false
0001786511
00-0000000
0001786511
2024-03-13
2024-03-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
March 13, 2024
| Fresh2 Group Limited |
| (Exact name of registrant as specified in its charter) |
| British Virgin Islands |
|
001-39137 |
|
Not Applicable |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
650 5TH AVE STE 2416
NEW YORK,
United States |
|
NY 10019-6108 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: 917-397-6890
| Not Applicable |
| (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 |
| American depositary shares (each representing 20 Class A ordinary shares, par value US$0.01 per share) |
|
FRES |
|
Nasdaq Capital Market |
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
1.01. Entry into a Material Definitive
Agreement.
Salary Conversion Agreement
From March 13,2024
to March 19, 2024, the Company entered into salary conversion agreements (each a “Salary Conversion Agreement”) with each
of 14 Chinese employees of the Company or its affiliate, whereby each employee agreed to convert certain unpaid salary in the total amount
of US$515,416.20 into 10,966,280 Class A ordinary shares of the Company (the “Ordinary Shares”) at a conversion price of 0.047
per share. Each of the 14 employees resides in China. On March 19, 2024, the Company issued a total of 10,966,280 Ordinary Shares to the
14 employees pursuant to Regulation S.
The foregoing description of
the Salary Conversion Agreement does not purport to be complete and is qualified in its entirety by reference to the agreements, the form
of which is filed as Exhibit 10.1 hereto and are incorporated herein by reference.
Debt Conversion Agreement
On March 19, 2024, the Company entered into a debt conversion agreement
(the “Debt Conversion Agreement”) with a creditor of the Company, whereby the creditor agreed to convert an outstanding debt
of US$243,291.9 into 5,176,420 Ordinary Shares at a conversion price of 0.047 per share. The creditor is a Chinese citizen and resident
of China. On March 19, 2024, the Company issued 5,176,420 Ordinary Shares to the creditor pursuant to Regulation S.
The foregoing description of
the Debt Conversion Agreement does not purport to be complete and is qualified in its entirety by reference to the agreements, the form
of which is filed as Exhibit 10.2 hereto and are incorporated herein by reference.
Item
3.02. Unregistered sales of equity
securities.
The disclosure set forth in Item 1.01 above
is incorporated herein by reference.
Item 9.01. Financial Statement 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.
| Dated: March 25, 2024 |
Fresh2 Group Limited |
| |
|
| |
By: |
/s/ Haohan Xu |
| |
Name: |
Haohan Xu |
| |
Title: |
Chief Executive Officer |
2
Exhibit 10.1
SALARY CONVERSION AGREEMENT
THIS SALARY CONVERSION AGREEMENT (the
“Agreement”) is entered into as of March , 2024, by and between Fresh2 Group Limited (“Fresh2”) and [*]
(“Employee”). Fresh2 and Employee may be referred to herein individually as a “Party” and collectively as the
“Parties.”
Recitals:
WHEREAS, the Employee
and [an affiliate of Fresh2] (“Company”) entered into an employment agreement; and
WHEREAS, the Company
has not paid Employee the salary during the period from [*] through [*], and currently owes Employee $[*] in accrued and unpaid Salary
(the Unpaid Salary Amount”); and
WHEREAS, the Parties
desire to convert the Unpaid Salary Amount into ordinary shares of Fresh2; and
WHEREAS, the Parties
desire to set forth their agreements and understandings with respect thereto.
NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Conversion
to Stocks. Effective as of the date hereof, the Unpaid Salary Amount shall be converted into [*] ordinary shares of Fresh2 (the “Conversion
Shares”), at a conversion price equal to the average trade price of the ordinary shares under the ADS of
the Fresh2 traded in the public market for the 120 trading days to the date of this Agreement. Within [5] days
of the date of this Agreement, Fresh2 shall instruct its registar to issue such Conversion Shares in the name of Employee.
2. Amounts
Repaid in Full. For and in consideration of the issuance of the Conversion Shares to Employee, the Unpaid Salary Amount shall be deemed
to be paid in full, and the Company shall have no further obligations in connection with the Unpaid Salary Amount.
