8-K

 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 6, 2012 (August 31, 2012)

CHINA JO-JO DRUGSTORES, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-34711	98-0557852
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

Room 507-513, 5th Floor, A Building, Meidu Plaza Gongshu District, Hangzhou, Zhejiang Province People’s Republic of China
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number,including area code +86 (571) 88077078

N/A

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Item 3.01           Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 31, 2012, the registrant received a letter from The NASDAQ Stock Market LLC (“NASDAQ”), notifying the registrant of its failure to maintain a minimum closing bid price of $1.00 over the then preceding 30 consecutive trading days for its common stock as required by NASDAQ Listing Rule 5550(a)(2) (the “Bid Price Rule”).  The letter stated that the Company has until February 27, 2013, to demonstrate compliance by maintaining a minimum closing bid price of at least $1.00 for a minimum of 10 consecutive trading days.  The registrant intends to monitor the bid price of its common stock and consider available options if its common stock does not trade at a level likely to result in the registrant regaining compliance with the Bid Price Rule by February 27, 2013.

The letter also states that in the event the registrant does not regain compliance with the Bid Price Rule by February 27, 2013, the Company may be eligible for additional time by meeting certain continued listing requirements and the initial listing criteria for The NASDAQ Capital Market (excepting the bid price requirement), and providing written notice of its intention to cure its deficiency during the second compliance period.  If it meets these criteria, NASDAQ will notify the registrant that it has been granted an additional 180-day compliance period.  If, however, it appears that the registrant will not be able to cure the deficiency or is otherwise not eligible, NASDAQ will notify the registrant that its common stock will be subject to delisting.  At such time, the registrant may appeal the delisting determination to a NASDAQ Hearings Panel.

Item 8.01           Other Events.

On September 6, 2012, the registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1, and the information in Exhibit 99.1 is incorporated herein by reference.

The information in Items 8.01 and 9.01(d) in this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01           Financial Statement and Exhibits.

(d) EXHIBITS

Exhibit Number	Description
99.1	Press release dated September 6, 2012.

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.

		CHINA JO-JO DRUGSTORES, INC.
Date:	September 6, 2012	(Registrant)
		By:	/s/ Ming Zhao
			Ming Zhao
			Chief Financial Officer

EX-99.1

Exhibit 99.1

China Jo-Jo Drugstores, Inc. Receives Delisting Notice from NASDAQ

HANGZHOU, China--(BUSINESS WIRE)--China Jo-Jo Drugstores, Inc. (NASDAQ:CJJD) (the “Company”), a retail and wholesale distributor of pharmaceutical and other healthcare products in China, today announced that on August 31, 2012, it was notified by The NASDAQ Stock Market LLC (“NASDAQ”), notifying it of its failure to maintain a minimum closing bid price of $1.00 over the then preceding 30 consecutive trading days for its common stock as required by NASDAQ Listing Rule 5550(a)(2).  The Company has until February 27, 2013, to regain compliance.

The Company intends to actively monitor the bid price for its common stock between now and February 27, 2013, and will consider available options to resolve the deficiency and regain compliance with the minimum bid price requirement.

About China Jo-Jo Drugstores, Inc.

China Jo-Jo Drugstores, Inc., through its subsidiaries and contractually controlled affiliates, is a retailer and wholesale distributor of pharmaceutical and other healthcare products in the People’s Republic of China. As of June 30, 2012, the Company has 65 retail pharmacies throughout Zhejiang Province and Shanghai.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Certain of the statements made in the press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “project,” “plan,” “seek,” “intend,” or “anticipate” or the negative thereof or comparable terminology. Such statements typically involve risks and uncertainties and may include financial projections or information regarding the progress of new product development. Actual results could differ materially from the expectations reflected in such forward-looking statements as a result of a variety of factors, including the risks associated with the effect of changing economic conditions in The People’s Republic of China, variations in cash flow, reliance on collaborative retail partners and on new product development, variations in new product development, risks associated with rapid technological change, and the potential of introduced or undetected flaws and defects in products, and other risk factors detailed in reports filed with the Securities and Exchange Commission from time to time.

Contacts

China Jo-Jo Drugstores, Inc.


Ming Zhao

Chief Financial Officer


Tel: (561) 372-5555


Email: frank.zhao@jojodrugstores.com