Report of Foreign Issuer (6-k)
May 23 2019 - 4:01PM
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 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of May 2019
Commission
File Number: 001-38206
TDH
HOLDINGS, INC.
(Translation
of registrant’s name into English)
c/o
Qingdao Tiandihui Foodstuffs Co. Ltd., Room 1809,
Financial
Square, 197 Shuangzhu Road, Huangdao District, Qingdao, Shandong Province
People’s
Republic of China
Tel:
+86-532-8591-9267
(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 ☒ 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): ☐
Indicate
by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ☒ No
☐
If
“Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______________.
On
May 20, 2019 TDH Holdings, Inc. (the “Company”) received a notification letter from Nasdaq Listing Qualifications
advising the Company that it failed to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on
the Nasdaq Stock Market as required under Listing Rule 5550(b)(1). The Company’s recently filed Form 20-F for the period
ended December 31, 2018 reported stockholders’ equity of $(1,936,567). Since the Company does not meet the alternatives
of market value of listed securities or net income from continuing operations, it no longer complies with the Nasdaq Listing Rules.
As a result, the Company has 45 calendar days (no later than July 5, 2019) to submit a plan to regain compliance with the foregoing
listing requirement. To the extent the Company’s plan of compliance is accepted, it may be granted an extension of up to
180 calendar days from the date of the deficiency notification to evidence compliance. While the Company intends to submit its
compliance plan to address the foregoing deficiency, the Company cannot provide any assurance that it will be able to present
a plan of compliance that will be accepted by the Nasdaq staff. In the event the Company’s plan is not accepted, the Company’s
securities may be subject to delisting and the Company may have the opportunity to appeal the staff’s delisting determination
to a Hearings Panel.
Certain
statements in this report that are not based on historical fact are “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of the Private Securities
Litigation Reform Act of 1995), include, among others, the Company’s expectations relating to regaining compliance with
the Nasdaq continued listing requirements. While management has based any forward-looking statements contained herein on its current
expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number
of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which
are outside of the Company’s control, that could cause actual results to materially differ from such statements. Accordingly,
investors should not place any reliance on forward-looking statements as a prediction of actual results. The Company disclaims
any intention to, and undertakes no obligation to, update or revise any forward-looking statement.
Exhibits
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.
Dated:
May 23, 2019
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TDH
Holdings, Inc.
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|
|
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By:
|
/s/
Cui Rongfeng
|
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Name:
Title:
|
Cui
Rongfeng
Chairman and Chief Executive Officer
|
2
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