BOQI International Medical, Inc. (Form: 8-K, Received: 04/12/2021 06:06:21)

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

April 6, 2021

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
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Room 3601, Building A, Harbour View Place, No. 2 Wuwu Road,
Zhongshan District, Dalian, Liaoning Province, P. R. China, 116000

(Address of principal executive offices and zip code)

(8604) 1182209211

(Registrant’s telephone number, including area code)

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 (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 1.01 Entry into a Material Definitive Agreement.

On April 6, 2021, the Registrant entered into an Amendment Agreement (the “Guoyitang Amendment”) to amend the Stock Purchase Agreement (the “Original Guoyitang SPA”) dated as of December 7, 2020 by and among the Registrant, Chongqing Guoyitang Hospital Co., Ltd., a company organized under the laws of the People’s Republic of China (the “PRC”), Jia Song, a citizen of the PRC and Nanfang Xiao, citizen of the PRC, whereby the Original Guoyitang SPA was amended to replace each reference to “Gross Profit” with a reference to “Net Profit.”

On April 6, 2021, the Registrant entered into an Amendment Agreement (the “Zhongshan Amendment”) to amend the Stock Purchase Agreement (the “Original Zhongshan SPA”) dated as of December 15, 2020 by and among the Registrant, Chaohu Zhongshan Minimally Invasive Hospital, a company organized under the laws of the PRC and Mr. Yu Xiang, a citizen of the PRC, whereby the Original Zhongshan SPA was amended to replace each reference to “Gross Profit” with a reference to “Net Profit.”

The foregoing description of the Guoyitang Amendment and the Zhonghshan Amendment does not purport to be complete and is qualified in its entirety by references to the Guoyitang Amendment and the Zhonghshan Amendment, respectively, which are filed as Exhibits 4.1 and 4.2 hereto, and are incorporated herein by reference.

The information in this Current Report on Form 8-K 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 Registrant 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 Registrant’s filings with the Securities and Exchange Commission available at http://www.sec.gov.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit		Description

4.1		Amendment Agreement dated April 6, 2021
4.2		Amendment Agreement dated April 6, 2021

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: April 12, 2021	BOQI International Medical Inc.
	(Registrant)

	By:	/s/ Tiewei Song
		Tiewei Song
		Chief Executive Officer

Exhibit 4.1

AMENDMENT AGREEMENT

This Amendment Agreement (this “Agreement”) is made and entered into as of April 6, 2021 by and among BOQI INTERNATIONAL MEDICAL INC., a company organized under the laws of the state of Delaware (“Buyer”), CHONGQING GUOYITANG HOSPITAL CO., LTD., a company organized under the laws of the PRC (“Guoyitang”), Jia Song, an individual residing in the PRC (“Song”), and Nanfang Xiao, an individual residing in the PRC (“Xiao”, together with Song, “Sellers”). Each of the parties named above may be referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Buyer, Sellers and Guoyitang are parties to that certain Stock Purchase Agreement dated as of December 7, 2020 (the “Original Agreement”), where Buyer purchased all the issued and outstanding shares of capital stock of Guoyitang from Sellers;

WHEREAS, the Parties desire to amend certain terms and conditions of the Original Agreement with respect to certain definitions;

WHEREAS, pursuant to Section 12.7 of the Original Agreement, amendments to the Original Agreement shall be in writing and shall require the written consent of all parties involved; and

WHEREAS, the undersigned constitute all parties to the Original Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Defined Terms. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Agreement.

3. Amendment. The Parties hereby agree to amend the Original Agreement (as amended by this Agreement, the “Amended Agreement”) as follows:

(1) Addition of Definition. A new definition is hereby added to Section 1 of the Original Agreement to read as follows:

“ “Net Profit” with respect to any period, the Revenue less the aggregate amount of the costs of goods sold, operating expenses, interests expenses, depreciation, amortization, taxes and any other expenses of the Company during such period, calculated in accordance with generally accepted accounting principles in the U.S.A.”

(2) Deletion of Definition. The definition of Gross Profit is hereby deleted from Section 1 of the Original Agreement in its entirely.

(3) Replacement of Terms. The Original Agreement shall be amended, mutatis mutandis, to replace each reference to “Gross Profit” with a reference to “Net Profit.”

(4) Reference to and Effect on the Original Agreement. On or after the date hereof, each reference in the Original Agreement to “this Agreement,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Original Agreement as amended hereby. No reference to this Agreement need be made in any instrument or document at any time referring to the Original Agreement, a reference to the Original Agreement in any of such to be deemed a reference to the Amended Agreement.

(5) No Other Amendments. Except as set forth herein, the Original Agreement shall remain in full force and effect in accordance with its terms, which such terms are hereby ratified and confirmed and remain in full force and effect.

4. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

5. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

6. Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights of obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York without regard to its choice of laws principles. Any unresolved controversy or claim arising out of this Agreement will be governed in accordance with the provisions of the Original Agreement.

7. Representation by Counsel. Each of the parties hereto has been represented or has had the opportunity to be represented by legal counsel of their own choice.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

BUYER:

BOQI INTERNATIONAL MEDICAL INC.

By:	/s/ Tiewei Song
Name:	Tiewei Song
Title:	CEO

SELLERS:

Jia Song

By:	/s/ Jia Song
Name:	Jia Song

Nanfang Xiao

By:	/s/ Nanfang Xiao
Name:	Nanfang Xiao

GUOYITANG:

Chongqing GUoyitang Hospital Co., Ltd.

By:	/s/ Nanfang Xiao
Name:	Nanfang Xiao
Title:	General Manager

Exhibit 4.2

AMENDMENT AGREEMENT

This Amendment Agreement (this “Agreement”) is made and entered into as of April 6, 2021 by and among BOQI INTERNATIONAL MEDICAL INC., a company organized under the laws of the state of Delaware (“Buyer”), CHAOHU ZHONGSHAN MINIMALLY INVASIVE HOSPITAL, a company organized under the laws of the PRC (“Zhongshan”) and Mr. Yu Xiang, a citizen of the PRC ( “Seller”). Each of the parties named above may be referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Buyer, Seller and Zhongshan are parties to that certain Stock Purchase Agreement dated as of December 15, 2020 (the “Original Agreement”), where Buyer purchased all the issued and outstanding shares of capital stock of Zhongshan from Seller;