As filed with the U.S. Securities and Exchange Commission on September 25, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ridgetech, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 5122 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 5th Floor ...

Financing and Investments - The company raised a total of $46.908 million from various financings between 2015 and 2025, in addition to $17.5 million raised during its IPO in April 2010[30]. - Following the Restructuring Transactions, the company expects to make equity investments in its subsidiaries rather than providing loans[31]. - The total amount invested in and lent to subsidiaries and historical VIEs is approximately $27.5 million and $8.7 million, respectively[30]. - The company relies on dividends from its consolidated PRC operating entities for cash requirements, and any limitations on these dividends could materially affect its operations[91]. - Dividends from subsidiaries in China may be subject to a withholding tax of up to 10%, which could adversely affect net income and the amount available for distribution to shareholders[112]. Revenue and Sales - Jiuxin Medicine's annual purchases from Jiuzhou Pharmacy ranged from approximately $70 million to $90 million over the last three fiscal years, with specific amounts of $87,124,074 in Fiscal 2023, $76,989,329 in Fiscal 2024, and $75,322,378 for the eleven months ended February 28, 2025[32]. - The company has signed a three-year supply agreement with Jiuzhou Pharmacy, expecting Jiuxin Medicine to serve as a major supplier during this period[33]. - Sales to Jiuzhou Pharmacy currently account for over 60% of the company's revenue, and any disruption in this relationship could materially affect financial results[68]. - For the fiscal year ended March 31, 2025, total revenue decreased by approximately $4.02 million, or 3.2%, compared to the previous year[72]. - Revenue from the offline wholesale business was approximately $118.9 million for the year ended March 31, 2025, representing a decrease of $5.1 million, or 4.3%, compared to the prior year[73]. - Revenue from the online platform segment was approximately $1.1 million for the year ended March 31, 2025, reflecting contributions from Allright, which was acquired in the same period[74]. Regulatory and Compliance Risks - The company is subject to significant legal and operational risks due to the regulatory environment in China, which may impact its ability to conduct business and accept foreign investments[24]. - The PRC government imposes controls on the convertibility of RMB into foreign currencies, which may restrict the company's ability to pay dividends or satisfy foreign currency obligations[34]. - The Holding Foreign Companies Accountable Act requires foreign companies to certify they are not owned or controlled by a foreign government, with potential consequences for non-compliance[29]. - Compliance with China's new Data Security Law and other regulations may entail significant expenses and could materially affect business operations[47]. - The interpretation and enforcement of new regulations regarding pharmaceutical wholesale and online sales in China involve significant uncertainty, which may disrupt the company's business[95]. - Compliance with privacy, data protection, and cybersecurity laws may result in significant costs and could adversely affect the company's reputation and financial condition[81]. - Non-compliance with cybersecurity regulations may lead to penalties, including fines or suspension of operations, potentially resulting in delisting from the U.S. stock market[101]. - The Personal Information Protection Law effective from November 1, 2021, imposes significant data privacy and protection requirements, including potential fines of up to RMB 50 million or 5% of annual revenues for serious violations[102]. Operational Challenges - The company faces challenges in maintaining optimal inventory levels, which could lead to increased holding costs or lost sales, impacting financial performance[45]. - The company relies on a limited number of key customers, and the loss of any of these customers could adversely affect operating results[45]. - The company may not effectively grow its wholesale business organically and may not realize all anticipated benefits from acquisitions[45]. - The company faces significant challenges in growing its wholesale business, including limited bargaining power and pricing volatility, which may negatively impact