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 AND EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): April 22, 2025

SHINECO, INC.

(Exact name of registrant as specified in its charter)

T1, South Tower, Jiazhaoye Square, Chaoyang District,

Beijing, People’s Republic of China 100022

(Address of principal executive offices)

Registrant’s telephone number, including area code: (+86) 10-87227366

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 1.01 Entry into a Material Definitive Agreement.

On April 22, 2025, Shineco Life Science Group Hong Kong Co., Limited (“Shineco Life Science”), a subsidiary of Shineco, Inc. (the “Company”), entered into a share purchase agreement (the “SPA”) with Dr. Lim Kah Meng (the “Seller”), the sole shareholder of InfiniClone Limited, a company incorporated under the laws of Hong Kong (“InfiniClone”). Pursuant to the SPA, the Seller shall sell 51% of the equity interests in InfiniClone Limited that he holds (the “InfiniClone Shares”) to Shineco Life Science. In consideration of the sale of the InfiniClone Shares, Shineco Life Science shall pay the Seller US$19,895,600 in cash (the “Cash”), and the Company shall issue and transfer 3,450,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”) to the Seller, subject to the terms and conditions set forth therein. Each of the SPA, the transaction contemplated thereby and the issuance of the Shares has been approved by the Company’s board of directors.

As of the date hereof, the Cash has not been paid, and the Shares and the InfiniClone Shares have not yet been transferred. Pursuant to the SPA, the Seller agreed to transfer the InfiniClone Shares to Shineco Life Science, Shineco Life Science agreed to pay the Seller the Cash and the Company shall issue and transfer the Shares to the Seller within 90 days after the execution of the SPA, respectively. The SPA contains other customary obligations and rights of the parties.

The foregoing description of the SPA is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

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.