UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
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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).
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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 2.01 Completion of Acquisition or Disposition of Assets
On May 12, 2025 (the “Closing Date”), Shineco Life Science Group Hong Kong Co., Limited (“Shineco Life Science”), a subsidiary of Shineco, Inc. (the “Company”), closed the acquisition of 75% of the equity interests in FuWang (HK) International Company Limited, a company limited by shares incorporated in Hong Kong (“FuWang (HK)”), pursuant to the stock purchase agreement (the “SPA”) dated March 20, 2025 with Yi Yang, the only shareholder of FuWang (HK) (the “Seller”). On or prior to the Closing Date, the closing conditions as set forth in the SPA were satisfied or otherwise waived by the parties thereto, and the Seller has transferred 75% of the equity interests in FuWang (HK) to Shineco Life Science; therefore, FuWang (HK) became a direct subsidiary of Shineco Life Science. In exchange, Shineco Life Science paid to the Seller RMB 63.89 million (approximately US$8.9 million) in cash, and the Company issued 3,400,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”) and transferred the 71.42% equity interests in Dream Partner Limited it holds (the “Dream Partner Shares”) to the Seller.
The Shares were issued in reliance on Rule 902 of Regulation S promulgated under the Securities Act of 1933, as amended, and the Seller represented that he was not a resident of the United States or a “U.S. person” as defined in Rule 902(k) of Regulation S and was not acquiring the Shares for the account or benefit of any U.S. person.
A copy of the SPA is filed as Exhibit 2.1 hereto and is incorporated herein by reference. The above description of the SPA is qualified in its entirety by reference to such exhibit.
Item 3.02 Unregistered Sales of Equity Securities
The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its entirety.
Item 8.01 Other Events
The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 8.01 in its entirety.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date this report on Form 8-K must be filed.
(b) Pro Forma Financial Information
The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date this report on Form 8-K must be filed.
(d) Exhibits
Exhibit No. | Description | |
2.1 | Form of Stock Purchase Agreement by and between Shineco Life Science and the Seller (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 20, 2025) | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included as Exhibit 101). |
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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.
Shineco Inc. | ||
Date: May 13, 2025 | By: | /s/ Jennifer Zhan |
Jennifer Zhan, Chief Executive Officer |
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