As filed with the Securities
and Exchange Commission on April 2, 2019
Registration
No. 333-_______
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
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
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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Hai
Wai Hai Tongxin Mansion Floor 6
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Gong
Shu District, Hangzhou City
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People’s
Republic of China 310008
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(86
- 571) 88077078
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(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
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Lei
Liu, Chief Executive Officer
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China
Jo-Jo Drugstores, Inc.
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Hai
Wai Hai Tongxin Mansion Floor 6
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Gong
Shu District, Hangzhou City
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People’s
Republic of China 310008
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(86 - 571) 88077078
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(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
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Copies
to:
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Elizabeth
F. Chen, Esq.
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Pryor
Cashman LLP
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7
Times Square
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New
York, New York 10036
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(212)
326 0199
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If
the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. ☒
If
this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If
this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to rule 413(b) under the Securities Act, check the following
box. ☐
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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated
filer ☐
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Accelerated
filer ☐
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Non-accelerated filer
☐
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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 Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title
of Each Class of Securities
To Be Registered
(1)
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Amount
To Be
Registered
(1)
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Proposed
Maximum
Offering Price
Per Share
(2)
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Proposed
Maximum
Aggregate
Offering Price
(2)
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Amount
Of
Registration Fee
(3)
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Common Stock, par value $0.001 per share
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Preferred Stock, par value $0.001 per share
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Debt Securities
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Warrants
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Rights
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Units
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TOTAL
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$
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60,000,000
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N/A
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$
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60,000,000
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$
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7,272.00
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(1)
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There
are being registered under this Registration Statement such indeterminate number of shares of common stock and preferred stock,
such indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase common stock, preferred
stock and/or debt securities, such indeterminate number of rights to purchase common stock or preferred stock and such indeterminate
number of units as may be sold by the Registrant from time to time, which together shall have an aggregate initial offering
price not to exceed $60,000,000. If the Registrant issues any debt securities at an original issue discount, then the offering
price of such debt securities shall be in such greater principal amount at maturity as shall result in an aggregate offering
price not to exceed $60,000,000, less the aggregate dollar amount of all securities previously issued hereunder. The Registrant
may sell any securities it is registering under this Registration Statement separately or as units with the other securities
it is registering under this Registration Statement. The Registrant will determine, from time to time, the proposed maximum
offering price per unit in connection with its issuance of the securities it is registering under this Registration Statement.
The securities it is registering under this Registration Statement also include such indeterminate number of shares of common
stock and preferred stock and such indeterminate principal amount of debt securities as the Registrant may issue upon conversion
of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or
rights or pursuant to the anti-dilution provisions of any of such securities. In addition, pursuant to Rule 416 under the
Securities Act of 1933 (the “Securities Act”), the shares the Registrant is registering under this Registration
Statement include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect
to the shares the Registrant is registering as a result of stock splits, stock dividends or similar transactions.
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(2)
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The
Registrant will determine the proposed maximum aggregate offering price per class of security from time to time in connection
with its issuance of the securities the Registrant is registering under this Registration Statement and the Registrant is
not specifying such price as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities
Act.
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(3)
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Calculated
pursuant to Rule 457(o) under the Securities Act. Pursuant to Rule 457(p) under the Securities Act, the registration fee of
$7,272.00 is being partially offset by applying $6,030.00 from previously paid registration fee in connection with the Company’s
registration statement on Form S-3 (SEC Registration No. 333-228017) filed with the SEC on October 26, 2018 (the “Prior
S-3”). The Prior S-3 was withdrawn prior to its being effective with no securities sold thereunder. As
a result, the registrant is paying a registration fee of $1,242.00 with this registration statement.
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The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it
is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED APRIL 2, 2019
PRELIMINARY
PROSPECTUS
China
Jo-Jo Drugstores, Inc.
$60,000,000
Common
Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
We
may offer from time to time shares of our common stock, preferred stock, senior debt securities (which may be convertible into
or exchangeable for common stock), subordinated debt securities (which may be convertible into or exchangeable for common stock),
warrants, rights and units that include any of these securities. The aggregate initial offering price of the securities sold under
this prospectus will not exceed $60,000,000. We will offer the securities in amounts, at prices and on terms to be determined
at the time of the offering.
Each
time we sell securities hereunder, we will attach a supplement to this prospectus that contains specific information about the
terms of the offering, including the price at which we are offering the securities to the public. The prospectus supplement may
also add, update or change information contained or incorporated in this prospectus. We may also authorize one or more free writing
prospectuses to be provided to you in connection with these offerings. You should read this prospectus, the information incorporated
by reference in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus carefully before
you invest in our securities.
The
securities hereunder may be offered directly by us, through agents designated from time to time by us or to or through underwriters
or dealers. If any agents, dealers or underwriters are involved in the sale of any securities, their names, and any applicable
purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the
information set forth, in the applicable prospectus supplement. See the section entitled “About This Prospectus” for
more information.
Our
common stock is listed on the NASDAQ Capital Market under the symbol CJJD. The aggregate market value of our outstanding common
stock held by non-affiliates is $38,417,835.52, based on 28,936,778 shares of outstanding common stock, of which 14,663,296 shares
are held by non-affiliates, and a per share price of $2.62 based on the closing sale price of our common stock as reported by
the NASDAQ Capital Market on March 29, 2019. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our common
stock in a primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our
public float remains below $75 million. We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during
the 12 calendar months prior to and including the date of this prospectus.
Investing
in securities involves certain risks. See “Risk Factors” beginning on page 5 of this prospectus and in the applicable
prospectus supplement, as updated in our future filings made with the Securities and Exchange Commission that are incorporated
by reference into this prospectus. You should carefully read and consider these risk factors before you invest in our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is [ ]
TABLE
OF CONTENTS
The
distribution of this prospectus may be restricted by law in certain jurisdictions. You should inform yourself about and observe
any of these restrictions. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities
offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then
the offer presented in this prospectus does not extend to you.
