6-K
Jin Medical International Ltd. (ZJYL)
UNITED STATES
SECURITIES ANDEXCHANGE COMMISSION
Washington, D.C.20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2023
Commission File Number: 001-41661
JIN MEDICAL INTERNATIONAL LTD.
No. 33 Lingxiang Road, Wujin District
Changzhou City, Jiangsu Province
People’s Republic of China
(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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
On April 6, 2023, Prime Number Capital, LLC, as the representative of the underwriters of the initial public offering (“IPO”) of Jin Medical International Ltd. (the “Company”), partially exercised the over-allotment option to purchase an additional 47,355 ordinary shares at the IPO price of $8.00 per share. As a result, the Company has raised gross proceeds of $378,840, in addition to the previously announced IPO gross proceeds of $8,000,000, before deducting underwriting discounts and offering expenses.
The Company issued a press release announcing the partial exercise of the over-allotment option on April 6, 2023. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated by reference herein.
This report does not constitute an offer to sell, or the 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.
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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.
| JIN MEDICAL INTERNATIONAL LTD. | ||
|---|---|---|
| Date: April 6, 2023 | By: | /s/ Erqi Wang |
| Name: | Erqi Wang | |
| Title: | Chief Executive Officer |
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EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release on Partial Exercise of the Over-allotment Option |
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Exhibit 99.1
Jin Medical International Ltd. Announces Exercise of the Underwriters’Over-Allotment Option
Changzhou City, China, Apr. 6, 2023 – Jin Medical International Ltd. (the “Company” or “JinMed”) (NASDAQ: ZJYL), a Cayman Islands holding company with Chinese operating entities that manufacture and develop wheelchairs and living aids products, today announced that Prime Number Capital, LLC, as the representative of the underwriters of the Company’s initial public offering (“IPO”), has partially exercised the over-allotment option to purchase an additional 47,355 ordinary shares at the IPO price of $8.00 per share. As a result, the Company has raised gross proceeds of $378,840, in addition to the previously announced IPO gross proceeds of $8,000,000, before deducting underwriting discounts and offering expenses.
Prime Number Capital, LLC acted as the sole bookrunner for the IPO. SBI China Capital Financial Services Limited acted as the co-manager for the IPO. Hunter Taubman Fischer & Li LLC acted as counsel to the Company, and Kaufman & Canoles, P.C. acted as counsel to the underwriters.
A registration statement on Form F-1 (File No. 333-259767) relating to the IPO, as amended, has been filed with the Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on March 27, 2023. The IPO was being made only by means of a prospectus. Copies of the final prospectus related to the IPO may be obtained from Prime Number Capital, LLC by email at [email protected]. In addition, a copy of the final prospectus can also be obtained via the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, 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 registration or qualification under the securities laws of any such state or jurisdiction.
About Jin Medical International Ltd.
Founded in 2006 and headquartered at Changzhou City, Jiangsu Province of China, the Company, through its Chinese operating entities, designs and manufactures wheelchairs and living aids products for people with disabilities, the elderly, and people recovering from injuries. The Company’s Chinese operating entities operate 2 manufacturing plants with approximately 228,257 square feet in the aggregate in Changzhou City and Taizhou City, Jiangsu Province, China. The Company’s Chinese operating entities have established relationships with over 40 distributors in China, and over 20 in the other regions of the world where it currently sells the products. The majority of its wheelchair products, with more than 30 models, are sold to dealers in Japan and China, including Nissin Medical Industries Co., Ltd, one of the largest medical device distributors in Japan. The Company’s Chinese operating entities own 106 patents and are in the process of registering 22 additional patents with the Patent Administration Department of the People’s Republic of China and continuously deliver innovative wheelchair designs that are both lightweight and ergonomic each year. For more information, please visit: http://www.zhjmedical.com.
Forward-Looking Statement
This press release contains forward-lookingstatements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance,and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as“may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,”“estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements.These forward-looking statements include, without limitation, the Company’s statements regarding the expected trading of its OrdinaryShares on the Nasdaq Capital Market and the closing of the Offering. Forward-looking statements are not guarantees of future performanceand involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed inthe forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertaintiesrelated to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussedin the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investorsare cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussedin the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publiclyrevise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
Underwriters
Prime Number Capital LLC
Ms. Xiaoyan Jiang, Chairwoman
Email：[email protected]
Phone: 516-582-9666
Investor Relations
Wealth Financial Services LLC
Janice Wang
Email: [email protected]
Phone: +86 13811768599
+1 628 283 9214