8-K/A 1 ea141857-8ka1_boqiinter.htm AMENDMENT NO. 1 TO FORM 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

February 5, 2021

Date of Report

(Date of earliest event reported)

 

BOQI International Medical Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   000-50155   02-0563302
(State or other jurisdiction
of incorporation)
 

(Commission File Number)

  (IRS Employer
Identification No.)

 

Room 3601, Building A, Harbour View Place, No. 2 Wuwu Road,
Zhongshan District, Dalian, Liaoning Province, P. R. China, 116000

(Address of principal executive offices and zip code)

 

(8604) 1182209211

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

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))

 

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).

 

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. ☐

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, $0.001 par value   BIMI   The NASDAQ Capital Market

 

 

 

 

 

  

2.01 Completion of Acquisition or Disposition of Assets

 

This Amendment No. 1  to our Current Report on Form 8-K (this “Amendment”) is being filed by BOQI International Medical Inc. (the “Company”) for the purpose of amending Item 9.01 of that certain Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on February 10, 2021 (the “Original Form 8-K”) in connection with the February 5, 2021 completion of the acquisition of Chaohu Zhongshan Minimally Invasive Hospital (“Zhongshan”), a private hospital organized under the laws of the People’s Republic of China. The Zhongshan acquisition was first announced on December 15, 2020.  As indicated in the Original Form 8-K, this Amendment is being filed to provide the financial statements and pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, which were not previously filed with the Original Form 8-K as permitted by the rules of the SEC.  

 

Item 9.01 Financial Statements and Exhibits

 

(a) Financial Statements of Business Acquired

 

The following financial statements of Zhongshan are being filed as exhibits hereto and are incorporated by reference herein:

 

The audited combined financial statements of Zhongshan as of and for the years ended December 31, 2020 and 2019 are filed as Exhibit 99.1 to this Current Report on Form 8-K/A.

 

(b) Pro Forma Financial Information

 

The unaudited pro forma condensed combined statements of operations of the Company as of and for the year ended December 31, 2020, giving effect to the acquisition of Zhongshan, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A.

 

(c) Exhibits

 

Exhibit No.   Description
99.1   The audited combined financial statements of Zhongshan as of and for the years ended December 31, 2020 and 2019.
99.2   The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 giving effect to the acquisition of Zhongshan.

 

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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 thereunto duly authorized.

 

Date: June 2, 2021 BOQI International Medical Inc.
  (Registrant)
     
  By: /s/ Tiewei Song
    Tiewei Song
    Chief Executive Officer

 

 

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