尚高生命科学美股招股说明书(2024-07-11版)

PRELIMINARY PROSPECTUS SUPPLEMENT(To the Prospectus Dated June 10, 2022) Shineco, Inc. SHARES OF COMMON STOCK AND PRE-FUNDED WARRANTS TO PURCHASE SHARES OFCOMMON STOCK Pursuant to this prospectus supplement and the accompanying prospectus, Shineco, Inc., a Delawarecorporation (“Shineco”), is offeringshares of common stock, par value $0.001 per share. Each share ofcommon stock is being sold at a price of $. Shineco is also offeringpre-funded warrants (each a “Pre-funded Warrant”) to purchase up toshares of common stock, exercisable at an exercise price of $0.001 pershare, to those purchasers whose purchase of shares in this offering would otherwise result in the purchaser, togetherwith its affiliates and certain related parties, beneficially owning more than 4.99% or 9.99% of Shineco’soutstanding shares of common stock immediately following the consummation of this offering. The purchase priceof each Pre-funded Warrant is $ , which equals the price per share being sold to the public in this offering, minus$0.001. The Pre-funded Warrants will be immediately exercisable upon issuance until exercised in full. We are alsooffering the shares of common stock that are issuable from time to time upon exercise of the Pre-funded Warrants. Shineco’s common stock is listed on the Nasdaq Capital Market (the “Nasdaq”) and traded under thesymbol “SISI.” There is no established trading market for the Pre-funded Warrants and we do not intend to apply forlisting of the pre-funded warrants on any national securities exchange or any other nationally recognized tradingsystem. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited. On July 10,2024, the closing price of Shineco’s common stock was $2.49 per share. As of July 10, 2024, the aggregate marketvalue of Shineco’s outstanding common stock held by non-affiliates is approximately $35.66 million, based on9,373,165 total shares of outstanding common stock as of July 10, 2024, of which 7,907,311 shares are held by non-affiliates and a per share price of $4.51 which is the closing price on July 9, 2024. Pursuant to General InstructionI.B.6 of Form S-3, in no event will Shineco sell securities registered on the registration statement of which thisprospectus supplement is a part with a value of more than one-third of the aggregate market value of Shineco’scommon stock held by non-affiliates in any 12-month period, so long as the aggregate market value of Shineco’scommon stock held by non-affiliates is less than $75,000,000. Shineco has offered shares of common stock with anaggregate value of $1,440,000 pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar monthperiod that ends on and includes the date of this prospectus supplement. Instead of a Chinese operating company, Shineco is a holding company incorporated in the State ofDelaware. You will be purchasing the shares of common stock of Shineco, the domestic holding company withoffshore subsidiaries pursuant to this prospectus supplement. You are not directly investing in any of the subsidiariesof Shineco. Unless the context requires otherwise, references to the “Company,” “we,” “our,” and “us,” refer toShineco, Inc. and its subsidiaries, and when describing the financial results of Shineco for the fiscal years endedJune 30, 2023 and 2022 and the nine months ended March 31, 2024 and 2023, also includes its former variableinterest entities (the “former VIEs”) and their operating subsidiaries in People’s Republic of China (the “PRC” or“China”), and references to “Shineco” refers to Shineco, Inc., our Nevada holding company. Shineco terminated theVIE structure in September 2023 and currently only conducts its business operations through subsidiaries in China. The securities offered by this prospectus supplement involve high degree of risks. Shineco is a holdingcompany incorporated in the State of Delaware. As a holding company with no operations of its own, Shinecoconducts its operations through operating subsidiaries in China. The shares of common stock offered in thisprospectus supplement is the capital stock of Shineco, the Delaware holding company that indirectly holds equityinterests in its subsidiaries. Prior to September 2023, Shineco operated its business in China in reliance upon itsformer VIEs. The VIE structure was used to replicate foreign investment in Chinese-based companies whereChinese law prohibits or restricts direct foreign investment in the operating companies. During the period when theVIE structure was in place, Shineco did not directly hold any equity ownership of the VIEs. Instead, Shinecoreceived the economic benefits of the former VIEs’ business operations through certain contractual arrangements.Shineco evaluated the guidance in Financial Accounting Standards Board (“FASB”) ASC 810 and concluded thatShineco was the primarily beneficiary of the former VIEs and the former VIEs’ subsidiaries because of thesecontractual arrangements during th