Current Report Filing (8-k)
September 29 2021 - 3:29PM
Edgar (US Regulatory)
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0001696558
2021-09-29
2021-09-29
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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):
September 29, 2021
Jerash Holdings (US), Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-38474
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81-4701719
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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277 Fairfield Road, Suite 338, Fairfield, NJ
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07004
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(Address of principal executive offices)
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(Zip Code)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common stock, par value $0.001 per share
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JRSH
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The NASDAQ Stock Market LLC
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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.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information included in this Current Report
contains forward-looking statements about Jerash Holdings (US), Inc., a Delaware corporation (the “Company”), that involve
substantial risks and uncertainties. The Company intends such statements, and all subsequent forward-looking statements attributable to
the Company, to be expressly qualified in their entirety by these cautionary statements and covered by the safe harbor provisions for
forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Section
27A of the Securities Act of 1933, as amended, or the Securities Act. All statements included in this Current Report, other than statements
of historical fact, are forward-looking statements for purposes of these provisions, including projections of earnings, revenue, or other
financial items, statements of the plans and objectives of our management for future operations or transactions, and statements of assumptions
underlying any of the foregoing. The Company encourages readers of forward-looking information concerning the Company to refer to its
filings with the U.S. Securities and Exchange Commission, including without limitation, its most recent Annual Report on Form 10-K, its
Quarterly Reports on Form 10-Q, and other filings with the U.S. Securities and Exchange Commission that set forth certain risks and uncertainties
that may have an impact on future results and direction of the Company. Such risks and uncertainties may include, but are not limited
to, the risks that the offering of common stock may not close and that the funds raised may not meet the Company’s needs.
All forward-looking statements included in this
Current Report speak only as of the date made, are based on information available to the Company as of such date, and are subject to change.
The Company assumes no obligation to update or revise any forward-looking statement. If the Company does update or correct one or more
forward-looking statements, readers should not conclude that it will make additional updates or corrections. Although the Company believes
that the assumptions and expectations reflected in the forward-looking statements included or incorporated by reference in this Current
Report are reasonable, its actual results will likely differ, and may differ materially, from anticipated results. Readers should not
unduly rely on any such forward-looking statements.
Item 7.01 Regulation FD Disclosure.
On September 29, 2021, the Company announced
the commencement of an underwritten public offering of its common stock, including shares to be offered by a selling stockholder,
Merlotte Enterprise Limited (“Merlotte”), and the Company and Merlotte expect to grant the underwriters a 30-day
option to purchase additional shares of common stock in connection therewith (the “Offering”). A copy of
the press release announcing the commencement of the Offering is attached as Exhibit 99.1 to this Current Report.
In connection with the Offering, the Company has
provided prospective investors with a prospectus supplement containing the following disclosure noting certain recent developments:
Recent Development
Fiscal 2022 Second Quarter Preliminary
Financial Results
The preliminary
financial information included below is subject to completion of our quarter-end close procedures and further financial review. Actual
results may differ from these estimates as a result of the completion of our quarter-end closing procedures, review adjustments, and other
developments that may arise between now and the time such financial information for the period is finalized. As a result, these estimates
are preliminary, may change, and constitute forward-looking information and, as a result, are subject to risks and uncertainties. These
preliminary estimates should not be viewed as a substitute for full interim financial statements prepared in accordance with United States
generally accepted accounting principles, and they should not be viewed as indicative of our results for any future period. Our independent
registered public accountants have not audited, reviewed, compiled, or performed any procedures with respect to these estimated financial
results and, accordingly, do not express an opinion or any other form of assurance with respect to these preliminary estimates.
Our revenue for
the second quarter ending September 30, 2021 is projected to be between $44 million and $46 million with net income between $3.9 million
and $4.1 million.
The information set forth in this Item 7.01 is
intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
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JERASH HOLDINGS (US), INC.
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September 29, 2021
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By:
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/s/ Choi Lin Hung
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Choi Lin Hung
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Chairman of the Board of Directors,
Chief Executive Officer, President, and Treasurer
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