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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): December 14, 2021

 

BIMI International Medical Inc.
(Exact name of registrant as specified in its charter)

 

Delaware   001-34890   02-0563302
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

9th Floor, Building 2, Chongqing Corporation Avenue,
Yuzhong District Chongqing, P. R. China
  116000
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (8604) 1182209211

 

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:

 

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))

 

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 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 1.01 Entry into a Material Definitive Agreement.

 

On December 17, 2021, the Company entered into several agreements to amend the stock purchase agreements with respect to the acquisitions of (i) Chaohu Zhongshan Minimally Invasive Hospital; (ii) Wuzhou Qiangsheng Hospital, Suzhou Eurasia Hospital and Yunnan Yuxi MinKang Hospital; and (iii) Chongqing Zhuoda Pharmaceutical Co., Ltd.. These amended agreements (the “December Amendments”) clarified the adjustments for the share price and number of shares to be issued in the event of stock splits or other similar transactions that occur with respect to the Common Stock of the Companyto be issued in connection with the acquisitionsand the waiver of any buy back rights by the other parties to the December Agreements.

 

The foregoing description of the December Amendments does not purport to be complete and is qualified in its entirety by reference to these Amendments, which are filed as Exhibits 4.1, 4.2 and 4.3 hereto, and are incorporated herein by reference.

  

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 14, 2021, Mr. Yongquan Bi resigned as a director and Chairman of the Board of Directors of the Company. Mr. Bi’s decision did not result from any disagreement with the Company relating to its operations, policies or practice.

 

Item 8.01 Other Events

 

On December 16, 2021, the board of directors of the Company resolved to implement a reverse stock split of the shares of Common Stock at the ratio of 1-5, pursuant a discretionary authority granted by the stockholders of the Company. The reverse stock split shall become effective upon the filing of an amendment to the Certificate of Incorporation of the Company.

  

The information in this Current Report on Form 8-K, including Exhibit 99.1, 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 Company 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 Company’s filings with the Securities and Exchange Commission available at http://www.sec.gov.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
4.1   Amendment No. 2 to Stock Purchase Agreement dated 17, 2021
4.2   Amendment No. 2 to Stock Purchase Agreement dated 17, 2021
4.3   Amendment No. 1 to Stock Purchase Agreement 
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

  

 

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 hereunto duly authorized.

 

Dated: December 17, 2021 BIMI International Medical Inc.
     
  By: /s/ Tiewei Song
  Name: Tiewei Song
  Title: Chief Executive Officer 

 

 

2

 

 

Exhibit 4.1

 

AMENDMENT No. 2 to stock purchase AGREEMENT

 

This Amendment No. 2 to Stock Purchase Agreement (this “Agreement”) is made and entered into as of December 17, 2021 by and among BIMI INTERNATIONAL MEDICAL INC., a company organized under the laws of the state of Delaware, the U.S.A. (“Parent”), BIMAI PHARMACEUTICAL (CHONGQING) CO., LTD., a company organized under the laws of the PRC (“Buyer”), WUZHOU QIANGSHENG HOSPITAL CO., LTD., a company organized under the laws of the PRC ( “Qiangsheng”), SUZHOU EURASIA HOSPITAL CO., LTD., a company organized under the laws of the PRC (“Eurasia”), YUNAN YUXI MINKANG HOSPITAL CO., LTD., a company organized under the laws of the PRC (“Minkang”), Mr. JIANGJIN SHEN, an individual residing in the PRC (“Jiangjin”), and Mr. ZHIWEI SHEN, an individual residing in the PRC (“Zhiwei”). Jiangjin and Zhiwei are herein collectively as the “Sellers.” Each of the parties named above may be referred to herein as a “Party” and collectively as the “Parties.”

