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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of ~~January~~February 2025

Commission File Number 001-35722

TAOPING INC.

(Translation of registrant’s name into English)

21^stFloor, Everbright Bank Building

Zhuzilin, Futian District

Shenzhen, Guangdong, 518040

People’s Republic of China

(Address of principal executive offices)

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 ☐

INCORPORATION BY REFERENCE

This Form 6-K is hereby incorporated by reference into the registration statements of Taoping Inc. (the “Company”) on Form S-8 (Registration Numbers 333-256600, 333-211363 and 333-283697) and Form F-3 (Registration Numbers 333-262181 and 333-229323) to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

OnPrivate ~~January~~Placement 13, 2025, Taoping Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Streeterville Capital, LLC, a Utah limited liability company (the “Investor”), pursuant to which the Company issued an unsecured convertible promissory note with a 12-month maturity (the “Convertible Note”) to Investor. The Convertible Note has the original principal amount of ~~$1,311,000~~Ordinary ~~including the original issue discount of $96,000 and Investor’s legal and other transaction costs of $15,000.~~Shares

~~Interest~~On ~~accrues~~February on26, ~~the~~2025, ~~outstanding balance of~~ the ~~Convertible~~Company ~~Note~~entered atinto 7%a ~~per~~securities ~~annum.~~purchase ~~Upon~~agreement (the ~~occurrence~~“Purchase ofAgreement”) awith ~~Trigger~~certain ~~Event~~ investors (~~as defined in~~ the ~~Convertible~~ ~~Note~~“Investors”), ~~Investor~~pursuant ~~may~~to ~~increase~~which the ~~outstanding~~Company ~~balance~~agreed ~~payable~~to ~~under~~issue ~~the~~an ~~Convertible~~aggregate ~~Note~~of by10,000,000 ~~15%~~ordinary orshares ~~5%,~~of ~~depending~~no onpar ~~the nature~~value of ~~such event. If~~ the Company, ~~fails~~at toan ~~cure~~offering ~~the~~price ~~Trigger~~of ~~Event~~$0.20 ~~within~~per ~~the required five (5) trading days~~share, to the ~~Triger~~Investors ~~Event~~for ~~will~~a ~~automatically become~~total anpurchase ~~event~~price of ~~default~~$2,000,000. ~~and~~The ~~interest~~Purchase ~~will~~Agreement also ~~accrue~~contains atcustomary ~~the~~closing ~~lesser~~conditions, ofrepresentations ~~22%~~and ~~per~~warranties, ~~annum~~covenants, orindemnification ~~the~~provisions, ~~maximum~~and ~~rate~~termination ~~permitted by applicable law~~provisions.

~~Pursuant~~The toCompany ~~the~~intends ~~terms~~to ofuse the ~~Convertible~~net ~~Note~~proceeds ~~and~~from the ~~Purchase~~financing ~~Agreement, the Company must obtain Investor’s consent~~ for ~~certain~~working ~~fundamental transactions~~capital ~~such~~and asgeneral ~~consolidation,~~corporate ~~merger, disposition of substantial assets, change of control, reorganization or recapitalization~~purposes. ~~Any occurrence of such fundamental transaction without Investor’s prior written consent will be deemed a Trigger Event.~~

~~After~~The ~~the~~Purchase ~~Investor~~Agreement ~~delivers~~is ~~the~~filed ~~purchase~~as ~~price~~Exhibit ~~of the Convertible Note to the Company, Investor, subject to certain restrictions, may convert all or any part of the outstanding balance of the Convertible Note, at a fixed conversion price of $3~~10.001 ~~per share, into the Company’s ordinary shares. In addition, subject~~ to ~~certain~~this ~~restrictions,~~Current ~~Investor~~Report ~~may~~on ~~redeem~~Form ~~all or any portion of the Convertible Note~~6-K, ~~subject to a maximum amount of $300,000 per month, into ordinary shares of the Company at a price equal to the lesser of (i) $3.00,~~ and ~~(ii) 80% multiplied by~~ the ~~lowest~~description ~~daily~~above VWAP during the ten (10) trading days immediately preceding the applicable redemption, subject to a floor price of $0.10. Investor also has the right, on any trading day and the following trading day, that any intraday trade price of the ordinary shares is ~~10%~~qualified ~~greater than the previous Measurement Period’s Nasdaq Minimum Price (as defined~~ in ~~the~~its ~~Convertible~~entirety ~~Note),~~by reference to ~~redeem all or any portion of~~ the ~~outstanding~~full ~~balance~~text of ~~the~~such ~~Convertible Note into ordinary shares~~exhibit.

The ~~Company~~offering isand ~~responsible~~sale ~~for certain late fees equal to 2%~~ of ~~the~~securities ~~Conversion~~described ~~Share~~above ~~Value~~were (conducted as ~~defined in the Convertible Note) with~~ a ~~floor of~~private ~~$500~~placement ~~per~~pursuant ~~day if it fails~~ to ~~deliver~~and ~~the~~in ~~ordinary~~reliance ~~shares~~on ~~upon conversion or redemption pursuant to~~ the ~~terms~~exemption ~~of the Convertible Note.~~from ~~The~~registration ~~Company~~provided ~~may~~by ~~prepay~~Section ~~the~~4(a)(2) ~~outstanding balance~~ of the ~~Convertible~~Securities ~~Note~~Act inRegulation ~~cash~~S ~~equal~~promulgated tounder ~~120%~~the ~~multiplied~~Securities byAct ~~the~~for ~~portion~~offers ofand ~~the outstanding~~sales ~~balance~~made outside the ~~Company~~United ~~elects to prepay~~States.

On January 13, 2025, the transaction contemplated by the Purchase Agreement was closed as all the closing conditions set forth therein were satisfied. On January 13, 2025, the Company filed a prospectus supplement (the “Prospectus Supplement”) under the registration statement on Form F-3 (File No. 333-262181), to register up to 3,602,589 ordinary shares of the Company issuable upon the conversion of the Convertible Note.

The foregoing summaries of the Purchase Agreement and the Convertible Note do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement and the Convertible Note, which are attached hereto as Exhibits 10.1 and 4.1, respectively, and each of which is incorporated herein by reference. A copy of the opinion of Maples and Calder relating to the validity of the shares that may be issued pursuant to the Convertible Note is filed herewith as Exhibit 5.1.

This Report on Form 6-K does not constitute an offer to sell or the solicitation of an offer to buy, and the ordinary shares cannot be sold in any state or jurisdiction in which the offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. Any offer will be made only by means of a prospectus, consisting of a prospectus supplement and the accompanying base prospectus, forming a part of the effective registration statement.

EXHIBIT INDEX

Exhibit		Description
4.1		Convertible Promissory Note, dated January 13, 2025
10.1		Form of Securities Purchase Agreement
5.1		Opinion of Maples and Calder
10.1		Securities Purchase Agreement, dated January 13, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 14, 2025	TAOPING INC.
Date: February 27, 2025	TAOPING INC.
	By:	/s/ Jianghuai Lin
		Jianghuai Lin
		Chief Executive Officer

Filing Compare · Taoping Inc.