MERION, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits

Edgar Glimpses |

Item 1.01 Entry into a Material Definitive Agreement

On , Merion, Inc. (the "Company"), entered into a Securities Purchase Agreement (the "First Purchase Agreement") with Jun Yang (the "First Purchaser"), pursuant to which the Company agreed to sell to the First Purchaser in a private placement 16,667 shares (the "Yang Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $0.90 per Yang Share for an aggregate offering price of $15,000 (the "First Private Placement"). The First Private Placement will be completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.

On , Merion, Inc. (the "Company"), entered into a Securities Purchase Agreement (the "Second Purchase Agreement") with Xiuying Cheng (the "Second Purchaser"), pursuant to which the Company agreed to sell to the Second Purchaser in a private placement 11,112 shares (the "Cheng Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $0.90 per Cheng Share for an aggregate offering price of $10,000 (the "Second Private Placement"). The Second Private Placement will be completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.

The representations, warranties and covenants contained in the First Purchase Agreement and the Second Purchase Agreement (together, the "Agreements") were made solely for the benefit of the parties to the Agreements. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Agreements and not as statements of fact, 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 investors in, the Company. Accordingly, the Agreements are filed with this report only to provide investors with information regarding the terms of transactions, 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 respective dates of the Agreements, which subsequent information may or may not be fully reflected in public disclosures.

The Agreements are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreements are subject to, and qualified in its entirety by, the Agreements, which are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits



(d) Exhibits



Exhibit No.     Exhibit Title or Description

  10.1            Securities Purchase Agreement by and between Merion, Inc. and Jun
                Yang, dated .

  10.2            Securities Purchase Agreement by and between Merion, Inc. and Xiuying
                Cheng, dated .





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