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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EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K (“Amendment No. 1”) amends Item 1.01 and 9.01 of the Current Report on Form 8-K filed by Shineco, Inc., a Delaware corporation (the “Company”) filed on December 28, 2023 (the “Original Report”). This Amendment No. 1 is being filed to (i) include the written opinion from Sichenzia Ross Ference Carmel LLP (which was inadvertently omitted from the Original Report), counsel to the Company, regarding the validity of the securities issued in the offering as Exhibit 5.1, and (ii) announce the closing of the offering. This Amendment No.1 affects only Exhibit 5.1 and does not otherwise change or update the disclosures or financial information set forth the Original Report and does not otherwise reflect events occurring after the Original Report, except as set forth herein.
Item 1.01 Entry into a Material Definitive Agreement.
On December 22, 2023, Shineco, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain non-US investors (the “Investors”). Under the Purchase Agreement, the Company sold to the Investors, 12,000,000 shares (the “Shares”) of its common stock at a per share purchase price of $0.12 (subject to the terms and conditions of the Purchase Agreement). On December 29, 2023, the Company closed the offering for gross proceeds of $1,440,000.
The Shares were offered, and issued, pursuant to the prospectus supplement (the “Prospectus Supplement”), dated December 22, 2023, to the Prospectus included in the Company’s Registration Statement on Form S-3, as amended (Registration No. 333-261229) filed with the Securities and Exchange Commission on November 19, 2021, and declared effective on June 10, 2022.
Sichenzia Ross Ference Carmel LLP, counsel to the Company, has issued an opinion to the Company regarding the validity of the Shares issued in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to Exhibit 10.1 attached hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
| 5.1 | Opinion of Sichenzia Ross Ference Carmel LLP | |
| 10.1 | Form of Securities Purchase Agreement | |
| 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: January 4, 2024 | SHINECO, INC. | |
| By: | /s/ Jennifer Zhan | |
| Name: | Jennifer Zhan | |
| Title: | Chief Executive Officer | |