Ridgetech Inc 6-K, filed May 10, 2024
Ridgetech Inc. (RDGT)
About this 6-K
Ridgetech Inc filed this 6-K on May 10, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of May 2024
Commission File Number: 001-40724
CHINA JO-JO DRUGSTORES, INC.
(Translation of registrant’s name into English)
4th Floor, Building 5, Renxin Yaju, Gong Shu District
Hangzhou City, Zhejiang Province, People’s
Republic of China, 310014
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
China Jo-Jo Drugstores, Inc., a Cayman Islands exempted company (the “Company”) furnishes under the cover of Form 6-K the following:
On May 10, 2024, the Company entered into certain Share Purchase Agreements (the “Purchase Agreement”) with several investors (the “Investors”) pursuant to which the Company agreed to sell to the Investors, and the Investors agreed to purchase from the Company, in a registered direct offering, an aggregate of 1,610,000 ordinary shares (the “Shares”), par value $0.24 per share, of the Company (“Ordinary Shares”), at a purchase price of $1.70 per Share (the “Purchase Price”), for aggregate gross proceeds to the Company of $2,737,000.
Net proceeds to the Company from the sale of the Shares (the “Offering”), after deducting estimated Offering expenses, are expected to be approximately $2,687,000. The Offering is expected to close on or about May 17, 2024, subject to satisfaction of customary closing conditions.
The Offering is being made pursuant to the Company’s effective shelf registration statement on Form F-3 (File No. 333-259692), which was originally filed with the Securities and Exchange Commission on September 21, 2021 and was declared effective on December 19, 2022.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full texts of the Form of Purchase Agreement, a copy of each of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
A copy of the opinion of Conyers Dill & Pearman LLP relating to the validity of the securities to be issued in the Offering is filed herewith as Exhibit 5.1.
| Exhibit No. | Description of Exhibit | |
| 5.1 | Opinion of Conyers Dill & Pearman LLP | |
| 10.1 | Form of Purchase Agreement(1) | |
| 99.1 | Pricing Press Release dated May 10, 2024 |
| (1) | The schedule to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted information to the SEC upon its request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: May 10, 2024 | CHINA JO-JO DRUGSTORES, INC. | |
| By: | /s/ Lei Liu | |
| Name: | Lei Liu | |
| Title: | Chief Executive Officer | |
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Exhibit 5.1
 |
CONYERS DILL & PEARMAN LLP SIX, 2nd Floor, Cricket Square PO Box 2681, Grand Cayman KY1-1111 Cayman Islands T +1 345 945 3901 conyers.com
|
10 May 2024
714046.24381344
1-345-814-7786
cora.miller@conyers.com
China Jo-Jo Drugstores, Inc.
4th Floor, Building 5, Renxin Yaju
Gong Shu District
Hangzhou City, Zhejiang Province
People’s Republic of China, 310014
Dear Sirs and Madams:
Re: China Jo-Jo Drugstores, Inc. (the “Company”)
We have acted as special Cayman Islands legal counsel to the Company in connection with the Company’s shelf registration statement on Form F-3 (File No. 333-259692) (as amended, the "Registration Statement") and prospectus supplement annexed thereto (the “Prospectus Supplement”) (which terms do not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) filed by the Company with the United States Securities and Exchange Commission (the "Commission") relating to the registration under the US Securities Act of 1933 (as amended) (the "Securities Act") of a prospectus filed with the Commission on September 21, 2021 and declared effective on December 19, 2022 (the “Prospectus”) as amended by prospectus supplement dated May 10, 2024 relating to the issue and offering (the “Offering”) by the Company from time to time of (i) an aggregate of 1,610,000 ordinary shares of the Company, par value US$0.24 each (hereinafter referred to as the “Ordinary Shares” or “Securities”) at a purchase price of $1.70 per Ordinary Share, pursuant to the terms and conditions of the Share Purchase Agreements dated May 10, 2024 made between the Company and the investors listed thereto (the “SPA”).
| 1. | DOCUMENTS REVIEWED |
For the purposes of giving this opinion, we have examined and relied upon a copy of the following documents:
1.1. the Registration Statement;
1.2. the Prospectus and Prospectus Supplement; and
1.3. the SPA.
The documents listed in items 1.1 through 1.3 above are herein sometimes collectively referred to as the "Transaction Documents" (which terms do not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).
We have also reviewed:
1.4. the Certificate of Incorporation, Certificate of Merger, Certificate of Incorporation on Change of Name and the Third Amended and Restated Memorandum and Articles of Association of the Company adopted by special resolution of shareholders of the Company on 22 February 2024 and made effective 1 March 2024 (collectively, the “Constitutional Documents”);
1.5. the unanimous written resolutions of the directors of the Company dated 9 May 2024 and unanimous written resolutions of the pricing committee of the board of directors of the Company dated 10 May 2024 (collectively, the "Resolutions");
1.6. a Certificate of Good Standing (the “Good Standing Certificate”) issued by the Cayman Islands Registrar of Companies in relation to the Company on 9 May 2024 (the “Certificate Date”);
1.7. the results of our electronic searches against the Company at the Registrar of Companies conducted on 9 May 2024 and the electronic Register of Writs and other Originating Process of the Grand Court of the Cayman Islands conducted on 9 May 2024; and
1.8. such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.
