Current Report Filing (8-k)
November 22 2022 - 4:12PM
Edgar (US Regulatory)
0001422892
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0001422892
2022-11-16
2022-11-16
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xbrli:shares
iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 16, 2022
SINGULARITY FUTURE TECHNOLOGY LTD.
(Exact name of registrant as specified in charter)
| Virginia |
|
001-34024 |
|
11-3588546 |
(State or other jurisdiction
of Incorporation) |
|
(Commission File No.) |
|
(IRS Employer
Identification No.) |
98 Cutter Mill Road
Suite 322
Great Neck NY 11021
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (718) 888-1814
Not Applicable
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR §230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR §240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR §240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR §240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, no par value |
|
SGLY |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01. Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 16, 2022, Singularity Future Technology
Ltd. (the “Company”) received an additional staff determination notice (the “Notice”) from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”), advising that it had not received the Company’s Form 10-Q for
the quarterly period ended September 30, 2022, which served as an additional basis for delisting the Company’s securities and that
the Nasdaq Hearings Panel (the “Panel”) will consider the additional deficiency in rendering a determination regarding the
Company’s continued listing on The Nasdaq Capital Market. The Company has submitted to the Panel a plan to regain compliance with
the continued listing requirements, including the filing of the Form 10-Q for the quarterly period ended September 30, 2022.
On November 22, 2022, the Company issued a press
release announcing the receipt of the Notice. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1
and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 18, 2022, Shi Qiu tendered his resignation
as Chief Technology Officer of the Company, effective immediately.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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 hereunto
duly authorized.
Date: November 22, 2022
| |
SINGULARITY FUTURE TECHNOLOGY LTD. |
| |
|
| |
By: |
/s/ Jing Shan |
| |
|
Name: |
Jing Shan |
| |
|
Title: |
Chief Operating Officer |
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