8-K
filed December 1, 2023, 6:59 PM ET
ticker JRSS
CIK 0001597892
M&A
confidence high
sentiment negative
materiality 0.90
JRSIS HEALTH CARE Corp (JRSS): M&A transaction — JRSIS issues 92.9% of shares to acquire Yongzhou JIT via VIE; change of control
JRSIS HEALTH CARE Corp
- Issued 76,757,439 common shares (92.9% of outstanding) to Jumi GCL for VIE agreements with Yongzhou JIT.
- CEO Zhifei Huang, CFO Zhuowen Chen resign; Linhai Zhu appointed CEO/CFO/Treasurer; Zhuowei Zhong named Secretary.
- Yongzhou JIT (accounting acquirer) had 2022 revenue of $1.72M, net loss of $673k; $3.93M accumulated deficit.
- Auditor's report includes going-concern emphasis; company abandoned prior business plan.
- Transaction treated as reverse acquisition; Yongzhou JIT is accounting acquirer.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Zhuowei Zhong was appointed as Secretary at JRSIS HEALTH CARE Corp.
- Action
- appointed
- Role
- Secretary
Exact text from the filing
the Board of Directors appointed Zhuowei Zhong to serve as Secretary of JRSIS.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Zhuowen Chen resigned as Chief Financial Officer at JRSIS HEALTH CARE Corp.
- Action
- resigned
- Role
- Chief Financial Officer
Exact text from the filing
Zhuowen Chen also resigned from his positions as Chief Financial Officer and Secretary of the Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Linhai Zhu was appointed as Director at JRSIS HEALTH CARE Corp.
- Action
- appointed
- Role
- Director
Exact text from the filing
appointed Linhai Zhu to fill the vacancy on the Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Linhai Zhu was appointed as Chief Executive Officer at JRSIS HEALTH CARE Corp.
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
The Board of Directors also appointed Linhai Zhu to serve as Chief Executive Officer, Chief Financial Officer and Treasurer of JRSIS.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Zhifei Huang resigned as Director at JRSIS HEALTH CARE Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Zhifei Huang and Zhuowen Chen submitted resignations from their positions on JRSIS’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Zhuowen Chen resigned as Secretary at JRSIS HEALTH CARE Corp.
- Action
- resigned
- Role
- Secretary
Exact text from the filing
Zhuowen Chen also resigned from his positions as Chief Financial Officer and Secretary of the Corporation.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Zhifei Huang resigned as Chief Executive Officer at JRSIS HEALTH CARE Corp.
- Action
- resigned
- Role
- Chief Executive Officer
Exact text from the filing
Zhifei Huang also resigned from his position as Chief Executive Officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Linhai Zhu was appointed as Chief Financial Officer at JRSIS HEALTH CARE Corp.
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
The Board of Directors also appointed Linhai Zhu to serve as Chief Executive Officer, Chief Financial Officer and Treasurer of JRSIS.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Linhai Zhu was appointed as Treasurer at JRSIS HEALTH CARE Corp.
- Action
- appointed
- Role
- Treasurer
Exact text from the filing
The Board of Directors also appointed Linhai Zhu to serve as Chief Executive Officer, Chief Financial Officer and Treasurer of JRSIS.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Zhuowen Chen resigned as Director at JRSIS HEALTH CARE Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Zhifei Huang and Zhuowen Chen submitted resignations from their positions on JRSIS’s Board of Directors.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
JRSIS HEALTH CARE Corp underwent a change of control involving Jumi GCL (closed 2023-11-30).
- Action
- change of control
- Counterparty
- Jumi GCL
- Closing
- 2023-11-30
Exact text from the filing
On November 30, 2023 a closing was held with respect to the Agreement to Contract dated October 18, 2023 (the “Jumi Agreement” ) among JRSIS Health Care Corporation ( “JRSIS” ), Laidian Technology (Zhongshan) Co., Ltd. ( “Laidian” ), Zhuowei Zhong, Yongzhou Jumi Intelligent Technology Co., Ltd. ( “Yongzhou JIT” ), Guangzhou Jumi Intelligent Equipment Co., Ltd. ( “Guangzhou JIE” ), Linhai Zhu, Yulin Investment (Guangzhou) Partnership L.P. ( “Yulin IGP” ), Jumi Intelligent Information Technology (Guangzhou) Partnership L.P. ( “Jumi IIP” ) and Jumi Group Company, Ltd. ( “Jumi GCL” ).
View on SEC.gov
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