UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 2, 2022
Yubo International Biotech Limited |
(Exact name of Registrant as Specified in Its Charter) |
New York |
| 0-21320 |
| 11-3074326 |
(State or Other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
Room 105, Building 5, 31 Xishiku Avenue, Xicheng District, Beijing, China |
| 100034 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s Telephone Number, Including Area Code: +86 (040) 0677-6010
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 Instructions 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)) |
Securities registered pursuant to Section 12(b) of the Act: Not Applicable
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. ☐
Explanatory Note
On September 9, 2022, Yubo International Biotech Limited, a New York Corporation (the “Company”), filed a Current Report on Form 8-K (the “Original 8-K”) with the U.S. Securities and Exchange Commission (the “SEC”) to report under “Item 1.01 Entry into a Material Definitive Agreement”, the entry into a Securities Purchase Agreement with World Precision Medicine Technology Limited. This Current Report on Form 8-K/A (this “8-K/A”) is being filed as an amendment to the Original 8-K for the sole purposes of amending the use of proceeds from the sale of the Shares under the Securities Purchase Agreement and furnishing the Amendment to Securities Purchase Agreement as an exhibit. Except as otherwise specified in this 8-K/A, the Original 8-K shall remain unchanged in all material respects. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Original 8-K.
Item 1.01 Entry into a Material Definitive Agreement.
Item 1.01 of the Original 8-K is hereby amended and restated as follows:
On September 2, 2022, Yubo International Biotech Limited, a New York Corporation (the “Company”) entered into a Securities Purchase Agreement with World Precision Medicine Technology Limited (the “Purchaser”), as further amended by an Amendment to Securities Purchase Agreement, effective as of September 2, 2022, by and between the Company and the Purchaser (as amended, the “Securities Purchase Agreement”), pursuant to which the Company agreed to sell and issue to the Purchaser an aggregate of 1,638,458 shares (the “Shares”) of Class A Common Stock, par value $0.001 per share, of the Company, at $0.50 per share, for gross proceeds of $819,229. Such proceeds will be used to settle the entire outstanding principal balances and accrued interest, if any, of all of the loans between the Company, as borrower, and the Purchaser, as lender, in an aggregate amount of $819,229.
This offer and sale of the Shares have been registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-1 (Registration No. 333-255805), which was declared effective by the U.S. Securities and Exchange Commission on July 29, 2022.
The foregoing summary of the Securities Purchase Agreement, as amended, does not purport to be complete and is qualified in its entirety by reference to the full terms of the Securities Purchase Agreement and the Amendment to Securities Purchase Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
10.1 |
| Securities Purchase Agreement, dated September 2, 2022, by and between the Company and the Purchaser, which was included as Exhibit 10.1 to the Original 8-K filed by the Company with the SEC on September 9, 2022 and is incorporated herein by reference. |
| ||
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| Yubo International Biotech Limited | |||
| Dated: December 7, 2022 | By: | /s/ Lina Liu | |
| Name: | Lina Liu | |
| Title: | Chief Financial Officer | ||
3 |
EXHIBIT 10.2
AMENDMENT TO SECURITIES PURCHASE AGREEMENT
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made as of the 6th day of December, 2022, and shall be effective as of September 2, 2022 (the “Effective Date”), by and between YUBO INTERNATIONAL BIOTECH LIMITED, a New York corporation (the “Company”), and WORLD PRECISION MEDICINE TECHNOLOGY LIMITED, a corporation organized under the laws of Hong Kong (“Purchaser”).
W H E R E A S:
A. The Company and Purchaser are parties to that certain Securities Purchase Agreement, dated as of September 2, 2022 (the “Agreement”). Unless otherwise defined herein, all capitalized terms used in this Amendment shall have the same respective meanings as set forth in the Agreement.
B. The parties desire to amend certain provisions with respect to the payment upon closing by Purchaser and the use of proceeds by the Company in certain respects, which amendment shall be deemed effective as of the Effective Date, as more particularly set forth below.
