UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On September 29, 2021, Jerash Holdings (US), Inc. (the “Company”) announced the pricing of an underwritten public offering of 1,400,000 shares of its common stock at a public offering price of $7.00 per share (the “Offering”).
Earlier on the same day, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with D.A. Davidson & Co. and Lake Street Capital Markets, LLC as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), and Merlotte Enterprise Limited (the “Selling Stockholder”), relating to the Offering of 1,400,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), consisting of 1,000,000 shares of Common Stock to be issued and sold by the Company (the “Primary Securities”) and 400,000 shares of Common Stock to be sold by the Selling Stockholder (the “Secondary Securities” and, together with the Primary Securities, the “Securities”). Under the terms of the Underwriting Agreement, the Selling Stockholder has also granted the underwriters a 30-day option to purchase up to an additional 210,000 shares of Common Stock, on the same terms and conditions, to cover over-allotments, if any. The Offering closed on October 4, 2021.
The Securities were sold pursuant to the Company’s two registration statements on Form S-3 (File Nos. 333-258447 and 333-231395) (the “Registration Statements”) filed with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and became effective on August 23, 2021 and May 31, 2019, respectively.
The Company received net proceeds of approximately $6.25 million from the Offering, after deducting the underwriting discount and estimated offering expenses payable by the Company. The Company did not receive any of the proceeds from the sale of the Secondary Securities by the Selling Stockholder.
The Underwriting Agreement contains customary representations, warranties, covenants, and indemnification obligations of the Company, the Selling Stockholder, and the Underwriters, including for liabilities under the Securities Act, and other obligations of the parties. The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
In addition, the Company, the Selling Stockholder and the Company’s executive officers and directors have entered into “lock-up” agreements with the Underwriters, which generally prohibit the sale, transfer, or other disposition of securities of the Company for a 90-day period, subject to certain exceptions.
A copy of the legal opinion of Hunter Taubman Fischer & Li LLC relating to the validity of the Securities issued and sold in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Exhibit | |
| 1.1 | Underwriting Agreement, dated September 29, 2021, by and among Jerash Holdings (US), Inc., Merlotte Enterprise Limited, D.A. Davidson & Co. and Lake Street Capital Markets, LLC | |
| 5.1 | Opinion of Hunter Taubman Fischer & Li LLC | |
| 23.1 | Consent of Hunter Taubman Fischer & Li LLC (included in Exhibit 5.1) | |
| 99.1 | Press Release dated September 29, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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. | ||
| October 4, 2021 | By: | /s/ Choi Lin Hung |
| Choi Lin Hung | ||
|
Chairman of the Board of Directors, Chief Executive Officer, President, and Treasurer | ||
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