We
have not authorized anyone to give any information or make any representation about us that is different from, or in addition
to, that contained in this prospectus, including in any of the materials that we have incorporated by reference into this prospectus,
any accompanying prospectus supplement, and any free writing prospectus prepared or authorized by us. Therefore, if anyone does
give you information of this sort, you should not rely on it as authorized by us. You should rely only on the information contained
or incorporated by reference in this prospectus and any accompanying prospectus supplement.
You
should not assume that the information contained in this prospectus and any accompanying supplement to this prospectus is accurate
on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference
is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying
supplement to this prospectus is delivered or securities are sold on a later date. Neither the delivery of this prospectus, nor
any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since
the date hereof or that the information incorporated by reference herein is correct as of any time subsequent to the date of such
information.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 we filed with the Securities and Exchange Commission, or the SEC, using
a “shelf” registration process. Under this shelf registration process, we may, from time to time, offer and sell any
combination of the securities described in this prospectus in one or more offerings. The aggregate initial offering price of all
securities sold under this prospectus will not exceed $60,000,000.
This
prospectus provides certain general information about the securities that we may offer hereunder. Each time we sell securities,
we will provide a prospectus supplement that will contain specific information about the terms of the offering and the offered
securities. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information
relating to these offerings. In each prospectus supplement, we will include the following information:
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the
number and type of securities that we propose to sell;
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the public offering
price;
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the names of any
underwriters, agents or dealers through or to which the securities will be sold;
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any compensation
of those underwriters, agents or dealers;
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any additional risk
factors applicable to the securities or our business and operations; and
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any other material
information about the offering and sale of the securities.
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In
addition, the prospectus supplement or free writing prospectus may also add, update or change the information contained in this
prospectus or in documents incorporated by reference in this prospectus. The prospectus supplement or free writing prospectus
will supersede this prospectus to the extent it contains information that is different from, or that conflicts with, the information
contained in this prospectus or incorporated by reference in this prospectus. You should read and consider all information contained
in this prospectus, any accompanying prospectus supplement and any free writing prospectus that we have authorized for use in
connection with a specific offering, in making your investment decision.
You should also read and consider the information
contained in the documents identified under the heading “Incorporation of Certain Documents by Reference” and “Where
You Can Find More Information” in this prospectus
.
Unless
the context otherwise requires, the terms “the Company,” “we,” “us,” and “our”
in this prospectus each refer to China Jo-Jo Drugstores, Inc., our subsidiaries and our consolidated entities. “China”
and “the PRC” refer to the People’s Republic of China.
FORWARD-LOOKING
STATEMENTS
Some
of the statements contained or incorporated by reference in this prospectus may be “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Exchange Act and may involve material risks, assumptions and uncertainties. Forward-looking statements typically are identified
by the use of terms such as “may,” “will,” “should,” “believe,” “might,”
“expect,” “anticipate,” “intend,” “plan,” “estimate” and similar words,
although some forward-looking statements are expressed differently.
Although
we believe that the expectations reflected in such forward-looking statements are reasonable, these statements are not guarantees
of future performance and involve certain risks and uncertainties that are difficult to predict and which may cause actual outcomes
and results to differ materially from what is expressed or forecasted in such forward-looking statements. These forward-looking
statements speak only as of the date on which they are made and except as required by law, we undertake no obligation to publicly
release the results of any revision or update of these forward-looking statements, whether as a result of new information, future
events or otherwise. If we do update or correct one or more forward-looking statements, you should not conclude that we will make
additional updates or corrections with respect thereto or with respect to other forward-looking statements. A detailed discussion
of risks and uncertainties that could cause actual results and events to differ materially from our forward-looking statements
is included in our periodic reports filed with the SEC and in the “Risk Factors” section of this prospectus.
THE
COMPANY
We
were incorporated in Nevada on December 19, 2006, under the name “Kerrisdale Mining Corporation.”
On
September 17, 2009, we acquired control of Renovation Investment (Hong Kong) Co., Ltd., a limited liability company incorporated
in Hong Kong on September 2, 2008 (“Renovation”), pursuant to a share exchange agreement. Renovation has no substantive
operations of its own except for its holdings of Zhejiang Jiuxin Investment Management Co., Ltd. (“Jiuxin Management”),
Zhejiang Shouantang Medical Technology Co., Ltd. (“Shouantang Technology”) and Hangzhou Jiutong Medical Technology
Co., Ltd (“Jiutong Medical”), and Hangzhou Jiuyi Medical Technology Co. Ltd. (“Jiuyi Technology”), its
wholly-owned subsidiaries.
On
September 24, 2009, we amended our Articles of Incorporation to change our name from “Kerrisdale Mining Corporation”
to “China Jo-Jo Drugstores, Inc.” We are a retail and wholesale distributor of pharmaceutical and other healthcare
products in China.
On
April 9, 2010, we implemented a 1-for-2 reverse stock split of our issued and outstanding shares of common stock and a proportional
reduction of our authorized shares of common stock, by filing a Certificate of Change pursuant to Nevada Revised Statutes 78.209
with the Nevada Secretary of State on April 6, 2010. All share information in this report takes into account this reverse stock
split.
On
April 28, 2010, we completed a registered public offering of 3,500,000 shares of our common stock at a price of $5.00 per share,
resulting in gross proceeds to us, prior to deducting underwriting discounts, commissions and offering expenses, of approximately
$17,500,000.
