Item 1.01 Entry into a Material Definitive Agreement

On December 11, 2020, Merion, Inc. (the "Company") entered into a Debt Repayment Agreement (the "Agreement") with Mr. Dinghua Wang, a major shareholder, Chairman and Chief Executive Officer of the Company and DW California Food Distribution LLC, a California limited liability company that is owned by Mr. Dinghua Wang (the "Creditors"), pursuant to which the Company agreed to repay $5,243,839.33 debt owed to the Creditors in the form of shares of Common Stock of the Company for an aggregate of 5,243,839 shares at a price of $1.00 per share (the "Debt Repayment"). The Debt Repayment 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 transaction, 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 dates of the Agreement, which subsequent information may or may not be fully reflected in public disclosures.

The Agreement is filed as Exhibits 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.

Item 3.02 Unregistered Sales of Equity Securities

Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit No.   Exhibit Title or Description
  10.1          Debt Repayment Agreement by and among Merion, Inc., DW California
              Food Distribution LLC and Dinghua Wang, dated December 11, 2020.





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