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 June 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 26, 2025, our subsidiary Xi’an App-Chem Bio (Tech) Co., Ltd (“App-Chem”) entered into a Sale Distribution Agreement (the “Agreement”) with Tianjin Merrill-Youli Trading Co., Ltd. (“ Merrill-Youli”). Under the Agreement, App-Chem grants Merrill-Youli the non-exclusive right to market, distribute and sell all of App-Chem’s Ambroxide products (collectively, the “Products”), in the Asia-Pacific Region. The term of the Agreement is thirty-six (36) 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 Merrill-Youli.
Pursuant to the Agreement Merrill-Youli has guaranteed aggregate sales of no less than approximately US$18 million over the term.
Any quality claims from Merrill-Youli 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 Merrill-Youli. 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 Merrill-Youli, with warehouse charges remaining the sole responsibility of App-Chem. Merrill-Youli will provide App-Chem notice for any specialized packaging and bear any additional costs incurred therefrom. App-Chem will be responsible for transportation insurance.
App-Chem must receive full payment from Merrill-Youli 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 Distribution Agreement with Tianjin Merrill-Youli Trading Co., Ltd. |
|
| 99.1 | Press Release dated June 16, 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: June 16, 2025 | Bon Natural Life Limited | |
| By: | /s/ Yongwei Hu | |
| Yongwei Hu | ||
| Chairman and Chief Executive Officer | ||
Exhibit 10.1
Xi an App-Chem Bio (Tech) Co., Ltd. and Tianjin
MERRILL-YOULI Trading Co., Ltd.Cooperation
Agreement for Clary Sage Extract Products
| Party A: Xi’an App-Chem Bio (Tech) Co., Ltd. | Date: May 26, 2025 |
| Party B:Tianjin MERRILL-YOULI Trading Co., Ltd. |
Place of signing: Xi’an |
| Agreement No.:BONMRBL20250526 |
Party A (Nasdaq Symbol: BON), a leading bio-based ingredient solutions provider in the natural, health and personal care industries, has its range of personal care fragrance product widely distributed in China, Japan, South Korea, the United States and the European Union, enjoying excellent quality and a good reputation. Party B is a leading distributor of fragrance chemicals in the Asia-Pacific region, with rich experience and strong resources in the distribution of fragrance chemicals channels.
Both parties acknowledged that, given the rapid expansion of the market application for Ambroxide products, BON’s outstanding competitiveness in this product and its partner Tianjin MERRILL-YOULI’s strong market promotion capabilities in the field of flavor chemicals, Ambroxide products will achieve rapid development in the flavor market in the Asia-Pacific region, especially in the fabric fragrance market. The application in this emerging field will greatly expand the market application scope and scale of Ambroxide.
WHEREAS, Party A and Party B have engaged in good-faith negotiations;
NOW THEREFORE, the Parties hereby enter into this Cooperation Agreement (the “Agreement”) governing the sale and distribution of Ambroxide products, within the territory comprising the Asia-Pacific Region:
I. Main Matters of the Agreement:
1. Party A hereby grants Party B the priority distribution rights of its Ambroxide products in the Asia-Pacific region. The operation rights are non-exclusive, valid for a term of thirty-six (36) months after the signing of the agreement.
2. Party B hereby agrees to accept the priority distribution rights for the Ambroxide products in the Asia-Pacific region, for a period of thirty-six (36) months after the signing of this agreement.
3. Party A shall be responsible for the research and development, production and supply of the Ambroxide products to Party B. Party A shall ensure the stable and reliable supply of the product, as well as continuous and rapid innovation and upgrades. During the term of this agreement, Party B shall be responsible for the agreed sales of the product and enjoys the priority supply from Party A. Party B guarantees that during the term of this agreement, the sales volume of the products shall not be less than 130 million yuan.
4. Both parties agree that during the specific business advancement, they may sign business agreements covring matters including,but not limited to, product categories, market arrangements, product upgrades. Any such agreement executed pursuant to this provision shall form an integral part hereof.
5. The main sales information stipulated in this agreement is as follows in the table:
| Product name | Specification |
Unit price (yuan /KG) |
Quantity (KG) |
Total amount (RMB) |
||||
| Ambroxide | GC98% | 2400.00 | 55000 | 132,000,000.00 |
II. Quality Standards:
Product Specifications: Party A shall ensure that the products quality is qualified, control the relevant indicators of the product in accordance with international relevant standards, and issue the COA of the same batch of goods.
The period for raising quality objections shall be two (2) months from the date of shipment.Party A shall not be liable for any quality issues arising from improper storage by Party B or contamination (including excessive bacteria or moisture content) occurring during unpacking.
III. Cooperation Period: The term shall be thirty-six (36) months from the date of signing the agreement.
IV. Delivery method and location: Under this agreement, Party B shall provide the shipping lists to Party A in installments and batches, whereupon, Party A shall dispatch the goods in accordance with this Agreement.The goods will be transported to the cities in China designated by Party B, excluding the warehouse entry fee.
