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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 23, 2022

 

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 23, 2022, Tiewei Song, the Chief Executive Officer, and Xiaoping Wang, the Chief Operating Officer, of BIMI International Medical Inc. (the “Registrant” or the “Company”), provided written performance pledges (the “Performance Pledges”) to the Company, whereby they pledged to use their best efforts to ensure that the aggregate amount of the available cash (excluding cash received as loans or capital infusions or cash held in restricted accounts or otherwise unavailable for unrestricted use for any reason) of Chongqing Bimai Pharmaceutical Technology Group Co., Ltd. (“Chongqing”) and its subsidiaries, which are the key subsidiaries operating the Company’s pharmaceutical and medical devices distribution businesses, as of December 31, 2023 held in bank accounts of financial banking institutions, as audited by the Company’s independent auditors will be not less than $2 million (the “Performance Target”). If the Performance Target is not met by December 31, 2023, Mr. Song will forfeit his unpaid cash salary accrued from October 1, 2021 to September 30, 2022 in the amount of $1 million, and Mr. Wang will forfeit all his unpaid cash salary accrued through the end of 2023 and will return to the Company the 50,000 shares of the Company’s common stock he previously received as salary.

 

The foregoing description of the Performance Pledges does not purport to be complete and is qualified in its entirety by reference to the Performance Pledges, which is filed as Exhibit 4.1 hereto, and is 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 does 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 Statement and Exhibits.

 

Exhibit
No
  Document
4.1   Performance Pledges dated December 23, 2022
104   Cover Page Interactive Data File (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 28, 2022 BIMI International Medical Inc.
     
  By: /s/ Tiewei Song
  Name:  Tiewei Song
  Title: Chief Executive Officer 

 

 

2

 

 

Exhibit 4.1

 

performance pledgeS

 

Tiewei Song, the Chief Executive Officer, and Xiaoping Wang, the Chief Operating Officer, of BIMI International Medical Inc., a company organized under the laws of the state of Delaware, the U.S.A. (the “Company”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby make the following performance pledges to the Company:

 

The Company has continuously provided financial support to all its Chinese subsidiaries, including a recent capital contribution of $2 Million to Chongqing Bimai Pharmaceutical Technology Group Co., Ltd. (“Chongqing”), through the Company’s direct subsidiary, Bimai Pharmaceutical (Chongqing) Co., Ltd., which is Chongqing’s sole shareholder, to be used as working capital by Chongqing and its subsidiaries. To assist the Company in achieving sustainable operations and generating returns for its shareholders, we, as the executives responsible for managing the operations of all the Company’s Chinese subsidiaries, pledge to use our best efforts to help each Chinese subsidiary increase its revenue and achieve profitable operations.

 

Specifically, we pledge to ensure that the aggregate amount of the available cash (excluding cash received as loans or capital infusions or cash held in restricted accounts or otherwise unavailable for unrestricted use for any reason) of Chongqing and its subsidiaries, as of December 31, 2023 held in bank accounts of financial banking institutions, as audited by the Company’s independent auditors will be not less than $2 million (the “Performance Target”).

 

Furthermore,

 

(1)Tiewei Song agrees that:

 

My cash salary for the period from October 1, 2021 to September 30, 2022 in the amount of $1 million will continue to accrue but not be paid, and if the Performance Target is not met by December 31, 2023, I will forfeit such accrued and unpaid salary; and

 

(2)Xiaoping Wang agrees that:

 

Until December 31, 2023, all my salary, consisting of both cash and stock, will continue to accrue but not be paid, and if the Performance Target is not met, I will forfeit all my accrued and unpaid salary through the end of 2023 and will return to the Company the 50,000 shares of the Company’s common stock I previously received as salary.

 

 

 

 

By: /s/ Tiewei Song  
Name:  Tiewei Song  
Date: December 23, 2022  
     
By: /s/ Xiaoping Wang  
Name: Xiaoping Wang  
Date: December 23, 2022