EWLU Merion Inc (CE)

Item 1.01 Entry into a Material Definitive Agreement

On December 19, 2019, Merion, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “First Purchase Agreement”) with Jinming Chen (the “First Purchaser”), pursuant to which the Company agreed to sell to the First Purchaser in a private placement 50,000 shares (the “Jinming Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $1.00 per Jinming Share for an aggregate offering price of $50,000 (the “First Private Placement”). The First Private Placement will be completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.

On December 19, 2019, Merion, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “Second Purchase Agreement”) with Guangping Chen (the “Second Purchaser”), pursuant to which the Company agreed to sell to the Second Purchaser in a private placement 30,000 shares (the “Guangping Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $1.00 per Guangping Share for an aggregate offering price of $30,000 (the “Second Private Placement”). The Second Private Placement will be completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.

The representations, warranties and covenants contained in the First Purchase Agreement and the Second Purchase Agreement (together, the “Agreements”) were made solely for the benefit of the parties to the Agreements. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Agreements and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company. Accordingly, the Agreements are filed with this report only to provide investors with information regarding the terms of the transactions, and not to provide investors with any other factual information regarding the Company. Shareholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the respective dates of the Agreements, which subsequent information may or may not be fully reflected in public disclosures.

The Agreements are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreements are subject to, and qualified in its entirety by, the Agreements, which are incorporated herein by reference.