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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 3, 2025

 

ABVC BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-40700   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: (510) 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:

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol   Name of each exchange on which registered
Common Stock, par value $0.001 per share   ABVC   The 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).

 

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.

 

 

 

  

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 3, 2025, ABVC BioPharma, Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on 4 proposals. At the beginning of the Annual Meeting, 5,917,309 shares of common stock, which represents 35.27% of the voting power of the shares entitled to vote at the Annual Meeting, were represented by proxy, which constituted a quorum for the transaction of business.

 

We are filing this Current Report on Form 8-K to disclose the voting results from the Annual Meeting.

 

  1. To re-elect 11 directors to the Company’s board of directors (the “Board”), with such directors to serve until the 2025 annual meeting of shareholders.

 

Name   For     Against     Withheld  
Eugene Jiang     5,898,784       0       18,525  
Dr. Tsang Ming Jiang     5,898,784       0       18,525  
Norimi Sakamoto     5,898,784       0       18,525  
Yen-Hsin Chou     5,898,784       0       18,525  
Dr. Tsung-Shann (T.S.) Jiang     5,898,784       0       18,525  
Dr. Chang-Jen Jiang     5,898,784       0       18,525  
Hsin-Hui Miao     5,898,784       0       18,525  
Yoshinobu Odaira     5,898,784       0       18,525  
Che-Wei Hsu     5,898,784       0       18,525  
Shuling Jiang     5,898,784       0       18,525  
Yu-Min (Francis) Chung     5,898,784       0       18,525  

 

Accordingly, all directors were re-elected.

 

  2. To ratify the appointment of Simon & Edward, LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2025.

 

For   Against   Abstain
5,903,606   10,152   3,551

 

Accordingly, Simon & Edward, LLP was reappointed as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2025.

 

  3. To authorize, for purposes of complying with Nasdaq Listing Rule 5635(b) and Nasdaq Listing Rule 5635(d), the entry into an agreement to purchase land owned by one of our directors, Shuling Jiang (“Shuling”) and to purchase such land via the issuance of shares of our common stock and warrants to purchase shares of common stock, which constitutes a related party transaction and which may result in the issuance of an amount of shares of common stock equal to or in excess of 20% of our common stock outstanding and which Nasdaq may deem a “change of control” transaction (the “Land Proposal”).

 

For   Against   Abstain
5,832,130   81,700   3,479

 

Accordingly, the Land Proposal was approved.

 

  4. To approve an increase in the Company’s Amended and Restated 2016 Equity Incentive Plan (the “Plan”) up to a maximum of 15% of the number of issued and outstanding shares on the date of the Meeting and permit the automatic increase of such shares available under the Plan, on January 1 of each year, by that number of shares equal to 5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, commencing on January 1, 2026 and ending with the year that the additional number of shares equals 15% of the number of shares of common stock issued and outstanding as of December 31 of the previous year (the “Plan Proposal”).

 

For   Against   Abstain
5,691,168   222,663   3,478

 

Accordingly, the Plan Proposal was approved.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number
  Exhibit
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

  

 

 

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.
     
June 4, 2025 By: /s/ Uttam Patil
    Uttam Patil
    Chief Executive Officer