淘屏美股招股说明书(2021-01-21版)

424B5 1 form424b5.htm Filed Pursuant to Rule 424(b)(5)Registration No. 333-229323 PROSPECTUS SUPPLEMENT(To Prospectus dated February 11, 2019) 740,740 Ordinary Shares Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to 740,740 ordinary shares, no par value (the “Ordinary Shares”) of Taoping Inc. (the “Company”) at a price of $2.70 per share directly to certain individual investors. Our Ordinary Shares trade on the NASDAQ Capital Market under the symbol “TAOP.” The last reported sale price of our Ordinary Shares on the NASDAQ Capital Market on January 20, 2021 was $3.08 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding Ordinary Shares held by non-affiliates is approximately $18.21 million, based on 8,486,956 Ordinary Shares issued and outstanding, of which approximately 5,500,962 Ordinary Shares are held by non-affiliates, and a per share price of $3.31 based on the closing price of our Ordinary Shares on November 25, 2020, which is the highest closing sale price of our Ordinary Shares on The Nasdaq Capital Market within the prior 60 days. During the 12 calendar months prior to and including the date of this Prospectus Supplement, we have sold $1.2 million of our Ordinary Shares pursuant to General Instruction I.B.5 of Form F-3. Pursuant to General Instruction I.B.5 of Form F-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 in any 12 calendar month period that ends on, and includes, the date of this prospectus supplement, so long as our public float remains below $75.0 million. We have not retained an underwriter or placement agent with respect to this offering and therefore are not paying any underwriting discounts or commissions. We estimate the total expenses of this offering will be approximately $0.02 million. Please read “Risk Factors” beginning on page S-4 of this prospectus supplement and on page 2 of the accompanying prospectus. Neither the Securities and Exchange Commission nor any states securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is January 19, 2021 TABLE OF CONTENTS PageProspectus Supplement About this Prospectus SupplementS-iiForward-Looking InformationS-iii Prospectus SummaryS-1Risk FactorsS-4Use of ProceedsS-7Capitalization and Indebtedness S-8Description of Ordinary Shares We Are OfferingS-9Plan of DistributionS-10Legal MattersS-11ExpertsS-11Incorporation of Certain Information by ReferenceS-11Where You Can Find More InformationS-12 Prospectus ABOUT THIS PROSPECTUS1TAOPING INC.1RISK FACTORS2FORWARD-LOOKING STATEMENTS3USE OF PROCEEDS3SELLING SHAREHOLDER4DESCRIPTION OF SHARE CAPITAL4DESCRIPTION OF DEBT SECURITIES6DESCRIPTION OF WARRANTS16DESCRIPTION OF UNITS17PLAN OF DISTRIBUTION17EXPENSES OF ISSUANCE AND DISTRIBUTION19LEGAL MATTERS19ENFORCEMENT OF CIVIL LIABILITIES19EXPERTS20INDEMNIFICATION20WHERE YOU CAN FIND MORE INFORMATION20INCORPORATION OF CERTAIN INFORMATION BY REFERENCE21 You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not authorized anyone else to provide you with additional or different information. We are offering to sell, and seeking offers to buy Ordinary Shares only in jurisdictions where offers and sales are permitted. You should not assume that the information in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the front of those documents or that any document incorporated by reference is accurate as of any date other than its filing date. No action is being taken in any jurisdiction outside the United States to permit a public offering of the Ordinary Shares or possession or distribution of this prospectus supplement or the accompanying prospectus in that jurisdiction. Persons who come into possession of this prospectus supplement or the accompanying prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus supplement and the accompanying prospectus applicable to that jurisdiction. S-i ABOUT THIS PROSPECTUS SUPPLEMENT On January 22, 2019, we filed with the Securities and Exchange Commission, or the SEC, a registration statement on Form F-3 (File No. 333-229323) utilizing a shelf registration process relating to the securities described in this prospectus supplement. The registration statement was declared effective on February 11,