As filed with the Securities and Exchange Commission
on July 23, 2021
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TAKUNG ART
CO., LTD
(Exact Name of Registrant as Specified in Its Charter)
Delaware
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26-4731758
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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Room 709 Tower 2, Admiralty Centre, 18 Harcourt
Road, Admiralty, Hong Kong
+852 3158 0977
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant’s Principal Executive
Offices)
Tracy Chui-Kam Ng
Room 709 Tower 2, Admiralty Centre, 18 Harcourt
Road,
Admiralty, Hong Kong
+852 3158 0977
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
Copies to:
Elizabeth F. Chen, Esq.
Pryor Cashman LLP
7 Times Square
New York, New York 10036
(212) 326 0199
Approximate date of commencement
of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being
registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
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,
other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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(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 registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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 ¨
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Accelerated filer ¨
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Non-accelerated filer x
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Smaller reporting company x
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Emerging growth company ¨
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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 pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Securities
To Be Registered
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Amount
To Be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount Of
Registration
Fee (2)
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Common Stock, par value $0.001 per share
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571,429
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$
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6.78
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$
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3,874,288.62
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$
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422.68
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(3)
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also shall register and be deemed to cover any additional shares of common stock of the Registrant which may be offered or become issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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Estimated solely for the purpose of calculation of the registration
fee pursuant to Rule 457(c) under the Securities Act based on a per share price of $6.78, the average of the high and low reported
sales prices of the Registrant's common stock on the NYSE American on July 20, 2021.
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(3)
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Paid herewith.
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The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
The information in this prospectus
is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JULY 23, 2021
PROSPECTUS
Takung Art Co., Ltd
571,429 Shares
of
Common Stock
This prospectus relates to
the resale, from time to time, of up to 571,429 shares of our common stock, par value $0.001 per share, which may be offered and sold
from time to time by a single shareholder set forth in the “Selling Shareholder” section of this prospectus. The shares of
common stock that are being registered for resale pursuant to the registration statement of which this prospectus forms a part were issued
by our company to the selling shareholder in a private placement of $5,000,000 at a purchase price of $8.75 per share, which closed on
July 12, 2021.
The selling shareholder will
receive all of the net proceeds from the sale of common stock offered hereby. The selling shareholder may resell the shares of common
stock offered for resale through this prospectus to or through underwriters, broker-dealers, or agents, who may receive compensation in
the form of discounts, concessions or commissions. We will not receive any proceeds from the sale of these shares by the selling shareholder,
but we will bear all costs, fees and expenses in connection with the registration of the shares of common stock offered by the selling
shareholder. The selling shareholder will bear all commissions and discounts, if any, attributable to the sale of the shares of common
stock offered for resale through this prospectus.
The selling shareholder will
determine where they may sell the shares in all cases, including, in the over-the-counter market or otherwise, at market prices prevailing
at the time of sale, at prices related to the prevailing market prices, or at negotiated prices. For information regarding the selling
shareholder and the times and manner in which they may offer or sell shares of our common stock, see “Selling Shareholder”
or “Plan of Distribution.”
Our common stock is listed
on the NYSE American under the symbol TKAT. On July 19, 2021, the last reported sale price for our common stock on the NYSE American
was $7.30 per share.
Our principal executive offices
are located at Room 709 Tower 2, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong and our telephone number at that address is
+852 3158-0977.
Investing in securities
involves certain risks. See “Risk Factors” beginning on page 7 of this prospectus and in the applicable
prospectus supplement, as updated in our future filings made with the Securities and Exchange Commission (the “SEC”) that
are incorporated by reference into this prospectus. You should carefully read and consider these risk factors before you invest in our
securities.
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 is [ ]
TABLE OF CONTENTS
The distribution of this prospectus
may be restricted by law in certain jurisdictions. You should inform yourself about and observe any of these restrictions. If you are
in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful,
or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this prospectus does not
extend to you.
We have not authorized anyone
to give any information or make any representation about us that is different from, or in addition to, that contained in this prospectus,
including in any of the materials that we have incorporated by reference into this prospectus, any accompanying prospectus supplement,
and any free writing prospectus prepared or authorized by us. Therefore, if anyone does give you information of this sort, you should
not rely on it as authorized by us. You should rely only on the information contained or incorporated by reference in this prospectus
and any accompanying prospectus supplement.
You should not assume that
the information contained in this prospectus and any accompanying supplement to this prospectus is accurate on any date subsequent to
the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent
to the date of the document incorporated by reference, even though this prospectus and any accompanying supplement to this prospectus
is delivered or securities are sold on a later date. Neither the delivery of this prospectus, nor any sale made hereunder, shall under
any circumstances create any implication that there has been no change in our affairs since the date hereof or that the information incorporated
by reference herein is correct as of any time subsequent to the date of such information.
