | Jeff Easton | |
| Title: | Managing Member of Lind Global Partners II LLC, General Partner | |