Tantech Holdings Ltd 6-K/A, filed Jun 7, 2021

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K/A

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2021

Commission File Number: 001-36885

TANTECHHOLDINGS LTD

c/o Tantech Holdings (Lishui) Co., Ltd.

No. 10 Cen 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:

This Report updates the Report on Form 6-K filed on May 27, 2021. On June 7, 2021, TANTECH HOLDINGS LTD (“Tantech”) issued a press release announcing the closing of a previously announced private placement. Tantech sold 5,380,000 common shares in the private placement at USD$1.30 per share for USD$6,994,000. A copy of the press release is attached as Exhibit 99.2 hereto and incorporated by reference herein.

Exhibits

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.

Dated: June 7, 2021

Exhibit 99.2

Tantech Announces Closing of US$7.0 MillionOffering

LISHUI, China, June 7, 2021 – Tantech Holdings Ltd (NASDAQ: TANH) ("Tantech" or the "Company"), a clean energy company in China, today announced that it closed a previously announced private placement transaction (the “Private Placement”), raising approximately US$7.0 million in gross proceeds, from the sale of 5,380,000 of the Company’s common shares (the “Shares”) to various purchasers (the “Purchasers”), priced at US$1.30 per share.

The Shares were sold in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Regulation S thereunder. Each of the Purchasers understands that the Shares have not been registered under the Securities Act. Such Purchaser will not sell or otherwise dispose of the Shares without registration under the Securities Act, and under applicable state securities or “Blue Sky” laws, or pursuant to an exemption therefrom.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the 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.

About Tantech Holdings Ltd

For the past decade, Tantech has been a highly specialized high-tech enterprise producing, researching and developing bamboo charcoal-based products with an established domestic and international sales and distribution network. Since 2017 when the Company acquired 70% of Shangchi Automobile, a vehicle manufacturer based in Zhangjiagang City, Jiangsu Province, it has manufactured and sold vehicles. The Company established two new subsidiaries in November 2020, with the plan to produce and sell street sweepers and other electric vehicles. The Company is fully ISO 90000 and ISO 14000 certified and has received a number of national, provincial and local honors, awards and certifications for its quality products and scientific research efforts. For more information please visit: http://ir.tantech.cn.

Forward-Looking Statements

This news release contains forward-lookingstatements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerningthe closing of the Private Placement, plans, objectives, goals, strategies, future events or performance, and underlying assumptions andother statements that are other than statements of historical facts. These statements are subject to uncertainties and risks including,but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition andpricing, government regulations, and other risks contained in reports filed by the company with the Securities and Exchange Commission.All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Company, are expressly qualifiedby this cautionary statement and any other cautionary statements which may accompany the forward-looking statements. In addition, theCompany disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

For more information, please contact:

Global IR Partners

David Pasquale

New York Phone: +1-914-337-8801

TANH@globalirpartners.com