Tantech raises $2.15M in unit offering

Rhea-AI Filing Summary

Tantech Holdings Ltd completed a registered direct offering and concurrent private placement, raising aggregate gross proceeds of about $2.15 million.

The company sold 7,166,671 Common Units at $0.30 per unit, each unit including one common share, a Series E warrant to buy three shares at $0.30, and a Series F warrant to buy three shares at $0.35. Tantech plans to use the net proceeds, together with existing cash, for general corporate purposes and working capital. Directors and officers agreed to 60‑day lock-ups after closing, and the company committed to register resales of the shares and warrant shares under its existing Form F‑3 shelf.

Insights

Capital markets analyst

Tantech raises $2.15M via unit deal with attached warrants.

Tantech Holdings Ltd completed a registered direct offering with a concurrent Regulation S private placement, selling 7,166,671 units at $0.30 each for about $2.15 million in gross proceeds. Each unit combines equity with Series E and Series F warrants.

The warrants allow investors to buy three shares per warrant series at exercise prices of $0.30 and $0.35, respectively, potentially adding future share issuance if exercised. Officers and directors agreed to a 60‑day lock-up after closing, which temporarily limits insider sales.

The company indicates proceeds will support general corporate purposes and working capital. Actual dilution and trading impact will depend on investor exercise of the warrants and future resale activity under the planned registration statements tied to the existing Form F‑3 shelf.

Key Figures

Gross proceeds: $2.15 million Units sold: 7,166,671 Common Units Offering price: $0.30 per Common Unit +3 more

6 metrics

Gross proceeds $2.15 million Aggregate gross proceeds from registered direct offering and private placement

Units sold 7,166,671 Common Units Total Common Units sold in the transaction

Offering price $0.30 per Common Unit Price at which each Common Unit was sold

Series E warrant terms 3 shares at $0.30 per share Each Series E Common Warrant exercise terms

Series F warrant terms 3 shares at $0.35 per share Each Series F Common Warrant exercise terms

Lock-up period 60 days Insider lock-up duration after closing of the offering

Key Terms

registered direct offering, concurrent private placement, Regulation S, lock-up agreements, +2 more

6 terms

registered direct offering financial

"the Company announced the pricing and closing of a registered direct offering and concurrent private placement"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

concurrent private placement financial

"pricing and closing of a registered direct offering and concurrent private placement with certain investors"

A concurrent private placement is a sale of a company’s shares or bonds directly to a select group of investors that happens at the same time as another financing action or offering. Think of it as quietly selling a block of tickets to a few people while a larger ticket drive is underway; it raises cash quickly but can change ownership proportions, dilute existing shareholders and affect share price, so investors watch it as a sign of funding needs and potential value shifts.

Regulation S regulatory

"The Private Placement was made pursuant to Regulation S under the Securities Act of 1933"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

lock-up agreements financial

"officers and directors of the Company entered into lock-up agreements pursuant to which they have agreed"

A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.

registration rights agreement financial

"pursuant to a registration rights agreement with the Investors, it agreed to file one or more registration statements"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

shelf registration statement regulatory

"pursuant to the Company’s effective shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

FAQ

What capital did Tantech Holdings Ltd (TANH) raise in this transaction?

Tantech Holdings Ltd raised approximately $2.15 million in gross proceeds. The company completed a registered direct offering and concurrent private placement, selling 7,166,671 Common Units at $0.30 per unit, combining common shares with Series E and Series F common share purchase warrants.

What securities were included in Tantech (TANH) Common Units?

Each Tantech Common Unit included one share plus two warrant series. Every unit contained one Common Share, a Series E Common Warrant to purchase three shares at $0.30 per share, and a Series F Common Warrant to purchase three shares at $0.35 per share, sold at $0.30 per unit.

How will Tantech Holdings Ltd (TANH) use the offering proceeds?

Tantech plans to use net proceeds for general corporate purposes and working capital. The company stated that the funds, together with its existing cash, are earmarked broadly to support ongoing operations and liquidity needs rather than a specific acquisition or defined project.

What lock-up restrictions apply to Tantech (TANH) insiders after the offering?

Tantech officers and directors agreed to 60-day lock-up agreements. Under these lock-up agreements, they committed not to sell or dispose of Common Shares they beneficially own for sixty days following the closing of the offering, temporarily limiting insider share sales.

Under what registration framework was the Tantech (TANH) offering conducted?

The registered direct component used Tantech’s effective Form F-3 shelf. The company relied on its Form F-3 registration statement (File No. 333-274274), while the concurrent private placement was conducted under Regulation S and offered only to non-U.S. persons.