4. Restricted
Stock. (a) The Conversion Shares to be issued hereunder have not been registered with the United States Securities and Exchange Commission,
or with the securities regulatory authority of any state. The Conversion Shares are subject to restrictions imposed by federal and state
securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under
the Securities Act of 1933, as amended (the “Act”), and the applicable state securities laws, pursuant to registration
thereunder or exemption therefrom.
(b) Employee
understands that the certificates representing the Conversion Shares shall bear a restrictive legend in substantially the following form
(and a stop-transfer order may be placed against transfer of such certificates or other instruments):
THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES
LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1)
A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION
FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION
ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.
The legend set forth above
shall be removed and Fresh2 shall issue a certificate without such legend to the holder of the Conversion Shares upon which it is stamped,
if (a) such Conversion Shares are sold pursuant to a registration statement under the Securities Act, or (b) such holder delivers to Fresh2
an opinion of counsel, reasonably acceptable to Fresh2, that a disposition of the Conversion Shares is being made pursuant to an exemption
from such registration and that the Shares, after such transfer, shall no longer be “restricted securities” within the meaning
of Rule 144.
5. Employee’s
Representations. Fresh2 is issuing the Conversion Shares to Employee in reliance upon the following representations made by Employee:
(a) At the time the Employee was issued the Securities, the Employee (A) is not a U.S. Person (as defined in this Agreement); and (B) will
notify Fresh2 immediately if the Employee becomes a U.S. Person at any time during which the Employee holds or owns any Securities. The
Employee’s financial condition is such that he is able to bear the risk of holding the Conversion Shares for an indefinite period
of time and the risk of loss of his entire investment. The Employee has such knowledge and experience in business and financial matters
so as to enable it to understand the risks of and form an investment decision with respect to his investment in the Conversion Shares.
(b) Except for offers and sales
to discretionary or similar accounts held for the benefit or account of a non-U.S. person by a U.S. dealer or other professional fiduciary,
all issuance of the Conversion Shares were made to the Employee while the Employee was outside the United States.
(c) Employee is acquiring the
Conversion Shares for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof.
Employee understands and acknowledges that the Conversion Shares have not been registered under the Act or any state securities laws,
by reason of a specific exemption from the registration provisions of the Act and applicable state securities laws, which depends upon,
among other things, the bona fide nature of the investment intent and other representations of Employee as expressed herein. Employee
further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to any third person with respect to any of the Conversion Shares.
(d) The Employee acknowledges
that he has been provided with information regarding the business, operations and financial condition of Fresh2 and has, prior to the
date hereof, been granted the opportunity to ask questions of and receive answers from representatives of Fresh2, its officers, directors,
employees and agents concerning Fresh2 in order for the Employee to make an informed decision with respect to his investment in the Conversion
Shares. The Employee has sought such accounting, legal and tax advice as well as language translation since this agreement is written
in English as he deems appropriate in connection with his proposed investment in the Conversion Shares.
(e) The Employee understands
that the Conversion Shares are being offered and sold to him in reliance upon specific exemptions from the registration requirements of
U.S. federal and state securities laws and that Fresh2 is relying upon the truth and accuracy of the representations and warranties of
the Employee set forth in this Section 2 in order to determine the availability of such exemptions and the eligibility of the Employee
to acquire the Conversion Shares. The Conversion Shares are offered and sold outside the United States under the exemption provided by
Regulation S promulgated under the Securities Act, and other exemptions of similar import in the laws of foreign jurisdictions where the
offering is made. For purposes hereof, “United States” and “U.S. Person” shall have the meaning set forth in Regulation
S under the Securities Act.
(f) The Employee has, in connection
with the Employee’s decision to purchase the Conversion Shares, not relied upon any representations or other information (whether
oral or written) other than as set forth in the representations and warranties of Fresh2 contained herein and in the SEC Reports, and
the Employee has, with respect to all matters relating to this Agreement and the offer and sale of the Conversion Shares, relied solely
upon the advice of the Employee’s own counsel and has not relied upon or consulted counsel of Fresh2.
(g) Employee
(i) has had, and continues to have, access to detailed information with respect to the business, financial condition, results of operations
and prospects of Fresh2; (ii) has received or has been provided access to all material information concerning an investment in Fresh2;
and (iii) has been given the opportunity to obtain any additional information or documents from, and to ask questions and receive answers
of, the officers, directors and representatives of the Fresh2 to the extent necessary to evaluate the merits and risks related to an investment
in the Fresh2 represented by the Conversion Shares.