ABOUT THIS PROSPECTUS
You should carefully read
this prospectus and the information described under the heading “Where You Can Find More Information.” Neither we nor the
selling shareholder have authorized anyone to give any information or make any representation about our company that is different from,
or in addition to, that contained in this prospectus, including in any of the materials that have been incorporated by reference into
this prospectus or any accompanying prospectus supplement. Therefore, if anyone does give you information of this sort, you should not
rely on it as authorized by us. You should rely only on the information contained or incorporated by reference in this prospectus and
any accompanying prospectus supplement.
You should not assume that
the information contained in this prospectus and any accompanying supplement to this prospectus is accurate on any date subsequent to
the date set forth on the front of the document or that any information that has been incorporated by reference is correct on any date
subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying supplement to this
prospectus is delivered or securities are sold on a later date. Neither the delivery of this prospectus, nor any sale made hereunder,
shall under any circumstances create any implication that there has been no change in our affairs since the date hereof or that the information
incorporated by reference herein is correct as of any time subsequent to the date of such information.
The distribution of this prospectus
may be restricted by law in certain jurisdictions. You should inform yourself about and observe any of these restrictions. If you are
in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful,
or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this prospectus does not
extend to you.
Unless the context otherwise
requires, the terms “the Company,” “we,” “us,” and “our” in this prospectus each refer
to Takung Art Co., Ltd, our subsidiaries and our consolidated entities. “China” and “the PRC” refer to the People’s
Republic of China.
Unless otherwise noted, all
currency figures in this filing are in U.S. dollars. References to “US$,” “$”, “dollars” and “U.S.
dollars” are to the legal currency of the United States. References to “RMB” are to the Chinese yuan, the lawful currency
of China, which is also known as the “Renminbi”. References to “HK$” are to the Hong Kong dollars, the legal currency
of Hong Kong.
Our reporting currency is
U.S. Dollars. This prospectus also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of
the reader. Unless otherwise stated, all translations of HK$ into U.S. dollars were made at HK$7.7534 and HK$7.7894 to US$1.00 and translations
of Renminbi into U.S. dollars were made at RMB6.525 and RMB6.9618 to US$1.00, the exchange rates set forth in the H.10 statistical release
of the Federal Reserve Board on December 31, 2020 and December 31, 2019, respectively. We make no representation that the HK$,
Renminbi or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars, HK$ or Renminbi,
as the case may be, at any particular rate or at all. As of March 31, 2021, the translations of HK$ and Renminbi into U.S. dollars
were made at HK$7.7744 and RMB6.5696 to US$1.00, respectively.
References to “PRC”
or “China” are to the People’s Republic of China, excluding, for the purposes of this prospectus only, Taiwan and the
special administrative regions of Hong Kong and Macau. References to “Hong Kong” are to “Hong Kong, Special Administrative
Region of the People’s Republic of China”. Unless otherwise specified or required by context, references to “we,”
“the Company”, “Takung”, “our” and “us” refer collectively to (i) Takung Art Co.,
Ltd, (ii) the subsidiaries of Takung Art Co., Ltd, Hong Kong Takung Art Company Limited (“Hong Kong Takung”), Hong Kong
MQ Group Limited (“Hong Kong MQ”), a Hong Kong limited liability company and its wholly-owned PRC subsidiary, Takung Cultural
Development (Tianjin) Co., Ltd (“Tianjin Takung”), a wholly-owned subsidiary of Hong Kong Takung incorporated in the Tianjin
Pilot Free-Trade Zone (TJFTZ) in Tianjin, China respectively.
References to Tianjin Takung’s
“registered capital” is to the equity of Tianjin Takung, which under PRC law is measured not in terms of shares owned but
in terms of the amount of capital that has been contributed to a company by a particular shareholder or all shareholders. The portion
of a limited liability company’s total capital contributed by a particular shareholder represents that shareholder’s ownership
of the company, and the total amount of capital contributed by all shareholders is the company’s total equity. Capital contributions
are made to a company by deposits into a dedicated account in the company’s name, which the company may access in order to meet
its financial needs. When a company’s accountant certifies to PRC authorities that a capital contribution has been made and the
company has received the necessary government permission to increase its contributed capital, the capital contribution is registered with
regulatory authorities and becomes a part of the company’s “registered capital.”
FORWARD-LOOKING STATEMENTS
Some of the statements contained
or incorporated by reference in this prospectus may be “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act and may involve
material risks, assumptions and uncertainties. Forward-looking statements typically are identified by the use of terms such as “may,”
“will,” “should,” “believe,” “might,” “expect,” “anticipate,”
“intend,” “plan,” “estimate” and similar words, although some forward-looking statements are expressed
differently.
Although we believe that the
expectations reflected in such forward-looking statements are reasonable, these statements are not guarantees of future performance and
involve certain risks and uncertainties that are difficult to predict and which may cause actual outcomes and results to differ materially
from what is expressed or forecasted in such forward-looking statements. These forward-looking statements speak only as of the date on
which they are made and except as required by law, we undertake no obligation to publicly release the results of any revision or update
of these forward-looking statements, whether as a result of new information, future events or otherwise. If we do update or correct one
or more forward-looking statements, you should not conclude that we will make additional updates or corrections with respect thereto or
with respect to other forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and
events to differ materially from our forward-looking statements is included in our periodic reports filed with the SEC and in the “Risk
Factors” section of this prospectus.
