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): October 1, 2018
CHINA GREEN AGRICULTURE, INC.
(Exact name of Registrant as specified in charter)
| Nevada | 001-34260 | 36-3526027 | ||
| (State or other jurisdiction | (Commission File No.) | (IRS Employer | ||
| of Incorporation) | Identification No.) |
3rd floor, Borough A, Block A. No. 181, South Taibai Road,
Xi’an, Shaanxi province, PRC 710065
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (+86) 29-88231591
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 (17CFR230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
(a) On October 1, 2018, the New York Stock Exchange (“NYSE”) notified China Green Agriculture, Inc, (the “Company”) that the 30-trading-day average closing price of the Company’s common stock had fallen below $1.00 per share, the minimum average share price required for continued listing of the Company’s common stock on the NYSE under Rule 802.01C of the NYSE Listed Company Manual.
Under NYSE rules, the Company has 10 business days from its receipt of the notification to inform the NYSE of its intent to cure the share price deficiency to return to compliance with this continued listing standard.
In order to return to compliance with this continued listing standard, the ending and 30-trading-day average share price of the Company’s common stock must equal or exceed $1.00 on April 1, 2019 (six months from the Company’s receipt of the notification, unless extended) or on the last trading day of any month prior to that date. No later than October 11, 2018, the Company will notify the NYSE of its intent to cure the share price deficiency and regain compliance with this continued listing standard.
On October 5, 2018, as required by NYSE rules, the Company issued a press release announcing that it had received the notification of non-compliance. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) The
exhibit to this current report on Form 8-K is listed in the Exhibit Index, which appears at the end of this report and is
incorporated herein by reference.
1
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.
| CHINA GREEN AGRICULTURE, INC. | ||
| By: | /s/ Zhuoyu “Richard” Li | |
| Name: | Zhuoyu “Richard” Li | |
| Title: | Chief Executive Officer | |
| Date: | October 5, 2018 | |
2
Exhibit 99.1
China Green Agriculture, Inc. Receives Continued Listing Standards Notice from the New York Stock Exchange
Xi’an, China, Oct. 05, 2018 (GLOBE NEWSWIRE) -- On October 1, 2018, China Green Agriculture, Inc (NYSE:CGA) (the “Company”) was notified by the New York Stock Exchange (“NYSE”) that the 30-trading-day average closing price per share of the Company’s common stock was below $1.00, which is the minimum average share price required for continued listing under NYSE rules.
As required by NYSE rules, no later than October 11, 2018, the Company will notify the NYSE of its intent to cure the share price deficiency and to return to compliance with this continued listing standard. Under NYSE rules, the Company has six months (subject to possible extension) to regain compliance with this continued listing standard and avoid delisting. In particular, each of the ending and 30-trading-day average share prices of the Company’s common stock must equal or exceed $1.00 on April 1, 2019 (unless extended) or on the last trading day of any month prior to that date.
The Company’s common stock continues to be listed and traded on the NYSE, subject to the Company’s compliance with other NYSE continued listing requirements. The NYSE notification does not affect the Company’s business operations or its Securities and Exchange Commission reporting obligations. The NYSE notification does not conflict with or cause an event of default under any of the Company’s material debt arrangements or other agreements.
About China Green Agriculture, Inc.
The Company produces and distributes humic acid-based compound fertilizers, other varieties of compound fertilizers and agricultural products through its wholly-owned subsidiaries, i.e.: Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. (“Jinong”), Beijing Gufeng Chemical Products Co., Ltd ("Gufeng") and a variable interest entities: Xi'an Hu County Yuxing Agriculture Technology Development Co., Ltd. ("Yuxing"), Shaanxi Lishijie Agrochemical Co., Ltd. (“Lishijie”), Songyuan Jinyangguang Sannong Service Co., Ltd. (Jinyangguang”), Shenqiu County Zhenbai Agriculture Co., Ltd. (“Zhenbai Argi”), Weinan City Linwei District Wangtian Agricultural Materials Co., Ltd. (“Wangtian”), Aksu Xindeguo Agricultural Materials Co., Ltd. (Xindeguo”), Xinjiang Xinyulei Eco-agriculture Science and Technology Co., Ltd. (“Xinyulei”), Sunwu Xiangrong Agricultural Materials Co., Ltd. (Xiangrong), and Anhui Fengnong Seed Co. Ltd. (Fengnong). For more information, visit http://www.cgagri.com. The Company routinely posts important information on its website.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning the Company's business, products and financial results. The Company's actual results may differ materially from those anticipated in the forward-looking statements depending on a number of risk factors including, but not limited to, the following: general economic, business and environment conditions, development, shipment, market acceptance, additional competition from existing and new competitors, changes in technology, the execution of its ten-year growth plan, a satisfactory conclusion of the pending securities class action litigation and various other factors beyond the Company's control. All forward-looking statements are expressly qualified in their entirety by this Safe Harbor Statement and the risk factors detailed in the Company's reports filed with the SEC. China Green Agriculture undertakes no duty to revise or update any forward-looking statements to reflect events or circumstances after the date of this release, except as required by applicable law or regulations.
For more information, please contact:
China Green Agriculture, Inc.
Tel: +86-29-88266500
Email: info@cgagri.com
SOURCE: China Green Agriculture, Inc.