6-K 1 form6-k.htm 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2025

 

Commission File Number 001-40517

 

BON NATURAL LIFE LIMITED

(Translation of registrant’s name into English)

 

Room 601, Block C, Gazelle Valley, No.69, Jinye Road

High-Tech Zone, Xi’an, Shaanxi, China

People’s Republic of China

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

 

 

Supply Agreement

 

On May 12, 2025, our subsidiary Xi’an App-Chem Bio (Tech) Co., Ltd (“App-Chem”) entered into a Sales Cooperation Agreement (the “Agreement”) with Shanghai Risesun International Trade Co., Ltd. (“Shanghai Risesun”). Under the Agreement, App-Chem grants Shanghai Risesun the non-exclusive right to market, distribute and sell App-Chem’s Tea Pigment Series products, including, but not limited to (i) tea pigment powder, (ii) tea pigment tablets, (iii) tea pigment concentrated liquid, and (iv) tea pigment compound series products (collectively, the “Products”). The term of the Agreement is twenty-four (24) months.

 

App-Chem will be responsible for all research and development, production and quality control such that the Products are compliant with applicable national standards, and provide a Certification of Analysis (COA). App-Chem will also prioritize Product orders to Shanghai Risesun.

 

Pursuant to the Agreement Shanghai Risesun has guaranteed aggregate sales of no less than US$24,000,000 over the term.

 

Any quality claims from Shanghai Risesun must be submitted within two (2) months from the date on which they received the Products. App-Chem is not liable for any quality issues arising from improper storage or contamination during unpacking or handling by Shanghai Risesun. If any quality discrepancy arises, a re-inspection shall be conducted by a mutually agreed-upon third-party. If the re-inspection confirms non-conformity, App-Chem shall bear all costs incurred.

 

Products will be transported to such sites as designated by Shanghai Risesun, with warehouse charges remaining the sole responsibility of App-Chem. Shanghai Risesun will provide App-Chem notice for any specialized packaging and bear any additional costs incurred therefrom.

 

App-Chem must receive full payment from Shanghai Risesun for any Products before they are dispatched.

 

Either party that terminates the Agreement without justifiable reasons (as defined in the Agreement) or fails to fulfill its obligations under the Agreement shall compensate the other party with a liquidated damages equivalent to 15% of the total Agreement amount. Any lawsuits must be filed in a court located in the People’s Republic of China.

 

The foregoing is a summary of the material terms of the Agreement. The Agreement contains additional terms, covenants and conditions and should be reviewed in its entirety for additional information.

 

 

 

Exhibits

 

The following exhibits are included in this Form 6-K:

 

Exhibit No.   Description of Exhibit

10.1

 

Translation of Sales Cooperation Agreement with Shanghai Risesun International Trade Co., Ltd.

99.1   Press Release dated May 22, 2025

 

 

 

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.

 

Date: May 22, 2025 Bon Natural Life Limited
     
  By: /s/ Yongwei Hu
    Yongwei Hu
    Chairman and Chief Executive Officer

 

 

 

 

EX-10.1 2 ex10-1.htm EX-10.1

 

Exhibit 10.1

 

Xi`an App-Chem Bio (Tech) and Shanghai Risesun International Trade Sales Cooperation Agreement for Tea Pigment Series Health Products

 

Party A: Xi`an App-Chem Bio (Tech) Co., Ltd. Date: May 12, 2025
Party B: Shanghai Risesun International Trade Co., Ltd.

Place: Xi’an

Agreement No.: BONYS20250512

 

Party A (Nasdaq : BON), a globally established provider of natural health bioactive ingredients and health solutions, is engaged in the research and development (R&D), production, and worldwide distribution of natural active compounds. Specializing in formulating ingredients for personal health and wellness applications, Party A holds an internationally recognized position as a leader in the innovation and commercialization of natural health ingredients and holistic health solutions. The natural health product portfolio of Party A is extensively distributed across key global markets, including but not limited to China, Japan, South Korea, the United States, and the European Union, and is distinguished by its compliance with stringent quality benchmarks and its established reputation for excellence in the global marketplace.

 

Party B is a leading enterprise within the health products sector in China, specializing in the research and development (R&D) and market expansion of botanical health products and natural protein-based health supplements. Party B possesses extensive expertise in the development of proprietary products and the establishment of distribution channels across diverse domains, including but not limited to sports fitness, aesthetic enhancement, and anti-aging solutions. Moreover, Party B maintains professional operational teams and possesses substantial resources in emerging business domains including new retail models and e-commerce marketing ecosystems.

