Tantech (NASDAQ: TANH) launches $2,150,000 at-the-market share sale

Rhea-AI Filing Summary

Tantech Holdings Ltd established an at-the-market share sales program allowing it to sell Class A common shares with an aggregate offering price of up to $2,150,000 through Joseph Stone Capital LLC as sales agent under its existing shelf registration statement on Form F-3.

The company is not obligated to sell shares and the sales agent is not required to purchase any. Tantech will pay the agent a 4.5% commission on gross proceeds and reimburse certain expenses. Legal opinions and the full sales agreement are filed as exhibits and the disclosure is incorporated by reference into existing S-8 and F-3 registration statements.

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 March 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 23, 2026, Tantech Holdings Ltd, a BVI business company limited by shares incorporated in the British Virgin Islands (the “Company”) entered into a sales agreement (the “Sales Agreement”) with Joseph Stone Capital, LLC (the “Sales Agent”), acting as the Company’s sales agent, pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, Class A common shares of the Company, no par value per share (the “Class A Common Shares”) having an aggregate offering price of up to $2,150,000 (the “Offered Shares”). For the purposes of British Virgin Islands law, the issuance of the Class A Common Shares will be effective upon entry of the relevant shareholder in the Company’s register of members.

Under the Sales Agreement, the Offered Shares will be offered and sold pursuant to the prospectus supplement, dated March 23, 2026, that forms part of the Company’s shelf registration statement on Form F-3 (File No. 333-274274), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 11, 2023.

The Company is not obligated to sell any Offered Shares under the Sales Agreement, and the Sales Agent is not under any obligation to purchase any Offered Shares pursuant to the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Sales Agent will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock Market LLC to sell Offered Shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Upon delivery of a sales notice, and subject to the Company’s instructions in that notice, and the terms and conditions of the Sales Agreement generally, the Sales Agent may sell Offered Shares by any method permitted by law that is deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company will pay the Sales Agent a commission of 4.5% of the aggregate gross proceeds from each sale of the Offered Shares and has agreed to provide the Sales Agent with customary indemnification and contribution rights. The Company has also agreed to reimburse the Sales Agent for certain accountable expenses.

The foregoing summary 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 attached as Exhibit 10.1 to this Form 6-K and incorporated by reference herein. A copy of the opinion of Campbells Legal (BVI) Limited, as British Virgin Islands counsel to the Company, regarding the validity of the issuance of the Class A Common Shares under the Sales Agreement is attached hereto as Exhibit 5.1 to this Form 6-K and is incorporated by reference herein. Such opinion is limited to the laws of the British Virgin Islands.

This Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of Offered Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Incorporation by Reference

The contents of this Report on Form 6-K are hereby incorporated by reference into (i) the Company’s registration statement on Form S-8 (File No. 333-205821) filed with the SEC on July 23, 2015 and (ii) 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

Exhibits No.		Description
5.1		Opinion of Campbells Legal (BVI) Limited
10.1		Form of Sales Agreement dated March 23, 2026, by and between the Company and the Sales Agent
23.1		Consent of Campbells Legal (BVI) Limited (included in Exhibit 5.1)

2

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: March 25, 2026	By:	/s/ Zheyuan Liu
		Zheyuan Liu
		Chief Executive Officer

3

FAQ

What did Tantech Holdings (TANH) announce in this Form 6-K?

Tantech Holdings announced a new at-the-market share sales arrangement, allowing it to issue Class A common shares through Joseph Stone Capital LLC under an existing Form F-3 shelf, providing flexible access to equity financing within preset regulatory limits.

What is the maximum size of Tantech Holdings' new at-the-market program?

The at-the-market program permits Tantech Holdings to sell Class A common shares with an aggregate offering price of up to $2,150,000. These shares will be issued from time to time at prevailing market prices under the company’s effective Form F-3 shelf registration statement.

What role does Joseph Stone Capital play in Tantech Holdings’ offering?

Joseph Stone Capital LLC acts as Tantech Holdings’ sales agent, using commercially reasonable efforts to sell Class A common shares in at-the-market transactions. It follows the company’s instructions on price, timing, and size while complying with applicable laws and Nasdaq rules.

What fees will Tantech Holdings pay Joseph Stone Capital for this program?

Tantech Holdings will pay Joseph Stone Capital a 4.5% commission on the aggregate gross proceeds from each share sale. The company has also agreed to reimburse certain accountable expenses and provide customary indemnification and contribution protections to the sales agent.

Are Tantech Holdings or Joseph Stone Capital obligated to complete any share sales?

Neither party is obligated to complete sales. Tantech is not required to sell any Class A common shares, and Joseph Stone Capital is not obligated to purchase shares. Transactions occur only when Tantech issues a sales notice under the agreement’s terms and conditions.

Under which registration statements is this Tantech Holdings program established?

The at-the-market offering uses Tantech Holdings’ Form F-3 shelf registration statement, initially filed in August 2023 and declared effective in September 2023. The Form 6-K disclosure is also incorporated by reference into that F-3 and the company’s existing Form S-8.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 SALES AGREEMENT 230.5 KB

Other Documents

• EX-5.1 OPINION 37.5 KB