SGOC SGOCO Group Ltd

 

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 August, 2015

 

Commission File Number: 1-35016

 

SGOCO Group, Ltd.

 

Suite 1503, Sino Plaza

255-257 Gloucester Road

Causeway Bay

Hong Kong

(Address of principal executive office)

 

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 x      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): ¨

 

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): ¨

 

This report is hereby incorporated by reference to the Registration Statement on Form F-3 (File No. 333-176437) of the Company.

 

 

 

 

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.

 

	SGOCO Group, Ltd.
Date:  August 13, 2015	By: /s/ Shi-bin Xie
	Shi-bin Xie
	President and Chief Executive Officer

 

 

 

   

Exhibit Index

 

Exhibit Number

Description

 

99.1	SGOCO Group, Ltd. Announces Extension of Time to Cure Deficiency

 

 

 

 

Exhibit 99.1

 

 

SGOCO Group, Ltd. Announces Extension of Time to Cure Deficiency

 

 

Hong Kong, August 12, 2015 – On August 11, 2015, SGOCO Group, Ltd. (the “Company”) received a letter from the NASDAQ Stock Market LLC (“Nasdaq”) granting the Company an additional 180 days to regain compliance with the minimum bid price requirement set forth in Nasdaq Rules for continued listing on The Nasdaq Capital Market. The Company has until February 8, 2016 to regain compliance. The Company’s eligibility for the additional period was based on 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 at any time during this additional time period, the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of ten consecutive business days, Nasdaq will provide written confirmation of compliance and the matter will be closed. If compliance cannot be demonstrated by February 8, 2016, Nasdaq will provide written notification that the Company’s stock will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Hearings Panel (the “Panel”). If the Company appeals, it will be asked to provide a plan to regain compliance to the Panel.

 

The Company intends to seek stockholder approval of amendments to the Company’s Amended and Restated Articles of Association to effect a reverse stock split. If the proposal is approved by the Company’s stockholders, it will be implemented by the Company’s board of directors if the board of directors determines that a reverse stock split is in the best interests of the Company and its stockholders. There can be no assurance that the proposal will be approved by stockholders, or that the proposal, if approved, would be sufficient to permit the Company to regain compliance with the minimum bid price requirement.

 

About SGOCO Group, Ltd.

 

SGOCO Group, Ltd. is focused on product design, brand development and distribution in the Chinese display market, including computer monitors, All-In-One (“AIO”) and Parts-In-One (“PIO”) computers and application specific products. SGOCO sells its products and services in the China market and abroad. For more information about SGOCO, please visit our investor relations website http://www.sgocogroup.com.

 

For investor and media inquiries, please contact:

 

SGOCO Group, Ltd.

 

Shi-bin Xie
President and Chief Executive Officer
Tel: +852 2501 0128
Email: ir@sgoco.com

  

 

Safe Harbor and Informational Statement

 

This announcement contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including, without limitation, those with respect to the objectives, plans and strategies of the Company set forth herein and those preceded by or that include the words "believe," "expect," "anticipate," "future," "will," "intend," "plan," "estimate" or similar expressions, are "forward-looking statements". Forward-looking statements in this release include, without limitation, the effectiveness of the Company’s multiple-brand, multiple channel strategy and the transitioning of its product development and sales focus and to a "light-asset" model, Although the Company's management believes that such forward-looking statements are reasonable, it cannot guarantee that such expectations are, or will be, correct. These forward looking statements involve a number of risks and uncertainties, which could cause the Company's future results to differ materially from those anticipated. These forward-looking statements can change as a result of many possible events or factors not all of which are known to the Company, which may include, without limitation, requirements or changes adversely affecting the LCD and LED market in China; fluctuations in customer demand for LCD and LED products generally; our success in promoting our brand of LCD and LED products in China and elsewhere; our ability to have effective internal control over financial reporting; our success in designing and distributing products under brands licensed from others; management of sales trend and client mix; possibility of securing loans and other financing without efficient fixed assets as collaterals; changes in government policy in China; the fluctuations and competition in sales and sale prices of LCD and LED products in China; China's overall economic conditions and local market economic conditions; our ability to expand through strategic acquisitions and establishment of new locations; compliance with government regulations; legislation or regulatory environments; geopolitical events, and other events and/or risks outlined in SGOCO's filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F and other filings. All information provided in this press release and in the attachments is as of the date of the issuance, and SGOCO does not undertake any obligation to update any forward-looking statement, except as required under applicable law.