(h) All action on the part of Employee, and its officers, directors and partners, if applicable, necessary for the authorization, execution
and delivery of this Agreement and the performance of all obligations of Employee hereunder and thereunder has been taken, and this Agreement,
assuming due execution by the parties hereto, constitutes valid and legally binding obligations of Employee, enforceable in accordance
with its terms, subject to: (i) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable
remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating
to or affecting creditors’ rights.
6. Miscellaneous.
(a) THIS
AGREEMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. In any action between or among any of
the Parties arising out of this Agreement, (i) each of the Parties irrevocably and unconditionally consents and submits to the exclusive
jurisdiction and venue of the state and federal courts having jurisdiction over New York County, New York; (ii) if any such action is
commenced in a state court, then, subject to applicable law, no party shall object to the removal of such action to any federal court
having jurisdiction over New York County, New York; (iii) each of the parties irrevocably waives the right to trial by jury; and (iv)
each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepared,
to the address at which such party is to receive notice in accordance with this Agreement.
(b) All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim or
other communication hereunder shall be deemed duly delivered four business days after it is sent by registered or certified mail, return
receipt requested, postage prepaid, or one business day after it is sent for next business day delivery via a reputable nationwide overnight
courier service, in each case to the intended recipient as set forth below:
If to Fresh2：
880 3rd Avenue, 7th Floor, New York, NY 10022
Email:
If to Employee:
[ ]
Any Party may give any notice,
request, demand, claim or other communication hereunder using any other means (including personal delivery, expedited courier, messenger
service, telecopy, telex, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication shall be
deemed to have been duly given unless and until it actually is received by the Party for whom it is intended. Any Party may change the
address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties
notice in the manner herein set forth.
(c) This
Agreement constitutes the entire agreement between the Parties and supersedes all prior oral or written negotiations and agreements between
the Parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit
hereto) shall be effective unless made in writing and signed by both Parties.
(d) Each
Party to this Agreement hereby represents and warrants to the other Party that it has had an opportunity to seek the advice of its own
independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based
on any reliance upon the advice of any other Party or its legal counsel. Each Party represents and warrants to the other Party that in
executing this Agreement such Party has completely read this Agreement and that such Party understands the terms of this Agreement and
its significance. This Agreement shall be construed neutrally, without regard to the Party responsible for its preparation.
(e) Each
Party to this Agreement hereby represents and warrants to the other Party that (i) the execution, performance and delivery of this Agreement
has been authorized by all necessary action by such Party; (ii) the representative executing this Agreement on behalf of such Party has
been granted all necessary power and authority to act on behalf of such Party with respect to the execution, performance and delivery
of this Agreement; and (iii) the representative executing this Agreement on behalf of such Party is of legal age and capacity to enter
into agreements which are fully binding and enforceable against such Party.
(f) This
Agreement may be executed in any number of counterparts, all of which taken together shall constitute a single instrument.
IN WITNESS WHEREOF,
the parties have duly executed this Agreement as of the day and year first above written.
Fresh2 Group Limited
5
Exhibit 10.2
DEBT CONVERSION AGREEMENT
THIS DEBT CONVERSION AGREEMENT (the
“Agreement”) is entered into as of March 19, 2024, by and between Fresh2 Group Limited (“Fresh2”) and Shouli
Zhang (“Creditor”). Fresh2 and Creditor may be referred to herein individually as a “Party” and collectively as
the “Parties.”
Recitals:
WHEREAS, the Creditor
and an affiliate of Fresh2 (“Company”) entered into a Debt Agreement; and
WHEREAS, the Company
has borrowed money from Creditor as of date Feb 28,2024, and currently owes Creditor $243,291.9 in accrued borrowings. (“The Debt
Amount”); and
WHEREAS, the Parties
desire to convert the Debt Amount into ordinary shares of Fresh2; and
WHEREAS, the Parties
desire to set forth their agreements and understandings with respect thereto.
NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Conversion
to Stocks. Effective as of the date hereof, the Debt Amount shall be converted into 5,176,420 ordinary shares of Fresh2 (the “Conversion
Shares”), at a conversion price equal to the average trade price of the ordinary shares under the ADS of
the Fresh2 traded in the public market for the 120 trading days to the date of this Agreement. Within 5 days
of the date of this Agreement, Fresh2 shall instruct its registar to issue such Conversion Shares in the name of Creditor.
