UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2022
Commission File Number: 001-36885
TANTECH HOLDINGS LTD
(Translation of registrant’s name into English)
c/o Zhejiang Forest Bamboo Technology Co., Ltd.
No. 10 Cen Shan Road, Shuige Industrial Zone
Lishui City, Zhejiang Province 323000
+86-578-226-2305
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
| Form 20-F x | Form 40-F ¨ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
EXPLANATORY NOTE
On October 28, 2022, The Nasdaq Stock Market LLC (“NASDAQ”) granted Tantech Holdings Ltd (the “Company”) an additional 180 calendar days, or until April 24, 2023, to regain compliance with the $1.00 per share minimum required for continued listing on The NASDAQ Capital Market pursuant to NASDAQ Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Rule”).
As previously reported, on April 28, 2022, the Company received a notification letter (the “Notice”) from NASDAQ advising the Company that for 30 consecutive business days preceding the date of the Notice, the bid price of the Company’s common shares had closed below the $1.00 per share minimum required for continued listing on The NASDAQ Capital Market pursuant to the Minimum Bid Price Rule. The Company was provided 180 calendar days, or until October 25, 2022, to regain compliance with the Minimum Bid Price Rule. The Company was unable to regain compliance with the Minimum Bid Price Rule by October 25, 2022. NASDAQ’s determination to grant the second compliance period was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the NASDAQ Capital Market, with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. To regain compliance, the bid price of the Company’s common shares must close at or above $1.00 per share for a minimum of ten consecutive business days at any time during the second 180-day compliance period.
The Notice has no effect on the listing of the Company’s common shares at this time and the Company’s common shares will continue to trade on The NASDAQ Capital Market under the symbol “TANH”.
The Company intends to implement a reverse stock split. On October 28, 2022, the Company’s Board of Directors approved a consolidation of the authorized shares, including all issued shares, at the ratio of one-for-twenty-four (the “Reverse Share Split”), an amendment and restatement to the Company’s memorandum and articles of association currently registered with the Registrar of Corporate Affairs in the British Virgin Islands, and the change of authorized shares from of 60,000,000 common shares with a par value of $0.01 to 2,500,000 common shares with a par value of $0.24.
The Company issued a press release announcing the foregoing matters on October 31, 2022.
EXHIBIT INDEX
| Exhibit | Description | |
| 99.1 | Press release dated October 31, 2022 |
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.
| TANTECH HOLDINGS LTD | |||
| Date: October 31, 2022 | By: | /s/ Wangfeng Yan | |
| Name: | Wangfeng Yan | ||
| Title: | Chief Executive Officer | ||
Exhibit 99.1
Tantech Holdings Receives NASDAQ Minimum Bid Price Requirement Extension And Announces Reverse Stock Split
LISHUI, China, October 31, 2022 – Tantech Holdings Ltd (NASDAQ: TANH) (“Tantech” or the “Company”), announced today that on October 28, 2022, it received notification from The Nasdaq Stock Market LLC (“NASDAQ”) confirming the Company has been granted an additional 180 calendar day period for compliance under its minimum bid price requirement through April 24, 2023. To regain compliance with NASDAQ’s minimum bid price requirement, the closing bid price of the Company's common shares needs to be at least $1.00 per share or greater for at least ten consecutive business days by April 24, 2023.
On October 28, 2022, the Company’s Board of Directors approved a consolidation of the Company’s authorized shares, including all issued shares, at the ratio of one-for-twenty-four (the “Reverse Share Split”), an amendment and restatement to the Company’s Memorandum and Articles of Association (the “Amended and Restated M&A”) and related filings with the BVI Registrar of Corporate Affairs. No additional shareholder approval is required pursuant to the BVI Business Companies Act (as revised). The Reverse Stock Split is expected to be effective upon the filing of the Amended and Restated M&A and a notice of the Change of Authorized Shares with the BVI Registrar on or around November 4, 2022, and the Company anticipates the trading of its common shares on a split-adjusted basis to begin soon thereafter on a date approved by the NASDAQ. Following the Reverse Share Split, the Company’s common shares will continue to trade on the NASDAQ under the symbol “TANH” but will trade under a new CUSIP. The Reverse Share Split is expected to increase the market price per share of the Company’s common shares in order to comply with the NASDAQ continued listing standards relating to the minimum bid price.
About Tantech Holdings Ltd
For the past decade, Tantech has been a highly specialized high-tech enterprise producing, researching and developing bamboo charcoal-based products with an established domestic and international sales and distribution network. Since 2017, when the Company acquired 70% of Shangchi Automobile, a vehicle manufacturer based in Zhangjiagang City, Jiangsu Province, it has manufactured and sold vehicles. The Company established two new subsidiaries, Lishui Smart New Energy Automobile Co., Ltd. and Zhejiang Shangchi New Energy Automobile Co., Ltd., in November 2020, to produce and sell street sweepers and other electric vehicles. The Company is fully ISO 90000 and ISO 14000 certified and has received a number of national, provincial and local honors, awards and certifications for its products and scientific research efforts. The Company's subsidiary, First International Commercial Factoring (Shenzhen) Co., LTD, is engaged in commercial factoring for businesses in and related to its supply chain. For more information please visit: http://ir.tantech.cn.
Forward-Looking Statements
This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning the sales, plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulations, and other risks contained in reports filed by the Company with the Securities and Exchange Commission. All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualified by this cautionary statement and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
For more information, please contact:
Tantech Holdings Ltd
Investor Relations
Tel: +86 (578) 226-2305
ir@tantech.cn