As filed with the U.S. Securities and Exchange Commission on May 23, 2019August 19, 2022

Registration No. 333-231395    

333-264265

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

POST-EFFECTIVE AMENDMENT NO. 2

TO FORM S-1 ON

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Jerash Holdings (US), Inc.

 (Exact(Exact name of registrant as specified in its charter)

Delaware

260 East Main Street,81-4701719

(I.R.S. Employer Identification Number)

277 Fairfield Road, Suite 2706338

Rochester,Fairfield, New York 14604Jersey 07004

(212) 575-9085(201) 285-7973

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Gilbert K. Lee

Choi Lin HungChief Financial Officer

Chairman, Chief Executive Officer, President and TreasurerJerash Holdings (US), Inc.

260 East Main Street,277 Fairfield Road, Suite 2706338

Rochester,Fairfield, New York 14604Jersey 07004

(212) 575-9085(201) 285-7973

(Name, address, including zip code, and telephone number, including area code, of agent for service)

COPIES TO:With a copy to:

James M. Jenkins,Ying Li, Esq.

Alexander R. McClean,Guillaume de Sampigny, Esq.

Harter SecrestHunter Taubman Fischer & Emery LLPLi LLC

1600 Bausch & Lomb Place48 Wall Street, Suite 1100

Rochester, New York, 14604NY 10005

(585) 232-6500212-530-2206

Approximate date of commencement of proposed sale of the securities to the public: From time to time after the effective date of this registration statement becomes effective.statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,plants, check the following box: x☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box:  ¨box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box:  ¨box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act:  x

Act. ☒

The registrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 as amended, or until this registration statementthe Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.determine.

EXPLANATORY NOTE

We are filing this Pre-Effective Amendment No. 1 to our registration statement on Form S-3 (the “Amendment”) solely to remove one selling securityholder’s shares from the resale registered pursuant to this registration statement on Form S-3 (File No. 333-231395) filed on May 10, 2019 (the “Registration Statement”).

This Amendment is amending the disclosure relating to the number of shares registered for resale under the Registration Statement throughout the Registration Statement and amending the disclosure under the heading “Selling Securityholders” in the Registration Statement. Except as described above and for certain updates to the cover page and signature page of the Registration Statement and the cover page of the prospectus, no changes are being made to the Registration Statement as originally filed.

Pursuant to Rule 429(a) under the Securities Act of 1933, as amended, the prospectus included in this Registration Statement is a combined prospectus relating to (1) the issuance of up to $40 million of the registrant’s securities to be sold from time to time by the registrant as described herein; (2) the resale of up to 1,240,000 shares of the registrant’s common stock to be sold by the selling stockholders named herein; (3) the resale of up to 1,421,750 shares of the registrant’s common stock which were registered for resale and remain unsold under the registrant’s Registration Statement on Form S-1 (File No. 333-218991), which was initially declared effective by the Securities and Exchange Commission on October 27, 2017; (4) the exercise of warrants to purchase up to 74,000 shares of common stock, which was registered under the registrant’s Registration Statement on Form S-1 (File No. 333-218991), which was initially declared effective by the Securities and Exchange Commission on October 27, 2017; and (5) the exercise of warrants to purchase up to 57,200 shares of common stock, which was registered under the registrant’s Registration Statement on Form S-1 (File No. 333-222596), which was initially declared effective by the Securities and Exchange Commission on March 14, 2018.

We refer to the registration statements on Form S-1 (File Nos. 333-218991 and 333-222596) collectively herein as the “Prior Registration Statements.”Pursuant to Rule 429(b), this Registration Statement, upon effectiveness, also constitutes a Post-Effective Amendment to the Prior Registration Statements, which post-effective amendments shall hereafter become effective concurrently with the effectiveness of this Registration Statement and in accordance with Section 8(c) of the Act. If securities previously registered under the Prior Registration Statements are offered and sold before the effective date of this Registration Statement, the amount of previously registered securities so sold will not be included in the prospectus hereunder.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement relating to these securities that has been filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, dated May 23, 2019

1,475,728 Shares of Common Stock

PRELIMINARY PROSPECTUS

Jerash Holdings (US), Inc.

$40,000,000

Shares of Common Stock

Warrants

Units

Exercise of upThis prospectus relates to 131,200 Shares of Common Stock Underlying Warrants and

2,661,750 Shares of Common Stock offered by the selling stockholders

We may offer and sell from time to time up to $40,000,000 of1,475,728 shares of our common stock, par value $0.001 per share (“common stock”), warrantsthat may be resold, from time to purchase other securities and units consistingtime, by certain selling stockholders (the “Selling Stockholders”) described in this prospectus.

The Selling Stockholders may, from time to time, sell, transfer, or otherwise dispose of any combinationor all of these securities.

This prospectus also relates to the exercise of warrants to purchase up to an aggregate of 131,200 shares of our common stock, consisting of (a) 74,000 shares relating to warrants issued in connection with a private placement of our securities that initially closed on May 15, 2017, with subsequent closings on August 18, 2017 and September 27, 2017 (the “Private Placement”); and (b) 57,200 shares relating to warrants issued to the underwriter of our initial public offering which closed on May 2, 2018 (“IPO”).

