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): June 21, 2023
(Exact Name of Registrant as Specified in Charters)
|
|
|
|
||
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS. Employer Identification No.)
|
|
|
|
(Address of Principal Executive Offices, and Zip Code)
|
|
(
|
Registrant's Telephone Number, Including Area Code
|
N/A
|
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of exchange on which registered
|
||
|
|
|
|
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 (see General Instruction A.2. below):
|
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))
|
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.
|
As reported by Cenntro Electric Group Limited ACN 619 054 938 (the "Company") in its Form 6-K filed
with the Securities and Exchange Commission (the "SEC") on December 28, 2022, the Company received written notice from the Listing Qualifications Department of the Nasdaq Stock Market, LLC ("Nasdaq") on December 22, 2022, notifying the Company that,
based on the closing bid price of the Company's Ordinary Shares, without par value (the "Ordinary Shares"), for the previous 30 consecutive trading days, the Company no longer complied with the minimum bid price requirement under Nasdaq Listing Rule
5450(a)(1) for continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Requirement"). The Company was provided 180 days, or until June 20, 2023, to regain compliance.
On June 21, 2023, the Company received written notice (the "Notice") from Nasdaq notifying the Company that the Ordinary Shares had not regained
compliance with the Minimum Bid Price Requirement. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company is eligible for an additional 180 calendar day period from the date of the receipt of the Notice or until December 18, 2023, to regain
compliance with the Minimum Bid Price Requirement.
If at any time before December 18, 2023, the bid price of the Company's Ordinary Shares closes at $1.00 per share or more for a minimum of ten
consecutive business days, Nasdaq will provide the Company with a written confirmation of compliance with the Minimum Bid Price Requirement and the matter will be closed. However, there can be no assurance that the Company will be able to regain
compliance within the extension period granted by Nasdaq. If compliance with the Minimum Bid Price Requirement cannot be demonstrated by December 18, 2023, Nasdaq will provide written notification that the Company's securities will be delisted, and
the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.
The Notice has no immediate impact on the listing of the Company’s Ordinary Shares, which will continue to be listed and traded on The Nasdaq Capital
Market, subject to the Company's compliance with the other listing requirements of The Nasdaq Capital Market. Although the Company will use all reasonable efforts to achieve compliance with the Minimum Bid Price Requirement, there can be no assurance
that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq listing criteria. A copy of the press release covering the Nasdaq non-compliance notice is attached hereto
as Exhibit 99.1.
| Item 9.01 |
Exhibits.
|
|
Exhibit
No.
|
Description
|
|
|
Press Release regarding Nasdaq Non-Compliance Notice dated June 22, 2023
|
||
|
104
|
Cover page of this Current Report on Form 8-K formatted in Inline XBRL
|
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.
|
Dated: June 22, 2023
|
||
|
Cenntro Electric Group Limited
|
||
|
By:
|
/s/ Peter Wang
|
|
|
Name:
|
Peter Wang
|
|
|
Title:
|
Chief Executive Officer
|
|
Exhibit 99.1
Cenntro Announces Receipt of Extension to Regain Compliance with Nasdaq Minimum Bid Price Rule
Freehold, NJ – June 22, 2023 – Cenntro Electric Group Limited (NASDAQ: CENN) (“Cenntro” or “the Company”), a leading electric vehicle technology
company with advanced, market-validated electric commercial vehicles, announced today that it received a written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) granting the Company a 180-day extension, or until December 18,
2023, to regain compliance with Nasdaq’s $1.00 minimum bid price requirement as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Rule”).
This Notice has no immediate effect on the listing of the Company’s ordinary shares on Nasdaq.
On December 22, 2022, Nasdaq notified the Company via notification letter that its ordinary shares had failed to comply with the Rule over the previous 30 consecutive
business days. The notification letter stated the Company would be afforded 180 calendar days from the date of the notification letter, or until June 20, 2023, to regain compliance with the Rule. The notification letter provided that if the Company
did not regain compliance by June 20, 2023, the Company may be eligible for an additional 180 calendar day compliance period after June 20, 2023.
On June 20, 2023, the Company submitted to Nasdaq a request for an extension to comply with the Rule and its compliance plan. On June 21, 2023, Nasdaq provided the
Notice stating it had determined that the Company was eligible under Nasdaq Listing Rule 5810(c)(3)(A) for an additional 180 calendar day period to regain compliance and confirmed the 180 day extension.
In order to regain compliance with the Rule, the Company is required to maintain a closing bid price of at least $1.00 or more for a minimum of 10 consecutive business
days at any time during the 180-day extension, or until December 18, 2023.
About Cenntro Electric Group
Cenntro Electric Group Ltd. (or “Cenntro”) (NASDAQ: CENN) is a leading designer and manufacturer of electric commercial vehicles. Cenntro’s purpose-built ECVs are
designed to serve a variety of organizations in support of city services, last-mile delivery, and other commercial applications. Cenntro plans to lead the transformation in the automotive industry through scalable, decentralized production, and
smart driving solutions empowered by the Cenntro iChassis. For more information, please visit Cenntro’s website at: www.cenntroauto.com.
Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements include all statements that are not historical facts. Such statements may be, but need not be, identified by words such as “may,’’ “believe,’’ “anticipate,’’ “could,’’ “should,’’ “intend,’’ “plan,’’ “will,’’ “aim(s),’’
“can,’’ “would,’’ “expect(s),’’ “estimate(s),’’ “project(s),’’ “forecast(s)’’, “positioned,’’ “approximately,’’ “potential,’’ “goal,’’ “strategy,’’ “outlook’’ and similar expressions. Examples of forward-looking statements include, among other
things, statements regarding assembly and distribution capabilities, decentralized production, and fully digitalized autonomous driving solutions. All such forward-looking statements are based on management’s current beliefs, expectations, and
assumptions, and are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed or implied in this communication. For additional risks and uncertainties that could impact
Cenntro’s forward-looking statements, please see disclosures contained in Cenntro’s public filings with the Securities and Exchange Commission (the “SEC”), including the “Risk Factors” in Cenntro’s Annual Report on Form 20-F/A filed with the SEC on
August 5, 2022 and which may be viewed at www.sec.gov.
Contacts
Investor Relations Contact:
MZ North America
CENN@mzgroup.us
949-491-8235
Company Contact:
PR@cenntroauto.com
IR@cenntroauto.com