6-K
Bon Natural Life Ltd (BON)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16 OF THE
SECURITIESEXCHANGE ACT OF 1934
Forthe month of July 2025
CommissionFile Number 001-40517
BONNATURAL LIFE LIMITED
(Translation of registrant’s name into English)
Room601, Block C, Gazelle Valley, No.69, Jinye Road
High-TechZone, Xi’an, Shaanxi, China
People’sRepublic 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.
SupplyAgreement
On June 10, 2025, our subsidiary Xi’an App-Chem Bio (Tech) Co., Ltd (“App-Chem”) entered into a Sales Cooperation Agreement (the “Agreement”) with Beijing Huahai Keyuan Technology Co., Ltd. (“ Huahai Keyuan”). Under the Agreement, App-Chem grants Huahai Keyuan the non-exclusive right to market, distribute and sell App-Chem’s natural prebiotic series products (collectively, the “Products”) throughout China. The term of the Agreement is twenty-four (24) months.
App-Chem will be responsible for all research and development, production, packaging and quality control such that the Products are compliant with applicable national standards.
Pursuant to the Agreement Huahai Keyuan has guaranteed aggregate sales of no less than US$16,000,000 over the term. All such sales shall be conducted in full compliance with applicable laws and regulations.
Products will be transported to such sites as designated by Huahai Keyuan. In the event that the quality of the Product fails to conform to the agreed standards, App-Chem shall bear all costs associated with testing, as well as any expenses related to the return or exchange of the Products.
App-Chem must receive full payment from Huahai Keyuan for any Products before they are dispatched.
The Agreement may be terminated at any time by the mutual consent of both parties. If either party breaches the Agreement and fails to remedy such breach within thirty (30) working days after receiving written notice from the non-breaching party, the non-breaching party shall have the right to terminate the Agreement.
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. Should partial non-performance of this Agreement occur due to a Party’s attributable default, the defaulting party shall pay the other party a penalty of 10% of the total price of the unperformed portion of the Agreement. Any lawsuits must be filed in a court located in a jurisdiction where the Company is located.
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 Huahai Keyuan Keyuan Technology Co., Ltd. |
| 99.1 | Press<br> Release dated July 2, 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:<br> July 2, 2025 | Bon Natural Life Limited | |
|---|---|---|
| By: | /s/ Yongwei Hu | |
| Yongwei<br> Hu | ||
| Chairman<br> and Chief Executive Officer |
Exhibit10.1
Xi’anApp-Chem Bio (Tech) and Beijing Huahai Keyuan
SalesCooperation Agreement for Natural Prebiotic Series
HealthProducts
| Party A: Xi’an App-Chem Bio (Tech) Co., Ltd**.** | **Date：**June<br> 10, 2025 |
|---|---|
| Party B: Beijing Huahai Keyuan | **Place of signing：**Xi’an |
| Technology Co., Ltd. | **Agreement No.：**BONHHKY20250610 |
Party A (Nasdaq: BON) is a supplier of natural health bioactive ingredients and health solutions, specializing in the research and development, production and sales of natural active ingredients, with a focus on ingredients for personal health and care products. Party A is a globally leading provider of natural health ingredients and “prebiotics + postbiotics” health solutions. Party A’s natural health series products are widely distributed in countries and regions including, but not limited to, China, Japan, South Korea, the United States and the European Union, featuring excellent quality and a good reputation.
Party B is a leading domestic health company headquartered in Beijing, possessing professional brand management and marketing with experienced health consulting team. Party B specializes in the market development of original health products and demonstrates proven expertise in market expansion and brand building capabilities in this field.
The Parties hereby recognize that Party A’s latest natural prebiotic series products (the “Products”) represent a breakthrough innovation in intestinal health. The Products utilize a compound formula integrating “prebiotics + postbiotics”, with “super prebiotic stachyose” as the core active ingredient. This product demonstrates potent and sustained activity in proliferating human intestinal probiotics, achieving tens-fold multiplication within a remarkably short time frame while maintaining superior stability. Furthermore, the Product exhibits multiple physiological functions including, regulating intestinal flora, improving diarrhea and constipation, promoting the absorption of vitamins and minerals, and regulating immunity. It has extremely huge market potential.
WHEREAS, Party A and Party B have engaged in good-faith negotiations;
NOWTHEREFORE, the Parties hereby enter into this Cooperation Agreement regarding the entrustment of Party A’s Natural Prebiotic Series Products to Party B for market distribution within the territory of China.
I.Main Matters of the Agreement.
Party A hereby grants Party B the non-exclusive distribution rights to its natural prebiotic series products for a period of twenty-four (24) months after the signing of this agreement.
2. Party B agrees to accept the non-exclusive distribution rights for Party A’s natural prebiotic series products within the Chinese market, valid for a period of twenty-four (24) months from the date of signing this Agreement.
3. Party A shall be responsible for product research, development, and manufacturing, and shall supply products to Party B. Party A shall ensure consistent and reliable supply of products, as well as continuous and rapid innovation, iteration and upgrading. The products include a series of natural prebiotics and the “prebiotics + postbiotics” compound formula products developed based thereon.
