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) February 1, 2024
SHINECO, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-37776 | | 52-2175898 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
T1, South Tower, Jiazhaoye Square Chaoyang District, Beijing, People’s Republic of China | | 100022 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (+86) 10-87227366
(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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 | | | | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported in Item 5.07 below, on February 1, 2024, the stockholders of Shineco, Inc. (the “Company”) approved the Company’s 2024 Equity Incentive Plan (the “2024 Plan”), pursuant to which 10,000,000 shares of the Company’s common stock will be made available for issuance under the 2024 Plan. The 2024 Plan is filed herein as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders of the Company held on February 1, 2024, the Company’s stockholders voted on the matters described below.
| 1. | The Company’s stockholders approved an amendment to the Company’s certificate of incorporation to effect, at the discretion of the Company’s Board of Directors, a reverse stock split of the Company’s common stock at a ratio of not less than 1-fo-2 and not more than 1-for-40, subject to the Board’s authority to abandon such amendment. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: |
| Votes For | | Votes Against | | Votes Withheld |
| | | | | |
| 32,875,379 | | 656,126 | | 4,271 |
| 2. | The Company’s stockholders approved an amendment to the Company’s certificate of incorporation to effect an increase in the number of authorized shares of common stock of the Company to 150,000,000 shares of common stock, par value $0.001 per share. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: |
| Votes For | | Votes Against | | Votes Withheld |
| | | | | |
| 32,806,061 | | 725,244 | | 4,471 |
| 3. | The Company’s stockholder approved the 2024 Equity Incentive Plan. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: |
| Votes For | | Votes Against | | Votes Withheld |
| | | | | |
| 33,203,123 | | 328,014 | | 4,639 |
| 4. | The Company’s stockholders elected seven directors, each to serve until his/her successor is duly elected and qualified at the 2025 Annual Meeting of Stockholders or until his/her earlier resignation or removal. The number of shares that (a) voted for the election of each director, (b) voted against the election of each director, and (c) withheld authority to vote for each director is summarized in the table below: |
| Director Nominee | | Votes For | | Votes Against | | Votes Withheld |
| | | | | | | |
| Mike Zhao | | 33,185,799 | | 189,189 | | 170,788 |
| Sai (Sam) Wang | | 33,185,799 | | 189,189 | | 170,788 |
| Jennifer Zhan | | 33,185,811 | | 189,189 | | 169,783 |
| Jin Liu | | 33,185,811 | | 189,189 | | 104,493 |
| Aamir Ali Quraishi | | 33,252,094 | | 189,189 | | 104,493 |
| Xiqiao Liu | | 33,185,811 | | 189,189 | | 171,276 |
| Hu Li | | 33,185,811 | | 189,189 | | 170,776 |
| 5. | The Company’s stockholders ratified the appointment of Assentsure PAC as the independent registered public accounting firm of the Company for the fiscal year ending June 30, 2024. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: |
| Votes For | | Votes Against | | Votes Withheld |
| | | | | |
| 33,247,050 | | 284,076 | | 4,650 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | | Description |
| | | |
| 10.1 | | 2024 Equity Incentive Plan |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: February 5, 2024 | SHINECO, INC. |
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| | By: | /s/ Jennifer Zhan |
| | Name: | Jennifer Zhan |
| | Title: | Chief Executive Officer |
