EWLU Merion Inc (CE)

Item 1.01 Entry into a Material Definitive Agreement

On October 19, 2020, Merion, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement (the “Agreement”) with Vickie Hienthuc Duong, a California resident (the “Purchaser”), pursuant to which the Company agreed to sell to the Purchaser in a private placement 300,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $1.00 per share for an aggregate offering price of $300,000 (the “Private Placement”). The Private Placement will be completed pursuant to the exemption from registration provided by Regulation D promulgated under the Securities Act of 1933, as amended.

The representations, warranties and covenants contained in the Agreement were made solely for the benefit of the parties to the Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Agreement 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 Agreement is 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 Agreement, which subsequent information may or may not be fully reflected in public disclosures.

The Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreement is subject to, and qualified in its entirety by the Agreement, which is incorporated herein by reference.