UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On January 26, 2024, Fresh2 Group Limited (the “Company”) received a deficiency notice (the “Notice”) from The Nasdaq Stock Market (“Nasdaq”) informing the Company that it failed 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 American Depositary Shares (“ADSs”) of the Company 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 Company’s ADSs on The Nasdaq Capital Market. Pursuant to the Notice, the Company has been provided an initial compliance period of 180 calendar days, or until July 24, 2024, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the ADSs must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to July 24, 2024.
If the Company is unable to regain compliance by July 24, 2024, 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 ADSs, 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 ADSs and may, if appropriate, consider implementing available options to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.
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SIGNATURE
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: January 29, 2024 | Fresh2 Group Limited | |
| By: | /s/ Haohan Xu | |
| Name: | Haohan Xu | |
| Title: | Chief Executive Officer | |
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