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
Date
of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
T1,
|
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (
(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 | ||
| The
|
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. ☐
Explanatory Note
This Amendment No. 1 on Form 8-K (“Amendment No. 1”) amends Item 9.01 of the Current Report on Form 8-K filed by Shineco, Inc., a Delaware corporation (the “Company”) on September 21, 2023 (the “Original Report”) in which the Company reported, among other events, the consummation of the previously-announced acquisition (the “Acquisition”) wherein Shineco Life Science Group Hong Kong Co., Limited (“Shineco Life”), a company established under the laws of Hong Kong and a wholly owned subsidiary of the Company, acquired Dream Partner Limited, a BVI corporation (“Dream Partner”).
This Amendment No. 1 hereby amends the subsections of Item 2.01 identified below and Item 9.01 in the Original Report to include the (i) Dream Partner’s audited consolidated financial statement for the years ended June 30, 2023 and 2022, which is filed as Exhibit 99.1 to this Current Report on Form 8-K/A; (ii) Company’s unaudited pro forma condensed combined financial information as of June 30, 2023, which is filed as Exhibit 99.2 to this Current Report on Form 8-K/A; and (iii) written consent of Beijing Quanrui CPAs, Dream Partner’s Independent Registered Public Accounting Firm, which is filed as Exhibit 23.1 to this Current Report on Form 8-K/A.
The text of the Original Report is hereby incorporated by reference. This Amendment No. 1 solely amends the subsections of Item 2.01 and 9.01 as identified below, and the Item 2.01 and 9.01 of the Original Report otherwise remain unchanged. This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report. Capitalized terms not otherwise defined herein shall have their respective meanings ascribed to them in the Original Report.
Item 2.01 Completion of Acquisition or Disposition of Assets
As previously reported by the Company in its Original Report, the Company consummated the Acquisition of Dream Partner on September 19, 2023. The purpose of this Current Report on Form 8-K/A is to file the required financial information related to the Acquisition.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 23.1 | Consent of Beijing Quanrui CPAs | |
| 99.1 | Audited Financial Statement of Dream Partner Limited for the years ended June 30, 2023 and 2022 | |
| 99.2 | Unaudited pro-forma financial statements as of June 30, 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: December 1, 2023 | SHINECO, INC. | |
| By: | /s/ Jennifer Zhan | |
| Name: | Jennifer Zhan | |
| Title: | Chief Executive Officer | |