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ABVC BIOPHARMA, INC.

For the period ended Jun 3, 2025. Filed May 16, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 3, 2025 · Filed May 16, 2025

ABVC$0.97-0.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒
Filed by a party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

ABVC BIOPHARMA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

**ABVC BIOPHARMA, INC.

44370 Old Warm Springs Blvd., Fremont, CA 94538

NOTICE OF 2025 Annual MEETING OF SHAREHOLDERS

To the Shareholders of ABVC BioPharma, Inc.:

You are cordially invited to attend the 2025 annual shareholder meeting of ABVC BioPharma, Inc. (the “Company” or “ABVC”) to be held on June 3, 2025 at 10:00 a.m. EST, as a virtual electronic meeting using a Zoom video webinar (the “Meeting”). The Meeting will be held virtually via the Internet only with no physical in-person meeting excluding the Board of Directors (the “Board”). Technology will be incorporated into the 2025 Meeting to increase efficiency and provide for stockholder participation. In addition to on-line attendance, stockholders can hear all portions of the 2025 Meeting, submit written questions during the 2025 Meeting and listen to live responses to stockholder questions.

To attend the virtual Meeting, go to the Zoom link below:

After you register with your name and email address, so that we can log attendees, you will be taken into the waiting room until the meeting begins.

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the***“Board”) of ABVC BioPharma, Inc. (the“Company”*** ) for use at the Meeting and at all adjournments and postponements thereof. The Meeting will be held on June 3, 2025, at 10:00 a.m. EST, to consider and vote upon the following proposals:

1.To re-elect Eugene Jiang, Dr. T.S. Jiang, Dr. Tsang Ming Jiang, Norimi Sakamoto, Yen-Hsin Chou, Dr. Chang-Jen Jiang, Hsin-Hui Miao, Yoshinobu Odaira, Che-Wei Hsu, Shuling Jiang and Yu-Min Chung (the “Current Director Nominees” ) to serve on the Company’s Board of Directors (the “Board”) until the next annual shareholders meeting and until their successors are duly elected and qualified;
2To ratify the selection of Simon & Edward, LLP (“S&E”) as our independent auditor to audit the financial statements for the fiscal year ending on December 31, 2025;
3.A proposal to authorize, for purposes of complying with Nasdaq Listing Rule 5635(b) and Nasdaq Listing Rule 5635(d), the entry into an agreement to purchase land owned by one of our directors, Shuling Jiang (“Shuling”) and to purchase such land via the issuance of shares of our common stock and warrants to purchase shares of common stock, which constitutes a related party transaction and which may result in the issuance of an amount of shares of common stock equal to or in excess of 20% of our common stock outstanding and which Nasdaq may deem a “change of control” transaction (the “Land Proposal”).
4.A proposal to approve an increase in the company’s Amended and Restated 2016 Equity Incentive Plan (the “Plan”) up to a maximum of 15% of the number of issued and outstanding shares on the date of the Meeting and permit the automatic increase of such shares available under the Plan, on January 1 of each year, by that number of shares equal to 5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, commencing on January 1, 2026 and ending with the year that the additional number of shares equals 15% of the number of shares of common stock issued and outstanding as of December 31 of the previous year (the “Plan Proposal”).
5.To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL OF THE NOMINEES LISTED ABOVE AND “FOR” EACH OF THE OTHER PROPOSALS.

Holders of record of the Company’s Common Stock at the close of business on April 28, 2025 (the***“Record Date”***) will be entitled to notice of, and to vote at, this Meeting and any adjournment or postponement thereof. Each share of Common Stock entitles the holder thereof to one vote.

Your vote is important, regardless of the number of shares you own. Due to the virtual nature of the Meeting, you are urged to vote in favor of each of the proposals by so indicating on the enclosed Proxy and by signing and returning the enclosed Proxy as promptly as possible, before 11:59 p.m. EST on June 2, 2025, whether or not you plan to attend the Meeting virtually.**The enclosed Proxy is solicited by the Company’s Board of Directors.**Any shareholder giving a Proxy may revoke it prior to the time it is voted by notifying the Secretary, in writing, to that effect, by filing with him/her a later dated Proxy. You will not be able to vote at the Meeting; therefore, it is strongly recommended that you complete the enclosed proxy card before 11:59 p.m. EST on June 2, 2025, to ensure that your shares will be represented at this Meeting.

A complete list of Shareholders of record entitled to vote at this Meeting will be available for ten days before this Meeting at the principal executive office of the Company for inspection by Shareholders during ordinary business hours for any purpose germane to this Meeting.

**Whether or not you plan to attend the annual meeting, we urge you to read this notice carefully and to vote your shares. Your vote is very important.**If you are a registered shareholder, please vote your shares as soon as possible by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the annual meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals to be considered at the annual meeting.

I want to thank all of our shareholders as we look forward to what we believe will be an exciting future for our business.

We strongly encourage you to vote by proxy as described in the Proxy Statement so that your vote can be counted.

This notice and the enclosed proxy statement are first being mailed to Shareholders on or about May 16, 2025.

You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.

By Order of the Board,

/s/ Uttam Patil

Uttam Patil

Chief Executive Officer

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” ALL OF THE NOMINEES LISTED ABOVE AND “FOR” EACH OF THE OTHER PROPOSALS.

**Important Notice Regarding the Availability of Proxy Materials

for the Annual Shareholder Meeting to Be Held at 10:00 a.m. EST on

June 3, 2025

The Notice of Annual Meeting, proxy statement, Annual Report on Form 10-K for year ended December 31, 2024 (the “2024 Annual Report”) and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “March 2025 10Q,” together with the 2024 Annual Report, the “Periodic Reports”) are available atwww.proxyvote.com.

TABLE OF CONTENTS

Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS1
THE ANNUAL MEETING5
General5
Date, Time and Place of the Meeting5
Purpose of the Meeting5
Record Date and Voting Power5
Quorum and Required Vote6
Revocability of Proxies6
Proxy Solicitation Costs6
No Right of Appraisal6
Who Can Answer Your Questions About Voting Your Shares6
Principal Offices6
PROPOSAL NO. 1 — RE-ELECTION OF DIRECTORS7
Board Qualifications and Director Nominees7
Information Regarding the Company’s Directors and Nominees7
Vote Required9
Recommendation of the Board9
Corporate Governance10
Security Ownership of Certain Beneficial Owners and Management14
Certain Relationships and Related Party Transactions15
PROPOSAL NO. 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM18
Principal Accountant Fees and Services18
Policies and Procedures Relating to Approval of Services by our Independent Registered Public Accountants19
Vote Required19
Recommendation of the Board19
PROPOSAL NO. 3 — APPROVAL OF ISSUANCE OF COMMON STOCK20
Purpose20
Vote Required21
Recommendation of the Board21
PROPOSAL NO. 4 — APPROVAL OF AMENDMENT TO EQUITY INCENTIVE PLAN22
Purpose22
Proposed Amendment23
Vote Required23
Recommendation of the Board23
OTHER INFORMATION24
Deadline for Submission of Shareholder Proposals for Meeting of Shareholders25
Proxy Solicitation25
Periodic Reports25
Delivery of Proxy Materials to Households26
Where You Can Find Additional Information26
ANNEX
ANNEX A Form of Proxy Card to be Mailed to Stockholders of ABVC BioPharma, Inc.A-1

i

**ABVC BioPharma, Inc.

PROXY STATEMENT

**2025 ANNUAL MEETING OF SHAREHOLDERS

to be held on June 3, 2025, at 10:00 a.m. Eastern Standard Time

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.