424B5 1 ea0230250-02.htm PROSPECTUS

Filed pursuant to Rule 424(b)(5)

Registration Statement No. 333-268944

Prospectus Supplement

(To Prospectus dated April 14, 2023)

IT TECH PACKAGING, INC.

6,899,500 Shares of Common Stock

We are offering on a reasonable best efforts basis 6,899,500 shares of our common stock, $0.001 par value per share, at a purchase price of $0.20 per share of common stock, pursuant to this prospectus supplement and the accompanying prospectus.

For a more detailed description of the shares of common stock, see the section entitled “Description of Our Securities” beginning on page S-41.

Our shares of common stock are currently traded on the NYSE American under the symbol “ITP.” On May 9, 2025, the closing sale price of our shares of common stock was $0.44 per share.

The securities will be offered at a fixed price and are expected to be issued in a single closing. We expect this offering to be completed not later than one trading day following the commencement of sales in this offering and we will deliver all securities to be issued in connection with this offering delivery versus payment or receipt versus payment, as the case may be, upon receipt of investor funds received by us. Accordingly, neither we nor the placement agent have made any arrangements to place investor funds in an escrow account or trust account since the placement agent will not receive investor funds in connection with the sale of the securities offered hereunder.

As of May 9, 2025, the aggregate market value of our outstanding common stock held by non-affiliates, or public float, was approximately $4,176,033, based on 10,065,920 shares of our common stock issued and outstanding on May 9, 2025, of which approximately 574,936 shares were held by affiliates, and a price of $0.44 per share, which was the closing price at which our common stock was last sold on NYSE American on May 9, 2025. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered on this registration statement in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75 million. As of May 9, 2025, prior to the consummation of this offering, we have not sold any securities under the foregoing “shelf” registration statement.

We have engaged Maxim Group LLC (the “placement agent” or “Maxim”) to act as our exclusive placement agent in connection with this offering. The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the placement agent the placement agent fees set forth in the table below. There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering. We may sell fewer than all of the shares offered hereby, which may significantly reduce the amount of proceeds received by us. Because there is no escrow account and no minimum number of securities or amount of proceeds, investors could be in a position where they have invested in us, but we have not raised sufficient proceeds in this offering to adequately fund the intended uses of the proceeds as described in this prospectus. See “Risk Factors” for more information regarding risks related to this offering. We will bear all costs associated with the offering. See “Plan of Distribution” for more information regarding these arrangements.

	Per Share		Total
Offering Price	$	0.20	$	1,379,900.00
Placement Agent fees(1)	$	0.014		96,593.00
Proceeds, before expenses, to us	$	0.186		1,283,307.00

		Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-iii
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS		S-iv
PROSPECTUS SUPPLEMENT SUMMARY		S-1
THE OFFERING		S-10
RISK FACTORS		S-11
USE OF PROCEEDS		S-38
MARKET PRICE AND DIVIDEND POLICY		S-39
CAPITALIZATION		S-40
DESCRIPTION OF OUR SECURITIES		S-41
PLAN OF DISTRIBUTION		S-42
LEGAL MATTERS		S-44
EXPERTS		S-44
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		S-45
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LAW VIOLATIONS		S-46
WHERE YOU CAN FIND MORE INFORMATION		S-47

ABOUT THIS PROSPECTUS		ii
PROSPECTUS SUMMARY		1
THE OFFERING		3
OUR COMPANY		4
RISK FACTORS		18
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		31
USE OF PROCEEDS		32
RATIO OF EARNINGS TO FIXED CHARGES		33
DESCRIPTIONS OF THE SECURITIES WE MAY OFFER		34
CAPITAL STOCK		35
DEBT SECURITIES		36
WARRANTS		42
SUBSCRIPTION RIGHTS		45
UNITS		46
PLAN OF DISTRIBUTION		47
LEGAL MATTERS		49
WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US		49
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		50

Issuer:		IT Tech Packaging, Inc.
Shares of common stock offered by us pursuant to this prospectus supplement:		6,899,500 shares
Offering price per share:		$0.20
Shares of common stock outstanding prior to this offering:		10,065,920 shares
Shares of common stock to be outstanding immediately after this offering(1):		16,965,420 shares
Use of proceeds:		We expect the aggregate net proceeds from the Offering will be approximately $1.1 million, after deducting placement agent fees and estimated offering expenses payable by us. We intend to use the net proceeds from this offering for working capital and other general corporate purposes. See “Use of Proceeds” on page S-38 of this prospectus supplement.
Transfer agent, registrar and warrant agent:		The transfer agent and registrar of our common stock is Empire Stock Transfer Inc.
Risk factors:		Investing in our securities involves a high degree of risk. For a discussion of factors you should consider carefully before deciding to invest in our securities, see the information contained under the heading “Risk Factors” beginning on page S-11 of this prospectus supplement, on page 18 of the accompanying prospectus, and in the other documents incorporated by reference into this prospectus supplement.
NYSE American Symbol:		Our common stock is traded on the NYSE American under the symbol “ITP”.

SEC Form 424B5 filed by IT Tech Packaging Inc.