UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

________________
(Amendment No.    )

Check the appropriate box:

BIMI INTERNATIONAL MEDICAL INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

BIMI INTERNATIONAL MEDICAL INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 5, 2021March 15, 2022

To Our Stockholders:

You are invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of BIMI International Medical Inc. (the “Company”) on November 5, 2021March15, 2022 at 10:9:00 a.m. (local(local time) at the Yuxizhongyu Hotel, 2No.10, Huasheng Road, Floor Room 201, No. 62 Nie Er Road, Hongta9, Yuzhong District, Yuxi City, Yunan Province, China,Chongqing, P. R. C., for the following purposes:

1.     To approve, an amendment toin accordance with Nasdaq Marketplace Rule 5635(d), the Company’s Certificateissuance of Incorporation to increase the number of authorized shares of the Company’s common stock (the “Common Stock”) by One Hundred Fifty Million (150,000,000)upon (i) conversion of the newly issued senior secured convertible notes in the aggregate principal amount of $7,800,000 sold to Two Hundred Million (200,000,000);

2.      To grant discretionary authoritytwo institutional investors (the “Institutional Investors”) on November 18, 2021; (ii) conversion of additional senior secured convertible notes in the aggregate principal amount of up to $3,900,000 that may be sold to the boardInstitutional Investors; and (iii) exercise of directors ofup to 1,800,000 warrants issued by the Company (the “Board”) to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the Common Stock within the range of 1-2Institutional Investors; and to 1-5 (the “Range”) to be determined by the Board and with the reverse stock split to be effective at such time and date, if at all, as determined by the Board, but not later than the first anniversary of its approval by the stockholders.; and

3.2.     To transact such other business as may properly be brought before the Special Meeting and any adjournment or postponement thereof.

Stockholders of record at the close of business on October 1, 2021February10, 2022 shall be entitled to notice of and to vote at the Special Meeting and any adjournments or postponements thereof. A stockholder list will be available at our corporate offices beginning October 8, 2021February14, 2022 during normal business hours for examination by any stockholder registered on our stock ledger as of the record date for any purpose germane to the Special Meeting.

Your vote is important. Please submit a proxy as soon as possible so that your shares can be voted at the Special Meeting.

Whether or not you plan to attend the Special Meeting, we encourage you to vote and submit your proxy by telephone, via the Internet or by mail. For additional instructions, voting by telephone or via the Internet, please refer to the proxy card. To vote and submit your proxy by mail, please complete, sign and date the enclosed proxy card and return it in the enclosed envelope. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from them to vote your shares.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON November 5, 2021MARCH 15, 2022

THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE COMPANY, ON BEHALF OF THE BOARD OF DIRECTORS, FOR THE 20212022 SPECIAL MEETING OF STOCKHOLDERS. YOU CAN VOTE YOUR SHARES USING ONE OF THE FOLLOWING METHODS:

How to Vote Your Shares

YOUR VOTE IS IMPORTANT.    Your shares can be voted at the Special Meeting only if you attend in person or are represented by proxy, please take the time to vote your proxy.

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE OR VOTE VIA THE INTERNET OR BY TELEPHONE. ANY STOCKHOLDER ATTENDING THE MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY CARD.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS MEETING TO BE HELD ON novemberMARCH 515,, 2021 2022 — THE PROXY STATEMENT IS AVAILABLE AT: WWW.USBIMI.COM.

In light of COVID-19, we strongly encourage our shareholders to vote by proxy in advance of the Special Meeting Depending on concerns about and developments relating to COVID-19, the Board could determine to change the date, time and/or format of the meeting.

If not attending the meeting and voting in person, stockholders of record, or “registered stockholders,” can vote by proxy in the following three ways:

If your shares are held beneficially in “street” name through a nominee such as a financial institution, brokerage firm, or other holder of record, your vote is controlled by that institution, firm or holder. Your vote by proxy may also be cast by telephone or via the Internet, as well as by mail, if your financial institution or brokerage firm offers such voting alternatives. Please follow the specific instructions provided by your nominee on your voting instruction card.

Please note, that if your shares are held beneficially through a bank, broker or other nominee and you wish to vote at the Special Meeting, you must obtain a proxy issued in your name from the record holder.

TABLE OF CONTENTS

BIMI INTERNATIONAL MEDICAL INC.

PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 5MARCH 15,, 2021 2022

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE SPECIAL MEETING

Q:     Why am I receiving these materials?

A:     We are providing these proxy materials to you in connection with the solicitation of proxies by the Board of Directors of our company (the “Board”) for our 20212022 Special Meeting of Stockholders, which will take place on November 5, 2021.March 15, 2022. As a stockholder of record, you are invited to attend the Special Meeting and are entitled and requested to vote on the items of business described in this proxy statement. This proxy statement and accompanying proxy card (or voting instruction card) are being sent on or about October 8, 2021February 15, 2022 to all stockholders entitled to vote at the Special Meeting.

Q:     When and where will the Special Meeting be held?

A:     The Special Meeting will be held on November 5, 2021March 15, 2022 at 10:9:00 a.m. local time, at the the Yuxizhongyu Hotel, 2No. 10, Huasheng Road, Floor Room 201, No. 62 Nie Er Road, Hongta9, Yuzhong District, Yuxi City, Yunan Province, China.Chongqing, P. R. C.

Q:     How do I attend the Special Meeting?

A:     Only stockholders of record on the record date of October 1, 2021February 10, 2022 (the “Record Date”) are entitled to notice of, and to attend or vote at, the Special Meeting. If you plan to attend the meeting in person, please bring the following:

•        Photo identification.

•        Acceptable proof of ownership if your shares are held in “street name.”

Street name means your shares are held of record by brokers, banks, or other institutions. See below for additional information.

Acceptable proof of ownership is either (a) a letter from your broker confirming that you beneficially owned shares of our Common Stock on the Record Date or (b) an account statement showing that you beneficially owned shares of our Common Stock on the Record Date. If your shares are held in street name, you may attend the meeting with proof of ownership, but you may not vote your shares in person at the Special Meeting unless you have obtained a “legal proxy” or other evidence from your broker giving you the right to vote your shares at the Special Meeting.

Street name means your shares are held of record by brokers, banks, or other institutions. See below for additional information.

Q:     What information is contained in this proxy statement?

A:     This proxy statement contains information regarding the proposalsproposal to be voted on at the Special Meeting and certain other required information.

Q:     What items of business will be voted on at the Special Meeting?

