九洲大药房美股招股说明书(2023-09-26版)

Filed pursuant to Rule 424(b)(5)File No. 333-259692 (To Prospectus dated December 19, 2022) CHINA JO-JO DRUGSTORES, INC. 9,960,000 Shares of Ordinary SharesWarrants to Purchase up to 19,920,000 Ordinary Shares19,920,000 Ordinary Shares Issuable upon Exercise of the Warrants Pursuant to this prospectus supplement and the accompanying prospectus, we are offering directly toseveral investors 9,960,000 Ordinary Shares, par value $0.012 (the “Ordinary Shares”) at a purchase priceof $0.26 per share, and warrants to purchase up to an aggregate of 19,920,000 Ordinary Shares at anexercise price of $0.26 per share (the “Warrants”). The Warrants are exercisable immediately following thedate of issuance and are exercisable by the holders at any time during the three-year period following thedate on which they are initially issued. We have not retained a broker, dealer, underwriter or placementagent with respect to this offering and therefore are not paying any underwriting discounts or commissions. Our Ordinary Shares trades on the Nasdaq Capital Market under the symbol “CJJD.” The last reportedsale price of our Ordinary Shares on the Nasdaq Capital Market on September 25, 2023 was $0.25 pershare. As of September 25, 2023, the aggregate market value of our outstanding Ordinary Shares held bynon-affiliates was approximately $99,718,062 based on 23,697,210 outstanding Ordinary Shares, of which2,791,956 shares were held by affiliates as of such date, and a price of $4.77 per share, which was the lastreported sale price of our Ordinary Shares as reported by the Nasdaq Capital Market on April 17, 2023.According to 116.07 of the Compliance and Disclosure Interpretation by the Securities and ExchangeCommission, when a registrant reassesses Form S-3 (or Form F-3 in our case) eligibility in connection witha Section 10(a)(3) update, for purposes of computing the "float" under General Instruction I.B.1, theregistrant can use any day during the 60-day "look back" period from the filing date of the Form 10-K (orForm 20-F in our case) in determining the number of shares held by non-affiliates. Accordingly, we are notsubject to the limitations set forth in General Instruction I.B.5 of Form F-3. Offering price We are a holding company incorporated in the Cayman Islands and are not a Chinese operatingcompany. As a holding company with no material operations of our own, we conduct a substantial majorityof our operations through our PRC subsidiaries, the variable interest entities, or VIEs, and subsidiaries ofVIEs in the People’s Republic of China. We do not have any equity ownership of the VIEs, instead, wereceive the economic benefits of the VIEs, are the primary beneficiary for accounting purposes, andconsolidate VIEs’ financial statements through the VIE Agreements to the extent we have satisfied theconditions for consolidation of the VIEs under U.S. GAAP. We, through contractual agreements, establishthe VIE structure to provide exposure to foreign investment in such Chinese-based companies whereChinese law prohibits direct foreign investment in the operating companies, and that investors may neverdirectly hold equity interests in the Chinese operating entities. Because we do not directly hold equity interests in the VIEs and their subsidiaries, we are subject torisks and uncertainties of the interpretations and applications of PRC laws and regulations, including butnot limited to, limitations on foreign ownership of Internet companies, regulatory review of overseas listingof PRC companies through special purpose vehicles, and the validity and enforcement of the contractualarrangements among WFOEs, the VIEs and their shareholders. We are also subject to the risks anduncertainties about any future actions of the PRC government in this regard that could disallow the VIEstructure, which would likely result in a material change in our operations, and the value of our OrdinaryShares may depreciate significantly. Additionally, we are subject to certain legal and operational risks associated with the VIEs’ operationsin China, the risk being discussed could result in the value of our securities to significantly decline or beworthless. PRC laws and regulations governing our current business operations are sometimes vague anduncertain, and therefore, these risks may result in a material change in the VIEs’ operations, significantdepreciation of the value of our Ordinary Shares, or a complete hindrance of our ability to offer or continueto offer our securities to investors. Rules and regulations in China can change quickly with little advancenotice. Recently, the PRC government initiated a series of regulatory actions and statements to regulatebusiness operations in China, including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using variable interest entity structure,adopting new measures to extend the scope of cybersecurity reviews, and expanding the eff