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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/08/22 BIMI International Medical Inc. 8-K:1,2,8,912/06/22 12:242K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 2: EX-4.1 Convertible Promissory Note Dated December 6, 2022 HTML 29K 3: EX-99.1 Press Release Dated December 8, 2022 HTML 9K 7: R1 Cover HTML 49K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- ea169775-8k_bimiint_htm XML 15K 9: EXCEL IDEA Workbook of Financial Reports XLSX 8K 5: EX-101.LAB XBRL Labels -- bimi-20221206_lab XML 96K 6: EX-101.PRE XBRL Presentations -- bimi-20221206_pre XML 64K 4: EX-101.SCH XBRL Schema -- bimi-20221206 XSD 13K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 12: ZIP XBRL Zipped Folder -- 0001213900-22-078509-xbrl Zip 28K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i December 6, 2022
| i BIMI International Medical Inc. |
| (Exact name of registrant as specified in its charter) |
| i Delaware | i 001-34890 | i 02-0563302 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
| ||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: + i 86 04 i 1182209211
| 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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Common stock, $0.001 par value | i BIMI | i 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).
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. ☐
C:
Item 1.01 Entry into a Material Definitive Agreement.
On December 6, 2022, BIMI International Medical Inc. (the “Company”) sold a convertible promissory note (the “Note”) to the Chairman of the Board of the Company, Mr. Fnu Oudom, for $ 2 million. The Note carries an annual interest rate of 6%, which is payable together with the principal amount one (1) year after the date of the Note. Seven (7) business days before the maturity date of the Note, the Note holder has the right to exercise a conversion right at a conversion price of $0.40, to have the aggregate amount of the principal and accrued interests repaid in shares (the “Note Shares”) of the Company’s common stock (the “Common Stock”), in lieu of cash payment. The conversion price of $0.40 reflects a 60% premium on the closing price of the Common Stock on NASDAQ on the date of issuance of the Note (the closing price of the Common Stock on NASDAQ on such date was $0.25). If the Note holder elects to exercise the conversion right and the issuance of the Note Shares requires the approval of the Company’s stockholders, the Company shall seek stockholders’ approval before the Note Shares can be issued; provided, however, that the Note holder may revoke the election of exercise of the conversion right if the stockholders’ approval has not been obtained within two (2) years of such election, in which event the Company will immediately pay the Note holder the principal balance due under the Note plus interest accrued through the date of the full payment of the Note. The Company has no obligation to file a registration statement with the SEC for the resale of the Note Shares, if issued. Based on the number of shares of Common Stock outstanding as of December 6, 2022, the Note Shares would represent approximately 12% of the Common Stock outstanding post issuance, if the Note Shares were issued on that day.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the Note, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth under Item 1.01 above is incorporated herein by reference.
C:
Item 8.01 Other Events
On December 8, 2022, the Company issued a press release announcing the sale of the Note.
A copy of the press release is attached hereto as Exhibit 99.1 and 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 does 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.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | ||
| 99.1 | ||
|
10.4 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
C:
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: December 8, 2022 |
BIMI International Medical Inc. | |
| By: | /s/ Tiewei Song | |
| Name: | Tiewei Song | |
| Title: | Chief Executive Officer | |
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/8/22 | None on these Dates | ||
| For Period end: | 12/6/22 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/19/23 Oudom Fnu SC 13D/A 1:42K BIMI International Medical Inc. EdgarAgents LLC/FA 5/04/23 BIMI International Medical Inc. 10-K 12/31/22 144:12M EdgarAgents LLC/FA |