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 Exchange Act 1934

 

Date of Report (Date of earliest event reported): February 8, 2024

 

Merion, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

333-173681

 

45-2898504

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

100 N. Barranca St #1000

West Covina, CA

 

91791

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including areas code: (626) 331-7570

 

None

(Former Name or Former Address, is Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A2. below):

 

☐

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: none

 

Indicate by check mark whether the registrant is an emerging growth company 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 5.01 Changes in Control of Registrant.

 

On February 8, 2024, Mr. Dinghua Wang, Chairman of the Board and Chief Executive Office of Merion, Inc. (the "Company") entered into a Control Block Purchase Agreement with Mr. Ronnie Yin Kit Shi, a Canadian citizen, to sell all of the shares of common stock of the Company that he beneficially owns (the "Shares") to Mr. Shi, which represents approximately 53.181% of total outstanding shares of the Company. The purchase price of the Shares was paid in the form of a promissory note issued by Mr. Shi to Mr. Wang, which provides for a repayment of either the Shares in return or 5% of the consolidated company post-merger with a private entity.

 

There is no arrangement known to the Company the operation of which may at a subsequent date result in a change of control of the Company, or regarding the election of directors or other matters.

 

The parties further anticipate the transfer of management control from the current executives and directors of the Company to appointees and nominees selected by Mr. Shi, with an orderly transfer of officers and directors to occur shortly after the Shares are transferred.

 

 

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SIGNATURES

 

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.

 

 

Merion, Inc.

 

Dated: February 14, 2024

By:

/s/ Ding Hua Wang

 

Ding Hua Wang

 

President, Chief Executive Officer and Chief Financial Officer

 

 

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