| 2. | ASSUMPTIONS |
We have assumed:
2.1. the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;
2.2. that where a document has been examined by us in draft form, it will be or has been executed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;
2.3. the capacity, power and authority of each of the parties to the SPA, other than the Company, to enter into and perform its respective obligations under the SPA;
2.4. the due execution of the SPA by each of the parties thereto, other than the Company, where a party, and the physical delivery thereof by each of the parties thereto with an intention to be bound thereby;
2.5. the accuracy and completeness of all factual representations made in the Resolutions and Transaction Documents and other documents reviewed by us;
2.6. that the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended;
2.7. that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein;
2.8. the validity and binding effect under the laws of the State of New York (the "Foreign Laws") of the Transaction Documents in accordance with their respective terms;
2.9. the validity and binding effect under the Transaction Documents of the submission by the Company to the exclusive jurisdiction of the state and federal courts of the United States of America located in the City of New York, Borough of Manhattan (the “Foreign Courts”);
2.10. that the Company will issue the Securities in furtherance of its objects as set out in its Constitutional Documents;
2.11. that the Constitutional Documents will not be amended in any manner that would affect the opinions set forth herein;
2.12. that, upon the issue of any Securities to be sold by the Company, the Company will receive consideration for the full issue price thereof which shall not be less than the par value thereof;
2.13. no invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any shares of the Company;
2.14. that the Registration Statement, Prospectus and Prospectus Supplement have been declared effective by the Commission prior to, or concurrent with, the sale of the Securities pursuant to the Registration Statement;
2.15. the Offering and the transactions contemplated under the Transaction Documents complies with the requirements of the applicable rules of the Nasdaq Stock Market;
2.16. the Company is and after filing of the Registration Statement with the Commission, will be able to pay its liabilities as they become due;
2.17. the validity and binding effect under the laws of the United States of America of the Registration Statement, Prospectus and Prospectus Supplement and that the Registration Statement, Prospectus and Prospectus Supplement will or have been duly filed with and declared effective by the Commission;
2.18. the Company will have sufficient authorized capital to effect the issue of each of the Securities at the time of issuance pursuant to the Transaction Documents;
2.19. that the form and terms of any and all Securities or other securities (or other obligations, rights, currencies, commodities or other subject matter) comprising the same or subject thereto, the issuance and sale thereof by the Company, and the Company's incurrence and performance of its obligations thereunder or in respect thereof (including, without limitation, its obligations under any related agreement, indenture or supplement thereto) in accordance with the terms thereof will not violate the Constitutional Documents nor any applicable law, regulation, order or decree in the Cayman Islands;
2.20. that all necessary corporate action will be taken to authorise and approve any issuance of Securities; and
2.21. save for the Corporate Documents and the statutory registers of the Company to be updated to reflect the Resolutions, there are no resolutions, agreements, documents or arrangements which materially affect, amend or vary the transactions contemplated by the Registration Statement.
| 3. | QUALIFICATIONS |
3.1. We express no opinion as to the enforceability of any provision of the Transaction Documents which provides for the payment of a specified rate of interest on the amount of a judgment after the date of judgment or which purports to fetter the statutory powers of the Company. In addition, any provision expressly or impliedly providing that certain statements, calculations and/or certificates are incorrect on their face or fraudulent will not necessarily prevent judicial enquiry into the merits of a claim of an aggrieved party.
3.2. We express no opinion in respect of the enforceability of any provision in the Transaction Documents which purports to fetter the statutory powers of the Company.
3.3. We express no opinion with respect to the issuance of Ordinary Shares pursuant to any provision of the Transaction Documents that purports to obligate the Company to issue Ordinary Shares following the commencement of a winding up or liquidation of the Company.
3.4. Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands and there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Ordinary Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.
3.5. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands.
3.6. This opinion is issued solely for the purpose of filing of the Registration Statement and the issuance of the Ordinary Shares by the Company as described in the Registration Statement and is not to be relied upon by any other person, firm or entity or in respect of any other matter.
| 4. | OPINION |
On the basis of and subject to the foregoing, we are of the opinion that:
4.1. The Company is duly incorporated and existing under the laws of the Cayman Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Act (as revised) (the “Act”), a company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no knowledge that the company is in default under the Act.
| 4.2. | When issued and paid for in accordance with the Transaction Documents and recorded in the register of members of the Company, the Ordinary Shares will be validly issued, fully-paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue of such shares). |
We hereby consent to the filing of this opinion as exhibit 5.1 to the Report of the Foreign Private Issuer on Form 6-K filed with the Commission on the date hereof and further consent to all references to us in the Registration Statement, the Prospectus and the Prospectus Supplement and any amendments thereto. In giving this consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act, or the Rules and Regulations of the Commission promulgated thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
Yours faithfully,
/s/ Conyers Dill & Pearman LLP
Conyers Dill & Pearman LLP
Exhibit 10.1
SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of May 10, 2024 by and among China Jo-Jo Drugstores, Inc., a Cayman Islands exempted company (the “Company”), the purchasers listed on Schedule A hereto (the “Schedule of Purchasers”), each of which is herein referred to as a “Purchaser” and collectively, the “Purchasers” and, solely for the limited and express purpose of Section 2(b), Lei Liu (“Liu”).
