UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2021
Commission File Number: 001-40145
Jowell Global Ltd.
2nd Floor, No. 285 Jiangpu Road
Yangpu District, Shanghai
China 200082
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On March 23, 2021, Network 1 Financial Securities, Inc., as the representative of the underwriters in the initial public offering (“IPO”) of Jowell Global Ltd. (the “Company”), exercised its option to purchase an additional 557,143 ordinary shares at a price of $7.00 per share before deducting underwriting discounts. The closing for the sale of the over-allotment shares took place on March 25, 2021. The gross proceeds of the Company's IPO, including the proceeds from the sale of the over-allotment shares, totaled approximately $29.9 million, before deducting underwriting discounts and other related expenses.
The Company issued a press release on March 25, 2021 announcing the full exercise of the underwriters’ over-allotment option. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
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 thereunto duly authorized.
| Jowell Global Ltd. | ||
| Date: March 25, 2021 | By: | /s/ Zhiwei Xu |
| Name: | Zhiwei Xu | |
| Title: | Chief Executive Officer | |
2
Exhibit Index
| Exhibit Number | Description | |
| 99.1 | Press Release on Exercise of Over-Allotment Option |
3
Exhibit 99.1
Jowell Global Ltd. Announces Full Exercise of the Underwriter’s Over-Allotment Option
Shanghai, China, March 25, 2021/ -- Jowell Global Ltd. (“JWEL” or the “Company”) (NASDAQ: JWEL), a company which operates one of China’s leading cosmetics, health and nutritional supplements and household products e-commerce platforms - Juhao Mall, today announced that Network 1 Financial Securities, Inc., as representative of the underwriters of the Company’s firm commitment initial public offering (“IPO”), has exercised the full over-allotment option to purchase an additional 557,143 ordinary shares at the IPO price of $7.00 per share. As a result, the Company has raised gross proceeds of approximately $3.9 million, in addition to the previously announced IPO gross proceeds of approximately $26 million, before underwriting discounts and offering expenses.
Network 1 Financial Securities, Inc. acted as sole book runner and lead underwriter for the offering and Alexander Capital, L.P. acted as co-underwriter. FisherBroyles, LLP acted as counsel to the Company and Hunter Taubman Fischer & Li LLC acted as counsel to the underwriters with respect to this offering.
A registration statement on Form F-1 (File No. 333-250889) relating to the offering has been filed with the Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on March 16, 2021. The offering of the ordinary shares was made only by means of a final prospectus. A final prospectus relating to the offering was filed with the SEC on March 18, 2021, which may be obtained from Network 1 Financial Securities, Inc. by email at kmu@netw1.com, or via standard mail to Network 1 Financial Securities, Inc., 2 Bridge Avenue, Suite 241 Red Bank, NJ 07701. In addition, a copy of the final prospectus relating to the offering may be obtained via the SEC's website at www.sec.gov.
Before you invest, you should read the final prospectus and other documents the Company has filed or will file with the SEC for more complete information about the Company and the offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Jowell Global Ltd.
Jowell Global Ltd. (the “Company”) operates one of China's leading e-commerce platforms for cosmetics, health and nutritional supplements and household products - Juhao Mall. The Company provides its own brand products to customers and sells and distributes other companies' health and nutritional supplements, cosmetics and certain household products on the Juhao Mall platform. In addition, Juhao Mall allows third parties to open their own stores on its platform. The Company has also been selling its products through authorized retail stores all across China, which operate under the brand name of “Love Home Store” or “LHH Store”. For more information, please visit https://www.1juhao.com/.
Forward-Looking Statement
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s goals and strategies; the Company’s future business development; financial condition and results of operations; product and service demand and acceptance; reputation and brand; the impact of competition and pricing; changes in technology; government regulations; fluctuations in general economic and business conditions in China and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
Investor Relations:
Janice Wang
EverGreen Consulting Inc.
Email: IR@changqingconsulting.com
Phone: +1 571-464-9470 (from U.S.) +86 13811768559 (from China)