As filed with the Securities and Exchange
Commission on July 23, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Tantech Holdings Ltd
(Exact name of registrant
as specified in its charter)
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British Virgin Islands
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Not applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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c/o Zhejiang Tantech Bamboo Technology
Co., Ltd
No. 10 Cen Shan Road, Shuige Industrial
Zone
Lishui City, Zhejiang Province 323000
People’s Republic of China
+86-578-226-2305
(Address of Principal Executive Offices)
(ZIP Code)
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CT Corporation System
111 Eighth Avenue
New York, New York 10011
(800) 624-0909
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
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Tantech Holdings Ltd 2014 Share Incentive
Plan
(Full title of the plan)
With copies to:
Anthony W. Basch, Esq.
Kaufman & Canoles, P.C.
Two James Center
1021 East Cary Street, Suite 1400
Richmond, Virginia 23219
(804) 771-5700
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer (Do not check if a smaller reporting company)
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o
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Smaller reporting company
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x
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Calculation of Registration Fee
Title of securities to be
registered
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Amount to be
registered
(1)(2)
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Proposed maximum
offering price per share
(3)
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Proposed maximum
aggregate offering price
(4)
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Amount of
registration fee
(4)
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Common shares, par value $ 0.001 per share
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400,000
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$
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18.71
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$
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7,483,000
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$
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869
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(5)
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes an indeterminate number of additional shares which may be issuable in accordance with the 2014 Share Incentive Plan (the “Plan”) to prevent dilution from stock splits, stock dividends or similar transactions.
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(2)
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The 400,000 shares registered hereby represent common shares issuable pursuant to the Plan, either directly or upon exercise of options or warrants issued under the Plan. A Registration Statement on Form S-8 was previously filed on April 13, 2015 (File No. 333-203387) covering 1,200,000 common shares that are reserved for issuance pursuant of awards under the Plan.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and 457(c) under the Securities Act based on the average of the high and low prices reported for the Registrant’s common shares on the NASDAQ Capital Market on July 20, 2015, which were $19.24 and $18.17, respectively.
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(4)
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Determined in accordance with Rule 457(h).
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(5)
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Paid herewith.
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EXPLANATORY NOTE
Tantech Holdings Ltd (the “Registrant”)
has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act to register
its common shares, par value $0.001 per share, issuable pursuant to the Plan. The Registrant’s stockholders approved
the Plan on December 14, 2014. This Registration Statement is being filed in order to register the Registrant’s common
shares that may be offered or sold to participants under the Plan, either directly or upon exercise of options or warrants issued
under the Plan. Please note that, while the Plan consists of 2,160,000 common shares and securities exercisable or convertible
into common shares, this Registration Statement on Form S-8 is being filed to register only 400,000 of such shares. A Registration
Statement on Form S-8 was previously filed on April 13, 2015 (File No. 333-203387) covering 1,200,000 common shares that are reserved
for issuance pursuant to awards under the Plan. As a result, after the filing of this Registration Statement on Form S-8, an aggregate
of 1,600,000 out of the 2,160,000 common shares reserved for issuance pursuant to awards under the Plan will have been registered.
Accordingly, the Registrant may in the future file one or more further Registration Statements to register the balance of the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information
specified in this Item 1 will be sent or given to employees, officers, directors or others as specified by Rule 428(b)(1)
under the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission (the
“SEC”) and the instructions to Form S-8, such documents are not being filed with the SEC either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
Item 2. Registration Information and Employee
Plan Annual Information.
