Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-188142
230,000
Shares
Cleantech
Solutions International, Inc.
Common
Stock
Pursuant to this prospectus supplement and
the accompanying prospectus, we are offering an aggregate of 230,000 shares of our common stock directly to investors pursuant
to a stock purchase agreement, dated June 24, 2016, at a price of $1.10 per share.
Our common stock is currently traded
on the NASDAQ Capital Market under the symbol “CLNT.” As of the date of this prospectus supplement, the aggregate market
value of our outstanding common stock held by non-affiliates was approximately $3,400,000, based on 4,633,986 shares of outstanding
common stock, of which 3,169,053 shares are held by non-affiliates, and a per share price of $1.08, which was the closing price
of our common stock on June 23, 2016. During the past 12 calendar month period that ends on and includes the date of this prospectus
supplement, we have offered and sold 230,000 shares of common stock pursuant to General Instruction I.B.6 of Form S-3.
We
have not engaged an investment banker in connection with the sale of the shares offered by this
supplement.
Assuming we complete the maximum offering,
the net proceeds to us from this offering will be approximately $250,000. We expect to deliver the shares on or about June 28,
2016.
Investing
in our securities involves a high degree of risk. You should purchase our securities only if you can afford a complete loss of
your investment. See “
Risk Factors
” beginning on page S-3 of this prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this
prospectus supplement is June 24, 2016
TABLE
OF CONTENTS
Prospectus
Supplement
You
should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not authorized
anyone else to provide you with additional or different information. We are offering to sell, and seeking offers to buy, common
stock and warrants only in jurisdictions where offers and sales are permitted. You should not assume that the information in this
prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the front of those documents
or that any document incorporated by reference is accurate as of any date other than its filing date.
No
action is being taken in any jurisdiction outside the United States to permit a public offering of the common stock or warrants
or possession or distribution of this prospectus supplement or the accompanying prospectus in that jurisdiction. Persons who come
into possession of this prospectus supplement or the accompanying prospectus in jurisdictions outside the United States are required
to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus supplement
and the accompanying prospectus applicable to that jurisdiction.
ABOUT
THIS PROSPECTUS SUPPLEMENT
On April 26, 2013, we filed with the SEC a registration statement on Form S-3 (File No. 333-188142) utilizing
a shelf registration process relating to the securities described in this prospectus supplement, which registration statement was
amended on May 29, 2013 and declared effective on June 13, 2013. Under this shelf registration process, we may, from time
to time, sell up to $5 million in the aggregate of common stock, preferred stock, warrants, and units, of which approximately $1.9
million will remain available for sale following the offering and as of the date of this prospectus supplement.
This
document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this common stock
offering and also adds to and updates certain information contained in the accompanying prospectus and the documents incorporated
by reference into the prospectus. The second part, the accompanying prospectus, gives more general information, some of which
does not apply to this offering. You should read this entire prospectus supplement as well as the accompanying prospectus and
the documents incorporated by reference that are described under “Where You Can Find More Information” in this prospectus
supplement and the accompanying prospectus.
If
the description of the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on
the information contained in this prospectus supplement. However, if any statement in one of these documents is inconsistent with
a statement in another document having a later date — for example, a document incorporated by reference in this prospectus
supplement and the accompanying prospectus — the statement in the document having the later date modifies or supersedes
the earlier statement. We are not incorporating by reference any information submitted under Item 2.02 or Item 7.01
of any Current Report on Form 8-K into any filing under the Securities Act or the Exchange Act or into this prospectus supplement
or the accompanying prospectus.
Any
statement contained in a document incorporated by reference, or deemed to be incorporated by reference, into this prospectus supplement
or the accompanying prospectus will be deemed to be modified or superseded for purposes of this prospectus supplement or the accompanying
prospectus to the extent that a statement contained herein, therein or in any other subsequently filed document which also is
incorporated by reference in this prospectus supplement or the accompanying prospectus modifies or supersedes that statement.
Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of
this prospectus supplement or the accompanying prospectus.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any
document that is incorporated by reference in this prospectus supplement and the accompanying prospectus were made solely for
the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to
such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations,
warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants
should not be relied on as accurately representing the current state of our affairs.
As used throughout this prospectus,
the terms “we,” “us,” and “our” and words of like import refer to Cleantech Solutions International,
Inc., its wholly-owned subsidiaries, and Wuxi Huayang Dyeing Machinery Co., Ltd. and Wuxi Huayang Heavy Industries, Co. Ltd.,
both of which are variable interest entities under contractual arrangements with us whose financial statements are consolidated
with ours, unless the context specifically states or implies otherwise.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The
information contained in this prospectus and the documents and information incorporated by reference in this prospectus include
some statements that are not purely historical and that are “forward-looking statements.” Such forward-looking statements
include, but are not limited to, statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the
future, including our financial condition, and results of operations. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
The words “anticipates,” “believes,” “continue,” “could,” “estimates,”
“expects,” “intends,” “may,” “might,” “plans,” “possible,”
“potential,” “predicts,” “projects,” “seeks,” “should,” “will,”
“would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking.
The
forward-looking statements contained in this prospectus are based on current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments actually affecting us will be those anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking
statements, including the following:
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Our ability to continue to operate in each of our present segments and, if we are unable to continue to operate profitably in one or more segments, the effect on our business, financial statements and prospects resulting from the discontinuation of any of our operating segments;
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Our ability to increase our revenues and to generate positive gross margins in all our
segments;
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The ability of our customers and potential customers to obtain financing in order to enable them to purchase capital equipment such as our products;
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Our ability to obtain additional funding for our operations;
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Our ability to develop or acquire other businesses in the event that we are unable to continue to operate our present business profitably;
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Our
ability to develop or acquire other businesses in the event that we are unable to continue
to operate our present business profitably;
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Our
ability to comply with any environmental regulations which may affect our manufacturing
operations;
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Our
ability to obtain and maintain all necessary government certifications and/or licenses
to conduct the Company’s business;
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Changes
in the policies of the government of China as they relate to both alternative energy
projects, such as wind power, and the textile manufacturing industry, all of which can
affect our ability to sell our products;
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Changes
in the laws of the PRC that affect our operations;
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The
cost of complying with current and future governmental regulations and the impact of
any changes in the regulations on the Company’s operations;
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Changes
in the political and economic policies of the government in China, where all of the Company’s
assets are located and all from where its revenues are derived;
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Our
ability to maintain our listing on the Nasdaq Capital Market in view of our present stock
price which is less than $1.00, our ability to take steps to increase our stock price,
such as a reverse stock split if it becomes necessary, and the effect on the market price
of our common stock if we either take such action or fail to take action and are not
able to maintain our Nasdaq listing;
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Adverse
capital and credit market conditions, and our ability to meet liquidity needs;
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Fluctuation
of the foreign currency exchange rate between U.S. Dollars and Renminbi;
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Our
ability to meet our financial projections for any financial year;
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Our
ability to retain our key executives and to hire additional senior management;
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Growth
of the Chinese economy and demand for our service, including the availability and terms
of financing for our customers and potential customers;
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Continued
development of the wind power industry in China;
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Our
ability to anticipate trends and provide programs that are relevant and useful to our
students, and
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Other
factors, including those described in the prospectus under the heading “Risk Factors,”
as well as factors set forth in other filings we make with the Securities and Exchange
Commission, including those contained in “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in our
annual report on Form 10-K and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in our 10-Q quarterly reports.
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The
foregoing list does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained
herein or risk factors that we are faced with that may cause our actual results to differ from those anticipate in our forward-looking
statements. If one or more of these risks or uncertainties materializes, or if any of our assumptions prove incorrect, actual
results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as
may be required under applicable securities laws.