THE COMPANY
Overview
Takung Art Co., Ltd is a holding
company that, through Hong Kong Takung Art Company Limited (“Hong Kong Takung”) and Takung Cultural Development (Tianjin)
Co. Ltd., Hong Kong Takung’s wholly-owned subsidiary in China (“Tianjin Takung”), operates an electronic online platform
located at http://en.takungae.com/ for artists, art dealers and art investors to offer and trade in ownership units over valuable artwork.
On June 19, 2019, Takung Art Co., Ltd purchased from Ms. Ma Hiu Ngai, the Company’s shareholder, one (1) ordinary
share of Hong Kong MQ Group Limited (“Hong Kong MQ”), constituting 100% of its issued and outstanding shares, for a cash consideration
of HK$1.00 and therefore made Hong Kong MQ its wholly-owned subsidiary.
Through Hong Kong Takung and
Tianjin Takung, we offer on-line listing and trading services that allow artists/art dealers/owners to access a much bigger art trading
market where they can engage with a wide range of investors that they might not encounter without our platform. Our platform also makes
investment in high-end and expensive artwork more accessible to ordinary people without substantial financial resources. We have deregistered
Takung Art Holdings and Shanghai Takung in an effort to streamline our business operations.
We generate revenue from our
services in connection with the offering and trading of artwork on our system, primarily consisting of listing fees, trading commissions,
and management fees.
We are headquartered in Hong
Kong, Special Administrative Region, People’s Republic of China and conduct business in Hong Kong and Tianjin. Our principal executive
office is located at Room 709, Tower 2, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong.
Corporate History and Structure
We were incorporated in Delaware
under the name Cardigant Medical Inc. on April 17, 2009. Our initial business plan was focused on the development of novel biologic
and peptide-based compounds and enhanced methods for local delivery of treatments for vascular diseases including peripheral artery disease
and ischemic stroke.
Pursuant to the Stock Purchase
Agreement dated as of July 31, 2014, Yong Li, an individual purchased a total of 22,185,230 (pre- Reverse Stock Split) restricted
shares of common stock of the Company from a group of three former shareholders of the Company. In consideration for the shares, Mr. Li
paid the sellers $399,344 in cash which came from his own capital. The sellers were Jerett A. Creed, the Company’s former Chief
Executive Officer, Chief Financial Officer, director and formerly a controlling shareholder of the Company, the Creed Family Limited Partnership
and Ralph Sinibaldi. The shares represented approximately 95% of the Company’s then issued and outstanding common stock. The sale
was consummated on August 28, 2014. As a result of the transaction, there was a change in control of the Company.
On August 27, 2014, we
entered into a Contribution Agreement with Cardigant Neurovascular. Pursuant to the Contribution Agreement, we assigned all our assets,
properties, rights, title and interest used or held for use by our business, (except for certain excluded assets set forth therein) which
was the treatment of atherosclerosis and plaque stabilization in both the coronary and peripheral vasculature using systemic and local
delivery of large molecule therapeutics and peptide mimetics based on high density lipoprotein targets (“Cardigant Business”).
In consideration for such contribution of capital, Cardigant Neurovascular agreed to assume all our liabilities raising from the Cardigant
Business prior to the date of the Contribution Agreement and thereafter with regard to certain contributed contacts. We granted Cardigant
Neurovascular an exclusive option for a period of 6 months to purchase the excluded assets for $1. Cardigant Neurovascular exercised this
option October 20, 2014 and the excluded assets were assigned to Cardigant Neurovascular on October 20, 2014.
Also on October 20, 2014,
we acquired the business of Hong Kong Takung through the acquisition of all the share capital of Hong Kong Takung under a Share Exchange
Agreement dated September 23, 2014 in exchange for 209,976,000 (pre-Reverse Stock Split) newly-issued restricted shares of our common
stock to the shareholders of Hong Kong Takung.
Hong Kong Takung is a limited
liability company incorporated on September 17, 2012 under the laws of Hong Kong, Special Administrative Region, China. Although
Hong Kong Takung was incorporated in late 2012, it did not commence business operations until late 2013.
As a result of the transfer
of the excluded assets pursuant to the Contribution Agreement and the acquisition of all the issued and outstanding shares of Hong Kong
Takung, we ceased the Cardigant Business and have now assumed Hong Kong Takung’s business operations.
On November 5, 2014,
we filed a Certificate of Amendment to our Certificate of Incorporation with the Secretary of the State of Delaware to change our name
from “Cardigant Medical Inc.” to “Takung Art Co., Ltd”.
