UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 Under

the Securities Exchange Act of 1934

For the month of August 2024

Commission File Number: 001-36885

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

No. 10 Cen Shan Road, Shuige Industrial Zone

Lishui City, Zhejiang Province 323000

+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 ☒     Form 40-F ☐

EXPLANATORY NOTE

On August 27, 2024, The Nasdaq Stock Market LLC (“Nasdaq”) granted Tantech Holdings Ltd (the “Company”) an additional 180 calendar days, or until February 24, 2025, to regain compliance with the $1.00 per share minimum required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Marketplace Rule 5550(a)(2) (the “Rule”).

As previously reported, on February 27, 2024, the Company received a notification letter from Nasdaq advising the Company of its noncompliance with the Rule for 30 consecutive business days preceding the notice date. The Company was provided 180 calendar days, or until August 26, 2024, to regain compliance with the Rule. The Company was unable to regain compliance within the initial compliance period.

Nasdaq’s determination to grant the second compliance period was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. To regain compliance, the bid price of the Company’s common shares must close at or above $1.00 per share for a minimum of ten consecutive business days at any time during the second 180-day compliance period. The Company intends to monitor the closing bid price of its common shares and may, if appropriate, consider implementing available options. There can be no assurance that the Company will be able to regain compliance with the Rule or maintain compliance with the other listing requirements necessary for the Company to maintain the listing of its common shares on Nasdaq.

The Notice has no effect on the listing of the Company’s common shares at this time and the Company’s common shares will continue to trade on The Nasdaq Capital Market under the symbol “TANH”.

The Company issued a press release announcing this matter on August 28, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT 99.1

Tantech Holdings Ltd Receives NASDAQ Minimum Bid Price Requirement Extension

LISHUI, China, August 28, 2024 – Tantech Holdings Ltd (NASDAQ: TANH) (“Tantech” or the “Company”), announced today that on August 27, 2024, it received notification from The Nasdaq Stock Market LLC (“NASDAQ”) confirming the Company has been granted an additional 180 calendar day period for compliance under its minimum bid price requirement through February 24, 2025. To regain compliance with NASDAQ’s minimum bid price requirement, the closing bid price of the Company's common shares needs to be at least $1.00 per share or greater for at least ten consecutive business days by February 24, 2025.

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, Lishui Smart New Energy Automobile Co., Ltd. and Zhejiang Shangnilai Technology Co., Ltd (formerly, Zhejiang Shangchi New Energy Automobile Co., Ltd.), in November 2020, 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 products and scientific research efforts. The Company's subsidiary, First International Commercial Factoring (Shenzhen) Co., LTD, is engaged in commercial factoring for businesses in and related to its supply chain. For more information, please visit: https://tanhtech.com.

Forward-Looking Statements

This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning the sales, plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other 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 and pricing, 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 qualified by this cautionary statement and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

For more information, please contact:

Tantech Holdings Ltd

Investor Relations

Tel: +86 (578) 226-2305

ir@tantech.cn