8-K

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 Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1, 2022

BIMI International Medical Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-34890	02-0563302
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9th Floor, Building 2, Chongqing Corporation Avenue, Yuzhong District, Chongqing, P. R. China	116000
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (8604) 1182209211

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:

☐	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
Common stock, $0.001 par value	BIMI	The Nasdaq Stock Market LLC

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On February 1, 2022, the Registrant entered into an Amendment No. 3 to the Stock Purchase Agreement and Settlement Agreement (the “Amendment and Settlement Agreement”) with Mr. Yu Xiang (the “Seller”), a citizen of the People’s Republic of China, to amend the Stock Purchase Agreement dated as of December 15, 2020, as amended on April 6, 2021 and December 17, 2021, respectively (together the “Original SPA”), by and among the Registrant, CHAOHU ZHONGSHAN MINIMALLY INVASIVE HOSPITAL and the Seller.

The Amendment and Settlement Agreement contemplated the reduction of the purchase price, including a retroactive 50% decrease in the Closing Cash Payment and a 50% retroactive decrease in the Deferred Closing Stock Payment (all as defined in the Original SPA) and a 50% reduction of the 2021 and 2022 performance targets, as described in the Original SPA.

As a result of such amendment, the Seller agreed to return to the Registrant RMB 40,000,000 in cash and 1 million shares of the Registrant’s common stock, both were previously delivered to the Seller as part of the closing consideration under the Original SPA.

The foregoing description of the Amendment and Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment and Settlement Agreement, which is filed as Exhibit 4.1 hereto, and is incorporated herein by reference.

Item 8.01 Other Events

On February 2, 2022, the Registrant issued a press release announcing the entry into of the Amendment and Settlement 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.

The information in this Current Report on Form 8-K, including Exhibit 99.1, may contain forward-looking statements based on management’s current expectations and projections, which are intended to qualify for the safe harbor of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The statements contained herein that are not historical facts are considered “forward-looking statements.” Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. In particular, statements regarding the efficacy of investment in research and development are examples of such forward-looking statements. The forward-looking statements include risks and uncertainties, including, but not limited to, the effect of political, economic, and market conditions and geopolitical events; legislative and regulatory changes that affect our business; the availability of funds and working capital; the actions and initiatives of current and potential competitors; investor sentiment; and our reputation. The Registrant does not undertake any responsibility to publicly release any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this report. The factors discussed herein are expressed from time to time in the Registrant’s filings with the Securities and Exchange Commission available at http://www.sec.gov.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. 

Exhibit No.	Description
4.1	Amendment No. 3 to Stock Purchase Agreement and Settlement Agreement dated February 1, 2022
99.1	Press Release Dated February 2, 2022
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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 hereunto duly authorized.

Dated: February 2, 2022	BIMI International Medical Inc.
	By:	/s/ Tiewei Song
	Name:	Tiewei Song
	Title:	Chief Executive Officer

2

EX-4.1

Exhibit 4.1

AMENDMENT No. 3 to Stock purchase AGREEMENT and settlement Agreement

This Amendment No. 3 to Stock Purchase Agreement and Settlement Agreement (this “Agreement”) is made and entered into as of January ___, 2022 by and among BIMI INTERNATIONAL MEDICAL INC., a company organized under the laws of the state of Delaware (“Buyer”), and Mr. Yu Xiang, a citizen of the PRC ( “Seller”). Each of the parties named above may be referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Buyer, Seller and CHAOHU ZHONGSHAN MINIMALLY INVASIVE HOSPITAL, a company organized under the laws of the PRC (“Zhongshan”) are parties to that certain Stock Purchase Agreement dated as of December 15, 2020, as amended on April 6, 2021 and December 17, 2021, respectively (the “Original Agreement”), where Buyer purchased all the issued and outstanding shares of capital stock of Zhongshan from Seller;

WHEREAS, the Parties desire to amend certain terms and conditions of the Original Agreement with respect to post closing performance targets and payments and settle certain payments as a result of such amendment;

WHEREAS, pursuant to Section 12.7 of the Original Agreement, amendments to the Original Agreement shall be in writing and shall require the written consent of all parties involved; and

WHEREAS, the undersigned constitute all parties to the Original Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. Defined Terms. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Agreement.

2. Amendment.

(1) Amendment. The Parties hereby agree to amend the Original Agreement (as amended by this Agreement, the “Amended Agreement”) as follows:

(a) Purchase Price, Closing Cash Payment and Deferred Closing Stock Payment. The Original Agreement shall be amended, mutatis mutandis, to reflect the parties’ agreement that the Purchase Price shall be reduced from RMB 120,000,000 to RMB 60,000,000, the Closing Cash Payment shall be retroactively reduced from RMB 40,000,000 to RMB 0 and the Deferred Closing Stock Payment shall be retroactively reduced from 2,000,000 Buyer Shares to 1,000,000 Buyer Shares.

(b) Performance Targets and Payments. The Original Agreement shall be amended, mutatis mutandis, to reflect the parties’ agreement that the 2021 Revenue Target shall be reduced from RMB 30,000,000 to RMB 15,000,000, the 2021 Profit Target shall be reduced from RMB 5,000,000 to RMB 2,500,000, the 2022 Revenue Target shall be reduced from RMB 33,000,000 to RMB 16,500,000 and the 2022 Profit Target shall be reduced from RMB 5,500,000 to RMB 2,750,000.

