Item 1.01 Entry into a Material Definitive Agreement.

On June 13, 2022, Shineco, Inc. (the "Company") entered into a certain stock purchase agreement (the "SPA") with certain non-U.S. investors (the "Purchasers"), pursuant to which the Company agreed to sell, and the Purchasers agreed to purchase, severally and not jointly, an aggregate of 2,354,500 shares of common stock of the Company (the "Shares") at a price of $ 2.12 per share (the "Offering"). Each Purchaser has represented that he or she is not a resident of the United States and is not a "U.S. person" as defined in Rule 902(k) of Regulation S under the Securities Act and is not acquiring the Shares for the account or benefit of any U.S. person.

In reliance on the Purchasers' representations to the Company, the Shares to be issued in the Offering are not subject to the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Regulation S promulgated thereunder.

The SPA contains customary representations and warranties of the Company and the Purchasers, indemnification obligations of the Purchasers, and other obligations and rights of the parties. Additionally, the closing of the Offering is conditioned upon the consummation of certain matters by the Company, including (i) obtaining the approval of the Company's stockholders holding the majority issued and outstanding voting securities of the Company; and (ii) if required by the Nasdaq Listing Rules, submitting a Listing of Additional Shares Notification Form to Nasdaq and obtaining the approval by Nasdaq of the transactions contemplated thereby.

The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of the SPA, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its entirety.

Item 9.01 Financial Statements and Exhibits.





(c) Exhibits



Exhibit Number   Description

     10.1          Form of Stock Purchase Agreement by and between the Company and
                 the Purchasers
     104         Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

© Edgar Online, source Glimpses