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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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
10, 2025
Jerash Holdings (US), Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38474 |
|
81-4701719 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 277 Fairfield Road, Suite 338, Fairfield, NJ |
|
07004 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area
code: (201) 285-7973
(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:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common stock, par value $0.001 per share |
|
JRSH |
|
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the
Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
Jerash Holdings (US), Inc.
is filing this amendment to its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 11, 2025
(the “Original 8-K”) solely to correct the number of shares that voted for the election of Ibrahim H. Saif. Except for the
foregoing, this amendment does not amend, modify or update the information contained in the Original 8-K.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
At the annual meeting of stockholders of Jerash Holdings
(US), Inc. (the “Company”) held on September 10, 2025, the Company’s stockholders voted on the matters described below.
| |
1. |
The Company’s stockholders elected five directors, each to serve until the 2026 annual meeting of stockholders and until their respective successors have been elected and qualified or until their earlier resignation or removal. The number of shares that (a) voted for the election of each director and (b) withheld authority to vote for each director is summarized in the table below: |
| Director Nominee | |
Votes For | | |
Votes Withheld | |
| Choi Lin Hung | |
| 6,727,752 | | |
| 24,185 | |
| Wei (“Kitty”) Yang | |
| 6,710,622 | | |
| 41,315 | |
| Ibrahim H. Saif | |
| 6,544,143 | | |
| 207,794 | |
| Bill Korn | |
| 6,527,713 | | |
| 224,224 | |
| Mak Chi Yan | |
| 6,545,536 | | |
| 206,401 | |
There were no broker non-votes with respect to the
election of each director. Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted because
the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares
on a non-routine proposal.
| |
2. |
The Company’s stockholders approved the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion. The number of shares that voted for, against, and abstained from voting for this proposal is summarized in the table below: |
| Votes For |
|
Votes Withhold |
|
Abstentions |
| 6,703,668 |
|
27,405 |
|
20,864 |
There were no broker non-votes on the proposal to
ratify the approval of the compensation paid to the Company’s named executive officers.
Item 8.01 Other Events.
On September 11, 2025, the Company issued a press
release to announce the results of its annual meeting of stockholders held on September 10, 2025. The press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Exhibit |
| 99.1 |
|
Press
Release dated September 11, 2025 (incorporated herein by
reference to Exhibit 99.1 to the Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on September 11,
2025) |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| |
JERASH HOLDINGS (US), INC. |
| |
|
|
| September 17, 2025 |
By: |
/s/ Choi Lin Hung |
| |
|
Choi Lin Hung |
| |
|
Chairman of the Board of Directors, |
| |
|
Chief Executive Officer, President, and Treasurer |
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