淘屏美股招股说明书(2023-08-30版)

TAOPING INC. Up to 20,043,394 Ordinary Shares This prospectus relates to the offer and resale, from time to time, by the selling shareholder identified inthis prospectus (the “Selling Shareholder”) of up to 20,043,394 ordinary shares, no par value of TaopingInc. (the “Ordinary Shares”). Throughout this prospectus, unless the context indicates otherwise, referencesto “Taoping” or “the Company” refer to Taoping Inc., a British Virgin Islands holding company andreferences to “we,” “us,” “our” or “our company” are to Taoping and its consolidated subsidiaries. On July 17, 2023, Taoping entered into a standby equity purchase agreement (the “Private SEPA”) withShanjing Capital Group Co., Ltd, a British Virgin Islands business company (the “Investor”), pursuant towhich Toping may, at its sole discretion, elect to issue and sell to the Investor or its designee, from time totime after the date of this prospectus, up to $10 million of Ordinary Shares. Concurrently with theexecution of the Private SEPA, Taoping issued 43,394 Ordinary Shares (the “Private Commitment FeeShares”) to the Selling Shareholder, who is the Investor’s designee and sole director and sole shareholder ofthe Investor, as consideration for the Investor’s irrevocable commitment to purchase up to $10 million ofOrdinary Shares at Taoping’s election pursuant to the Private SEPA. In connection with the Private SEPA,we are registering herein (i) up to 20,000,000 Ordinary Shares that the Company may sell to the SellingShareholder, from time to time after the date of this prospectus, in its sole discretion, pursuant to the PrivateSEPA, and (ii) 43,394 Private Commitment Fee Shares. Please see “Selling Shareholder” for additionalinformation regarding the Selling Shareholder. We are not selling any Ordinary Shares under this prospectus and will not receive any of the proceeds fromany resale of Ordinary Shares by the Selling Shareholder pursuant to this prospectus. However, we mayreceive up to $10 million in aggregate gross proceeds from sales of the Ordinary Shares, if any, to theSelling Shareholder that Taoping may, in its sole discretion, elect to make, from time to time after the dateof this prospectus and after satisfaction of other conditions in the Private SEPA, based on market prices ofthe Ordinary Shares prior to the time Taoping elects to make such sales to the Selling Shareholder. We will bear all costs, expenses and fees in connection with the registration of the Ordinary Shares underthe Securities Act of 1933, as amended (the “Securities Act”). The Selling Shareholder will bear allcommissions and discounts, if any, attributable to its resales of Ordinary Shares. However, our registrationof the Ordinary Shares covered by this prospectus does not guarantee that the Selling Shareholder will offeror sell any or all of the Ordinary Shares. The Selling Shareholder may offer, sell or distribute all or aportion of their Ordinary Shares publicly or through private transactions at prevailing market prices or atnegotiated prices. We provide more information about how the Selling Shareholder may sell or otherwisedispose the Ordinary Shares in the section entitled “Plan of Distribution.”The Selling Shareholder is an“underwriter” within the meaning of Section 2(a)(11) of the Securities Act. The Ordinary Shares are listed on the NASDAQ Capital Market under the symbol “TAOP.” On August 29,2023, the closing sale price of the Ordinary Share was $2.44. INVESTORSPURCHASING SECURITIES IN THIS OFFERING ARE PURCHASINGSECURITIESOF TAOPING,THE BRITISH VIRGIN ISLANDS HOLDING COMPANYRATHER THAN SECURITIES OF TAOPING’S SUBSIDIARIES THAT HAVE SUBSTANTIVEBUSINESS OPERATIONS IN CHINA. Taoping is not an operating Chinese company but rather a holding company incorporated in theBritish Virgin Islands. Because Taoping has no business operations of its own, we conduct ourbusiness through Taoping’s operating subsidiaries in China (which is also referred to as “PRC”).This structure involves unique risks to investors and you may never directly hold equity interests inTaoping’s operating entities. You are specifically cautioned that there are significant legal andoperational risks associated with being based in or having the majority of operations in China,including that changes in the legal, political and economic policies of the Chinese government, therelations between China and the United States, or Chinese or United States regulations, maymaterially and adversely affect our business, financial condition, results of operations and the marketprice of Taoping’s securities. Moreover, the Chinese government may exercise significant oversightand discretion over the conduct of our business and may intervene in or influence our operations atany time, which could result in a material change in our operations and/or the value of the securitiesbeing registered for sale or could significantly limit or completely hinder Taoping’s ability to offer orcontinue to offer securities to investo