尚高生命科学美股招股说明书(2018-01-26版)

424B5 1 tv483127_424b5.htm 424B5 Filed Pursuant to Rule 424(b)(5)Registration No. 333-221711PROSPECTUS SUPPLEMENT(To Prospectus dated December 12, 2017) Common StockPreferred StockDebt SecuritiesWarrantsRightsUnits $15,000,000 Shares of Common Stockplus 200,000 Commitment Shares Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to $15,000,000 shares of our common stock to IFG OPPORTUNITY FUND LLC (“IFG Fund”) under a Common Stock Purchase Agreement entered into on January 23, 2018 (the “Purchase Agreement”). The shares of common stock offered under the Purchase Agreement include (i) 200,000 shares of common stock to be issued to IFG FUND in consideration for entering into the Purchase Agreement (the “Commitment Shares”), and (ii) additional shares of common stock, which we have the right to “put” or sell from time to time to IFG Fund, with an aggregate offering price of up to $15,000,000 (the “Put Shares”). The purchase price for the Put Shares is based upon formulas set forth in the Purchase Agreement depending on the notice we submit to IFG Fund from time to time (the “Purchase Notice”). We may issue Purchase Notices at any time on or after the date of the Purchase Agreement until the date on which IFG FUND has purchased all of the Put Shares or (ii) January 26, 2020 (such period, the “Commitment Period”). The total number of shares of Common Stock that may be issued under the Purchase Agreement, including the Commitment Shares, shall be limited to such number that equals no more than 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof (the “Exchange Cap”). Due to the Exchange Cap and based upon a $2.24 per share price, which was the closing sale price of our common stock on January 24, 2018, the total number of shares of Common Stock that we may issue under the Purchase Agreement would be 4,200,000 including the 200,000 Commitment Shares; such number may change if the closing sale price of our Common Stock changes (See, “Amount of Potential Proceeds to be Received under the Purchase Agreement” in the IFG Fund Transaction section below). Additionally, in no event shall IFG Fund purchase a number of shares that exceeds 10% of the Company’s Common Stock trading volume on the Principal Market (defined below) during normal trading hours on any specified purchase date. This prospectus supplement covers the issuance and resale of the Commitment Shares and the Put Shares to IFG FUND and by or on behalf of IFG FUND. With regard to the Put Shares, IFG FUND is an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), in connection with the resale of the Put Shares. Any broker-dealers or agents that are involved in resales of Put Shares may be deemed “underwriters”. We will not receive any proceeds from the resale of the Put Shares by IFG FUND, though we will receive proceeds from the sale of the Put Shares directly to them pursuant to the Purchase Agreement. Shares of our common stock are currently traded on the NASDAQ Capital Market under the symbol “TYHT”. On January 24, 2018, the closing sale price of our common stock was $2.24 per share. As of January 24, 2018, the aggregate market value of our outstanding common stock held by non-affiliates is approximately $37,961,666, based on 21,034,072 shares of outstanding common stock, of which approximately 16,947,172 are held by non-affiliates, and a per share price of $2.24 based on the closing sale price of our common stock on January 24, 2018. We have not offered any 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. Investing in our securities involves a high degree of risk. You should purchase our securities only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page S-5 of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. UnderwriterIFG OPPORTUNITY FUND LLC The date of this prospectus supplement is January 26, 2018 TABLE OF CONTENTS PageProspectus Supplement About This Prospectus Supplement-i-Cautionary Note Regarding Forward-Looking Statements-ii-Prospectus Supplement SummaryS-1The OfferingS-4Risk FactorsS-5Use of ProceedsS-7DilutionS-7Description of Our Securities We Are OfferingS-7Plan of DistributionS-11Legal MattersS-14ExpertsS-14Incorporation of Certain In