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
December 16, 2019
Date of Report
(Date of earliest event reported)
BOQI INTERNATIONAL MEDICAL INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-50155 | 02-0563302 | ||
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(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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Room 3601, Building A, Harbour View Place, No. 2 Wuwu Road, Zhongshan District, Dalian, Liaoning Province, P. R. China, 116000 |
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| (Address of principal executive offices and zip code) | ||||
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(8604) 1182209211 |
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(Registrant’s telephone number, including area code)
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| N/A | ||||
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(Former name or former address, if changed since last report)
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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 (see General Instruction A.2. below):
| ☐ | 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)) |
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. ☐
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 Capital Market |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 15, 2019, the shareholders of NF Energy Saving Corporation (the "Company") approved an amendment to the Company’s certificate of incorporation to change the Company’s name from NF Energy Saving Corporation to BOQI International Medical Inc.
Accordingly, on December 16, 2019, the Company filed a Certificate of Amendment to the Company’s certificate of incorporation (the “Amendment”) with the Secretary of State of the State of Delaware.
A copy of the Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The bylaws of the Company have also been updated with the new name.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The exhibit to this Current Report on Form 8-K is listed in the “Exhibit Index” which is contained herein and incorporated herein by reference.
Exhibit Index
|
Exhibit Number |
Description of Exhibit | |
| 3.1 |
1
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 thereunto duly authorized.
| Date: December 18, 2019 | BOQI International Medical Inc. | |
| (Registrant) | ||
| By: | /s/ Tiewei Song | |
| Tiewei Song | ||
| Chief Executive Officer | ||
2
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
NF ENERGY SAVING CORPORATION
NF ENERGY SAVING CORPORATION (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
| 1. | The name of the Corporation is NF Energy Saving Corporation. The Certificate of Incorporation (the “Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware on October 31, 2000 under the name Galli Process, Inc. |
| 2. | The stockholders of the Corporation, at an annual meeting duly convened and held on November 15, 2019, adopted resolutions proposing and declaring it advisable and in the best interests of the Corporation that ARTICLE FIRST of the Certificate of Incorporation be amended and restated in its entirety as follows: |
“FIRST. The name of this corporation shall be: “BOQI International Medical Inc.”
| 3. | This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
| 4. | All other provisions of the Certificate of Incorporation shall remain in full force and effect. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Tiewei Song, its President and Chief Executive Officer, on this 16th day of December, 2019.
| NF ENERGY SAVING CORPORATION | |
| /s/ Tiewei Song | |
| By: Tiewei Song | |
| Its: President and Chief Executive Officer |