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 1721, 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 31.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

On May 1721, 2024, BIMI Holdings Inc. (the “Company”) ~~received~~entered into a ~~delinquency~~debt ~~compliance~~conversion ~~alert~~agreement ~~notice~~ (the “~~Notice”)~~Debt ~~from~~Conversion ~~the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq~~Agreement”) ~~advising~~with ~~the~~Fnu ~~Company~~Oudom ~~that due~~ to ~~its~~convert ~~failure~~a ~~to timely file its Form 10-Q for the period ended March 31~~$1, ~~2024~~123,500 loan ~~with~~previously ~~the~~provided ~~Securities~~by ~~and~~Mr. ~~Exchange~~Oudom ~~Commission~~to (the ~~“SEC”), and because the~~ Company ~~remains~~into ~~delinquent in filing its Form 10-K for the fiscal year ended December 31~~1, ~~2023~~518,243 itshares isof ~~not~~the ~~in compliance with Nasdaq~~Company’s ~~continued~~ ~~listing~~Common ~~requirements~~Stock, ~~under~~par ~~Nasdaq~~value ~~Listing~~$0.001 ~~Rule~~per ~~5250(c)(1) (the “Rule”)~~share, ~~which requires~~ the ~~timely~~issuance ~~filing~~ of ~~all required~~which ~~periodic~~is ~~reports~~subject ~~with~~to ~~the~~Nasdaq's ~~SEC~~authorization.

InThe ~~accordance with Nasdaq’s letter dated~~foregoing ~~April~~description ~~19,~~of ~~2024, Nasdaq provided~~ the ~~Company~~Debt 60Conversion ~~days,~~Agreement ordoes ~~until~~not ~~June~~purport ~~18, 2024,~~ to ~~submit~~be acomplete ~~plan~~and tois ~~regain~~qualified ~~compliance~~in ~~with the Rule with respect to delinquent reports (the “Plan”). The Company intends to submit~~ its ~~plan~~entirety ofby ~~compliance~~reference to ~~Nasdaq by June 18, 2024. If Nasdaq accepts~~ the ~~Plan~~agreements, the ~~Company~~form ~~may be granted an extension~~ of upwhich tois ~~180~~filed ~~calendar~~as ~~days~~Exhibit ~~from the due date of the Form~~ 10~~-K, or until October 14, 2024, to regain compliance with the Rule~~.1 Inhereto ~~the~~and ~~event~~are ~~the~~incorporated ~~Plan~~herein ~~is not accepted~~ by ~~Nasdaq, the Company may appeal that decision to a Hearings Panel~~reference.

On May 20, 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.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No		Document
99.1		Press release dated May 20, 2024.
10.1		Debt Conversion Agreement, dated March 21, 2024
104		Cover Page Interactive Data File, formatted in Inline XBRL

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: May 20, 2024	BIMI Holdings Inc.
Dated: May 24, 2024	BIMI Holdings Inc.
	By:	/s/ Tiewei Song
	Name:	Tiewei Song
	Title:	Chief Executive Officer

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