424B5 1 form424b5.htm Filed Pursuant to Rule 424(b)(5)Registration No. 333-262181 PROSPECTUS SUPPLEMENT(To Prospectus dated July 1, 2022 andProspectus Supplement dated July 17, 2023) TAOPING INC. 80,000 Ordinary Shares Pursuant to this prospectus supplement, the accompanying prospectus supplement and the accompanying base prospectus, we are offering 80,000 ordinary shares to SHANJING CAPITAL GROUP CO., LTD (the “Investor”) at a price of approximately $4.626 per share, pursuant to our previously announced Standby Equity Purchase Agreement with the Investor dated July 17, 2023 (the “SEPA”). The total purchase price and proceeds we will receive from the sale of the shares is $370,080. These shares are being issued as part of the commitment by Investor to purchase from time to time, at our option, up to $1,000,000 of our ordinary shares pursuant to the SEPA, as described in Prospectus Supplement dated July 17, 2023. We expect to issue the shares to Investor on or about August 3, 2023. In addition to our issuance of the shares to the Investor pursuant to the SEPA, this prospectus supplement, the accompanying prospectus supplement and the accompanying prospectus also cover the sale of these shares by the Investor to the public. Though we have been advised by the Investor, and the Investor represents in the SEPA, that the Investor is purchasing the shares for its own account, for investment purposes in which it takes investment risk (including, without limitation, the risk of loss), and without any view or intention to distribute such shares in violation of the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable securities laws, the Securities and Exchange Commission (the “SEC”) may take the position that the Investor may be deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act and any profits on the sales of shares of our ordinary shares by the Investor and any discounts, commissions or concessions received by the Investor are deemed to be underwriting discounts and commissions under the Securities Act. For additional information on the methods of sale that may be used by the Investor, see the section entitled “Plan of Distribution” on page S-6 of the accompanying prospectus supplement. Our ordinary shares are listed on the Nasdaq Capital Market under the symbol “TAOP.” Effective at the market opening on August 1, 2023, the Company implemented a one-for-ten reverse stock split of its issued and outstanding ordinary shares where every ten ordinary shares outstanding were automatically combined and converted into one issued and outstanding ordinary share. Any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. The reverse stock split was intended to increase the per share trading price of the Company’s ordinary shares to satisfy the $1.00 minimum bid price requirement for continued listing on the NASDAQ Stock Market. Immediately following the reverse stock split, the Company had approximately 1,864,554 ordinary shares outstanding. On August 1, 2023, the closing price of our ordinary shares was $4.90 per share. The aggregate market value of our outstanding ordinary shares held by non-affiliates is $9,349,694, based on 1,864,554 ordinary shares outstanding as of the date of this prospectus supplement, of which 1,236,732 are held by non-affiliates, and $7.56, which was closing price of the ordinary shares on June 22, 2023. Pursuant to General Instruction I.B.5 of Form F-3, in no event will the aggregate market value of securities sold by us or on our behalf pursuant to General Instruction I.B.5 of Form F-3 during the 12 calendar month period immediately prior to, and including, the date of any such sale exceed one-third of the aggregate market value of our ordinary shares held by non-affiliates, calculated in accordance with General Instruction I.B.5 of Form F-3. During the 12 calendar month period that ends on and includes the date hereof, we have not sold securities pursuant to General Instruction I.B.5 of Form F-3. Investing in our securities involves a high degree of risk. Before buying any securities, you should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page S-4 of the accompanying prospectus supplement and in the documents incorporated by reference into this prospectus supplement, the accompanying prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprove