ABVC BioPharma, Inc. filed a Form 8-K with the SEC on November 2, 2026, disclosing a private placement of senior convertible promissory notes closed on October 30, 2026, and a settlement agreement with Lind Global Fund II, L.P. resolving a 2026 civil action.

Key Highlights

  • Aggregate principal: The company issued original issue discount senior convertible promissory notes with a total principal amount of $4,106,060 for a purchase price of $3,387,500.
  • Original issue discount: The notes carry a 17.5% original issue discount and mature on June 30, 2027, with a company-option one-time three-month extension that increases outstanding principal by 5%.
  • Conversion terms: Conversion shares are issuable at 85% of the average of the three VWAPs for the three trading days prior to conversion, subject to a floor price of $0.2 per share.
  • Exchange Cap: Pursuant to Nasdaq Listing Rule 5635(d), the company may not issue conversion shares exceeding 19.99% of outstanding common stock without stockholder approval, which must be obtained by June 30, 2027 or an Event of Default is triggered.
  • Lind settlement: The company agreed to pay Lind Global Fund II, L.P. $625,000 to fully satisfy and cancel all outstanding Lind notes, with the Lind warrant increased by 20%.
  • Placement agent fees: WallachBeth Capital, LLC received a cash fee of $237,125 (7% of gross proceeds) plus $65,000 in reimbursed accountable expenses.
  • Variable rate restriction: Under the securities purchase agreement, the company agreed not to effect or enter into any Variable Rate Transaction for six months following the October 30, 2026 closing date, with specified exceptions.

ABVC BioPharma's October 2026 Convertible Note Placement and Lind Settlement Details

According to the filing, ABVC BioPharma, Inc. (NASDAQ:ABVC) entered into a securities purchase agreement on October 30, 2026, with certain accredited investors for the private placement of senior convertible promissory notes. The notes carry an aggregate principal amount of $4,106,060, sold for an aggregate purchase price of $3,387,500, reflecting a 17.5% original issue discount. The company disclosed that it intends to use net proceeds for working capital, funding of its subsidiaries, and to make the $625,000 settlement payment to Lind Global Fund II, L.P.

The filing states that holders may convert the notes into common stock after the eight-month anniversary of issuance, with each conversion before the original maturity date requiring the company's prior written consent. The conversion price is set at 85% of the average of the three VWAPs for the three trading days prior to the applicable conversion date, subject to a floor price of $0.2. Beneficial ownership limitations of 4.99% (or 9.99% at the holder's election) apply. The company may prepay the notes at any time at 102.5% of outstanding principal. Upon consummation of any Financing Transaction, as defined in the notes, the company must prepay an amount equal to the lesser of 20% of net proceeds or the outstanding principal amount.

Regarding the Lind matter, the filing discloses that Lind initiated a civil action against ABVC on February 13, 2026, in the Supreme Court of New York, New York County, captioned Lind Global Fund II L.P. v. ABVC Biopharma, Inc., Index No. 655319/2026. Under the October 26, 2026 settlement agreement, upon the company's payment of $625,000, all outstanding Lind notes will be deemed paid in full and cancelled, all related liens and security interests will terminate, and Lind agreed to file a stipulation of discontinuance with prejudice. The Lind warrant, originally covering 398,000 shares at $1.00, will increase by 20%, and the company agreed to register those additional shares within 90 days of the settlement agreement date.

What Was Disclosed

ABVC BioPharma disclosed a $3,387,500 private placement of convertible notes maturing June 30, 2027, a settlement resolving Lind Global Fund II's 2026 lawsuit for $625,000, and related covenants including a six-month restriction on variable rate transactions.