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.
NOW THEREFORE, in consideration of the mutual agreements, representations, warranties and covenants herein contained, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions
(a) As used in this Agreement, the following terms shall have the following respective meanings:
(i) “Adverse Person” shall mean such Persons that is either (1) a Person listed (during any of the three completed calendar years prior to the date hereof) in China Medicine Retail Company Top 100 published by the Ministry of Commerce of the PRC, or (2) a Person listed (during any of the three completed calendar years prior to the date hereof) in China Medicine Store Chains Comprehensive Capabilities Top 100 published by the 21st Century Medicine Store, as well as any Associate or Subsidiary of such Persons in clauses (1) or (2).
(ii) “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.
(iii) “Associate” shall mean, with respect to any Person, any other Person (together with any individual, firm, corporation, partnership, trust and incorporated or unincorporated association controlling it, controlled by it or under the same control with it) which, directly or indirectly, through voting securities or contractual arrangements or otherwise, (i) holds or has the right to acquire 25% or more of the capital stock, either in terms of economic interests or voting power, of the Person specified; (ii) is the single largest shareholder of the Person specified, or (iii) has the power to appoint or nominate or designate at least one-third of the members of the board of directors (or other equivalent authority, as applicable) or one-third or more of the senior executive officers of the Person specified.
(iv) “Company Intellectual Property” shall mean all of the Intellectual Property owned by the Company or any of its Subsidiaries.
(v) “Company Intellectual Property Agreements” shall mean the contracts in effect as of the date of this Agreement: (i) under which the Company or any of its Subsidiaries is granted a right to any third party’s Intellectual Property that is material to the operation of the Company’s business as a whole, other than licenses and related services agreements for commercially available technology or Intellectual Property, or (ii) under which the Company or any of its Subsidiaries has licensed to third parties rights under any material Company Intellectual Property, other than customer, developer and reseller licenses and other agreements entered into in the ordinary course of business or in connection with the sale or licensing of Company products or services.
(vi) “Company Options” shall mean options to purchase Ordinary Share under any of the Company Stock Option Plans.
(vii) “Company Stock Option Plan” shall mean each share option plan, share award plan, share appreciation right plan, phantom share plan, share option, other equity or equity-based compensation plan, equity or other equity based award to any employee, whether payable in cash, shares or otherwise (to the extent not issued pursuant to any of the foregoing plans), or other plan or contract of any nature with any employee pursuant to which any share, option, warrant or other right to purchase or acquire shares of the Company or right to payment based on the value of Company shares has been granted or otherwise issued.
(viii) “Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.
(ix) “FCPA” shall mean the Foreign Corrupt Practices Act of 1977, as amended.
(x) “GAAP” shall mean United States generally accepted accounting principles.
(xi) “Governmental Entity” shall mean any national, provincial, state, municipal, local government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority.
(xii) “Intellectual Property” shall mean the rights associated with or arising under any of the following anywhere in the world: (i) patents and applications therefor; (ii) copyrights, copyright registrations and applications therefor, and all other corresponding rights in works of authorship, however denominated; (iii) rights in industrial designs and any registrations and applications therefor; (iv) trademark rights and corresponding rights in trade names, logos and service marks, trademarks or service marks, and registrations and applications therefor; (v) trade secrets rights and corresponding rights in confidential business and technical information and know-how (“Trade Secrets”); and (vi) any similar or equivalent rights to any of the foregoing anywhere in the world (as applicable).
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(xiii) “Knowledge” or any other similar knowledge qualification shall mean, the actual or constructive knowledge of such Person after due inquiry, and with respect to any Person that is not a natural person, the actual or constructive knowledge of such Person’s directors and officers, after due inquiry.
(xiv) “Legal Requirements” shall mean any national, provincial, state, municipal, local or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.
(xv) “Lien” shall mean any pledge, claim, lien, charge, encumbrance, option and security interest of any kind or nature whatsoever.
(xvi) “Material Adverse Effect” shall mean, when used in connection with an entity, any change, event, violation, inaccuracy, circumstance or effect that could have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document.
(xvii) “Nasdaq” shall mean the Nasdaq Capital Market.
(xviii) “Ordinary Share” shall mean an Ordinary Share of the Company, par value US$0.24 per share.
(xix) “Permits” shall mean all permits, licenses, variances, exemptions, orders and approvals from Governmental Entities.
(xx) “Permitted Liens” shall mean (i) statutory liens for taxes that are not yet due and payable, (ii) statutory liens to secure obligations to landlords, lessors or renters under leases or rental agreements, (iii) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by applicable law, (iv) statutory liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like liens, (v) liens in the ordinary course of business, and (vi) liens in favor of customs and revenue authorities arising as a matter of an applicable Legal Requirement to secure payments of customs duties in connection with the importation of goods.
(xxi) “Person” shall mean any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity.
(xxii) “PRC” shall mean the People’s Republic of China and solely for the purposes of this Agreement, exclude Hong Kong SAR, Macao SAR and Taiwan.
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(xxiii) “Predecessor” means China Jo-Jo Drugstores, Inc., a Nevada corporation and a predecessor to the Company.
(xxiv) “Preferred Shares” means the preferred shares of the Company, par value US$0.001 per share.
