Form 8-K - Current report

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

 

January 15, 2025

Date of Report (Date of earliest event reported)

 

SPI Energy Co., Ltd.

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands		001-37678		20-4956638
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

4803 Urbani Ave. McClellan Park, CA		95652
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

N/A
(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

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares		SPI		The NASDAQ Global Select Market

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 15, 2025, Maurice Wai-fung Ngai, an independent director of the Board of Directors and a member of the Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee of SPI Energy Co., Ltd. (the "Company"), as well as the Chairman of the Audit Committee, informed the Company of his decision to resign from the Board of Directors and all committees, effective January, 16, 2025. Mr. Ngai did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices. However, Mr. Ngai expressed his concerns about the Company’s ongoing cash flow issues, which he believe has resulted in the Company not adequately addressing its material weaknesses, not maintaining adequate D&O insurance, not timely paying its expenses (including director compensation of approximately US$398,000 that is owed to him), and the difficulty of the Company to comply in a timely manner with its reporting obligations under the Securities Exchange Act of 1934.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

99.1		Resignation Letter dated January 15, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

 

 

 

 

2

 

 

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.

 

	SPI ENERGY CO., LTD.
February 5, 2025	By:	/s/ Xiaofeng Peng
		Xiaofeng Peng
		Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

Exhibit 99.1

 

(For Immediate Attention)

By email

 

 

The Board of Directors

SPI ENERGY CO., LTD. (the "Company")

 

15 January 2025

 

Dear Sirs

 

NOTICE OF RESIGNATION

 

I hereby inform you that I will resign from the Company as an independent director, the Chairman of Audit Committee, the members of Nominating and Corporate Governance Committee and Compensation Committee with effect from 16 January 2025.

 

During my tenure, I diligently performed my above-mentioned roles and kept monitoring the work of the Company's management through queries at the board and committees' meetings and enquiries with the Company's management and request for information from time to time. Unfortunately, due to a constant cashflow problem, the Company had been operating unsatisfactorily and was managed at a standard below my expectation, which includes, among others, the Company's management failed to devote resources and time to address those material weaknesses of the Company, arrange D&O insurance for directors and timely pay daily expenses, for example, director's compensation. The situation persisted without sign of improvement. Also because of this, there was the failure of the Company to comply with its filing obligations under the Securities Exchange Act of 1934 and the Company failed to file the annual report for 2023 by the prescribed deadline, and therefore, The Nasdaq Hearings Panel had determined to suspense the trading of the Company's securities on Nasdaq on 15 January 2025. Up to the date of this letter, The Company has owed me an amount of approximately USD398,000, being the outstanding director's fee from 11 February 2021 and accrued up to 15 January 2025.

 

With the above note, please acknowledge my resignation with reluctance and arrange for the relevant press release. And I look forward to the earliest settlement of the aforesaid director's fee.

 

 

Yours sincerely,

 

 

 

/s/ Maurice Wai-fung Ngai

Maurice Wai-fung Ngai

Cover	Jan. 15, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 15, 2025
Entity File Number	001-37678
Entity Registrant Name	SPI Energy Co., Ltd.
Entity Central Index Key	0001210618
Entity Tax Identification Number	20-4956638
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	4803 Urbani Ave.
Entity Address, City or Town	McClellan Park
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95652
City Area Code	(408)
Local Phone Number	919-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares
Trading Symbol	SPI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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