Securities Registration: Employee Benefit Plan (s-8)
November 24 2020 - 4:39PM
Edgar (US Regulatory)
Registration
No.: 333-______
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CHINA
JO-JO DRUGSTORES, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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98-0557852
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(State or Other Jurisdiction
of
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(I.R.S. Employer
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Incorporation or
Organization)
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Identification No.)
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Hai Wai Hai Tongxin
Mansion Floor 6 Gong Shu District,
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Hangzhou
City, Zhejiang Province,
People’s
Republic of China
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310008
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(Address of Principal
Executive Offices)
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(Zip Code)
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Amended
and Restated 2010 Equity Incentive Plan
(Full
Title of the Plan)
Mr.
Lei Liu
Chief
Executive Officer
Hai
Wai Hai Tongxin Mansion Floor 6 Gong Shu District,
Hangzhou
City, Zhejiang Province,
People’s
Republic of China 310008
(Name
and Address of Agent for Service)
+86-571-88219579
(Telephone
Number, Including Area Code, of Agent for Service)
Copy
To:
Elizabeth
Fei Chen, Esq.
Pryor
Cashman LLP
7
Times Square
New
York, New York 10036
(212)
326-0199
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging Growth Company
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☐
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to section 7(a)(2)(B) of the Securities Act:
☐
CALCULATION
OF REGISTRATION FEE
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Proposed
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Proposed
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Maximum
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Maximum
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Offering
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Aggregate
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Title of Each
Class of
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Amount to
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Price
Per
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Offering
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Amount
of
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Securities
to be Registered
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be
Registered(1)
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Share(3)
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Price(4)
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Registration Fee
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Common Stock, $.001 par value
per share
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2,500,000(2)
shares
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$
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0.99
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$
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2,475,000
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$
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270.02
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Common Stock, $.001 par value per share
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2,500,000(3)
shares
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$
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0.99
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$
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2,475,000
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$
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270.02
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(1)
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We have
previously registered a total of 9,696,468 shares of Common Stock for issuance under our 2010 Equity Incentive Plan, dated
as of September 21, 2010, as amended, pursuant to Form S-8 Registration Statements Nos. 333-208212, 333-171849 and 333-217424.
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(2)
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Includes
2,500,000 additional shares of Common Stock issuable under our 2010 Equity Incentive Plan, dated as of September 21, 2010,
as amended and restated on March 5, 2020 (the “Plan”). The 2,500,000 shares increased under the Plan were approved
by our shareholders at our annual shareholders meeting on March 26, 2018. Pursuant to Rule 416 of the Securities Act of 1933,
the number of shares of Common Stock registered hereunder will be adjusted in the event of stock splits, stock dividends or
similar transactions.
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(3)
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Includes 2,500,000 additional shares of Common Stock issuable under our Plan. The 2,500,000 shares increased under the Plan were approved by our shareholders at our annual shareholders meeting on October 27, 2020. Pursuant to Rule 416 of the Securities Act of 1933, the number of shares of Common Stock registered hereunder will be adjusted in the event of stock splits, stock dividends or similar transactions.
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(4)
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Estimated solely
for the purpose of calculating the registration fee and computed in accordance with Rules 457(c) and 457(h) of the Securities
Act of 1933, as amended, upon the basis of the average of the high and low prices per share of the Registrant’s common
stock as reported on the NASDAQ Capital Market on November 17, 2020, a date within five business days prior to the filing
of this Registration Statement.
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EXPLANATORY
NOTE
Pursuant
to General Instruction E of Form S-8, this registration statement (this “Registration Statement”) has been prepared
by China Jo-Jo Drugstores, Inc. (the “Company,” or the “Registrant”) in accordance with the requirements
of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), solely to register: (i) an additional
2,500,000 shares of our common stock, par value $.001 per share (“Common Stock”), issuable under our 2010 Equity Incentive
Plan, dated as of September 21, 2010, as amended and restated on March 5, 2020 (the “Plan”), which increase in shares
was approved by our shareholders at our annual shareholders meeting on March 26, 2018; (ii) an additional 2,500,000 shares of
Common Stock issuable under the Plan. The 2,500,000 shares increased under the Plan were approved by our shareholders at our annual
shareholders meeting on October 27, 2020 and (iii) to incorporate by reference the Plan with the added 10-year term which sets
the Plan to expire on January 14, 2030 unless terminated earlier by the Board, except with respect to Awards then outstanding.