On
July 24, 2015, we closed a registered direct offering of 1.2 million shares of common stock at $2.50 per share with gross proceeds
of approximately $3 million from our effective shelf registration statement on Form S-3.
On
January 23, 2017, we completed a private offering of 4,840,000 shares of the common stock at a price of $2.20 per share with gross
proceeds of approximately $10,648,000.
Our
Business
Our
primary business is online and offline retailer and wholesale distribution of pharmaceutical and other healthcare products in
the People’s Republic of China (“PRC” or “China”). We currently have one hundred and twenty-four
(124) store locations under the store brand “Jiuzhou Grand Pharmacy” in Hangzhou city and its adjacent town Lin’an.
During the fiscal year 2018, the Company opened as many as fifty-seven new stores. Our stores provide customers with a wide variety
of pharmaceutical products, including prescription and over-the-counter (“OTC”) drugs, nutritional supplements, traditional
Chinese medicine (“TCM”), personal and family care products, and medical devices, as well as convenience products,
including consumable, seasonal, and promotional items. Additionally, we have licensed doctors of both western medicine and TCM
on site for consultation, examination and treatment of common ailments at scheduled hours.
We
operate our pharmacies (including the medical clinics) through the following companies in China that we control through contractual
arrangements:
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Hangzhou
Jiuzhou Grand Pharmacy Chain Co., Ltd. (“Jiuzhou Pharmacy”), which we control contractually, operates our “Jiuzhou
Grand Pharmacy” stores;
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Hangzhou
Jiuzhou Clinic of Integrated Traditional and Western Medicine (General Partnership) (“Jiuzhou Clinic”), which
we control contractually, operates one (1) of our two (2) medical clinics; and
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Hangzhou
Jiuzhou Medical & Public Health Service Co., Ltd. (“Jiuzhou Service”), which we control contractually, operates
our other medical clinics.
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As
of March 29, 2019, Jiuzhou Pharmacy has established the following companies, each of which operates a drugstore in Hangzhou City:
Entity
Name
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Date
Established
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Hangzhou Jiuben
Pharmacy Co., Ltd (“Jiuben Pharmacy”)
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April 27, 2017
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Hangzhou Jiuli Pharmacy
Co., Ltd (“Jiuli Pharmacy”)
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May 22, 2017
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Hangzhou Jiuxiang
Pharmacy Co., Ltd (“Jiuxiang Pharmacy”)
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May 26, 2017
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Hangzhou Jiuheng
Pharmacy Co., Ltd (“Jiuheng Pharmacy”)
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June 6, 2017
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Hangzhou Jiujiu
Pharmacy Co., Ltd (“Jiujiu Pharmacy”)
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June 8, 2017
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Hangzhou Jiuyi Pharmacy
Co., Ltd (“Jiuyi Pharmacy”)
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June 8, 2017
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Hangzhou Jiuyuan
Pharmacy Co., Ltd (“Jiuyuan Pharmacy”)
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July 13, 2017
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Hangzhou Jiumu Pharmacy
Co., Ltd (“Jiumu Pharmacy”)
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July 21, 2017
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Hangzhou Jiurui
Pharmacy Co., Ltd (“Jiurui Pharmacy”)
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August 4, 2017
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The
Company’s offline retail business also includes three medical clinics through Hangzhou Jiuzhou Clinic of Integrated Traditional
and Western Medicine (“Jiuzhou Clinic”) and Hangzhou Jiuzhou Medical and Public Health Service Co., Ltd. (“Jiuzhou
Service”), both of which are also controlled by the Company through contractual arrangements. On December 18, 2013, Jiuzhou
Service established, and held 51% of, Hangzhou Shouantang Health Management Co., Ltd. (“Shouantang Health”), a PRC
company licensed to sell health care products. Shouantang Health was closed in April 2015. In May 2016, Hangzhou Shouantang Bio-technology
Co., Ltd. (“Shouantang Bio”) set up and held 49% of Hangzhou Kahamadi Bio-technology Co., Ltd.(“Kahamadi Bio”),
a joint venture specialized in brand name development for nutritional supplements. In 2018, Jiuzhou Pharmacy invested a total
of $741,540 (5,100,000RMB) in and held 51% of Zhejiang Jiuzhou Linjia Medical Investment and Management Co. Ltd (“Linjia
Medical”), which opened nine new clinics in Hangzhou as of December 31, 2018.
The
Company currently conducts its online retail pharmacy business through Jiuzhou Pharmacy, which holds the Company’s online
pharmacy license. Prior to November 2015, the Company primarily conducted its online retail pharmacy business through Zhejiang
Quannuo Internet Technology Co., Ltd.. In May 2015, the Company established Zhejiang Jianshun Network Technology Co. Ltd, a joint
venture with Shanghai Jianbao Technology Co., Ltd. (“Jianshun Network”), in order to develop its online pharmaceutical
sales from large commercial medical insurance companies. On September 10, 2015, Renovation set up a new entity Jiuyi Technology
to provide additional technical support such as webpage development to our online pharmacy business. In November 2015, the Company
sold all of the equity interests of Quannou Technology to six individuals for approximately $17,121 (RMB107,074). After the sale,
its technical support function has been transferred back to Jiuzhou Pharmacy, which hosts our online pharmacy.
The
Company’s wholesale business is primarily conducted through Zhejiang Jiuxin Medicine Co., Ltd. (“Jiuxin Medicine”),
which is licensed to distribute prescription and non-prescription pharmaceutical products throughout China. Jiuzhou Pharmacy acquired
Jiuxin Medicine on August 25, 2011. On April 20, 2018, 10% of Jiuxin Medicine shares were sold to Hangzhou Kangzhou Biotech Co.