This prospectus also relates to the offer and resale by the selling securityholders identified herein of up to 2,661,750their shares of common stock.

This prospectus provides you with a general description of the securities listed above. Each time we or the selling stockholders offer any securities pursuant to this prospectus, we will provide a prospectus supplement and, if necessary, a pricing supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. This prospectus may not be used to offer or sell our securities without a prospectus supplement describing the method and terms of the offering. You should read this prospectus, any amendments to this prospectus, and any prospectus supplement together with the information described under the heading “Incorporation of Certain Information by Reference” before you make your investment decision.

The registration of the shares of common stock hereunder does not mean that we or the selling securityholders will actually offer or sell the full number of shares being registered pursuant to this prospectus. We and the selling securityholders may sell the shares of common stock and other securities registered hereby from time to time. We and selling securityholders may offer and sell the securities in a variety of transactions described under the headings “Plan of Distribution for the Company” beginning on page 10 and “Plan of Distribution for the Selling Securityholders” beginning on page 12, including transactions on any stock exchange, market, or trading facility on which the common stock is traded or in private transactions. These dispositions may be traded, in block trades, in other privately negotiated transactions or otherwise at fixed prices, at prevailing market prices prevailing at the time of sale, at prices related to suchthe prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

We will not receive any of the proceeds from the sale of our common stock by the selling securityholders, but, if any warrants are exercised, we will receive the exercise price of the warrants exercised by their holders. We are registering these shares of common stock on behalf of the selling securityholders. We are bearing all of the expenses in connection with the registrationor other disposition of the shares of common stock but all selling and other expenses incurred by the selling securityholders, including commissions and discounts, if any, attributable to the sale or disposition by such selling securityholders will be borne by the selling securityholders.Selling Stockholders.

Our common stock is listed on the Nasdaq Capital Market under the symbol “JRSH.” On March 27, 2019,August 18, 2022, the closing price as reported on the Nasdaq Capital Marketof our common stock was $7.99$5.28 per share. ThisAs of August 19, 2022, the aggregate market value of our outstanding common stock held by non-affiliates was $43.9 million, based on 12,534,318 shares of common stock outstanding, of which approximately 7,460,849 shares are held by non-affiliates, and a per share price will fluctuateof $5.89 based on the demand forclosing sale price of our common stock.  stock on July 28, 2022.

Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered in a public primary offering with a value exceeding more than one-third of our public float (the(the market value of our common stock held by our non-affiliates) in any 12 calendar12-calendar month period so long as our public float remains below $75.0 million. WeDuring the prior 12 calendar month period that ends on and includes the date of this prospectus, we have not offered any securitiesregistered 1,000,000 shares of common stock on a price of $7.00 per share pursuant to General Instruction I.B.6 of Form S-3S-3. As of August 19, 2022, one-third of our public float is equal to approximately $14.7 million. Accordingly, we have not sold securities registered in a public primary offering with a value exceeding more than one-third of our public float during the prior 12 calendar month period that ends on and includes the date of this prospectus. As of March 27, 2019, one-third of our public float is equal to approximately $8,339,296.

We are an “emerging growth company,”company” as that term is used in the Jumpstart Our Business Startups Act of 2012, as amended, or the “JOBS Act,” and, as such, we have elected to comply with certain reduced public company reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Investing in our securities involves a high degree of risk. You should carefully readSee the information included and incorporated by reference intosection entitled “Risk Factors” beginning on page 2 of this prospectus for a discussion of the factorsrisks that you should carefully consider in determining whether to investconnection with an investment in our securities, including the discussion of risks described under “Risk Factors” on page 5 of this prospectus.securities.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of thisThis prospectus is May 23, 2019.dated [●], 2022

TABLE OF CONTENTS

You should rely only onNeither we nor the Selling Stockholders have authorized any other person to provide you with different or additional information other than that contained in this prospectus. We and the Selling Stockholders take no responsibility for and can provide no assurance as to the reliability of, any other information that others may provide. We and the Selling Stockholders are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus any prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not authorized anyone to provide you with information that is different. If anyone provides you with different or inconsistent information, you should not rely upon it. This prospectus is not an offer to sell, nor are we or the selling securityholders seeking an offer to buy, securities in any state were such offer or solicitation is not permitted. The information in this prospectus is complete and accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale ofsuch other date stated in this prospectus, and our securities. Our business, financial condition, results of operations, andand/or prospects may have changed since thesethose dates. You should also read this prospectus together with the additional information described under “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

This prospectus may be supplemented from time to time to add, update, or change information in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in a prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus.

For investors outside the United States: neither we norWe have not, and the selling securityholdersSelling Stockholders have done anythingnot, taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of ourthe securities covered hereby and the distribution of this prospectus outside the United States.

About this Prospectus

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Under this shelf registration process, we may issue and sell any combination of the securities described in this prospectus in one or more offerings with a maximum aggregate offering price of up to $40,000,000.

