UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of April 2022

 

Commission File Number: 001-39137

 

AnPac Bio-Medical Science Co., Ltd.

(Registrant’s name)

 

801 Bixing Street, Bihu County

Lishui, Zhejiang Province 323006

The People’s Republic of China
(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x  Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b) (7): ¨

 

 

 

 

 

Explanatory Note:

 

The Registrant is filing this report on Form 6-K to disclose the entry into three separate investment agreements.

 

Hunan Weitou Investment Agreement

 

On April 4, 2022, AnPac Bio-Medical Science (Shanghai) Co., Ltd., a subsidiary of the Registrant, entered into an Investment Agreement with Hunan Weitou Technology Co., Ltd. (“Hunan Weitou”).

 

Under the terms of the agreement, Hunan Weitou will invest an aggregate of $15 million in the Registrant in five installments of $3 million each 6 months over the next 30 months. The English translation of the agreement is attached hereto as Exhibit 10.1.

 

Shanghai Stonedrop Investment Agreement

 

On April 2, 2022, the Registrant entered into an Investment Agreement with Shanghai Stonedrop Investment Management Center (Limited Partnership) (“Shanghai Stonedrop”).

 

Under the terms of the agreement, Shanghai Stonedrop will invest an aggregate of $15 million in the Registrant in five installments of $3 million each over the next 30 months. The English translation of the agreement is attached hereto as Exhibit 10.2.

 

Chris Chang Yu Investment Agreement

 

On April 7, 2022, the Registrant entered into an Investment Agreement with Dr. Chris Chang Yu, the co-founder of the Registrant.

 

Under the terms of the agreement, Dr. Chris Chang Yu will invest an aggregate of $10 million in the Registrant. Dr. Yu will invest $3 million on September 15, 2022, $3 million on August 15, 2023, and $4 million on December 15, 2023. The agreement is attached hereto as Exhibit 10.3.

 

This agreement has been approved by the Board of Directors (the “Board”) and the Audit Committee of the Board.

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number   Description
Exhibit 10.1   English translation of Investment Agreement by and between Hunan Weitou Technology Ltd.  and AnPac Bio-Medical Science (Shanghai) Co., Ltd.
Exhibit 10.2   English translation of Investment Agreement by and between Shanghai Stonedrop Investment Management  Center (Limited Partnership) and AnPac Bio-Medical Science Co., Ltd.
Exhibit 10.3   Investment Agreement by and between Chris Chang Yu and AnPac Bio-Medical Science Co., Ltd.

 

 

 

 

SIGNATURES

 

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, thereunto duly authorized.

 

    AnPac Bio-Medical Science Co., Ltd.
    (Registrant)
     
Date: April 21, 2022 By: /s/ Dr. Aidong Chen
  Name:    Dr. Aidong Chen
  Title: Chairman of the Board of Directors and Chief Executive Officer

 

 

 

 

 

 

Exhibit 10.1 

 

Agreement of Investment

 

Whereas AnPac Bio-Medical Science (Shanghai) Co., Ltd. (Party A, hereinafter referred to as “Anpac Shanghai”, the registered address: No., 860, Fuping Road, Putuo District, Shanghai) is a subsidiary of the parent company called Anpac Bio-Medical Science Co., Ltd. (stock code: ANPC, hereinafter referred to as “ANPC parent company”), with devotion in the development and industrialization of the bio-medical technology. The Cancer Differentiation Analysis technology (abbreviated as CDA), an early tumor detection technology originally invented by Party A and validated to be cost-effective by the preclinical retrospective control study on hundreds of thousands of cases in combination with cancer detection on health people, is a bit superior to the current traditional technology in terms of the scope, sensitivity and specificity of cancer detection. By stepping up business expansion for its cancer detection products on the market of health management and detection in both China and USA, AnPac is instilling more energy in spurring research, development and marketing of new products in two countries mentioned above.