Ltd. for a total proceeds of $79,625 (RMB 507,760),
The
Company’s herb farming business is conducted by Hangzhou Qianhong Agriculture Development Co., Ltd., a wholly-owned subsidiary
of Jiuxin Management, which operates a cultivation project of herbal plants used for TCM.
Corporate
Structure
Our
current corporate structure as of March 29, 2019 is set forth in the diagram below:
Our
Corporate Information
We
are headquartered in Hangzhou, China. Our principal executive office is located at 6
th
Floor, Hai Wai Hai Tongxin Mansion,
Gong Shu District, Hangzhou City, Zhejiang Province, China, Zip Code 310008. Our main telephone number is +86-571-8807-7078, and
fax number is +86-571-8807-7108. Our website address is
www.jiuzhou360.com.
Information contained on our website is not
incorporated by reference into this prospectus and you should not consider information on our website to be part of this prospectus.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. Before making any investment decision, you should carefully consider
the risk factors set forth below, the information under the caption “Risk Factors” in any applicable prospectus supplement,
any related free writing prospectus that we may authorize to be provided to you and the information under the caption “Risk
Factors” in our annual report on Form 10-K that is incorporated by reference in this prospectus, as updated by our subsequent
filings under the Securities Exchange Act of 1934, as amended, or the Exchange Act.
These
risks could materially affect our business, results of operation or financial condition and affect the value of our securities.
Additional risks and uncertainties that are not yet identified may also materially harm our business, operating results and financial
condition and could result in a complete loss of your investment. You could lose all or part of your investment. For more information,
see “Where You Can Find More Information.”
Risks
Related to Our Securities and the Offering
Future
sales or other dilution of our equity could depress the market price of our common stock.
Sales
of our common stock, preferred stock, warrants, rights or convertible debt securities, or any combination of the foregoing, in
the public market, or the perception that such sales could occur, could negatively impact the price of our common stock. We have
a number of institutional and individual shareholders that own significant blocks of our common stock. If one or more of these
shareholders were to sell large portions of their holdings in a relatively short time, for liquidity or other reasons, the prevailing
market price of our common stock could be negatively affected.
In
addition, the issuance of additional shares of our common stock, securities convertible into or exercisable for our common stock,
other equity-linked securities, including preferred stock, warrants or rights or any combination of these securities pursuant
to this prospectus will dilute the ownership interest of our common shareholders and could depress the market price of our common
stock and impair our ability to raise capital through the sale of additional equity securities.
We
may need to seek additional capital. If this additional financing is obtained through the issuance of equity securities, debt
securities convertible into equity or options, warrants or rights to acquire equity securities, our existing shareholders could
experience significant dilution upon the issuance, conversion or exercise of such securities.
Our
management will have broad discretion over the use of the proceeds we receive from the sale our securities pursuant to this prospectus
and might not apply the proceeds in ways that increase the value of your investment.
Our
management will have broad discretion to use the net proceeds from any offerings under this prospectus, and you will be relying
on the judgment of our management regarding the application of these proceeds. Except as described in any prospectus supplement
or in any related free writing prospectus that we may authorize to be provided to you, the net proceeds received by us from our
sale of the securities described in this prospectus will be added to our general funds and will be used for general corporate
purposes. Our management might not apply the net proceeds from offerings of our securities in ways that increase the value of
your investment and might not be able to yield a significant return, if any, on any investment of such net proceeds. You may not
have the opportunity to influence our decisions on how to use such proceeds.
USE
OF PROCEEDS
Except
as may be stated in the applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided
to you, we intend to use the net proceeds we receive from the sale of the securities offered by this prospectus for general corporate
purposes, which may include, among other things, repayment of debt, repurchases of common stock, capital expenditures, the financing
of possible acquisitions or business expansions, increasing our working capital and the financing of ongoing operating expenses
and overhead.
DESCRIPTION
OF CAPITAL STOCK
The
following is a summary of our capital stock and certain provisions of our articles of incorporation and bylaws. This summary does
not purport to be complete and is qualified in its entirety by the provisions of our articles of incorporation, as amended, our
bylaws and applicable provisions of the laws of the State of Nevada.
See
“Where You Can Find More Information” elsewhere in this prospectus for information on where you can obtain copies
of our articles of incorporation and our bylaws, which have been filed with and are publicly available from the SEC.
Our
authorized capital stock consists of 250,000,000 shares of common stock, par value $.001 per share, and 10,000,000 shares of preferred
stock, par value $.001 per share. As of March 29, 2019, (i) 28,936,778 shares of common stock were issued and outstanding, (ii)
no shares of preferred stock were issued and outstanding, (iii) an incentive stock option plan for our directors, officers, and
employees to purchase 967,000 shares of common stock, and (iv) warrants to purchase 672,000 shares of common stock were issued
and outstanding. As of March 29, 2019, the warrants had not been exercised.
DESCRIPTION
OF COMMON STOCK
As
of March 29, 2019, there were 28,936,778 shares of our common stock issued and outstanding.
Our
common stock is currently traded on the NASDAQ Capital Market under the symbol “CJJD.”
The
holders of our common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders and do not
have cumulative voting rights. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election
of directors may elect all of the directors standing for election. The holders of outstanding shares of common stock are entitled
to receive ratably any dividends declared by our board of directors out of assets legally available. Upon our liquidation, dissolution
or winding up, holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities
and the liquidation preference of any then outstanding shares of preferred stock. Holders of common stock have no preemptive or
conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to our common stock.
The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn,
New York 11219, and its telephone number is (718) 921-8206.
All
issued and outstanding shares of common stock are fully paid and non-assessable. Shares of our common stock that may be offered,
from time to time, under this prospectus will be fully paid and non-assessable.
