ABVC BIOPHARMA, INC.

Regulatory Filings • Aug 13, 2019

8-K 1 f8k080419_americanbrivision.htm CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 13, 2019 (August 4, 2019)

AMERICAN BRIVISION (HOLDING) CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	333-91436	26-0014658
(State
or other jurisdiction of incorporation)	(Commission
File Number)	(IRS
Employer Identification No.)

44370 Old Warm Springs Blvd.

Fremont, CA 94538

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (845) 291-1291

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 ( see General Instruction A.2. below):

☐ 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)

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

Securities registered pursuant to Section 12(b) of the Act: None

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Item 1.01 Entry into a Material Definitive Agreement

On August 4, 2019, American BriVision (Holding) Corporation (the “Company”) entered into a conversion agreement (the “Conversion Agreement”) with each of the four (4) related parties (the “Investors”) of the Company to convert the debts owed to all of the Investors in an aggregate amount of $625,591 to 89,370 shares (the “Conversion Shares”) of the Company’s common stock at a conversion price of $7.00 per share, which is below the closing price of its common stock at August 2, 2019, the trading day immediately before August 4, 2019. Pursuant to the Conversion Agreement, each Investor shall release the Company from any debts, liabilities or obligations incurred under the respective original agreement, which is attached in each Conversion Agreement, upon receiving its respective number of Conversion Shares as set forth in the Conversion Agreement.

The foregoing description of the Conversion Agreement is qualified by reference to the full text of the form of the Conversion Agreement, which is filed as Exhibits 10.1 hereto and incorporated herein by reference.

Item 3.02 Unregistered Sales of Securities

The disclosures set forth in Item 1.01 of this Current Report are incorporated by reference herein. The issuance of Conversion Shares shall be made in reliance on exemption from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

| Exhibit
No. | Description |
| --- | --- |
| 10.1 | Form of Conversion Agreement (1) |

(1) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 6, 2019.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| AMERICAN
BRIVISION (HOLDING) CORPORATION — By: | /s/
Howard
Doong |
| --- | --- |
| Name: | Howard
Doong |
| Title: | Chief
Executive Officer |

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