The documents containing the information
specified in this Item 2 will be sent or given to employees, officers, directors or others as specified by Rule 428(b)(1)
under the Securities Act. In accordance with the rules and regulations of the SEC and the instructions to Form S-8,
such documents are not being filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. Such documents, together with the documents incorporated
by reference herein pursuant to Item 3 of Part II of this Registration Statement on Form S-8, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act, and are available upon written request to: Secretary,
Tantech Holdings Ltd, No. 10 Cen Shan Road, Shuige Industrial Zone, Lishui City, Zhejiang Province 323000, People’s Republic
of China, +86-578-226-2305.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated
herein by reference:
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The Registrant’s Annual Report for the year ended December 31, 2014, as filed on Form 20-F on April 30, 2015;
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All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 20-F referred to in the paragraph above; and
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·
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The description of the common shares, $0.001 par value per share, contained in the Registrant’s registration statement on Form F-1 filed with the SEC on September 16, 2014 (File Number 333-198788), as amended from time to time thereafter, and declared effective by the SEC on March 18, 2015, and any amendment or report filed with the SEC for purposes of updating such description.
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All documents that we file with the SEC
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment to this Registration Statement (that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold) shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
British Virgin Islands law does not limit
the extent to which a company’s articles of association may provide for indemnification of officers and directors, except
to the extent any such provision may be held by the British Virgin Islands courts to be contrary to public policy, such as to provide
indemnification against civil fraud or the consequences of committing a crime. Under the memorandum and articles of
association of the Registrant, the Registrant may indemnify its directors, officers and liquidators against all expenses, including
legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with civil, criminal,
administrative or investigative proceedings to which they are party or are threatened to be made a party by reason of their acting
as our director, officer or liquidator. To be entitled to indemnification, these persons must have acted honestly and
in good faith with a view to the best interest of the Registrant and, in the case of criminal proceedings, they must have had no
reasonable cause to believe their conduct was unlawful.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant
to the foregoing provisions, the Registrant has been informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index is hereby incorporated
by reference.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of a prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration statement or any material change to such information in
the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona
fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) That, for the purposes of determining liability under the
Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be in the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
this Registration Statement on Form S-8 and has duly caused it to be signed on its behalf by the undersigned, thereunto duly authorized
in the City of Lishui, China on July 23, 2015.
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Tantech Holdings Ltd
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By:
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/s/ Zhengyu Wang
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Name: Zhengyu Wang
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Title: Chairman and Chief Executive Officer
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Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints Zhengyu Wang, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and
all capacities, to sign any or all amendments to this Registration Statement and any and all related registration statements and
to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, the following persons in the capacities and on the dates indicated have signed this Registration Statement on Form
S-8.
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Signature
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Title
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Date
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/s/ Zhengyu Wang
Zhengyu Wang
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Chairman and Chief Executive Officer
(Principal Executive Officer)
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July 23, 2015
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/s/ Ningfang Liang
Ningfang Liang
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Chief Financial Officer
(Principal Financial and Accounting Officer)
and Authorized
Representative in the United States
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July 23, 2015
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/s/ Yefang Zhang
Yefang Zhang
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Director
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July 23, 2015
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/s/ Wencai Pan
Wencai Pan
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Director
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July 23, 2015
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/s/ Hongdao Qian
Hongdao Qian
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Director
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July 23, 2015
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/s/ Shudong Wang
Shudong Wang
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Director
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July 23, 2015
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EXHIBIT INDEX
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Exhibit Number
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Description of Exhibit
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4.1
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Specimen Share Certificate
(1)
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5.1
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Opinion of Kaufman & Canoles, P.C., British Virgin Islands Counsel
(2)
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23.1
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Consent of Friedman LLP
(2)
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23.2
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Consent of Kaufman & Canoles, P.C., British Virgin Islands Counsel (contained in Exhibit 5.1)
(2)
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24.1
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Powers of Attorney (included in Part II of this Registration Statement)
(2)
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99.1
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Tantech Holdings Ltd 2014 Share Incentive Plan
(3)
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(1)
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Incorporated by reference to the Company’s registration statement on Form F-1, file No. 333-198788, filed on September 16, 2014, as amended.
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(2)
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Filed herewith.
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(3)
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Incorporated by reference to the Company’s registration statement on Form S-8, file No. 333-203387, filed on April 13, 2015.
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Exhibit 5.1
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Kaufman & Canoles, P.C.
