ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.





Agreement and Plan of Merger

On May 14, 2021, China Jo-Jo Drugstores, Inc., a Nevada corporation (the "Company") and China Jo-Jo Drugstores Holdings, Inc., an exempted company incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of the Company ("CJJD Cayman") entered into a definitive agreement and plan of merger (the "Merger Agreement") related to a proposed merger transaction. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company will merge with and into CJJD Cayman (the "Redomicile Merger"), with CJJD Cayman surviving and changing its name to China Jo-Jo Drugstores, Inc. Following the Redomicile Merger, CJJD Cayman, together with its subsidiaries, will own and continue to conduct the Company's business in substantially the same manner as is currently being conducted by the Company and its subsidiaries.

Subject to the terms and conditions of the Merger Agreement, upon completion of the Redomicile Merger, each share of common stock of the Company issued and outstanding immediately prior to the effective time of the Redomicile Merger (the "Effective Time") will be converted into the right to receive one ordinary share of CJJD Cayman.

At the Effective Time, all existing equity compensation plans of the Company, as may be amended, will be adopted and assumed by CJJD Cayman. Each outstanding option and other equity award issued under the equity compensation plans of the Company for the purchase or receipt of, or payment based on, each share of the Company's common stock will represent the right to purchase or receive, or receive payment based on, one ordinary share in the capital of CJJD Cayman on substantially the same terms. In addition, as part of the Redomicile Merger, CJJD Cayman has agreed to assume all of the Company's rights and obligations of any warrant, convertible debentures or other convertible securities that may convert in the Company's common stock. All rights to purchase or receive, or receive payment based on, each share of the Company's common stock arising under the Company's warrants, convertible debentures or other convertible securities will entitle the holder thereof to purchase or receive, or receive payment based on, as applicable, one ordinary share of CJJD Cayman.

At the Effective Time, the obligations of the Company under or with respect to every plan, trust, program and benefit then in effect or administered by the Company for the benefit of the directors, officers and employees of the Company or any of its subsidiaries will become the obligations of CJJD Cayman and will be implemented and administered in the same manner and without interruption until the same are amended or otherwise altered or terminated.

Additionally, at the Effective Time, CJJD Cayman will adopt and assume the obligations of the Company under or with respect to certain contracts or agreements as described in the Merger Agreement. The contracts and agreements will become the obligations of CJJD Cayman and will be performed in the same manner and without interruption until the same are amended or otherwise lawfully altered or terminated.

The Merger Agreement contains customary closing conditions, including, among others, approval of the Redomicile Merger by the Company's stockholders, the effectiveness of the registration statement on Form F-4 filed by CJJD Cayman related to the Redomicile Merger and receipt of required regulatory approvals.

The consent of the holders of a majority of the outstanding shares of the Company's common stock entitled to vote is required to approve and adopt the Merger Agreement. The Board of Directors of the Company believes that the Redomicile Merger, to be effected by the Merger Agreement, is advisable and in the best interests of the Company and its stockholders.

Pursuant to the Merger Agreement, the Board of Directors of the Company may exercise its discretion to terminate the Merger Agreement, and therefore abandon the Redomicile Merger, at any time prior to the Effective Time, including after the adoption of the Merger Agreement by the Company's stockholders.





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Immediately prior to the Effective Time, the directors and officers of the Company at such time will be elected or appointed as the directors and officers of CJJD Cayman (to the extent the directors and officers of CJJD Cayman and the Company are not already identical), each such person to have the same office(s) with CJJD Cayman (and the same class designations and committee memberships in the case of directors) as he or she held with the Company, with the directors to serve until the earlier of the next meeting of CJJD Cayman stockholders at which an election of directors is required for the class to which they have been elected or until their successors are elected or appointed (or their earlier death, disability or retirement).

The Merger Agreement has been approved by the Boards of Directors of each of the Company and CJJD Cayman. The Completion of the Redomicile Merger is subject to the required approval of the Company's stockholders, requisite regulatory approvals, the effectiveness of the registration statement on Form F-4 filed by CJJD Cayman related to the Redomicile Merger, and other customary closing conditions.

The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is attached hereto as Exhibit 2.1, and is incorporated herein by reference.

Additional information about the Redomicile Merger and where to find it

In connection with the proposed Redomicile Merger, CJJD Cayman filed with the United States Securities and Exchange Commission (the "SEC") a registration statement on Form F-4 to register the ordinary shares of CJJD Cayman to be issued to the stockholders of the Company. The registration statement will include a proxy statement/prospectus of the Company which will be sent to the stockholders of the Company seeking their approval of the Redomicile Merger and related matters in addition to other matters. In addition, the Company may file other relevant documents concerning the proposed Redomicile Merger with the SEC.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Stockholders of the Company are urged to read the registration statement on Form F-4 and the proxy statement/prospectus included within the registration statement and any other relevant documents to be filed with the SEC in connection with the proposed Redomicile Merger because they will contain important information about the Company, CJJD Cayman and the proposed transaction.





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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.





Exhibit
Number    Description
2.1         Agreement and Plan of Merger by and between China Jo-Jo Drugstores,
          Inc. and China Jo-Jo Drugstores Holdings, Inc., dated May 14, 2021




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