DESCRIPTION
OF PREFERRED STOCK
As
of March 29, 2019, no shares of preferred stock had been issued or were outstanding.
Our
board of directors has the authority to issue up to 10,000,000 shares of preferred stock in one or more series and to determine
the rights and preferences of the shares of any such series without stockholder approval. Our board of directors may issue preferred
stock in one or more series and has the authority to fix the designation and powers, rights and preferences and the qualifications,
limitations or restrictions with respect to each class or series of such class without further vote or action by the stockholders,
unless action is required by applicable law or the rules of any stock exchange on which our securities may be listed. The ability
of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or
preventing a change of control of us or the removal of existing management. Further, our board of director may authorize the issuance
of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders
of our common stock. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of our common
stock.
We
will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from
reports that we file with the SEC, the form of any certificate of designation that describes the terms of the series of preferred
stock we are offering before the issuance of that series of preferred stock. This description will include, but not be limited
to, the following:
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the
title and stated value;
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the number of shares
we are offering;
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the liquidation
preference per share;
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the purchase price;
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the dividend rate,
period and payment date and method of calculation for dividends;
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whether dividends
will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate;
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the provisions for
a sinking fund, if any;
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the provisions for
redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights;
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whether the preferred
stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated, and
the conversion period;
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whether the preferred
stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated, and
the exchange period;
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voting rights, if
any, of the preferred stock;
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preemptive rights,
if any;
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restrictions on
transfer, sale or other assignment, if any;
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a discussion of
any material United States federal income tax considerations applicable to the preferred stock;
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the relative ranking
and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs;
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any limitations on the issuance
of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend
rights and rights if we liquidate, dissolve or wind up our affairs; and
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any other specific terms, preferences, rights
or limitations of, or restrictions on, the preferred stock.
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DESCRIPTION
OF DEBT SECURITIES
We
may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible
debt. When we offer to sell debt securities, we will describe the specific terms of any debt securities offered from time to time
in a supplement to this prospectus, which may supplement or change the terms outlined below. Senior debt securities will be issued
under one or more senior indentures, dated as of a date prior to such issuance, between us and a trustee to be named in a prospectus
supplement, as amended or supplemented from time to time. Any subordinated debt securities will be issued under one or more subordinated
indentures, dated as of a date prior to such issuance, between us and a trustee to be named in a prospectus supplement, as amended
or supplemented from time to time. The indentures will be subject to and governed by the Trust Indenture Act of 1939, as amended.
Before
we issue any debt securities, the form of indentures will be filed with the SEC and incorporated by reference as an exhibit to
the registration statement of which this prospectus is a part or as an exhibit to a current report on Form 8-K. For the complete
terms of the debt securities, you should refer to the applicable prospectus supplement and the form of indentures for those particular
debt securities. We encourage you to read the applicable prospectus supplement and the form of indenture for those particular
debt securities before you purchase any of our debt securities.
We
will describe in the applicable prospectus supplement the terms of the series of debt securities being offered, including:
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the
title;
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whether or not such
debt securities are guaranteed;
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the principal amount
being offered, and if a series, the total amount authorized and the total amount outstanding;
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any limit on the
amount that may be issued;
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whether or not we
will issue the series of debt securities in global form, the terms and who the depositary will be;
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the maturity date;
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the annual interest
rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the
dates interest will be payable and the regular record dates for interest payment dates or the method for determining such
dates;
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whether or not the
debt securities will be secured or unsecured, and the terms of any secured debt;
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the terms of the
subordination of any series of subordinated debt;
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the place where
payments will be payable;
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restrictions on
transfer, sale or other assignment, if any;
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our right, if any,
to defer payment of interest and the maximum length of any such deferral period;
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the date, if any, after which, and the price at which,
we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and
the terms of those redemption provisions;
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the date, if any, on which, and the price at which we are
obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s
option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;
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any restrictions our ability and/or the ability of our
subsidiaries to:
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incur additional indebtedness;
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issue additional securities;
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pay dividends and make distributions in respect of our
capital stock and the capital stock of our subsidiaries;
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place restrictions on our subsidiaries’ ability to
pay dividends, make distributions or transfer assets;
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make investments or other restricted payments;
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sell or otherwise dispose of assets;
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enter into sale-leaseback transactions;
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engage in transactions with stockholders and affiliates;
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issue or sell stock of our subsidiaries; or
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effect a consolidation or merger;
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whether the indenture will require us to maintain any interest
coverage, fixed charge, cash flow-based, asset-based or other financial ratios;
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a discussion of any material United States federal income
tax considerations applicable to the debt securities;
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information describing any book-entry features;
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provisions for a sinking fund purchase or other analogous
fund, if any;
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the denominations in which we will issue the series of
debt securities;
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the currency of payment of debt securities if other than
U.S. dollars and the manner of determining the equivalent amount in U.S. dollars; and
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any other specific terms, preferences, rights or limitations
of, or restrictions on, the debt securities, including any additional events of default or covenants provided with respect to
the debt securities, and any terms that may be required by us or advisable under applicable laws or regulations.
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Conversion
or Exchange Rights
We
will set forth in the prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable
for our common stock or our other securities. We will include provisions as to whether conversion or exchange is mandatory, at
the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock
or our other securities that the holders of the series of debt securities receive would be subject to adjustment.
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of common stock, preferred stock and/or debt securities in one or more series. We may issue
warrants independently or together with common stock, preferred stock and/or debt securities, and the warrants may be attached
to or separate from these securities. While the terms summarized below will apply generally to any warrants that we may offer,
we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The terms
of any warrants offered under a prospectus supplement may differ from the terms described below.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from
reports that we file with the SEC, the form of warrant agreement, including a form of warrant certificate, that describes the
terms of the particular series of warrants we are offering before the issuance of the related series of warrants. The following
summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by
reference to, all the provisions of the warrant agreement and warrant certificate applicable to the particular series of warrants
that we may offer under this prospectus. We urge you to read the applicable prospectus supplements related to the particular series
of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete warrant
agreements and warrant certificates that contain the terms of the warrants.
