YUBO INTERNATIONAL BIOTECH LIMITED Item 1.01. Entry into a Material Definitive Agreement.
The disclosure under Item 2.01 "Completion of Acquisition or Disposition of Assets" below is incorporated by reference in this Item 1.01.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
In accordance with the terms of the Exchange Agreement, on the Closing Date, the
Company issued a total of 117,000,000 shares of its Class A common stock to the
Selling Stockholders, who were then stockholders of Platinum (the "Selling
Stockholders"), in exchange for 100% of the issued and outstanding capital stock
of Platinum (the "Exchange Transaction"). As a result of the Exchange
Transaction, the Selling Stockholders acquired more than 99% of the Company's
issued and outstanding capital stock, Platinum became the Company's wholly-owned
subsidiary, and the Company acquired the business and operations of Platinum and
Yubo. Immediately prior to the Exchange Transaction, the Company had 117,875,323
shares of Class A common stock and 4,447 shares of Class B common stock issued
and outstanding. Immediately after the Exchange Transaction and the surrender
and cancellation of 116,697,438 shares held by
Yubo is a leading supplier of innovative products that process, store and administer therapeutic doses of endometrial stem cells for treatment of disease and injuries in the PRC.
The Exchange Agreement contains customary representations, warranties, and conditions to closing. The following description of the terms and conditions of the Exchange Agreement and the transactions contemplated thereunder that are material to the Company does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is filed as Exhibit 2.1 to this Report, and is incorporated by reference into this Item 2.01.
Mr.
Prior to the Exchange Transaction, we were a public reporting "shell company," as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, pursuant to the requirements of Item 2.01(a)(f) of Form 8-K, set forth below is the information that would be required if the Registrant were filing a general form for registration of securities on Form 10 under the Exchange Act for the Registrant's common stock, which is the only class of its securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon consummation of the Exchange Transaction.
From and after the Closing Date, our primary operations will consist of the business and operations of Platinum and Yubo. Therefore, we disclose information about the business, financial condition, and management of Platinum and Yubo in this Report.
In the Exchange Transaction, or reverse acquisition, the Registrant is the
accounting acquiree and Platinum is the accounting acquirer. Accordingly, we are
presenting the audited consolidated financial statements of Platinum and its
subsidiaries and variable interest entity Yubo for the years ended
3
DESCRIPTION OF BUSINESS
Except as otherwise indicated by the context, references to "we", "us" or "our" hereinafter in this Report are to the consolidated business of Platinum and Yubo, except that references to "our common stock", "our shares of common stock" or "our capital stock" or similar terms shall refer to the common stock of the Registrant.
Overview
Yubo was founded on
Platinum was established on
Platinum HK was established on
Yubo WFOE was established on
· Independence and freedom to implement the worldwide strategies of its parent
company without having to consider the involvement of Chinese law;
· Ability to formally carry out business and the ability to issuing invoices
to customers in RMB and receive revenues in RMB;
· Capable of converting RMB profits to US dollars or other foreign currency
for remittance to their parent company outside China ; and
· Greater protection of intellectual property rights, know-how and technology
since no partner required and therefore more control of intellectual
property.
As discussed below, Yubo and/or its shareholders have entered into various agreements with Yubo WFOE to allow Yubo WFOE's effective control over Yubo. The . . .
Item 3.02. Unregistered Sale of
As more fully described in Item 2.01 above, in connection with the Exchange Agreement, on the Closing Date, we issued a total of 117,000,000 shares of our Class A common stock to the Selling Stockholders in exchange for 100% of the capital stock of Platinum. Reference is made to the disclosures set forth under Items 1.01 and 2.01 of this Report, which disclosures are incorporated herein by reference. The issuance of the Class A common stock to the Selling Stockholders pursuant to the Exchange Agreement was exempt from registration under the Securities Act pursuant to Section 4(2) and Regulation D and Regulation S thereof. We made this determination based on the representations of the Selling Stockholders which included, in pertinent part, that each shareholder was an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, and that each shareholder was acquiring our Class A common stock, for investment purposes for its own account and not as nominee or agent, and not with a view to the resale or distribution thereof, and that each shareholder understood that the shares of our Class A common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.
Item 5.06. Change in Shell Company Status.
Reference is made to the voluntary share exchange transaction under the Exchange Agreement, as described in Item 1.01, which is incorporated herein by reference. From and after the Closing Date of the transactions under these agreements, our primary operations consist of the business and operations of Platinum and Yubo. Accordingly, we are disclosing information about Platinum and Yubo's business, financial condition, and management in this Report.