 

Whereas Hunan Weitou Technology Co., Ltd. (Party B, an investor with abundance of resources and experience in an array of fields, including full understandings of investment risks on the American stock market) is determined to allocate investment into Party A for the purpose of the strategic investment partnership with AnPac after both Party A’s state-of-the-art technology and the trend of development are recognized by Party B.

 

Whereas Anpac Bio-Medical Science Co., Ltd. (“the guarantor”) is Party A’s NASDAQ-listed parent company based in the foreign country.

 

Now therefore, Party A and Party B have agreed upon as follows through the amicable negotiation:

 

1. Party B will allot the private investment at US$ 3000000.00 (USD three million) to ANPC parent company which will distribute seven million two hundred and fifty thousand shares (7.25 million shares) of its stocks to Party B as the consideration.

 

2. Party B will remit the amount of private investment at US$ 3000000.00 (USD three million) to the bank account of ANPC parent company after Party A replaces its CEO/Chairman of the BOD and one director with the counterparts from ANPC parent company as requested by Party B. Upon receiving of all investment amounts, ANPC parent company will provide assistance to Party B in seasoned equity offering of seven million two hundred and fifty thousand shares (7.25 million shares) of its stocks.

 

 

 

 

3. Both Party A and Party B agree that Party B will provide ANPC parent company with the fund of US$ 3000000.00 (USD three million) every six months within thirty months from the receiving date of the first investment amount (“start date”), no later than the first month in the interval of six months from the start date. Where private investment is adopted for financing, the private equity price shall be calculated at 90% of the closing price on the date that the private investment agreement is signed. Other manners of investment shall be determined by the market situation or through the negotiation between Party A and Party B.

 

4. The funds that are financed or invested by Party B may be financed or invested by way of private placement, F1, F3 or purchase of Party A’s products.

 

5. Party A makes the commitment that it, prior to the effective date of the contract, has obtained the consent of the approval authority as specified in the Memorandum of Association of the company.

 

6. Party B will appoint persons as the chairman of the BOD\CEO and two directors at ANPC parent company (BVI company). Party B, as well as board members appointed by Party B at ANPC parent company (BVI company), may not engage in business operation and management of the listed company. In addition to persons mentioned above, Chris Chang Yu, Party A’s former chairman of the BOD, will continue to take charge of all affairs relating to business operation and management (except capital market) of the listed company; other senior executives than the CEO\directors at ANPC parent company (BVI company) will be appointed and dismissed by the former chairman of the BOD who will assume responsibilities for the daily business operation and management of the company, while current managerial teams continue to address affairs pertaining business operation and management of the listed company including the branch, subsidiary, joint venture and company in USA.

 

7. The new board of directors will give respect and support to all regulations and rules made by the current company, endorsing all signed agreements and reorganization, merger and/or acquisition under way (subject to previous public notification). The former chairman of the BOD of the company will take charge of ESOP implementation for the management and employees. The year 2022 and 2023 will witness 1.7 million shares in ESOP pool of the management and teams. In the term of the cooperation relationship with Party B, the stocks in the stock pool are available for transfer in the pool, but may not be sold on the secondary market. In the event of failure to do so, Party B may discontinue the performance of the Agreement, and request Party A for returning Party B’s investment with payment of liquidated damages at 30% thereof.

 

 

 

 

8. The refunds, liquidated damages and penalties made by Party A in any manner shall be limited to the direct investment (private placement, or purchase of Party A’s products) that is made by Party B, with no relation to financing amounts that involve Party B in any manner.

 

9. Ruoou Ying is appointed as the contact person for Party A’s fulfillment of the Agreement. The designated mailing address is: No. 860, Fuping Road, Shanghai. The designated contact phone number is: 18217058921.

 

10. Whether orally or in writing, any notification or correspondence sent by Party B according to the contact information designated by Party A shall take legal effect on the date of delivery. Where Party A desires to change the contact information, it shall send the written notification to Party B for approval in advance.