A:     The items of business scheduled to be voted on at the Special Meeting are:

1.      To approve, an amendment to our Certificatein accordance with Nasdaq Marketplace Rule 5635(d), the issuance of Incorporation (the “Proposed Authorized Share Increase Amendment”) to increase the number of authorized shares of Common Stock, as describedthe Company’s common stock upon (i) conversion of the newly issued senior secured convertible notes in the Company’s proxy statement foraggregate principal amount of $7,800,000 sold to certain institutional investors on November 18, 2021; (ii) conversion of additional senior secured convertible notes in the Special Meeting (the “Authorized Share Increase”);aggregate principal amount of up to $3,900,000 that may be sold to those investors; and

2.      To approve an amendment (iii) exercise of up to our Certificate of Incorporation (the “Proposed Reverse Stock Split Amendment”) to effect a reverse stock split of the Common Stock within the range to be determined1,800,000 warrants issued by the Board (the “Reverse Stock Split”).Company to the investors.

Q:     What are the voting requirements to approve the proposals?proposal?

A:     The affirmative vote of a majority of shares outstanding is required to approve both Proposals One and Two.Proposal One.

Q:     How does the Board recommend that I vote?

A:     The Board recommends that you vote your shares “FOR” the approval of the Proposed Authorized Share Increase Amendment; and “FOR”proposal with respect to the approvalissuance of the Proposed Reverse Stock Split Amendment.Company’s securities for the purposes compliance with Nasdaq Listing Rule 5635(d).

If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of the Common Stock will be voted on your behalf as you direct. If not otherwise specified, the shares of the Common Stock represented by the proxies will be voted in accordance with the Board’s recommendations.

Q:     What shares may I vote?

A:     Each share of our Common Stock $0.001 par value issued and outstanding as of the close of business on the Record Date is entitled to one vote on each of the matters to be voted upon at the Special Meeting.

You may vote all shares owned by you as of the Record Date, including (a) shares held directly in your name as the stockholder of record and (b) shares held for you as the beneficial owner through a broker, trustee or other nominee. We had 33,208,91115,346,554.000 shares of Common Stock issued and outstanding on the Record Date.

Q:     What is the difference between being a stockholder of record and being the beneficial owner of shares held in street name?

A:     A stockholder of record owns shares which are registered in his or her own name. A beneficial owner owns shares which are held in street name through a third party, such as a broker. As summarized below, there are some distinctions between a stockholder of record and a beneficial owner.

Stockholder of Record

You are the stockholder of record of any of your shares registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC with respect to such shares, these proxy materials are being sent to you by the Company. As the stockholder of record, you have the right to grant your voting proxy directly to Mr. Tiewei,Xiaoping Wang, the Company’s Chief ExecutiveOperating Officer, or such other person you wish to designate, or to vote in person at the Special Meeting. We have enclosed a proxy card for you to grant your voting proxy to Mr. Tiewei Song.Xiaoping Wang.

Shares Beneficially Held in Street Name

You are the beneficial owner of any of your shares held in street name. With respect to such shares registered through a broker, these proxy materials, together with a voting instruction card, are being forwarded to you by your broker. As the beneficial owner, you have the right to direct your broker how to vote. You may use the voting instruction card provided by your broker for this purpose. Even if you have directed your broker how to vote, you may also attend the Special Meeting. However, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” or other evidence from your broker giving you the right to vote the shares at the Special Meeting.

Q:     Who is entitled to attend the Special Meeting and what are the admission procedures?

A:     You are entitled to attend the Special Meeting only if you were a stockholder as of the close of business on the Record Date or if you hold a valid proxy for the Special Meeting. A list of stockholders eligible to vote at the Special Meeting will be available for inspection at the Special Meeting. If you are a beneficial holder, you will need to provide proof of beneficial ownership as of the Record Date, such as a brokerage account statement showing that you owned shares of the Common Stock as of the Record Date or the voting instruction card provided by your broker. The Special Meeting will begin promptly at 10:9:00 a.m., local time. You should be prepared to present photo identification for admittance. Check-in will begin one-half hour prior to the meeting. Please allow ample time for the admission procedures.

Q:     May I vote my shares in person at the Special Meeting?

A:     If you were a stockholder of record on the Record Date, you may vote your shares in person at the Special Meeting or through a proxy. If you decide to vote your shares in person, you do not need to present your share certificate(s) at the Special Meeting; your name will be on the list of stockholders eligible to vote. If you hold your shares beneficially in street name, you may vote your shares in person at the Special Meeting only if you obtain a legal proxy or other evidence from your broker giving you the right to vote the shares. Even if you plan to attend the Special Meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the Special Meeting.

In light of COVID-19, we strongly encourage our shareholders to vote by proxy in advance of the Special Meeting. Depending on concerns about and developments relating to COVID-19, the Board could determine to change the date, time and/or format of the meeting.

Q:     How can I vote my shares without attending the Special Meeting?

A:     Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Special Meeting. If you are a stockholder of record, you may vote by submitting a proxy. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker. For directions on how to vote, please refer to the instructions on your proxy card or, for shares held beneficially in street name, the voting instruction card provided by your broker.

Stockholders of record may submit proxies by completing, signing, dating, and mailing their proxy cards to the address provided on the proxy card. Stockholders who hold shares beneficially in street name may vote by completing, signing, and dating the voting instruction cards provided and mailing them to the address provided on the voting instruction card. The proxy card and voting instruction card also include directions as to how you may submit your vote through the Internet. The voting instruction card may also include directions for alternative methods of submitting your vote. We encourage you to vote early. If you choose to vote by mail, please allow sufficient time for your proxy or voting instruction card to reach our vote tabulator prior to the Special Meeting.

Q:     Who will count the votes?

A:     Votes at the Special Meeting will be counted by an inspector of election, who will be appointed by the Board.

Q:     What is the effect of not voting?

A:     If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Special Meeting. If you are a stockholder of record and you properly sign and return your proxy card, your shares will be voted as you direct. If no instructions are indicated on such proxy card and you are a stockholder of record, shares represented by the proxy will be voted in the manner recommended by the Board on all matters presented in this proxy statement, namely “FOR” the approval of Proposed Authorized Share Increase Amendment; and “FOR” the approvalissuance of the Proposed Authorized Share Increase Amendment.Company’s securities for the purposes of Nasdaq Listing Rule 5635(d).

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares.

A broker is entitled to vote shares held for a beneficial owner on routine matters. Absent instructions from a beneficial owner, a broker is not entitled to vote shares held for such beneficial owner on non-routine matters. We believe that the approval of the amendments to the Certificate of Incorporation in Proposal One and Proposal Two areis a non-routine matters;matter; and, accordingly, brokers do not have authority to vote on such mattersproposal absent instructions from beneficial owners. Accordingly, if beneficial owners desire not to have their shares voted by a broker in a certain manner, they should give instructions to their brokers as to how to vote their shares. Any adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes in favor of ProposalsProposal One, and Two, and any other matter that may properly be brought before the shareholders for a vote at the Special Meeting, will be approved if the votes cast “For” exceed the votes cast “Against.” Abstentions and broker non-votes, if any, will not affect the outcome of the votes on these matters.

