BRQS Borqs Technologies Inc

 

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 October 2023

 

BORQS TECHNOLOGIES, INC.

 

Commission File Number 001-37593

(Translation of registrant’s name into English)

 

Office B, 21/F, Legend Tower, 7 Shing Yip Street Kwun Tong, Kowloon, Hong Kong

(Address of principal executive offices)

 

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 ☐

 

 

 

EXPLANATORY NOTE

 

On October 10, 2023, Borqs Technologies, Inc. (the “Company”) completed a reverse stock split of the Company’s issued and outstanding ordinary shares at the ratio of one-for-twelve (the “Reverse Stock Split”). The objective of the Reverse Stock Split is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on the Nasdaq Capital Market (“Nasdaq”).

 

Beginning with the opening of trading on October 10, 2023, the Company’s ordinary shares now trade on Nasdaq on a split-adjusted basis, under the same symbol “BRQS” but under a new CUSIP Number, G1466B145. As a result of the Reverse Stock Split, each twelve ordinary shares outstanding have been automatically combined and converted to one issued and outstanding ordinary share without any action on the part of the shareholder. No fractional shares have been issued because of the Reverse Stock Split. Instead, any fractional shares that would have resulted from the Reverse Stock Split have been rounded up to the next whole number.

 

The Reverse Stock Split has reduced the number of ordinary shares issued and outstanding from 190,168,698 to approximately 15,847,392 (subject to the rounding up for fractional shares). In addition, a copy of the press release announcing the Reverse Stock Split on October 6, 2023, is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

EXHIBIT INDEX

 

Number		Description of Exhibit
99.1		Press release dated October 6, 2023

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	BORQS TECHNOLOGIES, INC.
	(registrant)
Dated: October 10, 2023	By:	/s/ Henry Sun
		Henry Sun
		Chief Financial Officer

 

 

2

Exhibit 99.1

 

 

 

Borqs Technologies Announces Reverse Stock Split

 

SANTA CLARA, Calif., Oct. 06, 2023 (GLOBE NEWSWIRE) -- Borqs Technologies, Inc. (Nasdaq: BRQS, “Borqs”, or the “Company”), a global provider of 5G wireless and Internet of Things (IoT) solutions, today announced that its board of directors has approved a 1-for-12 reverse split of the Company’s ordinary shares. The reverse stock split is anticipated to take effect on October 10, 2023 (the “Effective Date”).

 

Accordingly, at the Effective Date, every twelve of the Company’s ordinary shares issued and outstanding will be automatically converted into one ordinary share of the Company. The Company’s ordinary shares are expected to begin trading on the Nasdaq Capital Market on a post-split basis beginning on the Effective Date, under a new CUSIP number: G1466B145.

 

Continental Stock Transfer & Trust Company is acting as exchange agent for the reverse stock split and will send instructions to any shareholder of record who holds stock certificates regarding the exchange of certificates for the Company’s ordinary shares. Shareholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares following the reverse stock split. Continental Stock Transfer may be reached for questions at (212) 509-4000. Any fractional shares as a result of the reverse stock split will be adjusted upwards.

 

About Borqs Technologies, Inc.

 

Borqs Technologies (Nasdaq: BRQS, “Borqs”, or the “Company”) is a global leader in software and products for the IoT, providing customizable, differentiated, and scalable Android-based smart connected devices and cloud service solutions. Borqs has achieved leadership and customer recognition as an innovative end-to-end IoT solutions provider leveraging its strategic chipset partner relationships as well as its broad software and IP portfolio. Borqs’ unique strengths include its Android Licenses which enabled the Company to develop a software IP library covering chipset software, Android enhancements, domain specific usage, and system performance optimization, suitable for large and low volume customized products, and is also currently in development of 5G products for phones and hotspots.

 

Website: www.borqs.com.

 

Forward-Looking Statements and Additional Information

 

This press release includes “forward-looking statements” that involve risks and uncertainties that could cause actual results to differ materially from what is expected. Words such as “forecasts”, “expects”, “believes”, “anticipates”, “intends”, “estimates”, “predicts”, “seeks”, “may”, “might”, “plan”, “possible”, “should”, “estimates” and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements relate to future events or future results, based on currently available information and reflect our management’s current beliefs. Many factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking statements, including the possibility that compliance with the Nasdaq rule as described herein may be not regained, so the reader is advised to refer to the Risk Factors sections of the Company’s filings with the Securities and Exchange Commission for additional information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements. Except as expressly required by applicable securities law, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Investor Contact:

 

Sandra Dou

Vice President of Corporate Finance

Borqs Technologies, Inc.

IR@borqs.com

www.borqs.com

 

 

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