SEC Form SC 13G filed by Tantech Holdings Ltd.

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* As more fully described in Item 4, the Reporting Person holds Warrants to purchase 500,000 and 1,000,000 shares, each of which is subject to a 4.99% blocker, and since the Reporting Person and affiliated entities collectively beneficially owned more than 4.99% of the Common Shares the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding Common Shares, $.24 par value per share (the “Common Stock”) held by the Reporting Person without reflecting for the exercise of the Warrants. In addition, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

* As more fully described in Item 4, the Reporting Person holds Warrants to purchase 500,000 and 1,000,000 shares, each of which is subject to a 4.99% blocker, and since the Reporting Person and affiliated entities collectively beneficially owned more than 4.99% of the Common Shares the percentage set forth in row (11) constitutes the percentage ownership of the Issuer’s outstanding Common Shares, $.24 par value per share (the “Common Stock”) held by the Reporting Person without reflecting for the exercise of the warrants. In addition, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

* Consists of 500,000 shares of Common Stock owned by Bigger Capital and an aggregate of 1,500,000 shares of Common Stock issuable upon exercise of Warrants owned by Bigger Capital. As more fully described in Item 4, the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

Tantech Holdings Ltd, a British Virgin Islands company.

c/o Tantech Holdings (Lishui) Co., Ltd.
No. 10 Cen Shan Road, Shuige Industrial Zone
Lishui City, Zhejiang Province 323000

Bigger Capital Fund, LP (“Bigger Capital”)

2250 Red Springs Drive
Las Vegas, NV 89135

Citizenship: Delaware

Bigger Capital Fund GP, LLC (“Bigger GP”)

2250 Red Springs Drive
Las Vegas, NV 89135

Citizenship: Delaware

Michael Bigger

2250 Red Springs Drive
Las Vegas, NV 89135

Citizenship: USA

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Shares, $.24 par value. (the “Common Stock”)

G8675X149

As of May 2, 2024, Bigger Capital beneficially owned 500,000 shares of Common Stock, and an aggregate of 1,500,000 shares of Common Stock issuable upon the exercise of Warrants (collectively the “Warrants”). As described below, the Warrants contains a 4.99% beneficial ownership limitation.

Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the 500,000 shares of Common Stock and 1,500,000 shares of Common Stock issuable upon exercise of Warrants beneficially owned by Bigger Capital.

Mr. Bigger, as the managing member of Bigger GP may be deemed to beneficially own the (i) 500,000 shares of Common Stock beneficially owned by Bigger Capital and (ii) 1,500,000 shares of Common Stock issuable upon exercise of Warrants beneficially owned by Bigger Capital.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based on 8,294,589 shares of Common Stock outstanding as of May 2, 2024, which is derived from the 4,094,589 shares of Common Stock that the Issuer represented as outstanding in the April 22, 2024 Securities Purchase Agreement between the Issuer and the Reporting Persons, plus an additional up to 4,200,000 shares of Common Stock the Issuer sold in its recently announced private placement.

As of the close of business on May 4, 2024, each of Bigger Capital, Bigger GP, and Mr. Bigger may be deemed to beneficially own approximately 6.0% of the outstanding shares of Common Stock.

Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons or affiliates of the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock (the “Blockers”), and the percentage set forth in Row 11 of the cover page for each Reporting Person as well in this Item 4(b) gives effect to the Blockers.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

Bigger GP and Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by Bigger Capital.

Not Applicable.

See Exhibit 99.1.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 3, 2024