Current Report Filing (8-k)
February 27 2023 - 4:32PM
Edgar (US Regulatory)
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2023-02-21
2023-02-21
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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): February 27, 2023 (February 21, 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
February 21, 2023, 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 December 31, 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 Nasdaq. The Company has submitted to the Panel
a plan to regain compliance with the continued listing requirements and has been granted a grace period to file all the delinquent reports,
including the filing of the Form 10-Q for the quarterly period ended December 31, 2022, on or before February 28, 2023.
On
February 27, 2023, 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
February 23, 2023, John Levy tendered his resignation from his positions as a member of the Company’s board of directors (the “Board”)
and the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board, effective immediately.
As
previously reported, on May 6, 2022, the Board formed a special committee to investigate claims of alleged fraud, misrepresentation,
inadequate disclosure, and other related matters related to the Company and certain of its management personnel raised in the report
of Hindenburg Research dated May 5, 2022 and other related matters. On February 23, 2023, the Board approved the dissolution of the special
committee upon conclusion of the committee’s investigation.
| 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:
February 27, 2023
| |
SINGULARITY
FUTURE TECHNOLOGY LTD. |
| |
|
| |
By: |
/s/
Jing Shan |
| |
|
Name: |
Jing
Shan |
| |
|
Title: |
Chief
Operating Officer |
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