SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
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): July 19, 2019
SHINECO, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37776 | 52-2175898 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
Room 1001, Building T5,
DaZu Square, Daxing District,
Beijing, People’s Republic of China
(Address of principal executive offices)
Registrant’s telephone number, including area code: (+86) 10-87227366
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 | ||
| Common Stock | TYHT | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405 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).
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 July 19, 2019, Shineco, Inc., a Delaware corporation (the “Company”), entered into a strategic cooperation agreement (the “Agreement”) with Heilongjiang Harbin Beima Technology Development Co., Ltd.(“HBTD”) for industrial hemp related research, production, and sales including cosmeceuticals, pharmaceuticals, health care products, etc. Pursuant to the Agreement the Company and HBTD will cooperate for 3 years and each will provide R&D, production and sales of industrial hemp related products. HBTD is fully responsible for the R&D, the labor and marketing cost and the production and market expansion of the cooperation products under the Agreement. During the first year of the Agreement, all income will be distributed to HBTD. In the 2nd year of the Agreement, the Company and HBTD will receive 15% and 85% of the income, respectively. In the 3rd year of the Agreement, the Company and HBTD will receive 20% and 80% of the income, respectively.
The foregoing description of the Agreement is qualified in its entirety by reference to the complete text of such agreement which will be filed as an exhibit to a Form 10-Q of the Company, as required.
| ITEM 8.01 | Other Events |
On November 21, 2017, the Company, filed with the SEC a registration statement on Form S-3 (File No. 333-221711) which was declared effective on December 19, 2017 (the “Shelf Registration Statement”). The Shelf Registration Statement utilizes a shelf registration process under which the Company may, from time to time, sell up to $25,000,000 in the aggregate of common stock and other types of securities as specified in the Shelf Registration Statement. The Company filed a prospectus supplement to the Shelf Registration Statement on September 27, 2018, as amended on January 2, 2019 (the “Pro Supp”), to cover the offering of up to 4,046,814 shares of common stock (the “Offering”) pursuant to which the Company sold 1,637,700 shares of common stock on September 28, 2018. Effective July 23, 2019, the Company has terminated the Offering.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release dated July 25, 2019 |
1
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
SHINECO, INC. | ||
| By: | /s/ Yuing Zhang | |
| Name: | Yuing Zhang | |
| Its: | Chief Executive Officer | |
Dated: July 25, 2018
2
Exhibit 99.1
Shineco, Inc. to Launch Hemp Based Cosmeceutical Products in August
BEIJING, July 25, 2019 -- Shineco, Inc. ("Shineco" or the "Company"; NASDAQ: TYHT), a producer and distributor of Chinese herbal medicines, organic agricultural produce, specialized textiles, and various health and well-being focused plant-based products in China, announced today that the Company expects to launch hemp based cosmeceutical products on the Chinese market in August 2019 under its brand, LABEE.
The Company entered into a strategic cooperation agreement (the “Agreement”) with Heilongjiang Harbin Beima Technology Development Co., Ltd.(“HBTD”) on July 19, 2019 for industrial hemp related research, production, and sales including cosmeceuticals, pharmaceuticals, health care products, etc.
Previously, the company gained the exclusive use right of the hemp seed “M11” (the CBD of which can reach 2.97%) through the Institute of Bast Fiber Crops, Chinese Academy of Agricultural Science. The company also jointly developed CBD processing and extraction equipment with the Robot Team of Harbin Institute of Technology.
Mr. Yuying Zhang, Chairman and Chief Executive Officer of Shineco, commented, “This is another milestone in our path to realize the potential of industrial hemp industrialization. For the product development under the LABEE brand, we cooperated with a team of world-class engineers and scientists.”
Mr. Zhang continued, “We have completed the research and development of 18 products under the LABEE brand with CBD as the main component, including hemp leaf active repair mask series, hemp leaf beauty brightening mask and hemp leaf care mask. Experiments have proved that these products have anti-inflammatory, moisturizing, and antioxidant effects, and can be used to relieve skin sensitization and redness, establish protective barriers for skin surface, improve skin self-repair, and treat eczema. We expect to first launch these products in China in August before introducing them to the global market in the future.”
About Shineco, Inc.
Incorporated in Delaware in August 1997 and headquartered in Beijing, China, Shineco is a holding company. Through its subsidiaries and variable interest entities, Shineco undertakes vertically- and horizontally-integrated production, distribution, and sales channels to provide health and well-being focused plant-based products in China. Utilizing modern engineering technologies and biotechnologies, Shineco produces, among other products, Chinese herbal medicines, organic agricultural produce, and specialized textiles. For more information about Shineco, please visit http://tianyiluobuma.com.
1
Forward-Looking Statements
This press release contains information about Shineco's view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets into its portfolio of products and services, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary to meet the requirements of its clients, and its ability to protect its intellectual property. Shineco encourages you to review other factors that may affect its future results in Shineco's registration statement and in its other filings with the Securities and Exchange Commission.
For more information, please contact:
Tina
Xiao
Ascent Investor Relations LLC
Phone: +1-917-609-0333
Email: tina.xiao@ascent-ir.com
2