Item
1.01. Entry into a Material Definitive Agreement.
On April 30, 2020, IT
Tech Packaging, Inc. (the “Company”) announced that the Company and certain institutional investors entered
into a securities purchase agreement (the “Purchase Agreement”) dated April 29, 2020 (the “Execution
Date”), pursuant to which the Company agreed to sell to such investors an aggregate of 4,400,000 shares (the “Shares”)
of common stock, par value $0.001 (the “Common Stock”) in a registered direct offering and warrants (the “Warrants”)
to purchase up to 4,400,000 shares of the Common Stock in a concurrent private placement, for gross proceeds of approximately $2.55
million (the “Financing”). The purchase price for each share of Common Stock and the corresponding warrant is
$0.58. The exercise price of the Warrant was $0.7425 per share.
Pursuant to NYSE American
Rule 713(a)(ii), an issuer must obtain stockholder approval for the sale, issuance, or potential issuance by the issuer of common
stock (or securities convertible into common stock) equal to 20% or more of presently outstanding stock for less than the greater
of book or market value of the common stock (the “Stockholder Approval”). The issuance by the Company of the
Shares, together with the Warrants, is in excess of 20% of the Company’s issued and outstanding shares of Common Stock as
of the Execution Date, and the exercise price of the Warrants issued in the private placement is less than the book value of the
Company’s Common Stock as of December 31, 2019, which was $7.53 per share.
As a result, on May 4,
2020, the parties entered into an Amendment to the Purchase Agreement (the “Amendment”), whereby the parties
agreed to amend the terms of the Agreement to (a) increase the exercise price of the Warrants from $0.7425 to $7.53 per share,
(b) provide that on or prior to August 4, 2020 (the “Stockholder Approval Deadline”), the Company must hold
a stockholder meeting to obtain Stockholder Approval of (i) the issuance of the Warrant Shares upon the exercise of the Warrants
representing greater than 20% of the Common Stock as of the Closing Date in accordance with NYSE American Rule 713(a)(ii), and
(ii) the reduction in the Exercise Price of the Warrants from $7.53 to $0.7425 per share, both subject to adjustments pursuant
to the terms of the Warrants, and (c) provide that from May 4, 2020 until the date on which the Stockholder Approval is obtained,
neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance
of any shares of Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) or file any registration statement,
or amendment or supplement thereto, with the Securities and Exchange Commission. The Amendment also provides that if the Company
fails to obtain Stockholder Approval by the Stockholder Approval Deadline, the Company shall pay to each investor, in cash as a
return of a portion of such investor’s subscription amount, $0.22 for each share of Common Stock underlying such investor’s
Warrants on the Closing Date up to an aggregate cash payment of $968,000 for all investors. The payments shall be paid at the earlier
of (a) three Business Days after the stockholder meeting, and (b) the Stockholder Approval Deadline (the earlier date “Payments
Due Date”). Any payments outstanding after such Payments Due Date shall accrue interest at a rate of 24.0% per annum.
The Purchase Agreement
provided that the Company would file a registration statement on Form S-3 (or other appropriate form if the Company is not then
S-3 eligible) providing for the resale by the investors of the shares underlying the Warrants issued and issuable upon exercise
of the Warrants as soon as practicable after the Closing, but no later than 45 days after the Closing Date. Under the terms of
the Amendment, the timing for the filing of such registration statement has been extended to as soon as practicable after the Company
obtains Stockholder Approval and in any event within 45 calendar days of receiving Stockholder Approval.
The terms of the Warrant
will remain the same except that (i) the initial exercise price will be $7.53 instead of $0.7425, subject to adjustments pursuant
to the terms of the Warrants, and (ii) the date on which the Warrant shall become exercisable will be the earlier of (x) six (6)
months after the date of issuance, and (y) the date the Company receives Stockholder Approval.
A copy of the Amendment
to the Securities Purchase Agreement and the revised Warrant are attached hereto as Exhibit 10.1 and Exhibit 4.1, respectively,
and are incorporated herein by reference. The foregoing summary of the terms of the Amendment and the Warrant are subject to, and
qualified in their entirety by, such documents.