0001213900-19-015469.txt : 20190813 0001213900-19-015469.hdr.sgml : 20190813 20190813120234 ACCESSION NUMBER: 0001213900-19-015469 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190804 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190813 DATE AS OF CHANGE: 20190813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American BriVision (Holding) Corp CENTRAL INDEX KEY: 0001173313 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 260014658 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-91436 FILM NUMBER: 191019169 BUSINESS ADDRESS: STREET 1: 44370 OLD WARM SPRINGS BLVD. CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 845-551-8728 MAIL ADDRESS: STREET 1: 44370 OLD WARM SPRINGS BLVD. CITY: FREMONT STATE: CA ZIP: 94538 FORMER COMPANY: FORMER CONFORMED NAME: METU BRANDS, INC. DATE OF NAME CHANGE: 20150908 FORMER COMPANY: FORMER CONFORMED NAME: ECOLOGY COATINGS, INC. DATE OF NAME CHANGE: 20080821 FORMER COMPANY: FORMER CONFORMED NAME: Ecology Coatings, Inc. DATE OF NAME CHANGE: 20070711 8-K 1 f8k080419_americanbrivision.htm CURRENT REPORT

 

 

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): August 13, 2019 (August 4, 2019)

 

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.)

 

44370 Old Warm Springs Blvd.

Fremont, CA 94538

(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. ☐

 

Securities registered pursuant to Section 12(b) of the Act: None

  

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On August 4, 2019, American BriVision (Holding) Corporation (the “Company”) entered into a conversion agreement (the “Conversion Agreement”) with each of the four (4) related parties (the “Investors”) of the Company to convert the debts owed to all of the Investors in an aggregate amount of $625,591 to 89,370 shares (the “Conversion Shares”) of the Company’s common stock at a conversion price of $7.00 per share, which is below the closing price of its common stock at August 2, 2019, the trading day immediately before August 4, 2019. Pursuant to the Conversion Agreement, each Investor shall release the Company from any debts, liabilities or obligations incurred under the respective original agreement, which is attached in each Conversion Agreement, upon receiving its respective number of Conversion Shares as set forth in the Conversion Agreement.

 

The foregoing description of the Conversion Agreement is qualified by reference to the full text of the form of the Conversion Agreement, which is filed as Exhibits 10.1 hereto and incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Securities

 

The disclosures set forth in Item 1.01 of this Current Report are incorporated by reference herein. The issuance of Conversion Shares shall be made in reliance on exemption from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended.

 

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   Form of Conversion Agreement (1)

 

(1)Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 6, 2019.

 

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: August 13, 2019 By: /s/ Howard Doong
  Name: Howard Doong
  Title: Chief Executive Officer

  

 

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