As
filed with the Securities and Exchange Commission on August 31, 2020
Registration
No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IT
Tech Packaging, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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20-4158835
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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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Science
Park, Juli Rd, Xushui
District, Baoding City
Hebei Province, The People’s
Republic of China 072550
011 - (86) 312-8698215
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
CSC
Services of Nevada, Inc.
2215-B Renaissance Dr.
Las Vegas, NV 89119
1-800-927-9801
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Mitchell S. Nussbaum, Esq.
Giovanni Caruso, Esq.
Loeb & Loeb LLP
345 Park Ave
New York, New York
10154
(212) 407-4000
Approximate
date of commencement of proposed sale to the public: As soon as practicable 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 check the following box. ☒
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” and “smaller
reporting company” in Rule 12b2 of the Exchange Act.
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Large Accelerated Filer
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☐
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Accelerated filer
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☐
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Non-accelerated
filer
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☒
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Smaller reporting company
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☒
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Emerging
growth company
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☐
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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
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Title of each Class of Security being Registered
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Amount
being
Registered(1)
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Proposed Maximum Offering Price Per Security
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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Common Stock, $0.001 par value per share (2)
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4,400,000
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$
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0.7425
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(3)
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$
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3,267,000
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$
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424.06
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(4)
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(1)
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Pursuant
to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), the securities being registered hereunder also
include such presently indeterminate number of shares of the registrant’s Common Stock as a result of stock splits, stock
dividends or similar transactions.
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(2)
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We
are registering for resale by the Selling Shareholders named herein 4,400,000 shares of common stock issuable upon the exercise
of certain warrants issued on May 4, 2020 to the Selling Shareholders, each of whom is an accredited investor, in a private placement
pursuant to a Securities Purchase Agreement dated as of April 29, 2020, as amended on May 4, 2020, by and among the registrant
and the purchasers named therein.
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(3)
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Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(g) under the Securities Act and is based
on the exercise price of the warrants pursuant to which such shares are issuable.
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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 of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities publicly
until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, AUGUST 31, 2020
4,400,000
Shares of Common Stock
This
prospectus relates to the resale of up to 4,400,000 shares of common stock, $0.001 par value, of IT Tech Packaging, Inc., a Nevada
corporation (the “Company”), that may be sold from time to time by the selling stockholders named in this prospectus
(the “Selling Stockholders”).
The
shares of common stock offered under this prospectus consist of an aggregate of 4,400,000 shares of common stock issuable upon
the exercise of outstanding warrants that were issued to the Selling Shareholders in May 2020 in a private placement (the “Warrants”).
We
will not receive any proceeds from the sale of any of the shares of common stock by the Selling Stockholders.
Our
common stock is traded on the NYSE American under the symbol “ITP.” On August 28, 2020, the closing price of our common
stock on the NYSE American was $0.4241.
Investing
in our securities involves a high degree of risk. You should carefully consider the risk factors beginning on page 5 of this prospectus
before purchasing shares of our common stock.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is ,
2020
PROSPECTUS
SUMMARY
The
following summary, because it is a summary, may not contain all the information that may be important to you. This prospectus
incorporates important business and financial information about our company that is not included in, or delivered with this prospectus. Before
making an investment, you should read the entire prospectus carefully. You should also carefully read the risks of investing discussed
under “Risk Factors” and the financial statements included in our other filings with the Securities and Exchange Commission,
or SEC, including in our Annual Report on Form 10-K for the year ended December 31, 2019, which we filed with the SEC on March
23, 2020, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which we filed with the SEC on May 14, 2020,
and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, which we filed with the SEC on August 11, 2020. This
information is incorporated by reference into this prospectus, and you can obtain it from the SEC as described below under the
headings “Where You Can Find Additional Information About Us” and “Incorporation of Certain Documents by
Reference.”
We
will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information
that has been incorporated by reference in the prospectus but not delivered with the prospectus. You may request a copy of these
filings, excluding the exhibits to such filings which we have not specifically incorporated by reference in such filings, at no
cost, by writing us at the following address: c/o IT Tech Packaging, Inc., Science Park, Juli Rd, Xushui District, Baoding City,
Hebei Province, The People’s Republic of China 072550, Attention: Secretary. For purposes of this prospectus, references
to the terms “IT Tech Packaging,” the “Company,” “we,” “us,” “ITP”
and “our” refer to IT Tech Packaging, Inc., collectively with its subsidiaries, unless the context otherwise requires.
