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): December 14, 2021
BIMI International Medical Inc. |
(Exact name of registrant as specified in its charter) |
Delaware | 001-34890 | 02-0563302 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
9th Floor, Building 2, Chongqing Corporation Avenue, Yuzhong District Chongqing, P. R. China | 116000 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (8604) 1182209211
Not Applicable |
(Former name or former address, if changed since last report) |
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:
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common stock, $0.001 par value | BIMI | The Nasdaq Stock Market LLC |
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On December 17, 2021, the Company entered into several agreements to amend the stock purchase agreements with respect to the acquisitions of (i) Chaohu Zhongshan Minimally Invasive Hospital; (ii) Wuzhou Qiangsheng Hospital, Suzhou Eurasia Hospital and Yunnan Yuxi MinKang Hospital; and (iii) Chongqing Zhuoda Pharmaceutical Co., Ltd.. These amended agreements (the “December Amendments”) clarified the adjustments for the share price and number of shares to be issued in the event of stock splits or other similar transactions that occur with respect to the Common Stock of the Companyto be issued in connection with the acquisitionsand the waiver of any buy back rights by the other parties to the December Agreements.
The foregoing description of the December Amendments does not purport to be complete and is qualified in its entirety by reference to these Amendments, which are filed as Exhibits 4.1, 4.2 and 4.3 hereto, and are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 14, 2021, Mr. Yongquan Bi resigned as a director and Chairman of the Board of Directors of the Company. Mr. Bi’s decision did not result from any disagreement with the Company relating to its operations, policies or practice.
Item 8.01 Other Events
On December 16, 2021, the board of directors of the Company resolved to implement a reverse stock split of the shares of Common Stock at the ratio of 1-5, pursuant a discretionary authority granted by the stockholders of the Company. The reverse stock split shall become effective upon the filing of an amendment to the Certificate of Incorporation of the Company.
The information in this Current Report on Form 8-K, including Exhibit 99.1, may contain forward-looking statements based on management’s current expectations and projections, which are intended to qualify for the safe harbor of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The statements contained herein that are not historical facts are considered “forward-looking statements.” Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. In particular, statements regarding the efficacy of investment in research and development are examples of such forward-looking statements. The forward-looking statements include risks and uncertainties, including, but not limited to, the effect of political, economic, and market conditions and geopolitical events; legislative and regulatory changes that affect our business; the availability of funds and working capital; the actions and initiatives of current and potential competitors; investor sentiment; and our reputation. The Company not undertake any responsibility to publicly release any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this report. The factors discussed herein are expressed from time to time in the Company’s filings with the Securities and Exchange Commission available at http://www.sec.gov.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
4.1 | Amendment No. 2 to Stock Purchase Agreement dated 17, 2021 | |
4.2 | Amendment No. 2 to Stock Purchase Agreement dated 17, 2021 | |
4.3 | Amendment No. 1 to Stock Purchase Agreement | |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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SIGNATURE
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.
Dated: December 17, 2021 | BIMI International Medical Inc. | |
By: | /s/ Tiewei Song | |
Name: | Tiewei Song | |
Title: | Chief Executive Officer |
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