(xxv) “Prospectus” means the final prospectus filed for the Registration Statement.
(xxvi) “Prospectus Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the SEC and delivered by the Company to each Purchaser at the Closing.
(xxvii) “Registration Statement” means the effective registration statement with SEC (file No. 333-259692), which registers the sale of the Securities to the Purchasers.
(xxviii) “Rule 424” means Rule 424 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.
(xxix) “SEC” shall mean the U.S. Securities and Exchange Commission.
(xxx) “Securities” means the Ordinary Shares.
(xxxi) “Securities Act” shall mean the Securities Act of 1933, as amended.
(xxxii) “Subsidiaries” shall mean, when used with respect to any party, any corporation or other organization, whether incorporated or unincorporated, at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries. For the avoidance of doubt, the Subsidiaries of the Company shall include any variable interest entity over which the Company or any of its Subsidiaries effects control pursuant to contractual arrangements and which is consolidated with the Company in accordance with generally accepted accounting principles applicable to the Company.
(xxxiii) “Transaction Documents” means this Agreement and all exhibits and schedules hereto and thereto.
(b) The following capitalized terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each of the capitalized terms below:
Term |
Section where Defined | |
| Agreement | Preamble | |
| Board | 3(d)(iii) | |
| Closing | 2(c) | |
| Company | Preamble | |
| Company Balance Sheet | 3(d)(ii) | |
| Company Financials | 3(d)(ii) | |
| Company Permits | 3(l)(ii) | |
| Company SEC Reports | 3(d)(i) | |
| Correspondence | 6(b)(i) | |
| Irreparable Breach | 6(e)(iii) | |
| Purchase Shares | 2(a) | |
| Purchaser | Preamble | |
| Purchasers | Preamble | |
| Schedule of Purchasers | Preamble | |
| Trade Secrets | 1(a)(xii) |
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2. Purchase and Sale
(a) Purchase and Sale of the Purchase Shares. At the Closing, the Company hereby agrees to sell to the Purchasers, and the Purchasers hereby agree, severally but not jointly, to purchase, for a purchase price of US$1.70 per share (the “Purchase Price”), Ordinary Shares in the amounts listed on the Schedule of Purchasers (the “Purchase Shares”).
(b) Guaranteed Minimum Repurchase Price. To incentivize each of the Purchasers into entering this Agreement, Liu, Chief Executive Officer and Chairman of the Board of Directors of the Company, has voluntarily agreed to repurchase, in his individual capacity as a majority shareholder of the Company, all or part of the Ordinary Shares purchased by a Purchaser to this Agreement, within six month of the date of this Agreement, at a price of US$1.87 per share. Any Purchaser interested in the transaction contemplated in this Section 2(b) shall give written notice to Liu, within the time limit provided herein, in accordance with the notices provision set forth in Section 6(b)(iv). For the avoidance of doubt, the transaction contemplated in this Section 2(b) shall only apply to the Purchasers listed on Schedule A to this Agreement and shall not be transferrable or assignable to any Person not a party to this Agreement.
(c) Closing. At the closing (the “Closing”), the Company shall issue and sell the Purchase Shares to the Purchasers as indicated on the Schedule of Purchasers. The Closing shall take place remotely through the exchange of signature pages and documents electronically or by facsimile. The Closing shall take place on the first business day following the date of this Agreement or a later date as mutually agreed upon by all parties.
(d) Company Deliveries. At the Closing, the Company shall deliver to each Purchaser the following:
(i) this Agreement duly executed by the Company;
(ii) a book-entry account statement representing the Purchase Shares being purchased by such Purchaser at the Closing, as set forth opposite such Purchaser’s name in the Schedule of Purchasers;
(iii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).
(e) Purchaser Deliveries. At the Closing, each Purchaser deliver to the Company the following:
(i) this Agreement duly executed by such Purchaser;
(ii) the Purchase Price for the Purchase Shares the Purchaser is purchasing as indicated in the Schedule of Purchasers, made by wire transfer of funds to a bank account of the Company in accordance with the Company’s wire instructions.
3. Representations and Warranties of the Company. Except as set forth in the Company SEC Reports, the Company hereby represents and warrants to the Purchasers as follows:
(a) Organization; Good Standing; Qualification; Subsidiaries. The Company and each of its Subsidiaries is a corporation or other organization duly organized or incorporated (as applicable), validly existing and in good standing (when such concept is applicable) under the laws of the jurisdiction of its incorporation or organization, has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted as described in the Company SEC Reports. The Company is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified and in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.
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(b) Capitalization, Authorized Share Capital. The authorized share capital of the Company is US$36,010,000 divided into (i) 150,000,000 Ordinary Shares of a par value of US$0.24 each, and (ii) 10,000,000 Preferred Shares of a par value of US$0.001 each. As of the date hereof, 3,064,077 Ordinary Shares were issued and outstanding and none of the Preferred Shares were issued and outstanding. All of the outstanding shares of capital stock of Company are duly authorized and validly issued, fully paid and nonassessable and not subject to any preemptive rights.
