Current Report Filing (8-k)
September 17 2019 - 2:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
September 17, 2019 (September 11, 2019)
Bat Group, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
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001-36055
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45-4077653
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Room 104, No. 33 Section D,
No. 6 Middle Xierqi Road,
Haidian District, Beijing, China
(Address of Principal Executive Offices)
+86 (010) 59441080
(Issuer’s telephone number)
(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 to the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001
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GLG
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Nasdaq Capital Market
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Item 8.01 Other Events.
Nasdaq Compliance
On September 16, 2019,
Bat Group, Inc. (the “Company”) received a written notification from the NASDAQ Stock Market Listing Qualifications
Staff (the “Staff”) indicating that the Company has regained compliance with the shareholder approval requirements
set forth in Listing Rule 5635(d) and the Listing of Additional Shares notification requirements under Listing Rule 5250(e)(2)(D)
for continued listing on the NASDAQ Capital Market based on the Staff’s review of the Company’s submitted materials.
Formation of Risk Committee
As disclosed in the
Company’s Current Report on Form 8-K dated July 18, 2019, the Company agreed to adopt and maintain certain corporate governance
reforms (the “Reforms”) for at least three years following the final order and judgment approving the settlement
of the shareholder derivative action on July 11, 2019.
As part of the Reforms,
on September 11, 2019, the board of directors of the Company (the “Board’) adopted a resolution formally designating
its Audit Committee to act concomitantly as a Risk Committee. The Risk Committee’s duties shall specifically include:
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Meeting at least twice annually, in executive
sessions at which management directors are not present;
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Monitoring the Company and employee compliance
with all risk assessment and reporting procedures;
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Identifying material risks relating to
the Company’s internal controls, as well as relevant considerations relating to the Company’s disclosures of these
risks; and
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Monitoring annual training sessions for
the Board covering the following topics:
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o
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Public company reporting.
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The Risk Committee
shall consist of Kecen Liu, Siyuan Zhu, and Jialin Cui, where Ms. Siyuan Zhu serves as the chairwoman. All members of our Risk
Committee are qualified as independent under the current definition promulgated by The Nasdaq Stock Market LLC.
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.
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BAT GROUP, INC.
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Date: September 17, 2019
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By:
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/s/ Jiaxi Gao
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Name:
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Jiaxi Gao
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Title:
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Chief Executive Officer
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