(2) Settlement. As a result of the amendments sets forth in Section 2 (1) (a) hereof, the Parties agree to the following settlement terms:

(a) Immediately after the signing of this Agreement, Seller shall execute and deliver all documents as requested by Buyer in order to cause the return to Buyer of 1,000,000 Buyer Shares, which were issued to Seller.

(b) Within [Ten (10)] business days after the signing of this Agreement, Seller shall return to Buyer RMB 40,000,000 in cash, which was paid by Buyer to Seller as the Closing Cash Payment, by wire transfer of immediately available funds pursuant to the wire instructions provided by Buyer.

(3) Reference to and Effect on the Original Agreement. On or after the date hereof, each reference in the Original Agreement to “this Agreement,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Original Agreement as amended hereby. No reference to this Agreement need be made in any instrument or document at any time referring to the Original Agreement, a reference to the Original Agreement in any of such to be deemed a reference to the Amended Agreement.

(4) No Other Amendments. Except as set forth herein, the Original Agreement shall remain in full force and effect in accordance with its terms, which such terms are hereby ratified and confirmed and remain in full force and effect.

3. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

4. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

5. Governing Law; jurisdiction. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties shall be governed, construed and interpreted in accordance with the laws of the People’s Republic of China without regard to its choice of laws principles. Each Party hereby irrevocably and unconditionally submits to the jurisdiction of the court in the People’s Republic of China with competent jurisdiction.

6. Representation by Counsel. Each of the parties hereto has been represented or has had the opportunity to be represented by legal counsel of their own choice.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

BUYER:
BIMII INTERNATIONAL MEDICAL INC.
By:	/s/ Tiewei Song
Name:	Tiewei Song
Title:	CEO
SELLER:
Yu xiang
By:	/s/ Yu Xiang
Name:	Yu Xiang

EX-99.1

Exhibit 99.1

BIMI Announces Amendment to Stock Purchase Agreement of Chaohu Zhongshan Minimally Invasive Hospital

NEW YORK, Feb. 02, 2022 (GLOBE NEWSWIRE) -- BIMI International Medical Inc. (NASDAQ: BIMI) (“BIMI” or the “Company”), a healthcare products and services provider, today announced that on February 1, 2022, the Company entered into an Amendment and Settlement Agreement to amend the Stock Purchase Agreement relating to the acquisition of Chaohu Zhongshan Minimally Invasive Hospital (“Zhongshan Hospital”) dated in December 2020. The Amendment reduces post-closing performance targets and payments and settles certain payments as a result of such amendment.

Pursuant to the amendment, the Purchase Price was retroactively reduced by 50% from RMB 120,000,000 (currently approximately US$18,864,957) to RMB 60,000,000 (currently approximately US$9,432,479), the Closing Cash Payment was retroactively reduced from RMB 40,000,000 to nil and the Deferred Closing Stock Payment was retroactively reduced from 2,000,000 shares of the Company’s Common Stock to 1,000,000 shares of the Company’s Common Stock. The 2021 Revenue Target was also reduced by 50% from RMB 30,000,000 to RMB 15,000,000, the 2021 Profit Target was reduced from RMB 5,000,000 to RMB 2,500,000, the 2022 Revenue Target was reduced from RMB 33,000,000 to RMB 16,500,000 and the 2022 Profit Target was reduced from RMB 5,500,000 to RMB 2,750,000.

As a result of the amendments above, the parties agree to the following settlement terms:

a. Immediately after the signing of this Agreement, the seller of Zhongshan Hospital will execute and deliver all documents as requested by the Company in order to cause the return of 1,000,000 shares of the Company’s Common Stock.

b. Before December 31, 2022, the seller will return RMB 40,000,000 in cash to the Company, which was previously paid by the Company.

“The current market conditions provided us the opportunity to amend the agreement and reduce the Company’s acquisition cost, “said Mr. Tiewei Song, Chief Executive Officer and President of BIMI International Medical Inc. “We believe our focus on gynecology, especially high- end diagnostics equipment and surgical instruments, has great growth potential and profit-generation ability and can bring a new revenue stream to the Company.”

About BIMI International Medical Inc.

BIMI International Medical Inc. was founded in 2006. The Company is now exclusively a healthcare products and services provider, offering a broad range of healthcare products and related services and operates five private hospitals in China. For more information, please

visit www.usbimi.com.

Safe Harbor Statement

Certain matters discussed in this news release are forward-looking statements that involve a number of risks and uncertainties including, but not limited to, the Company’s ability to achieve profitable operations, its ability to continue to operate as a going concern, its ability to continue to meet NASDAQ continued listing requirements, the effects of the spread of COVID-19, the demand for the Company’s products and services in the People’s Republic of China, general economic conditions and other risk factors detailed in the Company’s annual report and other filings with the United States Securities and Exchange Commission.

IR Contact:

Dragon Gate Investment Partners LLC

Tel: +1(646)-801-2803

Email: BIMI@dgipl.com

XML

Cover	Feb. 01, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 01, 2022
Entity File Number	001-34890
Entity Registrant Name	BIMI International Medical Inc.
Entity Central Index Key	0001213660
Entity Tax Identification Number	02-0563302
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9th Floor, Building 2
Entity Address, Address Line Two	Chongqing Corporation Avenue
Entity Address, Address Line Three	Yuzhong District
Entity Address, City or Town	Chongqing
Entity Address, Country	CN
Entity Address, Postal Zip Code	116000
City Area Code	8604
Local Phone Number	1182209211
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	BIMI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable