424B3 1 form424b3.htm Filed pursuant to Rule 424(b)(3)Registration No. 333-274153 PROSPECTUS TAOPING INC. Up to 20,043,394 Ordinary Shares This prospectus relates to the offer and resale, from time to time, by the selling shareholder identified in this prospectus (the “Selling Shareholder”) of up to 20,043,394 ordinary shares, no par value of Taoping Inc. (the “Ordinary Shares”). Throughout this prospectus, unless the context indicates otherwise, references to “Taoping” or “the Company” refer to Taoping Inc., a British Virgin Islands holding company and references to “we,” “us,” “our” or “our company” are to Taoping and its consolidated subsidiaries. On July 17, 2023, Taoping entered into a standby equity purchase agreement (the “Private SEPA”) with Shanjing Capital Group Co., Ltd, a British Virgin Islands business company (the “Investor”), pursuant to which Toping may, at its sole discretion, elect to issue and sell to the Investor or its designee, from time to time after the date of this prospectus, up to $10 million of Ordinary Shares. Concurrently with the execution of the Private SEPA, Taoping issued 43,394 Ordinary Shares (the “Private Commitment Fee Shares”) to the Selling Shareholder, who is the Investor’s designee and sole director and sole shareholder of the Investor, as consideration for the Investor’s irrevocable commitment to purchase up to $10 million of Ordinary Shares at Taoping’s election pursuant to the Private SEPA. In connection with the Private SEPA, we are registering herein (i) up to 20,000,000 Ordinary Shares that the Company may sell to the Selling Shareholder, from time to time after the date of this prospectus, in its sole discretion, pursuant to the Private SEPA, and (ii) 43,394 Private Commitment Fee Shares. Please see “Selling Shareholder” for additional information regarding the Selling Shareholder. We are not selling any Ordinary Shares under this prospectus and will not receive any of the proceeds from any resale of Ordinary Shares by the Selling Shareholder pursuant to this prospectus. However, we may receive up to $10 million in aggregate gross proceeds from sales of the Ordinary Shares, if any, to the Selling Shareholder that Taoping may, in its sole discretion, elect to make, from time to time after the date of this prospectus and after satisfaction of other conditions in the Private SEPA, based on market prices of the Ordinary Shares prior to the time Taoping elects to make such sales to the Selling Shareholder. We will bear all costs, expenses and fees in connection with the registration of the Ordinary Shares under the Securities Act of 1933, as amended (the “Securities Act”). The Selling Shareholder will bear all commissions and discounts, if any, attributable to its resales of Ordinary Shares. However, our registration of the Ordinary Shares covered by this prospectus does not guarantee that the Selling Shareholder will offer or sell any or all of the Ordinary Shares. The Selling Shareholder may offer, sell or distribute all or a portion of their Ordinary Shares publicly or through private transactions at prevailing market prices or at negotiated prices. We provide more information about how the Selling Shareholder may sell or otherwise dispose the Ordinary Shares in the section entitled “Plan of Distribution.” The Selling Shareholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. The Ordinary Shares are listed on the NASDAQ Capital Market under the symbol “TAOP.” On August 29, 2023, the closing sale price of the Ordinary Share was $2.44. INVESTORS PURCHASING SECURITIES IN THIS OFFERING ARE PURCHASING SECURITIES OF TAOPING, THE BRITISH VIRGIN ISLANDS HOLDING COMPANY RATHER THAN SECURITIES OF TAOPING’S SUBSIDIARIES THAT HAVE SUBSTANTIVE BUSINESS OPERATIONS IN CHINA. Taoping is not an operating Chinese company but rather a holding company incorporated in the British Virgin Islands. Because Taoping has no business operations of its own, we conduct our business through Taoping’s operating subsidiaries in China (which is also referred to as “PRC”). This structure involves unique risks to investors and you may never directly hold equity interests in Taoping’s operating entities. You are specifically cautioned that there are significant legal and operational risks associated with being based in or having the majority of operations in China, including that changes in the legal, political and economic policies of the Chinese government, the relations between China and the United States, or Chinese or United States regulations, may materially and adversely affect our busi