Broker non-votes count for purposes of determining whether a quorum is present.

Q:     How many votes are required for the approval of the proposalsproposal to be voted upon, and how will abstentions and broker non-votes be treated?

Q:     Can I revoke my proxy or change my vote after I have voted?

A:     You may revoke your proxy and change your vote by voting again or by attending the Special Meeting and voting in person. Only your latest dated proxy card received at or prior to the Special Meeting will be counted. However, your attendance at the Special Meeting will not have the effect of revoking your proxy unless you forward written notice to the Corporate Secretary at BIMI International Medical Inc.’s offices, or you vote by ballot at the Special Meeting. If you are a beneficial owner, you will need to request a legal proxy from your broker and bring it with you to vote at the Special Meeting.

Q:     How many votes are required to hold the Special Meeting?

A:     The presence, in person or by proxy, of the holders of one-third of the shares of our Common Stock outstanding and entitled to vote on the Record Date is necessary to hold the Special Meeting and conduct business. This is called a quorum. Abstentions and broker non-votes will be considered as present at the Special Meeting for purposes of establishing a quorum.

Q:     Who will bear the cost of soliciting votes for the Special Meeting?

A:     The Company is making this solicitation and will pay the entire cost of preparing, printing, assembling, mailing, and distributing these proxy materials. In addition to the use of the mails, proxies may be solicited by personal interview, telephone, electronic mail, and facsimile by directors, officers, and regular employees of the Company. None of the Company’s directors, officers or employees will receive any additional compensation for soliciting proxies on behalf of the Board. The Company may also make arrangements with brokerage firms and other custodians, nominees, and fiduciaries for the forwarding of soliciting material to the beneficial owners of Common Stock held of record by those owners. The Company will reimburse those brokers, custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses incurred in connection with that service.

Q:     Where can I find the voting results of the Special Meeting?

A:     We intend to announce preliminary voting results at the Special Meeting and will disclose final voting results in a Current Report on Form 8-K that will be filed with the SEC not more than four business days following the Special Meeting.

PROPOSAL ONE — APPROVAL OF AN AMENDMENT TOPENDING ISSUANCES OF SECURITIES OF THE CERTIFICATE OF
INCORPORATION TO increase THE numberCOMPANY

On November 18, 2021, the Company entered into a securities purchase agreement (the “SPA”) with two institutional investors (each a “Holder” and collectively the “Holders”) to sell certain senior secured convertible notes (the “Convertible Notes”) of authorized sharesthe Company to the Holders in a private placement (the “Private Placement”), in the aggregate principal amount of
THE common stock

The Company is asking stockholders $7,800,000 having an aggregate original issue discount of 20%, and ranking senior to adoptall outstanding and approvefuture indebtedness of the Proposed Authorized Share Increase Amendment to effect the Authorized Share Increase.Company. Pursuant to its Certificatethe SPA, two Convertible Notes (each, an “Initial Note” and collectively the “Initial Notes”) in an aggregate original principal amount of Incorporation currently$7,800,000 will be issued to the Holders in effect,reliance upon the exemption from securities registration under by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated under the 1933 Act, together with the issuance of warrants (the “Warrants” and, together with the Convertible Notes, the “Securities”) to acquire the Company’s Common Stock, as described below. Each Convertible Note has a face amount of $3,900,000, for which each Holder paid $3,250,000 in cash. Additional Convertible Notes in an aggregate original principal amount not to exceed $3,900,000 (the “Additional Convertible Notes”) may also be sold to the Holders under the SPA at a later date under certain circumstances. The Convertible Notes do not bear interest except upon the occurrence of an event of default.

Pursuant to Nasdaq Rule 5635 (d), stockholder approval is required prior to the issuance of securities in a transaction, other than a public offering, involving the sale, issuance or potential issuance by the Company has authorized capitalof common stock (or securities convertible into or exercisable for common stock), which equals 20% or more of Fifty Million (50,000,000)the common stock or 20% or more of the voting power outstanding before the issuance, at a price less than the lower of: (i) the closing price immediately preceding the signing of the binding agreement, or (ii) the average closing price of the common stock for the five Trading Days immediately preceding the signing of the binding agreement for the transaction.

In light of this rule, the SPA, the Convertible Notes and the Warrants provide that, the Convertible Notes may not be converted into and the Warrants may not be exercised to purchase shares of Common Stock unless the Company obtains the approval of which 33,208,911 shares areits stockholders. Accordingly, the Company agreed to hold a stockholder meeting, by no later than February 15, 2022 to approve resolutions authorizing the issuance of all of the Securities issuable pursuant to the Private Placement including the Additional Convertible Notes in compliance with the rules and regulations for the purposes of compliance with Nasdaq Listing Rule 5635.

Accordingly, at the Special Meeting, stockholders will be asked to approve the issuance of the Securities in the transactions contemplated by the SPA.

Use of Proceeds

The Company will use the proceeds from the sale of Convertible Notes, and if exercised the Additional Convertible Notes and exercise of the Warrants for general corporate purposes, but as covenanted in the SPA, not, directly or indirectly, for (i) the satisfaction of any Indebtedness of the Company or any of its subsidiaries, (ii) the redemption or repurchase of any securities of the Company or any of its subsidiaries, or (iii) the settlement of any outstanding litigation. The Company will not receive any proceeds from the sale of the Common Stock issuable upon conversion of the Convertible Notes, the Additional Convertible Notes if issued and outstanding or otherwise reserved for issuance upon exercise of outstanding convertible notesthe Warrants.

The Securities Purchase Agreement

The SPA contains certain representations and warrants. As a result,warranties, covenants and indemnities customary for similar transactions. Under the SPA, the Company has available only 16,791,089agreed to hold a stockholder meeting, by no later than February 15, 2022 (the “Stockholder Approval Date”) to approve resolutions authorizing the issuance of shares of Common Stock availableunder the Convertible Notes and the Warrants for future issuance.

The Board believes the increase in shares available for future issuance is inpurposes of compliance with the best intereststockholder approval rules of the Company. It will provideNasdaq Stock Market (“Nasdaq”) (the “Stockholder Approval”). If such approval is not received by the Stockholder Approval Date, the Company with sufficient shares for future issuances of securitieswill be obligated to fund the operations and growth of the Company and will also provide the Company with greater flexibility to respond quickly to advantageous business opportunities since we may from time to time explore opportunities to make acquisitions through the use of stock. In order to have sufficient shares to issue for future transactions, the Company proposes to adopt an amendment to its Certificate of Incorporation to increase the number of authorized shares of Common Stock by One Hundred Fifty Million (150,000,000) to Two Hundred Million (200,000,000) shares. The par value of our Common Stock will continue to be $0.001 per share.

