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): ~~March~~ 20April 19, 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 8 3.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~July~~April 2119, ~~2023~~2024, ~~Wenfa Zhuo, a resident of China, commenced a lawsuit in a Chinese court against Chongqing Guanzan Technology Co., Ltd. (“Guanzan”), a China-based subsidiary of~~ BIMI Holdings Inc. (the “Company”), received ~~Xiaoping~~a ~~Wang,~~delinquency ~~the~~compliance ~~former~~alert ~~COO~~notice ~~and director of~~ (the ~~Company, and Li Zhou, the former legal representative (general manager~~“Notice”) offrom ~~Guanzan, for~~ the ~~recovery~~Listing ofQualifications anDepartment ~~allegedly unpaid referral fee~~ of The ~~RMB~~Nasdaq 10Stock ~~million~~Market ~~(approximately $1.5~~LLC ~~million~~(“Nasdaq”) inadvising ~~connection with~~ the ~~acquisition~~Company ofthat ~~Guanzan~~due byto the Company~~. Upon the plaintiff~~’s ~~request,~~failure ~~the~~to ~~Chinese~~timely file ~~court~~its ~~attached a~~Annual ~~piece~~Report ofon ~~real~~Form ~~property~~10-K (for the ~~“Attached~~fiscal ~~Real~~year ~~Property”)~~ended ~~located~~December ~~in Chongqing~~31, ~~China~~2023, ~~owned by Guanzan. As a result of such attachment, Guanzan failed to renew a commercial loan~~ with ~~China~~the ~~Postal~~Securities ~~Savings~~and ~~Bank~~Exchange Commission (the “~~Bank~~SEC”) ~~which was secured by the Attached Real Property and matured on December 20~~, ~~2023. The Bank notified Guanzan on March 20, 2024 that if~~ the ~~Bank~~Company ~~does~~is not ~~receive full~~in ~~payment~~compliance ofwith ~~the~~Nasdaq’s ~~principal~~continued ~~and~~listing ~~interests~~requirements ofunder ~~the~~Nasdaq ~~loan~~Listing inRule ~~the amount of RMB 4,938,978.67~~ 5250(~~approximately $705,000~~c)(1), ~~within~~which ~~three days,~~requires the ~~Bank~~timely ~~would~~filing ~~commence~~of ~~a lawsuit against Guanzan and suspend~~ all ofrequired ~~Guanzan’s~~periodic ~~accounts~~reports with the ~~Bank~~SEC.

~~Guanzan~~Nasdaq provided the Company 60 days, or until June 18, 2024, to submit a plan to regain compliance with the Rule (the “Plan”). The Company intends to ~~vigorously~~submit ~~defend~~its plan ~~itself~~of compliance to Nasdaq by June 18, 2024. If Nasdaq accepts the Plan, the Company may be granted an extension of up to 180 calendar indays from the ~~lawsuit~~due ~~and~~date ~~explore~~of ~~options~~the Form 10-K, or until October 14, 2024, to ~~settle~~regain compliance with the ~~Bank~~Rule. In the event the Plan is not accepted by Nasdaq, the Company may appeal that decision to a Hearings Panel.

On April 23, 2024, the Company issued a press release announcing the Company’s receipt of the Notice. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

~~SIGNATURE~~Item 9.01. Financial Statement and Exhibits.

~~Pursuant~~(d) ~~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~~Exhibits.

Dated: March 28, 2024	BIMI Holdings Inc.
Exhibit No		Document
	By:	/s/ Symington W. Smith
99.1		Press release dated April 23, 2024.
	Name:	Symington W. Smith
104		Cover Page Interactive Data File, formatted in Inline XBRL
	Title:	Director

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: April 23, 2024	BIMI Holdings Inc.

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

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