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BIMI International Enters $5M Stock Purchase Agreement With Chairman

BIMI International Medical Inc. (NASDAQ: BIMI) ("BIMI" or the "Company"), a healthcare products and services provider, today announced that on June 9, 2022, the Company entered into a Stock Purchase Agreement with Mr.

Benzinga · 06/10/2022 08:39
BIMI International Medical Inc. (NASDAQ:BIMI) ("BIMI" or the "Company"), a healthcare products and services provider, today announced that on June 9, 2022, the Company entered into a Stock Purchase Agreement with Mr. Fnu Oudom, the Chairman of the Board of the Company, for the sale of 12,500,000 shares of common stock of the Company for $5 million, subject to stockholder approval. On June 9, 2022, the Company entered into a Stock Purchase Agreement (the "SPA") with the Chairman of the Board of the Company, Mr. Fnu Oudom, whereby Mr. Oudom agreed to purchase 12,500,000 shares of common stock of the Company (the "Common Stock") for $5 million, or $0.40 per share (the "Chairman's Shares"), subject to stockholder approval. The purchase price per share reflects a 9% discount on the five-day average closing price of the Common Stock on NASDAQ before signing the SPA. On June 9, 2022, Mr. Oudom provided the Company with $5 million as interim financing in consideration for the issuance of a $5 million subordinated promissory note (the "Chairman's Note"), bearing no interest, which will become due and payable immediately if the sale of the Chairman's Shares is not approved by the Company's stockholders. The Company expects to seek stockholder approval of the sale at the upcoming annual meeting of stockholders. If approved and the Chairman's Shares are issued, all obligations under the Chairman's Note will have been performed and discharged in full without any payment of interest. The Company has no obligation to file a registration statement with the SEC for the resale of the Chairman's Shares. On June 9, 2022, the Company entered into a waiver and consent agreement (the "Waiver Agreement") with two institutional investors (each a "Holder" and collectively the "Holders") with respect to the Company's obligations under the Securities Purchase Agreement dated November 18, 2021 (the "2021 SPA") by and among the Company and the Holders. Pursuant to the Waiver Agreement, the Holders waived certain the Company's obligations under the 2021 SPA with respect to additional issuances of securities (applicable to the Chairman's Shares) and the issuance of additional debt (applicable to the Chairman's Note) and the Holders' right with respect to participation rights (applicable to the Chairman's Shares). In consideration for the Holders providing the waivers, the Company agreed that it will use $500,000 of the proceeds to pay down portions of each Holder's promissory note (an aggregate of $1,000,000 for both Holders), half of which amount will be paid upon the issuance of the Chairman's Note and the remainder will be paid if stockholder approval is obtained.