易恒健康美股招股说明书(2021-08-03版)

424B5 1 d90164d424b5.htm 424(B)(5) Table of ContentsFiled Pursuant to Rule 424(b)(5)Registration No. 333-257200 (To Prospectus dated June 21, 2021) 10,000,000 American Depositary Shares Representing 40,000,000 Class A Ordinary Shares ECMOHO Limited This is a public offering of 10,000,000 American depositary shares, or ADSs, each representing four Class A ordinary shares, par value US$0.00001 per share, of ECMOHO Limited. We have granted the underwriter an option to purchase up to 1,281,057 ADSs at the public offering price less the underwriting discounts and commissions. The ADSs are listed on the NASDAQ Global Market under the symbol “MOHO.” The last reported sale price of the ADSs on July 30, 2021 was US$1.44 per ADS. Pursuant to General Instruction I.B.5. of Form F-3, in no event will we sell the securities covered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value of our ordinary shares in any 12-month period so long as the aggregate market value of our outstanding ordinary shares held by non-affiliates remains below US$75,000,000. As of August 2, 2021, the aggregate market value of our outstanding Class A ordinary shares held by non-affiliates, or public float calculated pursuant to General Instruction I.B.5. of Form F-3, was approximately US$30.5 million, which was based on 72,091,963 Class A ordinary shares held by non-affiliates and the per ADS price of US$1.69, which was the closing price of our ADSs on June 3, 2021. During the 12 calendar months prior to and including the date of this prospectus, we have not offered or sold any securities pursuant to General Instruction I.B.5 of Form F-3.Our ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 10 votes on all matters subject to vote at general meetings of our company. Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, or upon a change of ultimate beneficial ownership of any Class B ordinary share to any person or entity who is not an affiliate of such holder, each of such Class B ordinary shares shall be automatically and immediately converted into one Class A ordinary share. Investing in these securities involves risks. See the “Risk Factors” on page S-18 of this prospectus supplement, and those included in the accompanying prospectus and the documents incorporated by reference herein and therein to read about factors you should consider before investing in these securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of the disclosures in this prospectus, including any prospectus supplement and documents incorporated by reference. Any representation to the contrary is a criminal offense. Per ADS Total Public offering price US$0.900 US$9,000,000 Underwriting discounts and commissions(1) US$0.063 US$630,000 Proceeds to us (before expenses) US$0.837 US$8,370,000 (1)For a description of compensation payable to the underwriter, see “Underwriting.” We have granted the underwriter an option for a period ending 45 days after the closing of this offering to purchase up to an additional 1,281,057 ADSs at the public offering price, less the underwriting discount, solely to cover over-allotments, if any. If the underwriter exercises the option in full, the total underwriting discount will be US$710,706.59, and the total proceeds to us, before expenses, will be approximately US$9.4 million. The underwriter expects to deliver the ADSs being offered pursuant to this prospectus supplement and the accompanying prospectus against payment in New York, New York on or about August 5, 2021. Sole Book-Running Manager Aegis Capital Corp. Prospectus Supplement dated August 3, 2021 Table of ContentsTABLE OF CONTENTS PROSPECTUS SUPPLEMENT Page ABOUT THIS PROSPECTUS SUPPLEMENT S-1 PROSPECTUS SUPPLEMENT SUMMARY S-3 THE OFFERING S-10 SUMMARY CONSOLIDATED FINANCIAL DATA S-12 RISK FACTORS S-18 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS S-64 USE OF PROCEEDS S-66 DIVIDEND POLICY S-67 CAPITALIZATION S-68 DILUTION S-69 TAXATION S-70 UNDERWRITING S-77 LEGAL MATTERS S-81 EXPERTS S-82 EXPENSES OF THE OFFERING S-83 WHERE YOU CAN FIND ADDITIONAL INFORMATION S-84 INCORPORATION OF DOCUMENTS BY REFERENCE S-85 PROSPECTUS ABOUT THIS PROSPECTUS 1 INCORPORATION OF DOCUMENTS BY REFERENCE 2 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 3 OUR COMPANY 5 RISK FACTORS 6 USE OF PROCEEDS