JERSEY CITY, N.J. On November 2nd ( PRNewswire ) – WallachBeth Capital LLC indicates that ABVC BioPharma, Inc. ("ABVC" or "the Company") (Nasdaq ticker: ABVC) has completed a private placement, issuing senior convertible promissory notes ("OID Notes") at a discount to institutional and other qualified investors, raising a total of approximately $3.39 million, before deducting placement agency fees and other issuance expenses.
The original issue discount for these notes is 17.5%, with a total principal amount of $4,106,060. The maturity date is June 30, 2027. Eight months after the issuance date, the notes can be converted into the company's common stock; the conversion price will be equal to 85% of the average of the VWAP values over three consecutive trading days prior to the conversion date, and it will be subject to a minimum price of Floor Price as well as related adjustment clauses.
The company expects to use the net proceeds from this issuance for general working capital, to provide funding for its subsidiaries, and to pay $625,000 in settlement to Lind Global Fund II LP under a final settlement and release agreement. The company stated that this agreed payment is expected to satisfy specific outstanding claims and will support the company in advancing its broader financing and business development plans.
The company stated that this financing is expected to support a broader strategy of ABVC, which involves advancing its pharmaceutical and medical device product portfolio through strategic licensing, subsidiary development, and independent financing initiatives. ABVC has established specialized business platforms around its main areas of development, including AiBtl BioPharma Inc for central nervous system (CNS) drug projects, OncoX BioPharma for oncology, ForSeeCon Eye for the development and commercialization of ophthalmic medical devices, as well as BioKey ( Cayman ), Inc for contract pharmaceutical research and development and manufacturing services, and AI for biotech innovation platforms. Through these arrangements, ABVC aims to advance its development projects while generating licensing revenue, milestone payments, future royalties, and opportunities for equity value. The company is also continuously evaluating potential strategic financing and capital market opportunities for its related businesses as possible ways to support its long-term development and commercialization goals.
WallachBeth Capital LLC acts as the placement agent for this issuance. Hunter Taubman Fischer and Li LLC serve as the company's legal counsel, while Sichenzia Ross Ference Carmel LLP acts as the legal counsel for the placement agent.
These securities, as well as the common stock of the company that can be issued after the conversion of these securities, have not been registered in accordance with the revised Securities Act of 1933 or any state securities law. Therefore, unless a registration exemption applies, they may not be offered or sold in the United States or any state before registration is completed.
More details regarding the bills and transactions will be included in the company's upcoming 8-K report to be submitted to the U.S. Securities and Exchange Commission, which can be viewed at www.sec.gov. The aforementioned description is subject to the final transaction documents contained in the attachments of that report.
This press release does not constitute an offer to sell or an invitation to purchase; in any state or jurisdiction where such an offer, invitation, or sale would be illegal before the completion of the registration or qualification requirements stipulated by the securities laws of that state or jurisdiction, this press release also does not constitute a sale or offer of such securities.
Regarding WallachBeth Capital LLC:
WallachBeth Capital provides a range of capital market and investment banking services to the healthcare industry, connecting corporate clients with leading institutions to support issuers and investors in achieving their financial goals. The company's experience includes initial public offerings (IPOs), additional share issues, PIPE financings, private placements, as well as ATM issuances.
Forward-looking Statements
This press release contains “forward-looking statements,” which are statements regarding ABVC’s expectations, beliefs, or projections regarding future events, results, activities, or developments. Forward-looking statements typically include words such as “intends,” “estimates,” “expects,” “hopes,” “predicts,” “plans,” “anticipates,” “seeks,” “believes,” “thinks,” “should,” “will,” “may,” “aims,” and “purposes,” as well as their negative forms. Such statements are based on ABVC’s experience and judgment regarding current conditions, trends, expected future developments, and other factors deemed appropriate under the circumstances at the time of issuance, and are valid only as of the date of issuance. Forward-looking statements are inherently uncertain, and actual results may differ significantly from the assumptions, estimates, or projections contained in these statements due to various factors. For details regarding the uncertainties that could cause significant differences between actual results and forward-looking statements, please refer to ABVC’s annual report Form 10-K and other reports filed with www.sec.gov, particularly the section titled “Risk Factors.” Except as required by law, ABVC has no obligation to publicly update or revise any forward-looking statements to reflect new information, future events, or other circumstances.
