Item 1.01 Entry into a Material Definitive Agreement

On November 5, 2020, American BriVision Corporation (the "Company") filed the initial Current Report on form 8-K to disclose that the Company entered into a Securities Purchase Agreement (the "SPA") with one accredited investor (the "Investor") on October 23, 2020. Pursuant to the Securities Purchase Agreement, the Company sold and issued a convertible promissory note (the "Note") in principal amount of $2,500,000 to the Investor and received the payment from such Investor on October 31, 2020.

The maturity date of the Note is the twenty-four (24) month anniversary from the Issuance Date (the "Maturity Date"). The Note bears an interest rate of ten percent (10%) per annum and was initially only convertible into shares of the Company's common stock at a fixed conversion price of $2.25 per share at the holder's option.

On June 3, 2021, the parties to the SPA signed Amendment No. 1 to Promissory Note (the "Amendment"). Pursuant to the Amendment, the Note shall now also automatically convert into shares of the Company's common stock immediately following the Company's receipt of conditional approval to list its common stock on the NASDAQ stock market, if and when we receive such approval, which cannot be guaranteed, at a conversion price equal to the then current conversion price.

The foregoing description of the SPA, Note and Amendment is qualified by reference to the full text of the forms of SPA, Note and Amendment, which are filed as Exhibits 10.1, 10.2 and 10.3 hereto respectively, and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosures set forth in Item 1.01 of this Current Report are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.





  (d) Exhibits

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.





Exhibit No.   Description
10.1            Form of Securities Purchase Agreement (Incorporated by reference to
              Exhibit 10.1 to the Current Report on Form 8-K filed on November 5,
              2020.)
10.2            Form of Convertible Promissory Note (Incorporated by reference to
              Exhibit 10.2 to the Current Report on Form 8-K filed on November 5,
              2020.)
10.3            Amendment No. 1 to Promissory Note




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