九洲大药房美股招股说明书(2015-07-21版)

424B5 1 f424b5072115_chinajojo.htm PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5)(To Prospectus dated August 29, 2014)File No. 333-198001 CHINA JO-JO DRUGSTORES, INC. 1,200,000 Shares of Common Stock andWarrants to purchase up to 600,000 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering directly to select accredited investors 1,200,000 shares of our common stock (the “Shares”) together with warrants to purchase up to an aggregate of 600,000 shares of common stock at an exercise price of $3.10 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-year period following the date on which they are initially exercisable. In connection with this offering, we will also issue, as additional compensation, to H.C. Wainwright & Co., LLC, our exclusive placement agent, placement agent warrants to purchase up to 6% of the Shares placed in this offering, which warrants shall have substantially the same terms as the Warrants and are also being offered pursuant to this prospectus supplement (the “Placement Agent Warrants”). The Shares and the Warrants will be sold together as a unit consisting of one Share and a Warrant (to purchase 0.5 shares of our common stock for each Share included in the unit). The purchase price per unit will be $2.50. The Shares and the Warrants will be issued separately but can only be purchased together in this offering. The shares of common stock issuable from time to time pursuant to the exercise of the Warrants and the Placement Agent Warrants are also being offered pursuant to this prospectus supplement and the accompanying prospectus. 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 July 17, 2015 was $3.09 per share. There is no established public trading market for the Warrants and we do not expect a market to develop. In addition, we do not intend to apply for listing of the Warrants on any national securities exchange. As of July 17, 2015, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $25,402,958 based on 15,650,504 shares of outstanding common stock, of which 7,429,482 shares were held by affiliates as of such date, and a price of $3.09 per share, which was the last reported sale price of our common stock as quoted on the NASDAQ Capital Market on July 17, 2015. 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, and includes, the date of this prospectus supplement. Per Unit Total Public offering price $2.50 $3,000,000 Placement agent fees $0.15 $180,000 Proceeds, before other expenses, to us (1) $2.35 $2,820,000 (1) We also have agreed to pay H. C. Wainwright & Co., Inc. a $50,000 non-accountable expense allowance. We have retained H.C. Wainwright & Co., LLC to act as exclusive placement agent in connection with this offering. 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-10 of this prospectus supplement for more information regarding these arrangements. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page S-6 of this prospectus supplement and in the documents that we incorporate by reference in this prospectus supplement and the accompanying prospectus. You should carefully consider these risk factors, as well as the information contained in this prospectus supplement and the accompanying prospectus, before you invest. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. We estimate the total expenses of this offering, excluding the placement agency fees and expenses, will be approximately $65,000. 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 specific number or dollar amount of the securities offered