Exhibit 10.1
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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): July 14, 2021
Jerash Holdings (US), Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38474 | 81-4701719 | ||
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(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| 277 Fairfield Road, Suite 338, Fairfield, NJ | 07004 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number including area code: (214) 906-0065
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, par value $0.001 per share | JRSH | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 1.01 Entry into a Material Definitive Agreement.
On July 14, 2021, Jerash Holdings (US), Inc. (the “Company”), through its wholly owned subsidiary Jerash Garments and Fashions Manufacturing Co., Ltd. (“Jerash Garments”), entered into a Sale and Purchase Contract (the “Agreement”) with Kawkab Venus Al Dowalyah Lisenaet Albesah (the “Seller”). Pursuant to the Agreement, the Seller agreed to sell, and Jerash Garments agreed to purchase, 100% of the ownership interests in Kawkab Venus Al Dowalyah for Garment Manufacturing LLC for a consideration of $2.7 million. The Agreement contains customary representations and warranties of Jerash Garments and the Seller, customary conditions to closing, other obligations and rights of the parties, and termination provisions.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
Item 8.01 Other Events.
On July 20, 2021, the Company issued a press release to announce the entry into the Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|
Exhibit
Number |
Exhibit | |
| 10.1 | Sale and Purchase Contract dated July 14, 2021 by and between Jerash Garments and the Seller | |
| 99.1 | Press Release dated July 20, 2021 |
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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 hereunto duly authorized.
| JERASH HOLDINGS (US), INC. | ||
| July 20, 2021 | By: | /s/ Choi Lin Hung |
| Choi Lin Hung | ||
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Chairman of the Board of Directors,
Chief Executive Officer, President, and Treasurer |
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Exhibit 10.1
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Exhibit 99.1
Jerash Holdings Signs Definitive Agreement to Acquire Land and Building
Transaction Complements Previously Announced Acquisition
of MK Garments’ Manufacturing Factory
FAIRFIELD, NJ, July 20, 2021 - Jerash Holdings (US), Inc. (Nasdaq: JRSH) (the “Company” or “Jerash”), which manufactures and exports custom, ready-made, sports and outerwear for leading global brands, today announced its wholly owned subsidiary, Jerash Garments and Fashions Manufacturing Co., Ltd., has signed a definitive agreement with Kawkab Venus Al Dowalyah Lisenaet Albesah to acquire the physical premises of the previously announced MK Garments manufacturing factory, in Amman, Jordan, for $2.7 million in cash.
The physical premises being acquired consist of a 71,000 square-foot building and land that house the apparel manufacturing operations. The transaction, which is expected to be completed by November 2021, complements Jerash’s previously announced acquisition of the factory of MK Garments, which is expected to close in August.
“We are pleased to have executed this part of the agreement, under which Jerash will own the building and land for the manufacturing operations,” said Sam Choi, Chairman and Chief Executive Officer. “This transaction enables us to save on operational expenses and gives us flexibility for future expansion as our business continues to grow. We already are receiving orders for this new facility, which is expected to allow Jerash to increase production capacity by approximately 20 percent.”
About Jerash Holdings (US), Inc.
Jerash Holdings (US), Inc. manufactures and exports custom, ready-made, sports and outerwear for leading global brands and retailers, including Walmart, Costco, New Balance, G-III (which owns brands such as Calvin Klein, Tommy Hilfiger, DKNY, and Guess), American Eagle, and VF Corporation (which owns brands such as The North Face, Timberland, and JanSport). Jerash’s existing production facilities comprise four factory units, one workshop, and four warehouses, and Jerash currently employs approximately 4,500 people. The total annual capacity at its facilities was approximately 12.0 million pieces as of March 31, 2021. Additional information is available at www.jerashholdings.com.
Forward Looking Statements
This news release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words “may,” “would,” “could,” “will,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “expect” and similar expressions are intended to identify forward-looking statements. Such statements, including, but not limited to, the completion of the acquisition of the apparel facility and the physical premises in Amman, Jordan, reflect Jerash’s current views with respect to future events and are subject to such risks and uncertainties. Many factors could cause actual results to differ materially from the statements made, including those risks described from time to time in filings made by Jerash with the Securities and Exchange Commission. In addition, there is uncertainty about the further spread of the COVID-19 virus or the occurrence of another wave of cases and the impact it may have on the Company’s operations, the demand for the Company’s products, global supply chains and economic activity in general. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated or expected. Statements contained in this news release regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Jerash does not intend and does not assume any obligation to update these forward-looking statements, other than as required by law.
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Contact:
PondelWilkinson Inc.
Judy Lin Sfetcu or Roger Pondel
310-279-5980
jsfetcu@pondel.com