(ii) Equity Incentive Plan. As of the date hereof: 0 Ordinary Shares are reserved for future issuance under the Company Stock Option Plan. All Ordinary Shares subject to issuance under the Company Stock Option Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable (including payment of the exercise price therefor), would be duly authorized and validly issued, fully paid and nonassessable. Except for outstanding Company Options, there are no outstanding or authorized restricted share units, share appreciations, phantom shares, profit participation or other forms of share-based awards with respect to the Company.
(iii) Other Securities. Other than the 16,875 shares of capital stock that are being held in reserve by the Company for its future issuance of shares underlying the warrants and/or options that were outstanding prior to the date hereof, there are no other securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or any of its Subsidiaries, or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. All outstanding Ordinary Shares, all outstanding Company Options, and all outstanding shares of capital stock of each Subsidiary of the Company have been issued and granted in compliance in all material respects with all applicable securities laws and other material Legal Requirements.
(c) Authorization; Non-Contravention.
(i) Authorization. All corporate action on the part of the Company necessary for the authorization, execution and delivery of this Agreement and the other Transaction Documents to which it is a party, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance, sale and delivery of the Purchase Shares has been taken prior to the date hereof, and each of this Agreement and the other Transaction Documents to which the Company is a party, when validly executed by each of the Purchasers, constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) to the extent the indemnification provisions contained therein may be limited by applicable federal or state securities laws.
(ii) Non-Contravention. The execution, delivery and performance by the Company of this Agreement and of the other Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Purchase Shares) will not (i) result in a violation of the Company’s charter documents (each as amended to date), (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any Subsidiary is a party, or (iii) subject to the consents set forth in Section 3(e), result in a violation of any Legal Requirement applicable to the Company or by which any property or asset of the Company or any Subsidiary is bound or affected.
(d) SEC Filings; Financial Statements; Internal Controls.
(i) SEC Filings. As of the date hereof, the Company or the Predecessor, as applicable, has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC. All such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC have been made available to the Purchasers or are publicly available in the Interactive Data Electronic Applications database of the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents, as amended, are referred to herein as the “Company SEC Reports.” As of their respective dates (or if subsequently amended or supplemented, on the date of such amendment or supplement), the Company SEC Reports (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder, with respect to any Company SEC Report. Neither the Company nor any of its executive officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.
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(ii) Financial Statements. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (the “Company Financials”): (i) complied in all material respects with the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-K, 20-F, 10 Q, 8 K, 6-K or any successor or like form under the Exchange Act); and (iii) fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of the Company’s operations and cash flows for the periods indicated. The balance sheet of the Company as of September 30, 2023 contained in the Company SEC Reports is hereinafter referred to as the “Company Balance Sheet.” Except as disclosed in the Company Financials, since the date of the Company Balance Sheet and through the date hereof, neither the Company nor any of its Subsidiaries has any liabilities required under GAAP to be set forth on a consolidated balance sheet which, individually or in the aggregate, would have a Material Adverse Effect on the Company.
(iii) Sarbanes-Oxley and Internal Controls. To the Knowledge of the Company, the Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof and as of the Closing. The Company has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the board of directors of the Company (the “Board”), and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries. Neither the Company nor, to the Knowledge of the Company, the Company’s independent auditors, has identified or been made aware of (A) any significant deficiency or material weakness, in each case which has not been subsequently remediated, in the system of internal accounting controls utilized by the Company and its Subsidiaries, taken as a whole, or (B) any fraud that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company.
(e) Governmental Consents. No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement and the transactions contemplated hereby, except for those that have been obtained on or prior to the date hereof.
(f) Brokers or Finders. The Company has not incurred, and shall not incur, directly or indirectly, any liability for any brokerage or finders’ fees or agents commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.
(g) Nasdaq. The Ordinary Shares are listed on Nasdaq. There are no proceedings to revoke or suspend such listing and the Company has not received any notice from Nasdaq, nor does the Company have Knowledge of any reason that the Company does not or will not meet the listing or maintenance requirements for continuing listing on Nasdaq.
(h) Valid Issuance of Securities. The Purchase Shares have been duly authorized, and the Purchase Shares, when issued, sold and delivered in accordance with the terms of this Agreement and upon payment of the Purchase Price therefor, will be validly issued, fully paid and nonassessable, and free and clear of all Liens (other than restrictions on transfer imposed by U.S. law (both state and federal) or other applicable securities laws and as set forth in the Transaction Documents).
(i) Offering. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on December 19, 2022, including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the SEC and no proceedings for that purpose have been instituted or, to the Knowledge of the Company, are threatened by the SEC. The Company, if required by the rules and regulations of the SEC, shall file the Prospectus Supplement with the SEC pursuant to Rule 424(b). The Company was at the time of the filing of the Registration Statement eligible to use Form F-3. The Company is eligible to use Form F-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities being sold pursuant to this offering.
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(j) No Material Adverse Effect. Since September 30, 2023, no event or circumstance has occurred that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company.
(k) Intellectual Property. (i) The Company Intellectual Property is owned by the Company or its Subsidiaries free and clear of Liens, other than (i) Permitted Liens, (ii) encumbrances, restrictions or other obligations arising under any of the Company Intellectual Property Agreements, or (iii) Liens that could not be reasonably expected to have a Material Adverse Effect on the Company.
