ABVC BioPharma Closes $3.39M OID Note Offering, 17.5% Discount

ABVC BioPharma, Inc. (NASDAQ: ABVC) announced on November 2, 2026 the closing of a private placement of original issue discount senior convertible promissory notes, raising gross proceeds of roughly $3.39 million before placement agent fees and offering expenses. The notes carry an aggregate principal amount of $4,106,060 and a stated original issue discount of 17.5%. The company said the offering was made under a securities purchase agreement with institutional and other accredited investors, and that net proceeds will fund working capital, subsidiaries, and a $625,000 settlement payment to Lind Global Fund II LP.

Context — why a discounted convertible note matters for a clinical-stage issuer

The structure of the deal is the headline detail for ABVC shareholders. The company issued notes with a face value of $4,106,060 while collecting approximately $3.39 million in gross proceeds, a gap that reflects the 17.5% original issue discount. That spread is the cost of capital the company accepted to close the financing.

The notes mature on June 30, 2027, giving ABVC a little under eight months of runway from the November 2 closing before principal comes due. Conversion is not available until eight months after issuance, which means the earliest date at which noteholders can begin converting into common stock falls in early July 2027 — after the maturity date. The company did not disclose a specific calendar conversion start date beyond the eight-month reference.

ABVC framed the raise as support for its broader strategy of advancing pharmaceutical and medical-device programs through licensing, subsidiary development, and independent financing. The company operates dedicated platforms including AiBtl BioPharma Inc. for central nervous system programs, OncoX BioPharma for oncology, ForSeeCon Eye for ophthalmic device work, and BioKey (Cayman), Inc. for contract development and manufacturing.

A portion of the net proceeds is earmarked for a $625,000 settlement payment to Lind Global Fund II LP under a definitive release and settlement agreement. ABVC said the payment is expected to satisfy specified outstanding claims and support its ability to pursue broader financing and business development initiatives. The company did not disclose the underlying claims or the full terms of the settlement agreement.

The financing lands against a backdrop where small-cap clinical-stage biopharma issuers have faced tighter access to traditional equity markets. The company did not provide a comparison to prior financings in the announcement.

Data — what the note terms show

The core figures from the announcement:

Term	Detail
Gross proceeds	~$3.39 million
Aggregate principal	$4,106,060
Original issue discount	17.5%
Maturity date	June 30, 2027
Conversion trigger	8 months after issuance
Conversion price	85% of 3-day VWAP average
Settlement payment	$625,000 to Lind Global Fund II LP
Placement agent	WallachBeth Capital, Inc.

Before the offering, ABVC's balance sheet carried the Lind Global claims as an overhang. After the closing, the company expects the $625,000 payment to clear those specified claims. That is a before-and-after shift in the company's liability profile, though the announcement does not quantify total remaining obligations.

The conversion price mechanism is 85% of the average of the three volume-weighted average prices for the three trading days immediately prior to conversion, subject to a floor price and adjustment provisions. A 15% discount to the prevailing VWAP means the number of shares issuable rises as the stock price falls, a standard feature of variable-rate convertible structures. The company did not disclose the floor price.

The notes and underlying shares are not registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption. ABVC said additional details will appear in a Current Report on Form 8-K filed with the SEC.

Legal counsel for the company was Hunter Taubman Fischer & Li LLC. Sichenzia Ross Ference Carmel LLP acted as counsel to the placement agent.

Analysis — dilution mechanics and what the structure signals

The 17.5% OID combined with an 85% VWAP conversion price means noteholders are positioned to receive shares at a discount to market, with the discount widening in dollar terms as the share price declines. For existing ABVC holders, the practical exposure is future share count expansion, the magnitude of which depends on where ABVC trades during the conversion window.

The eight-month conversion lock is unusual for this type of instrument and pushes the earliest conversion date past the June 30, 2027 maturity. In practice, that means the notes function more like a short-dated bridge than a typical equity-linked convertible during most of their life. Investors holding the notes are effectively taking credit exposure to ABVC for the bulk of the term.

A counter-argument: the OID and discount structure is expensive capital, but for a clinical-stage issuer without revenue, the alternative may be a larger equity raise at a lower price or no financing at all. The Lind settlement also removes a specific legal overhang, which the company said supports its ability to pursue other financing and business development. That is a real, if unquantified, benefit.

On positioning, the flow here is institutional and accredited investors taking paper at a 17.5% discount to par, with WallachBeth Capital placing the deal. The placement agent's fee was not disclosed. Retail holders are on the other side of the eventual conversion, absorbing dilution when the lock expires.

ABVC's platform structure — separate entities for CNS, oncology, ophthalmology, and CDMO work — means future financings could be done at the subsidiary level rather than at the parent. The company said it continues to evaluate strategic financing and capital-market opportunities for its affiliated businesses.

Outlook — what to watch next

The Form 8-K filing is the next concrete disclosure point. ABVC said additional details on the notes and transaction will appear in that filing, including the definitive transaction documents as exhibits. Investors should look there for the floor price, default provisions, and any registration rights.

The June 30, 2027 maturity is the hard date on the calendar. Between now and then, the company's ability to refinance or repay the $4,106,060 in principal without a further raise is the central question. The company did not disclose a repayment plan.

Watch for any announcements tied to the subsidiary platforms — AiBtl, OncoX, ForSeeCon Eye, or BioKey. ABVC said it is evaluating financing and capital-market opportunities for those businesses, and any subsidiary-level deal would change the parent's consolidated funding picture.

There is no disclosed stock price level, moving average, or support line in the announcement, so no technical trigger can be cited from the report.

Frequently Asked Questions

What does an original issue discount mean for ABVC shareholders?

An original issue discount means the company borrowed less cash than the face value it must eventually repay. ABVC received roughly $3.39 million in gross proceeds against $4,106,060 in aggregate principal, a 17.5% discount. For shareholders, that gap is an effective financing cost on top of the conversion discount, and it raises the total economic cost of the capital relative to the cash the company actually received.

When can the ABVC notes convert into common stock?

Conversion is permitted following the eight-month anniversary of the issuance date, which was November 2, 2026. That places the earliest conversion date in early July 2027. The conversion price equals 85% of the average of the three VWAPs for the three trading days immediately prior to conversion, subject to a floor price and adjustment provisions that the company did not disclose.