NOW, THEREFORE, in consideration of the execution and delivery of this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby further agree as follows:
1. Recitals. Foregoing recitals are true and correct and are incorporated herein in their entirety.
2. Closing. As of the Effective Date, Section 2.1 of the Agreement is hereby deleted and replaced by the following paragraph in its entirety:
“2.1 Closing. On the Closing Date, upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Company shall sell, and the Purchaser shall purchase, up to an aggregate of 1,638,458 Common Shares at a per share price of $0.50 per share (the “Purchase Price”). At the Closing, (a) the Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be deemed as delivered to the Company for settlement of the entire outstanding principal balances and accrued interest, if any, of all of the loans between the Company, as borrower, and Purchaser, as lender, as more particularly set forth in Section 4.2 below; and (b) the Company shall deliver to the Purchaser the Common Shares. At the Purchaser’s choice, the Common Shares will be delivered (i) by crediting the account of the Purchaser’s broker (as specified by the Purchaser to the Company) with the Depository Trust Company (“DTC”) through its Deposit/Withdrawal At Custodian (“DWAC”) system, whereby Purchaser’s broker shall initiate a DWAC transaction no later than 4:00 p.m. Eastern Standard Time on the Closing Date using its DTC participant identification number, and released by the Transfer Agent, at the Company’s direction; or (ii) in book-entry form on the Closing Date. The Purchaser acknowledges that, concurrently with the Closing and pursuant to the Prospectus, the Company may sell up to 3,361,542 additional shares of Common Stock to purchasers not party to this Agreement pursuant to a Securities Purchase Agreement in substantially the same form as this Agreement, and will issue to each such purchaser such additional shares of Common Stock in the same form and at the same Purchase Price.
| 1 |
3. Use of Proceeds. As of the Effective Date, Section 4.2. of the Agreement is hereby deleted and replaced by the following paragraph in its entirety:
“4.2 Use of Proceeds. The gross proceeds from the sale of the Common Shares hereunder shall be used to settle the entire outstanding principal balances and accrued interest, if any, of all of the loans between the Company, as borrower, and Purchaser, as lender, in an aggregate amount of $819,229. Upon delivery of the Common Shares by the Company to Purchaser at Closing, (i) the Company shall have no further obligation to repay any loans, advances or other financial obligations, or any other duties or responsibilities in connection with such loans, and (ii) any liens, mortgages, and security interests granted by the Company pursuant to such loans shall be automatically released and terminated. ”
4. Entire Agreement; Conflicts. The Agreement as amended by this Amendment is hereby ratified and the parties hereby reaffirm their obligations under the Agreement, as modified hereby. Except as otherwise provided in this Amendment, the terms of the Agreement are not modified, altered or amended and remain in full force and effect. From and after the date of this Amendment, the term “Agreement”, as used in the Agreement, shall mean the Agreement as amended by this Amendment. If and to the extent there is any conflict between this Amendment and the Agreement, the terms of this Amendment shall govern and control.
5. Amendment. The Agreement as amended by this Amendment, embodies the entire understanding between the parties with respect to its subject matter and can be changed only by an instrument in writing signed by the parties.
6. PDF or DocuSign Signatures. This Amendment may be executed in one or more counterparts (which may be in the form of an executed PDF attachment to an email or by DocuSign or similar service provider), each of which shall be deemed an original, but all of which shall constitute one and the same document.
7. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be an original but all of which together shall constitute but one and the same agreement.
[Signature page to follow]
| 2 |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| COMPANY:
YUBO INTERNATIONAL BIOTECH LIMITED, a New York corporation | |||
| By: | /s/ Jun Wang | ||
|
| Name: | Jun Wang | |
| Title: | President and Chief Executive Officer | ||
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| Purchaser:
WORLD PRECISION MEDICINE TECHNOLOGY LIMITED, a corporation organized under the laws of Hong Kong |
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| By: | /s/ Cheng Ho Shun |
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| Name: | Cheng Ho Shun |
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| Title: | President |
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[Signature page to Amendment to Securities Purchase Agreement]
| 3 |