Form 8-K - Current report

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 26, 2023

JRSIS HEALTH CARE CORPORATION

(Exact name of registrant as specified in its charter)

Florida	1-36758	46-4562047
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

3/F Building A, Derun Yuan, No. 19 Changyi Road

Wuguishan, Zhongshan City, P.R. China 528458

(Address of Principal Executive Office) (Zip Code)

86-0760-88963658

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

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))

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 5.03 Amendments to Articles of Incorporation

On June 26, 2023, the Registrant filed with the Florida Secretary of State Articles of Amendment to Articles of Incorporation. The Articles of Amendment provide that at 6:30 P.M. Eastern Time on June 29, 2023 a one-for-ten reverse split of the outstanding common stock will be effective. The Articles of Amendment make no change to the number of authorized shares of Common Stock. No fractional shares will be issued in connection with the reverse stock split; any fractional shares that result from the reverse split will be rounded up to the nearest whole share.

The Common Stock will begin trading on a reverse stock split-adjusted basis on the OTC Pink Market when trading commences on June 30, 2023. The trading symbol for the Common Stock will remain “JRSS.” The Common Stock was assigned a new CUSIP number (466280203) following the reverse stock split.

The Articles of Amendment also amend the authorized capital stock by adding two million (2,000,000) shares of Preferred Stock, $0.0001 par value. The Articles authorize the Board of Directors to designate one or more series of the Preferred Stock, with such voting rights, preferences and other rights as the Board determines.

Item 9.01 Financial Statements and Exhibits

Exhibits

3-a		Articles of Amendment of Articles of Incorporation filed on June 26, 2023.

104		Cover page interactive data file (embedded within the iXBRL document)

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.

	JRSIS Health Care Corporation

Date: June 29, 2023	By:	/s/ Huang Zhifei
		Huang Zhifei, Chief Executive Officer

Exhibit 3.a

Articles of Amendment
to
Articles of Incorporation
of

JRSIS HEALTH CARE CORPORATION

(Name of Corporation as currently filed with the Florida Dept. of State)

P13000094777

(Document umber of Corporation (if known)

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of lncorporation:

A. If amending name, enter the new name of the corporation:

________________________________________________________________________________ The new name must be distinguishable and contain the word “corporation, ” “company,“or “incorporated” or the abbreviation “Corp., “ “Inc.,” or Co., ” or the designation “Corp, ” “Inc, ” or “Co”. A professional corporation name must contain the word “chartered,’’ “professional association,” or the abbreviation “P.A.”

B. Enter new principal office address. if applicable:
(Principal office address MUST BE A STREET ADDRESS)

C. Enter new mailing address, if applicable:
(Malling address MAY BE A POST OFFICE BOX)

D. If amending the registered agent and/or registered office address in Florida, enter the name of the new registered agent and/or the new registered office address:

Name of New Registered Agent


	(Florida street address)

New Registered Office Address:	_______________________________________	, Florida.___________________
	(City)	(Zip Code)

New Registered Agent’s Signature, if changing Registered Agent:

I hereby accept the appointment as registered agent. I am familiar with and accept the obligations of the position.


	Signature of New Registered Agent, if changing

Check if applicable

☐ The amendment(s) is/are being filed pursuant to s. 607.0120 (11) (e), F.S.

If amending the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and address of each Officer and/or Director being added:

(Attach additional sheets, if necessary)

Please note the officer/director title by the first letter of the office title:

P = President; V= Vice President; T= Treasurer; S= Secretary; D= Director; TR= Trustee; C = Chairman or Clerk; CEO = Chief Executive Officer; CFO = Chief Financial Officer. If an officer/director holds more than one title, list the first letter of each office held. President, Treasurer, Director would be PTD.

Changes should be noted in the following manner. Currently John Doe is listed as the PST and Mike Jones is listed as the V. There is a change, Mike Jones leaves the corporation, Sally Smith is named the V and S. These should be noted as John Doe, PT as a Change, Mike Jones, Vas Remove, and Sally Smith, SV as an Add.

Example:

X Change	PT	John Doe

X Remove	V	Mike Jones

X Add	SV	Sally Smith

Type of Action	Title	Name	Address
(Check One)

1) _ Change

Add

Remove

2) _ Change

Add

Remove

3) _ Change

Add

Remove

4) _ Change

Add

Remove

5) _ Change

Add

Remove

6) _ Change

Add

Remove

E. If amending or adding additional Articles, enter change{s) here:

(Attach additional sheets, if necessary). (Be specific)

Article IV is hereby amended in its entirety to read as follows:

IV(A) Authorized Shares. The maximum number of shares of stock that this Corporation is authorized to issue shall be one hundred and two million (102,000,000), consisting of one hundred million (100,000,000) shares of Common Stock, $0.0001 par value, and two million (2,000,000) shares of Preferred Stock, $0.0001 par value.

IV(B) Preferred Stock. The Board of Directors is hereby expressly authorized to provide for, out of the authorized but unissued shares of Preferred Stock, one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time.

SEE CONTINUATION SHEET

F. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:

(if not applicable, indicate NIA)

ARTICLES OF AMENDMENT

OF ARTICLES OF INCORPORATION

JRSIS HEALTH CARE CORPORATION

Article E: Continuation Sheet

IV(C). Reverse Stock Split. At 6:30 P.M. Eastern Time on June 29, 2023, each ten (10) shares of the Corporation’s common stock issued and outstanding shall automatically be combined into one (1) share of the Corporation’s common stock, par value $0.001 per share, without any further action by the Corporation or the holder thereof (the “Reverse Stock Split”). No fractional shares of common stock shall be issued in connection with the Reverse Stock Split. Rather, fractional shares created as a result of the Reverse Stock Split shall be rounded up to the next largest whole number of shares.

* * * * *

The date of each amendment(s) adoption ___________________________________________________ if other than the date this document was signed.

Effective date if applicable: __________________________________________________________________________

(no more than 90 days after amendment file date)

Note: If the date inserted in this block does not meet the applicable statutory filing requirements, this date will not be listed as the document’s effective date on the Department of State’s records.

Adoption of Amendment(s) (CHECK ONE)

☐	The amendment(s) was/were adopted by the incorporators, or board of directors without shareholder action and shareholder action was not required.

☒	The amendment(s) was/were adopted by the shareholders. The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval.

☐	The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):

“The number of votes cast for the amendment(s) was/were sufficient for approval

by ___________________________________________________________________________,,

(voting group)

Dated. June 26, 2023

Signature

/s/ Zhong Zhuowei

(By a director, president or other officer - if directors or officers have not been selected, by an incorporator - if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary)

	Zhong Zhuowei
	(Typed or printed name of person signing)

	President
	(Title of person signing)

Cover	Jun. 26, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 26, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	1-36758
Entity Registrant Name	JRSIS HEALTH CARE CORPORATION
Entity Central Index Key	0001597892
Entity Tax Identification Number	46-4562047
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	3/F Building A, Derun Yuan
Entity Address, Address Line Two	No. 19 Changyi Road
Entity Address, Address Line Three	Wuguishan
Entity Address, City or Town	Zhongshan City
Entity Address, Country	CN
Entity Address, Postal Zip Code	528458
City Area Code	86-0760
Local Phone Number	88963658
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false