UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
July 16, 2024
Commission
File Number: 001-41335
JE
CLEANTECH HOLDINGS LIMITED
(Exact
name of Registrant as specified in its charter)
Cayman
Islands
(Jurisdiction
of incorporation or organization)
3
Woodlands Sector 1
Singapore
738361
(Address
of principal executive offices)
Bee
Yin Hong, CEO
Tel:
+65 6368 4198
Email:
Elise.hong@jcs-echigo.com.sg
3
Woodlands Sector 1
Singapore
738361
(Name,
Telephone, email and/or fax number and address of Company Contact Person)
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 ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report
to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that
the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the
subject of a Form 6-K submission or other Commission filing on EDGAR.
Grant
of Temporary Exception to remain listed on Nasdaq
On
July 15, 2024, JE Cleantech Holdings Limited (Company”) received a letter (the “Exception Letter”) from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”). The Exception Letter gave the Company a temporary exception
to regain compliance with The Nasdaq Stock Market LLC’s (“Nasdaq” or the “Exchange”) Listing Rule 5550(a)(2)
(the “Bid Price Rule”).”
The
Exception Letter stated:
Accordingly,
the Company is granted an exception until December 6, 2024, to effect the reverse stock split and thereafter regain compliance with the
Bid Price Rule, subject to the milestones outlined below. In the event the Company fails to regain compliance with the Bid Price Rule
by that date, its securities will be delisted.
| |
1. |
On
or before November 14, 2024, the Company shall obtain shareholders approval for a reverse stock split at a ratio that satisfies the
minimum requirement in the Bid Price Rule; |
| |
|
|
| |
2. |
On
or before November 21, 2024, the Company shall effect a reverse stock split and, thereafter, maintain a $1 closing bid price for a
minimum of ten consecutive business days; |
| |
|
|
| |
3. |
On
or before December 6, 2024, the Company shall have demonstrated compliance with the Bid Price Rule, by evidencing a closing bid price
of $1 or more per share for a minimum of ten consecutive trading sessions. |
The
Panel reserves the right to reconsider the terms of this exception based on any event, condition or circumstance that exists or develops
that would, in the opinion of the Panel, make continued listing of the Company’s securities on the Exchange inadvisable or unwarranted.
In that regard, the Panel advises the Company that it is a requirement during the exception period that the Company provide prompt notification
of any significant events that occur during this time that may affect the Company’s compliance with Nasdaq requirements. This includes,
but is not limited to, prompt advance notice of any event that may call into question the Company’s ability to meet the terms of
the exception granted.
Ms.
HONG Bee Yin, CEO and Founder of JE Cleantech stated: “We are pleased that the Hearings Panel has granted the Company this temporary
exception because we recognize the value to our shareholders of the Nasdaq listing and intend to meet the milestones set by the Hearings
Panel and remain listed.”
On
July 16, 2024, the Company issued a press release related to the grant of the temporary exception and the Exception Letter described
above. (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Report on Form 6-K.
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, thereunto duly authorized.
| Date:
July 17, 2024 |
JE
CLEANTECH HOLDINGS LIMITED |
|
|
|
|
|
|
By:
|
/s/
LONG Jia Kwang |
|
|
|
LONG
Jia Kwang |
|
|
|
Chief
Financial Officer and Director |
EXHIBIT
INDEX
Exhibit
No.
Exhibit
99.1
JE
Cleantech Holdings Limited Announces Grant of Temporary Exception to remain listed on Nasdaq
JE
Cleantech Holdings Limited
SINGAPORE,
July 16, 2024 (GLOBE NEWSWIRE) — JE Cleantech Holdings Limited (Nasdaq: JCSE), a precision cleaning and cleantech equipment manufacturer,
announced that on July 15, 2024, it received a letter (the “Exception Letter”) from the Listing Qualifications Department
of The Nasdaq Stock Market LLC (“Nasdaq”). The Exception Letter gave the Company a temporary exception to regain compliance
with The Nasdaq Stock Market LLC’s (“Nasdaq” or the “Exchange”) Listing Rule 5550(a)(2) (the “Bid
Price Rule”).
The
Exception Letter stated:
Accordingly,
the Company is granted an exception until December 6, 2024, to effect the reverse stock split and thereafter regain compliance with the
Bid Price Rule, subject to the milestones outlined below. In the event the Company fails to regain compliance with the Bid Price Rule
by that date, its securities will be delisted.
| 1. | On
or before November 14, 2024, the Company shall obtain shareholders approval for a reverse
stock split at a ratio that satisfies the minimum requirement in the Bid Price Rule; |
| | | |
| 2. | On
or before November 21, 2024, the Company shall effect a reverse stock split and, thereafter,
maintain a $1 closing bid price for a minimum of ten consecutive business days; |
| | | |
| 3. | On
or before December 6, 2024, the Company shall have demonstrated compliance with the Bid Price
Rule, by evidencing a closing bid price of $1 or more per share for a minimum of ten consecutive
trading sessions. |
The
Panel reserves the right to reconsider the terms of this exception based on any event, condition or circumstance that exists or develops
that would, in the opinion of the Panel, make continued listing of the Company’s securities on the Exchange inadvisable or unwarranted.
In that regard, the Panel advises the Company that it is a requirement during the exception period that the Company provide prompt notification
of any significant events that occur during this time that may affect the Company’s compliance with Nasdaq requirements. This includes,
but is not limited to, prompt advance notice of any event that may call into question the Company’s ability to meet the terms of
the exception granted.
