AiXin Life International : Certificate of Incorporation/Bylaws - Form 8-K

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

AIXIN LIFE INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

0-17284

(Commission File No.)

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 A.2. below):

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

Cautionary Note Regarding Forward-Looking Statements:

Any statements contained in this Current Report on Form 8-K that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identifiable by use of the words "believes," "expects," "intends," "anticipates," "plans to," "estimates," "projects," or similar expressions. Such statements may include, but are not limited to, statements about the Company's planned acquisitions, the purchase price to be paid for such acquisitions and the future performance of the businesses to be acquired, and other statements that are not historical facts. Such statements are based upon the beliefs and expectations of the Company's management as of this date only and are subject to risks and uncertainties that could cause actual results to differ materially. Therefore, investors are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable law.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to resolutions adopted by the Board of Directors and the holders of a majority of the outstanding shares of common stock of AiXin Life International, Inc., on January 6, 2023, we filed an amendment to our Articles of Incorporation with respect to a proposed 1 for 2 "reverse" split of our common stock (the "Amendment"). A copy of the Amendment is included as Exhibit 3.1 to this Report.

Completion of the proposed reverse stock split remains subject to the discretion of our Board of Directors. If the reverse stock split is to be effected, it will become effective on a date determined by our Board of Directors only upon receipt of approval from the Financial Industry Regulatory Authority ("FINRA"). We will publicly announce the date, if any, on which the reverse stock split is intended to occur and the new CUSIP number for the common stock. It is anticipated that the trading symbol of our common stock will remain AIXN.

If the proposed reverse stock split is effected, each two (2) pre-split shares of our common stock will automatically combine into one (1) new share of common stock without any action on the part of the holders and the number of outstanding shares of common stock will be reversed from 49,999,891 to 24,999,946 shares (subject to rounding of fractional shares).

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

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, thereunto duly authorized.