Securities Registration: Employee Benefit Plan (s-8)
April 21 2017 - 5:04PM
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)
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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1st
Floor, Yuzheng Plaza, No. 76,
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Yuhuangshan
Road Hangzhou, Zhejiang Province
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People’s
Republic of China
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310002
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(Address
of Principal Executive Offices)
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(Zip
Code)
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2010
Equity Incentive Plan
(Full
Title of the Plan)
Mr.
Lei Liu
Chief
Executive Officer
1st
Floor, Yuzheng Plaza, No. 76,
Yuhuangshan
Road Hangzhou, Zhejiang Province
People’s
Republic of China 310002
(Name
and Address of Agent for Service)
+86
(571) 88077078
(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)
421-4100
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large
accelerated filer
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☐
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Accelerated
filer ☐
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Non-accelerated
filer
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☐
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Smaller
reporting company ☒
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Emerging growth company ☐
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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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Amount of
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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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Registration
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Securities to be Registered
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be Registered
(1)
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Share
(4)
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Price
(4)
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Fee
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Common Stock, $.001 par value per share
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2,850,000
(2)
Shares
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$
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1.75
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$
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4,987,500
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$
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578.05
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Common Stock, $.001 par value per share
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2,521,468
(3)
Shares
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$
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1.75
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$
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4,412,569
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$
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511.42
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Total
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5,371,468 Shares
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$
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9,400,069
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$
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1,089.47
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(1)
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We
previously registered a total of 4,325,000 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 and 333-171849.
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(2)
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Includes
2,850,000 additional shares of Common Stock issuable under our 2010 Equity Incentive Plan, dated as of September 21, 2010,
as amended, which increase in shares was approved by our shareholders at our annual shareholders meeting on March 23, 2016.
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
2,521,468 additional shares of Common Stock issuable under our 2010 Equity Incentive Plan, dated as of September 21, 2010,
as amended, which increase in shares was approved by our shareholders at our annual shareholders meeting on March 29, 2017.
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 April 19, 2017, 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. (“we,” “us” or “our”) 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
2,850,000 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, which increase in shares was approved by our shareholders at our annual shareholders
meeting on March 23, 2016; and (ii) an additional 2,521,468 shares of our Common Stock, issuable under our 2010 Equity Incentive
Plan, dated as of September 21, 2010, as amended, which increase in shares was approved by our shareholders at our annual shareholders
meeting on March 29, 2017.
Pursuant
to Instruction E of Form S-8, the contents of our Form S-8 Registration Statements Nos. 333-208212 and 333-171849 are hereby incorporated
by reference and made a part of this Registration Statement.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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 this 21st day of April, 2017.
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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.
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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April
21, 2017
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Lei
Liu
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/s/
Ming Zhao
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Chief
Financial Officer
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April
21, 2017
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Ming
Zhao
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/s/
Li Qi
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Secretary
and Director
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April
21, 2017
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Li
Qi
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/s/
Caroline Wang
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Director
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April
21, 2017
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Caroline
Wang
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/s/
Taihong Guo
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Director
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April
21, 2017
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Taihong
Guo
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/s/
Genghua Gu
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Director
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April
21, 2017
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Genghua
Gu
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EXHIBIT
INDEX
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