Item 1.01 Entry into a Material Definitive Agreement
ABVC BioPharma, Inc. (the "Company") entered into a Collaborative Agreement with
BioLite, Inc., a company incorporated under the laws of Taiwan, and a subsidiary
of the Company, ("BioLite") on December 29, 2015, and then entered into two
addendums to such agreement (as amended and revised, (the "Agreement"). The
majority shareholder of BioLite is one of the Company's subsidiaries, Mr. Jiang,
the Company's Chairman is a director of BioLite and Dr. Jiang, the Company's
Chief Strategy Officer and a director, is the Chairman of BioLite.
Pursuant to the Agreement, the Company acquired the sole licensing rights to
develop and commercialize for therapeutic purposes six compounds from BioLite.
In accordance with the terms of the Agreement, the Company shall pay BioLite (i)
milestone payments of up to $100 million in cash and equity of the Company or
equity securities owned by it at various stages on a schedule dictated by
BioLite's achievements of certain milestones, as set forth in the Agreement (the
"Milestone Payments") and (ii) a royalty payment equal to 5% of net sales of the
drug products when ABV-1501 is approved for sale in the licensed territories. If
BioLite fails to reach any of the milestones in a timely manner, it may not
receive the rest of the payments from the Company. According to the Agreement,
after Phase II clinical trials are completed, 15% of the Milestone Payment
becomes due and shall be paid in two stages: (i) 5% no later than December 31,
2021 (the "December 2021 Payment") and (ii) 10% no later than December 31, 2022.
On February 12, 2022, the Company's Board of Directors determined that the
December 2021 Payment, which is equal to $5,000,000, shall be paid via the
cancellation of certain outstanding debt, in the amount of $5,000,000, that
BioLite owes the Company as of December 31, 2021. On February 22, 2022, the
parties entered into an amendment to the Agreement allowing the Company to make
all payments due under the Agreement via the forgiveness of debt, in equal
value, owed by BioLite to the Company.
This was a related party transaction and was conducted at arm's length. In
addition to the Company's board of directors approving the modification of terms
of the Agreement, the Company's audit committee approved them too . The Board
believes it is in the Company's best interest to cancel outstanding debt and
apply it to the December 2021 Payment.
Following such approval, the Company and BioLite entered into an amendment to
the Agreement reflecting the modified payment method (the "Amendment").
A copy of the Agreement and Amendment is attached hereto as Exhibit 10.1 and
Exhibit 10.2, respectively and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description of Exhibits
10.1 Collaboration Agreement (1)
10.2 Addendum to Collaboration Agreement (2)
10.3 Addendum to Collaboration Agreement (Filed Herewith)
10.4 Amendment to the Collaboration Agreement (Filed Herewith)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
(1) Incorporated by reference to Exhibit 10.2 the Company's Current Report on
Form 8-K, filed on February 16, 2016.
(2) Incorporated by reference to Exhibit 99.1 to the Company's Current Report on
Form 8-K, filed on February 22, 2017.
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