On July 28, 2015, Hong
Kong Takung incorporated a wholly owned subsidiary, Takung (Shanghai) Co., Ltd. (“Shanghai Takung”), in Shanghai Free-Trade
Zone (SFTZ) in Shanghai, China, with a registered capital of $1 million. Shanghai Takung assists in Hong Kong Takung’s operations
by receiving deposits from and making payments to online artwork Traders in mainland China on behalf of Hong Kong Takung. On January 27,
2016, Hong Kong Takung incorporated a wholly owned subsidiary, Takung Cultural Development (Tianjin) Co., Ltd (“Tianjin Takung”)
in the Tianjin Free Trade Zone (TJFTZ) in Tianjin, China with a registered capital of $1 million. Tianjin Takung provides technology development
services to Hong Kong Takung and Shanghai Takung, and also carries out marketing and promotion activities in mainland China. Management
has recently determined to merge the operations of Shanghai Takung with Tianjin Takung’s and deregistered Shanghai Takung in order
to save costs on May 8, 2020.
On August 10, 2015, we
filed a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a
reverse stock split of our issued and outstanding shares of common stock at a ratio of 1-for-25 (the “Reverse Stock Split”).
Upon filing of the Certificate of Amendment, every twenty-five shares of the Company’s issued and outstanding common stock were
automatically converted into one issued and outstanding share of common stock, without any change in par value per share. No fractional
shares will be issued as a result of the Reverse Stock Split. Shareholders who would otherwise be entitled to receive a fractional share
will be entitled to rounding up their fractional shares to the nearest whole number.
Hong Kong Takung Art Holdings
Company Limited (“Takung Art Holdings”) was incorporated in Hong Kong on July 20, 2018 and operates as a holding company
to operate an e-commerce platform for offering, selling and trading whole pieces of artwork instead of units of artwork. Takung Art Holdings
was deregistered on April 29, 2020 due to deregistration of Art Era Internet Technology (Tianjin) Co., Ltd as discussed below.
Art Era Internet Technology
(Tianjin) Co., Ltd (“Art Era”), formed in Tianjin on September 7, 2018, is a directly wholly owned subsidiary of Takung
Art Holdings, and formed as a limited liability company with a registered capital of $2 million located in the Pilot Free Trade Zone in
Tianjin. Art Era mainly focuses on developing our e-commerce platform for art. Art Era was deregistered on June 18, 2019 due to Company’s
plan to put off the e-commerce platform development.
Hong Kong MQ Group Limited
(“Hong Kong MQ”) was formed in Hong Kong on November 27, 2018 and currently has no operations. On June 19, 2019,
as a result of a private transaction, one (1) share of common stock of Hong Kong MQ was transferred from Ms. Hiu Ngai Ma to
the Company. The net asset of Hong Kong MQ was $nil as of the acquisition date. The consideration paid for the ownership transfer, which
represent 100% of the issued and outstanding share capital of Hong Kong MQ, was $0.13 (HK$1). Hong Kong MQ became a direct wholly-owned
subsidiary of the Company.
MQ (Tianjin) Enterprise Management
Consulting Co., Ltd (“Tianjin MQ”) was incorporated in Tianjin, PRC on July 9, 2019 and is a directly wholly owned subsidiary
of Hong Kong MQ. It was established as a limited liability company with a registered capital of $100,000 located in the Pilot Free Trade
Zone in Tianjin. Tianjin MQ will focus on exploring business opportunities. Tianjin MQ was deregistered on August 10, 2020 due to
the Company streamlining its operation.
Business History of Hong Kong Takung
Hong Kong Takung is a limited
liability company incorporated on September 17, 2012 under the laws of Hong Kong, Special Administrative Region, China. Its authorized
capital is 20,000,000 shares. Prior to the Reverse Merger, all its 20,000,000 issued and outstanding shares, par value $0.13 (HK$1) per
share, were owned by Kirin Linkage Limited (4,000,000 shares) and Loyal Heaven Limited (16,000,000 shares), both Cayman Islands companies.
Although Hong Kong Takung
was incorporated in late 2012, it did not commence business operations until late 2013.
Corporate Structure
The diagram below illustrates
our current corporate structure:
RISK FACTORS
An investment in our securities
involves a high degree of risk. Before making any investment decision, you should carefully consider the risk factors set forth below,
the information under the caption “Risk Factors” in any applicable prospectus supplement, any related free writing prospectus
that we may authorize to be provided to you and the information under the caption “Risk Factors” in our annual report on Form 10-K
that is incorporated by reference in this prospectus, as updated by our subsequent filings under the Securities Exchange Act of 1934,
as amended, or the Exchange Act.
These risks could materially
affect our business, results of operation or financial condition and affect the value of our securities. Additional risks and uncertainties
that are not yet identified may also materially harm our business, operating results and financial condition and could result in a complete
loss of your investment. You could lose all or part of your investment. For more information, see “Where You Can Find More Information.”
USE OF PROCEEDS
We will not receive any proceeds
from the sale of our common stock offered by this prospectus. The Selling Shareholder will receive all of the proceeds. We will pay all
costs, fees and expenses incurred in connection with the registration of the shares of our common stock covered by this prospectus.
