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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
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): June 30, 2025 (June 23, 2025)
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: (+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 |
|
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. ☐
Explanatory
Note
As
previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on June 23, 2025 (the “Original
Form 8-K”), on June 18, 2025 (the “Closing Date”), Shineco Life Science Group Hong Kong Co., Limited (“Shineco
Life Science”), a subsidiary of Shineco, Inc. (the “Company”), closed an acquisition of 51% of the equity interests
in InfiniClone Limited, a company limited by shares incorporated in Hong Kong (“InfiniClone”), pursuant to the share purchase
agreement (the “SPA”) dated April 22, 2025 with Dr. Lim Kah Meng, the sole shareholder of InfiniClone (the “Seller”).
On or prior to the Closing Date, the closing conditions as set forth in the SPA were satisfied or otherwise waived by the parties thereto,
and the Seller has transferred 51% of the equity interests in InfiniClone to Shineco Life Science; therefore, InfiniClone became a direct
subsidiary of Shineco Life Science.
This
Amendment to the Original Form 8-K is being filed to amend and supplement the Original Form 8-K, the sole purpose of which is to provide
the financial statements required by Item 9.01(a), which were excluded from the Original Form 8-K and are filed as exhibits hereto and
are incorporated herein by reference. All other items in the Original Form 8-K remain the same.
Item
9.01 Financial Statements and Exhibits
(a)
Financial Statements of Businesses Acquired
The
audited financial statements of InfiniClone, which comprise the balance sheets as of June 30, 2024 and 2023, the related statements of
operations, shareholders’ equity, and cash flows for the fiscal years ended June 30, 2024 and 2023, and the related notes to the
audited financial statements, and the unaudited financial statements for the period ended March 31, 2025, are filed as Exhibit
99.1 and Exhibit 99.2 hereto and incorporated by reference herein.
(b)
Pro Forma Financial Information
The
unaudited pro forma condensed combined (i) balance sheet as of and for the nine-month period ended March 31, 2025, and (ii) income statement
for the period ended March 31, 2025, and (iii) the related notes thereto, are filed as Exhibit 99.3 hereto and incorporated by reference
herein.
(d)
Exhibits
Exhibit
No. |
|
Description |
23.1 |
|
Consent of Tang Xin CPAs, Independent Registered Public Accounting Firm |
99.1 |
|
Audited financial statements of InfiniClone as of and for the fiscal years ended June 30, 2024 and 2023 |
99.2 |
|
Unaudited financial statements of InfiniClone for the period ended March 31, 2025 |
99.3 |
|
Unaudited pro forma condensed combined financial statements and the related notes thereto |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document and included as Exhibit 101). |
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:
June 30, 2025 |
By: |
/s/
Jennifer Zhan |
|
|
Jennifer
Zhan, Chief Executive Officer |