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 AND EXCHANGE ACT OF 1934

 

Date of report (date of earliest event reported): November 8, 2024

 

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 1707, Block D, Modern City SOHO

No. 88, Jianguo Road, Chaoyang District,

Beijing, People’s Republic of China 100022

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: ([phone]

 

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		SISI		The Nasdaq Stock Market LLC

 

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 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Item 8.01 Other Events.

 

As previously disclosed in the Current Report on Form 8-K that Shineco, Inc. (the “Company”) filed on October 25, 2024, our stockholders approved a proposal authorizing the Company’s Board of Directors (the “Board”) to effect a reverse stock split with respect to the Company’s issued and outstanding common stock (the “Common Stock”), at a ratio of not less than 1-for-2 and not more than 1-for-25, with the final ratio and exact timing to be determined at the discretion of the Board. Following such approval, the Board determined to implement a reverse stock split of the Common Stock at a ratio of 1-for-24, whereby every twenty-four shares of the issued and outstanding Common Stock will be combined into one share of issued and outstanding Common Stock (the “Reverse Stock Split”).

 

To implement the Reverse Stock Split, the Company filed an amendment to the Company’s Certificate of Incorporation with Delaware’s Secretary of State and an application with Nasdaq. Nasdaq approved the Reverse Stock Split on November 8, 2024, such that it will be effective as of November 12, 2024 (the “Effective Date”). Following the Effective Date, every twenty-four shares of outstanding Common Stock will be automatically combined into one share of outstanding Common Stock. No cash or fractional shares will be issued in connection with the Reverse Stock Split, and instead, the Company will round up to the next whole share in lieu of issuing fractional shares that would have been issued in the reverse split. As a result of the Reverse Stock Split, we will have 1,613,898 shares of Common Stock issued and outstanding.

 

The Company’s Common Stock will continue trading under the ticker symbol “SISI” and has been assigned a new CUSIP number: 824567507.

 

A copy of the amendment to the Company’s Certificate of Incorporation is attached to this Current Report as Exhibit 3.1.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.		Description
3.1		Amendment to the Company’s Certificate of Incorporation
104		Cover Page Interactive Data File (the cover page XBRL tags are 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.

 

	Shineco Inc.
Date: November 8, 2024	By:	/s/ Jennifer Zhan
		Jennifer Zhan, Chief Executive Officer

 

3

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF SHINECO, INC.

 

Shineco, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

 

ONE: That the name of the Corporation is Shineco, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 20, 1997 (the “Certificate of Incorporation”).

 

TWO: That, at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted recommending and declaring advisable that the Certificate of Incorporation be amended and that such amendment be submitted to the stockholders of the Corporation for their consideration, as follows:

 

RESOLVED, that Paragraph (c) of Article Fourth of the Certificate of Incorporation be amended and restated in its entirety to read as follows:

 

“Section 4.1(c) Reverse Stock Split. Effective November 1, 2024 (the “Effective Time”), a 1-for-24 reverse stock split of the shares of the Corporation’s common stock, par value $0.001 per share (the “Common Stock”), shall become effective, pursuant to which each 24 shares of Common Stock outstanding and held of record by each stockholder of the Corporation (including treasury shares) immediately prior to the Effective Time shall be reclassified and combined into one validly issued, fully paid and nonassessable share of Common Stock, automatically and without any action on the part of the Corporation or the respective holders thereof upon the Effective Time, and shall thereupon represent one share of Common Stock from and after the Effective Time (such reclassification and combination of shares, the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain at $0.001 per share.”

 

THREE: That at an annual meeting of stockholders of the Corporation held on October 21, 2024, the aforesaid amendment was duly adopted by the stockholders of the Corporation.

 

FOUR: That this Certificate of Amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 23rd day of October, 2024, and the foregoing facts stated herein are true and correct.

 

	SHINECO, INC.
	By:	/s/ Jennifer Zhan
	Name:	Jennifer Zhan
	Title:	Chief Executive Officer

 

 

 

Cover	Nov. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 08, 2024
Current Fiscal Year End Date	--06-30
Entity File Number	001-37776
Entity Registrant Name	SHINECO, INC.
Entity Central Index Key	0001300734
Entity Tax Identification Number	52-2175898
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Room 1707, Block D, Modern City SOHO
Entity Address, Address Line Two	No. 88, Jianguo Road, Chaoyang District
Entity Address, City or Town	Beijing
Entity Address, Country	CN
Entity Address, Postal Zip Code	100022
City Area Code	(+86)
Local Phone Number	10-68130220
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	SISI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---