ABVC BIOPHARMA, INC.
For the period ended Oct 28, 2026. Filed Sep 29, 2026.
View on SEC.govAbout this filing
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.
Oct 28, 2026 · Filed Sep 29, 2026
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
DEF 14A 1 ea0306577-def14a_abvc.htm DEFINITIVE PROXY STATEMENT
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
| 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 |
(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 SPECIAL MEETING OF STOCKHOLDERS
To the Stockholders of ABVC BioPharma, Inc.:
You are cordially invited to attend a special stockholder meeting of ABVC BioPharma, Inc. (the “Company” or “ABVC”) to be held on October 28, 2026 at 10:00 a.m. Eastern Time, 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 Meeting to increase efficiency and provide for stockholder participation. In addition to on-line attendance, stockholders can hear all portions of the Meeting, submit written questions during the 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 (“Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board (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 October 28, 2026, at 10:00 a.m. Eastern Time, to consider and vote upon the following proposals:
| 1. | A proposal to approve the Company’s 2026 Equity Incentive Plan (the “Incentive Plan Proposal”). |
| 2. | A proposal to ratify certain equity awards granted since February 16, 2026 (the “Ratification Proposal”). |
| 3. | A proposal to authorize, for purposes of complying with Nasdaq Listing Rules 5635 (a), 5635(b) and 5635(d) (collectively, the “Rules”), the potential issuance of shares of our common stock, $0.001 par value per share (the “Common Stock”) or securities exchangeable for shares of Common Stock, as consideration for the acquisition of certain parcels of land located in Taoyuan and certain real property located in Hualien, Taiwan (collectively, the “Properties”); specifically, the right to issue up to 1,600,653 shares of Common Stock at a price not less than $1.00 per share (the “Securities Issuance Proposal”). |
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 1, 2 AND 3.
Holders of record of the Company’s Common Stock at the close of business on September 14, 2026 (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. Eastern Time on October 27, 2026, whether or not you plan to attend the Meeting virtually.**The enclosed Proxy is solicited by the Company’s Board.**Any stockholder 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. Eastern Time on October 27, 2026, to ensure that your shares will be represented at this Meeting.
A complete list of Stockholders 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 Stockholders during ordinary business hours for any purpose germane to this Meeting.
Whether or not you plan to attend the special meeting, we urge you to read this notice carefully and to vote your shares. Your vote is very important. If you are a registered stockholder, 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 special 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 being considered at the special meeting.
I want to thank all of our stockholders 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 Stockholders on or about September 28, 2026.
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
September 28, 2026
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” EACH OF THE PROPOSALS.
**Important Notice Regarding the Availability of Proxy Materials
for the Special Stockholder Meeting to Be Held at 10:00 a.m. Eastern Time on
October 28, 2026
The Notice of Special Meeting and proxy statement are available atwww.proxyvote.com.
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS | 1 |
| The Special Meeting | 5 |
| General | 5 |
| Date, Time and Place of the Meeting | 5 |
| Purpose of the Meeting | 6 |
| Record Date and Voting Power | 6 |
| Quorum and Required Vote | 6 |
| Revocability of Proxies | 7 |
| Proxy Solicitation Costs | 7 |
| No Right of Appraisal | 7 |
| Who Can Answer Your Questions About Voting Your Shares | 7 |
| Principal Offices | 7 |
| PROPOSAL NO. 1 - APPROVAL OF 2026 EQUITY INCENTIVE PLAN | 8 |
| Purpose | 8 |
| Overview | 8 |
| Vote Required | 8 |
| Recommendation of the Board | 8 |
| PROPOSAL NO. 2 - RATIFICATION OF CERTAIN EQUITY AWARDS GRANTED | 9 |
| Purpose | 9 |
| Background | 9 |
| Vote Required | 9 |
| Recommendation of the Board | 9 |
| PROPOSAL NO. 3 - APPROVAL OF ISSUANCE OF SECURITIES AS CONSIDERATION FOR PROPOSED LAND ACQUISITIONS | 10 |
| Purpose | 10 |
| Background | 10 |
| Vote Required | 13 |
| Recommendation of the Board | 13 |
| OTHER INFORMATION | 14 |
| Deadline for Submission of Stockholder Proposals for Meeting of Stockholders | |
| Proxy Solicitation | 15 |
| Periodic Reports | |
| Delivery of Proxy Materials to Households | 15 |
| Where You Can Find Additional Information | 15 |
| ANNEX | |
| ANNEX A Form of Proxy Card to be Mailed to Stockholders of ABVC BioPharma, Inc. | A-1 |
| ANNEX B 2026 Equity Incentive Plan | B-1 |
i
**ABVC BioPharma, Inc.
PROXY STATEMENT
2026 SPECIAL MEETING OF STOCKHOLDERS
to be held on October 28, 2026, at 10:00 a.m. Eastern Time
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.