In addition, the exercise of warrants to purchase up to an aggregate of 131,200 shares of common stock is registered under this registration statement. These warrant shares consist of (a) 74,000 shares issuable upon the exercise of warrants issued in connection with the Private Placement and (b) 57,200 shares issuable upon the exercise of warrants issued to the underwriter of our IPO.

The selling securityholders named herein may also offer and sell up to 2,661,750 shares of our common stock under this registration statement.

This prospectus provides you with a general description of the securities we may offer. Each time we sell securities under this shelf registration, we will provide a prospectus supplement that will contain specific information about the terms of that offering, including a description of any risks relating to the offering, if those terms and risks are not described in this prospectus. A prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on the information in the prospectus supplement. The registration statement we filed with the SEC includes exhibits that provide more details of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC and the accompanying prospectus supplement together with additional information described under the headings “Available Information” and “Information Incorporated by Reference” before investing in any of the securities offered.

We note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into this prospectus were made solely for the benefit of the parties to such agreement, including in some cases, for the purpose of allocating risk among the parties to the agreement, and should not be deemed to be a representation, warranty or covenant to you. Moreover, those representations, warranties and covenants should not be relied upon as accurately representing the current state of our affairs.

We may sell securities to or through underwriters or dealers, and also may sell securities directly to other purchasers or through agents. To the extent not described in this prospectus, the names of any underwriters, dealers or agents employed by us or any selling stockholder in the sale of the securities covered by this prospectus, the principal amounts or number of shares or other securities, if any, to be purchased by such underwriters or dealers and the compensation, if any, of such underwriters, dealers or agents will be set forth in an accompanying prospectus supplement.

The information in this prospectus is accurate as of the date on the front cover. Information incorporated by reference into this prospectus is accurate as of the date of the document from which the information is incorporated. You should not assume that the information contained in this prospectus is accurate as of any other date.

Cautionary Statement Regarding Forward-Looking Statements

Statements in thisThis prospectus, that are based on other than historical data areincluding the documents incorporated by reference herein, contains forward-looking statements within the meaning of Section 27A of the Private Securities Litigation Reform Act of 1995. Forward-looking1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Many of the forward-looking statements provide current expectations or forecastscontained in this prospectus can be identified by the use of future eventsforward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate,” and include,“potential,” among others:others.

These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. Forward-looking statements involve significant risks and uncertainties and actual results may differ materially from those presented, either expressed or implied, in this prospectus any prospectus supplement, and our Annual Report on Form 10-K for the fiscal year ended March 31, 20182022 (the “Form 10-K”), which is incorporated by reference into this prospectus, including, but not limited to, those presented in the Management’s Discussion and Analysis of Financial Condition and Results of Operations. Factors that might cause such material differences include, but are not limited to:

We caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, and advise readers that various factors, including those described above, could affect our financial performance and could cause our actual results or circumstances for future periods to differ materially from those anticipated or projected. Please see the Risk Factorsrisk factors in Part I, Item 1A of the Form 10-K incorporated herein by reference for further information. Except as required by law, we do not undertake, and specifically disclaim any obligation to publicly release any revisions to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

Risk FactorsRISK FACTORS

Investing in our securitiescommon stock involves risks. Before makinga high degree of risk. You should consider carefully the risks and uncertainties and all other information contained in this prospectus, including the risks and uncertainties concerning our business and an investment decision, you should carefully consider the specific risks set forthin our common stock discussed under the captionPart I, Item 1A “Risk Factors” in the Form 10-K, as well as those discussed in our other filings with the SEC, which aretogether with the other information contained in and incorporated by reference into this prospectus.prospectus, before deciding whether to invest in our common stock. All of those “Risk Factors” are incorporated herein by reference in their entirety. Such risks and uncertainties are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we believe are not material, may also become important factors that adversely affect our business. If any of such risks actually occurs, our business, financial condition, results of operations, and future prospects could be materially and adversely affected. In that event, the market price of our common stock could decline, and you could lose part or all of your investment.

Use of ProceedsDETERMINATION OF OFFERING PRICE

Offerings byThe Selling Stockholders may sell the Companyshares of common stock issued to them from time to time at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions.

We intend to use the net proceeds from the sale of the securities and exercise of warrants for general corporate purposes unless otherwise indicated in the prospectus supplement relating to a specific issue of securities. The prospectus supplement with respect to an offering of securities may identify different or additional uses for the proceeds of such offering. Until we use the net proceeds from the sale of any of the securities for general corporate purposes, we expect to use the net proceeds for temporary investments.

Offerings by Selling SecurityholdersUSE OF PROCEEDS

We will not receive any proceeds from the sale of sharesany of our common stock by the selling securityholders pursuant to this prospectus. The selling securityholders will sell the shares in accordance with the “Plan of Distribution for the Selling Securityholders” section of this prospectus and will receive all of the net proceeds from the sale of any shares of common stock offered by them under this prospectus.Stockholders. We have agreed to pay all costs, expenses and fees relating to registering the shares referenced inof common stock covered by this prospectus. The selling securityholdersSelling Stockholders will pay any fees, discounts, concessions brokerage commissions and/or commissions of broker-dealers or agents, any applicable transfer taxes and any other expensessimilar charges incurred in connection with the sale or other disposition of the shares of common stock covered hereby.