General
We
will describe in the applicable prospectus supplement the terms of the series of warrants being offered, including:
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the
offering price and aggregate number of warrants offered;
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the currency for
which the warrants may be purchased;
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if applicable, the
designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such
security or each principal amount of such security;
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if applicable, the
date on and after which the warrants and the related securities will be separately transferable;
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in the
case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant
and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise;
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in the case of warrants
to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be,
purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise;
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the effect of any
merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants;
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the terms of any
rights to redeem or call the warrants;
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any provisions for
changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
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the dates on which
the right to exercise the warrants will commence and expire;
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the manner in which
the warrant agreements and warrants may be modified;
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a discussion of
any material or special United States federal income tax consequences of holding or exercising the warrants;
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the terms of the
securities issuable upon exercise of the warrants; and
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any other specific
terms, preferences, rights or limitations of or restrictions on the warrants.
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Before
exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such
exercise, including:
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in
the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium, if any, or interest
on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or
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in
the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or payments upon
our liquidation, dissolution or winding up or to exercise voting rights, if any.
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Exercise
of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise
price that we describe in the applicable prospectus supplement. Holders of the warrants may exercise the warrants at any time
up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of
business on the expiration date, unexercised warrants will become void.
Holders
of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together
with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in
the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus
supplement the information that the holder of the warrant will be required to deliver to the warrant agent.
If
fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate
for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender
securities as all or part of the exercise price for warrants.
DESCRIPTION
OF RIGHTS
We
may issue rights to purchase our common stock or preferred stock, in one or more series. Rights may be issued independently or
together with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription
rights. In connection with any rights offering to our stockholders, we may enter into a standby underwriting arrangement with
one or more underwriters pursuant to which such underwriters will purchase any offered securities remaining unsubscribed after
such rights offering. In connection with a rights offering to our stockholders, we will distribute certificates evidencing the
rights and a prospectus supplement to our stockholders on the record date that we set for receiving rights in such rights offering.
The applicable prospectus supplement or free writing prospectus will describe the following terms of rights in respect of which
this prospectus is being delivered:
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the
title of such rights;
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the securities for
which such rights are exercisable;
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the exercise price
for such rights;
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the date of determining
the security holders entitled to the rights distribution;
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the number of such
rights issued to each security holder;
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the extent to which
such rights are transferable;
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if applicable, a
discussion of the material United States federal income tax considerations applicable to the issuance or exercise of such
rights;
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the date on which
the right to exercise such rights shall commence, and the date on which such rights shall expire (subject to any extension);
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the conditions to
completion of the rights offering;
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any provisions for
changes to or adjustments in the exercise price or number of securities issuable upon exercise of the rights;
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the extent to which
such rights include an over-subscription privilege with respect to unsubscribed securities;
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if applicable, the
material terms of any standby underwriting or other purchase arrangement that we may enter into in connection with the rights
offering; and
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any other terms
of such rights, including terms, procedures and limitations relating to the exchange and exercise of such rights.
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Each
right will entitle the holder thereof the right to purchase for cash such amount of shares of common stock or preferred stock,
or any combination thereof, at such exercise price as shall in each case be set forth in, or be determinable as set forth in,
the prospectus supplement relating to the rights offered thereby. Rights may be exercised at any time up to the close of business
on the expiration date for such rights set forth in the prospectus supplement. After the close of business on the expiration date,
all unexercised rights will become void. Rights may be exercised as set forth in the prospectus supplement relating to the rights
offered thereby. Upon receipt of payment and the proper completion and due execution of the rights certificate at the office of
the rights agent, if any, or any other office indicated in the prospectus supplement, we will forward, as soon as practicable,
the shares of common stock and/or preferred stock purchasable upon such exercise. We may determine to offer any unsubscribed offered
securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination
of such methods, including pursuant to standby underwriting arrangements, as set forth in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
As
specified in the applicable prospectus supplement, we may issue, in one more series, units consisting of common stock, preferred
stock, debt securities and/or warrants or rights for the purchase of common stock, preferred stock and/or debt securities in any
combination. The applicable prospectus supplement will describe:
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the
securities comprising the units, including whether and under what circumstances the securities comprising the units may be
separately traded;
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the terms and conditions
applicable to the units, including a description of the terms of any applicable unit agreement governing the units; and
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a description of
the provisions for the payment, settlement, transfer or exchange of the units.
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PLAN
OF DISTRIBUTION
The
securities covered by this prospectus may be offered and sold from time to time pursuant to one or more of the following methods:
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through
agents;
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to or through underwriters;
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to or through broker-dealers
(acting as agent or principal);
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in “at the
market offerings” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an
existing trading market, on an exchange, or otherwise;
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directly to purchasers,
through a specific bidding or auction process or otherwise; or
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through a combination
of any such methods of sale.
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Agents,
underwriters or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the
form of discounts, concessions or commissions to be received from us, from the purchasers of the securities or from both us and
the purchasers. Any underwriters, dealers, agents or other investors participating in the distribution of the securities may be
deemed to be “underwriters,” as that term is defined in the Securities Act, and compensation and profits received
by them on sale of the securities may be deemed to be underwriting commissions, as that term is defined in the rules promulgated
under the Securities Act.