 

The Parties hereby acknowledge and confirm that Party A’s tea pigment products exhibit significant biological properties, inclusive of hypoglycemic, anti-ulcerative, and antioxidant functionalities, thereby evidencing expansive applicability across diverse health sectors. Tea pigment is recognized as the most promising functional tea derivative since the commercialization of tea polyphenols, demonstrating particularly significant market potential in digestive health and blood glucose management applications. With exceptionally abundant raw material sources and a substantial consumer base, this innovation represents a groundbreaking application with blockbuster potential exceeding the USD 1 billion threshold.

 

 

 

This Cooperative Agreement (the “Agreement”) is entered into by and between Party A and Party B (hereinafter collectively referred to as the “Parties”).

 

WHEREAS, the Parties have engaged in good faith negotiations concerning the collaboration in the global marketing, distribution, and commercialization of the Tea Pigment Series Health Products (as defined herein);

 

NOW, THEREFORE, in consideration of the mutual covenants, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

I. Principle Matters of Agreement:

 

1. Party A hereby grants and authorizes Party B the non-exclusive, worldwide rights to market, distribute, and commercially operate the Tea Pigment Series Products (collectively, the “Products”), including, without limitation, tea pigment powder, tea pigment tablets, tea pigment concentrated liquid, and tea pigment compound series products. Such rights shall remain in full force and effect for a term of twenty-four (24) months, commencing upon the execution of this Agreement.

 

2. Party B hereby agrees to accept the non-exclusive global distribution rights for Party A’s Tea Pigment Series Products, effective as of the date of execution of this Agreement, for a term of twenty-four (24) months.

 

 

 

3. Party A shall be responsible for the R&D, and production of the products and shall supply the products to Party B. Party A shall ensure a stable and reliable supply of the products, as well as continuous and rapid innovation and upgrading thereof. The products include tea pigment and related health products.

 

4. Party B shall undertake the sales of the designated product series under this Agreement during the term hereof and shall be entitled to priority supply from Party A. Party B guarantees that the aggregate sales revenue of the said product series shall reach no less than US$24,000,000 during the contractual period.

 

5. The parties hereby mutually covenant and agree that in furtherance of specific commercial undertakings, they may execute business agreements pertaining to product categories, market arrangements, product development, and other related matters, which shall constitute an integral component of this Agreement.

 

6. The principal sales particulars as stipulated herein are enumerated in the schedule below:

 

Product   Sales Target   Market Area   Market Authority   Agreement Term
Tea pigment series products (including tea pigment powder, tea pigment tablets, tea pigment concentrated liquid, and tea pigment compound series products)   US$24,000,000   Global market   Non-exclusive business operation right   24 months

 

 

 

II. Quality Standards:

 

Product Specifications: Party A warrants and guarantees that the product quality complies with the applicable national standards, controls the relevant product indicators in accordance therewith, and issues a Certificate of Analysis (COA) for the corresponding batch of the goods.

 

The notification period for lodging quality claims shall not exceed two (2) months from the date of shipment. Party A shall not assume any liability for quality issues arising from improper storage by the purchaser or contamination, excessive bacterial levels, or moisture exceeding permissible limits caused during the unpacking of the goods.

 

III. Term of Cooperation:

 

This Agreement shall commence on the date of execution and continue in full force and effect for a period of twenty-four (24) months thereafter.

 

IV. Delivery Method and Place:

 

Pursuant to the provisions of this Agreement, Party B shall provide delivery orders to Party A in multiple installments and batches, whereupon Party A shall dispatch the goods in strict compliance with the mutually agreed-upon terms and conditions. The goods shall be transported to the domestic city designated by Party B, excluding warehousing charges, which shall remain the sole responsibility of Party B.

 

V. Packaging:

 

The goods shall generally be packaged in standard e-commerce cartons. Provided, however, that should Party B require specialized packaging configurations or enhanced protective measures, it shall notify Party A in advance and bear any additional costs incurred therefrom. Party A shall provide reasonable assistance and cooperation in implementing such requirements as may be reasonably required, subject always to operational feasibility and regulatory compliance.

 

VI. Payment:

 

Party B shall remit the advance payment preceding the goods delivery; Party A shall effectuate the shipment forthwith upon receipt thereof.

 

 

 

VII. Responsibilities and Obligations of Both Parties:

 

1. Party B hereby represents, warrants, and covenants that all products procured from Party A shall strictly adhere to all applicable statutory requirements, regulatory provisions, and industry standards in force within each relevant jurisdiction throughout the entire process of sale, distribution, and commercialization.

 

2. Party B shall make the payments in accordance with the agreed schedule stipulated in this Agreement. In the event that Party B’s delayed payment or other attributable causes result in Party A’s inability to deliver goods as scheduled, the delivery period shall be correspondingly extended, and Party A shall not bear any liability for breach of contract in such circumstances.

