美华国际美股招股说明书(2024-01-02版)

MEIHUA INTERNATIONAL MEDICAL TECHNOLOGIES CO., LTD. $6,000,000 of Senior Convertible Notes and2,191,381 Ordinary Shares Issuable upon Conversion of the Senior Convertible Notes This prospectus supplement and the accompanying base prospectus relate to the “best efforts” primaryoffering of $6,000,000 of 7% OID senior convertible notes, due December 31, 2024 (the “RegisteredNotes”), to certain institutional investors (the “Investors”), which are convertible into up to 2,191,381ordinary shares (the “Conversion Shares”), par value $0.0005 per share (the “Ordinary Shares”) of MeihuaInternational Technologies Co., Ltd. (the “Company”), at an assumed conversion price $2.738 per share.The Registered Notes are being issued to the Investors pursuant to a securities purchase agreement, datedDecember 27, 2023, by and between the Company and each of the Investors (the “Securities PurchaseAgreement”). The Conversion Shares are subject to adjustment in accordance with the terms of theRegistered Notes. In a concurrent private placement (the “Private Placement”), we are also selling to the Investors warrants(the “Warrants”) to purchase up to an additional 1,205,255 Ordinary Shares, exercisable at $2.9869 pershare (the “Warrant Shares”). The Warrants and the Warrant Shares are being offering pursuant to anexemption from the registration requirements of the Securities Act of 1933, as amended (the “SecuritiesAct”), provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Theissuance of the Registered Notes and the Warrants together are collectively referred to as the “FirstClosing.” In addition, subject to the conditions set forth in the Securities Purchase Agreement, we also agreed to sellthe Investors, from time to time, up to an additional $44,500,000 in aggregate principal amount of theCompany’s senior convertible notes, issuable at a 7.0% original issue discount (the “Additional Notes,”together with the Registered Notes, collectively referred to as the “Notes”), and accompanying OrdinaryShare purchase warrants (the “Additional Warrants,” together with the Warrants issued in the First Closing,the “Purchase Warrants”) with five-year terms and exercisable for a number of Ordinary Shares equal to50% of the number obtained from dividing each Additional Note’s principal amount by the applicableVWAP (as defined in the Securities Purchase Agreement), subject to adjustment pursuant to the terms ofthe Purchase Warrants and a 4.99% beneficial ownership limitation. Such Additional Notes, the Ordinary Shares issuable from time to time upon conversion of such AdditionalNotes, the Additional Warrants and the Ordinary Shares issuable from time to time upon exercise of theAdditional Warrants, all of which have not yet been sold, are not being registered herein and, if sold, willeither be sold pursuant to an effective registration statement or pursuant to an exemption from registrationunder the Securities Act. The Registered Notes are convertible at the lower of (i) $2.738 per share (or 110% of the VWAP of theOrdinary Shares on December 27, 2023) or (ii) a price per share equal to 95% of the lowest VWAP of the Ordinary Shares during the seven trading day period immediately preceding the applicable conversion date,subject to certain adjustments and a 4.99% beneficial ownership limitation. The Registered Notes do notbear interest except upon the occurrence of an event of default thereunder, mature 364-day days after theirissuance, and must be redeemed by the Company at a premium in the event of (i) a Subsequent Financing(as defined in the Securities Purchase Agreement), (ii) a Change of Control (as defined in the SecuritiesPurchase Agreement) and (iii) certain equity conditions listed therein. We may redeem the Registered Notes at a premium in the event that we deem it in our best interest to doso, such as if we believe an event of default under the Registered Notes is imminent. The Registered Notescontain certain other covenants and events of default customary for similar transactions. We may amend or supplement this prospectus supplement from time to time by filing amendments orsupplements as required. You should read the entire base prospectus and prospectus supplement and anyamendments or supplements carefully before you make your investment decision. We have utilized the home country rule exemption in relation to the placement and elected to be exemptfrom the Nasdaq Marketplace Rule 5635(d), and notified Nasdaq of our decision to exercise suchexemption. Please see “Implications of Being a Foreign Private Issuer” in this prospectus supplement. We do not intend to apply to list the Registered Notes on any securities exchange or to arrange for theirquotation on any automated dealer quotation system. Our Ordinary Shares are listed on the Nasdaq, underthe symbol “MHUA.” On December 27, 2023, the closing sale price of our Ordinary Shares was $2.71 pershare. The aggregate market value of our outs