 

11. Given that juristic service like judicial service is based on the receiving address confirmed by Party A in the Agreement, the designated contact address and phone number as confirmed in the Agreement shall also be used as the confirmed address for Party A’s litigation.

 

12. Both Party A and Party B shall rigidly keep the context of the Agreement as confidential information which may not be released or presented to a third party other than contractual parties, except when it is to be disclosed in accordance with administrative regulations and judicial requirements regarding securities trading.

 

13. Any trading and investment referred to in the Agreement have been approved by the board of directors of Party A through all required processed specified in the Memorandum of Association of the company. Party A makes the commitment and warranty that in the event of the contract invalidation caused by Party A’s failure in performance of processes, it will take all liabilities for indemnification, unconditionally refund Party B’s investment for this contract, and pay liquidated damages at 10% thereof. ANPC parent company assumes the responsibility for joint guarantee in connection with responsibilities, indemnification obligations, and appropriate breach liabilities that shall be taken by Party A under the Agreement. Party A’s warranty shall be valid for two years from the date on which Party A shall perform obligations.

 

 

 

 

14. Those matters that are unmentioned in the Agreement could be clearly specified in a written supplementary agreement entered into by and between the two parties through the negotiation. Where the negotiation fails, both parties agree to file a lawsuit to the people’s court with the jurisdiction in the locality where Party B is sited.

 

15. The Agreement is in quadruplicate, each two of which are respectively held by Party A and Party B with equal legal effects.

 

(REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.)

 

Signature Page:

 

 

 

 

For

Party A:

Date: April 4, 2022

 

For

Party B:

Date: April 4, 2022

 

For

Guarantor:

Date: April 4, 2022

 

 

 

 

Exhibit 10.2

 

Investment Agreement

 

(April 2, 2022)

 

Party A is a Nasdaq publically traded company AnPac Bio-Medical Science Co., Ltd., along with its subsidiaries including AnPac Bio-Medical Science (Shanghai) Co., Ltd. (“AnPac Bio”), whose innovative product named Cancer Differentiation Analysis Technology (CDA) has been validated on hundreds of thousands of samples, including multiple retrospective clinical studies, which have been proven that CDA technology’s cost of effectiveness, number of cancer types, and sensitivity and specificity are more superior than those of traditional methods. AnPac Bio is accelerating development and commercialization of its cancer testing products in China and US.

 

Party B is Stonedrop Investment Management (Shanghai) Co., Ltd. (上海石滴投资管理有限公司), an early investor of Party A and a Chinese strategic investment firm with significant resources and experience in a broad range of fields, including finance, investments, and capital market. It also fully understands the level of risks in capital market. It recognizes advantages of AnPac Bio’s technology and its future development. It has decided to invest in AnPac Bio and enter into strategic collaborations with AnPac Bio.

 

 

After extensive negotiations, both parties have agreed to the following investment terms:

 

1. Party B will invest USD $3 M in AnPac Bio shares via private equity investment. Accordingly, AnPac Bio will issue 7,250,000 shares to Party B. This closing shall happen within 45 days from the date of signing this agreement.

 

2. After Party A has received $3 M, Party A shall start paper work required for issuing shares to Party B for the $3 M investment.

 

3. Both parties agree that in the 30 months following receiving the first investment fund from Party B, Party B shall invest $3 M to Party A in every 6 months, for a total investment amount of $15 M (including the first $3 M stated in provision 1). 4. The fund installment shall be at the first month of every 6 months.

 

5. If the investment is in the form of private equity, it shall be 90% of the share closing price on the date of signing of the investment agreement. If it is in other forms, both parties shall negotiate the share purchasing price.

 

6. Party B’s investment shall use private equity, F1, or F3.

 

7. Party B shall respect and support existing company’s policies and rules, existing company’s signed agreements, and on-going major activities (based on publically announced press releases).