The Board has unanimously approvedseek stockholder approval by May 15, 2022 and declared advisable the Proposed Authorized Share Increase Amendment and recommends that our stockholders adopt and approve the Proposed Authorized Share Increase Amendment. The foregoing description of the Proposed Authorized Share Increase Amendmentevery six months thereafter until such approval is a summary and is subject to the full text of the Proposed Authorized Share Increase Amendment, which is attached to this Proxy Statement as Annex A. The text of the Proposed Authorized Share Increase Amendment may be altered to reflect any changes required by applicable law or otherwise deemed necessary or advisable by the Board.

If the Proposed Authorized Share Increase Amendment is approved by our stockholders, it will become effective immediately upon the filing of a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of State of Delaware, which we expect to file promptly after the Special Meeting. No further action on the part of stockholders will be required to implement the Authorized Share Increase. If the proposed amendment is not approved by our stockholders, the authorized shares of Common Stock will remain unchanged.

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE proposed authorized share increase amendmentobtained.

PROPOSAL TWO — APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO EFFECT A REVERSE STOCK SPLIT of THE common stockThe Convertible Notes

GeneralMaturity and Repayment Dates

The Company is asking stockholders to adopt and approveConvertible Notes as well as the Proposed Reverse Stock Split Amendment to effectAdditional Convertible Notes, if issued, mature (the “Maturity Date”) on the Reverse Stock Split. The Board has unanimously approved and declared advisable the Proposed Reverse Stock Split Amendment and recommends that our stockholders adopt and approve the Proposed Reverse Stock Split Amendment. The foregoing description18 month anniversary of the Proposed Reverse Stock Split Amendmentdate on which they are issued (the “Issuance Date”). The principal amount is a summary and is subject topayable in equal installments beginning on the full textsix month anniversary of the Proposed Reverse Stock Split Amendment,Issuance Date and each month thereafter until the Maturity Date.

Interest

The Convertible Notes were sold with an original issue discount and do not bear interest except upon the occurrence of an Event of Default (described below), in which is attached to this Proxy Statement as event the applicable rate will be 13.00% per annum.

Annex B.Conversion

The textConvertible Notes are convertible at any time or times after the Stockholder Approval Date in whole or in part, at the option of the Proposed Reverse Stock Split Amendment may be altered to reflect any changes required by applicable law or otherwise deemed necessary or advisable by the Board.

If stockholders approve this proposal, the Board will cause the Certificate of Amendment to our Certificate of Incorporation to be filed with the Secretary of State of State of Delaware and effect the Reverse Stock Split only if the Board determines that the Reverse Stock Split would be in the best interests of the Company and its stockholders. The Reverse Stock Split could become effective as soon as the business day immediately following the Special Meeting. The Board also may determine in its discretion not to effect the Reverse Stock Split and not to file the Certificate of Amendment. No further action on the part of stockholders will be required to either implement or abandon the Reverse Stock Split.

Depending on the ratio for the Reverse Stock Split determined by the Board, a minimum of 2 and a maximum of 5holders thereof, into shares in aggregate of the Common Stock at a rate equal to the amount of principal, interest (if any) and unpaid late charges (if any), divided by a conversion price of $0.65 (the “Conversion Price”), subject to market price adjustments. The Conversion Price is subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transaction.

The floor price per share at which a Convertible Note may be converted is $0.1557 (the “Floor Price”)

If the Company enters into any agreement to issue any variable rate securities, the holder has the additional right to substitute such variable price (or formula) for the conversion price.

In connection with the occurrence of Events of Default, the holders of the Convertible Notes will be combined into one new share of our Common Stock. Asentitled to convert all or any portion of the Record Date, 33,208,911 sharesConvertible Notes at an alternate conversion price equal to the lower of our(i) the conversion price then in effect, and (ii) the lower of (A) 70% of the lowest VWAP (as defined in the Convertible Notes) of the Common Stock were issuedduring the ten (10) consecutive Trading Day (as defined in the Convertible Notes) period ending and outstanding. Basedincluding the Trading Day immediately preceding the delivery or deemed delivery of the applicable notice of conversion and (B) 70% of the VWAP of the Common Stock as of the date of the delivery or deemed delivery of the applicable notice of conversion, but not less than the Alternate Conversion Floor Amount, which is the product obtained by multiplying (A) the higher of (i) the highest price that the Common Stock trades at on the Trading Day immediately preceding the relevant Alternate Conversion Date (as defined in the Convertible Notes) and (ii) the applicable Alternate Conversion Price (as defined in the Convertible Notes) and (B) the difference obtained by subtracting (I) the number of shares of Common Stock issued and outstanding asto be delivered to the holder on the applicable delivery deadline with respect to such Alternate Conversion from (II) the quotient obtained by dividing (x) the applicable Conversion Amount (as defined in the Convertible Notes) that the holder has elected to be the subject of the Record Date, immediately followingapplicable Alternate Conversion, by (y) the Reverse Stock Split,applicable Alternate Conversion Price without giving effect to clause (x) of such definition (i.e. the Company would have approximately 15,111,675 shares of Common Stock issuedFloor Price).

Conversion Limitation and outstanding if the ratio for the Reverse Stock Split is 1-2Exchange Cap, and approximately 6,044,670 shares of Common Stock issued and outstanding if the ratio for the Reverse Stock Split is 1-5, as illustrated in the table under the caption “Effects

The holders of the Reverse Stock Split — Effect on SharesConvertible Notes will not have the right to convert any portion of Common Stock.” Any other ratios selected withinthe Convertible Notes, to the extent that, after giving effect to such rangeconversion, such Holder (together with certain related parties) would resultbeneficially own in a numberexcess of shares4.99% of Common Stock issued and outstanding following the Reverse Stock Split between 6,044,670 and 15,111,675 shares.

If approved and effected, all holdersshares of the Common Stock outstanding immediately after giving effect to such conversion. A holder may from time to time increase this limit to 9.99%, provided that any such increase will not be affected proportionately byeffective until the Reverse Stock Split, except for adjustments that may result from the treatment61 day after delivery of fractional shares as described below.

To avoid the existence of fractional shares of common stock after the reverse stock split, fractional shares that would be created as a result of the reverse stock split will be rounded upnotice to the next whole share, including fractional shares that are less than one halfCompany of one share.such increase.

Except for adjustments thatThe Convertible Notes may result fromnot be convertible until such time as the treatment of fractional shares as described below, each stockholder will holdCompany shall have obtained the same percentage of the outstanding Common Stock immediately following the Reverse Stock Split as that stockholder did immediately prior to the Reverse Stock Split. The par value of our Common Stock will continue to be $0.001 per share (see “— Effects of the Reverse Stock Split — Reduction in Stated Capital”).

Except as otherwise indicated, all share, per share, and related numbers and data in this Proxy Statement reflect pre-split information and do not give effect to the Reverse Stock Split.