Dividend Policy

Since November 2018, we have declared and paid quarterly cash dividends on our common stock. The board of directors currently intends to continue the payment of regular quarterly cash dividends, dependent on our results of operations, tax considerations, and other factors the board of directors may consider and subject to the need for those funds for other purposes and restrictions set by law. The board of directors will determine whether to declare dividends on a quarterly basis. We cannot guarantee that we will continue to pay dividends, or that, if paid, we will not reduce or eliminate dividends in the future.

Selling SecurityholdersSELLING STOCKHOLDERS

This prospectus coversThe following table sets forth (a) the resale from time to time byname and position or positions with the selling securityholders identified inCompany of each Selling Stockholder; (b) the table belownumber of up to an aggregate of 2,792,950 shares of our common stock, including 131,200 shares of common stock underlying warrants. None of the selling securityholders are licensed broker-dealers nor affiliates of licensed broker-dealers.Other than as described in the table below, the selling securityholders and their affiliates have not held a position or office, or had any other material relationship, with us within the past three years. For more information about these relationships, please see the descriptions under the heading “Certain Relationships and Related Party Transactions” in reports that we file with the SEC.

The table below (1) lists the selling securityholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of our common stock by the selling securityholders; (2) has been prepared based upon information furnished to us by the selling securityholders; and (3) to our knowledge, is accurateeach Selling Stockholder as of the date of this prospectus; (c) the number of shares of common stock that each Selling Stockholder may offer for sale from time to time pursuant to this prospectus, whether or not such Selling Stockholder has a present intention to do so; and (d) the number of shares of common stock to be beneficially owned by each Selling Stockholder following the sale of all shares that may be so offered pursuant to this prospectus, assuming no other change in ownership of common stock by such Selling Stockholder after the date of this prospectus. The selling securityholders may sell all, some or noneUnless otherwise indicated, beneficial ownership is direct and the person indicated has sole voting and investment power.

Inclusion of their securities in this offering. The selling securityholders identifiedan individual’s name in the table below may have sold, transferred or otherwise disposed of some or all of their securities since the date of this prospectus in transactions exempt from ordoes not subject to the registration requirementsconstitute an admission that such individual is an “affiliate” of the Securities Act of 1933, as amended (the “Securities Act”). Other than as noted below, these shares were originally registered for resale pursuant to our registration statement on Form S-1 (File No, 333-218991), which was originally declared effective by the SEC on October 27, 2017 (the “Prior Resale Registration Statement”). Information concerning the selling securityholders may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly and as required.Company.

The Company may supplement this prospectus from time to time as required by the rules of the SEC to include certain information concerning the security ownership of the Selling Stockholders or any new Selling Stockholders, the number of securities offered for resale and the position, office, or other material relationship which a Selling Stockholder has had within the past three years with the Company or any of its predecessors or affiliates.

Plan of Distribution

In this section of the prospectus, the term “Selling Stockholder” means and includes:

The Securities We May Offer

Description of Common Stock

The following description includes the material attributes of our common stock. This description is not complete, and we qualify it by referring to our amended and restated certificate of incorporation (“certificate of incorporation”) and our bylaws. Our certificate of incorporation authorizes us to issue up to 30,000,000 shares of common stock, par value $0.001 per share (“common stock”) and up to 500,000 shares of preferred stock, par value $0.001 per share.

Our common stock has one vote per share. The holders of our common stock are entitled to vote on all matters to be voted on by stockholders. The holders of our common stock do not have cumulative voting rights.

Directors are elected by a plurality vote of the shares represented in person or by proxy. All other actions by stockholders will be approved by a majority of votes present in person or by proxy and entitled to vote except as otherwise required by law.

The holders of common stock are entitled to receive dividends ratably when, as and if declared by the board of directors out of funds legally available therefor. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share equally and ratably in all assets remaining available for distribution after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common stock. Holders of common stock have no preemptive, subscription, redemption, sinking fund, or conversion rights. The outstanding shares of common stock are validly issued, fully paid and non-assessable.

Registration Rights

On May 15, 2017, in connection with the Private Placement, we entered into a registration rights agreement with the investors participating in the Private Placement. Pursuant to the registration rights agreement, we filed the Prior Resale Registration Statement to register the securities sold in the Private Placement, which was initially declared effective by the SEC on October 27, 2017. 1,591,750 shares of common stock and up to 74,000 shares of common stock underlying warrants were eligible to be sold under the Prior Resale Registration Statement, and the shares remaining unsold under the Prior Resale Registration Statement are registered under the registration statement of which this prospectus forms a part. Additionally, the Private Placement investors are entitled to certain piggyback registration rights for the securities in the event they are not otherwise registered for resale, which registration rights require us to notify the investors if we propose to register any shares of common stock under the Securities Act, and to include the securities for which we receive timely requests from such investors for inclusion in connection with such offering.