4. Party B shall be responsible for the sales of the series of the Products under this category in the Chinese market during the term of this agreement. Party B undertakes that the total sales revenue of the said Product shall be no less than US$16,000,000 during such period.
5. Both parties agree that during the specific business advancement, they may enter into business agreements on product categories, market arrangements, product development and other matters, which shall constitute an integral part (of this agreement.
II.Cooperation Period. Term of this agreement should be twenty four (24) months from the date of signing herein.
III.Payment. Party B shall prepay the full amount for the goods prior to shipment, and Party A shall deliver the goods only upon receipt of the full payment.
IV.Delivery and Location. Under this agreement, Party B shall periodically and in batches provide shipping documents to Party A, whereupon Party A shall deliver the goods as agreed. The goods shall be delivered to the designated cities in China of receipt specified by Party B.
V.Responsibilities and Obligations.
Party B guarantees that all sales activities shall comply with relevant laws and regulations and shall not engage in illegal sales during the sales process.
2. Party B shall effect payment on time as stipulated in the agreement. Should Party A’s failure to deliver the goods on schedule result from Party B’s delayed payment or other attributable causes, the delivery date shall be postponed, and Party A shall not bear the liability for breach of agreement.
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.
4. In the event that the Product quality fails to conform to the agreed standards, Party A shall bear all the testing fees and the costs of returns and exchanges.
5. If either party fails to perform this agreement without due cause or unilaterally terminates this agreement without authorization, such Party shall be liable to pay the other party a penalty of 15% of the total price of this agreement. Should partial non-performance of this Agreement occur due to a Party’s attributable default, the defaulting Party shall pay the other party a penalty of 10% of the total price of the unperformed part of this agreement.
VI.Force Majeure. Both Parties shall strictly fulfill their respective responsibilities and obligations hereunder. In the event that performance becomes impossible or delayed due to Force Majeure, the Parties shall negotiate in good faith to reach a mutually agreed solution.
VII.Termination of the Agreement. If one party violates the agreement and fails to make corrections within thirty (30) working days after receipt of written demand from the non-violating party, the non-violating party shall have the right to terminate this agreement. In addition, this agreement may be terminated by mutual consent of both parties.
VIII.Miscellaneous. If there are any matters not covered herein, both parties shall resolve them through friendly consultation and may enter into a separate agreement to stipulate them.
IX.Legal jurisdiction. In the event of any dispute arising during the execution of this contract, if no agreement can be reached through consultation, the dispute shall be settled through litigation and the people’s court where Party A is located shall have jurisdiction.
**X.**This agreement shall come into effect upon signatures and seals by both parties. It is executed in quadruplicate, with each party holding two copies, all of which have the same validity.
| Party A: Xi’an App-Chem Bio (Tech) Co., Ltd. | Party B: Beijing Huahai Keyuan Technology Co., LTD |
|---|---|
| Seal: | Seal: |
| Representative (Signature) : | Representative (Signature) : |
| June<br> 10, 2025 | June<br> 10, 2025 |
Exhibit 99.1
BonAnnounces Breakthrough Order for $16 Million Gut-Health Products
XI’AN, China, July 2, 2025 (PR NEWSWIRE) — Bon Natural Life Limited (Nasdaq: BON) (“BON” or the “Company”), a leading bio-ingredient solutions provider in the natural, health, and personal care industries, today announced a non-exclusive sales distribution agreement with Beijing Huahai Keyuan Technology Co., Ltd., a leading wellness company in China (“Huahai Keyuan”). The term of the agreement is 24 months with a total contract value of up to US$16 million. Pursuant to the agreement, Huahai Keyuan will market, sell and distribute BON’s natural prebiotic series products in the Chinese market.
BON believes their latest natural prebiotic product series marks a significant step forward in gut health, featuring a cutting-edge “Prebiotic + Postbiotic” complex centered on its flagship active ingredient: super prebiotic stachyose. This advanced formulation intends to deliver rapid, robust, and sustained support for gut microbiota, promoting a multi-fold increase in beneficial probiotic populations within a short period while maintaining excellent stability. With its efficacy and market potential, this solution is poised to help redefine the future of gut health**.**
Yongwei Hu , Chairman and CEO of BON, stated “As a global leader in ‘prebiotic + postbiotic’ health solutions, we are thrilled to launch a premium gut health product with robust and sustained bioactive properties, and to establish a distribution partnership with Huahai Keyuan—an organization well-regarded for its strong market presence and commercialization expertise.” Mr. Hu added “Huahai Keyuan brings deep experience in introducing innovative health products to the Chinese market, with a proven track record in market expansion and brand development.”
Mr. Hu further stated, “At BON, we believe this strategic collaboration will accelerate our entry into China’s rapidly growing gut health market and unlock substantial growth opportunities for both parties.”
Additionally, Mr. Hu also stated: “This partnership with Huahai Keyuan marks a transformative step in scaling our integrated gut health solutions. We anticipate strong commercial outcomes that will drive both top-line growth and long-term shareholder value.”