Board Discretion to Implement the Reverse Stock Split

If the Reverse Stock Split proposal is approved by a majority of our stockholders, the Board will have the discretion to determine, as it deems to be in the best interest of our stockholders, the specific ratio to be used within the Range and the timing of the reverse stock split, which must occur at any time prior to the first anniversary of its approval by the stockholders. The Board may also, in its discretion, determine not to effect the reverse stock split if it concludes, subsequent to obtaining stockholder approval, that such action is not in the best interests of our Company and our stockholders. Our Board believes that the availability of a range of reverse stock split ratios will provide it with the flexibility to implement the reverse stock split in a manner designed to maximize the anticipated benefits for us and our stockholders. In determining whether to implement the reverse split following the receipt of stockholder approval, our Board may consider, among other things, factors such as:

•        meeting certain listing requirements of the NASDAQ Capital Market;

•        the historical trading price and trading volume of our common stock;Stockholder Approval.

•        Events of DefaultAppealing

Events of Default include: (i) the failure of the applicable registration statement (the “Registration Statement”) for the shares issuable upon conversion of the Convertible Notes and exercise of the Warrants to be filed with the SEC; (ii) the failure of the Company to maintain the effectiveness of the Registration Statement; (iii) suspension of trading of the Common Stock on a broader rangenational securities exchange for five days; (iv) uncured conversion failure; (v) failure by the Company to maintain required share allocations for the conversion of investorsthe Convertible Notes and the exercise of the Warrants; (vi) failure by the Company to generate greater investor interestpay Principal when due; (vii) failure of the Company to remove restricted legends from shares issued to the Holder upon conversion of the Convertible Note or the Warrants; (viii) the occurrence of any default under, redemption of or acceleration prior to maturity of at least an aggregate of $150,000 of Indebtedness (as defined in the Company;

•        the then-prevailing trading price and trading volume of our Common Stock and the anticipated impactConvertible Notes) of the reverse split onCompany; (ix) bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the trading market for our Common Stock;

•        relief of debtors shall be instituted by or against the anticipated impactCompany or any Subsidiary and not dismissed within 30 days of initiation; (x) the commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law; (xi) commencement of any bankruptcy or similar proceeding, voluntary or involuntary, of the Reverse Stock Split on our ability to raise additional financing; and

•        prevailing general market and economic conditions.

Background and ReasonsCompany or any subsidiary of the Company; (xii) final judgment for the Reverse Stock Split

Our Board is submittingpayment of money aggregating in excess of $150,000 are rendered against the Reverse Stock Split to our stockholders for approval with the primary intent of increasing the per share trading price of our Common Stock to enhance our ability to meet the Continued Listing RequirementsCompany or any subsidiary of the NASDAQ Capital Market. Accordingly, for thisCompany and other reasons discussed below, we believe that effecting the Reverse Stock Split is in our best interests and the best interestsnot bonded or discharged within 30 days; (xiii) failure of our stockholders.

On September 28, 2021, the Company receivedor any subsidiary to pay when due any debts in excess of $150,000 due to any third party; (xiv) breaches by the Company or any Subsidiary of any representations or warranties in the SPA or any document contemplated thereby; (xv) a deficiency letter from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market LLC (“NASDAQ”) notifyingfalse or inaccurate certification by the Company that foreither (A) the last 30 consecutive business days,“Equity Conditions” (as defined in the closing bid price forConvertible Notes) are satisfied, (B) there has been no “Equity Conditions Failure” (as defined in the Company’s common stock had been belowConvertible Notes), or (C) as to whether any Event of Default has occurred; (xvi) failure of the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuantCompany or any Subsidiary to Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”). The Company considered all available options in order to regain compliancecomply with the requirementscovenants in the Convertible Note; any material adverse effect occurring; or (xvii) any Event of Rule 5550(a)(2)Default occurs under any other Convertible Note.

In connection with an Event of Default, the holders of the Convertible Notes may require the Company to redeem in cash any or all of the Convertible Notes. The redemption price will equal the greater of (i) 110% of the outstanding principal of the Convertible Note to be redeemed and determinedaccrued and unpaid interest and unpaid late charges thereon, and (ii) an amount equal to curemarket value of the share price non-compliance through a reverse stock split.

We believe that a delistingshares of ourthe Common Stock fromunderlying the NASDAQ Capital Market would negatively impact us because it would: (i) reduce the liquidity and market price of our Common Stock; (ii) reduce the number of investors willing to hold or acquire our Common Stock, which could negatively impact our ability to raise equity financing; and (iii) limit our ability offer and sell freely tradable securities, thereby preventing us from accessing the public capital markets. We may not be able to meet the minimum share price requirement of Rule 5550(a)(2) unless we effect the Reverse Stock Split. The Company has until March 28, 2022 to regain complianceConvertible Notes, as determined in accordance with the minimum share price requirement. Stockholder approval isConvertible Notes. Upon the occurrence of certain Events of Default relating to the bankruptcy of the Company, whether occurring prior to or following the maturity date, the Company will be required to effectuateimmediately redeem the Convertible Notes, in cash, for an amount equal to 110% of the outstanding principal of the Convertible Notes, and accrued and unpaid interest and unpaid late charges thereon, without the requirement for any notice or demand or other action by any holder or any other person or entity.

Change of Control

In connection with a reverse stock split, IfChange of Control (as defined in the Convertible Notes), the holders of the Convertible Notes may require the Company effectuatesto redeem all or any portion of the Reverse Stock Split, it will regain compliance with Rule 5550(a)(2) if the Company’sConvertible Notes. The redemption price per share will equal the greatest of (i) 110% of the outstanding principal of the Convertible Notes to be redeemed, and accrued and unpaid interest and unpaid late charges thereon, (ii) 110% of the market value of the shares of the Common Stock underlying the Convertible Notes, as determined in accordance with the Convertible Notes, and (iii) 110% of the aggregate cash consideration that would have been payable in respect of the shares of the Common Stock underlying the Convertible Notes, as determined in accordance with the Convertible Notes.

Other Corporate Events

The Company is not permitted to enter a Fundamental Transaction (as defined in the Convertible Notes), unless the successor entity assumes all of the obligations under the Convertible Notes pursuant to written agreements satisfactory to the holder of the Convertible Notes, and the successor entity is a publicly traded corporation whose shares of Common Stock promptly exceeds $1.00 per share, and remains above that level forare quoted or listed on a national securities exchange. If at leastany time the following 30 trading days.

We believe thatCompany grants any Purchase Rights (as defined in the Reverse Stock Split may provide us and our stockholders with other potential benefits, such as improved marketability and liquidityConvertible Note) or makes any distribution of our common stock and increased interest and trading in our Common Stock Dueassets pro rata to the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocksall or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may function to make the processing of trades in low priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of our Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. We believe that the Reverse Stock Split will make our Common Stock a more attractive and cost effective investment for many investors, which will enhance the liquidityall of the holders of our common stock.

