ABVC BioPharma closes $3.39 million convertible note private placement

ABVC BioPharma, Inc. (NASDAQ: ABVC) announced on November 2, 2026 the closing of a private placement of original issue discount senior convertible promissory notes, generating aggregate gross proceeds of approximately $3.39 million, before placement agent fees and other offering expenses.¹

The transaction closed on October 30, 2026, when the company entered into a securities purchase agreement with certain accredited investors for the sale of notes in an aggregate principal amount of $4,106,060 for an aggregate purchase price of $3,387,500.¹ The notes carry a 17.5% original issue discount and mature on June 30, 2027, subject to a one-time three-month extension at the company's option that increases the outstanding principal by 5%.¹ Conversion shares are issuable at a price equal to 85% of the average of the three VWAPs for the three trading days prior to conversion, subject to a floor price of $0.2.¹

Under Nasdaq Listing Rule 5635(d), unless the company obtains stockholder approval, it may not issue conversion shares in excess of 19.99% of common stock outstanding as of the SPA date.¹ Failure to obtain that approval by June 30, 2027 would constitute an Event of Default under the notes.¹

Part of the proceeds is earmarked for a settlement with Lind Global Fund II, L.P., which had sued ABVC in New York state court in February 2026 over prior note obligations. On October 26, 2026, ABVC entered into a release and settlement agreement with Lind under which the company will pay $625,000, after which Lind's outstanding notes will be deemed paid and satisfied in full and related liens released.¹ The agreement also increases Lind's existing warrant by 20% and requires ABVC to register those warrant shares within 90 days.¹

WallachBeth Capital, Inc. acted as placement agent for the offering¹, and the company paid the placement agent a cash fee of $237,125, equal to 7% of gross proceeds, plus $65,000 in reimbursed expenses.¹

At a special shareholder meeting held October 28, 2026, investors approved the company's 2026 Equity Incentive Plan, ratification of certain equity awards, and a Nasdaq-related proposal authorizing issuance of up to 1,600,653 shares as consideration for land acquisitions in Taoyuan and Hualien, Taiwan.¹