Moreover,
new risks regularly emerge and it is not possible for our management to predict or articulate all risks we face, nor can we assess
the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to
differ from those contained in any forward-looking statements. All forward-looking statements included in this prospectus are
based on information available to us on the date of this prospectus. Except to the extent required by applicable laws or rules,
we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information,
future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on
our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout (or incorporated
by reference in) this prospectus.
PROSPECTUS
SUPPLEMENT SUMMARY
The
following summary highlights selected information contained or incorporated by reference in this prospectus. This summary does
not contain all of the information you should consider before investing in the securities. Before making an investment decision,
you should read the entire prospectus and any supplement hereto carefully, including the risk factors section as well as the financial
statements and the notes to the financial statements incorporated herein by reference.
The
Company
Our
business is described under the caption “About Cleantech Solutions International, Inc.” in the Prospectus, as supplemented
by the description in our Form 10-K for the year ended December 31, 2015 and the information contained in our Form 10-Q for the
quarter ended March 31, 2016.
Corporate
Information
We
were incorporated in Delaware on June 24, 1987 under the name Malex, Inc. On December 18, 2007, our corporate name was changed
to China Wind Systems, Inc., and on June 13, 2011, our corporate name was changed to Cleantech Solutions International, Inc. On
August 7, 2012, we were converted into a Nevada corporation.
Our executive offices are located No. 9 Yanyu
Middle Road, Qianzhou Village, Huishan District, Wuxi City, Jiangsu Province, China 214181, telephone (86) 51083397559. Our website
is www.cleantechsolutionsinternational.com. Information contained on, or that can be accessed through, our website or any other
website is not part of this prospectus. For additional information about us and our business, see “Where You Can Find More
Information.”
THE
OFFERING
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Common
stock offered by us pursuant to this prospectus supplement
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230,000
shares
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Common
stock to be outstanding after this offering (assumes all shares of common stock offered in this offering are sold)
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4,863,986 shares
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Use
of proceeds
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We
intend to use the net proceeds from this offering for working capital and other general corporate purposes. See “Use
of Proceeds” on page S-4 of this prospectus supplement.
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Risk
factors
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Investing
in our securities involves a high degree of risk. For a discussion of factors you should consider carefully before deciding
to invest in shares of our common stock, see the information contained in or incorporated by reference under the heading
“Risk Factors” beginning on page S-3 of this prospectus supplement, on page 7 of the accompanying prospectus
and in the other documents incorporated by
reference into this prospectus supplement.
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Market
for the common stock
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Our
common stock is quoted and traded on Nasdaq Capital Market under the symbol “CLNT.”
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The number of shares of our common stock
to be outstanding after this offering is based on 4,633,986 shares of common stock outstanding as of June 24, 2016.
RISK
FACTORS
Investing in our securities involves a high degree
of risk. Prior to making a decision about investing in our securities, you should carefully consider the specific factors discussed
under the heading “Risk Factors” in the prospectus together with all of the other information contained in the prospectus
supplement or the prospectus or appearing or incorporated by reference in the prospectus or this prospectus supplement. Further,
the market price for the common stock has recently traded at a price which is less than $1.00 per share and that, pursuant to Nasdaq
Rule 5550(a)(2), we must maintain a minimum bid price of $1.00 per share in order for our common stock to maintain its listing
on the Nasdaq Capital Market. If the bid price of our common stock falls below $1.00 per share, Nasdaq may give us notice that
we are not in compliance with the minimum bid price requirement, in which event it may be necessary for us to take action, such
as a reverse split, in order to maintain a minimum bid price of at least $1.00. Our failure to maintain our Nasdaq listing or any
action that we may take in order that the minimum bid price be at least $1.00 per share may have a material adverse effect upon
the market price for, and the market for, our common stock.
USE
OF PROCEEDS
We
intend to use the net proceeds from this offering for working capital and other general corporate purposes.
