Current Report Filing (8-k)
18 June 2022 - 6:46AM
Edgar (US Regulatory)
0001300734
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0001300734
2022-06-17
2022-06-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) June 17, 2022 (June 13, 2022)
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
3310, North Tower, Zhengda Center,
No.
20, Jinhe East Road, Chaoyang District
Beijing,
People’s Republic of China |
|
100020 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (+86) 10-59246103
(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 |
|
SISI |
|
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
June 13, 2022, Shineco, Inc. (the “Company”) entered into a certain stock purchase agreement (the “SPA”) with
certain non-U.S. investors (the “Purchasers”), pursuant to which the Company agreed to sell, and the Purchasers agreed to
purchase, severally and not jointly, an aggregate of 2,354,500 shares of common stock of the Company (the “Shares”) at a
price of $ 2.12 per share (the “Offering”). Each Purchaser has represented that he or she is not a resident
of the United States and is not a “U.S. person” as defined in Rule 902(k) of Regulation S under the Securities
Act and is not acquiring the Shares for the account or benefit of any U.S. person.
In
reliance on the Purchasers’ representations to the Company, the Shares to be issued in the Offering are not subject to the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation S promulgated thereunder.
The
SPA contains customary representations and warranties of the Company and the Purchasers, indemnification obligations of the Purchasers,
and other obligations and rights of the parties. Additionally, the closing of the Offering is conditioned upon the consummation of certain
matters by the Company, including (i) obtaining the approval of the Company’s stockholders holding the majority issued and outstanding
voting securities of the Company; and (ii) if required by the Nasdaq Listing Rules, submitting a Listing of Additional Shares Notification
Form to Nasdaq and obtaining the approval by Nasdaq of the transactions contemplated thereby.
The
foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the
Form of the SPA, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its
entirety.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
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:
June 17, 2022
|
SHINECO,
INC. |
|
|
|
|
By: |
/s/
Jennifer Zhan |
|
Name: |
Jennifer
Zhan |
|
Title: |
Chief
Executive Officer |
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