OUR
COMPANY
Overview
We
were incorporated in the State of Nevada in 2005. We engage in the production and distribution of various categories of paper
products, such as corrugating medium paper, offset printing paper and tissue paper products, and non-medical single-use face masks.
Our principal executive offices are located at Science Park, Juli Road, Xushui District, Baoding City, Hebei Province, People’s
Republic of China 072550. Our telephone number is (86) 312-869-8215. Our website is located at http://www.itpackaging.cn.
Our
Products
Corrugating
medium paper
Corrugating
medium paper, or CMP, is used in the manufacturing of cardboard. Since the launch of our new Paper Machine (“PM6”)
production line in December 2011, corrugating medium paper has become a major product of the Company. For the year ended December
31, 2019, corrugating medium paper comprised approximately 85.61% of our total paper production quantities and roughly 77.22%
of our total revenue. Raw materials used in the production of corrugating medium paper include recycled paper board
(or Old Corrugating Cardboard or “OCC,” as it is commonly referred to in the United States) and certain supplementary
agents. In January 2013, we suspended the operation of our PM1 production line for renovation, which was used at that time to
produce corrugating medium paper. In May 2014, we launched the commercial production from a renovated PM1 production line. The
renovated PM1 production line produces light-weight corrugating medium paper with a specification of 40 to 80 grams per square
meter (“g/s/m”). PM1’s light-weight corrugating medium paper products have a wide range of commercial applications.
For example, they can be used as a construction material for wall and floor insulation or to manufacture moisture-proof packaging
materials for the transportation of books and magazines by the publishing industry. It can also be used as corrugating medium
to make corrugating cardboard for packaging that requires light-weight boxes. The manufacturing process of light-weight corrugating
medium paper is similar to that of the regular corrugating medium paper and also uses recycled paper boards as a major source
of raw material. We now have two corrugating medium paper production lines, PM6 and PM1. We refer to products produced from the
PM6 production line as Regular CMP and products produced from the PM1 production line as Light-Weight CMP.
Offset
printing paper
Offset
printing paper is used for offset printing in the publishing industry. Offset printing paper comprised approximately
11.68% of our total paper production quantities and approximately 17.38% of our total sales revenue for the year ended December
31, 2019. Raw materials used in making offset printing paper include recycled white scrap paper, fluorescent whitening
agent and sizing agent. We currently have two production lines, PM2 and PM3, for the production of offset printing paper.
Tissue
paper products
We
began the commercial production of tissue paper products in Wei County Industry Park in June 2015. We process base tissue paper
purchased from a long-term cooperative third party and produce finished tissue paper products, including toilet paper, boxed and
soft-packed tissues, handkerchief tissues and paper napkins, as well as bathroom and kitchen paper towels that are marketed and
sold under the Dongfang Paper brand. In December 2018 and November 2019, we completed the construction, installation and test
of operation of PM8 and PM9, respectively, and commercially launched tissue paper production of PM8 and PM9 at such time. Tissue
paper products comprised approximately 2.71% of our total paper production quantities and approximately 5.4% of our total sales
revenue for the year ended December 31, 2019.
Our
Customers and Market
We
generally sell our products to companies making corrugated cardboards (in the case of our packaging products like corrugating
medium paper) and to printing companies (in the case of our printing paper products). Our primary market has been the region of
North China, specifically in the province of Hebei. We target corporate customers in the middle range of the marketplace, where
products such as corrugating medium paper and mid-grade offset printing paper with reasonable quality and competitive pricing
have potential for high volume growth.
Our
Raw Materials and Principal Suppliers
The
supplies used in our production processes are comprised mainly of recycled paper board and unprinted recycled white scrap paper,
both of which are ready-to-use items and available from multiple domestic and foreign sources. We currently purchase all of our
recycled paper supplies from domestic recycling stations and do not rely on imported recycled paper. We also purchase coal, natural
gas and chemical agents from nearby suppliers. Ongoing inflationary pressures and higher demand for recycled paper could lead
to an increase in our costs of raw materials and production, which we may or may not be able to pass to our customers. We sign
annual raw materials supplier contracts with our suppliers. Although we have contracts with our suppliers, these contracts do
not lock-in the purchase price of our raw materials or provide a hedge against the fluctuation in the market price of these raw
materials.
