尚高生命科学美股招股说明书(2022-08-16版)

424B5 1 form424b5.htm Filed Pursuant to Rule 424(b)(5)Registration No. 333-250160 Prospectus Supplement(To Prospectus dated June 23, 2021) Up to $1,758,340 of Shares of Common Stock of Shineco, Inc. Shineco, Inc. (the “Company” or “we”) is offering up to $1,758,340 in shares (“Shares”) of our common stock to one investor under a purchase agreement entered into on August 11, 2022 (the “Purchase Agreement”) at a per share purchase price of $0.915. Delivery of the common stock offered hereby and receipt of the gross proceeds from the sale of the Shares is expected to occur on or about August 16, 2022 subject to the satisfaction of certain closing conditions. See “Purchase Agreement” beginning on page S-16 of this prospectus supplement for more information regarding these arrangements. Our common stock is listed on the Nasdaq Capital Market under the symbol “SISI.” On August 11, 2022, the closing price of our common stock was $0.988 per share. The securities offered by this prospectus involve a high degree of risks. Shineco is a holding company incorporated in Delaware. As a holding company with no material operations of its own, Shineco conducts a substantial amount of its operations through the operating entities established in the People’s Republic of China (the “PRC”), primarily the variable interest entities (the “VIEs”) and its operating subsidiaries in China. Shineco does not directly hold any equity ownership of the VIEs. Instead, Shineco controls and receives the economic benefits of the VIEs’ business operations through certain contractual arrangements. The common stock offered in this prospectus is the capital stock of Shineco, the Delaware holding company that maintains series of service agreements with the four operating VIEs, and owns majority equity interest in two operating subsidiaries and all of the equity interest in one operating subsidiary. The contractual arrangements with respect to the VIEs are not equivalent to an equity ownership in the business of the VIEs but are used to replicate foreign investments in China-based companies where Chinese law prohibit or limit direct foreign investment in Chinese companies belonging to certain categories. Any references to control or benefits that accrue to Shineco because of the VIEs are limited to, and subject to conditions we have satisfied for consolidation of the VIEs under U.S. GAAP. The VIEs are consolidated for accounting purposes but none of them is an entity in which Shineco owns equity. Shineco does not conduct any active operations and is the primary beneficiary of the VIEs for accounting purposes. You are not investing in any of Shineco’s subsidiaries or the VIEs and you may never directly hold equity interests in any of Shineco’s Chinese operating companies. In addition, the contractual agreements with each of the four VIEs have not been tested in court in China and this structure involves unique risks to investors. For example, the PRC government could disallow the VIE arrangements, which would likely result in a material change in Shineco’s structure and significant change in the value of the securities Shineco is registering for sale, including that it could cause the value of such securities to significantly decline or become worthless. For a description of the corporate structure and VIE contractual arrangements, see “Corporate Structure” on Page S-7. See also “Risk Factors – Risks Related to our Corporate Structure” on Page S-17. For a description of the risks involved in investing in Shineco’s securities, see “Risk Factors” beginning on page S-17, in addition to risk factors contained in the applicable prospectus supplement. Because of Shineco’s corporate structure, the Company is subject to the risks due to uncertainty of the interpretation and the application of the PRC laws and regulations. As of the date of this prospectus, there is no laws, regulations or other rules that require the China based operating entities to obtain permission or approvals from any Chinese authorities to list or continue listing Shineco or its affiliate’s securities on U.S. stock exchanges, and nor does Shineco have received or was denied such permission. However, there is no guarantee that Shineco will receive or not be denied permission from Chinese authorities to continue listing on U.S. exchanges in the future. Shineco is also subject to the legal and operational risks associated with being based in and having the majority of its operations in China. These risks could result in material changes in operations, or a complete hindrance of Shineco’s ability to offer or continue to offer its sec