Current Report Filing (8-k)
January 10 2023 - 4:31PM
Edgar (US Regulatory)
0001422892
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0001422892
2023-01-05
2023-01-05
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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): January
5, 2023
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 January 5, 2023, Singularity
Future Technology Ltd. (the “Company”) received a deficiency notice from The Nasdaq Stock Market (“Nasdaq”) informing
the Company that its common stock, no par value (the “Common Stock”), fails to comply with the $1 minimum bid price required
for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) based upon the closing bid price of the Common
Stock for the 30 consecutive business days prior to the date of the notice from Nasdaq.
Nasdaq’s notice has
no immediate effect on the listing of the Common Stock on The Nasdaq Capital Market. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the
Company has been provided an initial compliance period of 180 calendar days, or until July 5, 2023, to regain compliance with the minimum
bid price requirement. To regain compliance, the closing bid price of the Common Stock must meet or exceed $1.00 per share for a minimum
of ten consecutive business days prior to July 5, 2023.
If the Company is unable to
regain compliance by July 5, 2023, the Company may be eligible for an additional 180 calendar day compliance period to demonstrate compliance
with the bid price requirement. To qualify, the Company will be required to meet the continued listing requirement for market value of
publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement,
and will need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period, by effecting
a reverse stock split, if necessary. If the Company does not qualify for the second compliance period or fails to regain compliance during
the second 180-day period, Nasdaq will notify the Company of its determination to delist the Common Stock, at which point the Company
would have an opportunity to appeal the delisting determination to a Hearings Panel.
The Company intends to monitor
the closing bid price of the Common Stock and may, if appropriate, consider implementing available options to regain compliance with the
minimum bid price requirement under the Nasdaq Listing Rules.
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: January 10, 2023
| |
SINGULARITY FUTURE TECHNOLOGY LTD. |
| |
|
| |
By: |
/s/ Jing Shan |
| |
|
Name: |
Jing Shan |
| |
|
Title: |
Chief Operating Officer |
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