Competition
Our
main competitors are: Chenming Paper Group Limited (“Chenming”), Huatai Group Limited, Nine Dragons Paper (Holdings)
Limited (“ND Paper”) and Sun Paper Group Limited. A number of our competitors are public entities with larger
capacity, broader customer bases and greater financial resources than those available to us. With the exceptions of Chenming and
ND Paper, which may compete directly with us in the offset printing paper market and the corrugating medium paper market, respectively,
in the Beijing/Tianjin/greater Hebei regions, we believe that we face only indirect competition from the aforesaid companies,
either because we have a different product assortment from these companies, or because, to the extent they do offer products similar
to ours, the transportation costs and storage costs make it difficult for these companies to compete effectively with us on pricing.
Employees
As
of December 31, 2019, we had approximately 428 full time employees. These employees are organized into a labor union under the
labor laws of the PRC and have collective bargain power against us. We generally maintain good relations with our employees
and the labor union.
Recent
Developments
Face
Masks Production
On
April 29, 2020, we launched a production line of non-medical single-use face masks, following the completion of raw materials
preparation, trial run of the equipment and the sample products inspection. Revenue generated from selling face masks were $845,553
for the three and six months ended June 30, 2020. We sold 6.28 million pieces of face masks in the second quarter and the six
months ended June 30, 2020.
Registered
Direct Offering and Concurrent Private Placement
On
May 4, 2020, we consummated a registered direct offering of 4,400,000 shares of our common stock (the “Shares”) to
certain accredited institutional investors and a concurrent private placement of warrants to purchase 4,400,000 shares of common
stock (the “Warrants”). The Warrants are exercisable beginning on or after the earlier of (i) November 4, 2020, and
(ii) the date we receive stockholder approval at an exercise price of $7.53 per share, and will expire on November 4, 2025 (the
date that is five years and six months after the date of issuance). On July 23, 2020, we received the stockholder approval for
the reduction of the exercise price of the Warrants from $7.53 to $0.7425.
The
combined purchase price for one Share and one Warrant in the offering was $0.58. We received aggregate gross proceeds of approximately
$2.55 million in the offering, before deducting fees to the placement agents and other offering expenses.
The
Shares were offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-223160), which
was declared effective on June 19, 2018. The Warrants and the shares of common stock issuable upon exercise of the Warrants were
issued in a concurrent private placement and have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated
thereunder. Maxim Group LLC, acted as our exclusive placement agent for the offering.
New
Tissue Paper Production Line (“PM10”)
On
May 5, 2020, the Company announced it planned the commercial launch of a new tissue paper production line (the "PM10").
The Company has signed an agreement to purchase paper machine with paper machine supplier and expects to launch commercial production
of the PM10 following the success of its trial run.
Combined
Heat and Power Generation Project
On
June 24, 2020, the Company announced that it expected to launch the construction of a combined heat and power generation project
utilizing biomass technology with the total construction area of 80,373 square meters which is located in its Wei County production
base.
The
Offering
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Shares
of Common Stock outstanding
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Approximately
28,514,816 shares (as of August 28, 2020)
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Shares
of Common Stock offered by the Selling Stockholders
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Up
to 4,400,000 shares
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Shares
of Common Stock to be outstanding immediately after the offering, assuming full exercise for cash of the Warrants
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Approximately
32,914,816 shares(1)
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Use
of Proceeds
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We
will not receive any of the proceeds from the sale of the shares by the Selling Stockholders. See “Use of
Proceeds” on page 5 of this prospectus. However, if all of the Warrants are exercised for cash, we would receive an
aggregate of $3,267,000.
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Transfer
Agent and Registrar
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Empire
Stock Transfer Inc..
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Risk
Factors
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Investment
in our securities involves a high degree of risk. See Risk Factors” on page 5 of this prospectus and under similar sections
in the documents we incorporate by reference into this prospectus for a discussion of factors you should consider carefully
before making an investment decision.
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NYSE
American Symbol
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“ITP”
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(1)
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The
number of shares of common stock to be outstanding after this offering is based on 28,514,816 shares of common stock outstanding
as of August 28, 2020.