Each
time securities are offered by this prospectus, the prospectus supplement, if required, will set forth:
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the
name of any underwriter, dealer or agent involved in the offer and sale of the securities;
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the terms of the
offering;
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any discounts concessions
or commissions and other items constituting compensation received by the underwriters, broker-dealers or agents;
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any over-allotment
option under which any underwriters may purchase additional securities from us; and
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any initial public
offering price.
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The
securities may be sold at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices
relating to the prevailing market prices or at negotiated prices. The distribution of securities may be effected from time to
time in one or more transactions, by means of one or more of the following transactions, which may include cross or block trades:
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transactions
on the NASDAQ Capital Market or any other organized market where the securities may be traded;
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in the over-the-counter
market;
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in negotiated transactions;
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under delayed delivery
contracts or other contractual commitments; or
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a combination of
such methods of sale.
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If
underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions. Our securities may be offered to the public either through underwriting syndicates represented
by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters
are used in the sale of securities, an underwriting agreement will be executed with the underwriter or underwriters at the time
an agreement for the sale is reached. This prospectus and the prospectus supplement will be used by the underwriters to resell
the shares of our securities.
If
5% or more of the net proceeds of any offering of our securities made under this prospectus will be received by a FINRA member
participating in the offering or affiliates or associated persons of such FINRA member, the offering will be conducted in accordance
with FINRA Rule 5121.
To
comply with the securities laws of certain states, if applicable, the securities offered by this prospectus will be offered and
sold in those states only through registered or licensed brokers or dealers.
Agents,
underwriters and dealers may be entitled under agreements entered into with us to indemnification by us against specified liabilities,
including liabilities incurred under the Securities Act, or to contribution by us to payments they may be required to make in
respect of such liabilities. The prospectus supplement will describe the terms and conditions of such indemnification or contribution.
Some of the agents, underwriters or dealers, or their respective affiliates, may be customers of, engage in transactions with
or perform services for us in the ordinary course of business. We will describe in the prospectus supplement naming the underwriter
the nature of any such relationship.
Certain
persons participating in the offering may engage in over-allotment, stabilizing transactions, short-covering transactions and
penalty bids in accordance with Regulation M under the Exchange Act. We make no representation or prediction as to the direction
or magnitude of any effect that such transactions may have on the price of the securities. For a description of these activities,
see the information under the heading “Underwriting” in the applicable prospectus supplement.
LEGAL
MATTERS
Certain
matters concerning this prospectus and future offerings will be passed upon for us by Pryor Cashman LLP.
The
validity of the securities offered hereby has been passed upon for us by Holley Driggs Walch Fine Puzey Stein & Thompson.
Additional
legal matters may be passed upon for us or any underwriters or agents by counsel that we will name in the applicable prospectus
supplement.
EXPERTS
Our
consolidated financial statements as of March 31, 2018 and 2017, and for each of the years in the two-year period ended March
31, 2018, have been incorporated by reference in the registration statement in reliance on the report of BDO China Shu Lun Pan
Certified Public Accountants LLP, an independent registered public accounting firm, and upon the authority of said firm as experts
in accounting and auditing.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file with them into this prospectus. This means that
we can disclose important information about us and our financial condition to you by referring you to another document filed separately
with the SEC instead of having to repeat the information in this prospectus. The information incorporated by reference is considered
to be part of this prospectus and later information that we file with the SEC will automatically update and supersede this information.
This prospectus incorporates by reference any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act, between the date of the initial registration statement and prior to effectiveness of the registration statement
and the documents listed below that we have previously filed with the SEC:
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our
Current Reports on Form 8-K, filed with the SEC on September 6, 2018, October 26, 2018, November 9, 2018 and March 13, 2019, respectively;
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our
Quarterly Reports on Form 10-Q for the quarters ended June 30, 2018, September 30, 2018 and December 31, 2018, respectively, filed
with the SEC on August 14, 2018, November 14, 2018 and February 14, 2019, respectively;
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our
Annual Report on Form 10-K for the year ended March 31, 2018, filed with the SEC on June 29, 2018;
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Definitive Proxy
Statement on Schedule 14A, filed with the SEC on January 24, 2019; and
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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.
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We
also incorporate by reference all documents that we file with the SEC on or after the effective time of this prospectus pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the sale of all the securities registered hereunder or
the termination of the registration statement. Nothing in this prospectus shall be deemed to incorporate information furnished
but not filed with the SEC.
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus
shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or
in the applicable prospectus supplement or in any other subsequently filed document that also is or is deemed to be incorporated
by reference modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
You
may request a copy of the filings incorporated herein by reference, including exhibits to such documents that are specifically
incorporated by reference, at no cost, by writing or calling us at the following address or telephone number:
China
Jo-Jo Drugstores, Inc.
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Hai Wai Hai Tongxin
Mansion Floor 6
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Gong Shu District,
Hangzhou City
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People’s
Republic of China 310008
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(86 - 571)
88077078
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Statements
contained in this prospectus as to the contents of any contract or other documents are not necessarily complete, and in each instance
you are referred to the copy of the contract or other document filed as an exhibit to the registration statement or incorporated
herein, each such statement being qualified in all respects by such reference and the exhibits and schedules thereto.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC registering the securities that may be offered
and sold hereunder. The registration statement, including exhibits thereto, contains additional relevant information about us
and these securities, as permitted by the rules and regulations of the SEC, we have not included in this prospectus. A copy of
the registration statement can be obtained at the address set forth below or at the SEC’s website as noted below. You should
read the registration statement, including any applicable prospectus supplement, for further information about us and these securities.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available
to the public over the Internet at the SEC’s website at http:/www.sec.gov. You may also read and copy any document we file
at the SEC’s public reference room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the public reference room. Because our common stock is listed on the NASDAQ Capital Market,
you may also inspect reports, proxy statements and other information at the offices of the NASDAQ Capital Market.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth all expenses payable by us in connection with the offering of our securities being registered hereby.
