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 1934

Date of Report (Date of earliest event reported): ~~July~~April 2711, ~~2021~~ 2023

Merion, Inc.

(Exact name of registrant as specified in its charter)

Nevada	333-173681	45-2898504
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

100 N. Barranca St #1000

West Covina, CA

91791

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including areas code: (626) 331-7570

None

(Former Name or Former Address, is 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 (see General Instruction A2. below):

☐ 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))

☐ 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))

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. ☐

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

Title of each class Trading Symbol(s) Name of each exchange ononwhich ~~which~~ registered None N/A N/A

Item 38.0301 ~~Material~~Other ~~Modification to Rights of Security Holders~~Events.

~~The~~On ~~information~~April ~~set~~11, ~~forth~~2023, Merion, Inc. (the “Merion”) entered into a Letter of Intent (the “LOI”) with Ares Pink Corporation, a Delaware corporation (“Ares Pink”), a copy of which is attached hereto as Exhibit 10.1. Ares Pink is in ~~Item~~the 5business of electric vehicles.03 Pursuant ~~below~~to LOI, Merion will enter into a business combination with Ares Pink (“Acquisition”). The LOI is ~~hereby~~not ~~incorporated~~a bybinding ~~reference~~agreement as it is subject to ~~this~~the ~~Item~~definitive 3documentation to effect the Acquisition that is mutually acceptable to both parties, except for the provisions under the headings of “Confidentiality”, “Expenses”, “Announcements”, “Exclusivity”, and “Governing Law Dispute Resolution and Jurisdiction” of the LOI, which are binding.~~03.~~

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

On July 27, 2021, Merion, Inc. (the “Company”") filed a Certificate of Change with the State of Nevada (the “Certificate”) to effect a 1-for-3 reverse stock split of the Company’s authorized shares of common stock, par value $0.001 (the “Common Stock”), accompanied by a corresponding decrease in the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”), effective upon filing. Following the Reverse Stock Split, the number of authorized shares of Common Stock shall be reduced from 1,000,000,000 to 333,333,333.

Pursuant to Nevada law, the Reverse Stock Split and Certificate of Change were approved by the Company’s Board of Directors on June 11, 2021, and no shareholder approval was required. Fractional shares resulting from the Reverse Stock Split shall be rounded up to the nearest whole share, and all shares of Common Stock (including fractions thereof) issuable upon the Reverse Stock Split to a given shareholder shall be aggregated for the purpose of determining whether the Reverse Stock Split would result in the issuance of a fractional share. Each shareholder’s percentage ownership interest in the Company and proportional voting power remain unchanged immediately following the effectiveness of the Certificate.

The new CUSIP number for the Company’s Common Stock following the effectiveness of the Reverse Stock Split is 58985T 202.

A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibits Number		Description
3.1		Certificate of Change dated July 27, 2021
10.1		Letter of Intent dated April 11, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRLdocument).

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 hereunto duly authorized.

	Merion, Inc.
Dated: July 29, 2021	By:	/s/ Ding Hua Wang
Dated: April 12, 2023	By:	/s/ Ding Hua Wang
		Ding Hua Wang
		President, Chief Executive Officer and Chief Financial Officer

Filing Compare · Merion, Inc.