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RISK
FACTORS
Investing
in our securities involves risk. Before making an investment decision, you should carefully consider the risks described under
“Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K, and any updates to our risk factors in our
Quarterly Reports on Form 10-Q, together with all of the other information appearing in or incorporated by reference into this
prospectus, in light of your particular investment objectives and financial circumstances. Our business, financial condition or
results of operations could be materially adversely affected by any of these risks. The trading price of our securities could
decline due to any of these risks, and you may lose all or part of your investment.
FORWARD-LOOKING
STATEMENTS
This
prospectus, including the documents we have filed with the SEC that are incorporated herein by reference, contains 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. Forward-looking statements deal with our current plans, intentions, beliefs and expectations
and statements of future economic performance. Statements containing terms such as “believe,” “do not believe,”
“plan,” “expect,” “intend,” “estimate,” “anticipate” and other phrases
of similar meaning are considered to contain uncertainty and are forward-looking statements. In addition, from time to time we
or our representatives have made or will make forward-looking statements orally or in writing. Furthermore, such forward-looking
statements may be included in various filings that we make with the SEC, or press releases or oral statements made by or with
the approval of one of our authorized executive officers. These forward-looking statements are subject to certain known and unknown
risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these
forward-looking statements. Factors that might cause actual results to differ include, but are not limited to, those set forth
under “Risk Factors” incorporated by reference in this prospectus and those discussed in Item 7, “Management’s
Discussion and Analysis of Financial Condition and Results of Operation,” in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2019 and in our future filings made with the SEC. Readers are cautioned not to place undue reliance on
any forward-looking statements contained in this prospectus or the documents we have filed with the SEC that are incorporated
herein by reference, which reflect management’s opinions only as of their respective dates. Except as required by law, we
undertake no obligation to revise or publicly release the results of any revisions to any forward-looking statements. You are
advised, however, to consult any additional disclosures we have made or will make in our reports to the SEC on Forms 10-K, 10-Q
and 8-K. 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 or incorporated by reference in this prospectus, any prospectus
supplement or any related issuer free writing prospectus.
USE
OF PROCEEDS
We
will not receive any proceeds from the sale of shares of common stock by the Selling Stockholders. However, if the holders of
Warrants exercise their Warrants for cash, we would receive an aggregate of $3,267,000 upon such exercise.
DESCRIPTION
OF SECURITIES
General
The
following summary description sets forth some of the general terms and provisions of our common stock. Because this is a summary
description, it does not contain all of the information that may be important to you. For a more detailed description of our common
stock, you should refer to the applicable provisions of the Nevada Revised Statutes and our charter and bylaws as in effect at
the time of any offering. Copies of our articles of incorporation, as amended, and our bylaws are included as exhibits to the
registration statement of which this prospectus forms a part.
As
of August 28, 2020, our authorized capital stock consists of 500,000,000 shares of common stock, $0.001 par value per share, of
which 28,514,816 shares are issued and outstanding.
The
authorized and unissued shares of our common stock are available for issuance without further action by our stockholders, 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 stockholders is so required, our board of directors will not seek stockholder approval
for the issuance and sale of our common stock.
Common
Stock
Each
outstanding share of our 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 stockholders.
Holders
of our common stock:
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(i)
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have
equal ratable rights to dividends from funds legally available therefore, if declared
by the Board of Directors;
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(ii)
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are
entitled to share ratably in all our assets available for distribution to holders of
common stock upon our liquidation, dissolution or winding up;
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(iii)
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do
not have preemptive, subscription or conversion rights; and
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(iv)
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are
entitled to one non-cumulative vote per share on all matters on which stockholders may
vote at all meetings of our stockholders.
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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 “ITP.”
Anti-takeover
Effects of Nevada Law and our Articles of Incorporation, as amended and Bylaws
See
“Certain Provisions of Nevada Law and of the Company’s Articles of Incorporation, as amended and Bylaws” for
a description of provisions of our articles of incorporation, as amended and Bylaws, which may have the effect of delaying changes
in our control or management..
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Empire Stock Transfer Inc.
CERTAIN
PROVISIONS OF NEVADA LAW AND OF OUR ARTICLES OF
INCORPORATION, AS AMENDED AND BYLAWS,
Our
articles of incorporation and bylaws contain a number of provisions that could make our acquisition by means of a tender or exchange
offer, a proxy contest or otherwise more difficult. Certain of these provisions are summarized below.
Special
Meetings.
Special
meetings of the stockholders may only be called by our board of directors or such person or person authorized by the board of
directors.
Control
Share Acquisitions
The
“control share” provisions of Sections 78.378 to 78.3793, inclusive, of the NRS, apply to “issuing corporations”
that are Nevada corporations with at least 200 stockholders of record, including at least 100 stockholders of record who are Nevada
residents, and that conduct business directly or indirectly in Nevada, unless the corporation has elected to not be subject to
these provisions. The control share statute prohibits an acquirer of shares of an issuing corporation, under certain circumstances,
from voting its shares of a corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer
obtains approval of the target corporation’s disinterested stockholders. The statute specifies three thresholds: (a) one-fifth
or more but less than one-third, (b) one-third but less than a majority, and (c) a majority or more, of the outstanding voting
power. Generally, once a person acquires shares in excess of any of the thresholds, those shares and any additional shares acquired
within 90 days thereof become “control shares” and such control shares are deprived of the right to vote until disinterested
stockholders restore the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring
person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting
rights to the control shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures
established for dissenters’ rights. A corporation may elect to not be governed by, or “opt out” of, the control
share provisions by making an election in its articles of incorporation or bylaws, provided that the opt-out election must be
in place on the 10th day following the date an acquiring person has acquired a controlling interest, that is, crossing any of
the three thresholds described above. We have not opted out of these provisions and will be subject to the control share provisions
of the NRS if we meet the definition of an issuing corporation upon an acquiring person acquiring a controlling interest unless
we later opt out of these provisions and the opt out is in effect on the 10th day following such occurrence.
The
effect of the Nevada control share statute is that the acquiring person, and those acting in association with the acquiring person,
will obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders at an annual or
special meeting. The Nevada control share law, if applicable, could have the effect of discouraging takeovers of our company.
SELLING
STOCKHOLDERS
We
are registering for resale an aggregate of 4,400,000 shares of our common stock (the “Shares”) by the Selling Stockholders.
The Shares being offered by the Selling Stockholders are the 4,400,000 shares issuable upon the exercise of the Warrants. We are
registering the Shares in accordance with the terms of the Securities Purchase Agreement dated as of April 29, 2020, as amended
on May 4, 2020, among our Company and the investors in order to permit the Selling Stockholders and their pledgees, donees, transferees
and other successors-in-interest that receive Shares from a Selling Stockholder as a gift, partnership distribution or other non-sale
related transfer after the date of this prospectus to resell the Shares when and as they deem appropriate in the manner described
in the “Plan of Distribution” to offer the Shares for resale from time to time.
The
Selling Stockholder table below sets forth:
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the
name of the Selling Stockholders,
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the
number and percentage of shares of our common stock that the Selling Stockholders owned
as of the date of this prospectus prior to the offering for resale of the Shares under
this prospectus,
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●
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the
maximum number of shares of our common stock that may be offered for resale for the account
of the Selling Stockholders under this prospectus, and
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●
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the
number and percentage of shares of our common stock to be owned by the Selling Stockholders
after the offering of the Shares (assuming all of the offered Shares are sold by the
Selling Stockholders).
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None
of the Selling Stockholders has been an officer or director of the Company or any of its predecessors or affiliates within the
last three years or otherwise had a material relationship with us within the last three years. None of the Selling Shareholders
is a broker-dealer or an affiliate of a broker-dealer, who should be identified as an underwriter. The total number of shares
of common stock sold under this prospectus may be adjusted to reflect adjustments due to stock dividends, stock distributions,
splits, combinations or recapitalizations with regard to the common stock.
Each
Selling Stockholder may sell all, some or none of its shares in this offering. See “Plan of Distribution.”
