Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported, over the past year, ABVC BioPharma, Inc. (the "Company") has entered into three securities purchase agreements with Lind Global Fund II, LP ("Lind"), pursuant to which the Company has issued to Lind: (i) 3,527,778 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") underlying a secured, convertible note pursuant to that certain securities purchase agreement dated as of February 23, 2023 between the Company and Lind (the "Lind Transaction"); (ii) 5,291,667 shares of Common Stock underlying a common stock purchase warrant pursuant to the Lind Transaction; (iii) 342,857 shares of Common Stock of the Company underlying a secured, convertible note pursuant to that certain securities purchase agreement dated as of November 17, 2023 between the Company and Lind (the "2^nd Lind Transaction"); (iv) 1,000,000 shares of Common Stock underlying a common stock purchase warrant pursuant to the 2^nd Lind Transaction; (v) 285,714 shares of Common Stock of the Company underlying a secured, convertible note pursuant to that certain securities purchase agreement dated as of January 17, 2024 between the Company and Lind (the "3^rd Lind Transaction," together with the Lind Transaction and 2^nd Lind Transaction, the "Initial Lind Transactions") and (vi) 1,000,000 shares of Common Stock underlying a common stock purchase warrant pursuant to the 3^rd Lind Transaction. On May 22, 2024, the Company and Lind entered into a letter agreement (the "May Letter Agreement"), pursuant to which Lind exercised, for cash, 1,000,000 of the Existing Warrants to purchase shares of Common Stock at a reduced exercise price of $0.75 per share. Lind also received a new warrant to purchase 1,000,000 shares Common Stock, exercisable at any time on or after the date of its issuance and until the five-year anniversary thereof, for $1.00 per share (the "May Warrant", with all of the warrants issued to Lind hereinafter referred to as the "Existing Warrants"). On November 4, 2024, the Company and Lind entered into another letter agreement (the "November Letter Agreement"), pursuant to which Lind agreed to exercise, for cash, 500,000 of the Existing Warrants to purchase shares of Common Stock, with a current exercise price of $0.75 per share, at a reduced exercise price of $0.42 per share.

On January 5, 2025, the Company and Lind entered into a third letter agreement (the "December Letter Agreement"), pursuant to which Lind agreed to exercise for cash, 1,029,167 of the Existing Warrants (the number of warrants so exercised is herein referred to as the "Outstanding Exercised Warrants") to purchase shares of Common Stock, with a current exercise price of $0.75 per share, at a reduced exercise price of $0.40 per share. Other than the Outstanding Exercised Warrants, the exercise price of the remaining warrants held by Lind remained unchanged. Pursuant to the December Letter Agreement, the Company also agreed not to sell or issue any additional shares of common stock for a period of 15 days following the closing, with some noted exceptions.

The December Letter Agreement also contains customary representation and warranties of the Company and Lind, indemnification obligations of the Company, termination provisions, and other obligations and rights of the parties.

The foregoing description of the transaction documents is qualified by reference to the full text of the forms of the documents, which are filed as Exhibits hereto and incorporated herein by reference.

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 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.