DESCRIPTION OF CAPITAL STOCK
The following is a summary
of our capital stock and certain provisions of our certificate of incorporation and bylaws. This summary does not purport to be complete
and is qualified in its entirety by the provisions of our certificate of incorporation, as amended, our bylaws and applicable provisions
of the laws of the State of Delaware.
See “Where You Can Find
More Information” elsewhere in this prospectus for information on where you can obtain copies of our articles of incorporation and
our bylaws, which have been filed with and are publicly available from the SEC.
As of July 19, 2021, our authorized capital
stock consists of 1,000,000,000 shares of common stock, $0.001 par value per share, of which 12,398,873 shares are issued and outstanding.
The authorized and unissued shares of our common
stock are available for issuance without further action by our shareholders, unless such action is required by applicable law or the rules of
the NYSE American, or any stock exchange on which our securities may be listed at such time. Unless approval of our shareholders is so
required, our board of directors will not seek shareholder approval for the issuance and sale of our common stock.
DESCRIPTION OF COMMON STOCK
Each outstanding share of common stock is entitled
to one vote, either in person or by proxy, on all matters that may be voted upon by their holders at meetings of the shareholders.
Holders of our common stock:
(i) have
equal ratable rights to dividends from funds legally available therefore, if declared by the Board of Directors;
(ii) are
entitled to share ratably in all our assets available for distribution to holders of common stock upon our liquidation, dissolution or
winding up;
(iii) do
not have preemptive, subscription or conversion rights; and
(iv) are
entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all meetings of our shareholders.
The holders of shares of our common stock do not
have cumulative voting rights, which means that the holder or holders of more than fifty percent (50%) of outstanding shares voting for
the election of directors can elect all of our directors if they so choose and, in such event, the holders of the remaining shares will
not be able to elect any of the our directors.
Our common stock is listed on the NYSE American
under the symbol “TKAT.” The transfer agent and registrar for our common stock is VStock Transfer, LLC, 18 Lafayette Place,
Woodmere, New York 11598.
SELLING SHAREHOLDER
We have agreed to register
571,429 shares of our common stock which are beneficially owned by the Selling Shareholder.
On July 8, 2021, we entered
into a Securities Purchase Agreement (the “Purchase Agreement”) with Sabby Volatility Warrant Master Fund, Ltd. (the
“Selling Shareholder”) pursuant to which we sold to the Selling Shareholder, through a private placement, an aggregate of
571,429 shares (the “Shares”) of the common stock, at a purchase price of $8.75 per share, for aggregate gross proceeds to
us of $5,000,000 (the “Private Placement”). The Shares are restricted shares and cannot be resold without an effective registration
statement or a valid exemption. The Private Placement closed on July 12, 2021 (the “Closing”).
On July 8, 2021, we also
entered into a Registration Rights Agreement with the Selling Shareholder, pursuant to which we are required to file an initial registration
statement with the SEC covering the resale of the Shares no later than 17 calendar days after the date of the closing and to use best
efforts to have such registration statement declared effective as promptly as practical thereafter, and in any event no later than 75
calendar days after the Closing in the event of a “full review” by the SEC.
The Shares are being registered to permit public secondary trading
of these securities, and the Selling Shareholder may offer these shares for resale from time to time as described in “Plan of Distribution.”
The following table sets forth
the name of the Selling Shareholder, the number of shares of common stock owned beneficially by the Selling Shareholder as of July 16,
2021, and the number of shares that may be offered for resale by the Selling Shareholder from time to time. These shares may also be sold
by donees, pledgees, and other transferees or successors in the interest of the Selling Shareholder.
The Selling Shareholder may
decide to sell all, some, or none of the shares of the common stock listed below. We currently have no agreements, arrangements or understandings
with the Selling Shareholder regarding the sale of any of the securities covered by this prospectus. We cannot provide you with any estimate
of the number of shares of our common stock that the Selling Shareholder will hold in the future.
For purposes of this table,
beneficial ownership is determined in accordance with Rule 13d-3 promulgated under the Exchange Act, and includes voting power and
investment power with respect to such shares. In calculating the percentage ownership or percent of equity vote for a given individual
or group, the number of shares of common stock outstanding for that individual or group includes unissued shares subject to options, warrants,
rights or conversion privileges exercisable within sixty days held by such individual or group, but are not deemed outstanding by any
other person or group.
The applicable percentage
of ownership is based on an aggregate of 12,398,873 shares of our Common Stock outstanding on July 19, 2021.