“We
are pleased that the Hearings Panel has granted the Company this temporary exception because we recognize the value to our shareholders
of the Nasdaq listing and intend to meet the milestones set by the Hearings Panel and remain listed,” stated Ms. HONG Bee Yin,
CEO and Founder of JE Cleantech.
About
JE Cleantech Holdings Limited
JE
Cleantech Holdings Limited is based in Singapore and is principally engaged in (i) the sale of cleaning systems and other equipment;
and (ii) the provision of centralized dishwashing and ancillary services. Through its subsidiary, JCS-Echigo Pte Ltd, the company designs,
develops, manufactures, and sells cleaning systems for various industrial end-use applications primarily to customers in Singapore and
Malaysia. Its cleaning systems are mainly designed for precision cleaning, with features such as particle filtration, ultrasonic or megasonic
rinses with a wide range of frequencies, high pressure drying technology, high flow rate spray, and deionized water rinses, which are
designed for effective removal of contaminants and to minimize particle generation and entrapment. The Company also has provided centralized
dishwashing services, through its subsidiary, Hygieia Warewashing Pte Ltd, since 2013 and general cleaning services since 2015, both
mainly for food and beverage establishments in Singapore. For more information about JE Cleantech, please visit our website: www.jecleantech.sg.
Forward-Looking
Statements
Certain
statements 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 find many (but not all)
of these statements by the use of words such as “may,” “will,” “should,” “believe,” “expect,”
“could,” “intend,” “plan,” “anticipate,” “estimate,” “continue,”
“predict,” “project,” “potential,” “target,” “goal,” or other similar expressions
in this announcement. These forward-looking statements include, without limitation, the Company’s expectations with respect to
future performance and anticipated potential financial impacts. 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
Form 20-F, and other filings with the United States Securities and Exchange Commission.
Contact:
Jason
Long
Email
address: enquiry@jecleantech.sg
Phone
number: +65 63684198
Other
number: +65 66029468
Exhibit
99.2
Sent
via electronic delivery
July
15, 2024
Henry
Schlueter
Schlueter
& Associates, P.C.
5655
South Yosemite St., Suite 350
Greenwood Village, CO 80111
| RE: |
JE Cleantech Holdings Limited (Symbol: JCSE)
Nasdaq Listing
Qualifications Hearings
Docket
No. NQ 6923C-24 |
Dear
Mr. Schlueter:
Based
on its review of the written record, the Nasdaq Hearings Panel (“Panel”) has determined to grant JE Cleantech
Holdings Limited (the “Company”) a temporary exception to regain compliance with The Nasdaq Stock Market LLC’s
(“Nasdaq” or the “Exchange”) Listing Rule 5550(a)(2) (the “Bid Price Rule”). The Company has
represented that it intends to effect a reverse stock split if necessary to regain compliance no later than November 21,
2024, and described the actions it intends to take to be able to meet that timeline.
Accordingly,
the Company is granted an exception until December 6, 2024, to effect the reverse stock split and thereafter regain compliance with the
Bid Price Rule, subject to the milestones outlined below. In the event the Company fails to regain compliance with the Bid Price Rule
by that date, its securities will be delisted.
| 1. | On
or before November 14, 2024, the Company shall obtain shareholders approval for a reverse
stock split at a ratio that satisfies the minimum requirement in the Bid Price Rule; |
| 2. | On
or before November 21, 2024, the Company shall effect a reverse stock split and, thereafter,
maintain a $1 closing bid price for a minimum of ten consecutive business days; |
| 3. | On
or before December 6, 2024, the Company shall have demonstrated compliance with the Bid Price
Rule, by evidencing a closing bid price of $1 or more per share for a minimum of ten consecutive
trading sessions. |
The
Panel reserves the right to reconsider the terms of this exception based on any event, condition or circumstance that exists or develops
that would, in the opinion of the Panel, make continued listing of the Company’s securities on the Exchange inadvisable or unwarranted.
In that regard, the Panel advises the Company that it is a requirement during the exception period that the Company provide prompt notification
of any significant events that occur during this time that may affect the Company’s compliance with Nasdaq requirements.
This includes, but is not limited to, prompt advance notice of any event that may call into question the Company’s ability to meet
the terms of the exception granted.
In
addition, any compliance document will be subject to review by the Panel, which may, in its discretion, request additional information
before determining that the Company has complied with the terms of the exception. The Company should assess its disclosure obligations
with respect to the materiality of the Panel’s decision and determine what public disclosures of the decision and its terms are
appropriate.
The
Company may request that the Nasdaq Listing and Hearing Review Council review this decision. A written request for review must be received
within 15 days from the date of this decision and should be sent by e-mail to the Office of Appeals and Review at appeals@nasdaq.com.
Pursuant to Nasdaq Listing Rule 5820(a), the Company must submit a fee of $15,000.00 to The Nasdaq Stock Market LLC to cover the cost
of the review. Instructions for submitting the fee are available here. Please include evidence of this payment with the e-mailed
request for review by attaching a PDF copy of the wire instructions or check.
The
Company should be aware that the Nasdaq Listing and Hearing Review Council may, on its own motion, determine to review any Panel decision
within 45 calendar days after issuance of the written decision. If the Listing Council determines to review this decision, it may affirm,
modify, reverse, dismiss or remand the decision to the Panel. The Company will be immediately notified in the event the Listing Council
determines that this matter will be called for review.
Should
you have any questions, please do not hesitate to contact me at (301) 978-8417.
Sincerely,
Alejandro
Aguayo
Hearings Advisor
Nasdaq
Office of General Counsel
JE Cleantech (NASDAQ:JCSE)
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