Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the month of December 2023

 

Commission File Number 001-41385

 

Visionary Education Technology Holdings Group Inc.

(Translation of registrant’s name into English)

 

95 Moatfield Dr. First floor

Toronto, Ontario, Canada M3B 0A2

905-739-0593

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒             Form 40-F ☐

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

 

Annual General Meeting Result Announcement

 

On December 13, 2023, Visionary Education Technology Holdings Group Inc. (the “Company”) issued a press release (“Press Release”) announcing the results of its 2023 Annual General Meeting, which was held on December 11, 2023, in Toronto, Ontario, Canada. At the 2023 Annual General Meeting, the Company’s shareholders:

 

	(1)	Fixed the number of directors at 5 (five) and duly elected each of the nominees to the board of directors, except Mr. Peter Milliken, who did not stand for re-election at the 2023 Annual Shareholders Meeting due to his resignation. As a result, the Board of the Company is now comprised of four (4) directors, including three (3) independent directors;
	(2)	Approved the share consolidation proposal of combining every fifteen (15) pre-consolidation Common Shares into one (1) post-consolidation Common Share, which aims to increase the market price of individual shares and reduce the total number of outstanding shares;
	(3)	Approved the name change of the Company from “Visionary Education Technology Holdings Group Inc. ” to “Visionary Holdings Inc.”; and
	(4)	Approved and ratified the appointment of MNP LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024.

 

NASDAQ Extension Letter

 

In the Press Release, the Company also announced the receipt of a Nasdaq Extension Letter. On December 12, 2023, The Nasdaq Stock Market LLC. (“NASDAQ”) granted the Company an additional 180 calendar days, or until June 10, 2024, to regain compliance with the $1.00 per share minimum required for continued listing on The NASDAQ Capital Market pursuant to NASDAQ Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Rule”).

 

As previously reported, on June 14, 2023, the Company received a notification letter (the “Notice”) from NASDAQ, notifying the Company that, based upon the closing bid price for the last 31 consecutive business days, the Company no longer meets this requirement set forth under the Minimum Bid Price Rule. In accordance with the Nasdaq Listing Rules, the Company was provided with a 180-day compliance period to regain compliance with the Minimum Bid Price Rule, through December 11, 2023. The Company was unable to regain compliance with the Minimum Bid Price Rule by December 11, 2023. NASDAQ’s determination to grant the second compliance period 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 of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.

 

To regain compliance, the bid price of the Company’s common shares must close at or above $1.00 per share for a minimum of ten consecutive business days at any time during the second 180-day compliance period. The Company intends to monitor the closing bid price of its common shares and may, if appropriate, consider implementing available options, including effecting a reverse stock split. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Rule or maintain compliance with the other listing requirements necessary for the Company to maintain the listing of its common shares on The NASDAQ Capital Market.

 

The Notice has no effect on the listing of the Company’s common shares at this time and the Company’s common shares will continue to trade on The NASDAQ Capital Market under the symbol “GV”.

 

A copy of the Press Release regarding the above matters is attached hereto as Exhibit 99.1.

 

 

 

 

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Exhibit Index

 

Exhibit No.		Description
99.1		Press Release dated December 13, 2023, Announcing Results of 2023 Annual General Meeting and the Receipt of a Nasdaq Extension Letter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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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, thereto duly authorized.

 

	VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC.
Date:  December 13, 2023	By:	/s/ Fan Zhou
		Fan Zhou
		Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

Exhibit 99.1

 

Visionary Education Technology Holdings Group Inc.

Announces

Results of 2023 Annual General Meeting and Receipt of NASDAQ Extension Letter

 

TORONTO, Dec. 13, 2023 /PRNewswire/ -- Visionary Education Technology Holdings Group Inc. (the "Company") (NASDAQ: GV), a private education provider located in Canada, with subsidiaries in Canada and market partners in China, today announced the results of its 2023 Annual General Meeting, which was held on December 11, 2023, in Toronto, Ontario, Canada. At the Annual General Meeting, the Company’s shareholders:

 

(1) Fixed the number of directors at 5 (five) and duly elected each of the nominees to the board of directors, except Mr. Peter Milliken, who did not stand for re-election at the 2023 Annual Shareholders Meeting due to his resignation. As a result, the Board of the Company is now comprised of four (4) directors, including three (3) independent directors;

 

(2) Approved the share consolidation proposal of combining every fifteen (15) pre-consolidation Common Shares into one (1) post-consolidation Common Share, which aims to increase the market price of individual shares and reduce the total number of outstanding shares;

 

(3) Approved the name change of the Company from “Visionary Education Technology Holdings Group Inc. ” to “Visionary Holdings Inc.”; and

 

(4) Approved and ratified the appointment of MNP LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2024.

 

On December 12, 2023, the Company received notice from NASDAQ granting the Company an additional 180 calendar days, or until June 10, 2024, to regain compliance with the $1.00 per share minimum requirement for continued listing on The NASDAQ Capital Market pursuant to NASDAQ Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Rule”). To regain compliance, the bid price of the Company’s common shares must close at or above $1.00 per share for a minimum of ten consecutive business days at any time during the second 180-day compliance period. The Company intends to monitor the closing bid price of its common shares and may, if appropriate, consider implementing available options, including effecting a reverse share split. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Rule or maintain compliance with the other listing requirements necessary for the Company to maintain the listing of its common shares on The NASDAQ Capital Market.

 

About Visionary Education Technology Holdings Group Inc.

 

Visionary Education Technology Holdings Group Inc., headquartered in Toronto, Canada, is a private education provider located in Canada, with subsidiaries in Canada and market partners in China, that offers high-quality education resources to students around the globe. The Company aims to provide access to secondary, college, undergraduate and graduate and vocational education to students in Canada through technological innovation so that more people can learn, grow and succeed to their full potential. As a fully integrated provider of educational programs and services in Canada, the Company has been serving and will continue to serve both Canadian and international students. For more information, visit the Company's website at https://ir.visiongroupca.com/.

 

Forward-Looking Statements

 

All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "believes," "expects," "anticipates," "estimates," "intends," "would," "continue," "should," "may," or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and in its other filings with the SEC.

 

For more information, please contact:

Visionary Education Technology Holdings Group Inc.

Investor Relations Department

Email: [e-mail]

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