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 AND EXCHANGE ACT OF 1934

 

Date of report (date of earliest event reported): August 11, 2020

 

SHINECO, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-37776   52-2175898

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

Room 1001, Building T5,

DaZu Square, Daxing District,

Beijing, People’s Republic of China

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (+86) 10-87227366

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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   TYHT   NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405 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).

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 3.03 Material Modifications to Rights of Security Holders

 

The information discussed in Item 5.03 of this Form 8-K is incorporated herein by reference in its entirety.

 

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On August 11, 2020 and August 12, 2020, respectively, Shineco, Inc. (the “Company”) filed certificates of amendment (referred to collectively herein as the “Certificates of Amendment”) to its certificate of incorporation in order to effect a reverse stock split at the ratio of one-for-nine shares of common stock (the “Stock Split”).

 

On August 13, 2020, the Company issued a press release announcing that the Company had implemented the Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

 

The Certificates of Amendment as described in the forgoing are not purported to be complete and such description is qualified by reference to the complete text of the Certificates of Amendment. A copy of the Certificates of Amendment are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and each is hereby incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
3.1   Certificate of Amendment to the Certificate of Incorporation filed on August 11, 2020
3.2   Certificate of Amendment to the Certificate of Incorporation filed on August 12, 2020
99.1   Press Release, dated June 23, 2020

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  SHINECO, INC.
     
  By: /s/ Fengming Liu
  Name: Fengming Liu
  Its: Chief Executive Officer

 

Dated: August 14, 2020

 

 

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF SHINECO, INC.

 

Shineco, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

 

ONE: That the name of the Corporation is Shineco, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 20, 1997 (the “Certificate of Incorporation”).

 

TWO: That, at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted recommending and declaring advisable that the Certificate of Incorporation be amended and that such amendment be submitted to the stockholders of the Corporation for their consideration, as follows:

 

RESOLVED, that Paragraphs (a) and (c) of Article Fourth of the Certificate of Incorporation be amended and restated in its entirety to read as follows:

 

Section 4.1(a) Authorized Capital Stock. The total number of shares of all classes of capital stock which the Corporation is authorized to issue is 105,000,000 shares, consisting of 100,000,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”), and 5,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).

 

(c) Reverse Stock Split. Effective August 11, 2020 (the “Effective Time”), a 1-for-9 reverse stock split of the shares of the Corporation’s common stock, par value $0.001 per share (the “Common Stock”), shall become effective, pursuant to which each 9 shares of Common Stock outstanding and held of record by each stockholder of the Corporation (including treasury shares) immediately prior to the Effective Time shall be reclassified and combined into one validly issued, fully paid and nonassessable share of Common Stock, automatically and without any action on the part of the Corporation or the respective holders thereof upon the Effective Time, and shall thereupon represent one share of Common Stock from and after the Effective Time (such reclassification and combination of shares, the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain at $0.001 per share.

 

THREE: That at a special meeting of stockholders of the Corporation held on July 9, 2020, the aforesaid amendment was duly adopted by the stockholders of the Corporation

 

FOUR: That this Certificate of Amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

***

 

1

 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 11day of August, 2020, and the foregoing facts stated herein are true and correct.

 

  SHINECO, INC.
     
  By: /s/ Fengming Liu
  Name: Fengming Liu
  Title: Chief Executive Officer

 

2

 

 

Exhibit 3.2

 

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF SHINECO, INC.

 

Shineco, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

 

ONE: That the name of the Corporation is Shineco, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 20, 1997 (the “Certificate of Incorporation”).