Item 9.01. Financial Statements and Exhibits.
Reference is made to the voluntary share exchange transaction under the Exchange
Agreement, as described in Item 2.01, which is incorporated herein by reference.
As a result of the closing of the voluntary share exchange transaction, our
primary operations consist of the business and operations of Platinum and Yubo.
Accordingly, we are presenting the financial statements of Platinum and its
subsidiaries and variable interest entity Yubo as of and for the years ended
(a) Financial Statements of the Business Acquired
The audited consolidated financial statements of Platinum and its subsidiaries
and variable interest entity Yubo as of and for the years ended
(b) Pro Forma Financial Information
The pro forma financial statements of the Registrant and its subsidiaries and
variable interest entity Yubo as of and for the nine months ended
(c) Shell Company Transactions
Reference is made to Items 9.01(a) and 9.01(b) above and the exhibits referred to therein, which are incorporated herein by reference.
54 (d) Exhibits Exhibit Number Description 2.1* Agreement and Plan of Share Exchange, datedJanuary 14, 2021 , by and among the Registrant, Platinum, Yubo, and the Selling Stockholders 3.1* Articles of Incorporation of the Registrant, including all amendments to date 3.2* Amended and Restated Bylaws of the Registrant, as amended 10.1*+ Employment Agreement, datedOctober 10, 2020 , by and between Yubo andJun Wang (English Translation) 10.2*+ Employment Agreement, datedOctober 10, 2020 , by and between Yubo and Yang Wang (English Translation) 10.3*+ Employment Agreement, datedOctober 10, 2020 , by and between Yubo andLina Liu (English Translation) 10.4*+ Equity Pledge Agreement, datedSeptember 11, 2020 , by and among Yubo WFOE and each of the stockholders of Yubo (English Translation) 10.5*+ Exclusive Option Agreement, datedSeptember 11, 2020 , by and among Yubo WFOE and each of the stockholders of Yubo (English Translation) 10.6*+ Exclusive Consulting Service Agreement, datedSeptember 11, 2020 , by and between Yubo WFOE and Yubo (English Translation) 10.7*+ Entrustment Technical Service Agreement, datedFebruary 27, 2020 , by and betweenYubo and Beijing Zhenhuikang Biotechnology Co., Ltd. (English Translation) 10.8*+ Agreement ofJoint Research and Development, datedFebruary 17, 2020 , by and betweenBeijing Zhenxigu Medical Research Center (L.P.) and Yubo (English Translation) 10.9*+ Cooperation Agreement, datedMarch 1, 2020 , by and amongBeijing Zhenxigu Medical Research Center (L.P.),Yubo and Huailai Huayue Hengsheng Medical Device Co., Ltd. (English Translation) 10.10* Loan Agreement, by and between Yubo and Beijing ZhenhuikangBiotechnology Co., Ltd. (English Translation) 10.11*+ Jiusi Cultural Creative Park Lease Contract, by and betweenJiusicheng Investment Management (Beijing) Co., Ltd. and Yubo (English Translation) 10.12* Indemnification Agreement by and between the Registrant andJun Wang 10.13* Indemnification Agreement by and between the Registrant and Yang Wang 10.14* Indemnification Agreement by and between the Registrant andZhihui Bai 10.15* Indemnification Agreement by and between the Registrant andLina Liu 16.1 Letter fromRBSM LLP , datedOctober 15, 2020 (incorporated by reference to Exhibit 16.1 of the Registrant's Current Report on Form 8-K filed onOctober 16, 2020 ) 21.1Platinum International Biotech Co., Ltd. , a company organized under the laws of theCayman Islands , Platinum International Biotech (Hong Kong ) Limited, a company organized under the laws ofHong Kong , andYubo Biotech (Chengdu) Limited , a company organized under the laws ofthe People's Republic of China 99.1* Consolidated Financial Statements ofPlatinum International Biotech Co., Ltd and its Subsidiaries and Variable Interest Entity as of and for the nine months endedSeptember 30, 2020 andSeptember 30, 2019 (unaudited) and as of and for the years endedDecember 31, 2019 andDecember 31, 2018 99.2* Pro Forma Financial Statements of the Registrant and its subsidiaries and variable interest entity Yubo as of and for the nine months endedSeptember 30, 2020 and the year endedDecember 31, 2019 _________ * Filed Herewith
+ Portions of this exhibit containing personally identifiable information have been redacted.
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