gross margins[69]. - The transition away from the retail pharmacy business may cause short-term operational inefficiencies and affect brand recognition, potentially impacting investor confidence[71]. - The company is heavily dependent on third-party electronic platforms for online sales, and any limitations or disruptions could materially impact revenue generation[76]. - The company may face difficulties in recovering accounts receivable from Jiuzhou Pharmacy and associated clinics, which are expected to generate substantial revenue in the near term[45]. Market and Economic Conditions - The pharmaceutical distribution industry in China is highly competitive, with significant competition from both regional and national players, which may adversely affect revenue and profitability[50]. - The company may be adversely affected by changes in economic conditions and consumer confidence in China, which could influence the pharmaceutical industry[49]. - The ongoing trade tensions between the U.S. and China could adversely affect consumer confidence and decision-making, potentially harming the company's business operations[116]. - Political instability and military conflicts, such as the Russia-Ukraine war and the Israel-Hamas conflict, may disrupt the global economy, leading to rising commodity prices and increased interest costs[118]. - The company's PRC subsidiaries may face limited access to new business opportunities due to trade relations affecting global economic stability, which could negatively impact their financial performance[119]. Corporate Structure and Changes - The company completed the acquisition of Ridgeline and its subsidiary Allright on February 28, 2025, transitioning its focus to wholesale distribution and changing its name to Ridgetech, Inc.[59]. - The company no longer has any VIE within its corporate structure following the Restructuring Transactions completed on February 28, 2025[18]. - The restructuring transactions were approved by shareholders on February 25, 2025, and closed on February 28, 2025[160]. - The Company changed its name from "China Jo-Jo Drugstores, Inc." to "Ridgetech, Inc." effective February 28, 2025, and its trading symbol on Nasdaq from "CJJD" to "RDGT" effective March 4, 2025[160]. - The Company completed a strategic restructuring in Q1 2025, transitioning from a high-cost retail segment to a wholesale-focused model through the acquisition of Allright and divestiture of its retail drugstores business[154]. Human Resources and Labor - As of March 31, 2025, the company had a total of 61 employees, with 55.7% in offline wholesale and 31.2% in the online platform[187]. - The tightening labor market may result in fewer qualified applicants and increased labor costs, negatively impacting financial results[135]. - The PRC's labor laws may restrict the company's ability to reduce its workforce during economic downturns, potentially increasing production costs[127]. Currency and Financial Risks - Fluctuations in the Renminbi's value against the U.S. dollar could materially affect the company's financial results, as most revenues are received in RMB[128]. - The Renminbi has experienced significant depreciation against the U.S. dollar, with declines of 7.8% in 2022 and 2.9% in 2023, raising concerns about future currency stability[129]. - The company has not entered into any hedging transactions to mitigate foreign exchange rate fluctuations, which may expose it to additional financial risks[132]. - The company has not paid any cash dividends and does not anticipate doing so in the foreseeable future, intending to retain all earnings for operations[137]. - The market price for the company's stock may be volatile, which could subject it to securities litigation[49]. - The company was notified by Nasdaq for failing to maintain a minimum bid price of $1.00 per share for 30 consecutive trading days, receiving a 180-day extension until December 12, 2023, to regain compliance[138]. - The closing price of the company's ordinary shares ranged from a low of $0.80 to a high of $2.80 over the past 52 weeks, indicating significant price volatility[143].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January, 2025 Commission File Number: 001-40724 CHINA JO-JO DRUGSTORES, INC. (Translation of registrant's name into English) 4th Floor, Building 5, Renxin Yaju, Gong Shu District, Hangzhou City, Zhejiang Province, People's Republic of China, 310014 (Address of principal executive offices) Indicate by check ma ...

