铜道控股美股招股说明书(2023-03-14版)

424B5 1 ea175140-424b5_tdholdings.htm PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5)Registration No. 333-239757Prospectus Supplement(To Prospectus dated August 4, 2020) TD HOLDINGS, INC. Up to US$1,500,000 Common StockIssuable upon the conversion of10% Convertible Promissory Note Due 2024 Pursuant to this prospectus supplement and the accompanying prospectus, we are offering, from time to time, shares of our common stock, par value 0.001 par value per share, for an aggregate offering price of up to US$1,500,000, issuable upon the conversion of US$1,500,000 principal amount of 10% convertible note due 2024 (the “Note”) and interest accrued thereon to Streeterville Capital, LLC (“Streeterville Capital” or the “Investor”). The Note was purchased by the Investor from us pursuant to a securities purchase agreement on March 13, 2023. The Note has a principal amount of US$3,320,000.00 (the “Principal”) and bears an interest rate that equals to ten percent (10%) per annum. The purchase price for the Note is $3,000,000.00 (the “Purchase Price”, and the date on which the Purchase Price is delivered by Streeterville Capital to the Company, the “Purchase Price Date”). The Principal and the interest payable under the Note will become due and payable twelve (12) months from the Purchase Price Date (the “Maturity Date”), unless earlier converted or prepaid by us. The Note has a conversion price (the “Redemption Conversion Price”) equal to eighty percent (80%) multiplied by the lowest VWAP (the dollar volume-weighted average price for shares of our common stock on the Nasdaq Capital Market) during the fifteen (15) trading days immediately preceding the date a redemption notice is delivered (the “Redemption Date”). In this prospectus supplement, we refer to all shares issued by us pursuant to conversion of the Note as “Conversion Shares.” The Investor has the right to redeem the Note at any time beginning on the date that is ninety (90) days from the Purchase Price Date until the outstanding balance has been paid in full, subject to the maximum monthly redemption amount of $375,000.00 (the “Maximum Monthly Redemption Amount”). Redemptions may be satisfied in cash, common stock at the Redemption Conversion Price, or any combination of the foregoing. We have the right, but not the obligation, to prepay all or any portion of the outstanding balance under this Note prior to the Maturity Date at a cash prepayment price equal to 125% of the outstanding balance to be prepaid. For a more detailed description of the Note, see the section entitled “Description of Securities We Are Offering” beginning on page S-11. Our shares of common stock are currently traded on the NASDAQ Capital Market under the symbol “GLG.” On March 13, 2023, the closing sale price of our shares of common stock was US$1.16 per share. The aggregate market value of our outstanding shares of common stock held by non-affiliates was approximately US$144,363,405 based on 144, 416,101 outstanding shares of common stock, of which 116,422,101 shares are held by non-affiliates, and per share price of US$1.24, which was the last reported price on the NASDAQ Capital Market of our common stock on March 3, 2023. We have offered US$559,072.97 of 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 US$100 million of securities hereunder. 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. The date of this prospectus supplement is March 13, 2023 TABLE OF CONTENTS Prospectus Supplement Page ABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-4RISK FACTORSS-5USE OF PROCEEDSS-10CAPITALIZATIONS-10DESCRIPTION OF SECURITIES WE ARE OFFERINGS-11DIVIDEND POLICYS-12PLAN OF DISTRIBUTIONS-13LEGAL MATTERSS-13EXPERTSS-13INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-14DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LAW VIOLATIONSS-14WHERE YOU CAN FIND MORE INFORMATIONS-15 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS1OUR COMPANY2RISK FACTORS5USE OF PROCEEDS6PLAN OF DISTRIBUTION7DESCRIPTION OF CAPITAL STOCK9DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY16LEGAL MATTERS16EXPERTS16WHERE YOU CAN FIND MORE INFORMATION16INCORPORATION OF DOCUMEN