Amended Current Report Filing (8-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2, 2022

Yubo International Biotech Limited

(Exact name of Registrant as Specified in Its Charter)

New York

0-21320

11-3074326

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Room 105, Building 5, 31 Xishiku Avenue,

Xicheng District, Beijing, China

100034

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: +86 (040) 0677-6010

Not Applicable

(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 (see General Instructions A.2. below):

☐	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: Not Applicable

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. ☐

Explanatory Note

On September 9, 2022, Yubo International Biotech Limited, a New York Corporation (the “Company”), filed a Current Report on Form 8-K (the “Original 8-K”) with the U.S. Securities and Exchange Commission (the “SEC”) to report under “Item 1.01 Entry into a Material Definitive Agreement”, the entry into a Securities Purchase Agreement with World Precision Medicine Technology Limited. This Current Report on Form 8-K/A (this “8-K/A”) is being filed as an amendment to the Original 8-K for the sole purposes of amending the use of proceeds from the sale of the Shares under the Securities Purchase Agreement and furnishing the Amendment to Securities Purchase Agreement as an exhibit. Except as otherwise specified in this 8-K/A, the Original 8-K shall remain unchanged in all material respects. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Original 8-K.

Item 1.01 Entry into a Material Definitive Agreement.

Item 1.01 of the Original 8-K is hereby amended and restated as follows:

On September 2, 2022, Yubo International Biotech Limited, a New York Corporation (the “Company”) entered into a Securities Purchase Agreement with World Precision Medicine Technology Limited (the “Purchaser”), as further amended by an Amendment to Securities Purchase Agreement, effective as of September 2, 2022, by and between the Company and the Purchaser (as amended, the “Securities Purchase Agreement”), pursuant to which the Company agreed to sell and issue to the Purchaser an aggregate of 1,638,458 shares (the “Shares”) of Class A Common Stock, par value $0.001 per share, of the Company, at $0.50 per share, for gross proceeds of $819,229. Such proceeds will be used to settle the entire outstanding principal balances and accrued interest, if any, of all of the loans between the Company, as borrower, and the Purchaser, as lender, in an aggregate amount of $819,229.

This offer and sale of the Shares have been registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-1 (Registration No. 333-255805), which was declared effective by the U.S. Securities and Exchange Commission on July 29, 2022.

The foregoing summary of the Securities Purchase Agreement, as amended, does not purport to be complete and is qualified in its entirety by reference to the full terms of the Securities Purchase Agreement and the Amendment to Securities Purchase Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Securities Purchase Agreement, dated September 2, 2022, by and between the Company and the Purchaser, which was included as Exhibit 10.1 to the Original 8-K filed by the Company with the SEC on September 9, 2022 and is incorporated herein by reference.
10.2		Amendment to Securities Purchase Agreement, effective as of September 2, 2022, by and between the Company and the Purchaser
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.