SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On September 10, 2021, the Registrant entered into a Stock Purchase Agreement (the “Agreement”) to acquire Chongqing Zhuoda Pharmaceutical Co., Ltd. (“Zhuoda”), a distributor of pharmaceuticals and biologicals located in Chongqing, the largest city in the southwest regional of the People’s Republic of China. Zhuoda’s fully owned subsidiary, Chongqing Ganmei Medical Devices Co., Ltd., is engaged in distribution of medical devices and medical supplies.
Pursuant to the Agreement, BIMI will purchase all the issued and outstanding equity interests in Zhuoda in consideration of US$11,617,500 (RMB 75,000,000). The entire purchase consideration will be paid in shares of BIMI’s common stock. At the closing, 2,200,000 shares of common stock of BIMI valued at RMB 43,560,000, or $3.00 per share (approximately US$6,600,000) will be issued as partial consideration for the purchase of Zhuoda. The remainder of the purchase price of approximately US$4,800,000 (RMB 31,680,000), is subject to post-closing adjustments based on the performance of Zhuoda in 2022 and 2023.
If the net profit of Zhuoda in 2022 equals or exceeds the net profit target, which is RMB 5,000,000 (approximately US $770,000), 50% of the Earnout Amount will be paid to the sellers or their designees by the issuance of 800,000 shares of BIMI’s common stock. If the net profit target is not met, a reduced number of shares of BIMI common stock will be issuable based on the ratio of the actual net profit to the net profit target. The sellers or their designees will receive 50% (or a smaller portion) of the Earnout Amount (800,000 shares of BIMI common stock), subject to Zhuoda reaching a similar performance target in 2023.
The closing of the Agreement is expected to take place in late September 2021, 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.
ITEM 8.01 OTHER INFORMATION
On September 14, 2021, 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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
|4.1||Stock Purchase Agreement dated September 10, 2021|
|99.1||Press Release dated September 14, 2021|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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: September 14, 2021||BIMI International Medical Inc.|
|By:||/s/ Tiewei Song|
|Chief Executive Officer|