Effects on our Common Stock if We Issue Preferred Stock

Our board of directors has authority, without further action by the stockholders, to issue up to 500,000 shares of preferred stock in one or more series. Our board of directors has the authority to determine the terms of each series of preferred stock, within the limits of the certificate of incorporation and the laws of the state of Delaware. These terms include the number of shares in a series, dividend rights, liquidation preferences, terms of redemption, conversion rights and voting rights. The issuance of any preferred stock may negatively affect the holders of our common stock. These possible negative effects include diluting the voting power of shares of our common stock and affecting the market price of our common stock.

Anti-Takeover Effects of Provisions of our Certificate of Incorporation and Bylaws

Preferred Stock

We believe that the availability of the preferred stock under our certificate of incorporation provides us with flexibility in addressing corporate issues that may arise. Having these authorized shares available for issuance allows us to issue shares of preferred stock without the expense and delay of a special stockholders’ meeting. The authorized shares of preferred stock, as well as shares of common stock, will be available for issuance without further actionoffered by our stockholders, unless action is required by applicable law or the Nasdaq rules or the rules of any stock exchange on which our securitiesthis prospectus may be listed. The board of directors has the power, subject to applicable law, to issue series of preferred stock that could, depending on the terms of the series, impede the completion of a merger, tender offer or other takeover attempt that some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then-prevailing market price of the stock.

Exclusive Forum for Certain Actions

Our certificate of incorporation provides that derivative actions brought in the name of the Company, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery of the State of Delaware. Although we believe this provision benefits the Company and its stockholders by providing increased consistency in the law to be applied in lawsuits brought against or on behalf of the Company, this provision may have the effect of discouraging lawsuits against us or our directors, officers and employees.

Amendment of Bylaws

Our certificate of incorporation grants our board of directors the power to adopt, amend or repeal our bylaws, except as otherwise set forth in the bylaws.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is V Stock Transfer, LLC. The transfer agent and registrar’s address is 18 Lafayette Place, Woodmere, New York 11598.

Description of Warrants

We may issue warrants to purchase shares of our common stock. We may offer warrants separately or together with one or more additional warrants or shares of common stock, or any combination of those securities in the form of units, as described in the appropriate prospectus supplement. If we issue warrants as part of a unit, the accompanying prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the warrants’ expiration date. Below is a description of certain general terms and provisions of the warrants that we may offer. Further terms of the warrants will be described in the prospectus supplement.

The applicable prospectus supplement will contain, where applicable, the following terms of and other information relating to the warrants:

Outstanding Warrants

In connection with the Private Placement, we issued to the investors participating in the Private Placement five-year warrants to purchase up to an aggregate of 79,000 shares of common stock at an exercise price of $6.25 per share. If at any time after six months following the issuance date of the warrants and prior to the expiration date there is not an effective registration statement on file with the SEC covering the resale of the shares underlying the warrants, the warrants may be exercised by means of a “cashless exercise.” Up to 74,000 shares of common stock underlying warrants were eligible to be sold under the Prior Resale Registration Statement, and the shares remaining unsold under the Prior Resale Registration Statement are registered under the registration statement of which this prospectus forms a part.

In connection with our IPO, we issued Network 1 Financial Securities, Inc. and its affiliates warrants to purchase an aggregate of 57,200 shares of our common stock. These warrants are exercisable for $8.75 per share and expire on May 2, 2023. If there is not an effective registration statement on file with the SEC covering the resale of the shares underlying the warrants, the warrants may be exercised by means of a “cashless exercise.” The resale of these warrant shares is registered under the registration statement of which this prospectus forms a part.

Description of Units

We may issue units comprised of two or more of the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.

The applicable prospectus supplement may describe:

The preceding description and any description of units in the applicable prospectus supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the form of unit agreement which will be filed with the SEC in connection with the offering of such units.

Plan of Distribution for the Company

We may sell our securities in any of the following ways:

Each time that we use this prospectus to sell our securities, we will also provide a prospectus supplement that contains the specific terms of such offering. The prospectus supplement will set forth the terms of the offering of such securities, including:

If we use underwriters in the sale of any securities on a firm commitment basis, the securities will be acquired by the underwriters for their own account and may be resold from time to time directly by the Selling Stockholders. Alternatively, the Selling Stockholders may from time to time offer such shares through underwriters, brokers, dealers, agents, or other intermediaries. The Selling Stockholders as of the date of this prospectus have advised us that there were no underwriting or distribution arrangements entered into with respect to the common stock offered hereby. The distribution of the common stock by the Selling Stockholders may be effected: in one or more transactions including negotiated transactions, at a fixed public offering price or at varying prices determined atthat may take place on the time of sale. The securities may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly by underwriters. Generally, the underwriters’ obligations to purchase the securities will be subject to certain conditions precedent. The underwriters will be obligated to purchase all of the securities if they purchase any of the securities. We may also engage underwriters on a best efforts basis.