2. Amounts
Repaid in Full. For and in consideration of the issuance of the Conversion Shares to Creditor, the Debt Amount shall be deemed to
be paid in full, and the Company shall have no further obligations in connection with the Debt Amount.
4. Restricted
Stock. (a) The Conversion Shares to be issued hereunder have not been registered with the United States Securities and Exchange Commission,
or with the securities regulatory authority of any state. The Conversion Shares are subject to restrictions imposed by federal and state
securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under
the Securities Act of 1933, as amended (the “Act”), and the applicable state securities laws, pursuant to registration
thereunder or exemption therefrom.
(b) Creditor
understands that the certificates representing the Conversion Shares shall bear a restrictive legend in substantially the following form
(and a stop-transfer order may be placed against transfer of such certificates or other instruments):
THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES
LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1)
A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION
FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION
ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.
The legend set forth above
shall be removed and Fresh2 shall issue a certificate without such legend to the holder of the Conversion Shares upon which it is stamped,
if (a) such Conversion Shares are sold pursuant to a registration statement under the Securities Act, or (b) such holder delivers to Fresh2
an opinion of counsel, reasonably acceptable to Fresh2, that a disposition of the Conversion Shares is being made pursuant to an exemption
from such registration and that the Shares, after such transfer, shall no longer be “restricted securities” within the meaning
of Rule 144.
5. Creditor’s
Representations. Fresh2 is issuing the Conversion Shares to Creditor in reliance upon the following representations made by Creditor:
(a) At the time the Creditor was issued the Securities, the Creditor (A) is not a U.S. Person (as defined in this Agreement); and (B) will
notify Fresh2 immediately if the Creditor becomes a U.S. Person at any time during which the Creditor holds or owns any Securities. The
Creditor’s financial condition is such that he is able to bear the risk of holding the Conversion Shares for an indefinite period
of time and the risk of loss of his entire investment. The Creditor has such knowledge and experience in business and financial matters
so as to enable it to understand the risks of and form an investment decision with respect to his investment in the Conversion Shares.
(b) Except for offers and sales
to discretionary or similar accounts held for the benefit or account of a non-U.S. person by a U.S. dealer or other professional fiduciary,
all issuance of the Conversion Shares were made to the Creditor while the Creditor was outside the United States.
(c) Creditor is acquiring the
Conversion Shares for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof.
Creditor understands and acknowledges that the Conversion Shares have not been registered under the Act or any state securities laws,
by reason of a specific exemption from the registration provisions of the Act and applicable state securities laws, which depends upon,
among other things, the bona fide nature of the investment intent and other representations of Creditor as expressed herein. Creditor
further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to any third person with respect to any of the Conversion Shares.
(d) The Creditor acknowledges
that he has been provided with information regarding the business, operations and financial condition of Fresh2 and has, prior to the
date hereof, been granted the opportunity to ask questions of and receive answers from representatives of Fresh2, its officers, directors,
Creditors and agents concerning Fresh2 in order for the Creditor to make an informed decision with respect to his investment in the Conversion
Shares. The Creditor has sought such accounting, legal and tax advice as well as language translation since this agreement is written
in English as he deems appropriate in connection with his proposed investment in the Conversion Shares.
(e) The Creditor understands
that the Conversion Shares are being offered and sold to him in reliance upon specific exemptions from the registration requirements of
U.S. federal and state securities laws and that Fresh2 is relying upon the truth and accuracy of the representations and warranties of
the Creditor set forth in this Section 2 in order to determine the availability of such exemptions and the eligibility of the Creditor
to acquire the Conversion Shares. The Conversion Shares are offered and sold outside the United States under the exemption provided by
Regulation S promulgated under the Securities Act, and other exemptions of similar import in the laws of foreign jurisdictions where the
offering is made. For purposes hereof, “United States” and “U.S. Person” shall have the meaning set forth in Regulation
S under the Securities Act.
