Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
June 14 2022 - 04:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2022
Commission file number: 001-38206
TDH HOLDINGS, INC.
(Registrant’s name)
c/o Qingdao Tiandihui Foodstuffs Co. Ltd.,
2521 Tiejueshan Road, Huangdao District, Qingdao, Shandong
Province
People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):
☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):
☐
Explanatory Note:
TDH Holdings, Inc. (the “Company”) completed a reverse
stock split of the Company’s common shares at the ratio of
one-for-twenty (the “Reverse Stock Split”) with the market
effective date of June 14, 2022. The objective of
the Reverse Stock Split is to enable the Company to regain
compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its
listing on Nasdaq.
Beginning with the opening of trading on June 14, 2022, the
Company’s common shares began trading on the Nasdaq Capital Market
on a split-adjusted basis, under the same symbol “PETZ” but under a
new CUSIP Number, G87084110. As a result of the Reverse Stock
Split, each twenty common shares outstanding automatically combined
and converted to one issued and outstanding common share without
any action on the part of the shareholder. No fractional shares
were issued because of the Reverse Stock Split. Instead, any
fractional shares that would have resulted from the Reverse Stock
Split were rounded up to the next whole number. The Reverse
Stock Split reduced the number of common shares issued and
outstanding from approximately 126,260,157 to approximately
6,313,014 (subject to the rounding up for fractional shares). The
Board of Directors of the Company approved to effect the Reverse
Stock Split and amend the Company’s Memorandum and Articles of
Association. Accordingly, the Company filed an Amendment to its
Memorandum and Articles of Association (the “Amended
M&A”) with the British Virgin Islands Registrar of
Corporate Affairs. The Company is now authorized to issue
50,000,000 Common Shares, par value $0.02 per share pursuant to the
Amended M&A. A copy of the Amended M&A is attached hereto
as Exhibit 3.1 and incorporated herein by reference. In addition, a
copy of the press release announcing the Reverse Stock Split on Jun
10, 2022 is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
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TDH HOLDINGS,
INC. |
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By: |
/s/ Dandan Liu |
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Dandan Liu |
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Chair and Chief Executive Officer |
Dated: June 14, 2022
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