Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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ABVC BIOPHARMA, INC. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
00091F304 (CUSIP Number) |
Eugene Jiang Chairman & Chief Business Officer, 44370 Old Warm Springs Blvd. Fremont, CA, 94538 (510) 668-0881 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/13/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 00091F304 |
| 1 |
Name of reporting person
Eugene Jiang | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
131,159.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
17.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The Reporting Person holds 131,159 shares directly; his remaining voting power is a result of certain voting agreements that provide him with sole voting power over an aggregate of 1,987,557 shares held by others, as more fully described herein and sole voting power over 829,699 shares held by YuanGene Corporation.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
ABVC BIOPHARMA, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
44370 Old Warm Springs Blvd., Fremont,
CALIFORNIA
, 94538. |
| Item 2. | Identity and Background |
| (a) | Eugene Jiang |
| (b) | 44370 Old Warm Springs Blvd., Fremont, CA 94538 |
| (c) | Chairman of the Board of Directors and Chief Business Officer of the Issuer |
| (d) | N/A |
| (e) | N/A |
| (f) | United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Person has acquired the subject securities in various ways since his original acquisition including but not limited to original issuances from the Issuer and equity compensation under the Issuers Equity Incentive Plan that the Reporting Person received as compensation for employment and Board membership. The Reporting Person also has voting rights to securities that the Reporting Person did not pay for. The Reporting Person holds 131,159 shares directly. He was also appointed as the person with sole voting power over the shares held by YuanGene Corporation, who owns 829,699 shares of the Issuer's Common Stock. As part of the investments made into the Company between April 30, 2025 and May 27, 2025, which resulted in the issuance of an aggregate of 1,987,557shares (the "Spring Shares"), the investors entered into a Voting Rights Proxy Agreement, pursuant to which he/she agreed to transfer all of his/her voting rights over his/her share of the Spring Shares to the Reporting Person for the maximum time permitted by law. | |
| Item 4. | Purpose of Transaction |
Certain of the Issuer's shareholders sought to grant the Reporting Person voting rights with respect to such shareholder's shares. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person has voting control over 2,948,415 shares of Common Stock of the Issuer, which represents 17.4% of the outstanding and issued Common Stock, based on 16,981,593 shares of the Issuer's Common Stock issued and outstanding as of May 22, 2025. |
| (b) | Please refer to rows 7-12 on the cover page. |
| (c) | Between April 30, 2025 and May 27, 2025, the Issuer sold an aggregate of 1,997,557 shares (the "Shares") of its Common Stock to Non-U.S. Persons (as defined in Regulation S under the Securities Act) (the "Investors"), pursuant to Regulation S thereunder ("Regulation S"). The Company received aggregate gross proceeds of $1,289,750. Each of the Investors entered into a Voting Rights Proxy Agreement, pursuant to which he/she agreed to transfer all of his/her voting rights to the Reporting Person for the maximum time permitted by law. |
| (d) | The Investors have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Other than as described in this Schedule, to the knowledge of the Reporting Person, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Person and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | |
| Item 7. | Material to be Filed as Exhibits. |
(1) Form of Voting Rights Proxy Agreement (incorporated by reference to the Current Report on Form 8-K filed on April 30, 2025). |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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