 

RECITALS

 

WHEREAS, Parties are parties to that certain Stock Purchase Agreement dated as of April 9, 2021, as amended on April 16, 2021 (the “Original Agreement”), where Buyer agreed to purchase all the issued and outstanding shares of capital stock in Qiangsheng, Eurasia and Minkang Shares from Sellers;

 

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

 

WHEREAS, pursuant to Section 13.7 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.

 

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

 

(1) Addition of Sections.

 

A new section 13.10 (d) is hereby added as follows:

 

“(d) “Each and every reference to share prices, numbers of shares and any other numbers in this Agreement that relate to the Parent Shares shall be automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Parent Shares after the date of this Agreement. ”

 

 

 

 

A new section 2.6 (e) is hereby added as follows:

 

“(e) For the avoidance of doubt, the parties hereto acknowledge that regardless of the determination or the status of the payments set forth in this Section 2, no buy back, claw back or any other right which would allow the Sellers to have a portion or the entirety of the Shares returned to them is contemplated hereunder. ”

 

(2) 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.

 

(3) 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.

 

3. 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.

 

4. 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.

 

5. 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.

 

6. 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)

 

2

 

 

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

 

BUYER:  
     
BIMAI PHARMACEUTICAL (CHONGQING) CO., LTD.
 
By: /s/ Xiaoping Wang  
Name: Xiaoping Wang                 
Title: CEO  

 

PARENT:
 
BIMI INTERNATIONAL MEDICAL INC.
 
By: /s/ Tiewei Song  
Name: Tiewei Song                  
Title: CEO  

 

SELLERS:  
   
JIANGJIN SHEN  
   
By: /s/ Jiangjin Shen
Name: Jiangjin Shen  
Address:  No. 214-1, Xihuang Village, Donghai County, Chengxiang District, Putian City, Fujian Province, PRC

 

ZHIWEI SHEN  
   
By: /s/ Zhiwei Shen  
Name: Zhiwei Shen  
Address:  No. 214, Xihuang Village, Donghai County, Chengxiang District, Putian City, Fujian Province, PRC 

 

Acquired COMPANIES:  
     
WUZHOU QIANGSHENG HOSPITAL CO., LTD.  
     
By: /s/Zhiwei Shen  
Name: Zhiwei Shen  
Title: Chairman of the Board  

 

SUZHOU EURASIA HOSPITAL CO., LTD.  
   
By: /s/ Jiangjin Shen  
Name: Jiangjin Shen  
Title: Chairman of the Board  

 

YUNAN YUXI MINKANG HOSPITAL CO., LTD.  
   
By: /s/Jiangjin Shen  
Name:  Jiangjin Shen  
Title: Chairman of the Board

 

 

3

 

 

Exhibit 4.2

 

AMENDMENT No. 2 to Stock purchase AGREEMENT

 

This Amendment No. 2 to Stock Purchase Agreement (this “Agreement”) is made and entered into as of December 17, 2021 by and among BIMI 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, as amended on April 6, 2021 (the “Original Agreement”), where Buyer purchased all the issued and outstanding shares of capital stock of Zhongshan from Seller;

 

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.

 

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

 

(1) Addition of Sections.

 

A new section 12.10 (d) is hereby added as follows:

 

“(d) Each and every reference to share prices, numbers of shares and any other numbers in this Agreement that relate to the Buyer Shares shall be automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Buyer Shares after the date of this Agreement. ”

 

A new section 2.6 (e) is hereby added as follows:

 

“(e) For the avoidance of doubt, the parties hereto acknowledge that regardless of the determination or the status of the payments set forth in this Section 2, no buy back, claw back or any other right which would allow the Seller to have a portion or the entirety of the Shares returned to him is contemplated hereunder. ”

 

 

 

 

(2) 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.

 

(3) 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.

 

3. 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.

 

4. 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.

 

5. 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.

 

6. 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)

 

2

 

 

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

 

BUYER:  
     
BIMII INTERNATIONAL MEDICAL INC.  
     
