Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the Zhongshan Agreement, the Company will transfer 87% of the equity
interests in Zhongshan to
The closing of the Zhongshan Agreement is expected to take place in the first quarter of 2023, subject to necessary regulatory approvals and other closing conditions.
On
Pursuant to the agreement, the Company will transfer 90% of the equity interests
in each of the three hospitals and continue to own 10% of the equity interests
in each hospital (collectively, the "Option Shares"). As consideration for the
transfer, Messrs. Shen will return to the Company the 4,000,000 shares of the
Company's common stock, which were previously issued to the Messrs. Shen upon
the acquisition of the three hospitals. Subsequent to their issuance, such
shares were as consolidated into 80,000 shares as a result of a 1-for-5 reverse
stock split on
The closing of the agreement is expected to take place in the first quarter of 2023, subject to necessary regulatory approvals and other closing conditions.
The foregoing description of the agreements does not purport to be complete and is qualified in its entirety by reference to the Transfer Agreements, which are filed as Exhibit 4.1 and 4.2 hereto, and are incorporated herein by reference.
The information in this Current Report on Form 8-K may contain forward-looking
statements based on management's current expectations and projections, which are
intended to qualify for the safe harbor of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. The statements contained herein that are not historical facts are
considered "forward-looking statements." Such forward-looking statements may be
identified by, among other things, the use of forward-looking terminology such
as "believes," "expects," "may," "will," "should," or "anticipates" or the
negative thereof or other variations thereon or comparable terminology, or by
discussions of strategy that involve risks and uncertainties. In particular,
statements regarding the efficacy of investment in research and development are
examples of such forward-looking statements. The forward-looking statements
include risks and uncertainties, including, but not limited to, the effect of
political, economic, and market conditions and geopolitical events; legislative
and regulatory changes that affect our business; the availability of funds and
working capital; the actions and initiatives of current and potential
competitors; investor sentiment; and our reputation. The Registrant does not
undertake any responsibility to publicly release any revisions to these
forward-looking statements to take into account events or circumstances that
occur after the date of this report. The factors discussed herein are expressed
from time to time in the Registrant's filings with the
1
Item 9.01. Financial Statement and Exhibits.
Exhibit No Document 4.1 Transfer Agreement datedDecember 28, 2022 4.2 Transfer Agreement datedDecember 28, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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