(i) The Company and each of its Subsidiaries has taken reasonable steps consistent with applicable industry practice to protect and preserve the confidentiality of material confidential information that they wish to, or are obligated by third parties to, protect as Trade Secrets, and, to the Knowledge of the Company, there is no misappropriation from the Company of such Trade Secrets by any Person, except where such misappropriation could not reasonably be expected to have a Material Adverse Effect on the Company.
(ii) To the Knowledge of the Company, none of the Company or any of its Subsidiaries or any of its or their current products or services is infringing upon or otherwise violating the Intellectual Property of any third party, except where such infringement could not reasonably be expected to have a Material Adverse Effect on the Company.
(iii) As of the date of this Agreement, the Company has not received written notice of any suit, claim, action, investigation or proceeding made, conducted or brought by a third party that has been served upon or, to the Knowledge of the Company, filed or threatened in writing with respect to any alleged infringement or other violation in any material respect by the Company or any of its Subsidiaries or any of its or their current products or services or other operation of the Company’s or its Subsidiaries’ business of the Intellectual Property of such third party. As of the date of this Agreement, to the Knowledge of the Company, there is no pending or threatened claim challenging the validity or enforceability of, or contesting the Company’s or any of its Subsidiaries’ rights with respect to, any of the material Company Intellectual Property.
(iv) The execution and delivery of this Agreement by the Company, and the consummation of the transactions contemplated hereby, will not result in (i) the Company or its Subsidiaries granting to any third party any rights or licenses to any Company Intellectual Property, (ii) any right of termination or cancellation under any Company Intellectual Property Agreement, or (iii) the imposition of any Lien on any Company Intellectual Property, except where any of the foregoing (in clauses (i) through (iii)) would not have a Company Material Adverse Effect.
(l) Compliance; Permits.
(i) Compliance. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or in violation of any Legal Requirement applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective businesses or properties is bound or affected, except for conflicts, violations and defaults that would not have a Material Adverse Effect on the Company. As of the date hereof, no material investigation or review by any Governmental Entity is pending or, to the Knowledge of the Company, has been threatened in a writing delivered to the Company or any of its Subsidiaries, against the Company or any of its Subsidiaries. There is no judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries which has or would reasonably be expected to have a Material Adverse Effect on the Company.
(ii) Permits. The Company and its Subsidiaries hold, to the extent legally required, all Permits that are required for the operation of the business of the Company, as currently conducted, the failure to hold which would reasonably be expected to have a Material Adverse Effect on the Company (collectively, “Company Permits”). As of the date hereof, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of Company, threatened. The Company and its Subsidiaries comply in all material respects with the terms of the Company Permits.
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(m) Litigation. As of the date hereof, there are no claims, suits, actions or proceedings or, to the Knowledge of the Company, pending or threatened in writing against the Company or any of its Subsidiaries, before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator that seeks to restrain or enjoin the consummation of the transactions contemplated hereby or which would reasonably be expected, either singularly or in the aggregate with all such claims, actions or proceedings, to have a Material Adverse Effect on the Company.
(n) Ownership of Assets. Other than Permitted Liens, to the Knowledge of the Company, there are no Liens over or affecting the whole or any part of the material assets of the Company.
(o) Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the Knowledge of the Company or any Subsidiary, any agent or other Person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any Person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.
(p) Foreign Private Issuer. The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.
4. Representations, Warranties and Covenants of the Purchasers. Each of the Purchasers, severally and not jointly, represents and warrants to the Company as follows:
(a) Authorization. All corporate action on the part of the Purchaser necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations of the Purchaser hereunder and thereunder, has been taken prior to the date hereof, and each of this Agreement, when validly executed by the Company, constitutes a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(b) Purchase Entirely for Own Account. The Purchase Shares to be purchased by the Purchaser will be acquired for investment for the Purchaser’s own account, and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser is not a party to any contract, understanding, agreement or arrangement with any person to sell, transfer or otherwise dispose of any of the Purchase Shares purchased by it.
(c) Receipt of Information. The Purchaser has had an opportunity to ask questions of, and receive answers from, the Company regarding the terms and conditions of the issuance and sale of the Purchase Shares, and the business, properties, prospects and financial condition of the Company, and to obtain additional information (to the extent the Company possessed such information or could acquire such information without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access. In particular, the Purchaser acknowledges the receipt of the Company’s semi-annual report for the six months ended September 30, 2023. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 2(d) of this Agreement or the right of the Purchaser to rely thereon. The Purchaser acknowledges and understands that no Person other than the Company has been authorized to give any representations not contained in this Agreement in connection with the issuance and sale of the Purchase Shares and, if given or made, such information or representation must not be relied upon as having been authorized by the Company.
(d) Governmental Consents. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by the Purchaser in connection with the execution and delivery of this Agreement and the transactions contemplated hereby.
(e) Adverse Person. The Purchaser is not an Adverse Person.
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5. Conditions Precedent to Closing.
(a) Conditions to the Obligation of the Purchasers to Consummate the Closing. The obligation of each of the Purchasers to consummate the Closing and to purchase and pay for the Purchase Shares being purchased by it pursuant to this Agreement and the Prospectus and the Prospectus Supplement is subject to the satisfaction of the following conditions precedent:
(i) Representations and Warranties; Covenants.
(1) Each of the representations and warranties of the Company in Section 3 shall be true and correct in all respects as of the date of this Agreement and as of the date of the Closing as though made at that time.
