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

 

June 15, 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)

 

(86) 0411 8220 9211
(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   NASDAQ Stock Market

 

 

 

 

 

 

Item 5.07 — Submission of Matters to a Vote of Security Holders

 

At the Registrant’s annual meeting of shareholders held on June 15, 2021, the shareholders (“Shareholders”) of the Registrant entitled to vote at the meeting voted to (i) elect the seven nominees named in the proxy statement (the “Proxy Statement”) to serve as directors of the Registrant until the next annual meeting of shareholders and until their respective successors have been duly elected and qualified; (ii) approve an amendment to the Registrant’s Certificate of Incorporation to change the name of the Registrant to BIMI International Medical Inc.; (iii) approve, in accordance with Nasdaq Marketplace Rule 5635, the issuance of the Registrant’s securities as set forth in proposal three in the Proxy Statement; (iv) approve, in accordance with Nasdaq Marketplace Rule 5635, the issuance of the Registrant’s securities as set forth in proposal four in the Proxy Statement; (v) approve, on an advisory basis, the compensation of the Registrant’s executive officers named in the Proxy Statement; and (vi) ratify the appointment of Audit Alliance LLP as the Registrant’s independent registered public accounting firm for the year ending December 31, 2021.

 

1. The votes cast by Shareholders with respect to the election of directors were as follows:

  

    For     Against/Withheld     Broker
Non-Votes 		 
Yongquan Bi     11,947,040       2,704,237       2,424,443  
Tiewei Song     13,846,449       804,828       2,424,443  
Xiaoping Wang     13,846,349       804,928       2,424,443  
Mia Kuang Ching     13,841,386       809,891       2,424,443  
Ju Li     14,641,386       3,509,301       2,424,443  
Fengsheng Tan     11,141,976       32,920       2,424,443  
Jianxin (Jason) Wang     13,842,516       808,761       2,424,443  

 

2. The votes cast by Shareholders with respect to the change of the name of the Registrant were as follows:

 

For     Against/Withheld     Abstain     Broker
Non-Votes 		 
  13,850,171       801,102       4       2,424,443  

 

3. The votes cast by Shareholders with respect to the issuance of shares of the Registrant’s securities in accordance with Nasdaq Marketplace Rule 5635 as set forth in proposal three in the Proxy Statement were as follows:

 

For     Against/Withheld     Abstain     Broker
Non-Votes 		 
  13,834,006       816,770       501       2,424,443  

 

4. The votes cast by Shareholders with respect to the issuance of shares of the Registrant’s securities in accordance with Nasdaq Marketplace Rule 5635 as set forth in proposal four in the Proxy Statement were as follows:

 

For     Against/Withheld     Abstain     Broker
Non-Votes 		 
  13,830,795       817,854       2,628       2,424,443  

 

5. The votes cast by Shareholders with respect to the non-binding advisory vote approving named executive officer compensation were as follows:

 

For     Against/Withheld     Abstain     Broker
Non-Votes 		 
  13,821,925       825,330       4,022       2,424,443  

 

  1  

 

 

6. The votes cast by Shareholders with respect to the ratification of the selection of Audit Alliance LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2021 were as follows:

 

For     Against/Withheld     Abstain     Broker
Non-Votes 		 
  13,821,925       825,330       4,022       2,424,443  

 

On June 16, 2021, the Registrant issued a press release announcing the shareholder approval of the above six proposals. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

The information under this Item 5.07, including Exhibit 99.1, is deemed “furnished” and not “filed” under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits  

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release dated June 16, 2021

 

  2  

 

 

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: June 16, 2021 BOQI International Medical Inc.
  (Registrant)
     
  By:   /s/ Tiewei Song
    Tiewei Song
    Chief Executive Officer

 

 

3

 

 

 

 

Exhibit 99.1

 

BOQI International Medical Inc. Announces Results of 2021 Annual General Meeting of Stockholders

 

NEW YORK, June 15, 2021 (GLOBE NEWSWIRE) -- BOQI International Medical Inc. (NASDAQ: BIMI) (“BIMI” or the “Company”), a leading healthcare products and services provider in China, today announced the results of the Company’s 2021 Annual General Meeting of Stockholders (the “Annual Meeting”) held on June 15, 2021 at 9:00 a.m. (Beijing Time), at Yuzhou Hotel, 168 Yuzhou Road, Yuzhong District, Chongqing, China.

 

At the Annual Meeting, BOQI International Medical Inc.:

 

1. Elected the seven nominees named in the accompanying proxy statement to serve as directors of the Company until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified;

 

2.  Approved an amendment to the Company’s Certificate of Incorporation to change the name of the Company to BIMI International Medical Inc.;

 

3. Approved, in accordance with Nasdaq Marketplace Rule 5635, the issuance of shares of the Company’s common stock upon the (i) conversion of $3.3 million of newly issued senior secured convertible notes sold to two institutional investors (the “Institutional Investors”) on February 28, 2021; (ii) exercise of warrants to purchase of up to 760,000 shares of the Company’s common stock issued to the Institutional Investors; and (iii) exercise of warrants to initially purchase 173,745 shares of the Company’s common stock, subject to increase, issued to the placement agent for the private placement of the senior secured convertible notes and warrants to the Institutional Investors;

 

4. Approved, in accordance with Nasdaq Marketplace Rule 5635, the issuance of 4,600,000 shares of the Company’s common stock to the seller of Chongqing Guanzan Technology Co., Ltd (or her designated assignee(s)), as payment of the balance of the post-closing consideration;

 

5. Approved, on an advisory basis, the compensation of the Company’s executive officers named in the accompanying proxy statement;

 

6. Ratified the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.

 

About BOQI International Medical Inc.

 

BOQI International Medical Inc. was founded in 2006. The Company is now exclusively a healthcare products and provider, offering a broad range of healthcare products and related services and operates two private hospitals in China. For more information, please visit www.usbimi.com.

 

Safe Harbor Statement

 

Certain matters discussed in this news release are forward-looking statements that involve a number of risks and uncertainties including, but not limited to, the Company’s ability to achieve profitable operations, its ability to continue to operate as a going concern, its ability to continue to meet NASDAQ continued listing requirements, the effects of the spread of COVID-19, the demand for the Company’s products and services in the People’s Republic of China, general economic conditions and other risk factors detailed in the Company’s annual report and other filings with the United States Securities and Exchange Commission.

 

Investor Relations Contact:

 

Janice Wang

 

EverGreen Consulting Inc.

 

Email: IR@changqingconsulting.com

 

Phone: +1 571-464-9470 (from U.S.)

 

+86 13811768559 (from China)