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 of 1934

Date of Report (Date of earliest event reported): ~~May~~ 31July 23, 2024

BIMI Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-34890		02-0563302
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

725 5th Avenue, 15th Floor, 15-01

New York NY

10022

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 212 542 0028

(Former name or former address, if 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:

☐

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, $0.001 par value		BIMI		The Nasdaq Stock Market LLC

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 53.~~02.~~01 ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Appointment~~Satisfy ofa ~~Certain~~Continued ~~Officers;~~Listing ~~Compensatory~~Rule ~~Arrangements~~or ~~with~~Standard; ~~Certain~~Transfer ~~Officers~~of Listing.

On ~~May~~July 3123, 2024, ~~Mr. Barry I. Regenstein resigned as a director~~ of BIMI Holdings Inc. (the “Company”), asreceived ~~well~~a asstaff ~~Chairman~~determination ofletter (the ~~Compensation~~“Notice”) ~~Committee~~from ~~and~~the aListing ~~member~~Qualifications Department of ~~the~~The ~~Audit~~Nasdaq ~~Committee,~~Stock ~~effective~~Market ~~immediately.~~LLC On(“Nasdaq”) ~~the~~stating ~~same~~that ~~date,~~the ~~Mr.~~Company’s ~~Symington~~common W.stock ~~Smith~~will ~~also~~be ~~resigned~~delisted from asNasdaq. aAs ~~director~~previously ofreported, the Company, ~~effective immediately.~~received ~~The~~two ~~decisions~~delinquency ofcompliance ~~Mr.~~alert ~~Regenstein~~notices on April 19, 2024 and ~~Mr.~~May ~~Smith~~17, ~~did~~2024, respectively, ~~not~~for ~~result~~failing ~~from~~to ~~any~~file ~~disagreement~~its ~~with~~Form 10-K for the ~~Company~~fiscal ~~relating~~year toended ~~its~~December ~~operations~~31, 2024, and Form 10-Q for the period ended March ~~policies~~31, or2024, ~~practices.~~as ~~The~~required ~~board~~under ofNasdaq ~~directors~~Listing ofRule 5250(c)(1). In response, the Company issubmitted inplans ~~the~~of ~~process~~compliance to Nasdaq on June 16, 2024 and July 5, 2024. However, based on staff's review of ~~finding~~those ~~directors~~materials, toNasdaq ~~fill~~has ~~the~~determined ~~vacancy~~to ~~resulting~~deny ~~from~~ the ~~resignations~~Company's ofrequest ~~Mr.~~for ~~Regenstein~~continued listing ~~and~~on MrNasdaq. ~~Smith.~~

~~SIGNATURE~~The Nasdaq staff highlighted the Company’s ongoing internal control deficiencies, specifically noting that internal controls over financial reporting were not effective in the last three annual reports. The Company has been searching for a qualified CFO since June 2023 to address these issues but has not yet succeeded in making significant progress. The Notice further mentioned that the Company has been delinquent in filing 5 of its last 6 periodic reports, further indicating non-compliance with Nasdaq’s continued listing requirements. As a result, Nasdaq has determined that the Company has not provided a definitive plan to regain and sustain compliance with the listing rules.

~~Pursuant~~In response, the Company intends to request a hearing before a Nasdaq Hearings Panel to appeal the ~~requirements~~delisting determination. The Company has until July 30, 2024, to request this hearing, which will stay the suspension of the ~~Securities~~Company’s securities for 15 days from the date of the request. The Company may further request ~~Exchange~~an ~~Act~~extended stay of ~~1934~~the suspension, which will be reviewed by the ~~Registrant~~Hearings ~~has~~Panel ~~duly~~within ~~caused~~15 ~~this~~days ~~report~~following the deadline to request the hearing. If the Company does not request for an appeal, trading of its common stock will be ~~signed~~suspended at the opening of business on ~~its~~August 1, ~~behalf~~2024, byand a Form 25-NSE will be filed with the ~~undersigned~~Securities ~~hereunto~~and ~~duly~~Exchange ~~authorized~~Commission to remove the Company’s securities from listing and registration on Nasdaq. The Company is committed to addressing these issues and restoring compliance with Nasdaq’s listing requirements.

Dated: June 4, 2024	BIMI Holdings Inc.
	By:	/s/ Tiewei Song
	Name:	Tiewei Song
	Title:	Chief Executive Officer

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.

Dated: July 29, 2024	BIMI Holdings Inc.

	By:	/s/ Tiewei Song
	Name:	Tiewei Song
	Title:	Chief Executive Officer

Filing Compare · BIMI Holdings Inc.