Report of Foreign Issuer (6-k)
July 15 2020 - 11:31AM
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 July 2020
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
July 9, 2020, Borqs Technologies, Inc. (the “Company”) received a delisting determination
letter (the “Determination Letter”) from the staff of the Listing Qualifications Department of The Nasdaq Stock Market
LLC (the “Staff” or “Nasdaq”). The Determination Letter notified the Company that since it had not filed
its Annual Report on Form 20-F for the fiscal year ended December 31, 2019 (the “2019 20-F”) by June 30, 2020, the deadline
by which the Company was to file the 2019 20-F, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the
“Rule”) and the Company’s ordinary shares are subject to delisting from the Nasdaq Capital Market.
The
Determination Letter indicates that Listing Rule 5815(d)(4)(B) does not permit an issuer that is noncompliant with the Rule to
present a plan of compliance to Nasdaq if such issuer has failed to comply with that provision within one year of a hearing panel
determination of compliance. On March 10, 2020, the Company received a letter from
Nasdaq notifying the Company that it had regained compliance with the Rule.
The
Company will, by July 16, 2020, request to appeal the Staff’s determination to delist the Company’s securities with
a hearings panel, which will stay the suspension of the Company’s securities through July 31, 2020. Also by July 16, 2020,
the Company will request an extended stay of the suspension pending the hearing. The panel will review the request for an extended
stay and notify the Company on or prior to July 31, 2020 of its decision if it will allow the Company’s securities to continue
to trade on the Nasdaq Capital Market pending the panel’s decision. Hearings are typically scheduled to occur approximately
30-45 days after the date of the hearing request.
Attached
to this report on Form 6-K as Exhibit 1 is a copy of the press release of the Company, dated July 9, 2020, 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 the panel will not grant the Company’s request for an extended
stay; risk that the panel will not permit the Company to attempt to regain compliance with the Rule; uncertainties relating to
the ability of the Company to cure any delinquencies in compliance with the Rule due in part to potential continued quarantine
and travel restrictions on the Company’s personnel and auditors related to the COVID-19 pandemic; risk relating to the substantial
costs and diversion of personnel’s attention and resources due to these matters; risk that the Company’s ordinary
shares could be delisted from the Nasdaq Capital Market 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:
July 15, 2020
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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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EXHIBIT
INDEX
3