We may sell the securities through agents from time to time. The prospectus supplement will name any agent involved in the offer or sale of our securities and any commissions we pay to them. Generally, any agent will be acting on a best efforts basis for the period of its appointment.

To the extent that we make sales to or throughNasdaq Capital Market (including one or more underwriters orblock transaction) through customary brokerage channels, either through brokers acting as agents in at-the-market offerings, we will do so pursuant tofor the terms of a distribution agreement between us and the underwriters or agents. If we engage in at-the-market sales pursuant to a distribution agreement, we will issue and sell shares of our common stock toSelling Stockholders, or through onemarket makers, dealers, or more underwriters or agents, whichacting as principals who may act on an agency basis or on a principal basis. During the term of any such agreement, we may sellresell these shares on the Nasdaq Capital Market; in privately-negotiated sales; by a daily basis in exchangecombination of such methods; or by other means. These transactions or otherwise as we agree with the underwriters or agents. The distribution agreement will provide that any shares of our common stock sold will be sold at prices related to the then prevailing market prices for our common stock. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time and will be described in a prospectus supplement. Pursuant to the terms of the distribution agreement, we also may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase, blocks of our common stock or other securities. The terms of each such distribution agreement will be set forth in more detail in a prospectus supplement to this prospectus. If any underwriter or agent acts as principal, or broker dealer acts as underwriter, it may engage in certain transactions that stabilize, maintain or otherwise affect the price of our securities. We will describe any such activities in the prospectus supplement relating to the transaction.

In the sale of the securities, underwriters or agents may receive compensation from us in the form of underwriting discounts or commissions and may also receive compensation from purchasers of the securities, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Discounts, concessions and commissions may be changed from time to time. Dealers and agents that participate in the distribution of the securities may be deemed to be underwriters under the Securities Act, and any discounts, concessions or commissions they receive from us and any profit on the resale of securities they realize may be deemed to be underwriting compensation under applicable federal and state securities laws.

We may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase our securities at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions or discounts we pay for solicitation of these contracts.

Agents and underwriters may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof. Agents and underwriters may be customers of, engage in transactions with, or perform services for us in the ordinary course of business.

We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. The applicable prospectus supplement may indicate that the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions in connection with those derivatives. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of securities. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment).

Until the distribution of the securities is completed, rules of the SEC may limit the ability of any underwriters and selling group members to bid for and purchase the securities. As an exception to these rules, underwriters are permitted to engage in some transactions that stabilize the price of the securities. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities.

Underwriters may engage in overallotment. If an underwriter creates a short position in offered securities by selling more securities than are set forth on the cover page of the applicable prospectus supplement, the underwriters may reduce that short position by purchasing the securities in the open market.

The lead underwriters may also impose a penalty bid on other underwriters and selling group members participating in an offering. This means that if the lead underwriters purchase securities in the open market to reduce the underwriters’ short position or to stabilize the price of the securities, they may reclaim the amount of any selling concession from the underwriters and selling group members who sold those securities as part of the offering.

If more than 10% of the net proceeds of any offering of securities made under this prospectus will be received by Financial Industry Regulatory Authority (“FINRA”) members participating in the offering, or affiliates or associated persons of such FINRA members, the offering will be conducted in accordance with FINRA Rule 5110.

Plan of Distribution for Selling Securityholders

The shares may be sold or distributed from time to time by the selling securityholders, directly to one or more purchasers or through brokers or dealers who act solely as agents,effected at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, whichother negotiated prices. Usual and customary or specifically negotiated brokerage fees or commissions may be changed. The distributionpaid by the Selling Stockholders in connection with sales of the shares may be effected in one or more of the following methods:our common stock.

In addition, the selling securityholdersThe Selling Stockholders may enter into hedging transactions with broker-dealers whoin connection with distributions of the shares or otherwise. In such transactions, broker-dealers may engage in short sales if short sales were permitted, of the shares of our common stock in the course of hedging the positions they assume with the selling securityholders.Selling Stockholders. The selling securityholdersSelling Stockholders also may alsosell shares short and redeliver the shares to close out such short positions. The Selling Stockholders may enter into option or other transactions with broker-dealers thatwhich require the delivery byto the broker-dealer of shares of our common stock. The broker-dealer may then resell or otherwise transfer such broker-dealersshares of common stock pursuant to this prospectus.

The Selling Stockholders also may lend or pledge shares of our common stock to a broker-dealer. The broker-dealer may sell the shares whichof common stock so lent, or upon a default the broker-dealer may sell the pledged shares may be resold thereafterof common stock pursuant to this prospectus. None of the selling securityholders are broker-dealers or affiliates of broker dealers.Any securities covered by this prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.

