UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On August 22, 2024, Shineco, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with 22 purchasers, each an unrelated third party to the Company (collectively, the “Purchasers”). Pursuant to the SPA, the Purchasers agree to purchase, and the Company agreed to issue and sell to the Purchasers, an aggregate of 14,985,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), at a purchase price of $0.55 per share, and for an aggregate purchase price of $8,241,750 (the “Offering”). The Shares were offered under the Company’s registration statement on Form S-3 (File No. 333-261229), initially filed with the U.S. Securities and Exchange Commission on November 19, 2021, as amended on May 11, 2022, and on June 3, 2022, and was declared effective on June 10, 2022 (the “Registration Statement”). A prospectus supplement to the Registration Statement in connection with this Offering is expected to be filed with the U.S. Securities and Exchange Commission on or about September 6, 2024. The SPA, the transactions contemplated thereby, and the issuance of the Shares have been approved by the Company’s board of directors.
The Company expects to receive gross proceeds, before deducting the offering expenses payable by the Company, of approximately $8,241,750 from the issuance and sale of the Shares and expects the settlement thereof to occur in accordance with the terms of the SPA. Subject to the satisfaction of the closing conditions, the Offering is expected to close on or about September 10, 2024, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended.
The foregoing description of the SPA is qualified in its entirety by reference to the full text of the Form of Securities Purchase Agreement, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
This report shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Securities Purchase Agreement by and among the Company and the Purchasers | |
| 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.
| Shineco Inc. | ||
| Date: August 28, 2024 | By: | /s/ Jennifer Zhan |
| Jennifer Zhan, Chief Executive Officer | ||