As filed with the Securities and Exchange Commission on January 14, 2021

Registration No. 333-        

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

IT TECH PACKAGING, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		6141		20-4158835
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

Science Park, Juli Rd,
Xushui District, Baoding City
Hebei Province, The People’s
Republic of China 072550

011 - (86) 312-8698215
011 - (86) 312-8698215 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

CSC Services of Nevada, Inc.
2215-B Renaissance Dr. 
Las Vegas, NV 89119
1-800-927-9801

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Mitchell S. Nussbaum Angela M. Dowd Loeb & Loeb LLP 345 Park Avenue New York, NY 10154	Joan Wu, Esq. Hunter Taubman Fischer & Li LLC 800 Third Avenue, Suite 2800 New York, NY 10022

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☒

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-251562

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.  ☐

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Proposed Maximum Aggregate Offering Price (1)(2)				Amount of Registration Fee
Common Stock, $0.001 par value per share		$	2,400,000			$	261.84
Warrants to purchase shares of Common Stock(3)			-				-
Common Stock issuable upon exercise of the Common Warrants (4)		$	2,400,000			$	261.84
Total		$	4,800,000			$	523.68	(5)

(1)

The registrant previously registered an aggregate of $24,000,000 of securities on the Registration Statement on Form S-1, Registration No. 333-251562 (the “Initial Registration Statement”). Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, the amount of securities being registered hereunder represents no more than 20% of the securities initially registered pursuant to the Initial Registration Statement.

(2)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Act”).

(3)

Pursuant to Rule 457(g) of the Act, no separate registration fee is required for the Warrants because the Warrants are being registered in the same registration statement as the Common Stock of the Registrant issuable upon exercise of the Common Warrants.

(4)

In addition to the shares of Common Stock set forth in this table, pursuant to Rule 416 under the Act, this registration statement also registers such indeterminate number of shares of Common Stock as may become issuable upon exercise of these securities as the same may be adjusted as a result of stock splits, stock dividends, recapitalizations or other similar transactions.

(5)

A filing fee of $523.68 is paid herewith. Calculated pursuant to Rule 457(o) under the Securities Act. The registrant previously registered an aggregate of $24,000,000 of securities on the Initial Registration Statement, for which a filing fee of $2,618.40 was previously paid.

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933.

 

 

 

EXPLANATORY NOTE

 

This Registration Statement is being filed by IT Tech Packaging, Inc. (the “Company”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. Pursuant to Rule 462(b), the Company hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1 (File No. 333-251562), which was declared effective by the Securities and Exchange Commission (“SEC”) on January 14, 2021 (the “Initial Registration Statement”), including each of the documents filed by the Company with the SEC and incorporated or deemed to be incorporated by reference therein and all exhibits thereto.

 

In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of not more than 20% of the maximum aggregate offering price of the securities registered under the Initial Registration Statement are being registered. This Registration Statement is being filed with respect to the registration of an additional $4,800,000 aggregate maximum amount of 7,431,818 shares of Common Stock and 7,431,818 Common Warrants to purchase 7,431,818 shares of Common Stock (and additional 7,431,818 shares of Common Stock issuable upon exercise of the Common Warrants) of the Company, all of which are described in the prospectus constituting a part of the Initial Registration Statement.

 

The required opinions of counsel and related consent and accountant’s consent are attached hereto and filed herewith.

 

  

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 8. Exhibits and Financial Statement Schedules

 

(a)

Exhibits

 

All exhibits filed or incorporated by reference in the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-251562), are incorporated by reference into, and shall be deemed to be part of, this Registration Statement, except for the following, which are filed herewith:

 

5.1

Opinion of Loeb & Loeb LLP.

 

23.1

Consent of Consent of WWC, P.C., Certified Public Accountants

 

23.2

Consent of Loeb & Loeb LLP (included in Exhibit 5.1).

  

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Baoding City, Hebei Province, People’s Republic of China, on the 14th day of January, 2021.

 

	IT TECH PACKAGING, INC.
	By:	/s/ Zhenyong Liu
		Zhenyong Liu Chief Executive Officer
	By:	/s/ Jing Hao
		Jing Hao
		Chief Financial Officer

  

 

Pursuant to the requirements of the Securities Act of 1933, this amendment has been signed by the following persons in the capacities and on the dates indicated.

 

Name		Position		Date
/s/Zhenyong Liu		Chief Executive Officer and Chairman of the Board		January 14, 2021
Zhenyong Liu		(Principal Executive Officer)
/s/Jing Hao		Chief Financial Officer (Principal Financial Officer		January 14, 2021
Jing Hao		and Principal Accounting Officer)
*		Director		January 14, 2021
Marco Ku Hon Wai
*		Director		January 14, 2021
Wenbing Christopher Wang
*		Director		January 14, 2021
Fuzeng Liu
*		Director		January 14, 2021
Lusha Niu

 

* By:	/s/ Zhenyong Liu
	Zhenyong Liu Attorney-in-fact