Item 1.01. Entry into a Material Definitive Agreement.
On January 14, 2021, IT Tech Packaging, Inc. (the "Company") agreed to sell to
certain institutional investors who executed a securities purchase agreement
dated as of January 14, 2021 (the "Purchase Agreement") and to certain other
investors who did not execute the Purchase Agreement but relied solely on the
Company's prospectus dated January 14, 2021 contained in the Registration
Statement (as defined below), an aggregate of 26,181,818 shares (the "Shares")
of common stock, par value $0.001 (the "Common Stock") and 26,181,818 warrants
(the "Warrants") to purchase up to 26,181,818 shares of the Common Stock (the
"Warrant Shares" and collectively with the Shares and the Warrants, the
"Securities") in a best-efforts public offering for gross proceeds of
approximately $14.4 million (the "Offering"). The purchase price for each share
of Common Stock and the corresponding Warrant sold in the Offering was $0.55.
The Warrants are exercisable commencing on January 20, 2021 at an exercise price
of $0.55 and will expire on January 20, 2026.. In the event of a stock split,
stock dividend, combination, subsequent right offering or reclassification of
the outstanding shares of Common Stock, the exercise price and the number of
shares issuable upon exercise of the Warrants shall be proportionately adjusted.
The Company agreed not to enter into any subsequent issuance of Common Stock
from January 14, 2021 until thirty (30) days after the closing of the Offering.
Concurrently with the execution of the Purchase Agreement, certain officers and
directors and 5% shareholders of the Company entered into lock-up agreements
(the "Lock-Up Agreements") pursuant to which they have agreed, among other
things, not to sell or dispose of any shares of Common Stock which are or will
be beneficially owned by them for ninety (90) days following the closing of the
Offering.
The Company entered into a placement agency agreement dated January 14, 2021
(the "Placement Agency Agreement') with Maxim Group LLC, as placement agent (the
"Placement Agent"), pursuant to which the Placement Agent agreed to act as the
placement agent in connection with the Offering. The Company agreed to pay the
Placement Agent an aggregate fee equal to 7.0% of the gross proceeds raised in
the Offering. The Company also agreed to reimburse the Placement Agent for
certain expenses, including for fees and expenses related to legal expenses
limited to $65,000.
The Securities were offered by the Company pursuant to effective registration
statements on Form S-1 (File No. 333-251562 and File No. 333- 252112), which
became effective on January 14, 2021 (the "Registration Statement"). The Company
currently intends to use the net proceeds from the Offering for general
corporate and working capital purposes. The Offering was consummated on January
20, 2021.
A copy of the Placement Agency Agreement, the form of the Purchase Agreement,
the form of the Lock-up Agreement, and the form of Warrant are attached hereto
as Exhibits 10.1, 10.2, 10.3, and 4.1, respectively, and are incorporated herein
by reference. The foregoing summaries of the terms of the Placement Agency
Agreement, the Purchase Agreement, the Lock-up Agreement and the Warrants are
subject to, and qualified in their entirety by, such documents.
On January 14, 2021, the Company issued a press release announcing the Offering.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
4.1 Form of Common Stock Purchase Warrant.
10.1 Letter Agreement, dated January 14, 2021 by and between IT Tech
Packaging, Inc. and Maxim Group LLC.
10.2 Form of Securities Purchase Agreement among IT Tech Packaging, Inc.
and certain institutional investors.
10.3 Form of Lock-up Agreement among IT Tech Packaging, Inc. and certain
individuals.
99.1 Press Release dated January 14, 2021.
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IT TECH PACKAGING, INC. 