V. Packaging: Unless otherwise specified herein, Packaging shall be supplied by Party A in standard conventional cardboard drums. Should Party B require special packaging, Party B shall provide Party A with reasonable prior written notice and shall bear all additional costs and expenses associated therewith. In such event, Party A shall use reasonable efforts to accommodate Party B’s special packaging requirements, subject to Party A’s operational capabilities and constraints.
VI. Payment: Party B shall make the full payment in advance before shipment, and Party A shall deliver the goods upon receipt of the payment.
VII. Responsibilities and Obligations of Both Parties:
1. Party B warrants and undertakes that the products purchased from Party A shall comply with all applicable laws and regulations of the relevant jurisdiction in local. Party B further undertakes not to promote, market, advertise, or sell the Products in any manner that violates such laws or regulations.
2. Party B shall effect payment punctually as stipulated in the agreement hereof. In the event that Party A is unable to deliver the goods on schedule due to reasons such as Party B’s delay in payment, and the delivery date is postponed, Party A shall not bear the liability for breach of contract.
3. Party A shall deliver the goods on time as required by Party B and ensure that the packaging of the goods meets the requirements of logistics transportation. Party A shall ensure the purchase of appropriate transportation insurance.
4. In the event that the product quality fails to meet the requirements of the COA annexed hereto or the “Quality Requirements” set forth herein, the goods shall be inspected by a third-party testing institution recognized by both parties. The test results shall permit a margin of error of ±1%. Within such permitted variance, the goods shall be deemed to comply with the contractual specifications. If the goods do not meet the requirements of the COA in this contract or the “Quality Requirements”, Party A shall bear the testing costs and all costs for returns and exchanges.
5. Should either party fail to perform this agreement without cause or terminates this agreement without authorization, it shall pay the other party a penalty of 15% of the total price of the unperformed part of this agreement. Should either Party fail to fully perform this agreement due to its responsibility, it shall also pay the other party a penalty of 15% of the total price of the unperformed part of this agreement.
VIII. Violation Liability: Both Party A and Party B shall strictly abide by this agreement to fulfill their respective responsibilities and obligations. In the event that the force majeure makes it impossible to perform or delays the performance of this agreement, both parties shall determine it through specific consultation.
IX. Miscellaneous: Both parties shall resolve them through friendly consultation and may enter into a separate agreement. During the execution of the agreement
In the event of an irreconcilable commercial dispute, a lawsuit may be filed with the people’s court where Party A is located.
This agreement shall come into effect upon signature and seal by both parties. It is made in quadruplicate, with each party holding two copies, all of which have the same legal effect.
|
Party A: Xi’an App-Chem Bio (Tech) Co., Ltd. |
Party B: Tianjin MERRILL-YOULI Trading Co., Ltd. |
| Seal: | Seal: |
| Representative (Signature) : | Representative (Signature) : |
| May 26, 2025 | May 26, 2025 |
Exhibit 99.1
Bon Natural Life Announces Distribution Agreement with Tianjin Merrill-Youli Trading Co., Ltd.
XI’AN China, June 16, 2025 (GLOBE NEWSWIRE) — Bon Natural Life Limited (Nasdaq: BON) (“Bon” or the “Company”), a leading bio-ingredient solutions provider for natural, health, and personal care industries, today announced a non-exclusive sales distribution agreement with Tianjin Merrill-Youli Trading Co., Ltd., a prominent Asia-Pacific fragrance chemical distributor (“Merrill-Youli”). The term of the agreement is 36 months with a total contract value of up to US$18 million. Pursuant to the agreement, Merrill-Youli will market, sell and distribute Bon’s Ambroxide and related natural fragrance compounds in the Asia-Pacific region. Merrill-Youli will primarily target the industrial fabric fragrance sector.
Ambroxide is a synthetic molecule used in perfumery to create ambergris notes and act as a fixative. It’s a cruelty-free alternative to the natural ambergris, which is derived from sperm whales. Ambroxide is known for its velvety, woody, and ambery scent with animalic, creamy, and mineral facets and has long been a staple in perfumery. In recent years, Ambroxide has rapidly expanded into the much larger fabric fragrance market, thanks to its strong performance, lower production costs, and reliable supply. Manufacturing has scaled up dramatically—from thousands to tens of thousands of tons—and the market is expected to grow by over 25% each year for the next five years.
Bon believes this partnership will help capitalize a leading position in Ambroxide products leveraging Merrill-Youli’s established market presence in fragrance chemicals. The collaboration aims to accelerate adoption of Bon’s Ambroxide line across Asia-Pacific fragrance markets, particularly in fabric applications. Bon plans to use its advanced Ambroxide technology to boost sales growth, increase profits in its fragrance chemicals business, and deliver greater value to its shareholders.
Additionally, Bon has made a breakthrough in developing a biosynthetic alternative to Sclareol—the key natural ingredient used to produce Ambroxide. After starting the project in 2023, the Company has now confirmed that the technology is on track for commercial launch. Production capacity is now expected to scale rapidly, from thousands to tens of thousands of tons per year, and the new process also offers cost savings, enhancing overall efficiency and profitability.
Bon believes this will further strengthen its competitive position and will open the door to expanding beyond perfumery into the much larger textile fragrance market—a rapidly growing industry with significant scale and untapped potential.