铜道控股美股招股说明书(2020-11-24版)

424B5 1 ea130419-424b5_tdholdingsinc.htm PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5)Registration No. 333-239757 Prospectus Supplement(To Prospectus dated August 4, 2020) TD HOLDINGS, INC. 8,000,000 Shares of Common Stock We are offering 8,000,000 shares of our common stock, $0.001 par value per share, directly to the investors in this offering at a price of $2.50 per share pursuant to this prospectus supplement and the accompanying prospectus. For a more detailed description of the shares of common stock, see the section entitled “Description of Our Securities We Are Offering” beginning on page S-14. Our shares of common stock are currently traded on the NASDAQ Capital Market under the symbol “GLG.” On November 23, 2020, the closing sale price of our shares of common stock was $2.12 per share. The aggregate market value of our outstanding shares of common stock held by non-affiliates was approximately $202.03 million based on 71,131,207 outstanding shares of common stock, of which 58,793,932 shares are held by non-affiliates, and per share price of $2.84, which was the last reported price on the NASDAQ Capital Market of our common stock on October 20, 2020. We have not offered any securities 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 and we may sell up to approximately $100 million of securities hereunder. We have negotiated with certain accredited investors offer and sale of our common stock. See “Plan of Distribution” beginning on page S-14 of this prospectus supplement for more information regarding these arrangements. Investing in our securities involves a high degree of risk. You should purchase our securities only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page S-5 of this prospectus supplement and on page 5 of the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Per Share Total Offering Price $2.50 20,000,000 Proceeds, before expenses, to us $2.50 20,000,000 We expect that delivery of the shares of common stock being offered pursuant to this prospectus supplement and the accompanying prospectus will be made on or about November 24, 2020. The date of this prospectus supplement is November 24, 2020 TABLE OF CONTENTS Prospectus Supplement Page ABOUT THIS PROSPECTUS SUPPLEMENT S-iiCAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS S-iiiPROSPECTUS SUPPLEMENT SUMMARY S-1THE OFFERING S-4RISK FACTORS S-5USE OF PROCEEDS S-10DILUTION S-11DIVIDEND POLICY S-12CAPITALIZATION S-13DESCRIPTION OF OUR SECURITIES WE ARE OFFERING S-14PLAN OF DISTRIBUTION S-14LEGAL MATTERS S-15EXPERTS S-15INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE S-15DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LAW VIOLATIONS S-15WHERE YOU CAN FIND MORE INFORMATION S-16 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS1OUR COMPANY2RISK FACTORS5USE OF PROCEEDS6PLAN OF DISTRIBUTION6DESCRIPTION OF CAPITAL STOCK8DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY15LEGAL MATTERS15EXPERTS15WHERE YOU CAN FIND MORE INFORMATION15INCORPORATION OF DOCUMENTS BY REFERENCE16 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, shares of common stock 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 shares of common stock 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