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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/17/24 Abvc Biopharma, Inc. 8-K:1,9 4/17/24 13:306K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 28K
2: EX-10.1 Definitive License Agreement Between the Company HTML 36K
and Oncox Biopharma, Inc
3: EX-10.2 Definitive License Agreement Between Rgene and HTML 37K
Oncox Biopharma, Inc.
4: EX-99.1 Press Release HTML 20K
8: R1 Cover HTML 46K
10: XML IDEA XML File -- Filing Summary XML 12K
13: XML XBRL Instance -- ea0203971-8k_abvcbio_htm XML 16K
9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
6: EX-101.LAB XBRL Labels -- abvc-20240417_lab XML 97K
7: EX-101.PRE XBRL Presentations -- abvc-20240417_pre XML 64K
5: EX-101.SCH XBRL Schema -- abvc-20240417 XSD 13K
11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K
12: ZIP XBRL Zipped Folder -- 0001213900-24-033598-xbrl Zip 38K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i April 17, 2024
(Exact name of registrant as specified in its charter)
| i Nevada | i 001-40700 | i 26-0014658 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| i 94538 | ||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number including area code: ( i 510) i 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:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | 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 | ||
| i Common Stock, par value $0.001 per share | i ABVC | The i 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).
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 1.01 Entry into Material Definitive Agreements
On April 16, 2024, the Company entered into a definitive agreement with OncoX BioPharma, Inc., a private company registered in the British Virgin Islands ("Oncox"), pursuant to which the Company will grant Oncox an exclusive right to develop and commercialize ABVC's single-herb botanical drug extract from the dry fruit body of Maitake Mushroom (Grifola Frondosa) for treatment of Non-Small Cell Lung Cancer (the “Licensed Products”), within North America for 20 years (the “Oncox Agreement”). In consideration thereof, Oncox shall pay ABVC $6,250,000 (or 1,250,000 Oncox shares valued at $5 per share1) 30 days after entering into the Oncox Agreement and $625,000 30 days following the completion of Oncox’s next round of fundraising, of which there is no guarantee; ABC is also entitled to 5% royalties based on the Net Sales, as defined in the Oncox Agreement, from the first commercial sale of the Licensed Product in North America. Oncox entered into the same agreement with ABVC’s affiliate, Rgene Corporation.
The foregoing description of the agreements is not complete and is qualified in its entirety by reference to the full text of the agreements, copies of which are attached as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Neither this Current Report on Form 8-K, nor any exhibit attached hereto, is an offer to sell or the solicitation of an offer to buy the Securities described herein. Such disclosure does not constitute an offer to sell, or the solicitation of an offer to buy nor shall there be any sales of the Company’s securities in any state in which such an offer, solicitation or sale would be unlawful. The securities mentioned herein have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Definitive License Agreement between the Company and OncoX BioPharma, Inc. | |
| 10.2 | Definitive License Agreement between Rgene and OncoX BioPharma, Inc. | |
| 99.1 | Press Release. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
| 1 | Price was determined through private negotiations between the parties; no third party valuation was completed. |
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. |
| April 17, 2024 | By: | /s/ Uttam Patil |
| Uttam Patil | ||
| Chief Executive Officer |
2
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on / For Period end: | 4/17/24 | None on these Dates | ||
| 4/16/24 | ||||
| List all Filings | ||||