Name of Selling Shareholder
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Number of
Shares of
Common Stock
Owned Before
the Offering
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Percent of
Common Stock
Owned Before
the Offering
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Shares
Available
for Sale
Under This
Prospectus
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|
Number
of Shares
of Common
Stock To
Be Owned
After the
Termination of
the Offering
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|
|
Percent
of Common
Stock to
be Owned
After
Completion of
the Offering
|
|
Sabby Volatility Warrant Master Fund, Ltd. (2)
|
|
|
571,429
|
|
|
|
4.6
|
%
|
|
|
571,429
|
|
|
|
(1)
|
|
|
(1)
|
|
(1)
|
Because (a) the Selling Shareholder may offer all or some of the shares of our common stock that it holds in the offering contemplated by this prospectus, (b) the offering of shares of our common stock is not being underwritten on a firm commitment basis, and (c) the Selling Shareholder could purchase additional shares of our common stock from time to time, no estimate can be given as to the number of shares or percent of our common stock that will be held by the Selling Shareholder upon termination of the offering.
|
|
|
|
|
(2)
|
The address of Sabby Volatility Warrant Master Fund, Ltd. is c/o Sabby Management, LLC, 10 Mountainview Road, Suite 205, Upper Saddle River, NJ 07458.
|
PLAN OF DISTRIBUTION
The common stock covered by
this prospectus may be offered and sold from time to time by the Selling Shareholder. The term “Selling Shareholder” includes
pledgees, donees, transferees or other successors in interest selling shares received after the date of this prospectus from the Selling
Shareholder as a pledge, gift, partnership distribution or other non-sale related transfer. The number of shares beneficially owned by
the Selling Shareholder will decrease as and when they effect any such transfers. The plan of distribution for the Selling Shareholder’s
shares sold hereunder will otherwise remain unchanged, except that the transferees, pledgees, donees or other successors will be Selling
Shareholders hereunder. To the extent required, we may amend and supplement this prospectus from time to time to describe a specific plan
of distribution. The Selling Shareholder will act independently of us in making decisions with respect to the timing, manner and size
of each sale. Once sold under this registration statement, of which this prospectus forms a part, the shares of common stock will be freely
tradable in the hands of persons other than our affiliates.
We will not receive any of the proceeds from the
sale by the Selling Shareholder of the shares of common stock. We will bear all fees and expenses incident to our obligation to register
the shares of common stock.
The Selling Shareholder may
make these sales at prices and under terms then prevailing or at prices related to the then current market price. The Selling Shareholder
may also make sales in negotiated transactions. The Selling Shareholder may offer their shares from time to time pursuant to one or more
of the following methods:
|
●
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
●
|
one or more block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
|
●
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
●
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
|
●
|
public or privately negotiated transactions;
|
|
●
|
on the NYSE American (or through the facilities of any national securities exchange or U.S. inter- dealer quotation system of a registered national securities association, on which the shares are then listed, admitted to unlisted trading privileges or included for quotation);
|
|
●
|
through underwriters, brokers or dealers (who may act as agents or principals) or directly to one or more purchasers;
|
|
●
|
a combination of any such methods of sale; and
|
|
●
|
any other method permitted pursuant to applicable law.
|
In connection with distributions of the shares
or otherwise, the Selling Shareholder may:
|
●
|
enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares in the course of hedging the positions they assume;
|
|
●
|
sell the shares short after the effective date of the registration statement of which this prospectus forms a part and redeliver the shares to close out such short positions;
|
|
●
|
enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to them of shares offered by this prospectus, which they may in turn resell; and
|
|
●
|
pledge shares to a broker-dealer or other financial institution, which, upon a default, they may in turn resell.
|
In addition to the foregoing
methods, the Selling Shareholder may offer their shares from time to time in transactions involving principals or brokers not otherwise
contemplated above, in a combination of such methods as described above or any other lawful methods. The Selling Shareholder may also
transfer, donate or assign its shares to lenders, family members and others and each of such persons will be deemed to be a Selling Shareholder
for purposes of this prospectus. The Selling Shareholder or its successors in interest may from time to time pledge or grant a security
interest in some or all of the shares of common stock, and if the Selling Shareholder defaults in the performance of its secured obligations,
the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus; provided,
however in the event of a pledge or then default on a secured obligation by the Selling Shareholder, in order for the shares to
be sold under this registration statement, unless permitted by law, we must distribute a prospectus supplement and/or amendment to this
registration statement amending the list of selling shareholders to include the pledgee, secured party or other successors in interest
of the Selling Shareholder under this prospectus.
The Selling Shareholder may
also sell their shares pursuant to Rule 144 under the Securities Act, provided the Selling Shareholder meets the criteria and conform
to the requirements of such rule.
The Selling Shareholder may
effect such transactions directly or indirectly through underwriters, broker-dealers or agents acting on their behalf. Broker-dealers
or agents may receive commissions, discounts or concessions from the Selling Shareholder, in amounts to be negotiated immediately prior
to the sale (which compensation as to a particular broker-dealer might be in excess of customary commissions for routine market transactions).
If the shares of common stock are sold through underwriters or broker-dealers, the Selling Shareholder will be responsible for underwriting
discounts or commissions or agent's commissions. Neither we, nor the Selling Shareholder, can presently estimate the amount of that compensation.
