CHINA JO-JO DRUGSTORES, INC. (Form: 8-K, Received: 12/02/2015 16:12:07)

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): November 27, 2015

CHINA JO-JO DRUGSTORES, INC.

(Exact name of Registrant as specified in charter)

Nevada		001-34711		98-0557852
(State or other jurisdiction of Incorporation)		(Commission File No.)		(IRS Employer Identification No.)

1st Floor, Yuzheng Plaza, No. 76, Yuhuangshan Road

Hangzhou, Zhejiang Province

People’s Republic of China 310002

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: +86 (571) 88077078

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

☐ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Equity Award Grants to Directors and Officers

On November 27, 2015, the Compensation Committee of the Board of Directors of China Jo-Jo Drugstores, Inc., a Nevada corporation (the “Company”), approved the grant of 400,000 shares of restricted stock to its directors and officers under the Company’s 2010 Equity Incentive Plan, as amended, as below: (i) 210,000 shares to Mr. Lei Liu, Chairman and Chief Executive Officer; (ii) 160,000 shares to Ms. Li Qi, a director and the Company’s secretary, (iii) 10,000 shares to Mr. Ming Zhao, Chief Financial Officer; and (iv) 10,000 shares to each of Mr. Genghua Gu and Ms. Zhimin Su, each an independent director (collectively, the “Stock Grants”). All the restricted stock vested immediately.

The Stock Grants were made on the terms of the Company’s Form of Restricted Stock Grant Agreement, as amended and filed as Exhibit 10.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following is filed as an exhibit to this report:

Exhibit No.		Description
10.1		Form of the Restricted Stock Award Agreement

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 hereunto duly authorized.

Date: December 2, 2015

	CHINA JO-JO DRUGSTORES, INC.

	By:	/s/ Lei Liu
	Name:	Lei Liu
	Title:	Chief Executive Officer

Exhibit 10.1

CHINA JO-JO DRUGSTORES, INC.

RESTRICTED STOCK AWARD AGREEMENT

UNDER THE 2010 EQUITY INCENTIVE PLAN

Grantee:

Grant Date:

Number of Shares:

Original Value:	$

Pursuant to the China Jo-Jo Drugstores, Inc. 2010 Equity Incentive Plan (the “ Plan ”) as amended through the date hereof, China Jo-Jo Drugstores, Inc. (the “ Company ”) hereby grants a Restricted Stock Award (an “ Award ”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of common stock of the Company, par value $.001 per share (“ Par Value ”), specified above (the “ Shares ”) having a fair value per share (“ Original Value ”) equal to the amount specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the Original Value of the Shares in the form of cash, past or future services rendered by the Grantee to the Company, a subsidiary of the Company and/or an affiliated or related entity which the Company controls (the “ Company ”), or such other form of consideration as is acceptable to the Committee.

1. Acceptance of Award . The Grantee shall have no rights with respect to this Award unless he or she shall have accepted this Award by signing and delivering to the Company a copy of this Award Agreement. Upon acceptance of this Award by the Grantee, the Shares so accepted shall be issued and held by the Company’s transfer agent in book entry form, subject to Section 3, and the Grantee’s name shall be entered as the stockholder of record on the books of the Company. Thereupon, the Grantee shall have all the rights of a stockholder with respect to such shares, including voting and dividend rights, subject, however, to the restrictions and conditions specified in Section 2 below.

2. Restrictions and Conditions .

2.1 The Award granted herein may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of by the Grantee prior to vesting.

2.2 In the event Grantee's employment or service as a director/consultant is terminated by the Company “for cause” (as defined below) or by Grantee for any or no reason, any portion of the Award not vested at the time of such termination shall be automatically forfeited by the Grantee as of the date of such termination. Termination “for cause” means (i) as to employees or consultants, termination for cause by the Company as defined in the Plan, this Agreement or in any employment or consulting agreement between the Company and Grantee, or (ii) as to directors, removal pursuant to the Nevada Revised Statutes.

2.3 In the event Grantee’s employment or service as a director/consultant is terminated due to the Disability (as defined in the Plan) or death of Grantee, or other than “for cause” as defined in Section 2.2 above, the Award shall fully vest on the date of such termination and be free of any restrictions.

2.4 The Award shall further be subject to the restrictions and conditions set forth in the Plan, including the limitations on transferability.

3. Vesting . The Shares shall vest immediately and Sections 2.1 to 2.3 herein are not applicable.

4. Dividends . Dividends on the Shares, if any are declared, shall be paid currently to the Grantee and shall be subject to the same restrictions as the Shares with regard to which they are issued.

5. Incorporation of Plan . Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Committee set forth in Section 1.4 of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

6. Notices . Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

7. Invalid Provision . The invalidity or unenforceability of any particular provision thereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.

8. Modifications . No change, modification or waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the parties hereto.

9. Entire Agreement . This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior communications, representations and negotiations in respect thereto.

10. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

CHINA JO-JO DRUGSTORES, INC.			GRANTEE

By:
Name:			Name:
Its: