- SEC Filing

AKSO HEALTH GROUP

37,100,000 American Depositary Shares

Representing 111,300,000 Ordinary Shares

We are offering 37,100,000 of our American depositary shares, or ADSs, each representing three ordinary shares, par value $0.0001 per share, directly to certain institutional investors pursuant to that certain Securities Purchase Agreement, dated March 5, 2024, at a price per ADS of $1.33. In a concurrent private placement, we are also selling to the investors warrants to purchase an aggregate of up to 222,600,000 of our ordinary shares. The warrants are exercisable immediately as of the date of issuance at an exercise price of $0.4933 per ordinary share, or $1.48 per ADS and expire five years from the date of issuance. The warrants and the ordinary shares issuable upon the exercise of the warrants are not being registered under the Securities Act of 1933, as amended, or the Securities Act, pursuant to the registration statement of which this prospectus supplement and the accompanying prospectus. The warrants and the ordinary shares issuable upon the exercise of the warrants are being offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D.

The aggregate market value of our outstanding ordinary held by non-affiliates, or public float, was approximately $276.52 million, which was calculated based on Ordinary Shares outstanding held by non-affiliates and a price per ADS of $2.60, which was the last reported price on the Nasdaq Capital Market of our ADS on February 2, 2024.

Our ADSs are currently traded on the Nasdaq Capital Market, or Nasdaq, under the symbol "AHG." On March 5, 2024, the closing sale price of our ADSs was $1.23 per ADS.

We expect that delivery of the ADSs being offered pursuant to this prospectus supplement and the accompanying prospectus will be made on or about March 7, 2024.