Current Report Filing (8-k)
July 05 2018 - 05:02PM
Edgar (US Regulatory)
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 5, 2018 (July 3, 2018)
SHINECO, INC.
(Exact name of registrant as specified
in its charter)
Delaware
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001-37776
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52-2175898
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(State or Other
Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
þ
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.
¨
Section 1 – Registrant’s Business and Operations
ITEM 1.02.
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Termination of a Material Definitive Agreement
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On July 3, 2018, Shineco, Inc., a Delaware corporation
(the “
Company
”) and IFG Opportunity Fund LLC, a Georgia limited liability company (“
Stockholder
”)
entered into a termination agreement, dated July 3, 2018 (the “
Termination Agreement
”) effective as of July
3, 2018, to terminate the following two agreements, the Purchase Agreement (defined below) and the Registration Rights Agreement
(defined below). The Company and the Stockholder, on January 23, 2018, entered into a certain common stock purchase agreement
for the option of the Company to direct Stockholder to purchase up to a total of $15,000,000 of shares (the “
Equity
Line
”) of the Company’s common stock (the “
Purchase Agreement
”). The Company and the Stockholder,
on January 23, 2018, entered into a Registration Rights Agreement for certain registration rights in connection with the Purchase
Agreement (the “
Registration Rights Agreement
”). Pursuant to the Purchase Agreement, the Company issued to
the Stockholder an additional 200,000 shares of the Company’s common stock (the “
Commitment Shares
”)
as consideration for the Stockholder to enter into the Purchase Agreement.
On November 21, 2017, the Company had 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 had filed a prospectus supplement to the Shelf Registration Statement on January 26, 2018 to cover the resale
of the Commitment Shares and the securities to be sold pursuant to the Equity Line by and on behalf of the Stockholder.
As of the date of this current report, no shares pursuant to the
Equity Line have been issued to the Stockholder by the Company (except for the Commitment Shares). As such, as of the date of this
current report, except for the Commitment Shares, no other securities of the Company have been issued pursuant to the Shelf Registration
Statement and prospectus supplement.
The Termination Agreement provides that all rights, duties, obligations, or liabilities arising thereunder
or relating thereto the Purchase Agreement and the Registration Rights Agreement are terminated.
Attached as Exhibit 99.1 is the Termination Agreement, which
is incorporated into this Item 1.02 by reference.
Section 9 – Financial Statements
and Exhibits
ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
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.
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SHINECO, INC.
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By:
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/s/ Yuying Zhang
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Name:
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Yuying Zhang
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Its:
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Chief Executive Officer
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Dated: July 5, 2018
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