Shineco Inc.

04/23/2025 | Press release | Distributed by Public on 04/23/2025 07:01

Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On April 22, 2025, Shineco Life Science Group Hong Kong Co., Limited ("Shineco Life Science"), a subsidiary of Shineco, Inc. (the "Company"), entered into a share purchase agreement (the "SPA") with Dr. Lim Kah Meng (the "Seller"), the sole shareholder of InfiniClone Limited, a company incorporated under the laws of Hong Kong ("InfiniClone"). Pursuant to the SPA, the Seller shall sell 51% of the equity interests in InfiniClone Limited that he holds (the "InfiniClone Shares") to Shineco Life Science. In consideration of the sale of the InfiniClone Shares, Shineco Life Science shall pay the Seller US$19,895,600 in cash (the "Cash"), and the Company shall issue and transfer 3,450,000 shares of the Company's common stock, par value $0.001 per share (the "Shares") to the Seller, subject to the terms and conditions set forth therein. Each of the SPA, the transaction contemplated thereby and the issuance of the Shares has been approved by the Company's board of directors.

As of the date hereof, the Cash has not been paid, and the Shares and the InfiniClone Shares have not yet been transferred. Pursuant to the SPA, the Seller agreed to transfer the InfiniClone Shares to Shineco Life Science, Shineco Life Science agreed to pay the Seller the Cash and the Company shall issue and transfer the Shares to the Seller within 90 days after the execution of the SPA, respectively. The SPA contains other customary obligations and rights of the parties.

The foregoing description of the SPA is qualified in its entirety by reference to the full text of the Share Purchase Agreement, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.