Amended Current Report Filing (8-k/a)
28 October 2022 - 12:09AM
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2022-07-19
2022-07-19
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No. 3)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported): July 19, 2022
AIXIN
LIFE INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
| Colorado |
|
0-17284 |
|
84-1085935 |
| State
of |
|
Commission |
|
IRS
Employer |
| Incorporation |
|
File
Number |
|
Identification
No. |
Hongxing
International Business Building 2, 14th FL, No. 69
Qingyun South Ave., Jinjiang
District
Chengdu
City, Sichuan Province, China
(Address
of principal executive offices)
86-313-6732526
(Issuer’s
telephone number)
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
communication 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)) |
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.
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 |
|
AIXN |
|
OTCQX |
Cautionary
Note Regarding Forward-Looking Statements:
Any
statements contained in this Current Report on Form 8-K that are not historical facts are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identifiable by use of the words
“believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,”
“projects,” or similar expressions. Such statements may include, but are not limited to, statements about the Registrant’s
planned acquisitions, the purchase price to be paid for such acquisitions and the future performance of the businesses to be acquired,
and other statements that are not historical facts. Such statements are based upon the beliefs and expectations of the Company’s
management as of this date only and are subject to risks and uncertainties that could cause actual results to differ materially. Therefore,
investors are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to revise
or publicly release the results of any revision to these forward-looking statements, whether as a result of new information, future events
or otherwise, other than as required by applicable law.
Item
1.01 Entry into a Material Definitive Agreement.
Pursuant
to a Supplementary Agreement to the Equity Transfer Agreement dated July 19, 2022, with Yunnan Sheng Shengyan Technology Co., Ltd. and
Chen Yun (collectively, the “Sellers”) we, Aixin Life International, Inc., waived certain conditions to closing and assumed
operational control of Yunnan Runcansheng Technology Company Limited (“Yunnan Runcansheng”). Subsequent thereto, we and the
Sellers agreed that the aggregate price to be paid for our acquisition of 100% of the shares of Yunnan Runcangsheng was to be reduced
from RMB 45,082,600 to RMB 31,557,820 (approx. US$4,554,000). This was confirmed by our entry into a second Supplementary Agreement to
the Equity Transfer Agreement (“Supplement 2”) with the Sellers, a copy of which is annexed hereto as Exhibit 10.1.
In
the first Supplementary Agreement all parties agreed that the remaining balance of the purchase price, now as adjusted, due pursuant
to the Equity Transfer Agreement will be paid within 10 working days after completion of the industrial and commercial change and registration
of equity and legal representative with the local governmental authorities. We anticipate that this registration will be completed within
two weeks, though governmental actions in Chengdu are being delayed by lockdowns in response to COVID-19, at which time we will pay to
the Sellers the RMB 26,707,820 (approx. US$3,750,000,000) remaining to be paid pursuant to the Equity Transfer Agreement.
Item
9.01 Financial Statements and Exhibits.
SIGNATURES
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, thereunto duly authorized.
| |
AiXin
Life International, Inc. |
| |
|
|
| Date:
October 26, 2022 |
By: |
/s/
Quanzhong Lin |
| |
|
Quanzhong
Lin |
| |
|
Chief
Executive Officer |
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