 

8. Party A’s founder, Chris Chang Yu, shall be responsible for specific ESOP (the ESOP pool has been approved by the board) share allocations to managers and employees. For 2022 and 2023, the approved ESOP pool has 1.7 M shares.

 

 

9. Party A’s contact person for this agreement is Miss Lisa Ying.

 

Contact phone number: 18217058921.

 

Mailing address:

 

Number 860 Fu Ping Road

 

Shanghai

 

China

 

10. Any verbal, written notifications and letters sent by Party B to Party A based on the contact information provided by Party A shall carry legal effects from the date of communication/mailing. If Party A wishes to change contact information, Party A shall notify Party B by writing.

 

11. Both parties shall keep contents of this agreement strictly confidential and they must not be disclosed to any third party, except the disclosure of this agreement is required by security administration and court due to compliance reasons.

 

12. For any aspects not defined in this agreement, both parties shall negotiate and sign supplemental agreement. If negotiations still cannot resolve difference between the two parties, both parties agree that judicial actions can be taken at the court which has jurisdiction over Party B’s registered area.

 

13. This agreement shall have four signed copies, with each party given two original signed copies.

 

 

Party A: Party B:  
     
Authorized Person: Authorized Person:  
     
Date:April 2, 2022 Date:April 2, 2022  

 

 

 

Exhibit 10.3

 

Investment Agreement

 

(April 7, 2022)

 

Party A is a Nasdaq publically traded company AnPac Bio-Medical Science Co., Ltd., along with its subsidiaries including AnPac Bio-Medical Science (Shanghai) Co., Ltd. (“AnPac Bio”), whose innovative product named Cancer Differentiation Analysis Technology (CDA) has been validated on hundreds of thousands of samples, including multiple retrospective clinical studies, which have been proven that CDA technology’s cost of effectiveness, number of cancer types, and sensitivity and specificity are more superior than those of traditional methods. AnPac Bio is accelerating development and commercialization of its cancer testing products in China and US.

 

Party B is Chris Chang Yu, co-founder of AnPac Bio, who is very familiar with and truly understands AnPac Bio, and realizes the risks of investing in capital market.

 

 

 

 

After negotiations, both parties have agreed to the following investment terms:

 

1. Party B will invest a total of USD $10 M in Party A in three installments with investment date and amount of $3 M on September 15, 2022, $3 M on August 15, 2023, and $4 M on December 15, 2023.

 

2. The investment shall be in the form of private equity investment.

 

3. The purchase prices for the three investment installments shall be 90% of the average closing share price of the first five trading days in (a) September, 2022 for the for first investment installment, (b) August, 2023, and (c) December, 2023.

 

4. Within 7 days after Party A has received each investment installment, Party A shall start paper work required for issuing shares to Party B.

 

5. Party A’s contact person for this agreement is Miss Lisa Ying.

 

Contact phone number: 18217058921.

 

Mailing address:

 

Number 860 Fu Ping Road

 

Shanghai

 

China

 

6. Any verbal, written notifications and letters sent by Party B to Party A based on the contact information provided by Party A shall carry legal effects from the date of communication/mailing. If Party A wishes to change contact information, Party A shall notify Party B by writing.

 

7. This agreement has been approved by the board and audit committee of Party A.

 

8.  Both parties shall keep contents of this agreement strictly confidential and they must not be disclosed to any third party, except the disclosure of this agreement is required by security administration and court due to compliance reasons.

 

9.  For any aspects not defined in this agreement, both parties shall negotiate and sign supplemental agreement. If negotiations still cannot resolve difference between the two parties, both parties agree that judicial actions can be taken at the court which has jurisdiction over Party B’s registered area.

 

10. This agreement shall have four signed copies, with each party given two original signed copies.

 

 

 

 

Party A:   Party B:Chris Chang Yu

 

AnPac Bio-Medical Science Co., Ltd

 

Authorized Person:   Authorized Person:
     
 

 

Title: Director   
    
Date:April 7, 2022  Date:April 7, 2022