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): December
18, 2020
America Great Health
(Exact name of registrant as specified in charter)
WYOMING
(State or other jurisdiction of incorporation)
0-27873
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98-0178621
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(Commission File Number)
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(IRS Employer Identification No.)
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1609 W Valley Blvd., #338,
Alhambra, CA
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91803
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area
code: (626) 576-1299
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
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Trading Symbol(s)
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Name of each exchange on which registered
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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 December 7th, 2020,
America Great Health, a California Corporation (“AAGH California”),
a wholly owned subsidiary of America Great Health (the “Company”),
entered into a Cooperation Agreement (the “Agreement”) with
Brilliant Healthcare Limited. (“Brilliant”) pursuant to which the
parties will establish a joint venture in China (the “JV Company”)
for the purpose of promoting and developing stem cell related
product’s R&D, production, sales, row material procumbent,
mergers and acquisitions, and consulting services. The Company
shall invest USD $4.2 million in the JV Company within the next 24
months for 60% equity ownership of the JV Company, Brilliant shall
transfer its patented technology (with estimated value of USD $29.8
million) to the JV Company as its capital contribution, to account
for 40% equity ownership.
Item 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On June 30th, 2020, the Company announced that Mr. Peter Britton
was appointed to the Company's board member.
Mr. Peter Britton is the founder and board chairman of Purecell
Group, co-inventor of UCF (Umbilical Cord Factors) global patent,
and international expert on translational cellular regenerative
medicine. He is the director & chief scientist of Purcell in
the development, commercialization and multiple medical
applications of Purecell patented anti-aging products and
technologies including UCF, Exosome, NAD+, SKQ1 and Liposome. He
currently serves as the chief scientist & director of the
joint-venture between Purecell and BoaoYiling Life Care Center in
China, which leads the world-first officially-approved medical
application and commercialization of UCF technology in the field of
degenerative joint disease. He is also the founder of Hong
Kong-based N Cell, a leading provider of proteomic analysis for
Asian market since 2016, and has been the founding member of the
Sino-Australian Stem Cell Centre of Excellence with Peking
University since 2015. Mr. Peter Britton graduated with a
bachelor's degree from the University of Sydney, and obtained post
graduate work at the University of Bern in Switzerland.
On November 25th, 2020, the Company announced that Ms. Aihua Guo
was appointed to the Company's board member and Vice President of
the JV Company.
Ms. Aihua Guo is an entrepreneur and founder of Hong Kong-based
Brilliant Health Co., Ltd., which she founded in 2018. She has been
the standing editor of Chinese Journals of Tissue Engineering and
Aesthetic Plastic Surgery since 2018. She has also been the
visiting professor of Galway Institute of Regenerative Medicine in
Ireland and CEO of Pure Athesthetic Co., Ltd. of Hong Kong since
2017. From 2016 to 2018, Ms. Guo served as the business director of
China Regenerative Medicine International Co., Ltd. She has been
the members of British Blood Transfusion Association, Illouz
Foundation France and China Plastic Surgery Association since 2015.
Ms. Guo obtained her MD of Plastic Surgery in 2012 and PhD of
Immunology of Transplantation and Ophthalmology in 2007.
Item 8.01. OTHER EVENTS
On April 11th, 2020, America Great Health (the “Company”), entered
into a scientific and technological cooperation agreement (the “
S&T Agreement”) with Purecell Group (“Purecell”), an Australia
based company. According to the S&T Agreement, the Company and
Purecellhave been reached in line with the purpose of promote the
development of the commercialization of current technology, make
full use of the market resource advantages and scientific research
platform capabilities of both parties to achieve a direct alliance
between technology research and development andmarket
operations.
On June 1st 2020,
the Company has established the Science and Technology Advisory
Committee (the “Committee”).The Committee is mainly responsible for
formulating Company's scientificand technological development
strategy, planning and implementing basic research, andcoordinating
and promoting construction and upgrade of Company’s innovation
system. The Companyappointed Mr. JiaxinXue, Company’s board member,
as the Executive Chairman of the Committee.On August 1st, 2020, the
Company announced that Mr. Aimin Wang was appointed to Executive
Vice Chairman of the Committee. On November 25th, 2020, Ms. Aihua
Guo was appointed to Executive Vice Chairman of the Committee. Mr.
Aimin Wang has served as the vice president of International
Society of Biomedicine since 2018 and the director of American
Acupuncture and Herbal Medicine Center since 2015. In 2006 Mr. Wang
received an honorary doctorate degree in Chinese medicine from
Yuying University, and obtained the California Acupuncture and
Moxibustion Physician License in 2002. Mr. Wang graduated in 1982
from China Medical University and obtained the national doctor
qualification and Chinese medicine practitioner license.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934
that involve risks and uncertainties. Statements containing words
such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,”
“project,” “will,” “projections,” “estimate,” or similar
expressions constitute forward-looking statements. Such
forward-looking statements are subject to significant risks and
uncertainties, and actual results may differ materially from the
results anticipated in the forward-looking statements. Differences
may result from risks and uncertainties beyond the Company’s
control. Additional factors that could materially impact the
Company’s results and operations can be found under the caption
“Risk Factors” in America Great Health’s Annual Report on Form 10-K
and in the Company’s other filings with the Securities and Exchange
Commission.
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 hereunto duly authorized.
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AMERICA GREAT HEALTH
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Dated: December 18, 2020
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By:
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/s/ Mike Q. Wang
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President/CEO
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