(2) The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement prior to the date of Closing.
(3) The Company shall have prepared the form ready to be submitted to the Chinese Securities Regulatory Commission within three business days from the Closing of the transaction contemplated under this Agreement regarding this offering under its Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, which became effective on March 31, 2023.
(ii) Qualifications. All authorizations, approvals or Permits, if any, of any Governmental Entity that are required in connection with the lawful issuance, sale and purchase of the Purchase Shares, and the purchase and the procurement of foreign exchange for payment of the Purchase Price, pursuant to this Agreement shall have been duly obtained and effective as of the Closing.
(b) Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the Closing and to issue and sell the Purchase Shares to the Purchasers at the Closing is subject to the satisfaction of the following conditions precedent:
(i) Representations and Warranties; Covenants.
(1) Each of the representations and warranties of each Purchaser in Section 4 shall be true and correct in all respects as of the date of this Agreement and as of the date of the Closing as though made at that time.
(2) Each of the Purchasers shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement prior to the date of Closing.
(ii) Qualifications. All authorizations, approvals or Permits, if any, of any Governmental Entity that are required in connection with the lawful issuance and sale of the Purchase Shares pursuant to this Agreement shall be duly obtained and effective as of the Closing.
6. Miscellaneous Provisions.
(a) Public Statements or Releases. None of the parties to this Agreement shall make, issue, or release any announcement, whether to the public generally, or to any of its suppliers or customers, with respect to this Agreement or the transactions provided for herein, or make any statement or acknowledgment of the existence of, or reveal the status of, this Agreement or the transactions provided for herein, without the prior consent of the other parties, which shall not be unreasonably withheld or delayed, provided, that nothing in this Section 6(a) shall prevent any of the parties hereto from making such public announcements as it may consider necessary in order to satisfy any Legal Requirements applicable to it, but to the extent not inconsistent with such Legal Requirements, it shall provide the other parties with an opportunity to review and comment on any proposed public announcement before it is made.
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(b) Notices.
(i) Any notices, reports or other correspondence (hereinafter collectively referred to as “Correspondence”) required or permitted to be given hereunder shall be sent by international courier, facsimile, electronic mail or delivered by hand to the party to whom such Correspondence is required or permitted to be given hereunder. Where a notice is sent by overnight courier, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through an internationally recognized express courier service, delivery fees pre paid, and to have been effected three (3) business days following the day the same is sent as aforesaid. Where a notice is delivered by facsimile, electronic mail, by hand or by messenger, service of the notice shall be deemed to be effected upon delivery; provided that facsimile or electronic mail alone does not constitute an effective notice.
(ii) All Correspondence to the Company shall be addressed as follows:
China
Jo-Jo Drugstores, Inc.
4th Floor, Building 5, Renxin Yaju,
Gong Shu District, Hangzhou City,
Zhejiang
Province, China, 310014
Attn: Chief Financial Officer
frank.zhao@jojodrugstores.com
(iii) All Correspondence to any Purchaser shall be sent to such Purchaser at the address set forth under such Purchaser’s name on the Schedule of Purchasers.
(iv) Solely for the limited and express purpose of Section 2(b), all Correspondence to Liu shall be addressed as follows:
China Jo-Jo Drugstores, Inc.
4th Floor, Building 5, Renxin Yaju,
Gong Shu District, Hangzhou City
Zhejiang
Province, China, 310014
Attn: Mr. Lei Liu, Chief Executive Officer and Director
(v) Any entity may change the address to which Correspondence to it is to be addressed by notification as provided for herein.
(c) Captions. The captions and paragraph headings of this Agreement are solely for the convenience of reference and shall not affect its interpretation.
(d) Severability. Should any part or provision of this Agreement be held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Agreement shall remain binding upon the parties hereto.
(e) Governing Law; Arbitration; Injunctive Relief.
(i) This Agreement shall be governed by and construed in accordance with the internal and substantive laws of the State of New York.
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(ii) Other than as set forth in Section 6(e)(iii), each of the parties hereto irrevocably (i) agrees that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, may be settled by arbitration to be held in the Borough of Manhattan in The City of New York in accordance with the rules then in effect of the American Arbitration Association, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration, and (iii) submits to the non-exclusive jurisdiction of the State of New York in any such arbitration or to the jurisdiction of state of federal courts in the state of New York in any of the legal actions or claims. If submitted to arbitration in any jurisdiction, the decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorney fees.
(iii) Each of the parties hereto acknowledges and agrees that damages will not be an adequate remedy for any material breach or violation of this Agreement if such material breach or violation would cause immediate and irreparable harm (an “Irreparable Breach”). Accordingly, in the event of a threatened or ongoing Irreparable Breach, each party hereto shall be entitled to seek, in any court of law of competent jurisdiction, equitable relief of a kind appropriate in light of the nature of the ongoing or threatened Irreparable Breach, which relief may include, without limitation, specific performance or injunctive relief; provided, however, that if the party bringing such action is unsuccessful in obtaining the relief sought, the moving party shall pay the non-moving party’s reasonable costs, including attorney’s fees, incurred in connection with defending such action. Such remedies shall not be the parties’ exclusive remedies but shall be in addition to all other remedies provided in this Agreement.