DILUTION
Because the net tangible book value per share of common stock is greater than the offering price per share
of $1.10, the purchasers of shares offered pursuant to this prospectus supplement will experience an immediate increase in the
net tangible book value of their common stock from the offering price of the units. The net tangible book value of our common stock
as of March 31, 2016 was approximately $77.0 million, or approximately $17.48 per share. After giving effect to the sale of 230,000
shares of common stock pursuant to the prospectus supplement dated June 6, 2016, the adjusted net tangible book value at March
31, 2016 would be approximately $77.2 million, or approximately $16.66 per share. Net tangible book value per share of our common
stock is equal to our net tangible assets (tangible assets less total liabilities) divided by the number of shares of our common
stock issued and outstanding as of March 31, 2016.
After reflecting the prior sale of 230,000
shares of common stock at the offering price of $1.10 per share, less fees and estimated offering expenses, our adjusted net tangible
book value per share of common stock as of March 31, 2016 would have been approximately $77.4 million, or $15.92 per share. The
change represents an immediate decrease in net tangible book value per share of our common stock of $0.74 per share to existing
stockholders and an immediate increase of $14.82 per share to new investors purchasing the shares of common stock in this offering.
The following table illustrates this change in net tangible book value per share:
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Offering price per share
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$
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1.10
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Adjusted net tangible book value per share as of March 31, 2016
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$
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16.66
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Decrease per share attributable to new investors
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$
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0.74
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Adjusted net tangible book value per share as of March 31, 2016
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$
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15.92
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Increase in per share net tangible book value to new investors
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$
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14.82
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The number of shares of our common stock
to be outstanding after this offering is based on 4,633,986 shares of common stock outstanding as of June 24, 2016 (immediately
prior to this offering).
DESCRIPTION
OF COMMON STOCK
For
a description of the Common Stock being offered hereby, please see “Description of Capital Stock – Common Stock”
in the prospectus.
PLAN
OF DISTRIBUTION
Stock
Purchase Agreement
We have entered into a stock purchase agreement
directly with the investor in connection with this offering. The stock purchase agreement contains customary representations,
warranties and covenants for transactions of this type. These representations, warranties and covenants were made solely for purposes
of the stock purchase agreement and should not be relied upon by any other of our investors, nor should any investor rely upon
any descriptions thereof as characterizations of the actual state of facts or condition. Our stockholders are not third party
beneficiaries under the stock purchase agreement. The purchase price per share of our common stock was determined based on negotiations
with the investors based on current market factors.
The stock purchase agreement provides
that the purchase price of the shares will be wired to us and we will instruct our transfer agent to issue the shares. We
are required to pay liquidated damages equal to 0.1% of the purchase price, or $1.10 per share, for each day that we fail to issue
the delivery instructions to the transfer agent. The liquidated damages shall be payable in cash payment or in shares
of common stock, valued at $1.10 per share, as we shall elect; provided, however, that we shall not issue any shares of common
stock in payment of its liquidated damages obligation if the issuance of such shares of common stock would cause the total number
of shares of common stock issued in the financing (including shares issued in satisfaction of the liquidated damages obligation)
to equal 20% of the outstanding common stock prior to the financing.
The
purchase and sales under the securities purchase agreement is registered pursuant to our shelf registration statement on Form
S-3 (File Number 333-188142) as to which this prospectus supplement relates.
The foregoing description of the stock
purchase agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the stock
purchase agreement, a copy of which will be attached as an exhibit to our Current Report on Form 8-K, which will be filed with
the SEC on or about June 28, 2016.
This prospectus supplement will be distributed
to the investors who agree to purchase the shares and will inform the investor of the closing date as to such securities. We currently
anticipate that closing of the sale of shares offered pursuant to this prospectus supplement will take place on or about June
28, 2016.
Transfer
Agent
The
transfer agent for our common stock is Empire Stock Transfer, Inc., its address is 1859 Whitney Mesa Dr., Henderson, NV 89014,
and its telephone number is (702) 818-5898.
