Current Report Filing (8-k)
April 22 2021 - 4:04PM
Edgar (US Regulatory)
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
April 16, 2021
Date of Report
(Date of earliest event reported)
BOQI International Medical Inc.
(Exact name of registrant as specified in its charter)
Delaware
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000-50155
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02-0563302
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Room 3601, Building A, Harbour View Place, No. 2 Wuwu Road,
Zhongshan District, Dalian, Liaoning Province, P. R. China, 116000
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(Address of principal executive offices and zip
code)
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(8604) 1182209211
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(Registrant’s telephone number, including
area code)
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Not Applicable
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(Former name or former address, if changed since last report)
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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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
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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Common stock, $0.001 par value
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BIMI
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The NASDAQ Capital Market
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Item 1.01 Entry into a Material Definitive Agreement.
On April 16, 2021, the Registrant entered into
an Amendment Agreement (the “Amendment”) to amend the Stock Purchase Agreement dated as of April 9, 2021 by and among the
Registrant, Bimai Pharmaceutical (Chongqing) Co., Ltd., a company organized under the laws of the People’s Republic of China (the
“PRC”), Wuzhou Qiangsheng Hospital Co., Ltd., a company organized under the laws of the PRC, Suzhou Eurasia Hospital Co.,
Ltd., a company organized under the laws of the PRC, Yunan Yuxi Minkang Hospital Co., Ltd., a company organized under the laws of the
PRC, Mr. Jiangjin Shen, an individual residing in the PRC and Mr. Zhiwei Shen, an individual residing in the PRC. The Amendment clarified
certain details with respect to the requirement for stockholder approval in the event the Registrant elects to pay the post-closing consideration
in shares of the Registrant’s common stock in lieu of cash, if payable.
The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 4.1 hereto, and is
incorporated herein by reference.
The information in this Current Report on Form
8-K 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; 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 Registrant 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. The factors discussed herein are expressed from time to time in the Registrant’s filings with the Securities
and Exchange Commission available at http://www.sec.gov.
ITEM 9.01 FINANCIAL STATEMENTS AND 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 thereunto duly authorized.
Date: April 22, 2021
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BOQI International Medical Inc.
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(Registrant)
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By:
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/s/ Tiewei Song
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Tiewei Song
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Chief Executive Officer
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2
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