UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On June 19, 2023, Shineco, Inc. (the “Company”) entered into a certain securities purchase agreement (the “SPA”) with a certain non-U.S. investor (the “Buyer”), pursuant to which the Company agreed to sell, and the Buyer agreed to purchase an aggregate of up to 1,137,170 shares of common stock of the Company (the “Buyer Shares”) at a price of $1.05 per share (the “Buyer Offering”).
On June 21, 2023, the Company entered into a certain stock purchase agreement (the “Purchase Agreement,” together with the SPA as the “Agreements”) with certain non-U.S. investors (collectively as the “Investors,” together with the Buyer as the “Purchasers”), pursuant to which the Company agreed to sell, and the Investors agreed to purchase, severally and not jointly, an aggregate of up to 4,000,000 shares of common stock of the Company (the “Investor Shares,” together with the Buyer Shares as the “Shares”) at a price of $0.5 per share (the “Investor Offering,” together with the Buyer Offering as the “Offerings”).
Each Purchaser has represented that he or she is not a resident of the United States and is not a “U.S. person” as defined in Rule 902(k) of Regulation S under the Securities Act and is not acquiring the Shares for the account or benefit of any U.S. person.
In reliance on the Purchasers’ representations to the Company, the Shares to be issued in the Offerings are not subject to the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation S promulgated thereunder.
The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of the Agreements, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2, and are incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its entirety.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
The following exhibits shall be deemed to be furnished, and not filed:
| Exhibit Number | Description | |
| 10.1 | Securities Purchase Agreement, dated June 19, 2023 | |
| 10.2 | Securities Purchase Agreement, dated June 21, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included as Exhibit 101). |
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: June 23, 2023 | SHINECO, INC. | |
| By: | /s/ Jennifer Zhan | |
| Name: | Jennifer Zhan | |
| Title: | Chief Executive Officer | |