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Name of Selling Stockholder
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Number of Shares of Common Stock Beneficially Owned Prior to Offering
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Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus
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Number of Shares of Common Stock Beneficially Owned After Offering
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Percentage of Shares of Common Stock Beneficially Owned After Offering (1)
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Anson Investments Master Fund LP (2)
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880,000
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880,000
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0
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0.0
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%
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CVI Investments, Inc. (3)
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880,000
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880,000
|
|
|
|
0
|
|
|
|
0.0
|
%
|
|
Hudson Bay Master Fund Ltd (4)
|
|
|
880,000
|
|
|
|
880,000
|
|
|
|
0
|
|
|
|
0.0
|
%
|
|
Intracoastal Capital LLC (5)
|
|
|
880,000
|
|
|
|
880,000
|
|
|
|
0
|
|
|
|
0.0
|
%
|
|
L1 Capital Global Opportunities Master Fund (6)
|
|
|
880,000
|
|
|
|
880,000
|
|
|
|
0
|
|
|
|
0.0
|
%
|
|
|
(1)
|
The
total number of shares outstanding after the offering is based on (i) 28,514,816 shares of common stock issued and outstanding
as of August 28, 2020, (ii) the issuance upon exercise of the applicable warrants of all 4,400,000 common shares being offered
by this prospectus and (iii) for each shareholder and for that shareholder only, the common shares underlying any options, warrants
or other convertible securities that may be acquired within the next 60 days without giving regard to any limitation on beneficial
ownership applicable to such security. Such total number of shares outstanding after the offering assumes we issue
no other common shares (including upon the exercise of outstanding warrants, options or other convertible securities) prior to
the completion of this offering.
|
|
|
(2)
|
Anson
Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of Anson Investments Master Fund LP (“Anson”),
hold voting and dispositive power over the Common Shares held by Anson. Bruce Winson is the managing member of Anson Management
GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors
Inc. Mr. Winson, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these Common Shares except to the extent of their
pecuniary interest therein. The principal business address of Anson is Walkers Corporate Limited, Cayman Corporate Centre, 27
Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands. The address for notice to Anson is c/o Anson Advisor Inc.,
155 University Ave., Suite 207, Toronto, ON CANADA M5H 3B7.
|
|
|
(3)
|
Heights
Capital Management, Inc., the authorized agent of CVI Investments, Inc. (“CVI”), has discretionary authority to vote
and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity
as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over
the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI Investments, Inc. is affiliated
with one or more FINRA member, none of whom are currently expected to participate in the sale pursuant to the prospectus contained
in the Registration Statement of the shares in this offering. The address for notice of CVI is c/o Heights Capital Management,
Inc., 101 California Street, Suite 3250, San Francisco, CA 94111.
|
|
|
(4)
|
Hudson
Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities.
Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management
LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these securities. The address for
notices of Hudson Bay Master Fund Ltd. is c/o Hudson Bay Capital Management LP, 777 Third Avenue, 30th Floor, New York, New York.
|
|
|
(5)
|
Mitchell
P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”), each of whom are managers of Intracoastal Capital
LLC (“Intracoastal”), have shared voting control and investment discretion over the shares held by Intracoastal. As
a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership of the shares held by Intracoastal. The registered
address of Intracoastal is 245 Palm Trail, Delray Beach, FL 33483. The address for notice of Intracoastal is 2211A Lakeside Drive,
Bannockbum, IL 60015.
|
|
|
(6)
|
David
Feldman and Joel Arber are the Directors and have voting and dispositive power over the securities owned by L1 Capital Global
Opportunities Master Fund (“L1 Capital”). The registered address of L1 Capital is 161A Shedden Road, 1 Artillery Court,
PO Box 10085, Grand Cayman KY1-1001, Cayman Islands.
|
PLAN
OF DISTRIBUTION
Each
Selling Stockholder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time,
sell any or all of their securities covered hereby on the principal trading market or any other stock exchange, market or trading
facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling
Stockholder may use any one or more of the following methods when selling securities:
|
|
●
|
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
●
|
block
trades in which the broker-dealer will attempt to sell the securities 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;
|
|
|
●
|
privately
negotiated transactions;
|
|
|
●
|
settlement
of short sales entered into after the effective date of the registration statement of
which this prospectus is a part;
|
|
|
●
|
in
transactions through broker-dealers that agree with the Selling Stockholders to sell
a specified number of such securities at a stipulated price per security;
|
|
|
●
|
through
the writing or settlement of options or other hedging transactions, whether through an
options exchange or otherwise;
|
|
|
●
|
a
combination of any such methods of sale; or
|
|
|
●
|
any
other method permitted pursuant to applicable law.
|
The
Selling Stockholders may also sell securities under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities,
from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an
agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a
principal transaction a markup or markdown in compliance with FINRA IM-2440.
In
connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of
hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close
out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling
Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one
or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered
by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).
The
Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed us that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities.