Reducing the numberany class of outstanding shares of ourits Common Stock, throughthen the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our business may adversely affect the market price of our Common Stock. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above.

If our Board determines that effecting the Reverse Stock Split is in our best interest, the Reverse Stock Split will become effective upon filing of an amendment to our Certificate of Incorporation with the Secretary of Stateholders of the State of Delaware. The amendmentConvertible Notes will set forthbe entitled to acquire the number of shares to be combined into one share of our common stock within the limits set forth in this proposal. Except for adjustments that may result from the treatment of fractional shares as described below, each stockholder will hold the same percentage of our outstanding Common Stock immediately following the Reverse Stock Split asaggregate Purchase Rights or assets which such stockholder holds immediately prior to the Reverse Stock split.holder could have acquired if such holder

Certain Risks and Potential Disadvantages Associated with the Reverse Stock Split

We cannot assure you that the proposed Reverse Stock Split will increase our stock price. We expect that the Reverse Stock Split will increase the per share market price of our Common Stock. However, the effect of the Reverse Stock Split on the per share market price of our Common Stock cannot be predicted with any certainty, and the history of reverse stock splits for other companies is varied, particularly since some investors may view a reverse stock split negatively. It is possible that the per share market price of our Common Stock after the Reverse Stock Split will not increase in the same proportion as the reduction inhad held the number of ourshares of the Common Stock acquirable upon complete conversion of the Convertible Notes (without taking into account any limitations on conversion) held by such holder immediately prior to the date as of which the record holders are to be determined for such grant of purchase rights or distributions. To the extent any such grant of rights or distribution would result in the holders exceeding the maximum percentage described in first paragraph of “Conversion Limitation and Exchange Cap” above, such rights shall be held in abeyance for up to ninety Trading Days

Installment Conversions and Redemptions

The Convertible Notes require that, on each Installment Date, the Company will pay an amount of the Convertible Note equal to the lesser of 1/13 of the principal amount and the outstanding principal amount of The Convertible Notes then outstanding on such Installment Date, less amounts already converted or paid (the “Installment Amount”), together with interest and late charges, if any, thereon, in shares of the Common Stock, subject to the satisfaction of customary equity conditions (including minimum price and volume thresholds) (an “Installment Conversion”).

If the Company satisfies such equity conditions (subject to the holder’s right to waive any such condition), the Company will convert the portion of the Installment Amount subject to such Installment Conversion into shares of its Common Stock at a price per share equal to the lower of lowest of (i) the conversion price then in effect, (ii) the greater of (x) the Floor Price and (y) 82% of the sum of (A) the two (2) lowest VWAPs of the Common Stock on any Trading Day during the ten (10) consecutive Trading Day period ending and including the Trading Day immediately preceding the applicable Installment Date, divided by (B) two (2). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during any such measuring period, but not less than the Floor Price. If the Company elects to effect and Installment Redemption (as defined in the Convertible Notes) or if an Installment Conversion is not permitted because certain equity conditions are not met, the Company must redeem the Installment Amount in cash at a price equal to 106% of its aggregate value.

The Holders of the Convertible Notes may elect to defer conversion until a subsequent Installment Date selected by each such Holder, or accelerate the conversion of future Installment Amounts to the current Installment Date, with the amount to be accelerated subject to certain restrictions as set forth in the Convertible Notes.

Notwithstanding the forgoing, and only during the period commencing on the Issuance Date and ending on the Stockholder Approval Date, the Company shall automatically be deemed to have elected to effect Installment Redemptions for all Installment Amounts.

Redemptions at Company Election

At any time after the later of (x) thirty (30) calendar days after the Applicable Date (as defined in the SPA) and (y) the date no Equity Conditions Failure exists, the Company has the right to redeem all, but not less than all, of the Conversion Amount then remaining under this Notes at cash price equal to 200% of the greater of (i) the Conversion Amount being redeemed and (ii) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed multiplied by (2) the greatest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date immediately preceding such redemption notice date and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made for the redemption.

Additional Convertible Notes

Subject to the terms and conditions set forth in the SPA, each Holder of a Convertible Note may, upon written notice to the Company, require the Company to participate in an Additional Closing (as defined in the SPA) for the purchase by such Holder, and the sale by the Company, of an Additional Convertible Note in an original principal amount of set forth opposite such holder’s name in the SPA, the aggregate principal amount of which for all Holders shall not exceed $3,900,000. The Additional Convertible Notes have the same terms as the Convertible Notes.

Covenants

The Company will be subject to certain customary affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends, distributions or redemptions, and the transfer of assets, among other matters.

The Warrants

Expiration and Exercise

The Warrants, for the purchase of an aggregate of 1,800,000 shares of the Company’s Common Stock (subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transaction), expire on the fourth anniversary of the Issuance Date (the “Expiration Date”). Prior to or on the Expiration Date, the Warrants are exercisable at any time after the Stockholder Approval Date, in whole or in part, at the option of the holders.

The exercise price for the Warrants (subject to possible standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transaction) is $0.71. The Warrants may be exercised by means of a cashless exercise.

Exercise Limitation and Exchange Cap

The holders of the Warrants will not have the right to convert any portion of the Warrants to the extent that, after giving effect to such conversion, such holder (together with certain related parties) would beneficially own in excess of 4.99% of the shares of the Company’s Common Stock outstanding immediately after giving effect to such exercise. A holder may from time to time increase this limit to 9.99%, provided that any such increase will not be effective until the 61 day after delivery of a notice to the Company of such increase.

In addition, unless the Company obtains the approval of its stockholders, the Company is prohibited from issuing any shares of Common Stock followingupon exercise of the Reverse Stock Split. In addition, although we believeWarrants or otherwise pursuant to the Reverse Stock Split may enhanceterms of the marketabilityWarrants, if the issuance of oursuch shares of Common Stock to certain potential investors, we cannot assure you that, if implemented, our Common Stock will be more attractive to investors. Even if we implementwould exceed the Reverse Stock Split, the per share market price of our Common Stock may decrease due to factors unrelated to the Reverse Stock Split, including our future performance. If the Reverse Stock Split is consummated and the per share market price of our Common Stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split.

Even if our stockholders adopt and approve the Reverse Stock Split and the Reverse Stock Split is effected, there can be no assurance that we will continue to meet the NASDAQ continued listing criteria.

