UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)
TDH
HOLDINGS, INC.
(Name
of Issuer)
Common
Shares
(Title
of Class of Securities)
G87084110
(CUSIP
Number)
Dandan
Liu
2521
Tiejueshan Road, Huangdao District, Qingdao,
Shandong
Province, People’s Republic of China
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July
26, 2022
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
☐.
* |
The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page. |
The
information required in the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject
to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the
Notes).
1. |
Names
of Reporting Person: Dandan Liu
|
I.R.S.
Identification Nos. of above persons (entities only): |
2. |
Check
the Appropriate Box if a Member of a Group (See
Instructions) |
(a) ☐
(b) ☐
|
3. |
SEC
Use Only: |
|
4. |
Source
of Funds (See Instruction):
|
PF |
5. |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or (e): ☐
|
|
6. |
Citizenship
or Place of Organization:
|
The
People’s Republic of China |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With: |
7. |
Sole
Voting Power:
1,354,697
|
8. |
Shared
Voting Power:
None
|
9. |
Sole
Dispositive Power:
1,354,697
|
10. |
Shared
Dispositive Power:
None
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person:
|
1,354,697 |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): ☐ |
|
13. |
Percent
of Class Represented by Amount in Row (11):
|
13.1% |
14. |
Type
of Reporting Person (See Instructions):
|
IN |
EXPLANATORY
NOTE
This
Statement on Schedule 13D/A (this “Statement”) is being filed
because on July 26, 2022, TDH Holdings, Inc., a company organized
under the laws of the British Virgin Islands (the “Company”) and
certain investors entered into a securities purchase agreement and
an aggregate of 4,000,000 common shares were purchased by the
investors and issued by the Company. Accordingly, the reporting
person, Dandan Liu’s beneficial ownership in the Company decreased,
despite not acquiring or disposing of any of the Company’s common
shares.
ITEM
1. SECURITY AND ISSUER
This
Statement relates to the common shares, par value $0.02 per share,
of the Company, whose principal office is located at 2521
Tiejueshan Road, Huangdao District, Qingdao, Shandong Province,
People’s Republic of China
ITEM
2. IDENTITY AND BACKGROUND
|
(a) |
Name
of Persons filing this Statement: |
Dandan
Liu
|
(b) |
Residence
or Business Address: |
Ms.
Liu’s business address is:
2521
Tiejueshan Road, Huangdao District, Qingdao,
Shandong
Province, People’s Republic of China
|
(c) |
Present
Principal Occupation and Employment: |
Ms.
Liu’s principal occupation is Chair and CEO of the
Company.
|
(d) |
and
(e) Criminal Convictions and Civil
Proceedings: |
Ms.
Liu has not been: (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, is or was subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
|
(f) |
State
of Incorporation/Organization/Citizenship: |
The
People’s Republic of China
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On
September 27, 2019, Ms. Liu purchased 1,001,321 (adjusted for the
Company’s 20-1 reverse stock split) common shares of the Company
for the purchase price of $7,510,000.
ITEM
4. PURPOSE OF TRANSACTION
Ms.
Liu acquired the common shares from the Company for investment
purposes. Ms. Liu expects to evaluate, on an ongoing basis, the
Company’s financial condition and prospects and its interests in,
and intentions with respect to, the Company and the investment in
the securities of the Company, which review may be based on various
factors, including but not limited to the Company’s business and
financial condition, results of operation and prospects, general
economic and industry conditions, the securities markets in
general. Accordingly, Ms. Liu reserves the right to change her
intentions, as she deems appropriate, at any time. In particular,
Ms. Liu may, from time to time, in the open market, through
privately negotiated transactions or otherwise, increase her
holdings in the Company or dispose of all or a portion of the
securities of the Company that she now owns or may hereafter
acquire.
Other
than as expressly set forth in this Item 4 or below, Ms. Liu has no
plans or proposals as of the date of this filing which relate to,
or would result in, any of the actions enumerated in Item 4 of the
instructions to this Statement. Ms. Liu may, however, adopt in the
future such plans or proposals subject to compliance with
applicable regulatory requirements.
ITEM
5. INTEREST IN SECURITIES OF THE ISSUER
|
(a) |
Ms.
Liu beneficially owns 1,354,697 common shares, representing 13.1%
of the outstanding common shares of the Company (based upon
10,323,268 common shares outstanding as of the date of this
filing). |
|
(b) |
Ms.
Liu has the sole power to vote or direct the vote and the sole
power to dispose or direct the disposition of the 1,354,697 common
shares. |
|
(c) |
The
following table sets forth the transactions of commons shares that
were effected during the past sixty days by Ms. Liu. |
None.
ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
There
are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Ms. Liu and any person with respect to
any securities of the Company, including, but not limited to, the
transfer or voting of any of the securities, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding
of proxies, the occurrence of which would give another person
voting or investment power over the securities.
ITEM
7. MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Dated:
August 4, 2022 |
/s/
Dandan Liu |
|
Name:
Dandan Liu |
5
TDH (NASDAQ:PETZ)
Historical Stock Chart
From Jan 2023 to Feb 2023
TDH (NASDAQ:PETZ)
Historical Stock Chart
From Feb 2022 to Feb 2023