ANPC

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2023

Commission File Number: 001-39137

AnPac Bio-Medical Science Co., Ltd.

801 Bixing Street, Bihu County

Lishui, Zhejiang Province 323006

The People’s Republic of China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Entry Into A Material Definitive Agreement

On February 12, 2023, AnPac Bio-Medical Science Co., Ltd. (the “Registrant” or the “Company”), through a subsidiary, Foodbase Group Inc. (“Foodbase”), entered into an Equity Purchase Agreement (the “SLV Agreement”) to acquire a group of affiliated companies, SLV Windfall Group LLC, Windfall SLV Development LLC and SLV Windfall Management, LLC, which are engaged in developing, marketing and selling real estate in Savannah Lakes Village, a planned community located in McCormick County, South Carolina. SLV Windfall Group LLC currently owns a few dozen buildable lots, approximately 500 acres of undeveloped land for future development projects, and has secured the exclusive right to purchase on favorable terms from the local land authorities over 2,000 buildable lot. The Company plans to file the necessary applications to qualify the land development at Savannah Lakes Village as a U.S. EB-5 immigration investment project.

Pursuant to the SLV Agreement, Foodbase agreed to purchase all the issued and outstanding equity interests in the SLV group of companies for the aggregate consideration of US$28,000,000, payable in four installment payments pursuant to a payment schedule, subject to closing payment adjustments. The initial closing of the transaction is expected to take place in the second quarter of 2023.

On February 13, 2023, the Company issued a press release announcing the entry into the SLV Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information under 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.

The information in this Current Report on Form 6-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; the Company’s ability to maintain its Nasdaq listing, 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. A number of these risks along with additional discussion of forward-looking statements, are set forth in the Company's Annual Report on Form 20-F and other reports filed with the Securities and Exchange Commission. In addition, there is uncertainty about the spread of the COVID19 virus and the impact it will have on the Company's operations, global supply chains and economic activity in general.

Exhibit Index

SIGNATURES

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.

Dated: February 13, 2023

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