The proposed Reverse Stock Split may decrease the liquidity of our Common Stock and result in higher transaction costs. The liquidity of our Common Stock may be negatively impacted by the Reverse Stock Split, given the reducedaggregate number of shares that willof Common Stock which the Company may issue upon conversion or exercise (as the case may be) of the Notes and the Warrants or otherwise without breaching the Company’s obligations under the rules or regulations of the Nasdaq Capital Market (the number of shares which may be outstandingissued without violating such rules and regulations, including rules related to the aggregate of offerings under NASDAQ Listing Rule 5635(d)).

Events of Default

Events of Default are cross-referenced to the definition contained in the Convertible Notes (see summary of the Notes above in the paragraph “Events of Default”).

At any time after the Reverse Stock Split, particularly ifoccurrence of an Event of Default, at the per share market price does not increase asrequest of a resultholder, the Company or a successor entity (as the case may be) shall purchase the Warrant from the Holder on the date of such request by paying to the Holder cash in an amount equal to the Event of Default Black Scholes Value (as defined in the Warrants).

Other Corporate Events

The Company cannot enter into a Fundamental Transaction (as defined in the Warrants), unless the successor entity assumes all of the Reverse Stock Split. In addition, ifobligations under the Reverse Stock SplitWarrants pursuant to written agreements satisfactory to the holder of the Warrants, and the successor entity is implemented, it will increase the number of our stockholders who own “odd lot” of fewer than 100a publicly traded corporation whose shares of Common Stock. Brokerage commissions and other costs of transactions in odd lotsStock are generally higher than the costs of transactions of more than 100 shares of Common Stock. Accordingly, the Reverse Stock Split may not achieve the desired results of increasing the marketability of our Common Stock as described above.

Effective Time

The effective time of the Reverse Stock Split (the “Effective Time”), if approved by stockholders and implemented by the Board, will be the date and time set forth in the Certificate of Amendment that is filed with the Secretary of State of State of Delaware, will be determined at the discretion of the Board, and may occur as soon as the business day immediately following the Special Meeting, assuming the stockholders approve the Proposed Reverse Stock Split Amendment. However, the exact timing of the filing of the Certificate of Amendment to effect the Reverse Stock Split will be determined by the Board basedquoted or listed on its evaluation as to when such action will be the most advantageous to the Company and our stockholders, which must occur at any time prior to the first anniversary of its approval by the stockholders.

a national securities exchange. If at any time the Company grants any Purchase Rights (as defined in the Warrants) or makes any distribution of assets pro rata to all or substantially all of the holders of any class of its Common Stock, then the holders of the Warrants will be entitled to acquire the aggregate Purchase Rights or assets which such holder could have acquired if such holder had held the number of shares of the Company’s Common Stock acquirable upon complete exercise of the Warrants held by such holder immediately prior to the filingdate as of which the record holders are to be determined for such grant of purchase rights or distributions. To the extent any such grant of rights or distribution would result in the holders exceeding the maximum percentage described in first paragraph of “Exercise Limitation and Exchange Cap” above, such rights shall be held in abeyance for up to ninety Trading Days.

Notwithstanding the foregoing, at the request of a Holder delivered at any time commencing on the earliest to occur of (x) the public disclosure of any Fundamental Transaction, (y) the consummation of any Fundamental Transaction and (z) the Holder first becoming aware of any Fundamental Transaction through the date that is ninety (90) days after the public disclosure of the Certificateconsummation of Amendmentsuch Fundamental Transaction by the Company pursuant to a Current Report on Form 8-K filed with the SecretarySEC, the Company or a successor entity (as the case may be) shall purchase the Warrant from the Holder on the date of Statesuch request by paying to the Holder cash in an amount equal to the Black Scholes Value (as defined in the Warrants). Payment of State Delaware, notwithstanding stockholder approval, and without further actionsuch amounts shall be made by the stockholders,Company (or at the Company’s direction) to the Holder on or prior to the later of (x) the second (2) Trading Day after the date of such request and (y) the date of consummation of such Fundamental Transaction.

Registration Rights Agreement

In connection with the Private Placement, the Company and the Holders entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company has agreed to file and maintain with the SEC a registration statement for resale of the shares of Common Stock issuable upon conversion of the Convertible Notes, the Additional Convertible Notes (if issued) and exercise of the Warrants.

Placement Agent

FT Global Capital Inc. (“FT Global”) acted as the exclusive placement agent in connection with the offering, and received a cash fee of 8% of the aggregate amount of capital received by the Company in this offering, plus $50,000 in offering related expenses, and placement agent warrants at an initial exercise price of $0.71 per share, to purchase up to that number of shares of common stock equal to 8% of the aggregate number of shares of common stock placed in the offering, subject to adjustment based on the number of shares of common stock issued pursuant to the Notes placed in the offering. If additional Notes are purchased by the Holders under the SPA, FT Global will be entitled to additional placement agent warrants in connection with such additional Notes.

Reasons for Transaction and Effect on Current Stockholders

The Board in its sole discretion, determineshas determined that itthe sale of the Convertible Notes, the Warrants, the Placement Agent Warrants and potentially the Additional Convertible Notes and the issuance of the Securities pursuant to the Convertible Notes, the Warrants, the Placement Agent Warrants and potentially the Additional Convertible Notes, is in the best interests of the Company and its stockholders to delay the filingbecause of the CertificateCompany’s need to obtain additional financing. Further, the payment of Amendment or abandoninterest and principal in shares of Common Stock, and the Reverse Stock Split, the Reverse Stock Split may be delayed or abandoned.

Effectsright of the ReverseHolder to convert the Convertible Notes into shares of Common Stock, Splitwould allow the Company to preserve liquidity for other corporate purposes, including the payment of costs and expenses necessary for the stabilization and expansion of the Company’s operation.

General

AfterThe issuance of the Effective Time,Securities pursuant to the SPA, the Convertible Notes, the Warrants, the Placement Agent Warrants and potentially the Additional Convertible Notes will not affect the rights of the holders of outstanding shares of Common Stock, but such issuances will have a dilutive effect on the existing stockholders, including the voting power and economic rights of the existing stockholders. For example, if approved by stockholders and implemented(i) the Convertible Notes are converted in full (not assuming the purchase of Additional Convertible Notes by the Board, each stockholderInstitutional Investors) at the initial conversion price, (ii) the Warrants are exercised in full at the initial exercise price and (iii) the Placement Agent Warrants are exercised in full at the initial exercise price (not assuming the purchase of additional Convertible Notes by the Institutional Investors), approximately an additional 14,760,000 shares of the Common Stock will own a reducedbe issued. In the event the Institutional Investors purchase all of the Additional Convertible Notes in addition to the Convertible Notes and all of such Convertible Notes and Additional Convertible Notes are converted in full at the initial conversion price, the Warrants are exercised in full at the initial exercise price and all the Placement Agent Warrants are exercised in full assuming the purchase of the Additional Convertible Notes, approximately an additional 21,240,000 shares of the Common Stock will be issued. No assurance can be given that any shares of Common Stock will be issued upon conversion of the Convertible Notes or exercise of the Warrants and Placement Agent Warrants, or that additional shares of Common Stock will not be issued in the event that the conversion price of the Convertible Notes decreases pursuant to the terms of the Convertible Notes, or that the number of shares of Common Stock. The principal effectStock issuable upon the exercise of the Reverse Stock Split will be to proportionately decrease the number of outstanding shares of our Common Stock based on the reverse stock split ratio selected by the Board.

