UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January
25, 2024 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number including area
code: (
(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 | ||
| The |
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. ☐
Explanatory Note
The Company is filing this Amendment solely to provide (i) the historical audited financial statements of AIBL for the period from January 10, 2023 (inception) until September 30, 2023, referred to in Item 9.01(a) below and (ii) the unaudited pro forma condensed combined financial statements as of and for the nine-month period ended September 30, 2023, referred to in Item 9.01(b) below.
1
Item 9.01 Financial Statement and Exhibits
(a) Financial Statements of Business Acquired
The audited financial statements of AIBL for the period from January 10, 2023 until September 30, 2023 are attached hereto as Exhibit 99.1.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet of the Company and AIBL as of September 30, 2023, the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023, and the notes related thereto, reflecting the transaction (“Transaction”), are attached hereto as Exhibit 99.2 and incorporated herein by reference.
(d) Exhibits
| Exhibit No. | Description | |
| 23.1 | Consent of WWC, P.C. | |
| 99.1 | Audited financial statements of AIBL for the period from January 10, 2023 until September 30, 2023. | |
| 99.2 | Unaudited pro forma condensed combined statement of operations of the Company and AIBL as of and for the nine months ended September 30, 2023. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
2
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. | ||
| January 25, 2024 | By: | /s/ Uttam Patil |
| Uttam Patil | ||
| Chief Executive Officer | ||
3