Current Report Filing (8-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 1, 2020

China HGS Real Estate, Inc.

(Exact Name of Registrant as Specified in Charter)

Florida		001-34864		33-0961490
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6 Xinghan Road, 19^th Floor
Hanzhong City
Shaanxi Province, PRC 723000

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (86) 091-62622612

Not Applicable

(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 of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 21, 2019, NASDAQ notified the company that the bid price of its listed securities had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result, did not comply with Listing Rule 5550(a)(2). Therefore, in accordance with Listing Rule 5810(c)(3)(A), the company was provided 180 calendar days, or until December 18, 2019, to regain compliance with the Rule.

Subsequently, on December 19, 2019, the company was provided an additional 180 calendar day compliance period, or until June 15, 2020, to demonstrate compliance. However, on April 16, 2020, given the extraordinary market conditions, NASDAQ had determined to toll the compliance periods for bid price and market value of publicly held shares requirements through June 30, 2020.1 Accordingly, the company was provided until August 31, 2020 to regain compliance.

The company did not regain compliance with Listing Rule 5550(a)(2) by August 31, 2020. Accordingly, its securities will be delisted from the NASDAQ Capital Market. The company’s common stock will begin trading on the NASDAQ Capital Market on a split-adjusted basis on Wednesday, September 2, 2020.

The company intends to appeal of the determination made by NASDAQ pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. A hearing request will stay the suspension of the company’s securities and the filing of the Form 25-NSE pending the Panel’s decision.

SIGNATURE

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.