九洲大药房美股招股说明书(2020-06-02版)

424B5 1 ea122587-424b5_chinajojo.htm PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5) (To Prospectus dated April 10, 2019) File No. 333-230686 CHINA JO-JO DRUGSTORES, INC. 5,000,004 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering directly to several institutional investors 5,000,004 shares of our common stock (the “Shares”) at a purchase price of $2.00 per Share. In a concurrent private placement, we are also offering to the same investors warrants to purchase up to an aggregate of 3,750,003 shares of common stock at an exercise price of $2.60 per share (the “Warrants”). The Warrants are initially exercisable six months following the date of issuance and are exercisable by the holders at any time during the five and one-half-year period following the issuance date. We will also issue in a concurrent private placement, as additional compensation, to H.C. Wainwright & Co., LLC, our exclusive placement agent (or its designees), unregistered placement agent warrants to purchase up to 6.0% of the Shares placed in this offering, or 300,000 Shares, which warrants shall have substantially the same terms as the Warrants (the “Placement Agent Warrants”) with certain exceptions, including but not limited to that the exercise price of the Placement Agent Warrants is $2.57 and the term of the Placement Agent Warrants is five years from the effective date of the offering. The Warrants, Placement Agent Warrants and the shares of common stock issuable upon the exercise of the Warrants and the Placement Agent Warrants are not being registered under the Securities Act of 1933, as amended, or the Securities Act, pursuant to the registration statement of which this prospectus supplement and the accompanying prospectus form a part and are not being offered pursuant to this prospectus supplement and the accompanying prospectus. Instead, they are being offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D. Our common stock trades on the Nasdaq Capital Market under the symbol “CJJD.” The last reported sale price of our common stock on the Nasdaq Capital Market on May 29, 2020 was $2.57 per share. As of May 29, 2020, the aggregate market value of our outstanding common stock held by non-affiliates was $47,964,691.28 based on 32,936,786 shares of outstanding common stock, of which 18,663,304 shares were held by non-affiliates as of such date, and a price of $2.57 per share, which was the last reported sale price of our common stock as reported by the Nasdaq Capital Market on May 29, 2020. We have not offered securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on the date of this prospectus supplement. Per Share Total Offering price $2.00 $10,000,008.00 Placement agent fees $0.13 $650,000.52 Proceeds, before other expenses, to us (1) $1.87 $9,350,007.48 (1)We also have agreed to pay H.C. Wainwright & Co., LLC, or the placement agent, a $50,000 non-accountable expense allowance and closing fees of $12,900. In addition, we have agreed to issue to the placement agent the Placement Agent Warrants. See “Plan of Distribution” on page S-8 of this prospectus supplement for more information regarding the placement agent’s compensation. We have retained H.C. Wainwright & Co., LLC to act as our exclusive placement agent in connection with this offering. The placement agent has agreed to use its reasonable best efforts to sell the securities offered by this prospectus supplement and the accompanying prospectus. The placement agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of securities. See “Plan of Distribution” beginning on page S-8 of this prospectus supplement for more information regarding these arrangements. Because there is no minimum offering amount required in this offering, the actual offering amount, the placement agent fees and the net proceeds to us, if any, in this offering may be substantially less than the total offering amounts set forth above. We are not required to sell any minimum number or dollar amount of the shares of common stock offered in this offering, but the placement agent will use its reasonable best efforts to arrange for the sale of all of the shares of common stock offered. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page S-4 of this prospectus supplement and in the documents that we incorporate by