Report of Foreign Issuer (6-k)
May 02 2016 - 10:30AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 May 2016
Commission File Number: 001-36885
TANTECH HOLDINGS LTD
Tantech Holdings Ltd
c/o Zhejiang Tantech Bamboo Technology
Co., Ltd
No. 10 Chen Shan Road, Shuige Industrial
Zone
Lishui City, Zhejiang Province 323600
+86-578-226-2305
(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
x
Form
40-F
¨
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
¨
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
¨
Explanatory Note:
On May 2, 2016, Tantech Holdings Ltd (the “
Registrant
”)
entered into a Purchase Agreement with Henglong Chen (the “
Seller
”) and Suzhou Yimao E-Motors Co., Limited
(“
Suzhou E Motors
”), a specialty electric vehicles and power batteries manufacturer based in Zhangjiagang
City, Jiangsu Province, pursuant to which the Registrant intends to acquire 100% of the equity interest in Suzhou E Motors. The
total purchase price is a total cash consideration of RMB159,000,000 (approximately USD25.2 million) and a share consideration
of 3,250,000 restricted stocks of the Registrant. Subject to customary closing conditions, the Registrant expects the transaction
to be consummated by the end of 2016.
The Purchase Agreement contains customary representations, warranties
and covenants from the parties.
The foregoing description of the terms of the Purchase Agreement
and the transaction contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference
to, the full text of the Purchase Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.
The Purchase Agreement contains various representations and
warranties made by the parties solely for the benefit of the other parties to the Purchase Agreement. In addition, such representations
and warranties (a) have been made only for purposes of the Purchase Agreement, (b) have been qualified by confidential disclosures
made to the other parties in connection with the Purchase Agreement, (c) are subject to materiality qualifications contained in
the Purchase Agreement that may differ from what may be viewed as material by investors, (d) were made only as of the date of
the Purchase Agreement or such other date as is specified in the Purchase Agreement, and (e) have been included in the Purchase
Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Accordingly,
the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Purchase
Agreement, and not to provide investors with any other factual information regarding Suzhou E Motors or its business. Investors
should not rely on the representations or warranties or any descriptions thereof as characterizations of the actual state of facts
or condition of Suzhou E Motors or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter
of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or
may not be fully reflected in the Registrant’s public disclosures.
On May 2, 2016, the Registrant issued a press release announcing
that it had entered into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated
herein by reference.
Exhibits
Exhibit
Number
|
|
Description of Exhibit
|
10.1
|
|
Purchase Agreement, dated May 2, 2016, by and between
Tantech Holdings Ltd., Henglong Chen and Suzhou Yimao E-Motors Co., Limited.
|
99.1
|
|
Press release dated May 2, 2016
|
SIGNATURES
Pursuant to the requirements of the Securities and 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
|
|
|
|
By:
|
/s/ Zhengyu Wang
|
|
|
Name: Zhengyu Wang
Title: Chief Executive Officer
|
Dated: May 2, 2016
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