If the Selling Shareholder notifies us that a material arrangement has been entered into with a broker- dealer for the sale of shares
through a block trade, special offering, exchange, distribution or secondary distribution or a purchase by a broker or dealer, we will
file a prospectus supplement, if required by Rule 424 under the Securities Act, setting forth: (i) the name of the selling shareholder
and the participating broker-dealers; (ii) the number of shares involved; (iii) the price at which the shares were sold; (iv) the
commissions paid or discounts or concessions allowed to the broker-dealers, where applicable; (v) a statement to the effect that
the broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus;
and any other fact material to the transaction.
The Selling Shareholder and
any other person participating in a distribution of the shares covered by this prospectus will be subject to applicable provisions of
the Exchange Act, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the shares
by the Selling Shareholder and any other such person. Furthermore, under Regulation M, any person engaged in the distribution of the shares
may not simultaneously engage in market-making activities with respect to the particular shares being distributed for certain periods
prior to the commencement of, or during, that distribution. All of the above may affect the marketability of the shares and the ability
of any person or entity to engage in market-making activities with respect to the shares. We have advised the Selling Shareholder that
the anti-manipulation rules of Regulation M under the Exchange Act may apply.
In offering the shares covered
by this prospectus, the Selling Shareholder, and any broker-dealers and any other participating broker-dealers who execute sales for the
Selling Shareholder, may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these
sales. Any profits realized by the Selling Shareholder and the compensation of such broker-dealers may be deemed to be underwriting discounts
and commissions. We are not aware that the Selling Shareholder has entered into any arrangements with any underwriters or broker-dealers
regarding the sale of its shares of our common stock.
LEGAL MATTERS
The validity of the securities
offered hereby has been passed upon for us by Pryor Cashman LLP.
EXPERTS
Our consolidated financial
statements as of December 31, 2020, and for the year ended December 31, 2020, have been incorporated by reference in the registration
statement in reliance on the report of WWC, P.C., an independent registered public accounting firm, and upon the authority of said firm
as experts in accounting and auditing. Our consolidated financial statements as of December 31, 2019, and for the year ended December 31,
2019, have been incorporated by reference in the registration statement in reliance on the report of Marcum Bernstein & Pinchuk
LLP, an independent registered public accounting firm, and upon the authority of said 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 into this prospectus. This means that we can disclose important information about
us and our financial condition to you by referring you to another document filed separately with the SEC instead of having to repeat the
information in this prospectus. The information incorporated by reference is considered to be part of this prospectus and later information
that we file with the SEC will automatically update and supersede this information. This prospectus incorporates by reference any future
filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, between the date of the initial registration
statement and prior to effectiveness of the registration statement and the documents listed below that we have previously filed with the
SEC:
|
●
|
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 17, 2021;
|
|
●
|
our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021;
|
|
|
|
|
●
|
The description of our Common Stock contained in our Registration Statement on Form 8-A, as filed with the SEC on August 26, 2015, including any amendment or report filed for the purpose of updating such description.
|
We also incorporate by reference
all documents that we file with the SEC on or after the effective time of this prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act and prior to the sale of all the securities registered hereunder or the termination of the registration statement. Nothing
in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC.
Any statement contained in
this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement contained herein or in the applicable prospectus supplement
or in any other subsequently filed document that also is or is deemed to be incorporated by reference modifies or supersedes the statement.
Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You may request a copy of
the filings incorporated herein by reference, including exhibits to such documents that are specifically incorporated by reference, at
no cost, by writing or calling us at the following address or telephone number:
Takung Art Co., Ltd
Room 709 Tower 2, Admiralty Centre, 18 Harcourt
Road,
Admiralty, Hong Kong
+852 3158-0977
Statements contained in this
prospectus as to the contents of any contract or other documents are not necessarily complete, and in each instance you are referred to
the copy of the contract or other document filed as an exhibit to the registration statement or incorporated herein, each such statement
being qualified in all respects by such reference and the exhibits and schedules thereto.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of
a registration statement on Form S-3 that we filed with the SEC registering the securities that may be offered and sold hereunder.
The registration statement, including exhibits thereto, contains additional relevant information about us and these securities, as permitted
by the rules and regulations of the SEC, we have not included in this prospectus. A copy of the registration statement can be obtained
at the address set forth below or at the SEC’s website as noted below. You should read the registration statement, including any
applicable prospectus supplement, for further information about us and these securities.
We file annual, quarterly
and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet
at the SEC’s website at http:/www.sec.gov, or at our corporate website at http://www.takungart.com.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth all expenses payable
by us in connection with the offering of our securities being registered hereby.
SEC registration fee
|
|
$
|
422.68
|
|
Legal fees and expenses
|
|
|
*
|
|
Accounting fees and expenses
|
|
|
*
|
|
Printing and miscellaneous expenses
|
|
|
*
|
|
|
|
|
|
|
Total expenses
|
|
$
|
*
|
|
*
|
Estimated expenses are presently not known and cannot be estimated.
|
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware
General Corporation Law authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers,
directors, and other corporate agents.
