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 1, 2020
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
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Room 3601, Building A, Harbour View
Place, No. 2 Wuwu Road, | ||||
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(Address of principal executive offices and zip code)
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| (8604) 1182209211 | ||||
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(Registrant’s telephone number, including area code)
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| 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 |
EXPLANATORY NOTE
This Amendment to our Current Report on Form 8-K filed on February 3, 2020 is filed solely to correct a typo in the reported amount of the Cash Consideration. The correct amount of the Cash Consideration is RMB 80,000,000 and not RMB 800,000,000. The incorrect amount was both in the Form 8-K and in the attached press release, which is rereleased as amended
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 1, 2020, the Registrant entered into a stock purchase agreement (the “Agreement”) with BEIJING XIN RONG XIN INDUSTRIAL DEVELOPMENT CO., LTD., a company organized under the laws of the People’s Republic of China (the “PRC”) (“Buyer”), CHONGQING GUANZAN TECHNOLOGY CO., LTD., a company organized under the laws of the PRC (“Chongqing Guanzan”) and Mr. Zhou Li, an individual residing in the PRC (“Seller”).
Pursuant to the Agreement, Buyer, a wholly-owned subsidiary of the Registrant, will purchase all the issued and outstanding shares (the “Shares”) of Chongqing Guanzan from Seller.
The aggregate purchase price for the Shares is RMB 100,000,000 (currently approximately $14,285,714), to be paid in 950,000 shares of common stock of the Registrant (the “Stock Consideration”) and RMB 80,000,000 in cash (the “Cash Consideration”). The Stock Consideration will be paid at closing and the Cash Consideration, which is subject to post-closing adjustments based on the performance of Chongqing Guanzan in 2020 and 2021, will be paid pursuant to a post-closing payment schedule.
The closing of the Agreement is expected to be on or about April 20, 2020, subject to necessary regulatory approvals.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement which is filed as Exhibit 4.1 hereto, and is incorporated herein by reference.
The Registrant previously reported on its intention to purchase Chongqing Guanzan. Please see the Registrant’s Form 8-K dated December 3, 2019 for further information.
ITEM 8.01 OTHER INFORMATION
On February 3, 2020, the Registrant issued a press release announcing the entry into of the 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 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. Additionally, the Registrant does not undertake any responsibility to update you on the occurrence of any unanticipated events, which may cause actual results to differ from those expressed or implied by any forward-looking statements. 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.
| Exhibit | Description | |
| 4.1* | Stock Purchase Agreement dated February 1, 2020 | |
| 99.1 | Amended Press Release dated February 4, 2020 |
* Previously Filed.
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: February 4, 2020 | BOQI International Medical Inc. | |
| (Registrant) | ||
| By: | /s/ Tiewei Song | |
| Tiewei Song | ||
| Chief Executive Officer | ||
Exhibit 99.1
Correction: BOQI International Medical Enters into Material Definitive Agreement to Acquire Chongqing Guanzan Technology
New York, Feb. 04, 2020 (GLOBE NEWSWIRE) -- In a release issued under the same headline on Monday, February 3, 2020 by BOQI International Medical Inc. (NASDAQ: BIMI), in the third paragraph, the Cash Consideration to be paid should have been RMB 80,000,000 (currently approximately $11,428,571), not RMB 800,000,000. The corrected release follows:
BOQI International Medical Inc. (NASDAQ: BIMI) (“BIMI” or the “Company”) today announced that it has entered into a stock purchase agreement (the “Agreement”) to acquire Chongqing Guanzan Technology Co., Ltd., (“Chongqing Guanzan”) through its wholly-owned subsidiary Beijing Xin Rong Xin Industrial Development Co., Ltd. (“Buyer”)
Chongqing Guanzan is a Chinese medical distributor with distribution channels covering over 4,000 pharmacies, over 4,000 clinics, 50 hospitals and 130 pharmaceutical companies nationwide. Chongqing Guanzan also has about ten world-leading medical device suppliers such as Stryker, GE, Siemens, Philips and Olympus.
Pursuant to the Agreement, the Buyer will purchase all the issued and outstanding shares (the “Shares”) of Chongqing Guanzan. The aggregate purchase price for the Shares is RMB 100,000,000 (currently approximately $14,285,714), to be paid in 950,000 shares of common stock of the Company (the “Stock Consideration”) and RMB 80,000,000 in cash (the “Cash Consideration”). The Stock Consideration will be paid at closing and the Cash Consideration, which is subject to post-closing adjustments based on the performance of Chongqing Guanzan in 2020 and 2021, will be paid pursuant to a post-closing payment schedule. The closing of the agreement is expected to be on or about April 20, 2020, subject to necessary regulatory approvals.
“By joining BOQI International Medical, Chongqing Guanzan and our employees will benefit from its supply chain management, as well as the greater resources of a larger, public company,” said Xiaoping Wang, Chief Executive Officer of Chongqing Guanzan. “Importantly, we will maintain our continued commitment to outstanding product quality and strong relationships with suppliers and customers."
“This is a milestone acquisition which substantially accelerates our pharmacy expansion and member growth in Southwest China,” said Mr. Tiewei Song, Chief Executive Officer and President of BOQI International Medical Inc. “Southwest China has about 200 million people and increasing market demand, which is a key area of our expansion strategy. The acquisition enhances our market position in Southwest China by bringing vital distribution channels, a best-in-industry management team, and local media influence. By consolidating new distribution channels, we can increase distribution channel efficiency and ensure supply during the current coronavirus outbreak. Based on our extensive engagement with Chongqing Guanzan over the past several months, we are confident that Chongqing Guanzan's support will enable BOQI International Medical to execute on its strategy and next phase of growth.”
About BOQI International Medical Inc.
BOQI International Medical Inc. (formerly known as NF Energy Saving Corporation) (NASDAQ: BIMI) was founded in 2006. In February 2019, the Board of Directors of the company was reorganized following efforts led by Mr. Yongquan Bi, the company’s new Chairman, with a renewed focus on the health industry. The company is now transforming from a provider of integrated energy conservation solutions utilizing energy-saving equipment, technical services and energy management re-engineering project operations to a medical and health service provider. BOQI International Medical Inc. offers a broad range of consumer-directed health products and related services, including medical, pharmacy and behavioral health plans, chronic disease management services, and health information technology products and services. BOQI International Medical Inc. is community-based and locally focused, engaging consumers with more affordable, accessible, simple and seamless care they need when and where they need it.
Safe Harbor Statement
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. We do 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. Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events, which may cause actual results to differ from those expressed or implied by any forward-looking statements. The factors discussed herein are expressed from time to time in our filings with the Securities and Exchange Commission available at http://www.sec.gov.
IR
Contact:
Dragon Gate Investment Partners LLC
Tel: +1(646)-801-2803
Email: BIMI@dgipl.com