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): ~~May~~ 21May 31, 2024

BIMI Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-34890		02-0563302
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

725 5th Avenue, 15th Floor, 15-01

New York NY

10022

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 212 542 0028

(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
Common stock, $0.001 par value		BIMI		The Nasdaq Stock Market LLC

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 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement.~~Officers; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers

On May 2131, 2024, Mr. Barry I. Regenstein resigned as a director of BIMI Holdings Inc. (the “Company”) ~~entered~~, ~~into~~as well as Chairman of the Compensation Committee and a ~~debt~~member of ~~conversion~~the ~~agreement~~Audit (Committee, effective immediately. On the ~~“Debt~~same ~~Conversion~~date, ~~Agreement”)~~Mr. ~~with~~Symington ~~Fnu~~W. ~~Oudom~~Smith toalso ~~convert~~resigned as a $1director of the Company,~~123,500~~ effective ~~loan~~immediately. ~~previously~~The ~~provided~~decisions byof Mr. ~~Oudom~~Regenstein toand Mr. Smith did not result from any disagreement with the Company ~~into~~relating 1to its operations,~~518~~ policies,~~243~~ ~~shares~~or practices. The board of directors of the Company’s ~~Common~~is ~~Stock,~~in ~~par~~the ~~value~~process ~~$0.001~~of ~~per~~finding ~~share,~~directors to fill the vacancy resulting from the ~~issuance~~resignations of ~~which~~Mr. isRegenstein ~~subject~~and toMr. ~~Nasdaq's authorization~~Smith.

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 10.1 hereto and are incorporated herein by reference.SIGNATURE

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statement~~requirements ~~and~~of ~~Exhibits~~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.

(d) Exhibits.

Dated: June 4, 2024	BIMI Holdings Inc.

	By:	/s/ Tiewei Song
	Name:	Tiewei Song
	Title:	Chief Executive Officer

Exhibit No		Document
10.1		Debt Conversion Agreement, dated March 21, 2024
104		Cover Page Interactive Data File, formatted in Inline XBRL

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: May 24, 2024	BIMI Holdings Inc.
	By:	/s/ Tiewei Song
	Name:	Tiewei Song
	Title:	Chief Executive Officer

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