Listing
Our
common stock is quoted on the Nasdaq Capital Market under the trading symbol “CLNT.”
LEGAL
MATTERS
Unless
otherwise indicated in the applicable prospectus supplement, the validity of the securities being offered herein has been passed
upon for us by Ellenoff Grossman & Schole LLP, New York, New York.
EXPERTS
The
consolidated financial statements of Cleantech Solutions International, Inc. as of December 31, 2015 and for the
two year in the period then ended have been audited by RBSM LLP, an independent registered public accounting firm, as set
forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements
are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information we incorporate by reference is considered to be an important
part of this prospectus, and information that we file with the SEC at a later date will automatically add to, update or supersede
this information.
We
incorporate by reference into this prospectus the documents listed below:
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our
annual report on Form 10-K for the year ended December 31, 2015 filed with the SEC on
March 30, 2016;
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our
quarterly report on Form 10-Q for the period ended March 31, 2016 filed with the SEC
on May 16, 2016;
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our
current reports on Form 8-K, filed with the SEC on the following dates:
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January
4, 2016
March
3, 2016
March
25, 2016
March
31, 2016
May
19, 2016
June 10, 2016
June 17, 2016
June 24, 2016
We
are also incorporating by reference all future filings that we make with the SEC under Section 13(a), 13(c), 14, or 15(d) of the
Exchange Act after the date of filing of the registration statement on Form S-3 of which this prospectus is a part and prior to
the termination or completion of any offering of securities under this prospectus and all applicable prospectus supplements (except,
in each case, for information contained in any such filing that is furnished and not “filed” under the Exchange Act),
which filings will be deemed to be incorporated by reference in this prospectus, as supplemented by the applicable prospectus
supplement, and to be a part hereof from the respective dates of such filings.
We
will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written
or oral request of such person, a copy of any or all of the information that is incorporated by reference in this prospectus.
Requests for such documents should be directed to: Cleantech Solutions International, Inc., No. 9 Yanyu Middle Road, Qianzhou
Village, Huishan District, Wuxi City, Jiangsu Province, the People’s Republic of China 214181, Attention: Investor
Relations, Tel:011-86-5108-339-7559.
You
should rely only on the information provided in and incorporated by reference into this prospectus supplement or the prospectus
or any prospectus supplement. We have not authorized anyone else to provide you with different information. You should not assume
that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front
cover of these documents.
Any
statement contained in a document we incorporate by reference will be modified or superseded for all purposes to the extent that
a statement contained in this prospectus (or in any other document that is subsequently filed with the Securities and Exchange
Commission and incorporated by reference) modifies or is contrary to that previous statement. Any statement so modified or superseded
will not be deemed a part of this prospectus except as so modified or superseded.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the reporting requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy these reports, proxy statements and other information at the SEC’s
Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You can request copies of these documents by writing to the
SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference
Room. The SEC also maintains an Internet site that contains reports, proxy statements and other information about issuers, like
us, who file electronically with the SEC. The address of the SEC’s web site is http://www.sec.gov. Our common stock
is listed for trading on the NASDAQ Capital Market under the symbol “CLNT.”
We
have filed a registration statement on Form S-3 with the SEC to register the securities that may be offered pursuant to this prospectus
supplement and the prospectus. This prospectus supplement and the prospectus is part of that registration statement and, as permitted
by the SEC’s rules, does not contain all of the information included in the registration statement. For further information
about us, this offering and our common stock, you may refer to the registration statement and its exhibits and schedules as well
as the documents described herein or incorporated herein by reference. You can review and copy these documents, without charge,
at the public reference facilities maintained by the SEC or on the SEC’s website as described above, or you may obtain a
copy from the SEC upon payment of the fees prescribed by the SEC.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LAW VIOLATIONS
Our
articles of incorporation and bylaws provide that all our directors and officers shall be entitled to be indemnified by us to
the fullest extent permitted under Nevada law.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling
us pursuant to the foregoing provisions, we have been informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.
S-6
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