424b5 1 form424b5.htm filed pursuant to rule 424(b)(5)registration no. 333-261229 the information in this preliminary prospectus supplement is not complete and may be changed. this preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the u.s. securities and exchange commission under the securities act of 1933, as amended. this preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted. subject to completionpreliminary prospectus supplement dated july 11, 2024 preliminary prospectus supplement(to the prospectus dated june 10, 2022) shineco, inc. shares of common stock and pre-funded warrants to purchase shares of common stock pursuant to this prospectus supplement and the accompanying prospectus, shineco, inc., a delaware corporation (“shineco”), is offering shares of common stock, par value $0.001 per share. each share of common stock is being sold at a price of $ . shineco is also offering pre-funded warrants (each a “pre-funded warrant”) to purchase up to shares of common stock, exercisable at an exercise price of $0.001 per share, to those purchasers whose purchase of shares in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% or 9.99% of shineco’s outstanding shares of common stock immediately following the consummation of this offering. the purchase price of each pre-funded warrant is $ , which equals the price per share being sold to the public in this offering, minus $0.001. the pre-funded warrants will be immediately exercisable upon issuance until exercised in full. we are also offering the shares of common stock that are issuable from time to time upon exercise of the pre-funded warrants. shineco’s common stock is listed on the nasdaq capital market (the “nasdaq”) and traded under the symbol “sisi.” there is no established trading market for the pre-funded warrants and we do not intend to apply for listing of the pre-funded warrants on any national securities exchange or any other nationally recognized trading system. without an active trading market, the liquidity of the pre-funded warrants will be limited. on july 10, 2024, the closing price of shineco’s common stock was $2.49 per share. as of july 10, 2024, the aggregate market value of shineco’s outstanding common stock held by non-affiliates is approximately $35.66 million, based on 9,373,165 total shares of outstanding common stock as of july 10, 2024, of which 7,907,311 shares are held by non-affiliates and a per share price of $4.51 which is the closing price on july 9, 2024. pursuant to general instruction i.b.6 of form s-3, in no event will shineco sell securities registered on the registration statement of which this prospectus supplement is a part with a value of more than one-third of the aggregate market value of shineco’s common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of shineco’s common stock held by non-affiliates is less than $75,000,000. shineco has offered shares of common stock with an aggregate value of $1,440,000 pursuant to general instruction i.b.6. of form s-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus supplement. instead of a chinese operating company, shineco is a holding company incorporated in the state of delaware. you will be purchasing the shares of common stock of shineco, the domestic holding company with offshore subsidiaries pursuant to this prospectus supplement. you are not directly investing in any of the subsidiaries of shineco. unless the context requires otherwise, references to the “company,” “we,” “our,” and “us,” refer to shineco, inc. and its subsidiaries, and when describing the financial results of shineco for the fiscal years ended june 30, 2023 and 2022 and the nine months ended march 31, 2024 and 2023, also includes its former variable interest entities (the “former vies”) and their operating subsidiaries in people’s republic of china (the “prc” or “china”), and references to “shineco” refers to shineco, inc., our nevada holding company. shineco terminated the vie structure in september 2023 and currently only conducts its business operations through subsidiaries in china. the securities offered by this prospectus supplement involve high degree of ris