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Item 1.01
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Entry into a Material Definitive Agreement
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On April 11, 2019, China Jo-Jo Drugstores,
Inc. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreement”) with certain
institutional 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 4,000,008 shares (the “Shares”)
of the common stock, par value $0.001 per share, of the Company (“Common Stock”), at a purchase price of $2.50 per
Share, for aggregate gross proceeds to the Company of $10,000,020.
The Company also agreed to sell to the
Investors, in a concurrent private placement, unregistered warrants to purchase up to an aggregate of 3,000,006 shares of
Common Stock at an exercise price of $3.00 per share (the “Warrants”). The Warrants shall be initially
exercisable six months following issuance and expire five and one-half years from the issuance date of the Warrants. The
exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants (the “Warrant
Shares”) are subject to adjustment in the event of stock splits or dividends, or other similar transactions, but not as
a result of future securities offerings at lower prices. Within 30 business days from the date of the Purchase Agreement, the
Company shall file a registration statement on Form S-1 providing for the resale by the Investors of the Warrant Shares and
use commercially reasonable best efforts to cause such registration to become effective no later than 90 business days from
the date of the Purchase Agreement.
Net proceeds to the Company from the sale of
the Shares and the Warrants (such transaction, the “Offering”), after deducting estimated offering expenses and placement
agent fees, are expected to be approximately $9.28 million. The Offering is expected to close on or about April 15, 2019, subject
to satisfaction of customary closing conditions.
With respect to the Shares, the Offering
is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-230686), which was
originally filed with the Securities and Exchange Commission on April 2, 2019 and was declared effective on April 10, 2019. With
respect to the Warrants, the Offering is being made pursuant to Regulation D of the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
H.C. Wainwright
& Co., LLC (the “Placement Agent”) acted as exclusive placement agent in connection with the Offering
pursuant to an engagement agreement between the Company and the Placement Agent dated April 10, 2019 (the “Engagement
Agreement”). The Engagement Agreement provides that the Placement Agent will receive a commission equal to 6% of the
aggregate gross proceeds of the Offering. The Placement Agent (or its designees) shall also receive warrants to purchase such
number of shares of Common Stock as is equal to 6% of the aggregate number of shares of Common Stock sold in the Offering, or
240,000 warrants, with substantially the same terms as the Warrants being issued to the Investors, except that the Placement
Agent’s warrants will expire on April 11, 2024 and the warrants exercise price shall be $3.125.
In the Purchase Agreement, the Investors
were given a right of participation to invest in up to 50% of future offerings for up to 12 months following the closing of the
Offering, subject to certain exceptions. The Purchase Agreement prohibits the Company from issuing any Common Stock (or Common
Stock equivalents) for 90 calendar days following the closing of the Offering, and from entering into any agreement to effect any
“variable rate transaction” for so long as the Investor holds any of the Warrants.
The Warrants provide that, if at any time
while the Warrants are outstanding, the Company consummates a fundamental transaction, as described in the Warrants, and which
term generally includes, but is not limited to: (i) any consolidation or merger into another corporation, (ii) the consummation
of a transaction whereby another person or entity acquires more than 50% of our outstanding voting stock, or (iii) the sale of
all or substantially all of our assets, then each holder will have the right to require the Company (or any successor thereto)
to repurchase such holder’s Warrants for an amount of cash equal to the Black-Scholes value of the remaining unexercised
portion of such holder’s Warrants.
A copy of each of
the Purchase Agreement, the Engagement Agreement and the form of Warrant is attached hereto as Exhibit 10.1, Exhibit 10.2 and
Exhibit 4.1, respectively, and is incorporated herein by reference.