Item 1.01 Entry into a Material Definitive Agreement
On
On
The representations, warranties and covenants contained in the First Agreement and the Second 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
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 betweenMerion, Inc. andCharming Life International, LLC , datedSeptember 7, 2020 . 10.2 Securities Purchase Agreement by and betweenMerion, Inc. andMin Zhang , datedSeptember 7, 2020 . 2
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