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  4. [8-K] Planet Green Holdings Corp. Reports Material Event

Planet Green Holdings (NYSE American: PLAG) plans up to $8,922,860 ATM stock sales

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Planet Green Holdings Corp. entered into an ATM Sales Agreement with Curvature Securities, LLC, allowing it to offer and sell shares of its common stock from time to time, including on the NYSE American, in an amount of up to approximately $8,922,860, subject to General Instruction I.B.6 of Form S-3.

The capacity is based on a public float of approximately $26.8 million, calculated from 11,638,514 non-affiliate shares at a $2.30 closing price on July 6, 2026. Shares will be issued under the company’s effective shelf registration statement on Form S-3 (File No. 333-294386) and a prospectus supplement dated July 13, 2026. Curvature Securities will act as sole sales agent, earning a 3.0% commission on gross proceeds, and neither the company nor the agent is obligated to sell; either may suspend or terminate the program, and there is no assurance any shares will be sold.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM capacity under I.B.6 $8,922,860 Maximum aggregate value of common stock eligible to be offered under the Sales Agreement in any 12-month period under General Instruction I.B.6 of Form S-3
Public float $26.8 million Approximate aggregate market value of outstanding common stock held by non-affiliates used to determine ATM capacity
Non-affiliate shares 11,638,514 shares Outstanding common stock held by non-affiliates as of July 6, 2026 used to compute public float
Reference share price $2.30 per share Closing price of common stock on July 6, 2026 applied in public float calculation
Sales agent commission 3.0% of gross proceeds Commission payable to Curvature Securities, LLC for each sale of common stock under the ATM Sales Agreement
ATM Sales Agreement regulatory
"entered into an ATM Sales Agreement with Curvature Securities, LLC"
An ATM sales agreement is a standing arrangement that lets a company sell its shares directly into the open market at prevailing prices, often through a broker, instead of selling a large block all at once. Investors care because it gives the company a flexible, on-demand way to raise cash but can slowly increase the number of shares outstanding and put downward pressure on the stock price—think of it like drip-feeding new supply into a marketplace.
at the market offering regulatory
"deemed to be an “at the market offering” as defined in Rule 415"
An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.
Form S-3 regulatory
"effective shelf registration statement on Form S-3 (File No. 333-294386)"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
General Instruction I.B.6 regulatory
"Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell"
prospectus supplement regulatory
"and a prospectus supplement related to the offering dated July 13, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
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FAQ

What agreement did Planet Green Holdings (PLAG) enter into on July 13, 2026?
Planet Green Holdings entered into an ATM Sales Agreement with Curvature Securities, LLC. The agent may sell common stock on the company’s behalf from time to time as an at-the-market offering under an effective Form S-3 shelf registration.

How much stock can Planet Green Holdings (PLAG) sell under the new ATM program?
Planet Green estimates it may offer and sell up to approximately $8,922,860 of common stock under the Sales Agreement. This limit is based on General Instruction I.B.6 of Form S-3 and applies over any 12-month period while its public float remains below $75,000,000.

What is Planet Green Holdings’ (PLAG) current public float and share base?
Planet Green’s public float is approximately $26.8 million, based on 11,638,514 outstanding shares held by non-affiliates at a $2.30 closing price on July 6, 2026. These figures were used to calculate its capacity under General Instruction I.B.6 of Form S-3.

What fees will Planet Green Holdings (PLAG) pay Curvature Securities under the ATM?
Planet Green will pay Curvature Securities a 3.0% commission on the gross proceeds from each sale of common stock under the Sales Agreement. The company also agreed to reimburse specified expenses and to provide customary indemnification and contribution rights to the agent.

Under which registration statement will Planet Green Holdings (PLAG) sell ATM shares?
Shares sold under the ATM will be issued pursuant to an effective Form S-3 shelf registration statement, File No. 333-294386. This registration became effective on April 13, 2026, and is supplemented by a prospectus supplement for the ATM dated July 13, 2026.

