BIMI International Medical : Private Placement - Form 8-K

Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously reported, on July 5, 2022, BIMI International Medical Inc. (the "Company" or "Registrant") entered into a stock purchase agreement (as amended on February 27, 2023) with Mr. Fnu Oudom ("Mr. Oudom"), the Chairman of the board of directors of the Company, whereby the Company agreed to acquire 100% of the equity interests in Phenix Bio Inc. ("Phenix"), a distributor of healthcare products, from Mr. Oudom. The transaction closed effective March 15, 2023 when 100% of equity interests in Phenix were transferred to the Company and the closing consideration was paid.

The aggregate purchase price for the equity interests in Phenix was $180,000 in cash, which has been paid, plus 5,270,000 shares of the Company's common stock, of which 270,000 shares were issued upon the approval of the issuance of the 5,270,000 shares by the Company's shareholders and the balance of 5,000,000 shares were issuable if the aggregate net profit generated by Phenix was at least $2,500,000 in calendar year 2023 or in any fiscal quarter of 2023. Such performance target was met in the second quarter of 2023 and the 5,000,000 shares were issued to Mr. Oudom on December 6, 2023.