Report of Foreign Issuer (6-k)
November 19 2019 - 4:31PM
Edgar (US Regulatory)
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
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of November
2019
Commission File Number
001-37593
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BORQS TECHNOLOGIES, INC.
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(Translation of registrant’s name into English)
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Building B23-A,
Universal Business Park
No. 10 Jiuxianqiao Road
Chaoyang District, Beijing 100015, China
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(Address of principal executive offices)
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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.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On November
13, 2019, Borqs Technologies, Inc. (the “Company”) received a notice (the “Notice”) from the Staff of
the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating
that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it did not file its Annual Report on Form 20-F
for the fiscal year ended December 31, 2018 by November 11, 2019, the extended deadline previously approved by the Staff for filing
such report. Therefore, the Company’s ordinary shares may be subject to delisting from The Nasdaq Capital Market unless
the Company timely requests a hearing before a Nasdaq Hearings Panel (the “Panel”).
The Company
intends to appeal the Staff’s determination and regain compliance with the applicable Nasdaq listing requirements by the
time it completes the appeal process. However, there can be no assurance that the Company will be able to satisfy the applicable
listing requirements. The request for a hearing will automatically stay the suspension of the Company’s securities for a
period of 15 days from the date of the request. The Company intends to request a further stay of the suspension to remain in place
until the hearing by the Panel takes place and the Panel issues a decision; however, there can be no assurance that such extended
stay will be granted.
Attached
to this report on Form 6-K as Exhibit 1 is a copy of the press release of the Company, dated November 19, 2019, to announce its
receipt of the Notice and its plans in response thereto.
Forward-Looking Statements
The information
above includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical
facts, included herein are forward-looking statements. These forward-looking statements may be identified by their use of terms
and phrases such as “may,” “expect,” “estimate,” “project,” “plan,”
“believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,”
“potential,” “should,” “could,” and similar terms and phrases. Although the Company believes
that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks
and uncertainties. These forward-looking statements represent the Company’s current expectations or beliefs concerning future
events, and it is possible that the results described in this release will not be achieved. These forward-looking statements are
subject to certain risks, uncertainties and assumptions identified in this release or as disclosed from time to time in the Company’s
filings with the Securities and Exchange Commission (the “SEC”). Factors that could cause actual results to differ
from the Company’s expectations include the risk that any appeal, if filed, will not be successful; uncertainties relating
to the ability of the Company to cure any delinquencies in compliance with Nasdaq listing rules; risks relating to the substantial
costs and diversion of personnel’s attention and resources due to these matters; and other factors described in the Company’s
filings with the SEC. As a result of these factors, actual results may differ materially from those indicated or implied by forward-looking
statements.
Any forward-looking
statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation
to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors
emerge from time to time, and it is not possible for the Company to predict all such factors.
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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BORQS TECHNOLOGIES INC.
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(registrant)
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Dated: November 19, 2019
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By:
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/s/ Anthony K. Chan
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Anthony K. Chan
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Chief Financial Officer
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