Merion, Inc. (OTCMKTS: EWLU) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On December 7, 2018, Merion, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Ximing Zhu (the “Purchaser”), to which the Company agreed to sell to the Purchaser in a private placement 100,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $1.00 per Share for an aggregate offering price of $100,000 (the “Private Placement”). The Private Placement will be completed to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.
The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Shareholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
The Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Purchase Agreement is subject to, and qualified in its entirety by, the Purchase Agreement, which is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits
Merion, Inc. ExhibitEX-10.1 2 ewlu_ex101.htm SECURITIES PURCHASE AGREEMENT ewlu_ex101.htmEXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 7，2018 (the “Effective Date”) by and between Merion,…To view the full exhibit click