 

TWO: That, at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted recommending and declaring advisable that the Certificate of Incorporation be amended and that such amendment be submitted to the stockholders of the Corporation for their consideration, as follows:

 

RESOLVED, that Paragraph (c) of Article Fourth of the Certificate of Incorporation be amended and restated in its entirety to read as follows:

 

(c) Reverse Stock Split. Effective at 4:01p.m. Eastern time on August 14, 2020 (the “Effective Time”), a 1-for-9 reverse stock split of the shares of the Corporation’s common stock, par value $0.001 per share (the “Common Stock”), shall become effective, pursuant to which each 9 shares of Common Stock outstanding and held of record by each stockholder of the Corporation (including treasury shares) immediately prior to the Effective Time shall be reclassified and combined into one validly issued, fully paid and nonassessable share of Common Stock, automatically and without any action on the part of the Corporation or the respective holders thereof upon the Effective Time, and shall thereupon represent one share of Common Stock from and after the Effective Time (such reclassification and combination of shares, the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain at $0.001 per share.

 

THREE: That at a special meeting of stockholders of the Corporation held on July 9, 2020, the aforesaid amendment was duly adopted by the stockholders of the Corporation

 

FOUR: That this Certificate of Amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

***

 

1

 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 12th day of August, 2020, and the foregoing facts stated herein are true and correct.

 

  SHINECO, INC.
     
  By: /s/ Fengming Liu
  Name: Fengming Liu
  Title: Chief Executive Officer

 

2

 

 

Exhibit 99.1

 

 

Shineco Announces One-for-Nine Reverse Stock Split Effective August 17, 2020

 

BEIJING, August 13, 2020 (GLOBE NEWSWIRE) — Shineco, Inc. (“Shineco” or the “Company”; Nasdaq: TYHT), a producer and distributor of Chinese herbal medicines, organic agricultural and hemp products, as well as various health and well-being-focused plant-based products in China, announced today that the Company’s common stock will trade on a split-adjusted basis following the implementation of a reverse stock split at the ratio of one-for-nine shares on The Nasdaq Capital Market (“Nasdaq”) effective with the open of the market on Monday, August 17, 2020.

 

The objective of the reverse stock split is to increase the market price for the Company’s common stock, which will in turn enable the Company to evidence compliance with the $1.00 bid price requirement under Nasdaq Listing Rule 5550(a)(2) and to maintain its listing on Nasdaq. The Company believes the increased market price for its common stock following the reverse stock split will improve the marketability and liquidity of, and encourage additional interest and trading in, the Company’s common stock.

 

The reverse stock split will take effect at 4:01pm Eastern time on August 14, 2020, with the Company’s common stock to begin trading on a split-adjusted basis on Nasdaq effective at the open of the market on Monday, August 17, 2020. The reverse stock split will reduce the number of common shares issued and outstanding from approximately 27.3 million to approximately 3.0 million (subject to adjustment due to the effect of rounding fractional shares into whole shares).

 

As a result of the reverse stock split, each nine pre-split shares of common stock outstanding will automatically combine and convert to one issued and outstanding share of common stock without any action on the part of the stockholder. No fractional shares of common stock will be issued to any shareholders in connection with the reverse stock split. Each shareholder will be entitled to receive one shares of common stock in lieu of the fractional share that would have resulted from the reverse stock split.

 

About Shineco, Inc.

 

Incorporated in Delaware in August 1997 and headquartered in Beijing, China, Shineco is a holding company. Through its subsidiaries and variable interest entities, Shineco undertakes vertically- and horizontally-integrated production, distribution, and sales channels to provide health and well-being focused plant-based products in China. Utilizing modern engineering technologies and biotechnologies, Shineco produces, among other products, Chinese herbal medicines, organic agricultural produce, and specialized textiles. For more information about Shineco, please visit http://tianyiluobuma.com.

 

 

 

 

Forward-Looking Statements

 

This press release contains information about Shineco’s view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets into its portfolio of products and services, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary to meet the requirements of its clients, and its ability to protect its intellectual property. Shineco encourages you to review other factors that may affect its future results in Shineco’s registration statement and in its other filings with the Securities and Exchange Commission.

 

For more information, please contact:

 

Tina Xiao

Ascent Investor Relations LLC

Phone: +1-917-609-0333

Email: tina.xiao@ascent-ir.com