ABVC Biopharma, Inc. (NASDAQ: ABVC) announced the closing of a private placement of senior convertible promissory notes on October 30, 2026. The company entered into a securities purchase agreement with certain accredited investors to sell notes with an aggregate principal amount of $4,106,060 for a gross purchase price of $3,387,500.
The notes, which carry a 17.5% original issue discount, are set to mature on June 30, 2027. Holders may convert the notes into common stock after the eight-month anniversary of issuance. The conversion price is calculated as 85% of the average of the three VWAPs for the three trading days prior to the conversion date, subject to a floor price of $0.20. The issuance of shares is subject to a beneficial ownership limitation of 4.99% (or 9.99% at the holder's election) and a Nasdaq-mandated exchange cap of 19.99% of outstanding shares, pending stockholder approval.
Under the terms of the agreement, the company may prepay the notes at 102.5% of the outstanding principal. Additionally, the company is prohibited from entering into variable rate transactions for six months following the closing date, except for at-the-market offerings or acceptable equity lines of credit. The company also agreed to grant investors the right to participate in up to 100% of any subsequent financing during the same six-month period.
WallachBeth Capital, LLC served as the exclusive placement agent, receiving a cash fee equal to 7% of the gross proceeds, or $237,125, plus reimbursement for accountable expenses of $65,000.
In a separate settlement agreement dated October 26, 2026, the company agreed to pay Lind Global Fund II, L.P. $625,000 to resolve outstanding claims related to prior financing transactions. As part of the settlement, the company will register the warrant shares issued to Lind within 90 days and grant Lind a 12-month participation right for future cash financings, subject to specific limitations.
The company also reported the results of a special shareholder meeting held on October 28, 2026. Shareholders approved the 2026 Equity Incentive Plan, ratified equity awards granted since February 2026, and approved the potential issuance of up to 1,600,653 shares of common stock for the acquisition of land in Taiwan.
