Business Context and Reporting Period
This Form 8-K Current Report was filed by American BriVision (Holding) Corporation on June 28, 2019. The filing reports a corporate governance event involving the creation of a new class of preferred stock.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on a capital structure amendment rather than financial performance results.
Material Changes
On June 28, 2019, the Company filed a Certificate of Designation with the Nevada Secretary of State to create Series A Convertible Preferred Stock. Key terms include:
- Authorization: 3,500,000 shares designated as Series A Stock with a par value of $0.001 per share.
- Dividends: Cumulative dividends payable annually for four years from the date of original issue.
- Seniority: Ranks senior to Common Stock regarding dividend rights and liquidation preferences (specifically for accrued but unpaid dividends).
- Voting Rights: Identical to Common Stock holders.
- Conversion: Initially convertible at the holder's option into one share of Common Stock per preferred share; automatically converts on the four-year anniversary of issuance.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook. No specific risks or contingencies are detailed in the text of this report, other than the standard legal qualification that the description is subject to the full text of the Certificate of Designation.
Investor Verification Checklist
- Verify the full text of the Certificate of Designation (Exhibit 3.1) for specific dividend rates and conversion mechanics not detailed in the summary.
- Confirm the total number of Series A shares issued versus the 3,500,000 authorized.
- Review the Company's Form S-1 filed on June 28, 2019, as the exhibit is incorporated by reference from that filing.
- Assess the impact of the new preferred stock on the existing Common Stock capitalization and potential dilution upon conversion.