[8-K] Shineco, Inc. Reports Material Event

Rhea-AI Filing Summary

Shineco has completed a significant acquisition of 51% equity stake in InfiniClone Limited, a Hong Kong-based company, on June 18, 2025. The transaction structure includes:

• Cash payment of US$19,895,600
• Issuance of 3,450,000 shares of Shineco common stock

The share issuance was conducted under Regulation S, confirming the seller, Dr. Lim Kah Meng, is not a U.S. person or resident. Following the acquisition, InfiniClone becomes a direct subsidiary of Shineco Life Science Group Hong Kong, a Shineco subsidiary.

The company will file required financial statements and pro forma financial information within 71 days of this report. This strategic acquisition represents a significant expansion of Shineco's business operations in Hong Kong, with potential implications for its market presence in Asia.

Positive

• Completed strategic acquisition of 51% stake in InfiniClone Limited, expanding company's business portfolio through significant M&A activity
• Deal value of approximately $19.9M in cash plus 3.45M shares demonstrates substantial investment in growth

Negative

• Significant cash outlay of $19.9M could impact company's liquidity position
• Substantial share dilution through issuance of 3.45M new shares to complete the acquisition

Insights

M&A Specialist

Shineco acquires 51% of InfiniClone for $19.9M cash plus 3.45M shares, gaining control while maintaining founder involvement.

This 8-K filing reveals Shineco's significant acquisition of a controlling stake in InfiniClone Limited, a Hong Kong-based company. The transaction includes a substantial cash component of $19,895,600 alongside 3,450,000 shares of Shineco common stock issued to Dr. Lim Kah Meng, InfiniClone's sole shareholder prior to the acquisition.

The 51% ownership structure is strategically notable as it provides Shineco with controlling interest while allowing the original owner to maintain a significant equity position (49%). This structure often indicates the acquirer values the continued involvement and expertise of the founder while securing decision-making authority.

The combination of cash and equity in the purchase consideration suggests a balanced approach to the transaction's financing. The cash component will impact Shineco's immediate liquidity position, while the equity issuance represents dilution for existing shareholders. The shares were issued under Regulation S, indicating compliance with securities regulations for transactions involving non-U.S. persons.

As an international acquisition, this transaction introduces cross-border operational considerations. The filing indicates InfiniClone has become a direct subsidiary of Shineco Life Science Group Hong Kong, establishing a corporate structure that suggests regional business integration.

The disclosure notes that complete financial statements and pro forma financial information will be filed within 71 days, which will provide essential context regarding InfiniClone's financial contribution and the transaction's impact on Shineco's consolidated financial position.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): June 18, 2025

SHINECO, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-37776		52-2175898
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Room 1707, Block D, Modern City SOHO, No. 88, Jianguo Road, Chaoyang District,

Beijing, People’s Republic of China 100022

(Address of principal executive offices)

Registrant’s telephone number, including area code: (+86) 10-87227366

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		SISI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets

On June 18, 2025 (the “Closing Date”), Shineco Life Science Group Hong Kong Co., Limited (“Shineco Life Science”), a subsidiary of Shineco, Inc. (the “Company”), closed the acquisition of 51% of the equity interests in InfiniClone Limited, a company limited by shares incorporated in Hong Kong (“InfiniClone”), pursuant to the share purchase agreement (the “SPA”) dated April 22, 2025 with Dr. Lim Kah Meng, the sole shareholder of InfiniClone (the “Seller”). On or prior to the Closing Date, the closing conditions as set forth in the SPA were satisfied or otherwise waived by the parties thereto, and the Seller has transferred 51% of the equity interests in InfiniClone to Shineco Life Science; therefore, InfiniClone became a direct subsidiary of Shineco Life Science. In exchange, Shineco Life Science paid to the Seller US$19,895,600 in cash and the Company issued 3,450,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”).

The Shares were issued in reliance on Rule 902 of Regulation S promulgated under the Securities Act of 1933, as amended, and the Seller represented that he was not a resident of the United States or a “U.S. person” as defined in Rule 902(k) of Regulation S and was not acquiring the Shares for the account or benefit of any U.S. person.

A copy of the SPA is filed as Exhibit 2.1 hereto and is incorporated herein by reference. The above description of the SPA is qualified in its entirety by reference to such exhibit.

Item 3.02 Unregistered Sales of Equity Securities

The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its entirety.

Item 8.01 Other Events

The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 8.01 in its entirety.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date this report on Form 8-K must be filed.

(b) Pro Forma Financial Information

The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date this report on Form 8-K must be filed.

(d) Exhibits

Exhibit No.		Description
2.1		Form of Share Purchase Agreement by and between Shineco Life Science and the Seller (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 23, 2025)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included as Exhibit 101).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Shineco, Inc.
Date: June 23, 2025	By:	/s/ Jennifer Zhan
		Jennifer Zhan, Chief Executive Officer

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FAQ

What company did SISI acquire in June 2025?

SISI (through its subsidiary Shineco Life Science) acquired 51% equity interest in InfiniClone Limited, a Hong Kong-incorporated company, from Dr. Lim Kah Meng on June 18, 2025.

How much did SISI pay for the InfiniClone acquisition?

SISI paid a total consideration consisting of US$19,895,600 in cash and issued 3,450,000 shares of SISI common stock to acquire the 51% stake in InfiniClone.

When will SISI release the financial statements for the InfiniClone acquisition?

SISI will file the required financial statements and pro forma financial information by amendment to this Current Report no later than 71 days after the original filing date.

How were the SISI shares issued in the InfiniClone acquisition?

The shares were issued under Rule 902 of Regulation S, as the seller was not a U.S. resident or 'U.S. person' and was not acquiring the shares for any U.S. person's benefit.

Who signed the 8-K filing for SISI's InfiniClone acquisition?

The 8-K was signed by Jennifer Zhan, Chief Executive Officer of Shineco, Inc., on June 23, 2025.