America-Asia Diabetes Research Foundation entered into a non-binding letter of intent to acquire Ossen Innovation Co., Ltd. (NasdaqCM:OSN) from Liang Tang and other shareholders in a reverse merger transaction on July 8, 2016. Pursuant to the letter of intent, Ossen Innovation Co., Ltd. intends to issue 27.08 million ordinary shares representing 9.03 million ADS to the shareholders of America-Asia Diabetes Research Foundation. On July 19, 2017, Ossen Innovation Co., Ltd. entered into a definitive agreement with America-Asia Diabetes Research Foundation. Ossen Innovation Co., Ltd. will issue 81.24 million of ordinary shares corresponding to approximately 91.1% of the issued and outstanding ordinary shares. An aggregate of 28.1 million shares of Ossen Innovation Co., Ltd. will be deposited in escrow at the closing of the acquisition including 24.3 million of such shares (the “earn-out shares”) subject to forfeiture in the event that the post-combination company fails after the closing to achieve certain revenue in 2017 and an additional 3.7 million of such shares subject to forfeiture in the event that the Ossen Innovation Co., Ltd.’s representative under the exchange agreement successfully brings an indemnification claim under the exchange agreement on behalf of Ossen Innovation Co., Ltd.’s shareholders. Liang Tang, Chairman of Ossen Innovation Co., Ltd., will acquire all of the equity of existing operating subsidiaries, in exchange for the forfeiture and cancellation of all 11.9 million ordinary shares of Ossen Innovation Co., Ltd. presently held. In a related transaction, Ossen Innovation Co., Ltd. will sell existing business and operations to Elegant Kindness Limited. The transaction may be terminated by any party at any time if certain conditions are not satisfied prior to the closing and America-Asia Diabetes Research Foundation shall pay to Ossen Innovation Co., Ltd., a termination fee equal to the expense incurred in connection with this agreement. As of November 13, 2017, Ossen Innovation Co., Ltd. entered into the second amendment to the share exchange agreement. Pursuant to the second amendment, in the event that there is a termination of the exchange agreement pursuant to certain conditions, Howard Gang Hao and Ken Yiming Hao, principal shareholders of America-Asia Diabetes Research Foundation, shall jointly and severally, (i) transfer to Ossen Innovation Co., Ltd.’s 3,434 ordinary shares of America-Asia Diabetes Research Foundation or (ii) pay to Ossen Innovation Co., Ltd., a termination fee in cash equal to the fair market value of 3,434 ordinary shares of America-Asia Diabetes Research Foundation but not less than $5.6 million. Howard Gang Hao, founder of San Meditech (Huzhou) Co., Ltd., Hongguang Liu, Song Guo, Yipeng Wang and Xiaoyang Li will become Board of Directors of Ossen Innovation Co., Ltd. The transaction is subject to due diligence investigations by the relevant parties, the negotiation and execution of definitive agreements, approval of Ossen Innovation Co., Ltd.’s shareholders and necessary regulatory approvals. The definitive agreement includes certain additional conditions including, Ossen Innovation Co., Ltd.’s ADS’s continued listing on the Nasdaq Capital Market, approval of antitrust waiting period and satisfaction of certain other customary closing conditions. The transaction is also conditioned on spin-off transaction. As of August 4, 2016, Ossen Innovation Co., Ltd.’s Board of Directors formed a special committee of the Board which unanimously approved and recommended to the Board of Directors to approve the transaction. Board of Directors of Ossen Innovation Co., Ltd unanimously approved the transaction on July 19, 2017 and recommended the shareholders to vote for the transaction. The meeting of the shareholders of Ossen Innovation is scheduled on September 5, 2017. The transaction is expected to close promptly after a special shareholder’s meeting conducted by Ossen Innovation for their approval. As of September 6, 2017, the transaction was approved by the majority shareholders of Ossen Innovation Co., Ltd., representing approximately 87.6% of Ossen’s issued and outstanding ordinary shares. As of November 13, 2017, as per the second amendment to the share exchange agreement, the deadline for achieving the revenue target was extended from 2017 to 2018. As of December 15, 2017, a special meeting of Ossen shareholders is scheduled to be held on January 17, 2018 wherein they will be asked to vote in favor of the merger. As of January 17, 2018, the shareholders of Ossen Innovation Co., Ltd. approved the amended terms of the merger in a special meeting. Tina Xiao of Weitian Group LLC acted as public relations advisor for Ossen Innovation. Highline Research Advisors LLC acted as financial advisor and provided fairness opinion and Weinberg Zareh Malkin Price LLP acted as legal advisor to the special committee of Ossen. David Selengut of Ellenoff Grossman & Schole, LLP acted as legal advisor to Ossen Innovation while Steve Zhu of Allbright Law Office acted as legal advisor to America-Asia Diabetes Research Foundation and its shareholders. JPMorgan Chase Bank, N.A., New York Branch acted as depositary for Ossen Innovation. America-Asia Diabetes Research Foundation cancelled the acquisition of Ossen Innovation Co., Ltd. (NasdaqCM:OSN) from Liang Tang and other shareholders in a reverse merger transaction on May 8, 2018. America-Asia Diabetes Research Foundation and its shareholders failed to satisfy the closing conditions due to which agreement has been terminated.