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American Brivision (ABVC) SEC Filing 8-K Material Event for the period ending Wednesday, January 31, 2018

American Brivision

CIK: 1173313 Ticker: ABVC

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 5, 2018 (January 31, 2018)

 

AMERICAN BRIVISION (HOLDING) CORPORATION

 

(Exact name of registrant as specified in its charter)

 

Nevada   333-91436   26-0014658
(State or other jurisdiction
of incorporation)
  (Commission File Number)  

(IRS Employer

Identification No.)

 

11 Sawyers Peak Drive, Goshen, NY, 10924

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (845) 291-1291

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

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 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On January 31, 2018, American BriVision (Holding) Corporation (the “Company”) entered into an agreement and plan of merger (the “Merger Agreement”) with BioLite Holding, Inc. (“BioLite”), a Nevada corporation, BioKey, Inc. (“BioKey”), a California corporation, BioLite Acquisition Corp. (“Merger Sub 1”), a Nevada corporation and wholly-owned subsidiary of the Company, and BioKey Acquisition Corp. (“Merger Sub 2”), a California corporation and wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, on or before the Closing of the Merger, each issued and outstanding share of BioLite shall be converted into the right to receive one point eighty-two (1.82) validly issued, fully-paid and non-assessable shares of the Company and all shares of BioLite shall be cancelled and cease to exist. Also on or before the Closing of the Merger, each issued and outstanding share of BioKey shall be converted into the right to receive one (1) validly issued, fully-paid and non-assessable share of the Company and all shares of BioKey shall be cancelled and cease to exist. Simultaneously upon Closing, BioLite and Merger Sub 1 shall merge together with Merger Sub 1’s articles of incorporation and bylaws as the surviving corporation’s (the “BioLite Surviving Corporation”) articles of incorporation and bylaws and all shares of Merger Sub 1 shall be converted into one share of common stock of the BioLite Surviving Corporation, which shall remain a wholly-owned subsidiary of the Company. In addition, upon Closing, BioKey and Merger Sub 2 shall merge together with Merger Sub 2’s articles of incorporation and bylaws as the surviving corporation’s (the “BioKey Surviving Corporation’s”) articles of incorporation and bylaws and all shares of Merger Sub 2 shall be converted into one share of common stock of the BioKey Surviving Corporation, which shall remain a wholly-owned subsidiary of the Company. BioLite is a biopharmaceutical company focusing on Phase I and Phase II clinical trials of new drugs in the areas of oncology, central nervous system and immune system. BioKey is a California-based pharmaceutical company with FDA-approved therapeutic products and a GMP facility. BioLite and the Company are related parties because the two companies are under common control. The Company, BioLite and BioKey believe this three-party merger (the “Merger”) is synergetic and will result in growth opportunities for the Company.

 

In accordance with the Merger Agreement, all parties to the Merger have agreed to customary representations and warranties about their respective business and financial conditions and certain traditional covenants regarding the material changes during the period from the execution of the Merger Agreement to the Closing. The Merger Agreement has set a deadline for the Closing on or before July 31, 2018, which may be extended by a written consent of all the parties hereof. As set forth in the Merger Agreement, the Closing of the Merger is subject to the satisfaction or waiver of certain conditions, including, among others, the approval of the Merger by BioLite shareholders and BioKey shareholders, respectively, declaration of effectiveness by the Securities and Exchange Commission of the registration statement on Form S-4 which shall register the Company’s shares of common stock to be issued to the BioLite and BioKey shareholders pursuant to the Merger Agreement, and each party’s approval of the other parties’ Schedules of Exceptions as updated immediately before the Closing of the Merger.

 

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof. The Merger Agreement, together with its Exhibits, is filed herein as Exhibit 10.1 of this current report on Form 8-k and is incorporated herein by reference

 

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   The Merger Agreement dated January 31, 2018

 

 1 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  AMERICAN BRIVISION (HOLDING) CORPORATION
     
 Date: February 5, 2018 By: /s/ Howard Doong
  Name: Howard Doong
  Title: Chief Executive Officer

 

 

2

 

 

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American Brivision's Definitive Proxy Statement (Form DEF 14A) filed after their 2018 10-K Annual Report includes:

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American Brivision provided additional information to their SEC Filing as exhibits

Ticker: ABVC
CIK: 1173313
Form Type: 8-K Corporate News
Accession Number: 0001213900-18-001268
Submitted to the SEC: Mon Feb 05 2018 6:17:23 AM EST
Accepted by the SEC: Mon Feb 05 2018
Period: Wednesday, January 31, 2018
Industry: Pharmaceutical Preparations
Events:
  1. Financial Exhibit
  2. New Agreement

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