天美生物美股招股说明书(2023-03-31版)

424B5 1 form424b5.htm Filed Pursuant to Rule 424(b)(5)Registration No. 333-267116 Prospectus Supplement(to Prospectus Dated November 22, 2022) $3,000,000 worth of Ordinary Shares and Warrants Bon Natural Life Limited Pursuant to this prospectus supplement and the accompanying prospectus, Bon Natural Life Limited is offering directly to the public up to $3,000,000 worth of ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”) in three (3) tranches at the subscription price as defined below. Ordinary shares issued in the first tranche will be issued on the first trading day that occurs after 15 calendar days from the filing date of the Company’s Listing of Additional Shares Notification Form with Nasdaq. The second tranche of Ordinary Shares will be issued on the 11th trading day from the closing date of the first tranche. Ordinary shares issued in the third tranche will be issued on the 11th trading day from the closing date of the second tranche. The Ordinary Shares will be priced at the lower of (a) $1.00 per share or (b) 80% of the market closing price for the Company’s Ordinary Shares as reported by the Nasdaq Capital Market on the trading day immediately preceding the closing date for the initial tranche. The subscription price for the first closing date shall remain fixed and will be the subscription price for all the remaining closing dates thereafter. Together with each Ordinary Share subscribed for, we will issue one (1) warrant to purchase one (1) Ordinary Share at an exercise price equal to 120% of the subscription price, exercisable for a period of thirty-six (36) months following the closing date. We currently expect the initial public offering price will be $1.00 per share and warrants exercisable at $1.20 per share, resulting in 3,000,000 Ordinary Shares and 2,500,000 Ordinary Shares issuable upon exercise of warrants. For a more detailed description of the Ordinary Shares and warrants offered hereby, see the sections entitled “Description of Share Capital and Warrants” beginning on page S-47 and “Description of Share Capital” starting on page S-47 of the accompanying prospectus. There is no established public trading market for the warrants, and we do not expect a market to develop. We do not intend to apply to list the warrants on any securities exchange. Our Ordinary Shares are listed on the Nasdaq Capital Market, or “Nasdaq,” under the symbol “BON.” On March 28, 2023, the last reported sale price of our Ordinary Shares on Nasdaq was $1.48 per share. The aggregate market value of our outstanding Ordinary Shares held by non-affiliates, or public float, as of March 28, 2023, was approximately $10,728,114 which was calculated based on Ordinary Shares held by non-affiliates and the price of $1.48 per share, which was the closing price of our Ordinary Shares on Nasdaq on March 28, 2023. Investing in our Ordinary Shares involves a high degree of risk. Before making an investment decision, please read the information under the heading “Risk Factors” beginning on page S-18 of this prospectus supplement and risk factors set forth in our most recent annual report on Form 20-F, in other reports incorporated herein by reference, and in an applicable prospectus supplement under the heading “Risk Factors.” Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the issuance 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. Investors in our Ordinary Shares are not purchasing equity securities in our subsidiaries that have substantive business operations in China but instead are purchasing equity securities of a Cayman Islands holding company, Bon Natural Life Limited. We are a Cayman Islands holding company that conducts all of our operations and operates our business in China through our PRC subsidiaries. Such structure involves unique risks to investors in our ordinary shares. References in this Prospectus to “Bon Natural Life,” “the Company,” “we,” “us,” “our company” or “our” are to Bon Natural Life Limited a Cayman Islands corporation, together with its subsidiaries collectively. Please see “Commonly Defined Terms” for naming conventions regarding our subsidiary companies. Although we control our PRC operating subsidiaries through our Hong Kong and PRC subsidiaries, investors in this offering may never hold equity interests directly in our operating entities. In addition, Bon Natural Life