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): July 13, 2022

Registrant’s telephone number, including area code: +86 - 04 - 1182209211

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:

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

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 5.07 — Submission of Matters to a Vote of Security Holders

At the annual meeting of shareholders of BIMI International Inc. (the “Registrant” or the “Company”) held on July 13, 2022, the shareholders of the Registrant (the “Shareholders”) voted to: (i) elect seven nominees to serve as directors of the Company; (ii) approve the adoption of an amended and restated certificate of incorporation which, among other things: (1) requires stockholder approval to adopt, amend or repeal bylaws of the Company and (2) eliminates the right of stockholders to take action pursuant to written consent; (iii) grant discretionary authority to the board of directors (the “Board”) to amend the Registrant’s certificate of incorporation (as may be amended and restated as described in (ii) above) to effect a reverse stock split of the common stock of the Company (the “Common Stock”) within the range of 1-2 to 1-10 shares to be determined by the Board and with the reverse stock split to be effective at such time and date, if at all, as determined by the Board, but not later than the first anniversary of its approval by the stockholders; (iv) approve, in accordance with Nasdaq Marketplace Rules 5635, the sale of 12,500,000 shares of Common Stock to the Chairman of the Board of the Company, Mr. Fnu Oudom, pursuant to a stock purchase agreement dated June 9, 2022; (v) approve, on a non-binding advisory basis, the compensation of the Company’s executive officers; (vi) approve, on a non-binding advisory basis, the frequency of future non-binding advisory votes on resolutions approving future named executive officer compensation (“Say When on Pay Vote”) to determine the frequency of future advisory votes on executive compensation; and (vii) ratify the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.

On July 15, 2022, the Registrant issued a press release announcing shareholder approval of the above proposals. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

3