Each selling securityholder has informedThe Selling Stockholders have advised us that it isthey have not a registered broker-dealer and does not haveentered into any writtenagreements, understandings, or oral agreement or understanding, directly or indirectly,arrangements with any person to engage in a distributionunderwriters or broker-dealers regarding the sale of the common stock as antheir securities. There is no underwriter or agent. Upon us being notifiedcoordinating broker acting in writing by a selling securityholder that any material arrangement has been entered intoconnection with a broker-dealer acting as an underwriter or agent for the distribution of common stock, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amountproposed sale of shares of common stock being distributed and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling securityholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.Selling Stockholders.

Each selling securityholder may sell all, some or none of the securities registered pursuant to the registration statement of which this prospectus forms a part. If sold under the registration statement of which this prospectus forms a part,

Although the shares of common stock registered hereunder willcovered by this prospectus are not currently being underwritten, the Selling Stockholders or their underwriters, brokers, dealers, or other agents or other intermediaries, if any, that may participate with the selling security holders in any offering or distribution of common stock may be freely tradable indeemed “underwriters” within the handsmeaning of persons other than our affiliates that acquire such shares.the Securities Act and any profits realized or commissions received by them may be deemed underwriting compensation thereunder.

Under applicable rules and regulations under the Exchange Act, any person engaged in a distribution of shares of the common stock offered hereby may not simultaneously engage in market making activities with respect to the common stock for a period of up to five days preceding such distribution. The selling securityholders and any other person participating in such distributionSelling Stockholders will be subject to the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder, including without limitation to the extent applicable, Regulation M, of the Exchange Act, which provisions may limit the timing of purchases and sales by the Selling Stockholders.

In order to comply with certain state securities or blue sky laws and regulations, if applicable, the common stock offered hereby will be sold in such jurisdictions only through registered or licensed brokers or dealers. In certain states, the common stock may not be sold unless they are registered or qualified for sale in such state, or unless an exemption from registration or qualification is available and is obtained.

We will bear all costs, expenses, and fees in connection with the registration of the common stock offered hereby. However, the Selling Stockholders will bear any brokerage or underwriting commissions and similar selling expenses, if any, attributable to the sale of the shares of common stock byoffered pursuant to this prospectus. We have agreed to indemnify the selling securityholders andSelling Stockholders against certain liabilities, including liabilities under the Securities Act, or to contribute to payments to which any other participating person. Toof those security holders may be required to make in respect thereof.

There can be no assurance that the extent applicable, Regulation M may also restrict the ability ofSelling Stockholders will sell any person engaged in the distributionor all of the sharessecurities offered by them hereby.

Legal Matters

The validity of common stock to engagethe securities offered hereby will be passed upon for us by Hunter Taubman Fischer & Li LLC.

Experts

Friedman LLP, our independent registered public accounting firm, has audited our financial statements for the years ended March 31, 2022 and 2021, as set forth in market-making activitiestheir report. We incorporated our financial statements by reference herein in reliance on Friedman LLP’s report, incorporated by reference herein, given on their authority as experts in accounting and auditing.

MATERIAL CHANGES

Except as otherwise described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022, in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed under the Exchange Act and incorporated by reference herein, and as disclosed in this prospectus, no reportable material changes have occurred since March 31, 2022.

Where You Can Find More Information

We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

Offers Outside the United States

Other than in the United States, no action has been taken by us that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advisedSelling Stockholders pursuant to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Where You Can Find More Information

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may access and read our SEC filings, including the complete registration statement and all of the exhibits to it, through the SEC’s website located at www.sec.gov. This site contains reports and other information that we file electronically with the SEC.

We have filed a registration statement, of which this prospectus is a part, and related exhibits with the SEC under the Securities Act. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits, and schedules,certain portions of which have beenare omitted as permitted by the rules and regulations of the SEC. For further information aboutpertaining to us and our securities,the shares of common stock covered by this prospectus, we refer you to the registration statement and itsthe exhibits and schedules.thereto. Statements contained in or incorporated by reference in this prospectus aboutregarding the contents of any contract agreement or other document referred to in those documents are not necessarily complete, and in each instance we refer you to the copy of suchthe contract agreement or other document filed as an exhibit to the registration statement with each such statement beingor other document. Each of these statements is qualified in all respects by referencethis reference.

We are subject to the document to which it refers.information and reporting requirements of the Exchange Act and, in accordance therewith, file annual and periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information, when filed, will be available on the SEC’s website (http://www.sec.gov). We also maintain a website at www.jerashholdings.com. You may inspectaccess these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the registration statement and exhibits without charge at the SEC’s web site listed above.SEC. Information contained in, or accessible through, our website does not constitute part of this prospectus. 

Incorporation of Certain InformationCERTAIN DOCUMENTS by Reference

THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE THAT ARE NOT PRESENTED IN OR DELIVERED WITH THIS PROSPECTUS. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS AND IN THE DOCUMENTS THAT WE HAVE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM OR IN ADDITION TO THE INFORMATION CONTAINED IN THIS DOCUMENT AND INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.

We incorporate information into this prospectus by reference, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. We incorporate by reference the documents listed below and all documents subsequently filed with the SEC pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date of this prospectus and prior to the termination of the offering under this prospectus:

Nothing in this prospectus shall be deemed to incorporate information furnished, but not filed, with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K and corresponding information furnished under Item 9.01 of Form 8-K or included as an exhibit.