SEC registration fee
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$
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7,272.00
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FINRA Filing Fee
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$
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8,000.00
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Legal fees and expenses
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*
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Accounting fees and expenses
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*
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Printing and miscellaneous expenses
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*
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Total expenses
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$
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*
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*
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Estimated
expenses are presently not known and cannot be estimated.
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Item
15. Indemnification of Directors and Officers.
Under
Sections 78.7502 and 78.751 of the Nevada Revised Statutes, the Company has broad powers to indemnify and insure its directors
and officers against liabilities they may incur in their capacities as such. These indemnification provisions may be sufficiently
broad to permit indemnification of the Company’s directors and officers for liabilities, including reimbursement of expenses
incurred, arising under the Securities Act.
Insofar
as indemnification for liabilities arising under the Securities Act, is permitted for our directors, officers or controlling persons,
pursuant to the above mentioned statutes or otherwise, we understand that the SEC is of the opinion that such indemnification
may contravene federal public policy, as expressed in the Securities Act, and therefore, is unenforceable. Accordingly, in the
event that a claim for such indemnification is asserted by any of our directors, officers or controlling persons, and the SEC
is still of the same opinion, we (except insofar as such claim seeks reimbursement from us of expenses paid or incurred by a director,
officer of controlling person in successful defense of any action, suit or proceeding) will, unless the matter has theretofore
been adjudicated by precedent deemed by our counsel to be controlling, submit to a court of appropriate jurisdiction the question
whether or not indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
At
present, there is no pending litigation or proceeding involving any of our directors, officers or employees as to which indemnification
is sought, nor are we aware of any threatened litigation or proceeding that may result in claims for indemnification.
Item
16. Exhibits and Financial Schedule
See
the Exhibit Index attached to this registration statement and incorporated herein by reference.
Item
17. Undertakings.
The
undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement;
provided,
however
, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act, that are incorporated by reference in this registration statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
(2)
That, for the purposes of determining any liability under the Securities Act, each post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall
be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5)
That, for the purpose of determining liability of a Registrant under the Securities Act to any purchaser in the initial distribution
of the securities:
The
undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications the undersigned Registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i)
any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii)
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred
to by the undersigned Registrant;
(iii)
the portion of any other free writing prospectus relating to the offering containing material information about the undersigned
Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv)
any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(6)
The undersigned registrant hereby undertakes that:
(i)
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective.
(ii)
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The
Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the indemnification provisions described herein, or otherwise, the Registrant has been advised that
in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hangzhou, the People’s Republic of China on the 2
nd
day of April, 2019.
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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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Lei Liu
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Chief
Executive Officer
(Principal
Executive Officer)
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Each
person whose signature appears below constitutes and appoints Lei Liu and Ming Zhao as his true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement
on Form S-3 and any subsequent registration statement the Registrant may hereafter file with the Securities and Exchange Commission
pursuant to Rule 462 under the Securities Act to register additional securities in connection with this registration statement,
and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents
and purposes, as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents,
or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, 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 2, 2019
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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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April 2, 2019
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Ming Zhao
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(Principal Financial
Officer and Principal Accounting Officer)
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/s/
Li Qi
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Li Qi
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Director
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April 2, 2019
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/s/
Caroline Wang
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Caroline Wang
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Director
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April 2, 2019
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/s/
Jiangliang He
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Jiangliang He
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Director
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April 2, 2019
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/s/
Genghua Gu
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Genghua Gu
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Director
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April 2, 2019
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/s/
Pingfan Wu
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Pingfan Wu
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Director
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April 2, 2019
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EXHIBIT
INDEX
Exhibit
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Number
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Description
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1.1
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Form of Underwriting Agreement*
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3.1
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Articles of Incorporation (filed as Exhibit 3.1 to the Company’ s Registration Statement on Form SB-2, dated November 28, 2007; File No. 333-147698).
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3.2
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Certificate of Amendment to Articles of Incorporation (filed as Exhibit 3.4 to the Company’s Form 8-K, dated July 15, 2008)
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3.3
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Articles of Merger (filed as Exhibit 3.3 to the Company’s Form 8-K, dated September 24, 2009)
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3.4
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Certificate of Change Pursuant to NRS 78.209 with an effective date of April 9, 2010 (filed as Exhibit 3.1 to the Company’s Form 8-K, dated April 14, 2010)
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3.5
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Bylaws (filed as Exhibit 3.2 to the Company’s Form SB-2, November 28, 2007; File No. 333-147698).
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3.6
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Amendment to Bylaws (filed as Exhibit 3.3 to the Company’s Form 8-K, dated July 15, 2008).
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4.1
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Common
Stock Specimen **
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4.2
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Form
of Indenture, including form of Note**
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4.3
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Form
of Warrant Agreement, including form of Warrant*
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4.4
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Form
of Unit Agreement*
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4.5
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Form
of Pledge Agreement*
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4.6
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Form
of Rights Certificate*
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5.1
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Opinion
of Pryor Cashman LLP.**
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5.2
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Opinion
of Holley Driggs Walch Fine Puzey Stein & Thompson **
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23.1
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Consent
of Independent Registered Public Accounting Firm**
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23.2
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Consent of Pryor Cashman LLP (included in legal opinion filed as Exhibit 5.1)**
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23.3
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Consent of Holley Driggs Walch Fine Puzey Stein & Thompson (included in legal opinion filed as Exhibit 5.2)**
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24.1
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Powers of Attorney (included on signature page)
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*
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To
be filed, if applicable, by amendment or as an exhibit to a report filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, and incorporated herein by reference.
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II-5
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