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 OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the month of July 2026
Commission
File Number 001-35722
TAOPING
INC.
(Translation
of registrant’s name into English)
21st
Floor, Building 3, Tianjin Science and Technology Plaza
Keyan
West Road, Nankai District
Tianjin,
300192
People’s
Republic of China
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form
40-F ☐
INCORPORATION
BY REFERENCE
This
Form 6-K is hereby incorporated by reference into the registration statements of Taoping Inc. (the “Company”) on Form S-8
(Registration Numbers 333-256600,
333-211363
and 333-283697)
and Form F-3 (Registration Number 333-288404)
to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
On
July 15, 2026, Taoping Inc. entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Streeterville Capital,
LLC, a Utah limited liability company (the “Investor”), pursuant to which the Company issued an unsecured convertible promissory
note with a 12-month maturity (the “Convertible Note”) to Investor. The Convertible Note has the original principal amount
of $3,195,000 including the original issue discount of $180,000 and Investor’s legal and other transaction costs of $15,000.
Interest
accrues on the outstanding balance of the Convertible Note at 7% per annum. Upon the occurrence of a Trigger Event (as defined in the
Convertible Note), Investor may increase the outstanding balance payable under the Convertible Note by 15% or 10%, depending on the nature
of such event. If the Company fails to cure the Trigger Event within the required five (5) trading days, the Trigger Event will automatically
become an event of default and interest will accrue at the lesser of 18% per annum or the maximum rate permitted by applicable law.
Pursuant
to the terms of the Convertible Note and the Purchase Agreement, the Company must obtain Investor’s consent for certain fundamental
transactions such as consolidation, merger, disposition of substantial assets, change of control, reorganization or recapitalization.
Any occurrence of such fundamental transaction without Investor’s prior written consent will be deemed a Trigger Event.
After
the Investor delivers the purchase price of the Convertible Note to the Company, Investor, subject to certain restrictions, may convert
all or any part of the outstanding balance of the Convertible Note into the Company’s ordinary shares at a conversion price of
$6.00 (the “Lender Conversion Price”). In addition, subject to certain restrictions, Investor may redeem all or any portion
of the Convertible Note, subject to a maximum amount of $250,000 per month (the “Maximum Monthly Redemption Amount”). Payments
of each redemption amount may be made, in the Company’s discretion, (a) in cash, (b) by converting such redemption amount into
ordinary shares per the following formula: the number of Redemption Conversion Shares (as defined below) equals the portion of the applicable
redemption amount being converted divided by the Redemption Conversion Price, which is equal to the lesser of (i) the Lender Conversion
Price, and (ii) 80% of the lowest daily VWAP (as defined in the Convertible Note) during the ten (10) trading days immediately preceding
the applicable redemption date, or (c) by any combination of the foregoing, so long as the cash is delivered to Investor on the fifth
(5th) trading day immediately following the applicable redemption date and the Redemption Conversion Shares are delivered to Investor
on or before the applicable delivery date, subject to the terms and conditions under the Convertible Note. Notwithstanding the foregoing,
the Company is required to pay any redemption amount in cash if, on the applicable redemption date, the Redemption Conversion Price is
below the floor price of $0.30 per ordinary share (the “Floor Price”), or there is an Equity Conditions Failure (as defined
in the Convertible Note) that is not waived by the Investor.
The
Company is responsible for certain late fees equal to 2% of the Conversion Share Value (as defined in the Convertible Note) with a floor
of $500 per day and a cap of 200% of the applicable Conversion Share Value, if it fails to deliver the ordinary shares upon conversion
or redemption pursuant to the terms of the Convertible Note. The Company may prepay the outstanding balance of the Convertible Note in
cash equal to 120% multiplied by the portion of the outstanding balance the Company elects to prepay.
Pursuant
to the Convertible Note, the Company shall not effect any conversion of the Convertible Note to the extent that after giving effect to
such conversion would cause the Investor (together with its affiliates) to beneficially own a number of ordinary shares exceeding 9.99%
of the number of ordinary shares outstanding on such date (including for such purpose the ordinary shares issuable upon such issuance).
The beneficial ownership of ordinary shares will be determined pursuant to Section 13(d) of the Exchange Act.
In
addition, pursuant to the Convertible Note, the Investor has the right to redeem all or any portion of the outstanding balance of the
Convertible Note into ordinary shares (the “Redemption Conversion Shares”) at Redemption Conversion Price if either (a) the
intraday trading price of the ordinary shares exceeds the minimum price by at least 15%, or (b) the daily trading volume exceeds 300%
of the average daily trading volume for the preceding five trading days. Redemption notices must be submitted within specified timeframes
following the triggering event. If the Redemption Conversion Price is below the Floor Price on the redemption date, the Company must
pay the redemption amount in cash. These redemptions are in addition to, and do not reduce or count against, the Maximum Monthly Redemption
Amount. The Investor may not exercise this right after receiving shares equal to the Maximum Amount (as defined below) until six months
after the purchase price date, and any excess shares must be issued pursuant to an available registration exemption or effective registration
statement.
After
the Company has redeemed an amount equal to half of the $3,195,000 original principal amount of the Convertible Note in cash, any subsequent
redemptions it makes in cash will be subject to a twenty-five percent (25%) premium.
On
July 15, 2026, the transaction contemplated by the Purchase Agreement was closed as all the closing conditions set forth therein were
satisfied. In connection with the Purchase Agreement, on July 15, 2026, the Company filed a prospectus supplement under the registration
statement on Form F-3 (File No. 333-288404), to register up to 2,970,440 ordinary shares of the Company issuable upon the conversion
of the Convertible Note (the “Maximum Amount”).
The
Company estimates that the net proceeds from the sale of the Convertible Note will be approximately $3.0 million, after deducting estimated
expenses, and intends to use the net proceeds for working capital and general corporate purposes.
The
foregoing summaries of the Purchase Agreement and the Convertible Note do not purport to be complete and are qualified in their entirety
by reference to the Purchase Agreement and the Convertible Note, which are attached hereto as Exhibits 10.1 and 4.1, respectively, and
each of which is incorporated herein by reference. A copy of the opinion of Maples and Calder relating to the validity of the shares
that may be issued pursuant to the Convertible Note is filed herewith as Exhibit 5.1.
This
Report on Form 6-K does not constitute an offer to sell or the solicitation of an offer to buy, and the ordinary shares cannot be sold
in any state or jurisdiction in which the offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any state or jurisdiction. Any offer will be made only by means of a prospectus, consisting of a prospectus supplement
and the accompanying base prospectus, forming a part of the effective registration statement.
EXHIBIT
INDEX
| Exhibit |
|
Description |
| 4.1 |
|
Convertible
Promissory Note, dated July 15, 2026 |
| 5.1 |
|
Opinion of Maples and Calder |
| 10.1 |
|
Securities Purchase Agreement, dated July 15, 2026 |
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, thereunto duly authorized.
| Date:
July 15, 2026 |
TAOPING
INC. |
| |
|
|
| |
By: |
/s/
Jianghuai Lin |
| |
|
Jianghuai
Lin |
| |
|
Co-Chief
Executive Officer |