 

3. Party A shall punctually deliver the goods in accordance with Party B’s requirements and ensure that the packaging of the goods complies with logistics and transportation specifications. Party A shall further procure adequate transportation insurance for the shipment.

 

4. If the Product quality does not conform to the requirements specified in the COA attached to this Agreement or the Quality Requirements, a re-inspection may be conducted by a third-party testing authority agreed upon by both Parties. A tolerance of ±1% shall be allowed for the testing results of the third-party authority; within this range, the Goods shall be deemed to conform to the Requirements. If the Goods fail to meet the requirements set forth in the COA or Quality Requirements of this Agreement, Party A shall bear all costs incurred in the testing, as well as all expenses for the return and replacement of the goods.

 

 

 

5. Should either party fail to perform this Agreement without cause or unilaterally terminate this Agreement, the breaching party shall be liable to pay liquidated damages equivalent to 15% of the total value of the unperformed portion of this Agreement to the non-breaching party. In the event that either party fails to fully perform its obligations under this Agreement due to its own default, the defaulting party shall likewise compensate the other party with liquidated damages amounting to 15% of the total price of the unfulfilled portion hereof.

 

VIII. Liability for Violate of Agreement

 

The parties hereto shall strictly observe and duly perform their respective obligations as stipulated herein. In the event that Force Majeure circumstances render the performance of this Agreement impossible or delayed, the Parties shall negotiate in good faith to determine the appropriate resolution in accordance with the relevant provisions of this Agreement.

 

IX. Miscellaneous:

 

The parties hereto shall resolve any matters not expressly addressed in this Agreement through amicable consultation and may execute a separate supplementary agreement to formalize such resolutions. The parties further agree that any irreconcilable disputes arising during the performance of this Agreement shall be settled through litigation, which shall be subject to the exclusive jurisdiction of the People’s Court located at the domicile of Party A.

 

This Agreement becomes effective upon execution by both parties. IN WITNESS WHEREOF, this Agreement is executed in four (4) original copies - two (2) for each party - all with equal legal force and effect.

 

Party A:Xi`an App-Chem Bio (Tech) Co., Ltd.

 

 

Seal:

 

Authorized Representative (Signature):

 

May 12, 2025

 

Party B:Shanghai Risesun International

Trade Co., Ltd.

 

Seal:

 

Authorized Representative (Signature):

 

May 12, 2025

 

 

 

 

 

EX-99.1 3 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

BON Announces Launch of Tea Pigment Digestive Health Products and Cooperation Agreement Signed with Shanghai Risesun International Trade

 

XI’AN, China, May 22, 2025 (GLOBE NEWSWIRE) — Bon Natural Life Limited (Nasdaq: BON) (“BON” or the “Company”), a leading bio-ingredient solution provider in the natural, health and personal care industry, today announced a non-exclusive sales cooperation agreement with Shanghai Risesun International Trade Co., Ltd., a leading functional ingredient distributor in China. The term of the Agreement is 24 months with a total contract value of US$ 24 million. Pursuant to the agreement, Shanghai Risesun will market, distribute and sell BON’s tea pigment series health products in China.

 

Leveraging a robust biological profile that includes lipid modulation, glycemic control, antioxidant activity, and anti-peptic ulcer, tea pigments demonstrate broad applicability across multiple health sectors. This phytochemical complex now stands as one of the more promising functional tea derivatives since the commercialization of tea polyphenols, gaining particular traction in two high-demand sectors: digestive wellness and blood glucose regulation. Backed by an ample supply of tea raw materials and supported by tea’s global popularity as one of the largest beverage categories, this innovation is well-positioned for mass adoption. With robust consumer interest and strong market fundamentals, the venture could potentially exceed a $1 billion market valuation.

 

Hu Yongwei, CEO and Chairman of BON, commented: “This strategic collaboration with Shanghai Risesun capitalizes on core tea pigment technologies to help accelerate our entry into the high-growth digestive health sector. This transformative partnership marks a strategic milestone in advancing our health solutions business while expanding global commercialization of tea pigment-based products-positioning BON as a leader in this category. We anticipate this alliance will fuel revenue and earnings growth, and potentially elevate shareholder returns through sustainable market expansion.”

 

About Bon Natural Life Limited (“BON”)

 

BON is a Cayman Islands company engaged in the business of natural, health, and personal care industries. For more information, please visit the Company’s website at http://www.bnlus.com.

 

For more information, please contact:

 

Cindy Liu | IR

Email: bonnatural@appchem.cn

 

Safe Harbor Statement

 

This press release contains certain statements that may include “forward-looking statements.” All statements other than statements of historical fact included herein are “forward-looking statements.” These forward-looking statements are often identified by the use of forward-looking terminology such as “believes”, “expects” or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, they do involve assumptions, risks, and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.