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
Date
of report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
Registrant’s
telephone number, including area code: (
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:
| 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:
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
|
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 August 22, 2024, Shineco, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with 22 purchasers, each an unrelated third party to the Company (collectively, the “Purchasers”). Pursuant to the SPA, the Purchasers agree to purchase, and the Company agreed to issue and sell to the Purchasers, an aggregate of 14,985,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), at a purchase price of $0.55 per share, and for an aggregate purchase price of $8,241,750 (the “Offering”). The Shares were offered under the Company’s registration statement on Form S-3 (File No. 333-261229), initially filed with the U.S. Securities and Exchange Commission on November 19, 2021, as amended on May 11, 2022, and on June 3, 2022, and was declared effective on June 10, 2022 (the “Registration Statement”). A prospectus supplement to the Registration Statement in connection with this Offering was filed with the U.S. Securities and Exchange Commission on or about September 10, 2024. The SPA, the transaction contemplated thereby, and the issuance of the Shares have been approved by the Company’s board of directors.
The Company has received gross proceeds, before deducting the offering expenses payable by the Company, of $8,241,750 from the issuance and sale of the Shares. The closing of the transaction contemplated by the SPA took place on September 10, 2024, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended.
The foregoing description of the SPA is qualified in its entirety by reference to the full text of the Form of Securities 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
| Exhibit No. | Description | |
| 1.1 | Form of Securities Purchase Agreement by and among the Company and the Purchasers (incorporated by reference to Exhibit 10.1 of our Form 8-K filed with the Securities and Exchange Commission August 28, 2024) | |
| 5.1 | Opinion of Hunter Taubman Fischer & Li LLC | |
| 23.1 | Consent of Hunter Taubman Fischer & Li LLC (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included as Exhibit 101). |
| 2 |
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: September 17, 2024 | By: | /s/ Jennifer Zhan |
| Jennifer Zhan, Chief Executive Officer | ||
| 3 |