ABVC BioPharma Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 2.02 Results of Operations and Financial Condition.
On April 15, 2025, ABVC BioPharma, Inc. (the “Company”) issued a press release announcing its financial results for fiscal year ended December 31, 2024, which were disclosed in the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on April 15, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information reported under this Item 2.02 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Neither this Current Report on Form 8-K, nor any exhibit attached hereto, is an offer to sell or the solicitation of an offer to buy the Securities described herein. Such disclosure does not constitute an offer to sell, or the solicitation of an offer to buy nor shall there be any sales of the Company’s securities in any state in which such an offer, solicitation or sale would be unlawful. The securities mentioned herein have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On April 10, 2025, the Board of Directors (the “Board”) of ABVC Biopharma, Inc. (the “Company”), after discussion with management and in consultation with the Company’s independent registered public accounting firm, concluded that the financial statements for the fiscal year ended December 31, 2023 (the “Restated Period”), as included in the Company’s Annual Report on Form 10-K for the respective periods (the “Prior Filing”), should no longer be relied upon due to errors in those financial statements.
The Company determined that it (i) incorrectly applied accounting guidance on the share-based payments, (ii) incorrectly recognized interest expenses upon the conversion of convertible debts, (iii) misidentified the existence of non-controlling interest of the subsidiary and (iv) incorrectly applied ASC 718 regarding the appropriate period in which to recognize share-based compensation expense related to services. As a result , construction in progress, carrying value of convertible notes payable, additional paid-in capital, stock-based compensation, non-interest expenses, and noncontrolling interest were materially misstated in the Prior Filing.
The Company intends to file an amendment to the Annual Report on Form 10-K for the respective periods and related disclosures as promptly as practicable. The Company has also considered the guidance in ASC 250-10-50, Accounting Changes and Error Corrections, and will include appropriate disclosures regarding the nature of the misstatements and the impact of the corrections.
The Company’s Audit Committee discussed the matters disclosed in this Item 4.02 with its independent registered public accounting firm, Simon & Edward, LLP.
Due to the above, the Company determined that it has a material weakness in its internal controls over financial reporting and included such determination in its Annual Report on Form 10-K for the year ended December 31, 2024.
Item 7.01 Regulation FD Disclosure.
Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 9.01 Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
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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. | ||
| April 15, 2025 | By: | /s/ Uttam Patil |
| Uttam Patil | ||
| Chief Executive Officer | ||
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