Current Report Filing (8-k)

 

 

 

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 5, 2015

 

 

SUTOR TECHNOLOGY GROUP LIMITED

 

(Exact name of registrant as specified in its charter)

 

 

Nevada	001-33959	87-0578370
(State of Incorporation)	(Commission File No.)	(IRS Employer ID No.)

 

 

No. 8, Huaye Road

Dongbang Industrial Park

Changshu, China 215534

 

(Address of Principal Executive Offices)

 

(86) 512-52680988

Registrant’s Telephone Number, Including Area Code:

 

 

 

(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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR.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))

 

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As previously disclosed, on August 8, 2014, Sutor Technology Group Limited (the “Company”) was notified by the Listing Department of The NASDAQ Stock Market (“NASDAQ”) that the Company is not in compliance with the $1.00 minimum closing bid price requirement under the NASDAQ Listing Rules (the “Minimum Closing Bid Price”) and the Company was afforded 180 calendar days, or until February 4, 2015, to regain compliance with the requirement of Minimum Closing Bid Price. In that regard, the Company was not able to regain compliance by February 4, 2015 to cure the deficiency. On February 5, 2015, the Company received notice from NASDAQ indicating that NASDAQ determined that the Company is eligible for an additional 180 calendar day period, or until August 3, 2015 (the “Second Compliance Period”), to cure the deficiency. NASDAQ’s determination was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the NASDAQ Capital Market with the exception of the bid price requirement. The Company provided NASDAQ a written notice of its intention to cure the deficiency during the Second Compliance Period by effecting a reverse stock split, if necessary.

 

If at any time during the Second Compliance Period, the closing bid price of the Company’s common stock is at least $1 per share for a minimum of 10 consecutive business days, the Company will regain compliance, unless staff of NASDAQ, in its discretion, requires the Company to maintain a bid price of at least $1.00 per share for a period in excess of 10 consecutive business days. If the Company cannot demonstrate compliance by August 3, 2015, the Company’s common stock will be delisted. At that time, the Company may appeal NASDAQ’s determination to a Hearings Panel.

 

The Company issued a press release on February 6, 2015, disclosing receipt of the notice letter. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit	Description
99.1	Press release dated February 6, 2015.

 

 

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.

 

 

Sutor Technology Group Limited
Date: February 6, 2015
/s/ Lifang Chen
Chief Executive Officer

 

 

EXHIBIT INDEX

 

Exhibit	Description
99.1	Press release dated February 6, 2015.

 

 

 

Exhibit 99.1

 

 

 

 

Sutor Technology Group Limited Received an Additional Compliance Period to Satisfy the Minimum Bid
Price Requirement

 

CHANGSHU, China, February 6, 2015 -- Sutor Technology Group Limited (the "Company" or "Sutor") (Nasdaq: SUTR), one of the leading China-based manufacturers and service providers for fine finished steel products used by a variety of downstream applications, today announced that on February 5, 2015 it received a letter from the staff of the Listing Qualification of the Nasdaq Stock Market LLC (“NASDAQ”), indicating that the Company was granted an additional 180 calendar day period, or until August 3, 2015 to satisfy with the $1.00 minimum closing bid price requirement under the Nasdaq Listing Rules.

 

NASDAQ’s determination was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the NASDAQ Capital Market with the exception of the bid price requirement, and the Company’s written notice to NASDAQ stating its intention to cure the deficiency during the additional compliance period by effecting a reverse stock split, if necessary.

 

The NASDAQ notification letter has no immediate effect on the listing or trading of the Company's common stock on the NASDAQ Capital Market. The Company will consider all available options to resolve the deficiency and regain compliance during the second compliance period.

 

About Sutor Technology Group Limited

 

Sutor is one of the leading China-based manufacturers and service providers for high-end fine finished steel products and welded steel pipes used by a variety of downstream applications. The Company utilizes a variety of in-house developed processes and technologies to convert steel manufactured by third parties into fine finished steel products, including hot-dip galvanized steel, pre-painted galvanized steel, acid-pickled steel, cold-rolled steel and welded steel pipe products. In addition, the Company offers fee-based steel processing services and sells fine finished steel products through electronic commerce platforms. To learn more about the Company, please visit http://www.sutorcn.com/en/index.php.

 

Forward-Looking Statements

 

This press release includes certain statements that are not descriptions of historical facts, but are “forward-looking statements” in nature within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, among others, those concerning our expected financial performance, liquidity and strategic and operational plans, our future operating results, our expectations regarding the market for our products, our expectations regarding the steel market, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause our actual results to differ materially from those anticipated, expressed or implied in the forward-looking statements. These risks and uncertainties include, but not limited to, the factors mentioned in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended June 30, 2014, and other risks mentioned in our other reports filed with the Securities Exchange Commission (“SEC”). Copies of filings made with the SEC are available through the SEC's electronic data gathering analysis retrieval system (EDGAR) at http://www.sec.gov. The words "believe," "expect," "anticipate," "project," "targets," "optimistic," "intend," "aim," "will" or similar expressions are intended to identify forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The Company assumes no obligation and does not intend to update any forward-looking statements, except as required by law.

 

For more information, please contact:
Investor Relations
Sutor Technology Group Limited
Tel: [phone]

Email: [e-mail]