淘屏美股招股说明书(2020-03-30版)

424B5 1 form424b5.htm Filed Pursuant to Rule 424(b)(5)Registration No. 333-229323 PROSPECTUS SUPPLEMENT(To Prospectus dated February 11, 2019) 1,714,286 Ordinary Shares Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to 1,714,286 ordinary shares, no par value (the “Ordinary Shares”) of Taoping Inc. (the “Company”) at a price of $0.35 per share directly to two individual investors. In a concurrent private placement, for a purchase price of $1,400,000, we are selling to the same investors two Convertible Promissory Notes (the “Notes”), each with a principal amount of $740,000 and two warrants, each to purchase up to 160,000 Ordinary Shares at $1.50 per share within three years following the issue date (the “Warrants”). Each Note carries an original issue discount of $40,000 (the “OID”) matures in 12 months from the issue date, bearing interest at a rate of 5.0% per annum. The Notes, the Warrants and the Ordinary Shares issuable upon the conversion of Notes and the exercise of the Warrants are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), and are not being offered pursuant to this prospectus supplement and the accompanying prospectus and are being offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder. 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 March 27, 2020 was $0.42 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 $17.50 million, based on 42,060,163 Ordinary Shares issued and outstanding, of which approximately 24,311,452 Ordinary Shares are held by non-affiliates, and a per share price of $0.72 based on the closing price of our Ordinary Shares on February 4, 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 not sold 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 $0.03 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. We expect that delivery of the Ordinary Shares offered pursuant to this prospectus supplement and the accompanying prospectus will be made on or about March 30, 2020, subject to customary closing conditions. The date of this prospectus supplement is March 27, 2020 TABLE OF CONTENTS PageProspectus Supplement About this Prospectus SupplementS-iiForward-Looking InformationS-iiiProspectus SummaryS-1Risk FactorsS-4Use of ProceedsS-7Capitalization and Indebtedness S-8Description of Ordinary Shares We Are OfferingS-9Private Placement TransactionS-1Plan of DistributionS-11Legal MattersS-12ExpertsS-12Incorporation of Certain Information by ReferenceS-12Where You Can Find More InformationS-13 Prospectus About this Prospectus1Taoping Inc. 1Risk Factors 2Forward-Looking Statements 3Use of Proceeds3Selling Shareholder 4Description of Share Capital4Description of Debt Securities7Description of Warrants16Description of Units17Plan of Distribution17Expenses of Issuance and Distribution19Legal Matters 19Enforcement of Civil Liabilities 19Experts20Indemnification 20Where 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 wher