(f) The Creditor has, in connection
with the Creditor’s decision to purchase the Conversion Shares, not relied upon any representations or other information (whether
oral or written) other than as set forth in the representations and warranties of Fresh2 contained herein and in the SEC Reports, and
the Creditor has, with respect to all matters relating to this Agreement and the offer and sale of the Conversion Shares, relied solely
upon the advice of the Creditor’s own counsel and has not relied upon or consulted counsel of Fresh2.
(g) Creditor
(i) has had, and continues to have, access to detailed information with respect to the business, financial condition, results of operations
and prospects of Fresh2; (ii) has received or has been provided access to all material information concerning an investment in Fresh2;
and (iii) has been given the opportunity to obtain any additional information or documents from, and to ask questions and receive answers
of, the officers, directors and representatives of the Fresh2 to the extent necessary to evaluate the merits and risks related to an investment
in the Fresh2 represented by the Conversion Shares.
(h) All action on the part of Creditor, and its officers, directors and partners, if applicable, necessary for the authorization, execution
and delivery of this Agreement and the performance of all obligations of Creditor hereunder and thereunder has been taken, and this Agreement,
assuming due execution by the parties hereto, constitutes valid and legally binding obligations of Creditor, enforceable in accordance
with its terms, subject to: (i) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable
remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating
to or affecting creditors’ rights.
6. Miscellaneous.
(a) THIS
AGREEMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. In any action between or among any of
the Parties arising out of this Agreement, (i) each of the Parties irrevocably and unconditionally consents and submits to the exclusive
jurisdiction and venue of the state and federal courts having jurisdiction over New York County, New York; (ii) if any such action is
commenced in a state court, then, subject to applicable law, no party shall object to the removal of such action to any federal court
having jurisdiction over New York County, New York; (iii) each of the parties irrevocably waives the right to trial by jury; and (iv)
each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepared,
to the address at which such party is to receive notice in accordance with this Agreement.
(b) All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim or
other communication hereunder shall be deemed duly delivered four business days after it is sent by registered or certified mail, return
receipt requested, postage prepaid, or one business day after it is sent for next business day delivery via a reputable nationwide overnight
courier service, in each case to the intended recipient as set forth below:
If to Fresh2：
880 3rd Avenue, 7th Floor, New York, NY 10022
Email:
If to Creditor:
Shouli Zhang
Any Party may give any notice,
request, demand, claim or other communication hereunder using any other means (including personal delivery, expedited courier, messenger
service, telecopy, telex, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication shall be
deemed to have been duly given unless and until it actually is received by the Party for whom it is intended. Any Party may change the
address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties
notice in the manner herein set forth.
(c) This
Agreement constitutes the entire agreement between the Parties and supersedes all prior oral or written negotiations and agreements between
the Parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit
hereto) shall be effective unless made in writing and signed by both Parties.
(d) Each
Party to this Agreement hereby represents and warrants to the other Party that it has had an opportunity to seek the advice of its own
independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based
on any reliance upon the advice of any other Party or its legal counsel. Each Party represents and warrants to the other Party that in
executing this Agreement such Party has completely read this Agreement and that such Party understands the terms of this Agreement and
its significance. This Agreement shall be construed neutrally, without regard to the Party responsible for its preparation.
(e) Each
Party to this Agreement hereby represents and warrants to the other Party that (i) the execution, performance and delivery of this Agreement
has been authorized by all necessary action by such Party; (ii) the representative executing this Agreement on behalf of such Party has
been granted all necessary power and authority to act on behalf of such Party with respect to the execution, performance and delivery
of this Agreement; and (iii) the representative executing this Agreement on behalf of such Party is of legal age and capacity to enter
into agreements which are fully binding and enforceable against such Party.
(f) This
Agreement may be executed in any number of counterparts, all of which taken together shall constitute a single instrument.
IN WITNESS WHEREOF,
the parties have duly executed this Agreement as of the day and year first above written.
Fresh2 Group Limited
| /s/ Haohan Xu |
|
| By: |
Haohan Xu |
|
| Title: |
CEO |
|
March 19, 2024
Creditor: Shouli Zhang
5
v3.24.1
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
AnPac Bio Medical Science (NASDAQ:ANPC)
Historical Stock Chart
From Apr 2024 to May 2024
AnPac Bio Medical Science (NASDAQ:ANPC)
Historical Stock Chart
From May 2023 to May 2024
