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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2023
Commission File Number: 001-41660
YanGuFang International Group Co., Ltd.
3/F, Building 3
33 Suhong Road, Minhang District
Shanghai, China, 201100
(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 REPORT ON FORM
6-K
On November 15, 2023, YanGuFang
International Group Co., Ltd. (the “Company”) received a staff determination letter (the “Letter”) from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company of its noncompliance with the Nasdaq
Listing Rule 5250 (c)(1) for continued listing due to its failure to file its Annual Report on Form 20-F for the fiscal year ended June
30, 2023 (“Form 20-F”) in a timely manner.
Pursuant to the Letter, the
Company has 60 calendar days to submit to Nasdaq a plan to regain compliance from the date of receipt of the Letter and if the plan is
accepted by Nasdaq, the Company will be granted an exception of up to 180 calendar days from the Form 20-F’s due date, or until
May 13, 2024, to regain compliance.
The Letter further stated
that if the plan is not accepted by Nasdaq, the Company will have the opportunity to appeal that decision to a Hearing Panel pursuant
to the Nasdaq Listing Rule 5815(a).
The Letter has no immediate
impact on the listing of the Company’s ordinary shares on the Nasdaq Capital Market.
The Company is working diligently
on the Form 20-F and intends to file the Form 20-F as promptly as possible in order to regain compliance with the Nasdaq Listing Rule
5250(c)(1). However, if the Company fails to file the Form 20-F by January 16, 2024, the Company will submit a plan by such date to Nasdaq
that outlines the steps the Company will take to file the Form 20-F.
On
November 17, 2023, the Company issued a press release announcing its receipt of the Letter. A copy of the press release is filed as Exhibit
99.1 to this Report on Form 6-K and is incorporated herein by reference.
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.
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YanGuFang International Group Co., Ltd. |
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| Date: November 17, 2023 |
By: |
/s/ Junguo He |
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Name: |
Junguo He |
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Title: |
Chief Executive Officer |
EXHIBIT INDEX
3
Exhibit 99.1
YanGuFang Receives
NASDAQ Notice Related to Late Filing of Form 20-F
SHANGHAI, China, November
17, 2023 (GLOBE NEWSWIRE) -- YanGuFang International Group Co., Ltd. (the “Company” or “YanGuFang”) (Nasdaq:
YGF), a health food company primarily engaged in the production, sourcing, research and development, and sales and distribution of oat
and grain products across China and internationally, today announced that it has received a staff determination letter (the “Letter”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company of its noncompliance
with the Nasdaq Listing Rule 5250 (c)(1) for continued listing due to its failure to file its Annual Report on Form 20-F for the fiscal
year ended June 30, 2023 (“Form 20-F”) in a timely manner.
Pursuant to the Letter,
the Company has 60 calendar days to submit to Nasdaq a plan to regain compliance from the date of receipt of the Letter and if the plan
is accepted by Nasdaq, the Company will be granted an exception of up to 180 calendar days from the Form 20-F’s due date, or until
May 13, 2024, to regain compliance.
The Letter further stated
that if the plan is not accepted by Nasdaq, the Company will have the opportunity to appeal that decision to a Hearing Panel pursuant
to the Nasdaq Listing Rule 5815(a).
The Letter has no immediate
impact on the listing of the Company’s ordinary shares on the Nasdaq Capital Market.
The Company is working
diligently on the Form 20-F and intends to file the Form 20-F as promptly as possible in order to regain compliance with the Nasdaq Listing
Rule 5250(c)(1). However, if the Company fails to file the Form 20-F by January 16, 2024, the Company will submit a plan by such date
to Nasdaq that outlines the steps the Company will take to file the Form 20-F.
About YanGuFang International
Group Co., Ltd.
YanGuFang is a health
food company engaged in the production, sourcing, research and development, sales and distribution of natural oat and whole grain products.
The Company is committed to improving human health through its research to explore the nutritional benefits of its products. The Company
has developed over 80 products in its natural oat and whole grain series. For more information, please visit the Company’s website at
http://ir.ygfang.com/.
Forward-Looking Statements
This
press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions
and other statements that are other than statements of historical facts. Investors can identify these forward-looking statements by words
or phrases such as “approximates,” “assesses,” “believes,” “hopes,” “expects,” “anticipates,”
“estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,”
“could,” “may” or similar expressions. These forward-looking statements are not guarantees of future performance and
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, which may
cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. The risks and
uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding the Company’s ability to
develop and sell new or improved products and services, raise capital, deliver customer orders timely, execute its business plans, and
attract and retain customers and skilled professionals; risks and uncertainties regarding fluctuations in earnings, fluctuations in foreign
exchange rates, and general economic conditions affecting the Company’s
industry and other risks contained in reports filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”).
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 filings with the SEC, which are available, free of charge, on
the SEC’s website at www.sec.gov.
For investor and media inquiries please contact:
YanGuFang International Group Co., Ltd.
Investor Relations Department
Email: ir@yangufang.com
Christensen Advisory
Jenny Lam
Assistant Vice President
Phone: +852.2232.3928
Email: jenny.lam@christensencomms.com
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