Business Context and Reporting Period
This Form 8-K Current Report was filed by American BriVision (Holding) Corporation on August 27, 2019, regarding events occurring on August 21, 2019. The filing details a Board of Directors meeting held to elect and reelect company officers effective September 1, 2019.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on corporate governance and equity compensation arrangements.
Material Changes
The primary material change reported is the appointment and reappointment of key executive officers and the issuance of unregistered equity securities as compensation:
- Chief Financial Officer: Mr. Chihliang An appointed effective September 1, 2019.
- Chief Business Officer: Mr. Eugene Jiang (current Chairman) appointed effective September 1, 2019.
- Chief Strategy Officer: Dr. Tsung-Shann Jiang reelected effective September 1, 2019.
- Chief Scientific Officer: Dr. Chi-Hsin Richard King reelected effective September 1, 2019.
- Chief Executive Officer: Dr. Howard Doong reelected effective September 1, 2019.
Guidance, Outlook, and Compensation Details
The filing discloses stock award agreements entered into under the Company's 2016 Stock Incentive Plan. Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933. Specific awards include:
- Mr. Chihliang An: 14,286 shares vesting over three years.
- Mr. Eugene Jiang: 18,290 shares vesting over three years.
- Dr. Chi-Hsin Richard King: 21,430 shares vesting over three years.
- Dr. Howard Doong: 21,429 shares vesting over two years.
All officers were appointed for a three-year term, except Dr. Doong's stock award which vests over two years. The filing states there are no other arrangements or understandings regarding these appointments.
Investor Verification Checklist
- Verify the vesting schedules and performance conditions attached to the stock awards for the newly appointed officers.
- Confirm the total number of shares authorized under the 2016 Stock Incentive Plan and the remaining availability.
- Review the Form S-8 registration statement referenced for the specific terms of the share issuances.
- Check for any subsequent filings regarding the actual commencement of duties on September 1, 2019.