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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 February 2025
Commission File Number: 001-36885
| TANTECH HOLDINGS LTD |
| (Translation of registrant’s name into English) |
No. 10 Cen Shan Road, Shuige Industrial Zone
Lishui City, Zhejiang Province
People’s Republic of China 323000
(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 ☒ Form 40-F ☐
EXPLANATORY NOTE
On January 21, 2025, the Board of Directors of Tantech Holdings Ltd, a British Virgin Islands company (the “Company”), approved a proposal to effect a share consolidation (the “Share Consolidation”) of the Company’s authorized issued common shares at the ratio of one-for-forty (the “Board Resolution”).
Reason for the Share Consolidation
The Share Consolidation is being effected to enable the Company to meet the NASDAQ continued listing standards relating to the minimum bid price (which the Company was previously advised it was in non-compliance with).
Effects of the Share Consolidation
Effective Date; Symbol; CUSIP Number. The Share Consolidation will become effective on February 13, 2025 and will be reflected with NASDAQ Capital Market and in the marketplace at the open of business on February 13, 2025 (the “Effective Date”), whereupon the common shares begin trading on a split-adjusted basis. In connection with the Share Consolidation, the Company’s common shares continue to trade on NASDAQ Capital Market under the symbol “TANH” but trade under a new CUSIP Number, G8675X156.
Split Adjustment; No Fractional Shares. On the Effective Date, the total number of the Company’s common shares held by each shareholder will be converted automatically into the number of whole common shares equal to (i) the number of issued and outstanding common shares held by such shareholder immediately prior to the Share Consolidation, divided by (ii) forty (40).
No fractional common shares will be issued to any shareholders in connection with the Share Consolidation.
The Company may purchase, redeem or otherwise acquire at market value any fractional shares without the consent of the relevant shareholder(s) and shall pay the repurchase price no later than 30 days after the effective date of the repurchase.
Non-Certificated Shares; Certificated Shares. Shareholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Share Consolidation will automatically be reflected in their brokerage accounts.
Shareholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Share Consolidation to each requesting shareholder.
VStock Transfer, LLC
18 Lafayette Place
Woodmere, New York 11598
Tel: (212) 828-8436
Fax: (646) 536-3179
Please contact VStock Transfer, LLC for further information, related costs and procedures before sending any certificates.
British Virgin Islands Filing. The Company will not be required to amend its memorandum and articles of association, as amended (the “Memorandum and Articles”), in connection with the Share Consolidation. As a result, no amendment to the Memorandum and Articles will be filed with the Registrar of Corporate Affairs in the British Virgin Islands. Following the Share Consolidation, the Company will file the Board Resolutions and an updated register of members with the BVI administrator to reflect the combined shares effected on the Effective Date.
Authorized Shares. The Company is authorized to issue an unlimited number of common shares of no par value each. At the time the Share Consolidation is effective, there will be no change to the authorized shares or par value of the common shares, and all issued and outstanding shares are consolidated at the ratio of one-for-forty.
Capitalization. Prior to the Effective Date, there are 47,556,466 common shares outstanding. As a result of the Share Consolidation, approximately 1,188,911 common shares will be outstanding (subject to redemptions of fractional shares).
The Company issued a press release announcing the foregoing matters on February 10, 2025.
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SIGNATURE
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, thereunto duly authorized.
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| Tantech Holdings Ltd |
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| Date: February 10, 2025 | By: | /s/ Wangfeng Yan |
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| Wangfeng Yan |
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| Chief Executive Officer |
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EXHIBIT 99.1
Tantech Holdings Announces 1-for-40 Common Share Consolidation
LISHUI, China, February 10, 2025 – Tantech Holdings Ltd (NASDAQ: TANH) (“Tantech” or the “Company”), announced today that the Company’s Board of Directors approved on January 21, 2025 to effect a share consolidation of the Company’s common shares at the ratio of one-for-forty with the marketplace effective date of February 13, 2025.
The objective of the share consolidation is to enable the Company to regain compliance with NASDAQ (“Nasdaq”) Marketplace Rule 5550(a)(2) and maintain its listing on Nasdaq.
Beginning with the opening of trading on February 13, 2025, the Company’s common shares will trade on the Nasdaq Capital Market on a split-adjusted basis, under the same symbol “TANH” but under a new CUSIP Number, G8675X156.
As a result of the share consolidation, each forty common shares outstanding will automatically combine and convert to one issued and outstanding common share without any action on the part of the shareholders. No fractional common shares will be issued to any shareholders in connection with the share consolidation, and such fractional shares will be redeemed by the Company.
The share consolidation will reduce the number of common shares issued and outstanding from 47,556,466 to approximately 1,188,911 (subject to the redemption of the fractional shares at the closing price of the common shares on February 13, 2025). The number of common shares that the Company is authorized to issue will be unlimited and remain unchanged.
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: https://tanhtech.com/.
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