We
are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to
indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities
Act.
Because
Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject
to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than
under this prospectus. The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in
connection with the proposed sale of the resale securities by the Selling Stockholders.
We
agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling
Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without
the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any
other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities
Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers
if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not
be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not
simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined
in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of
purchases and sales of securities of the common stock by the Selling Stockholders or any other person. We will make copies of
this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus
to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
LEGAL
MATTERS
The
validity of the Shares of our common stock offered hereby has been passed upon for us by Loeb & Loeb LLP, New York, New York.
EXPERTS
The
consolidated financial statements and the related financial statement schedule, incorporated in this prospectus by reference to
the Annual Report on Form 10-K for the year ended December 31, 2019, have been audited by WWC, P.C. Certified Public Accountants,
an independent registered public accounting firm, as stated in their report incorporated by reference herein, and have been so
incorporated in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION ABOUT US
We
have filed a registration statement on Form S-3 with the SEC for the shares of our common stock we are offering by this prospectus.
This prospectus does not include all of the information contained in the registration statement. You should refer to the registration
statement and its exhibits for additional information. We will provide to each person, including any beneficial owner, to whom
a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in the prospectus but
not delivered with the prospectus. We will provide this information upon oral or written request, free of charge. Any requests
for this information should be made by calling or sending a letter to the Secretary of the Company, c/o IT Tech Packaging, Inc.,
Science Park, Juli Rd, Xushui District, Baoding City, Hebei Province, The People’s Republic of China 072550. Our telephone
number is (86) 312-8698215.
We
are required to file annual and quarterly reports, current reports, proxy statements, and other information with the SEC. We make
these documents publicly available, free of charge, on our website at www. itpackaging.cn as soon as reasonably practicable after
filing such documents with the SEC. You can read our SEC filings, including the registration statement, on the SEC’s website
at www.sec.gov.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
following documents filed by us with the SEC are incorporated by reference in this prospectus:
|
|
●
|
Annual
Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on
March 23, 2020;
|
|
|
●
|
The
Company’s definitive proxy statement on Schedule 14A, filed with the SEC on June
10, 2020;
|
|
|
●
|
Quarterly
Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 14,
2020;
|
|
|
●
|
Quarterly
Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August
11, 2020;
|
|
|
●
|
The
description of our common stock set forth in our Registration Statement on Form 8-A filed
with the Commission on May 10, 2007 (File No. 000-52639), including any amendments or
reports filed for the purpose of updating such description.
|
We
also incorporate by reference all documents we file under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (a) after the
initial filing date of the registration statement of which this prospectus is a part and before the effectiveness of the registration
statement and (b) after the effectiveness of the registration statement and before the filing of a post-effective amendment that
indicates that the securities offered by this prospectus have been sold or that deregisters the securities covered by this prospectus
then remaining unsold. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement in any other subsequently
filed document which is also incorporated or deemed to be incorporated herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You
should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different
or additional information. If such information is provided to you, you should not rely on it. This prospectus is not an offer
of these securities in any jurisdiction where an offer and sale is not permitted.
IT
Tech Packaging, Inc.
4,400,000
Shares of Common Stock
PROSPECTUS
,
2020
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth the various expenses, all of which will be borne by the registrant, in connection with the sale and
distribution of the securities being registered, other than the underwriting discounts and commissions. All amounts shown are
estimates except for the SEC registration fee.
|
SEC registration fee
|
|
$
|
424.06
|
|
|
Accounting fees and expenses
|
|
$
|
5,000.00
|
|
|
Legal fees and expenses
|
|
$
|
20,000.00
|
|
|
Miscellaneous
|
|
$
|
1,000.00
|
|
Item
15. Indemnification of Officers and Directors.
Under
Sections 78.7502 and 78.751 of the Nevada Revised Statutes, the Company has broad powers to indemnify and insure its directors
and officers against liabilities they may incur in their capacities as such. The Company’s amended and restated articles
of incorporation implement the indemnification and insurance provisions permitted by Chapter 78 of the Nevada Revised Statutes
by providing that:
|
|
●
|
The
Company shall indemnify all its directors and officers to the fullest extent permitted
by Chapter 78 of the Nevada Revised Statutes or any other law then in effect or as it
may hereafter be amended. The Company shall indemnify each of its present and future
directors and officers who becomes a party or is threatened to be made a party to any
suit or proceeding, against expenses, including, but not limited to, attorneys’
fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred
by him in connection with the action, suit, proceeding or settlement, provided such person
acted in good faith and in a manner which he reasonably believed to be in or not opposed
to the best interest of the Company, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful.
