Merion, Inc. (OTCMKTS:EWLU) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On April 2, 2018, Merion, Inc. (the “Company”), entered into a series of Securities Purchase Agreements (collectively, the “Purchase Agreements”) with the purchasers described therein (collectively, the “Purchasers”), to which the Company agreed to sell to the Purchasers in a series of private placements an aggregate of 192,782 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $0.90 per Share for an aggregate offering price of approximately $173,500 (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 Agreements were made solely for the benefit of the parties to the respective Purchase Agreements. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreements 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 Agreements are 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 Agreements, which subsequent information may or may not be fully reflected in public disclosures.
The Purchase Agreements are filed as Exhibits 10.1. 10.2, 10.3, 10.4, 10.5 and 10.6 to this Current Report on Form 8-K. The foregoing summary of the terms of the Purchase Agreements is subject to, and qualified in its entirety by, the Purchase Agreements, which are 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
(d) Exhibits
Exhibit No. |
Exhibit Title or Description |
10.1 |
Securities Purchase Agreement by and between Merion, Inc. and Lie Zhi Cui, dated April 2, 2018. |
10.2 |
Securities Purchase Agreement by and between Merion, Inc. and Sheng Wen Guan, dated April 2, 2018. |
10.3 |
Securities Purchase Agreement by and between Merion, Inc. and Chaoxia Zhang, dated April 2, 2018. |
10.4 |
Securities Purchase Agreement by and between Merion, Inc. and Jin Hua Wang, dated April 2, 2018. |
10.5 |
Securities Purchase Agreement by and between Merion, Inc. and Zi Qing Peng, dated April 2, 2018. |
10.6 |
Securities Purchase Agreement by and between Merion, Inc. and Qiong Fen Liu, dated April 2, 2018. |
Merion, Inc. ExhibitEX-10.1 2 merion_ex101.htm SECURITIES PURCHASE AGREEMENT merion_ex101.htmEXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of APRIL 2,…To view the full exhibit click here
About Merion, Inc. (OTCMKTS:EWLU)
Merion, Inc., formerly E-World USA Holding, Inc., is a provider of health and nutritional supplements, and personal care products, which are sold on the Internet. The Company is focused on selling its products on the Internet through its Website, www.dailynu.com. The Company marketed its seven individual nutritional supplement products and seven skin-care products on this Website. Its nutritional supplement products are made according to a micro molecular nutrition formula. Its nutritional supplements include Dibeier Granules & Oral, Longevity, US-Liver Gold, Cell Power, OPC Spa, Heart Power and O2 Cell Power. The Company’s skin-care products focus on restoring epidermal calcium. The Company sells health and nutrition products manufactured by third parties that are already being sold by third party vendors. Its skin-care offerings include anti-aging cream, facial cream, facial serum, body lotion, sun protection, facial toner and facial cleanser. Merion, Inc. (OTCMKTS:EWLU) Recent Trading Information
Merion, Inc. (OTCMKTS:EWLU) closed its last trading session up +0.21 at 1.30 with shares trading hands.