PART I
Item
1. Plan Information.
The
documents containing the information specified in Item 1 will be sent or given to eligible participants in the Plan as specified
by Rule 428(b)(1) of the Securities Act. Such documents are not required to be and are not filed with the Securities and Exchange
Commission (the “SEC”) either as part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this registration statement
pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
Item
2. Registrant Information and Employee Plan Annual Information.
Upon
written or oral request, a copy of any of the documents incorporated by reference in Item 3 of Part II of this registration statement
(which documents are incorporated by reference in this Section 10(a) Prospectus) or other documents required to be delivered to
eligible participants pursuant to Rule 428(b) are available without charge by contacting:
China
Jo-Jo Drugstores, Inc.
Attention:
Ming Zhao, Chief Financial Officer
Hai
Wai Hai Tongxin Mansion Floor 6
Gongshu
District, Hangzhou, Zhejiang Province
People’s
Republic of China
frank.zhao@jojodrugstores.com
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents, and all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and shall be deemed to be
a part hereof from the date of the filing of such documents:
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1)
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our
Annual Report on Form 10-K for the year ended March 31, 2020, filed with the SEC on July
10, 2020;
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2)
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our
Quarterly Reports on Form 10-Q for the quarters ended June 30, 2020 and September 30, 2020, filed with the SEC on August 14, 2020 and November 13, 2020, respectively;
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4)
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our
definitive proxy statement on Schedule 14A filed with the SEC on September 14, 2020;
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5)
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the
description of our common stock contained in the registration statement on Form 8-A,
dated April 21, 2010, File No. 001-34711, and any other amendment or report filed for
the purpose of updating such description; and
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6)
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all
other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the report referred to in (2) above.
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You
may contact the Registrant in writing or orally to request copies of the above-referenced filings, without charge (excluding exhibits
to such documents unless exhibits are specifically incorporated by reference into the information incorporated into this Registration
Statement). Requests for such information should be addressed to:
China
Jo-Jo Drugstores, Inc.
Attention:
Ming Zhao, Chief Financial Officer
Hai
Wai Hai Tongxin Mansion Floor 6
Gongshu
District, Hangzhou, Zhejiang Province
People’s
Republic of China
frank.zhao@jojodrugstores.com
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
The
only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer
of the Company is insured or indemnified in any manner against any liability which he or she may incur in his or her capacity
as such, is as follows:
(a)
Subsection 1 of Section 78.7502 of the Nevada Corporation Law empowers a corporation to “indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by
him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation,
and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.”
Subsection
2 of Section 78.7502 empowers a corporation to “indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably
incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any
claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the
extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application
that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.”
Subsection
3 of Section 78.7502 further provides that “to the extent that a director, officer, employee or agent of a corporation has
been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or
in defense of any claim, issue or matter herein, he must be indemnified by the corporation against expenses, including attorneys’
fees, actually and reasonably incurred by him in connection with the defense.”
(b)
The Articles of Incorporation of the Company generally allows indemnification of officers and directors to the fullest extent
allowed by law.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing, the Registrant has been informed that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant hereby certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Hangzhou, Zhejiang Province, People’s Republic of China
on November 24, 2020.
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CHINA JO-JO DRUGSTORES, INC.
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By:
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/s/
Lei Liu
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Name: Lei Liu
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Title: Chief Executive Officer
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POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, the undersigned hereby constitute and appoint Lei Liu and Ming Zhao, or either of them, his true and
lawful attorney-in-facts and agent, each with full power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) or supplements to this
Registration Statement, or any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Commission, granting
unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/
Lei Liu
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Chief Executive Officer
and Director
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November 24, 2020
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Lei Liu
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(Principal Executive
Officer)
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/s/
Ming Zhao
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Chief Financial Officer
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November 24, 2020
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Ming Zhao
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(Principal Financial
Officer and Principal Accounting Officer)
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*
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Li Qi
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Director
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November 24, 2020
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*
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Caroline Wang
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Director
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November 24, 2020
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*
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Jiangliang He
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Director
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November 24, 2020
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*
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Genghua Gu
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Director
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November 24, 2020
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*
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Pingfan Wu
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Director
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November 24, 2020
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*By:
/s/ Lei Liu
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Lei
Liu
Attorney-in-fact
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*By:
/s/ Ming Zhao
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Ming
Zhao
Attorney-in-fact
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