424B3 1 form424b3.htm Filed Pursuant to Rule 424(b)(3)Registration No. 333-274153 Prospectus Supplement No. 2 to Prospectus dated August 30, 2023 TAOPING INC. Up to 20,043,394 Ordinary Shares This prospectus supplement amends and supplements the prospectus dated August 30, 2023, as supplemented or amended from time to time (the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration Statement No. 333-274153). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in our Report on Form 6-K, which was furnished to the Securities and Exchange Commission on September 29, 2023 (the “Form 6-K”). Accordingly, we have attached the Form 6-K to this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Our Ordinary Shares are traded under the symbol “TAOP” on the Nasdaq Capital Market. On September 28, 2023, the closing price of our Ordinary Shares on the Nasdaq Capital Market was $2.32. We are a “foreign private issuer” under applicable federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for the Prospectus and future filings. INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE “RISK FACTORS” BEGINNING ON PAGE 8 OF THE PROSPECTUS. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement No. 2 is September 29, 2023. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of, September 2023 Commission File Number 001-35722 TAOPING INC.(Translation of registrant’s name into English) 21st Floor, Everbright Bank BuildingZhuzilin, Futian DistrictShenzhen, Guangdong 518040People’s Republic of China(Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐ INCORPORATION BY REFERENCE This Form 6-K is hereby incorporated by reference into the registration statements of Taoping Inc. (the “Company”) on Form S-8 (Registration Numbers 333-256600 and 333-211363) and Form F-3 (Registration Numbers 333-262181 and 333-229323) to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. On September 27, 2023, Taoping Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Streeterville Capital, LLC, a Utah limited liability company (the “Investor”), pursuant to which the Company issued an unsecured convertible promissory note with a 12-month maturity (the “Note”) to Investor. The Note has the original principal amount of $609,000.00 including the original issue discount of $44,000 and Investor’s legal and other transaction costs of $15,000. The Company anticipates using the proceeds for general working capital purposes. Interest accrues on the outstanding balance of the Note at 8% per annum. Upon the occurrence of a Trigger Event (as defined in the Note), Investor may increase the outstanding balance payable under the Note by 15% or 5%, depending on the nature of such event. If the Company fails to cure the Trigger Event within the required five trading days, the Triger Event will automatically become an event of default and interest will accrue at the lesser of 22% per annum or the maximum rate permitted by applicable law. Pursuant to the terms of the Purchase Agreement and the Note, the Company must obtain Investor’s consent for certain fundamental transactions such as consolidation, merger, disposition of substantial assets, change of control, reorganization or recapitalization. Any occurrence of such fundamental transaction without Investor’s prior written consent will be d