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 1934

Date of Report (Date of earliest event reported): ~~December~~July 1127, ~~2020~~2021

Merion, Inc.

(Exact name of registrant as specified in its charter)

Nevada

333-173681

45-2898504

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

100 N. Barranca St #1000

West Covina, CA

91791

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including areas code: (626) 331-7570

None

(Former Name or Former Address, is 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 (see General Instruction A2. below):

☐ 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))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Item 13.0103 ~~Entry~~Material ~~into~~Modification ato ~~Material~~Rights ~~Definitive~~of ~~Agreement~~Security Holders.

OnThe ~~December~~information ~~11,~~set ~~2020,~~forth Merion, Inc. (the “Company”) entered into a Debt Repayment Agreement (the “Agreement”) with Mr. Dinghua Wang, a major shareholder, Chairman and Chief Executive Officer of the Company and DW California Food Distribution LLC, a California limited liability company that is owned by Mr. Dinghua Wang (the “Creditors”), pursuant to which the Company agreed to repay $5,243,839.33 debt owed to the Creditors in ~~the~~Item ~~form of shares of Common Stock of the Company for an aggregate of~~ 5~~,243,839 shares at a price of $1~~.0003 ~~per~~below ~~share~~is ~~(the~~hereby ~~“Debt~~incorporated ~~Repayment”).~~by ~~The~~reference ~~Debt Repayment will be completed pursuant~~ to ~~the~~this ~~exemption~~Item ~~from registration provided by Regulation D promulgated under the Securities Act of 1933, as amended~~3.03.

~~The~~Item ~~representations, warranties and covenants contained in the Agreement were made solely for the benefit of the parties to the Agreement~~5.03 InAmendments ~~addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties~~ to ~~the~~Articles ~~Agreement and not as statements~~ of ~~fact,~~Incorporation ~~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~~Bylaws; ~~investors~~Change in, ~~the~~Fiscal ~~Company~~Year. Accordingly, the 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 dates of the Agreement, which subsequent information may or may not be fully reflected in public disclosures.

~~The~~On ~~Agreement~~July is27, 2021, Merion, Inc. (the “Company”") filed asa ~~Exhibits~~Certificate ~~10.1~~of toChange ~~this~~with ~~Current~~the ~~Report~~State onof ~~Form~~Nevada 8(the “Certificate”) to effect a 1-K.for-3 ~~The~~reverse ~~foregoing~~stock ~~summary~~split of the ~~terms~~Company’s authorized shares of ~~the~~common ~~Agreement~~stock, ispar ~~subject~~value to$0.001 (the “Common Stock”), ~~and~~accompanied ~~qualified~~by a corresponding decrease in ~~its~~the ~~entirety~~Company’s byissued and outstanding shares of Common Stock (the “Reverse Stock Split”), effective upon filing. Following the ~~Agreement~~Reverse Stock Split, ~~which~~the isnumber ~~incorporated~~of ~~herein~~authorized byshares ~~reference~~of Common Stock shall be reduced from 1,000,000,000 to 333,333,333.

~~Item~~Pursuant 3to Nevada law, the Reverse Stock Split and Certificate of Change were approved by the Company’s Board of Directors on June 11, 2021, and no shareholder approval was required.02 ~~Unregistered~~Fractional ~~Sales~~shares resulting from the Reverse Stock Split shall be rounded up to the nearest whole share, and all shares of ~~Equity~~Common ~~Securities~~Stock (including fractions thereof) issuable upon the Reverse Stock Split to a given shareholder shall be aggregated for the purpose of determining whether the Reverse Stock Split would result in the issuance of a fractional share. Each shareholder’s percentage ownership interest in the Company and proportional voting power remain unchanged immediately following the effectiveness of the Certificate.

~~Please~~The ~~see~~new ~~the~~CUSIP ~~disclosure~~number ~~set~~for ~~forth~~the ~~under~~Company’s ~~Item~~Common ~~1.01,~~Stock ~~which~~following isthe ~~incorporated~~effectiveness byof ~~reference~~the ~~into~~Reverse ~~this~~Stock ~~Item~~Split 3is 58985T 202.~~02.~~

~~Item~~A ~~9.01~~copy ~~Financial~~of ~~Statements~~the Certificate is attached hereto as Exhibit 3.1 and ~~Exhibits~~is incorporated herein by reference.

~~(d)~~Item ~~Exhibits~~9.01. Financial Statements and Exhibits

Exhibit No.		Exhibit Title or Description
10.1		Debt Repayment Agreement by and among Merion, Inc., DW California Food Distribution LLC and Dinghua Wang, dated December 11, 2020.

(d) Exhibits

Exhibits Number		Description
3.1		Certificate of Change dated July 27, 2021

~~SIGNATURES~~2

~~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.~~SIGNATURES

	Merion, Inc.
Dated: December 15, 2020	By:	/s/ Dinghua Wang
		Dinghua Wang
		President, Chief Executive Officer and Chief Financial Officer

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.

	Merion, Inc.

Dated: July 29, 2021	By:	/s/ Ding Hua Wang
		Ding Hua Wang
		President, Chief Executive Officer and Chief Financial Officer

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