(f) Amendment. This Agreement may not be amended, modified or terminated, and no rights or provisions may be waived, except with the written consent of the Company and Purchasers.
(g) Expenses. Each party will bear its own costs and expenses in connection with the drafting and negotiation of this Agreement and the other Transaction Documents.
(h) Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (except by merger, share sale, consolidation, reorganization or similar transaction) and no Purchaser may assign any or all of its rights under this Agreement to an Adverse Person or without the prior written consents of the Company. Any purported assignment in violation of this Section shall be void.
(i) Survival. The respective representations and warranties given by the parties hereto shall terminate upon the earlier of (i) the first anniversary of the Closing, and (ii) the date on which this Agreement is terminated in accordance with Section 6(m) of this Agreement. Notwithstanding any applicable statute of limitations, any claim with respect to the failure of a representation or warranty to be true and correct (other than as a result of fraud or willful misconduct) that is not asserted within such timeframes may not be pursued and is hereby irrevocably waived after such time.
(j) Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.
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(k) Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto respecting the subject matter hereof and supersedes all prior agreements, negotiations, understandings, representations and statements respecting the subject matter hereof, whether written or oral. No modification, alteration, waiver or change in any of the terms of this Agreement shall be valid or binding upon the parties hereto unless made in writing and in accordance with the provisions of Section 6(f) hereof.
(l) Counterparts; Reproductions. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. A facsimile, portable document file (PDF) or other reproduction of this Agreement may be executed by one or more parties and delivered by such party by facsimile, electronic mail or any similar electronic transmission pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes.
(m) Termination.
(i) This Agreement may be terminated, and the transactions contemplated hereby abandoned at any time, by mutual consent of the Company and Purchasers. This Agreement may also be terminated (x) by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the Company, or (y) by the Company, by written notice to the Purchasers, in each case if the Closing has not been consummated on or before the tenth (10th) day following the date hereof; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties), and provided, further, that the right of any party to terminate this Agreement shall not be available to any party who’s action or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a material breach of this Agreement.
(ii) If terminated, this Agreement shall become void and there shall be no liability or obligation on the part of any party hereto or their respective officers, directors or Affiliates; provided, however, that (1) each party shall remain liable for any breach of this Agreement prior to its termination, and (2) the provisions of this Section 6 shall remain in full force and effect and survive any termination.
(n) WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
(Remainder of Page Intentionally Left Blank)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| CHINA JO-JO DRUGSTORES, INC.: | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature Page to Share Purchase Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| PURCHASER: | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature Page to Share Purchase Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| PURCHASER: | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature Page to Share Purchase Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| LIU, solely for the limited and express purpose of Section 2(b): | |
| Lei Liu |
[Signature Page to Share Purchase Agreement]
Schedule A
SCHEDULE OF PURCHASERS
| Name | # of Shares | Address | ||||||
Exhibit 99.1
China Jo-Jo Drugstores Announces $2.74 Million Registered Direct Offering
HANGZHOU, China, May 10, 2024 /PRNewswire/ — China Jo-Jo Drugstores, Inc. (Nasdaq: CJJD) (“Jo-Jo Drugstores” or the “Company”), a leading online and offline retailer, wholesale distributor of pharmaceutical and other healthcare products and healthcare provider in China, today announced that it has entered into definitive agreements with a number of investors providing for the issuance of 1.61 million ordinary shares, at a purchase price of $1.70 per share, in a registered direct offering for aggregate gross proceeds of approximately $2.74 million. The closing of the sale of the securities is expected to occur on or about May 17, 2024, subject to satisfaction of customary closing conditions.
Jo-Jo Drugstores intends to use the net proceeds from the offering for general corporate purposes and working capital.
The ordinary shares described above are being offered pursuant to a “shelf” registration statement on Form F-3 (File No. 333-259692), which was declared effective by the United States Securities and Exchange Commission (the “SEC”) on December 19, 2022. The ordinary shares described above may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. When filed with the SEC, copies of the final prospectus supplement and the accompanying prospectus relating to the registered direct offering may be obtained at the SEC’s website at http://www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About China Jo-Jo Drugstores, Inc.
China Jo-Jo Drugstores, Inc. (“Jo-Jo Drugstores” or the “Company”), is a leading online and offline retailer and wholesale distributor of pharmaceutical and other healthcare products and a provider of healthcare services in China. Jo-Jo Drugstores currently operates an online pharmacy and retail drugstores with licensed doctors on site for consultation, examination and treatment of common ailments at scheduled hours. It is also a wholesale distributor of products similar to those carried in its pharmacies. For more information about the Company, please visit http://jiuzhou360.com. The Company routinely posts important information on its website.
Forward-Looking Statements
This press release contains information about the Company’s view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets into its portfolio of products and services, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary to meet the requirements of its clients, and its ability to protect its intellectual property. The Company’s encourages you to review other factors that may affect its future results in the Company’s annual reports and in its other filings with the Securities and Exchange Commission.
For more information, please contact:
Company Contact:
Frank Zhao
Chief Financial Officer
+86-571-88077108
frank.zhao@jojodrugstores.com
Investor Relations Contact:
Tina Xiao
Ascent Investor Relations LLC
+1- 646-932-7242
investors@ascent-ir.com