UNITED STATES

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): December 15, 2020 (December 10, 2020)

 

SHINECO, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-37776   52-2175898

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

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:

 

[  ] 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
Common Stock   TYHT   NASDAQ Capital Market

 

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 [  ]

 

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. [  ]

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On December 10, 2020, Shineco, Inc. (“we” or the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”), dated December 10, 2020, with selected investors (the “Purchasers”) whereby the Company agreed to sell, and the investors agreed to purchase, up to 609,400 shares of common stock (the “Shares”) at a purchase price of $2.73 per Share, for gross proceeds to the Company of approximately $1,651,377.

 

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, termination provisions, and other obligations and rights of the parties.

 

The offering is being made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-221711) previously filed with the Securities and Exchange Commission and a prospectus supplement thereunder. The securities may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement relating to the offering of the securities has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. A copy of the opinion of Venable LLP relating to the legality of the issuance and sale of the securities in the offering is attached as Exhibit 5.1 hereto.

 

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Form of Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1, to this Current Report on Form 8-K and are incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
5.1   Opinion of Venable LLP.
     
10.1   Form of Securities Purchase Agreement.
     
23.1   Consent of Venable LLP (contained in Exhibit 5.1 above).

 

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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: December 15, 2020 By: /s/ Guocong Zhou
   

Guocong Zhou,

Chief Executive Officer

 

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