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): January 5, 2024

BIMI Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-34890		02-0563302
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

725 5th Avenue, 15th Floor, 15-01

New York NY

10022

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 212 542 0028

(Former name or former address, if changed since last report)

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		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.001 par value		BIMI		The Nasdaq Stock Market LLC

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 or Bylaws; Change in Fiscal Year.

On December 29, 2023, the shareholders of BIMI International Medical Inc. (the “Registrant or the "Company") approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to change the Company’s name from BIMI International Medical Inc. to BIMI Holdings Inc.

Accordingly, on January 4, 2024, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “COI Amendment”) with the Secretary of State of the State of Delaware, which became effective on January 5, 2024.

A copy of the COI Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On December 29, 2023, the shareholders of the Company also approved an amendment to the Company’s Amended and Restated Bylaws to change the Company’s classified board to a standard board composition.

Accordingly, on January 5, 2024, the Company executed a Certificate of Amendment to the Company’s Amended and Restated Bylaws (the “Bylaws Amendment”) which became effective immediately. As a result of the Company name change, the Company name in the bylaws was also updated.

A copy of the Bylaws Amendment is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Index

Exhibit Number		Description of Exhibit
3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation of BIMI International Medical Inc. effective January 5, 2024
3.2		Certificate of Amendment to Amended and Restated Bylaws of BIMI International Medical Inc. effective January 5, 2024

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 hereunto duly authorized.

Dated: January 8, 2024	BIMI Holdings Inc.

	By:	/s/ Tiewei Song
	Name:	Tiewei Song
	Title:	Chief Executive Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT
TO THE
amended and restated certificate of incorporation
OF
BIMI INTERNATIONAL MEDICAL INC.

BIMI INTERNATIONAL MEDICAL INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

FIRST: Article 1 of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

“FIRST. The name of this corporation shall be:

BIMI Holdings Inc.”

SECOND: This Certificate of Amendment shall become effective as of January 5, 2024 at 9 P.M., Eastern Time.

THIRD: This Certificate of Amendment was duly adopted in accordance with Section 242 of the DGCL. The Board of Directors duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment and directed that the proposed amendments be considered by the stockholders of the Corporation. An annual meeting of stockholders of the Corporation was duly called upon notice in accordance with Section 222 of the DGCL and held on December 29, 2023, at which meeting the necessary number of shares were voted in favor of the proposed amendments. The stockholders of the Corporation duly adopted this Certificate of Amendment.

IN WITNESS WHEREOF, the Corporation has caused the Certificate of Amendment to be duly executed in its corporate name as of the 4th day of January, 2024.

	BIMI INTERNATIONAL MEDICAL INC.

	By:	/s/ Tiewei Song
	Name:	Tiewei Song
	Title:	Chief Executive Officer

Exhibit 3.2

CERTIFICATE OF AMENDMENT

TO THE

amended and restated BYLAWS

BIMI INTERNATIONAL MEDICAL INC.

FIRST: Each of Sections 3.02, 3.03, 3.04 and 3.05 of the Amended and Restated Bylaws of the Corporation (the “Bylaws”) is hereby amended and restated in its entirety to read as follows:

“Section 3.02 Number. The Board of Directors shall consist of not less than 3 and not more than 7 directors, with the exact number within that range to be as fixed from time to time by resolution of a majority of the total number of directors last fixed by the Board, which number shall not be reduced by any vacancies when determining the existence of such majority.

Section 3.03 Term of Office. Directors shall be elected at each annual meeting of stockholders. Each director shall hold office until the next annual meeting of stockholders and thereafter until his or her successor shall have been

elected and qualified or until the director’s earlier death, resignation, disqualification, or removal.

Section 3.04 Resignation; Vacancies. Any director may resign at any time by notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice by the Corporation or at such later effective date or upon the happening of an event or events as is therein specified. A verbal resignation shall not be deemed effective until confirmed by the director in writing or by electronic transmission to the Corporation.

Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors shall be solely filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director and shall not be filled by the stockholders. A director elected to fill a vacancy or a newly created directorship shall hold office for the term specified in Section 3.03, subject to the election and qualification of a successor and to such director’s earlier death, resignation or removal.

Section 3.05 Removal. Any director or the entire Board of Directors may be removed from office only for cause and only by the affirmative vote of at least a majority of the total voting power of the outstanding shares of the capital stock of the Corporation entitled to vote in any annual election of directors, voting together as a single class.”

SECOND: This Certificate of Amendment shall become effective as of January 5, 2024, 2023 at 9 P.M., Eastern Time.

THIRD: This Certificate of Amendment was duly adopted in accordance with Section 109 of the DGCL and Article VIII of the Bylaws. The Board of Directors duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment and directed that the proposed amendments be considered by the stockholders of the Corporation. An annual meeting of stockholders of the Corporation was duly called upon notice in accordance with Section 222 of the DGCL and held on December 29, 2023, at which meeting the necessary number of shares were voted in favor of the proposed amendments. The stockholders of the Corporation duly adopted this Certificate of Amendment.

IN WITNESS WHEREOF, the Corporation has caused the Certificate of Amendment to be duly executed in its corporate name as of the 5th day of January, 2024.

	BIMI INTERNATIONAL MEDICAL INC.

	By:	/s/ Tiewei Song
	Name:	Tiewei Song
	Title:	Chief Executive Officer

Cover	Jan. 05, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 05, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-34890
Entity Registrant Name	BIMI Holdings Inc
Entity Central Index Key	0001213660
Entity Tax Identification Number	02-0563302
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	725 5th Avenue
Entity Address, Address Line Two	15th Floor
Entity Address, Address Line Three	15-01
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	542 0028
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	BIMI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false