|
|
|
●
|
The
expenses of directors and officers incurred in defending a civil or criminal action,
suit, or proceeding may be paid by the Company as they are incurred and in advance of
the final disposition of the foregoing actions, if such person undertakes to repay said
expenses if it is ultimately determined by a court that he is not entitled to be indemnified
by the Company, meaning, a final adjudication establishes that the person’s acts
or omissions involved a breach of any fiduciary duties, where applicable, intentional
misconduct, fraud or a knowing violation of the law which was material to the cause of
action.
|
These
indemnification provisions may be sufficiently broad to permit indemnification of the Company’s directors and officers for
liabilities (including reimbursement of expenses incurred) arising under the Securities Act.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or controlling
persons pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
See
also the undertakings set out in response to Item 17.
Item
16. Exhibits.
Exhibit
Number
|
|
Description
|
|
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, dated October 29, 2007, by and among Carlateral, Inc., CARZ Merger Sub, Inc., Dongfang Zhiye Holding Limited, and the shareholders of Dongfang Zhiye Holding Limited. Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2007.
|
|
3.1
|
|
Articles of Incorporation. Incorporated by reference to Exhibit 3.1 to the Company’s Form SB-2 filed with the SEC on August 4, 2006.
|
|
3.2
|
|
Certificate of Amendment to Articles of Incorporation. Incorporated by reference to the Exhibit 3.1.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2007.
|
|
3.3
|
|
Bylaws. Incorporated by reference to Exhibit 3.2 to the Company’s Form SB-2 filed with the SEC on August 4, 2006.
|
|
4.1
|
|
Specimen of Common Stock certificate. Incorporated by reference to Exhibit 4.1 to the Company’s Form SB-2 filed with the SEC on August 4, 2006.
|
|
4.2
|
|
Form of Common Stock Purchase Warrant. Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2020.
|
|
5.1
|
|
Opinion of Loeb & Loeb LLP*
|
|
23.1
|
|
Consent of WWC, P.C. Certified Public Accountants
|
|
23.2
|
|
Consent of Loeb & Loeb LLP (included in Exhibit 5.1)*
|
|
24.1
|
|
Power of Attorney (included in the signature pages hereto)
|
|
|
*
|
To
be filed by amendment
|
Item
17. Undertakings.
(a)
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 of 1933;
ii.
To reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in 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.
iii.
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such 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
that 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 any liability under the Securities Act of 1933 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
(b)
The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates
in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.
(d)
The undersigned registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act of 1933, 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.
(2)
For the purpose of determining any liability under the Securities Act of 1933, 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.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, 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 the City of Baoding City, Hebei Province, People’s Republic of China,
on August 31, 2020.
|
|
IT TECH PACKAGING, INC.
|
|
|
|
|
|
By:
|
/s/ Zhenyong Liu
|
|
|
Name:
|
Zhenyong Liu
|
|
|
Title:
|
Chief Executive Officer
(principal executive officer)
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Zhenyong Liu and
Jing Hao, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, with full power of each to
act alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities,
to sign the Registration Statement filed herewith and any and all amendments to said Registration Statement (including post-effective
amendments and any related registration statements thereto filed pursuant to Rule 462 and otherwise), and file the same,
with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Zhenyong Liu
|
|
Chief Executive Officer and
|
|
August 31 2020
|
|
Zhenyong Liu
|
|
Chairman of Board of Directors
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Jing Hao
|
|
Chief Financial Officer
|
|
August 31, 2020
|
|
Jing Hao
|
|
(Principal Financial and
Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Marco Ku Hon Wai
|
|
Director
|
|
August 31, 2020
|
|
Marco Ku Hon Wai
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Wenbing Christopher Wang
|
|
Director
|
|
August 31, 2020
|
|
Wenbing Christopher Wang
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Fuzeng Liu
|
|
Director
|
|
August 31, 2020
|
|
Fuzeng Liu
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Lusha Niu
|
|
Director
|
|
August 31, 2020
|
|
Lusha Niu
|
|
|
|
|
II-5
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