ABVC BIOPHARMA INC

As filed with the Securities and Exchange Commission on January 12, 2024

Registration No. 333-[●]

Registration No. 333-271416

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ABVC BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

44370 Old Warm Springs Blvd.,

Fremont, CA 94538

(510) 668-0881

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Dr. Uttam Patil

Chief Executive Officer

44370 Old Warm Springs Blvd.,

Fremont, CA 94538

(510) 668-0881- telephone

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Louis Taubman, Esq. Joan Wu, Esq.

Hunter Taubman Fischer & Li LLC

950 Third Avenue, 19th Floor

New York, New York ‌10022

(917) 512-0827- telephone

Louis Taubman, Esq.

**Approximate date of commencement of proposed sale of the securities to the public:**As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. Neither we nor the Selling Stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED January 12, 2024

PRELIMINARY PROSPECTUS

10,403,969 shares of Common Stock

This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus under the caption “Selling Stockholders,” of up to 10,403,969 shares of Common Stock of ABVC BioPharma, Inc., a Nevada corporation (the “Company”), $0.001 par value (the “Common Stock”). These shares include: (i) 3,527,778 shares of 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 Global Fund II, LP (the “Lind Transaction”); (ii) 5,291,667 shares of Common Stock underlying a common stock purchase warrant pursuant to the Lind Transaction; (iii) 211,667 shares of Common Stock underlying a placement agent common stock purchase warrant pursuant to the Lind Transaction (the “PA Warrant”); (iv) 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 Global Fund II, LP (the “2 nd Lind Transaction”); (v)1,000,000 shares of Common Stock underlying a common stock purchase warrant pursuant to the 2 nd Lind Transaction and (vi) 30,000 shares of Common Stock underlying a placement agent common stock purchase warrant pursuant to the 2 nd Lind Transaction.

For the details about the selling stockholder, please see “Selling Stockholders.” The selling stockholder may sell these shares from time to time in the principal market on which our Common Stock is traded at the prevailing market price, in negotiated transactions, or through any other means described in the section titled “Plan of Distribution.” The selling stockholder may be deemed an underwriter within the meaning of the Securities Act of 1933, as amended, of the shares of Common Stock that they are offering. We will pay the expenses of registering these shares. We will not receive proceeds from the sale of our shares by the selling stockholder that are covered by this prospectus.

The shares are being registered to permit the selling stockholder, or its respective pledgees, donees, transferees or other successors-in-interest, to sell the shares from time to time in the public market. We do not know when or in what amount the selling stockholder may offer the securities for sale. The selling stockholder may sell some, all or none of the securities offered by this prospectus.

Our common stock is quoted on the Nasdaq Capital Markets under the symbol ABVC. On January 9, 2023, the closing price of our common stock was $1.5 per share. Prior to August 3, 2021, our common stock was quoted on the OTC under the symbol ABVC.

The Selling Stockholders may sell their shares of Common Stock described in this prospectus in a number of different ways, at prevailing market prices or privately negotiated prices and there is no termination date of the Selling Stockholders’ offering.

You should read this prospectus, together with additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information”, carefully before you invest in any of our securities.

Investing in our securities involves a high degree of risk. See “Risk Factors” starting on page 8 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is January 12, 2024

EXPLANATORY NOTE

Registration Statement on Form S-1 (File No. 333-[●])

This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus under the caption “Selling Stockholders,” of up to 372,857 shares of Common Stock of the Company, which are issuable upon conversion of a secured, convertible note pursuant to that certain securities purchase agreement dated as of November 17, 2023 (the “2 nd Lind Transaction”) between the Company and Lind Global Fund II, LP (“Lind”) in the principal amount of $1,200,000 (the “2 nd Lind Note”), at a conversion price, which shall be the lesser of (i) $3.50 (the “Fixed Price”), (ii) 90% of the three lowest VWAPs (as defined in the 2 nd Lind Note) during the 20 trading days prior to conversion, and up to 1,000,000 shares of Common Stock underlying a common stock purchase warrant (the “2 nd Lind Warrant”) at an initial exercise price of $2 per share and (iii) 30,000 shares of Common Stock underlying a placement agent common stock purchase warrant pursuant to the 2 nd Lind Transaction.

Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (File No.333-271416)

On April 24, 2023, we filed a registration statement with the SEC, on Form S-1 (File No. 333-271416) (the “Prior Registration Statement”), to initially register for resale 9,031,112 shares of our common stock, which includes: (i) 3,527,778 shares of common stock underlying secured convertible note (the “Lind Note”) pursuant to that certain securities purchase agreement dated as of February 23, 2023, (ii) 5,291,667 shares of common stock underlying a warrant dated February 23, 2023 (the “Lind Warrant”) and (iii) 211,667 shares of common stock underlying a placement agent warrant dated February 23, 2023.

The Prior Registration Statement was declared effective by the SEC on June 8, 2023. Pursuant to Rule 429 this registration statement shall constitute Post-Effective Amendment No. 1 to the Prior Registration Statement with respect to the offering of any unsold shares thereunder and is being filed to update certain other information in the Prior Registration Statement. No additional securities are being registered under this Post-Effective Amendment No. 1. All applicable registration fees for the Prior Registration Statement were paid at the time of the original filing of the Prior Registration Statement. Accordingly, upon effectiveness, this Registration Statement shall act as a post-effective amendment to the Prior Registration Statement.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or in any free writing prospectus that we may specifically authorize to be delivered or made available to you. We and our Underwriter have not authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus may only be used where it is legal to offer and sell our securities. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of these securities in any jurisdiction where the offer is not permitted.

Unless the context otherwise requires, the terms “ABVC,” “we,” “us” and “our” in this prospectus refer to ABVC BIOPHARMA, INC., and “this offering” refers to the offering contemplated in this prospectus.

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