424B5 1 ea185810-424b5_chinajojo.htm PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5) (To Prospectus dated December 19, 2022) File No. 333-259692 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 to several investors 9,960,000 Ordinary Shares, par value $0.012 (the “Ordinary Shares”) at a purchase price of $0.26 per share, and warrants to purchase up to an aggregate of 19,920,000 Ordinary Shares at an exercise price of $0.26 per share (the “Warrants”). The Warrants are exercisable immediately following the date of issuance and are exercisable by the holders at any time during the three-year period following the date on which they are initially issued. We have not retained a broker, dealer, underwriter or placement agent 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 reported sale price of our Ordinary Shares on the Nasdaq Capital Market on September 25, 2023 was $0.25 per share. As of September 25, 2023, the aggregate market value of our outstanding Ordinary Shares held by non-affiliates was approximately $99,718,062 based on 23,697,210 outstanding Ordinary Shares, of which 2,791,956 shares were held by affiliates as of such date, and a price of $4.77 per share, which was the last reported 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 Exchange Commission, when a registrant reassesses Form S-3 (or Form F-3 in our case) eligibility in connection with a Section 10(a)(3) update, for purposes of computing the "float" under General Instruction I.B.1, the registrant can use any day during the 60-day "look back" period from the filing date of the Form 10-K (or Form 20-F in our case) in determining the number of shares held by non-affiliates. Accordingly, we are not subject to the limitations set forth in General Instruction I.B.5 of Form F-3. Per Share Total Offering price $0.26 $2,589,600 We are a holding company incorporated in the Cayman Islands and are not a Chinese operating company. As a holding company with no material operations of our own, we conduct a substantial majority of our operations through our PRC subsidiaries, the variable interest entities, or VIEs, and subsidiaries of VIEs in the People’s Republic of China. We do not have any equity ownership of the VIEs, instead, we receive the economic benefits of the VIEs, are the primary beneficiary for accounting purposes, and consolidate VIEs’ financial statements through the VIE Agreements to the extent we have satisfied the conditions for consolidation of the VIEs under U.S. GAAP. We, through contractual agreements, establish the VIE structure to provide exposure to foreign investment in such Chinese-based companies where Chinese law prohibits direct foreign investment in the operating companies, and that investors may never directly 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 to risks and uncertainties of the interpretations and applications of PRC laws and regulations, including but not limited to, limitations on foreign ownership of Internet companies, regulatory review of overseas listing of PRC companies through special purpose vehicles, and the validity and enforcement of the contractual arrangements among WFOEs, the VIEs and their shareholders. We are also subject to the risks and uncertainties about any future actions of the PRC government in this regard that could disallow the VIE structure, which would likely result in a material change in our operations, and the value of our Ordinary Shares may depreciate significantly. Additionally, we are subject to certain legal and operational risks associated with the VIEs’ operations in China, the risk being discussed could result in the value of our securities to significantly decline or be worthless. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these risks may result in a material change in the VIEs’ operations, significant depreciation of the value of our Ordinary Shares, or a complete hindrance of our ability to offer or continue to o