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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/14/21 BIMI International Medical Inc. 8-K:1,8,9 9/10/21 12:575K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 30K 2: EX-4.1 Stock Purchase Agreement Dated September 10, 2021 HTML 196K 3: EX-99.1 Press Release Dated September 14, 2021 HTML 9K 8: R1 Cover HTML 49K 10: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- ea147358-8k_bimiinter_htm XML 15K 9: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.LAB XBRL Labels -- bimi-20210910_lab XML 96K 5: EX-101.PRE XBRL Presentations -- bimi-20210910_pre XML 64K 6: EX-101.SCH XBRL Schema -- bimi-20210910 XSD 12K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 12: ZIP XBRL Zipped Folder -- 0001213900-21-047876-xbrl Zip 60K
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 BIMI International Medical Inc.
(Exact name of registrant as specified in its charter)
i Delaware | i 000-50155 | i 02-0563302 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
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):
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. ☐
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 | The i NASDAQ Capital Market |
C:
Item 1.01 Entry into a Material Definitive Agreement.
On September 10, 2021, the Registrant entered into a Stock Purchase Agreement (the “Agreement”) to acquire Chongqing Zhuoda Pharmaceutical Co., Ltd. (“Zhuoda”), a distributor of pharmaceuticals and biologicals located in Chongqing, the largest city in the southwest regional of the People’s Republic of China. Zhuoda’s fully owned subsidiary, Chongqing Ganmei Medical Devices Co., Ltd., is engaged in distribution of medical devices and medical supplies.
Pursuant to the Agreement, BIMI will purchase all the issued and outstanding equity interests in Zhuoda in consideration of US$11,617,500 (RMB 75,000,000). The entire purchase consideration will be paid in shares of BIMI’s common stock. At the closing, 2,200,000 shares of common stock of BIMI valued at RMB 43,560,000, or $3.00 per share (approximately US$6,600,000) will be issued as partial consideration for the purchase of Zhuoda. The remainder of the purchase price of approximately US$4,800,000 (RMB 31,680,000), is subject to post-closing adjustments based on the performance of Zhuoda in 2022 and 2023.
If the net profit of Zhuoda in 2022 equals or exceeds the net profit target, which is RMB 5,000,000 (approximately US $770,000), 50% of the Earnout Amount will be paid to the sellers or their designees by the issuance of 800,000 shares of BIMI’s common stock. If the net profit target is not met, a reduced number of shares of BIMI common stock will be issuable based on the ratio of the actual net profit to the net profit target. The sellers or their designees will receive 50% (or a smaller portion) of the Earnout Amount (800,000 shares of BIMI common stock), subject to Zhuoda reaching a similar performance target in 2023.
The closing of the Agreement is expected to take place in late September 2021, subject to necessary regulatory approvals.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 4.1 hereto, and is incorporated herein by reference.
ITEM 8.01 OTHER INFORMATION
On September 14, 2021, the Registrant issued a press release announcing the entry into of the Agreement.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information under this Item 8.01, including Exhibit 99.1, is deemed “furnished” and not “filed” under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit | Description | |
4.1 | Stock Purchase Agreement dated September 10, 2021 | |
99.1 | Press Release dated September 14, 2021 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
C:
C: 1
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: September 14, 2021 | BIMI International Medical Inc. | |
(Registrant) | ||
By: | /s/ Tiewei Song | |
Tiewei Song | ||
Chief Executive Officer |
2
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 9/14/21 | None on these Dates | ||
For Period end: | 9/10/21 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/04/23 BIMI International Medical Inc. 10-K 12/31/22 144:12M EdgarAgents LLC/FA 8/31/22 BIMI International Medical Inc. 10-K/A 12/31/21 141:10M EdgarAgents LLC/FA 4/15/22 BIMI International Medical Inc. 10-K 12/31/21 139:10M EdgarAgents LLC/FA |