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: +86-512-5268-0988
Email: investor_relations@sutorcn.com
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