By: /s/ Tiewei Song  
Name: Tiewei Song  
Title: CEO  
     
SELLER:  
     
Yu xiang  
     
By: /s/Yu Xiang  
Name: Yu Xiang  
     
ZHONGSHAN:  
     
CHAOHU ZHONGSHAN MINIMALLY INVASIVE HOSPITAL
     
By: /s/Yu Xiang  
Name: Yu Xiang  
Title: Chairman  

 

 

3

 

Exhibit 4.3

 

AMENDMENT No. 1 to Stock Purchase AGREEMENT

 

This Amendment No. 1 Stock Purchase Agreement (this “Agreement”) is made and entered into as of 17, 2021 by and among BIMI INTERNATIONAL MEDICAL INC. (“Parent”), CHONGQING GUANZAN TECHNOLOGY CO., LTD. (“Buyer”), CHONGQING ZHUODA PHARMACEUTICAL CO., LTD. (“Zhuoda”), XIAOLIN LIU (“Liu”), XUSEN HE (“He”) and DONG ZHANG (“Zhang”, together with Liu and He, “Sellers”). Each of the parties named above may be referred to herein as a “Party” and collectively as the “Parties.”

 

RECITALS

 

WHEREAS, Parties are parties to that certain Stock Purchase Agreement dated as of September 10, 2021 (the “Original Agreement”), where Buyer agreed to purchase all the issued and outstanding shares of capital stock in Zhuoda from Sellers;

 

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

 

WHEREAS, pursuant to Section 13.7 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.

 

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

 

(1) Addition of Section. A new section 2.6 (c) is hereby added as follows:

 

“(c) For the avoidance of doubt, the parties hereto acknowledge that regardless of the determination or the status of the payments set forth in this Section 2, no buy back, claw back or any other right which would allow the Sellers to have a portion or the entirety of the Shares returned to them is contemplated hereunder. ”

 

(2) 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.

 

(3) 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.

 

3. 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.

 

4. 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.

 

5. 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.

 

6. 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:  
   
Chongqing Guanzan Technology Co., Ltd.  
   
By:   /s/ Xiaoping Wang  
Name: Xiaoping Wang  
Title: CEO  
     
PARENT:  
   
BIMI INTERNATIONAL MEDICAL INC.  
   
By: /s/ Tiewei Song  
Name: Tiewei Song  
Title: CEO  

 

SELLERS:
   
XIAOLIN LIU  
   
By: /s/ Xiaolin Liu  
Name: Xiaolin Liu  
Address:  14-2, Unit 1, No. 110 Qing Yang Gong, Wanzhou District, Chongqing, PRC

 

XUSEN HE  
   
By: /s/ Xusen He  
Name: Xusen He  
Address:  27-5, Tower B, Xin Shui An, Fengshou Community, Beibin Road, Wanzhou District, Chongqing, PRC

 

DONG ZHANG  
   
By: /s/ Dong Zhang  
Name: Dong Zhang  
Address:  27-5, Tower B, Xin Shui An, Fengshou Community, Beibin Road, Wanzhou District, Chongqing, PRC

 

COMPANY:  
   
Chongqing zhuoda pharmaceutical co., ltd.
   
By: /s/ Xiaolin Liu  
Name: Xiaolin Liu  
Title: Chairman of the Board  

 

Third party beneficiaries:  
   
Ye Zhang  
Only as to the Third Party Beneficiary Provisions  
   
By: /s/ Ye Zhang  
Name: Ye Zhang  
Address:  No. 1 Gao Wang Road, Re Gao Le City, Building No. 15, Wang Hua District, Fu Shun City, Liaoning Province, PRC

 

Bo Wang  
Only as to the Third Party Beneficiary Provisions  
   
By: /s/ Bo Wang  
Name: Bo Wang  
Address:  No. 1 Gao Wang Road, Re Gao Le City, Building No. 15, Wang Hua District, Fu Shun City, Liaoning Province, PRC