淘屏美股招股说明书(2023-08-03版)

80,000 Ordinary Shares Pursuant to this prospectus supplement, the accompanying prospectus supplement and the accompanyingbase prospectus, we are offering 80,000 ordinary shares to SHANJING CAPITAL GROUP CO., LTD (the“Investor”) at a price of approximately $4.626 per share, pursuant to our previously announced StandbyEquity Purchase Agreement with the Investor dated July 17, 2023 (the “SEPA”). The total purchase priceand proceeds we will receive from the sale of the shares is $370,080. These shares are being issued as partof the commitment by Investor to purchase from time to time, at our option, up to $1,000,000 of ourordinary shares pursuant to the SEPA, as described in Prospectus Supplement dated July 17, 2023. Weexpect to issue the shares to Investor on or about August 3, 2023. In addition to our issuance of the shares to the Investor pursuant to the SEPA, this prospectus supplement,the accompanying prospectus supplement and the accompanying prospectus also cover the sale of theseshares by the Investor to the public. Though we have been advised by the Investor, and the Investorrepresents in the SEPA, that the Investor is purchasing the shares for its own account, for investmentpurposes in which it takes investment risk (including, without limitation, the risk of loss), and without anyview or intention to distribute such shares in violation of the Securities Act of 1933, as amended (the“Securities Act”) or any other applicable securities laws, the Securities and Exchange Commission (the“SEC”) may take the position that the Investor may be deemed an “underwriter” within the meaning ofSection 2(a)(11) of the Securities Act and any profits on the sales of shares of our ordinary shares by theInvestor and any discounts, commissions or concessions received by the Investor are deemed to beunderwriting discounts and commissions under the Securities Act. For additional information on themethods of sale that may be used by the Investor, see the section entitled “Plan of Distribution” on page S-6 of the accompanying prospectus supplement. Our ordinary shares are listed on the Nasdaq Capital Market under the symbol “TAOP.” Effective at themarket opening on August 1, 2023, the Company implemented a one-for-ten reverse stock split of its issuedand outstanding ordinary shares where every ten ordinary shares outstanding were automatically combinedand converted into one issued and outstanding ordinary share. Any fractional shares resulting from thereverse stock split were rounded up to the nearest whole share. The reverse stock split was intended toincrease the per share trading price of the Company’s ordinary shares to satisfy the $1.00 minimum bidprice requirement for continued listing on the NASDAQ Stock Market. Immediately following the reversestock split, the Company had approximately 1,864,554 ordinary shares outstanding. On August 1, 2023, theclosing price of our ordinary shares was $4.90 per share. The aggregate market value of our outstandingordinary shares held by non-affiliates is $9,349,694, based on 1,864,554 ordinary shares outstanding as ofthe date of this prospectus supplement, of which 1,236,732 are held by non-affiliates, and $7.56, which wasclosing price of the ordinary shares on June 22, 2023. Pursuant to General Instruction I.B.5 of Form F-3, inno event will the aggregate market value of securities sold by us or on our behalf pursuant to General Instruction I.B.5 of Form F-3 during the 12 calendar month period immediately prior to, and including, thedate of any such sale exceed one-third of the aggregate market value of our ordinary shares held by non-affiliates, calculated in accordance with General Instruction I.B.5 of Form F-3. During the 12 calendarmonth period that ends on and includes the date hereof, we have not sold securities pursuant to GeneralInstruction I.B.5 of Form F-3. Investing in our securities involves a high degree of risk. Before buying any securities, you shouldreview carefully the risks and uncertainties described under the heading “Risk Factors” beginningon page S-4 of the accompanying prospectus supplement and in the documents incorporated byreferenceinto this prospectus supplement,the accompanying prospectus supplement and theaccompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved of these securities or determined if this prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus supplement is August 1, 2023 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageThe OfferingS-1 PROSPECTUS SUPPLEMENT DATED JULY 17, 2023 PageAbout this Prospectus SupplementS-iiForward-Looking InformationS-iiiProspectus Supplement SummaryS-1Risk FactorsS-4Use of ProceedsS-5Plan of DistributionS-6Legal MattersS-7ExpertsS-7Incorporation of Certain Information by ReferenceS-7Where You Can Find More InformationS-8 PROSPECTUS PageAbout This Prospectus1Prospec