UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of
1934
Date
of report (Date of earliest event reported): October 27, 2009
CHINA
JO-JO DRUGSTORES, INC.
(Exact
name of registrant as specified in Charter)
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Nevada
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333-147698
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98-0557852
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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Room
507-513, 5th Floor, A Building, Meidu Plaza
Gongshu
District, Hangzhou, Zhejiang Province
People’s
Republic of China
(Address
of Principal Executive Offices)
+86
(571) 88077078
(Issuer Telephone
Number)
N/A
(Former name or
former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Forward
Looking Statements
This Form
8-K and other reports filed by China Jo-Jo Drugstores, Inc. (the “Registrant”)
from time to time with the Securities and Exchange Commission (collectively the
“Filings”) contain forward looking statements and information that are based
upon beliefs of, and information currently available to, the Registrant’s
management as well as estimates and assumptions made by the Registrant’s
management. When used in the Filings the words “anticipate”,
“believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of
these terms and similar expressions as they relate to the Registrant or the
Registrant’s management identify forward looking statements. Such
statements reflect the current view of the Registrant with respect to future
events and are subject to risks, uncertainties, assumptions and other factors
relating to the Registrant’s industry, operations and results of operations and
any businesses that may be acquired by the Registrant. Should one or
more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking
statements are reasonable, Registrant cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, Registrant does not intend
to update any of the forward-looking statements to conform these statements to
actual results.
Item
1.01
Entry into a
Material Definitive Agreement
On
October 27, 2009 (the “Effective Date”), the Registrant was made a party to a
series of amendments (collectively the “Amendments”) amending the terms of the
contractual arrangements governing the relationship between Zhejiang Jiuxin
Investment Management Co. Ltd. (“Jiuxin Management”), the Registrant’s indirect
wholly-owned subsidiary in the People’s Republic of China (the “PRC”), and each
of Hangzhou Jiuzhou Grand Pharmacy Chain Co., Ltd. (“Jiuzhou Pharmacy”),
Hangzhou Jiuzhou Clinic of Integrated Traditional and Western Medicine (General
Partnership) (“Jiuzhou Clinic”), Hangzhou Jiuzhou Medical & Public Health
Service Co., Ltd. (“Jiuzhou Service”, and collectively with Jiuzhou Pharmacy and
Jiuzhou Clinic, “HJ Group”), and their owners. HJ Group operates a
retail drugstore chain in Hangzhou, PRC, and the Registrant controls the three
HJ Group companies and their operations through the contractual
arrangements.
The
contractual arrangements were entered into on August 1, 2009, and are comprised
of a series of five agreements: consulting services agreement, operating
agreement, option agreement, voting rights proxy agreement and equity pledge
agreement. Other than the equity pledge agreement, the other four
agreements automatically terminate on May 1, 2010 if the Registrant does not
complete a financing of at least $25 million and the listing of its common stock
on the Nasdaq Capital Market by such date (the “Automatic Termination
Provision”). The Amendments remove the Automatic Termination
Provision from these four agreements, such that:
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·
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the
consulting services agreement shall remain in effect for the maximum
period of time permitted by law, unless sooner terminated by Jiuxin
Management or if either Jiuxin Management or an HJ Group company becomes
bankrupt or insolvent, or otherwise dissolves or ceases business
operations;
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·
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the
operating agreement shall remain in effect unless terminated by Jiuxin
Management;
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·
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the
option agreement shall remain in effect for the maximum period time
permitted by law; and
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·
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the
voting rights proxy agreement shall remain in effect for the maximum
period of time permitted by law.
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Otherwise,
the terms of these four agreements remain unchanged. The equity
pledge agreement also remains unchanged, and terminates two years after the HJ
Group companies have satisfied their respective obligations under the consulting
services agreement. The Registrant was made a party to the Amendments
for the sole purpose of acknowledging the Amendments. The Amendments
comply with applicable PRC law and do not in any way affect the Registrant’s
business operations.
The
foregoing description of the Amendments is qualified in its entirety by the
copies thereof attached as Exhibits 99.1 to 99.12 to this current report on Form
8-K.
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Item 9.01
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Financial
Statement and Exhibits.
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Exhibit
Number
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Description
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99.1
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Amendment
to Consulting Services Agreement between Jiuxin Management and Jiuzhou
Pharmacy dated October 27, 2009
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99.2
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Amendment
to Operating Agreement between Jiuxin Management and Jiuzhou Pharmacy
dated October 27, 2009
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99.3
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Amendment
to Option Agreement between Jiuxin Management and Jiuzhou Pharmacy dated
October 27, 2009
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99.4
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Amendment
to Voting Rights Proxy Agreement between Jiuxin Management and Jiuzhou
Pharmacy dated October 27, 2009
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99.5
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Amendment
to Consulting Services Agreement between Jiuxin Management and Jiuzhou
Clinic dated October 27, 2009
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99.6
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Amendment
to Operating Agreement between Jiuxin Management and Jiuzhou Clinic dated
October 27, 2009
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99.7
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Amendment
to Option Agreement between Jiuxin Management and Jiuzhou Clinic dated
October 27, 2009
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99.8
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Amendment
to Voting Rights Proxy Agreement between Jiuxin Management and Jiuzhou
Clinic dated October 27, 2009
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99.9
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Amendment
to Consulting Services Agreement between Jiuxin Management and Jiuzhou
Service dated October 27, 2009
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99.10
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Amendment
to Operating Agreement between Jiuxin Management and Jiuzhou Service dated
October 27, 2009
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99.11
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Amendment
to Option Agreement between Jiuxin Management and Jiuzhou Service dated
October 27, 2009
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99.12
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Amendment
to Voting Rights Proxy Agreement between Jiuxin Management and Jiuzhou
Service dated October 27,
2009
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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.
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Date: October
30, 2009
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China
Jo-Jo Drugstores, Inc.
(Registrant)
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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
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