Two James Center, 14th Floor
1021 E. Cary St.
Richmond, VA 23219
T (804) 771.5700
F (804) 771.5777
kaufCAN.com
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July 23, 2015
Tantech Holdings Ltd
c/o Zhejiang Forest Bamboo Technology Co.,
Ltd.
No. 10 Cen Shan Road, Shuige Industrial
Zone
Lishui City, Zhejiang Province 323000
People’s Republic of China
Re: Tantech Holdings Ltd Form S-8
Dear Sir:
We are British Virgin Islands counsel for Tantech Holdings Ltd,
a British Virgin Islands corporation (the “Company”), in connection with the registration and offering of a number
of the Company’s common shares, US$0.001 par value per share (the “Common Shares”) in an aggregate dollar amount
of US$7,483,000 offered for sale under the Securities Act of 1933, as amended, through a Registration Statement on Form S-8 (“Registration
Statement”) as to which this opinion is a part, to be filed with the United States Securities and Exchange Commission (the
“Commission”).
In connection with this opinion, we have examined the Registration
Statement, the Company’s Articles and Memorandum of Association, as amended to date, and the originals, or copies certified
to our satisfaction, of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinions expressed below (collectively, the “Documents”).
The following opinion is given only as to matters of British
Virgin Islands law, and we express no opinion with respect to any matters governed by or construed in accordance with the laws
of any jurisdiction other than the British Virgin Islands. We have assumed that there is nothing under any law (other than the
laws of the British Virgin Islands) that would affect or vary the following opinion. We offer no opinion in relation to any representation
or warranty given by any party to the Documents save as specifically hereinafter set forth. This opinion is strictly limited to
the matters stated in it, does not apply by implication to other matters, and only relates to (1) those circumstances or facts
specifically stated herein and (2) the laws of the British Virgin Islands, as they respectively exist at the date hereof.
In giving this opinion we have assumed, without independent
verification:
(a) the
genuineness of all signatures and seals, the authenticity of all documents submitted to us as originals, the conformity of all
copy documents or the forms of documents provided to us to their originals or, as the case may be, to the final form of the originals
and that any markings showing revisions or amendments to documents are correct and complete;
(b) that
the copies produced to us of minutes of meetings and/or of resolutions are true copies and correctly record the proceedings of
such meetings and/or the subject matter which they propose to record and that all factual statements therein contained are true
and correct and that any meetings referred to in such copies were duly convened and held and that all resolutions set out in such
copy minutes or resolutions were duly passed and are in full force and effect and that all factual statements made in such resolutions,
the Director’s Certificate and any other certificates and documents on which we have relied are true and correct (and continue
to be true and correct);
Tantech Holdings Ltd
July 23, 2015
Page 2
(c) that
the statutory registers of directors and officers, members, mortgages and charges and the minute book of the Company are true,
complete, accurate and up to date;
(d) the
accuracy of all representations, warranties and covenants as to factual matters made by the parties to the Documents; and
(e) that
there is no contractual or other prohibition (other than as may arise by virtue of the laws of the British Virgin Islands) binding
on the Company or on any other party prohibiting it from entering into and performing its obligations.
Based upon the foregoing and in reliance thereon, it is our
opinion that the common shares of the Company will, upon the receipt of full payment, issuance and delivery in accordance with
the terms of the offering described in the Registration Statement and registration in the register of members (shareholders) of
the Company, be fully and validly authorized, legally issued, fully paid and non-assessable.
The foregoing opinion is subject to the following reservations
and qualifications:
1. In
the event that the Documents are executed in or brought within the jurisdiction of the British Virgin Islands (e.g., for the purposes
of enforcement or obtaining payment), stamp duty may be payable.
2. We
neither express nor imply any opinion as to any representation or warranty given by the Company in the Documents as to its capability
(financial or otherwise) to undertake the obligations assumed by it under the Documents.
3. To
maintain the Company in good standing under the laws of the British Virgin Islands annual fees must be paid and annual returns
made. The annual fees are payable by the Company and will not affect the non-assessable nature of the common shares.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus constituting
a part thereof. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required
under section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
Very truly
yours,
/s/ KAUFMAN
& CANOLES, P.C.
