ABVC S-8 Final

Large accelerated filer

Accelerated filer

Non-accelerated filer

[ ] (Do not check if smaller reporting company)

Smaller reporting company

Not applicable.


Item 6.	Indemnification of Directors and Officers

Nevada Revised Statutes Section (“NRS”) 78.138 Subsection 7 provides that, subject to certain very limited statutory exceptions, a director or officer is not personally liable to the corporation or its stockholders for any damages as a result of any act or failure to act in his or her capacity as a director or officer, unless it is proven that the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and such breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

Our Articles of Incorporation, as amended, provide that we will indemnify any person against expenses including without limitation, attorney’s fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by reason of the fact that he or she is or was a director or officer, or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, in call circumstances in which, and to the extent that, such indemnification is permitted and provided for by the laws of the State of Nevada then in effect (the “Indemnification Provision”).

Nevada law provides a statutory framework covering indemnification of our directors and officers against liabilities and expenses arising out of legal proceedings brought against them by reason of their status or service as directors or officers. NRS 78.7502 provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person:

(a)

Is not liable pursuant to NRS 78.138; or

(b)

Acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2 of NRS Section 78.7502, or in defense of any claim, issue or matter therein, the corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

The board of directors may cause the Company to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the Company as a director or officer of another corporation, or as its representative in a partnership, joint venture. trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Company would have the power to indemnify such person.

The board of directors may from time to time adopt further Bylaws with respect to indemnification and amend the Bylaws to provide at all times the fullest indemnification permitted by the general corporation law of Nevada, as amended.

The foregoing summaries are necessarily subject to the complete text of the statute, the Articles, the By-Laws and the agreements referred to above and are qualified in their entirety by reference thereto.


Item 7.	Exemption from Registration Claimed

Not applicable.


Item 8.	Exhibits

See the attached Exhibit Index at page 7, which is incorporated herein by reference.


Item 9.	Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Taipei, Taiwan, on February 17, 2016.



American BriVision (Holding) Corporation

By:		/s/ Eugene Jiang
		Eugene Jiang
		Chief Executive Officer, Chief Financial Officer and Chairman

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.



Signature	Title	Date

__/s/ Eugene Jiang_____________	Eugene Jiang Chief Executive Officer and Chairman, Director, Secretary, Treasurer (Principal Executive Officer)	February 17, 2016

__/s/ Kira Huang_____________	Kira Huang Chief Financial Officer, Principal Accounting Officer	February 17, 2016

EXHIBIT INDEX



Exhibit Number		Description of Exhibit

4.1		American BriVision (Holding) Corporation 2016 Equity Incentive Plan. *

5.1		Opinion of Hunter Taubman Fischer LLC (opinion re legality).

23.1		Consent of AWC (CPA) Limited (consent of independent registered public accounting firm).

23.2		Consent of Scrudato & Co., PA (consent of independent registered public accounting firm).

23.3		Consent of Counsel (included in Exhibit 5).



Nevada		26-0014658
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)




Title of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount Of Registration Fee
Common Stock, $0.001 per share par value, newly reserved under the 2016 Equity Incentive Plan (1)	9,963,376	$0.00048 (2)	$4,782.42	$0.48
TOTALS		$ 0.00048 (2)	$4,782.42	$0.48


	(b) (c )	The Company’s Current Report on Form 8-K, filed with the Commission on December 18, 2015 (Commission File No333-91436 151297586); The Company’s Current Report on Form 8-K, filed with the Commission on January 8, 2016 (Commission File No. 333-91436 161333626);
	(d)	The Company’s Current Report on Form 8-K, filed with the Commission on January 29, 2016 (Commission File No. 333-91436 161372530);
	(e)	The Company’s Current Report on Form 8-K, filed with the Commission on February 16, 2016 (Commission File No.333-91436 161421187).


⁽²⁾	Pursuant to Securities Act Rule 457(h), per share and in the aggregate, and the registration fee were calculated based upon, the book value of Common Stock as of September 30, 2015.


	(a)	The Company’s Annual Report on Form 10-K for its fiscal year ended September 30, 2015, filed with the Commission on November 27, 2015 (Commission File No. 333-91436 1512575768);


Item 3.	Incorporation of Documents by Reference


Item 5.	Interests of Named Experts and Counsel