ABVC BIOPHARMA, INC. 8-K/A

What Happened
ABVC Biopharma, Inc. filed an 8-K disclosing unregistered sales of common stock conducted under Regulation S and related additional subscriptions. Between April 11, 2025 and May 27, 2025 the company sold 1,987,557 shares for ≈ $1,289,750 to 43 Non‑U.S. persons. Between May 26, 2025 and January 6, 2026 the company accepted additional subscriptions totaling $2,275,468 and issued 1,500,250 shares; the Board approved those additional subscriptions on January 12, 2026. Share prices in the transactions ranged from $1.00 to $1.95 per share.

Key Details

• Total shares issued: 3,487,807 (1,987,557 initial + 1,500,250 additional)
• Total gross proceeds: ≈ $3,565,218 ($1,289,750 + $2,275,468)
• Voting arrangement: purchasers granted voting rights by proxy to Eugene Jiang, the company’s chairman, for the maximum time permitted by law
• Resale restrictions: securities are unregistered and may not be sold to U.S. persons or on U.S. exchanges for six months (or one year depending on reporting status); sales were made without general solicitation and purchasers represented they were accredited investors and Non‑U.S. persons

Why It Matters

• The transactions raise cash for ABVC (≈ $3.57M) without a public offering, which can support operations or development activities.
• Issuing ~3.49M shares increases the company’s outstanding shares and can dilute existing shareholders; the additional subscriptions alone represent ≈5.92% of common stock outstanding as of this filing.
• The voting proxy to the chairman concentrates voting power for the permitted period, which may affect corporate control on matters voted by shareholders.
• Because the shares are unregistered, they carry resale restrictions that limit liquidity for the purchasers and restrict market trading until registration or an applicable exemption applies.