Form 8-K - Current report

 

 

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 Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 29, 2023

 

BIMI International Medical Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-34890		02-0563302
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

725 5th Avenue, 15th Floor, 15-01 New York NY		10022
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: 212 542 0028

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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, $0.001 par value		BIMI		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company 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 5.07. Submission of Matters to a Vote of Security Holders

 

At the annual meeting of shareholders of BIMI International Inc. (the “Registrant” or the “Company”) held on December 29, 2023, the shareholders of the Registrant (the “Shareholders”) voted and approved, (1) the election of seven directors to serve on the board of directors of the Company, until the next annual meeting of Stockholders and until their respective successors have been duly elected and qualified; (2) the adoption of an amendment to the Company’s Amended and Restated Bylaws to change the Company’s staggered board (also known as classified board) to a standard board composition; (3) the adoption of an amendment to the Company’s Amended and Restated Certificate of Incorporation to change the Company’s name to BIMI International Medical Inc.; (4) on a non-binding advisory basis, the compensation of the Company’s executive officers; (5) on a non-binding advisory basis, the frequency of future non-binding advisory votes on resolutions approving future named executive officer compensation (“Say When on Pay Vote”) to determine the frequency of future advisory votes on executive compensation; and (6) the ratification of the appointment of Enrome LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

 

1.

The votes cast by the Shareholders with respect to Proposal One were as follows:

 

Director		For				Votes Against				Votes Abstain				% Votes For (Based on Total Proxy Shares)
Fnu Oudom			8,199,543				20,540				1,330				70.75
Tiewei Song			8,199,535				20,548				1,330				70.75
Mia Kuang Ching			8,199,547				20,536				1,330				70.75
Sammi Ean Seok Ang			8,198,902				21,171				1,340				70.74
Barry I. Regenstein			8,199,596				20,478				1,339				70.75
Tim H. Safransky			8,199,596				20,488				1,329				70.75
Symington Smith			8,199,549				20,535				1,329				70.75

 

2.

The votes cast by the Shareholders with respect to Proposal Two were as follows:

 

For				Votes Against				Votes Abstain				% Votes for (Based on Total Proxy Shares)
	8,198,979				21,488				946				70.74

 

1

 

 

3.

The votes cast by the Shareholders with respect to Proposal Three were as follows:

 

For				Votes Against				Votes Abstain				% Votes for (Based on Total Proxy Shares)
	8,187,102				33,364				947				70.64

 

4.

The votes cast by the Shareholders with respect to Proposal Four were as follows:

 

For				Votes Against				Votes Abstain				% Votes for (Based on Total Proxy Shares)
	8,196,928				23,463				1,022				70.73

 

5.

The votes cast by the Shareholders with respect to Proposal Five were as follows:

 

Every One Year				Every Two Years				Every Three Years				Abstain
	8,197,525				19,271				1,497				3,120

 

6.

The votes cast by the Shareholders with respect to Proposal Six were as follows:

 

For				Votes Against				Votes Abstain				% Votes for (Based on Total Proxy Shares)
	8,218,720				19,271				928				70.91

 

Item 8.01. Other Events.

 

On January 3, 2024, the Company issued a press release announcing the results of the annual meeting of Shareholders held on December 29, 2023. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statement and Exhibits.

 

Exhibit No		Document
99.1		Press Release dated January 3, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

 

 

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 3, 2024	BIMI International Medical Inc.
	By:	/s/ Tiewei Song
	Name:	Tiewei Song
	Title:	Chief Executive Officer

 

 

3

 

Exhibit 99.1

 

BIMI Announces Results of 2023 Annual General Meeting of Stockholders

 

New York, January 3^rd, 2024 — BIMI International Medical Inc. (NASDAQ: BIMI) (“BIMI” or the “Company”), a healthcare products and services provider, today announced the results of the Company’s 2022 Annual General Meeting of Stockholders (the “Annual Meeting”) held on Dec 29, 2023 at 11:00 a.m. at the offices of the Company, 725 5^th Ave, New York, NY 10022.

 

At the Annual General Meeting the shareholders voted and approved;

 

1. The election of seven directors to serve on the board of directors of the Company, until the next annual meeting of Stockholders and until their respective successors have been duly elected and qualified;

 

2. The adoption of an amendment to the Company’s Amended and Restated Bylaws to change the Company’s staggered board (also known as classified board) to a standard board composition;

 

3. The adoption of an amendment to the Company’s Amended and Restated Certificate of Incorporation to change the Company’s name to BIMI International Medical Inc.;

 

4. On a non-binding advisory basis, the compensation of the Company’s executive officers;

 

5. On a non-binding advisory basis, annual non-binding advisory votes on resolutions approving named executive officer compensation (“Say When on Pay Vote”); and

 

6. Ratified the appointment of Enrome LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2023.

 

About BIMI International Medical Inc.

 

BIMI International Medical Inc. is a healthcare products and services provider, offering a broad range of healthcare products and related services in the U.S. and Asia. For more information, please visit usbimi.com.

 

Investor Relations Contact

 

Investor Relations Department of BIMI International Medical Inc. 

Email: [e-mail]

Tel: [phone]

Cover	Dec. 29, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 29, 2023
Entity File Number	001-34890
Entity Registrant Name	BIMI International Medical Inc.
Entity Central Index Key	0001213660
Entity Tax Identification Number	02-0563302
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	725 5th Avenue
Entity Address, Address Line Two	15th Floor
Entity Address, Address Line Three	15-01
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	542 0028
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	BIMI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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