Financing and Capital Structure - The company raised a total of $39.863 million from 2015 to 2024 through various financings, with $17.5 million raised in its IPO in April 2010[23] - The company has raised capital through various financing activities, with significant amounts transferred to Jiuxin Management for operational purposes[26] - The company generated net cash from financing activities of $8,004,291 for the year ended March 31, 2024, compared to $2,366,156 in the previous year, representing an increase of approximately 237%[32] - The company relies on dividends from its consolidated PRC operating entities to meet cash requirements, including servicing any incurred debt[115] - As of March 31, 2024, the company's restricted reserves totaled $1,309,109 (RMB 9,513,278), which are not distributable as cash dividends[116] Revenue and Financial Performance - Consolidated revenue for the year ended March 31, 2024, was $154,541,077, a decrease from $148,811,976 in the previous year, representing a year-over-year increase of 0.5%[29] - The gross profit for the year ended March 31, 2024, was $31,108,548, compared to $34,280,464 in the previous year, indicating a decline of approximately 9.5%[29] - The net loss for the year ended March 31, 2024, was $(4,234,242), an improvement from a net loss of $(21,138,777) in the previous year, reflecting a reduction of about 80%[29] - The company reported a working capital deficit of $(4,677,733) as of March 31, 2024, compared to a deficit of $(2,052,444) in the previous year, reflecting a worsening of approximately 127%[30] - The accumulated deficit as of March 31, 2024, was $(73,507,246), compared to $(69,273,018) in the previous year, indicating an increase in the deficit of about 6%[30] Regulatory and Compliance Risks - The company is subject to regulatory risks due to the VIE structure, which may lead to significant depreciation of the value of its ordinary shares or hinder its ability to offer securities[14] - The PRC government has imposed controls on the convertibility of RMB into foreign currencies, which may restrict the company's ability to pay dividends or satisfy foreign currency obligations[26] - The PCAOB has been able to conduct inspections in the PRC as of 2022, but future restrictions could impact the company's ability to trade on U.S. exchanges[19] - The company must comply with new disclosure requirements from the SEC regarding offshore issuers associated with China-based operating companies[18] - The company faces uncertainties with respect to the PRC legal system, which could adversely affect its operations and compliance costs[15] Market and Competitive Environment - The company faces significant competition in the drugstore, online pharmacy, and wholesale pharmaceutical distribution industries in China, with expectations of intensified competition in the future[59] - Counterfeit products continue to penetrate the pharmaceutical market in China, potentially damaging the company's reputation and adversely affecting its business and financial condition[64] - The company’s wholesale business has experienced significant growth in recent years, but it needs to grow even faster to maintain its competitive position[80] - The company faces competition from various healthcare facilities, including government-run and private hospitals, which could impact its market position[194] Operational Challenges - The company relies on key personnel for its operations, and losing their services could disrupt business and prospects[42] - The company’s ability to grow its pharmacy business may be constrained by the inability to find suitable new store locations at acceptable prices or by the expiration of current leases[43] - The company may face challenges in growing its wholesale business organically and through acquisitions, requiring heavy investment in new platforms and customer acquisition[44] - The company’s IT system is critical for online sales, and any failure could adversely affect its business and lead to potential data breaches[90] - The company may face challenges in accurately forecasting product demand when launching new products, which could lead to excess inventory and increased holding costs[184] Legal and Regulatory Compliance - The company may face penalties or sanctions if found in violation of PRC laws, which could disrupt operations and adversely affect financial results[108] - Compliance with China's new Data Security Law and other regulations may entail significant expenses and could materially affect the company's business[51] - The company may need additional governmental approvals to open new drugstores, and failure to obtain these could materially affect its business and growth[195] - The company may face challenges in maintaining required licenses and permits, which are subject to periodic renewal and reassessment by PRC governmental authorities[72] Economic and Market Conditions - Changes in economic conditions and consumer confidence in China may adversely affect the Company's revenue and profitability, particularly in metropolitan markets[179] - The economic slowdown in China may adversely affect sales and increase costs, with potential inflation impacting pricing strategies[205] - The slowing growth of the Chinese economy may materially and adversely affect the company's financial condition[204] Intellectual Property and Brand Protection - The company has five registered trademarks and three actively used domain names, indicating a focus on protecting its brand and intellectual property[187] - The company is exposed to potential intellectual property infringement claims, which could disrupt operations and adversely affect financial results[192] Stock Performance and Market Risks - The market price of the company's ordinary shares has fluctuated and may continue to do so, with potential implications for dividend payments[56] - The Company has been notified by Nasdaq for failing to maintain a minimum bid price of $1.00 per share for 30 consecutive trading days, with a first extension until December 12, 2023[168] - The Company received a second 180-day extension from Nasdaq until June 10, 2024, to regain compliance with the minimum bid price requirement[168] - The Company has not paid any cash dividends and does not anticipate doing so in the foreseeable future, intending to retain all earnings for operations[167] - The market price of the Company's stock has been volatile, ranging from a low of $2.65 to a high of $95.40 over the past 52 weeks[172]