Information in this prospectus supersedes related information in the documents listed above and information in subsequently filed documents supersedes related information in both this prospectus and the incorporated documents.

You may request orally or in writing, and we will provide you with, a copy of these filings, at no cost, by calling us at (212) 575-9085(201) 285-7973 or by writing to us at the following address:

Chief Financial Officer

Jerash Holdings (US), Inc.

260 East Main Street,277 Fairfield Road, Suite 2706338

Rochester,Fairfield, New York 14604Jersey 07004

These filings and reports can also be found on our website, located at www.jerashholdings.com. Our website and the information contained on, or that can be accessed through, our website will not be deemed to be incorporated by reference in, and are not considered part of, this prospectus or the registration statement of which it forms a part. You should not rely on any information on our website in making your decision to purchase our common stock.

Legal Matters1,475,728 Shares of Common Stock

The validity of the securities offered hereby will be passed upon for us by Harter Secrest & Emery LLP, Rochester, New York. 

ExpertsJerash Holdings (US), Inc.

Friedman LLP, our independent registered public accounting firm, has audited our financial statements for the years ended March 31, 2018 and 2017, as set forth in their report. We incorporated our financial statements by reference herein in reliance on Friedman LLP’s report, incorporated by reference herein, given on their authority as experts in accounting and auditing.PROSPECTUS

[●], 2022

Part

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses other than brokerage commissions, payable by the registrant in connection with the registrationthis offering, other than underwriting commissions and discounts, all of the common stock hereunder. None of the following expenseswhich are payable by the selling security holder. All amounts are estimates,estimated except for the SEC registration fee.

* Estimated expenses are not presently known because they depend upon, among other things, the number of offerings that will be made pursuant to this registration statement, the amount and type of securities being offered, and the timing of such offerings; we cannot compute the total until the exact expenses are known.

Item 15. Indemnification of Directors and Officers.

Jerash Holdings (US), Inc. (the “Company”) isWe are incorporated under the Delaware General Corporation Law (the “DGCL”).

Section 145(a) of the DGCL provides that a Delaware corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section 145(b) of the DGCL provides that a Delaware corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted under standards similar to those discussed above, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability, such person is fairly and reasonably entitled to be indemnified for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 of the DGCL further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit, or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; andtherewith, that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled;entitled, and that the corporation shall have power to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such whether or not the corporation would have the power to indemnify such person against such liability under Section 145.

Section 102(b)(7) of the DGCL provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provisions shall not eliminate or limit the liability of a director (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (3) under section 174 of the DGCLDGC,L or (4) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring before the date when such provision becomes effective.

Article Eleven11 of the Company’sour certificate of incorporation limits the liability of directors to the fullest extent permitted by the DGCL. The effect of this provision is to eliminate the Company’sour rights, and the rights of itsour stockholders, through stockholder derivative suits on our behalf, of the Company, to recover monetary damages against a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. However, the Company’sour directors will be personally liable to the Companyus and itsour stockholders for monetary damages if they acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions, or derived improper benefit from their actions as directors. In addition, the Company’sour certificate of incorporation, as amended, provides that the Company haswe have the right to indemnify itsour directors and officers to the fullest extent permitted by the DGCL.

Item 16. Exhibits.

The following documents are filed as exhibits to this registration statement, including those exhibits incorporated herein by reference to a prior filing under the Securities Act or the Exchange Act, as indicated in parentheses:

Item 17. Undertakings

Item 17. Undertakings.

A. The undersigned Registrant hereby undertakes:

provided, however, Paragraphs (a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to(i), (a)(1)(ii) and (a)(1)(iii) of this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date ofsection do not apply if the registration statement (or the most recent post-effective amendment thereof) which, individuallyis on Form S-1, Form S-3, Form SF-3 or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered)Form F-3 and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (A)(1)(i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Registrantregistrant pursuant to Sectionsection 13 or Sectionsection 15(d) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”) that are incorporated by reference in thisthe registration statement, or, as to a registration statement on Form S-3, Form SF-3 or Form F-3, is contained in a form of prospectus filed pursuant to Rule 424(b)§ 230.424(b) of this chapter that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) If the registrant is relying on Rule 430B, (A) eachEach prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) eachEach prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.Provided, however,, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for purposes of determining liability under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

B. The undersigned Registrant hereby undertakes that,(b) That for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’sregistrant’s annual report pursuant to Sectionsection 13(a) or Sectionsection 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Sectionsection 15(d) of the Securities Exchange Act)Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C.(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrantregistrant pursuant to the foregoing provisions, or otherwise, the Registrantregistrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrantregistrant of expenses incurred or paid by a director, officer or controlling person of the Registrantregistrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrantregistrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SignaturesSIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, in the State of New York,Fairfield on this 23rd day of May, 2019.August 19, 2022.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on behalf of theregistrantand in the capacities and on the dates indicated:indicated.

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