Is Planet Green Holdings (PLAG) required to sell shares under the ATM Sales Agreement?
Planet Green is not obligated to sell any shares under the ATM Sales Agreement, and Curvature Securities is not obligated to buy or sell. Either party may suspend or terminate the offering upon notice, and there is no assurance any shares will ultimately be sold.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 13, 2026

 

PLANET GREEN HOLDINGS CORP.
(Exact name of registrant as specified in its charter)

 

Nevada   001-34449   87-0430320
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

130-30 31st Ave, Suite 512
Flushing, NY		   11354
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (347) 370-2352

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   PLAG   NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On July 13, 2026, Planet Green Holdings Corp. (the “Company”) entered into an ATM Sales Agreement (the “Sales Agreement”) with Curvature Securities, LLC (the “Agent”), pursuant to which the Agent acts as the Company’s sole sales agent in connection with the offer and sale of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In accordance with the terms of the Sales Agreement, the Company may offer and sell shares of its Common Stock (the “Shares”) from time to time through or to the Agent, acting as sales agent or principal.

 

The aggregate market value of our outstanding Common Stock held by non-affiliates, or our public float, was approximately $26.8 million, based on 11,638,514 outstanding Shares held by non-affiliates and a per Share price of $2.30, the closing price of our Shares on July 6, 2026. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding one-third of our “public float” (i.e., the aggregate market value of our Common Stock held by our non-affiliates), or approximately $8,922,860, in any 12-month period so long as our public float remains below $75,000,000. During the 12 calendar months prior to and including the date of this report (but excluding this offering), we have not sold any securities in reliance on General Instruction I.B.6 of Form S-3. As a result, we estimate that we are eligible to offer and sell up to an aggregate of approximately $8,922,860 of our Common Stock under the Sales Agreement in accordance with General Instruction I.B.6. of Form S-3. For purposes of computing the aggregate market value of the Company’s outstanding voting and non-voting common equity pursuant to General Instruction I.B.6., we use the price at which the common equity was last sold, or the average of the bid and asked prices of such common equity, in the principal market for such common equity as of a date within 60 days prior to the date of sale.

 

Sales of the Shares, if any, will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made directly on the NYSE American LLC or such other sales as agreed upon by the Company and the Agent. The Agent will use commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the NYSE American LLC to sell the shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose).

 

The Company may sell the Shares in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the Sales Agreement, but is not obligated to sell, and the Agent is not obligated to buy or sell, any Shares under the Sales Agreement. No assurance can be given that the Company will sell any Shares under the Agreement, or, if it does, as to the price or amount of Shares that it sells or the dates when such sales will take place. The offering will terminate upon the sale of Shares in an aggregate amount specified in the Sales Agreement. Further, the Company or the Agent may suspend or terminate the offering of shares upon notice to the other party and subject to other conditions set forth in the Sales Agreement. The Agent will use its commercially reasonable efforts consistent with its normal sales and trading practices to place the Shares, subject to the terms of the Sales Agreement.

 

The Company will pay the Agent a commission equal to 3.0% of the gross proceeds from each sale of shares of Common Stock sold through the Agent under the Sales Agreement and has agreed to provide the Agent with customary indemnification and contribution rights. The Company will also reimburse the Agent for certain specified expenses in connection with its services under the Sales Agreement. 

 

1

 

 

The representations, warranties and covenants contained in the Sales Agreement were made solely for the benefit of the parties to the Sales Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Sales Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Sales Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic report and other filings with the SEC.

 

The Shares will be issued and sold pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-294386) (the “Registration Statement”), initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 17, 2026, and declared effective by the SEC on April 13, 2026, including the base prospectus contained therein, and a prospectus supplement related to the offering dated July 13, 2026 (the “Prospectus Supplement”).

 

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

A copy of the opinion of Becker & Poliakoff, P.A. relating to the legality of the Shares issuable under the Sales Agreement and Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is also incorporated by reference into the Registration Statement.

 

The above disclosure shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
1.1   ATM Sales Agreement, dated July 13, 2026, by and between Planet Green Holdings Corp. and Curvature Securities, LLC.
5.1   Opinion of Becker & Poliakoff, P.A. regarding the validity of the shares of Common Stock
23.1   Consent of Becker & Poliakoff, P.A. (contained in Exhibit 5.1)
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)  

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Dated: July 13, 2026 PLANET GREEN HOLDINGS CORP.
   
  By:   /s/ Bin Zhou
  Name:  Bin Zhou
  Title:  Chief Executive Officer and Chairman

 

3

Source: View Original Filing on SEC EDGAR

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