What future registration commitments did Tantech (TANH) make to investors?

Tantech agreed to register resales of shares and warrant shares. Under a registration rights agreement, the company committed to file one or more registration statements covering the resale of the Common Shares and shares issuable upon exercise of the Series E and Series F Common Warrants.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 04:15 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-36885

TANTECH HOLDINGS LTD

(Translation of registrant’s name into English)

No. 10 Cen Shan Road, Shuige Industrial Zone

Lishui City, Zhejiang Province

People’s Republic of China 323000

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒     Form 40-F ☐

EXPLANATORY NOTE

On March 31, 2026, Tantech Holdings Ltd (the “Company”) announced the pricing and closing of a registered direct offering and concurrent private placement with certain investors (the “Investors”) for aggregate gross proceeds of approximately $2.15 million.

The Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Investors, pursuant to which the Company agreed to issue and sell Class A Shares, no par value per share (the “Common Shares”) in a registered direct offering (the “Registered Direct Offering”), together with warrants in a concurrent private placement (the “Private Placement”).

The transactions consisted of the sale of 7,166,671 Common Units, each consisting of (i) one Common Share, (ii) one Series E Common Warrant to purchase three Common Shares at an exercise price of $0.30 per share (the “Series E Common Warrants”), and (iii) one Series F Common Warrant to purchase three Common Shares at an exercise price of $0.35 per share (the “Series F Common Warrants”). The offering price per Common Unit was $0.30. The Company stated that it expects to use the net proceeds from the offerings, together with its existing cash, for general corporate purposes and working capital. For the purposes of British Virgin Islands law, the issuance of the Common Shares will be effective upon entry of the relevant shareholder in the Company’s register of members.

Concurrently with the execution of the Securities Purchase Agreement, the officers and directors of the Company entered into lock-up agreements (the “Lock-Up Agreement”) pursuant to which they have agreed, among other things, not to sell or dispose of any Common Shares which are or will be beneficially owned by them for sixty (60) days following the closing of the offering.

The Registered Direct Offering was made pursuant to the Company’s effective shelf registration statement on Form F-3 (File No. 333-274274), which was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on September 11, 2023. The Private Placement was made pursuant to Regulation S under the Securities Act of 1933, as amended, and the securities were offered only to non-U.S. persons. The Company also disclosed that, pursuant to a registration rights agreement with the Investors, it agreed to file one or more registration statements covering the resale of the Common Shares and the shares issuable upon exercise of the Series E Common Warrants and Series F Common Warrants.

2

Copies of the form of the Securities Purchase Agreement, form of Lock-Up Agreement, form of Series E Common Warrant and form of Series F Common Warrant are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Securities Purchase Agreement, the Lock-Up Agreement, the Series E Common Warrant and the Series F Common Warrant are subject to, and qualified in their entirety by, such documents. A copy of the Company’s press release dated March 31, 2026 announcing the pricing and closing of the registered direct offering and private placements is furnished herewith as Exhibit 99.5 and is incorporated herein by reference. A copy of the legal opinion issued by the Company’s counsel, Campbells Legal (BVI) Limited, as to the laws of the British Virgin Islands is attached hereto as Exhibit 5.1.

Incorporation by Reference

The contents of this Report on Form 6-K are hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-274274) that was initially filed with the SEC on August 30, 2023 and declared effective by the SEC on September 11, 2023.

EXHIBIT INDEX

Exhibit No.		Description
5.1		Legal Opinion of Campbells Legal (BVI) Limited
99.1		Form of Securities Purchase Agreement
99.2		Form of Lock-Up Agreement
99.3		Form of Series E Warrant
99.4		Form of Series F Warrant
99.5		Press release dated March 31, 2026 announcing the pricing and closing of the registered direct offering and private placements

3

 SIGNATURE

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, thereunto duly authorized.

	Tantech Holdings Ltd
Date: April 2, 2026	By:	/s/ Zheyuan Liu
		Zheyuan Liu
		Chief Executive Officer

4

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 SECURITIES PURCHASE AGREEMENT 325.4 KB
• EX-99.2 FORM OF LOCKUP AGREEMENT 24.8 KB
• EX-99.3 FORM OF SERIES E WARRANT 124.1 KB
• EX-99.4 FORM OF SERIES F WARRANT 123.2 KB
• EX-99.5 PRESS RELEASE 9.0 KB

Other Documents

• EX-5.1 LEGAL OPINION 38.4 KB