As permitted by Section 102(b)(7) of
the Delaware General Corporation Law, the Registrant’s amended and restated certificate of incorporation includes provisions that
eliminate the personal liability of its directors and officers for monetary damages for breach of their fiduciary duty as directors and
officers.
In addition, as permitted
by Section 145 of the Delaware General Corporation Law, the amended and restated certificate of incorporation and bylaws of the Registrant
provide that:
|
·
|
The Registrant shall indemnify its directors and officers for serving the Registrant in those capacities or for serving other business enterprises at the Registrant’s request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
|
|
·
|
The Registrant may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law.
|
|
·
|
The Registrant may be required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such director or officer shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.
|
|
·
|
The Registrant may not be obligated pursuant to the amended and restated bylaws to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings authorized by the Registrant’s board of directors or brought to enforce a right to indemnification.
|
|
·
|
The rights conferred in the amended and restated certificate of incorporation and bylaws are not exclusive, and the Registrant is authorized to enter into indemnification agreements with its directors, officers, employees, and agents and to obtain insurance to indemnify such persons.
|
|
·
|
The Registrant may not retroactively amend the bylaw provisions to reduce its indemnification obligations to directors, officers, employees, and agents.
|
The Registrant is in the process
of obtaining directors and officers insurance to insure such persons against certain liabilities.
These indemnification provisions
may be sufficiently broad to permit indemnification of the Registrant’s officers and directors for liabilities (including reimbursement
of expenses incurred) arising under the Securities Act.
Item 16. Exhibits and Financial Schedule
See the Exhibit Index
attached to this registration statement and incorporated herein by reference.
Item 17. Undertakings.
The undersigned registrant
hereby undertakes:
(1) To file, during any
period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include
any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect
in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
(iii) to include
any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material
change to such information in this registration statement;
provided, however, that paragraphs (1)(i),
(1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act, that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of this registration statement.
(2) That, for the purposes
of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose
of determining liability under the Securities Act to any purchaser:
(i) Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the
filed prospectus was deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing
the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is
at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date.
(5) That, for the purpose
of determining liability of a Registrant under the Securities Act to any purchaser in the initial distribution of the securities:
The undersigned Registrant
undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications the undersigned Registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) any preliminary
prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free
writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned
Registrant;
(iii) the
portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant
or its securities provided by or on behalf of the undersigned Registrant; and
(iv) any other
communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(6) The undersigned registrant
hereby undertakes that:
(i) For purposes
of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration
statement in reliance upon rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared
effective.
(ii) For the
purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
The Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the indemnification provisions described herein, or otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Hong Kong on the 23rd day of July, 2021.
|
TAKUNG ART CO., LTD
|
|
|
|
|
By:
|
/s/ Tracy Chui-Kam Ng
|
|
|
Tracy Chui-Kam Ng
|
|
|
Chief Financial Officer
(Principal Financial Officer)
|
Each person whose signature
appears below constitutes and appoints Tracy Chui-Kam Ng as his or her true and lawful attorneys-in-fact and agents, each acting alone,
with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-3 and any subsequent
registration statement the Registrant may hereafter file with the Securities and Exchange Commission pursuant to Rule 462 under the
Securities Act to register additional securities in connection with this registration statement, and to file this registration statement,
with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in order to effectuate the same as fully, to all intents and purposes, as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements
of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Kwok Leung Paul Li
|
|
Chief Executive Officer
|
|
July 23, 2021
|
Kwok Leung Paul Li
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Tracy Chui-Kam Ng
|
|
Chief Financial Officer
|
|
July 23, 2021
|
Tracy Chui-Kam Ng
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Xiaoyu Zhang
|
|
Director
|
|
July 23, 2021
|
Xiaoyu Zhang
|
|
|
|
|
|
|
|
|
|
/s/ Jiangping (Gary) Xiao
|
|
Director
|
|
July 23, 2021
|
Jiangping (Gary) Xiao
|
|
|
|
|
|
|
|
|
|
/s/ Li Lv
|
|
Director
|
|
July 23, 2021
|
Li Lv
|
|
|
|
|
EXHIBIT INDEX
(1)
|
Incorporated herein by reference to the exhibits to our registration statement on Form S-1 filed with the SEC on August 16, 2011.
|
(2)
|
Incorporated herein by reference to the exhibit to our current report on Form 8-K filed with the SEC on March 7, 2013.
|
(3)
|
Incorporated herein by reference to the exhibit to our current report on Form 8-K filed with the SEC on November 6, 2014.
|
(4)
|
Incorporated herein by reference to Exhibit 3.1 to our current report on Form 8-K filed with the SEC on August 12, 2015.
|
|
|
(5)
|
Incorporated herein by reference to Exhibit 10.1 to our current report on Form 8-K filed by the Company with the SEC on July 13, 2021
|
|
|
(6)
|
Incorporated herein by reference to Exhibit 10.2 to our current report on Form 8-K filed by the Company with the SEC on July 13, 2021
|
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