[6-K] TANTECH HOLDINGS LTD Current Report (Foreign Issuer)

Tantech Holdings Ltd reported that Nasdaq notified the company its Class A shares failed to meet the $1.00 minimum closing bid price for 30 consecutive business days, triggering a deficiency under Nasdaq Listing Rule 5550(a)(2).

Rhea-AI Filing Summary

Tantech Holdings Ltd reported that Nasdaq notified the company its Class A shares failed to meet the $1.00 minimum closing bid price for 30 consecutive business days, triggering a deficiency under Nasdaq Listing Rule 5550(a)(2). The shares continue trading on Nasdaq under “TANH”.

The company has 180 calendar days, until September 22, 2026, to regain compliance, potentially including a reverse stock split completed at least ten business days before that date, and may qualify for an additional 180‑day grace period. Tantech also entered an exchange agreement with Streeterville Capital, LLC, exchanging a $45,000 promissory New Note for 74,478 Class A shares under a registration exemption.

Insights

Equity & listings analyst

Nasdaq bid-price deficiency raises delisting risk, modest debt-for-equity swap adds dilution.

Tantech Holdings Ltd has fallen out of compliance with Nasdaq’s $1.00 minimum bid rule after 30 consecutive business days below that level. The company now faces a defined timeline—through September 22, 2026—to restore its share price or risk delisting from the Nasdaq Capital Market.

The rules allow Tantech 180 days, and potentially another 180 days, to cure the deficiency, including via a reverse stock split completed at least ten business days before the deadline. While this path preserves a route to stay listed, failure would shift trading to a less liquid venue, which many investors view unfavorably.

Separately, Tantech exchanged a partitioned New Note with a $45,000 principal amount for 74,478 Class A shares under Section 3(a)(9). This reduces debt but increases share count. The filing does not indicate that this exchange alone materially changes overall leverage, so the Nasdaq compliance challenge remains the dominant issue.

Key Figures

Nasdaq minimum bid price: $1.00 per share Initial compliance period: 180 calendar days New Note principal exchanged: $45,000.00 +3 more

6 metrics

Nasdaq minimum bid price $1.00 per share Required closing bid price under Nasdaq Listing Rule 5550(a)(2)

Initial compliance period 180 calendar days Period to regain bid price compliance ending September 22, 2026

New Note principal exchanged $45,000.00 Promissory New Note exchanged for Class A common shares on March 26, 2026

Shares issued to Streeterville 74,478 Class A shares Issued in exchange for the $45,000.00 New Note

Original promissory note amount $2,160,000.00 Promissory note issued to Streeterville on August 1, 2024

Potential additional grace period 180 calendar days Possible extra Nasdaq compliance period if other listing standards are met

Key Terms

Nasdaq Listing Rule 5550(a)(2), Nasdaq Listing Rule 5810(c)(3)(A), reverse stock split, Section 3(a)(9) of the Securities Act of 1933, +1 more

5 terms

Nasdaq Listing Rule 5550(a)(2) regulatory

"the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2)"

Nasdaq Listing Rule 5810(c)(3)(A) regulatory

"Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days"

reverse stock split financial

"If the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Section 3(a)(9) of the Securities Act of 1933 regulatory

"was pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act of 1933"

Section 3(a)(9) of the Securities Act of 1933 is a limited registration exemption that lets holders swap one security for another issued by the same company—common in reorganizations, mergers, exchanges or bankruptcy—without the company having to register the transaction with the SEC. Think of it like trading in an old product for a new model from the same maker: investors care because it can speed restructuring, cut legal costs and paperwork, and affect when and how shares become tradable, which in turn influences liquidity and potential dilution.

exchange agreement financial

"the Company entered into an exchange agreements with Streeterville Capital, LLC"

A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq issue did Tantech Holdings Ltd (TANH) disclose in this 6-K?

Tantech disclosed that Nasdaq notified the company its Class A shares failed to meet the $1.00 minimum closing bid price for 30 consecutive business days, creating a listing deficiency under Nasdaq Listing Rule 5550(a)(2) and starting a defined compliance period.

How long does Tantech (TANH) have to regain Nasdaq minimum bid price compliance?

Tantech has 180 calendar days, until September 22, 2026, to regain compliance. If the closing bid price is at least $1.00 for 10 consecutive business days during this period, Nasdaq will confirm compliance and close the matter.