Other than as a result of the treatment of fractional shares as described above, voting rightsWarrants and other rights of the holders of our Common Stock willPlacement Agent Warrants does not be affected by the Reverse Stock Split, and the number of stockholders of record will not be affected by the Reverse Stock Split. If approved and implemented, the Reverse Stock Split may result in some stockholders owning “odd lots” of less than 100 shares of our Common Stock. Odd lot shares may be more

Certain U.S. Federal Income Tax Consequences of the Reverse Stock Split

Certain Federal Income Tax Considerations

The following discussion describes certain material federal income tax considerations relating to the Reverse Stock Split. This discussion is based upon the Internal Revenue Code, existing and proposed regulations thereunder, legislative history, judicial decisions and current administrative rulings and practices, all as amended and in effect on the date hereof. Any of these authorities could be repealed, overruled or modified at any time. Any such change could be retroactive and, accordingly, could cause the tax consequences to vary substantially from the consequences described herein. No ruling from the Internal Revenue Service (the “IRS”) with respect to the matters discussed herein has been requested, and there is no assuranceEach Convertible Note provides that the IRS would agree with the conclusions set forthInstitutional Investor is prohibited from converting a Convertible Note, an Additional Convertible Note if issued and a Warrant and any payments of interest and principal in this discussion.

This discussion may not address certain federal income tax consequences that may be relevant to particular stockholders in light of their personal circumstances or to stockholders who may be subject to special treatment under the federal income tax laws. This discussion also does not address any tax consequences under state, local or foreign laws.

STOCKHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT FOR THEM, INCLUDING THE APPLICABILITY OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX LAWS AND ANY PENDING OR PROPOSED LEGISLATION.

The Reverse Stock Split is intended to be a tax-free recapitalization to the Company and its stockholders, except for those stockholders who receive a whole shareshares of Common Stock will be held in lieu of a fractional share. Stockholders will not recognize any gain or loss for federal income tax purposes as a resultabeyance, to the extent the Institutional Investor would beneficially own more than 4.99% (or 9.99%, if the holder elects the higher threshold) of the Reverse Stock Split, except for those stockholders receiving a whole share of Common Stock in lieu of a fractional share (as described below). The holding period forCompany’s outstanding shares of Common Stock after such conversion or payment. Unlike Nasdaq Rule 5635 and the reverse stock split will includecorresponding provisions of the holding periodSPA, the Convertible Notes and the Warrants, which limit the aggregate number of shares of Common Stock before the reverse stock split, provided that suchCompany may issue to the Institutional Investors, this beneficial ownership limitation limits the number of shares the Institutional Investors may beneficially own at any one time. Consequently, the number of shares of Common Stock are heldthe Holder may beneficially own in compliance with the beneficial ownership limitation may increase over time as a capital asset at the Effective Time. The adjusted basisnumber of theoutstanding shares of Common Stock afterincreases over time. In addition, the reverse stock split will be the same as the adjusted basisInstitutional Investors may sell some or all of the shares of Common Stock beforethey receive under the reverse stock split, excludingConvertible Notes, permitting them to acquire additional shares in compliance with the basis of any fractional share.

A stockholder who receives a whole share of Common Stock in lieu of a fractional share generally may recognize gain in an amountbeneficial ownership limitation. We are not seeking shareholder approval to exceed the excess of the fair market value oflift such whole share over the fair market value of the fractional share to which the stockholder was otherwise entitled.ownership limitation.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE PROPOSED REVERSE STOCK SPLIT AMENDMENT
approval of the ISSUANCE of the SECURITIES

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our common stock as of October 1, 2021February 10, 2022 for: (i) each stockholder known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock; (ii) each of our directors and director nominees; (iii) each of our named executive officers; and (iv) all of our directors and executive officers as a group:

____________

(1)      Pursuant to Rule 13-d-3 under the Securities Exchange Act of 1934, as amended, beneficial ownership of a security consists of sole or shared voting power (including the power to vote or direct the voting) and/or sole or shared investment power (including the power to dispose or direct the disposition) with respect to a security whether through a contract, arrangement, understanding, relationship or otherwise. Unless otherwise indicated, each person indicated above has sole power to vote, or dispose or direct the disposition of all shares beneficially owned.

(2)      Unless as otherwise set forth in the table, the address of each beneficial owner is c/o BIMI International Medical Inc., at 9 Floor, Building 2, Chongqing Corporation Avenue, Yuzhong District, Chongqing, P. R. China,

(3)      The address of Gang Li is No. 7, South Huanghe Road, Huanggu District, Shenyang City, Liaoning Province, P. R. China.

Householding Information

The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This delivery method is referred to as “householding” and can result in cost savings for us. To take advantage of this opportunity, we may deliver a single proxy statement to multiple stockholders who share an address. We will deliver upon oral or written request a separate copy of our proxy statement to any stockholder of a shared address to which a single copy of our proxy statement was delivered. If you prefer to receive separate copies of our proxy statement, either now or in the future, or if you currently are a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy statements for your household, please call us or send your request in writing to us.

Your vote is important.    Please promptly vote your shares of our Common Stock by completing, signing, dating, and returning your proxy card or by Internet or telephone voting as described on your proxy card.

ANNEX A

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
BIMI INTERNATIONAL MEDICAL INC.

________________

Pursuant to Section 228 and 242 of
the General Corporation Law of the
State of Delaware

________________

BIMI INTERNATIONAL MEDICAL INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

FIRST: The first paragraph of Article FOURTH of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows:

“The total number of shares of capital stock that the Corporation is authorized to issue is One Hundred Million (100,000,000) shares of common stock, par value $0.001 per share (the “Common Stock”).”

SECOND: This Certificate of Amendment shall become effective upon filing with the Secretary of State of the State of Delaware.

THIRD: This Certificate of Amendment was duly adopted in accordance with Section 242 of the DGCL. The Board of Directors duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment and directed that the proposed amendments be considered by the stockholders of the Corporation. A special meeting of stockholders of the Corporation was duly called upon notice in accordance with Section 222 of the DGCL and held on [            ], 2021, at which meeting the necessary number of shares were voted in favor of the proposed amendments. The stockholders of the Corporation duly adopted this Certificate of Amendment.

IN WITNESS WHEREOF, the Corporation has caused the Certificate of Amendment to be duly executed in its corporate name as of the [            ] day of [            ], 2021.