Exhibit 99.1 China Jo-Jo Drugstores Reports Fiscal Year 2024 Financial Results HANGZHOU, China, July 30, 2024 /PRNewswire/ -- China Jo-Jo Drugstores, Inc. (Nasdaq: CJJD) ("Jo-Jo Drugstores" or the "Company"), a leading online and offline retailer, wholesale distributor of pharmaceutical and other healthcare products and healthcare provider in China, today announced its financial results for the fiscal year ended March 31, 2024. Mr. Lei Liu, Chairman and CEO of Jo-Jo Drugstores, commented, "We are pleased to ...

HANGZHOU, China, July 30, 2024 /PRNewswire/ -- China Jo-Jo Drugstores, Inc. (Nasdaq: CJJD) ("Jo-Jo Drugstores" or the "Company"), a leading online and offline retailer, wholesale distributor of pharmaceutical and other healthcare products and healthcare provider in China, today announced its financial results for the fiscal year ended March 31, 2024.Mr. Lei Liu, Chairman and CEO of Jo-Jo Drugstores, commented, "We are pleased to present our financial performance for fiscal year 2024, which reflects our comm ...

Company Overview - China Jo-Jo Drugstores Inc is a leading online and offline retailer and wholesale distributor of pharmaceutical and other healthcare products in China [3] - The company operates an online pharmacy and retail drugstores with licensed doctors on site for consultation, examination and treatment of common ailments [3] - It also serves as a wholesale distributor of products similar to those carried in its pharmacies [3] Capital Raising Activity - The company has entered into definitive agreements with investors for the issuance of 1,980,000 ordinary shares at $1.70 per share in a registered direct offering [1] - The total gross proceeds from the offering are approximately $3.37 million [1] - The closing of the securities sale is expected to occur on or about June 26, 2024, subject to customary closing conditions [1] - The net proceeds will be used for general corporate purposes and working capital [1] Regulatory Information - The offering is being made pursuant to a shelf registration statement on Form F-3 (File No 333-259692) declared effective by the SEC on December 19, 2022 [2] - The ordinary shares may only be offered through a prospectus and prospectus supplement forming part of the effective registration statement [2] Contact Information - Company contact: Frank Zhao, Chief Financial Officer, +86-571-88077108, [email protected] [4] - Investor relations contact: Tina Xiao, Ascent Investor Relations LLC, +1-646-932-7242, [email protected] [5]

Core Viewpoint - China Jo-Jo Drugstores, Inc. announced the resignation of Ms. Pingfan Wu from its board of directors effective May 31, 2024, due to personal reasons, with no disagreements related to the company's operations or financial practices [1]. Group 1 - China Jo-Jo Drugstores is a leading online and offline retailer and wholesale distributor of pharmaceutical and healthcare products in China [2]. - The company operates an online pharmacy and retail drugstores with licensed doctors available for consultations and treatments [2]. - Jo-Jo Drugstores also serves as a wholesale distributor for products similar to those sold in its pharmacies [2].

Group 1 - China Jo-Jo Drugstores, Inc. has entered into definitive agreements for the issuance of 1.61 million ordinary shares at a price of $1.70 per share, resulting in gross proceeds of approximately $2.74 million [1] - The closing of the sale of the securities is expected to occur on or about May 17, 2024, subject to customary closing conditions [1] - The net proceeds from the offering will be used for general corporate purposes and working capital [1] Group 2 - The ordinary shares are being offered under a "shelf" registration statement on Form F-3, which was declared effective by the SEC on December 19, 2022 [2] - The offering will be conducted only by means of a prospectus, including a prospectus supplement [2] Group 3 - China Jo-Jo Drugstores operates both online and offline as a retailer and wholesale distributor of pharmaceutical and healthcare products, and provides healthcare services in China [3] - The company has an online pharmacy and retail drugstores with licensed doctors available for consultations and treatments [3]

Core Points - China Jo-Jo Drugstores, Inc. has entered into agreements for the issuance of 0.9 million ordinary shares at a price of $1.70 per share, aiming for gross proceeds of approximately $1.53 million [1] - The closing of the sale is expected around April 30, 2024, pending customary closing conditions [1] - The net proceeds will be utilized for general corporate purposes and working capital [1] Company Overview - China Jo-Jo Drugstores is a leading online and offline retailer and wholesale distributor of pharmaceutical and healthcare products in China [3] - The company operates an online pharmacy and retail drugstores with licensed doctors available for consultations and treatments [3] - It also serves as a wholesale distributor for products similar to those sold in its pharmacies [3]