Can Tantech (TANH) receive an additional grace period from Nasdaq?

If Tantech does not regain compliance by September 22, 2026, it may qualify for an additional 180‑day grace period if it meets other Nasdaq initial listing standards, including market value of publicly held shares, and notifies Nasdaq of its plan to cure the bid price deficiency.

Is Tantech’s Class A common stock being delisted from Nasdaq now?

No, the Nasdaq notification does not cause immediate delisting. Tantech’s Class A common shares continue to trade uninterrupted on Nasdaq under the symbol “TANH” while the company works within the compliance and potential extension periods to resolve the bid price deficiency.

What reverse stock split timing did Tantech (TANH) describe for Nasdaq compliance?

The company stated that if it chooses to implement a reverse stock split to cure the deficiency, it must complete that split no later than ten business days before September 22, 2026 so that the higher post‑split price can help restore minimum bid compliance.

What were the key terms of Tantech’s exchange agreement with Streeterville Capital?

On March 24, 2026, Tantech and Streeterville agreed to partition a New Note from a prior $2,160,000.00 note. Tantech then exchanged a $45,000.00 principal New Note for 74,478 Class A common shares on March 26, 2026 under a Section 3(a)(9) exemption.

Under what exemption were the new Tantech (TANH) shares issued to Streeterville?

Tantech issued the 74,478 Class A common shares to Streeterville Capital, LLC in exchange for the New Note relying on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, which allows certain exchanges of securities without SEC registration.

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

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Accepted by SEC EDGAR 03/31/2026 - 08:31 AM 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 March 2026

Commission File Number: 001-36885

TANTECH HOLDINGS LTD

(Translation of Company’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 Company files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒     Form 40-F ☐

EXPLANATORY NOTE

Nasdaq Notification Regarding Minimum Bid Price Deficiency

On March 26, 2026, Tantech Holdings Ltd (the “Company”) received a letter from the Listings Qualifications Department of The Nasdaq Stock Market LLC (the “Nasdaq”) notifying the Company that the minimum closing bid price per share for its Class A common shares was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). This current report is filed pursuant to Nasdaq Listing Rule 5810(b). The Nasdaq notification letter does not result in the immediate delisting of the Company’s Class A common shares, and the shares will continue to trade uninterrupted under the symbol “TANH.”

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until September 22, 2026 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per share of the Company’s Class A common shares is at least $1.00 for a minimum of 10 consecutive business days, Nasdaq will provide the Company written confirmation of compliance and the matter will be closed. If the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to September 22, 2026 in order to regain compliance.

In the event the Company does not regain compliance by September 22, 2026, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that its securities will be subject to delisting.

On March 31, 2026, the Company issued a press release entitled “Tantech Receives NASDAQ Notification Regarding Minimum Bid Requirements.” A copy of the please release is filed as Exhibit 99.1 to this Current Report on Form 6-K and is incorporated herein by reference.

Exchange Agreement

On March 24, 2026, the Company entered into an exchange agreements with Streeterville Capital, LLC (“Streeterville”). Pursuant to the agreement, the parties agreed to partition a new promissory note (the “New Note”) from the promissory note the Company issued to Streeterville on August 1, 2024, in the original principal amount of $2,160,000.00, and to exchange the partitioned New Note for the Company’s Class A common shares. Pursuant to the agreement, the Company exchanged the New Note in the principal amount of $45,000.00 for 74,478 Class A common shares on March 26, 2026. The issuance of the above-referenced Class A common shares of the Company was pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act of 1933, as amended.

The foregoing descriptions of the exchange agreement are summaries of certain material terms of the agreement and are qualified in their entirety by reference to the exchange agreement, in the form attached hereto as Exhibit 10.1.

Exhibits

The following document is filed herewith:

EXHIBIT INDEX

Exhibits No.		Description
10.1		Form of Exchange Agreement with Streeterville Capital, LLC dated March 24, 2026
99.1		Press release dated March 31, 2026, entitled “Tantech Receives NASDAQ Notification Regarding Minimum Bid Requirements.”

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SIGNATURE

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

	Tantech Holdings Ltd
Date: March 31, 2026	By:	/s/ Zheyuan Liu
		Zheyuan Liu
		Chief Executive Officer

3

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 PRESS RELEASE 7.9 KB

Agreements & Contracts

• EX-10.1 EXCHANGE AGREEMENT 28.1 KB