互联网科技包装美股招股说明书(2025-05-12版)

Filedpursuant to Rule424(b)(5)RegistrationStatement No.333-268944 Prospectus Supplement(To Prospectus dated April14, 2023) Subjectto Completion,dated May 12,2025 IT TECH PACKAGING, INC. Up to_________ Shares of Common StockandUp to ____ Pre-Funded Warrants to Purchase up to ______ Shares of Common Stock We are offering on a reasonable best efforts basis__________ shares of our commonstock,$0.001 par value per share,at a purchase price of$___per share of commonstock, pursuant to this prospectus supplement and the accompanying prospectus. Weare also offering to investors that would otherwise result in the investor’sbeneficialownership exceeding 4.99%(or,at the election of the holder,9.99%)ofouroutstanding common stock immediately following the consummation of this offeringthe opportunity to purchase pre-funded warrants to purchase one share of common stock(“Pre-Funded Warrant”)in lieu of one share of common stock.Subject to limitedexceptions,a holder of Pre-Funded Warrants will not have the right to exercise anyportion of its Pre-Funded Warrants if the holder, together with its affiliates, wouldbeneficiallyown in excess of 4.99%(or,at the election of the holder,such limitmaybe increased to up to 9.99%)of the common stock outstanding immediately aftergivingeffect to such exercise.Each Pre-Funded Warrant will be exercisable for oneshare of common stock. The purchase price of each Pre-Funded Warrant will be equal totheprice per share of common stock,minus$0.001,and the exercise price of eachPre-Funded Warrant will equal$0.001 per share.The Pre-Funded Warrants will beimmediatelyexercisable(subject to the beneficial ownership cap)and may beexercised at any time until all of the Pre-Funded Warrants are exercised in full. ForeachPre-Funded Warrant purchased(without regard to any limitation on exercise setforththerein),the number of shares of common stock we are offering will bedecreased on a one-for-one basis. Fora more detailed description of the shares of common stock and Pre-FundedWarrants, see the section entitled “Description of Our Securities” beginning on pageS-42. Ourshares of common stock are currently traded on the NYSE American under thesymbol“ITP.” On May 9,2025,the closing sale price of our shares of common stockwas $0.44 per share. The securities will be offered at a fixed price and are expected to be issued inasingle closing.We expect this offering to be completed not later than onetradingday following the commencement of sales in this offering and we will deliverallsecurities to be issued in connection with this offering delivery versus paymentorreceipt versus payment,as the case may be,upon receipt of investor fundsreceivedby us.Accordingly,neither we nor the placement agent have made anyarrangementsto place investor funds in an escrow account or trust account since theplacementagent will not receive investor funds in connection with the sale of thesecurities offered hereunder. Asof May9,2025,the aggregate market value of our outstanding common stockheldby non-affiliates,or public float,was approximately$4,176,033,based on10,065,920shares of our common stock issued and outstanding on May9,2025,of whichapproximately 574,936 shares were held by affiliates,and a price of$0.44 pershare,which was the closing price at which our common stock was last sold on NYSEAmericanon May 9,2025.Pursuant to General Instruction I.B.6 of Form S-3,in noeventwill we sell securities registered on this registration statement in a publicprimaryoffering with a value exceeding more than one-third of our public float inany12-month period so long as our public float remains below$75 million.As of May9,2025,prior to the consummation of this offering,we have not sold any securitiesunder the foregoing “shelf” registration statement. Table of Contents There is no established trading market for the Pre-Funded Warrants and we do notexpectan active trading market to develop.We do not intend to list the Pre-FundedWarrantson any securities exchange or other trading market.Without an activetradingmarket,the liquidity of these securities will be limited.We have engagedMaximGroup LLC(the“placement agent”or“Maxim”)to act as our exclusiveplacementagent in connection with this offering.The placement agent has agreed touseits reasonable best efforts to arrange for the sale of the securities offered bythisprospectus.The placement agent is not purchasing or selling any of thesecuritieswe are offering and the placement agent is not required to arrange thepurchaseor sale of any specific number of securities or dollar amount.We haveagreedto pay to the placement agent the placement agent fees set forth in the tablebelow,which assumes that we sell all of the securities offered by this prospectussupplement.There is no arrangement for funds to be received in escrow,trust orsimilararrangement.There is no minimum offering requirement as a condition ofclosingof this offering.We may sell fewer than all of the shares offered hereby,whichmay sig