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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):
October 20, 2023
CHINA GREEN AGRICULTURE, INC.
(Exact name of Registrant as specified in charter)
| Nevada |
|
001-34260 |
|
36-3526027 |
| (State or other jurisdiction |
|
(Commission File No.) |
|
(IRS Employer |
| of Incorporation) |
|
|
|
Identification No.) |
| 3rd floor, Borough A, Block A. No. 181, South Taibai Road, |
| Xi’an, Shaanxi province, PRC 710065 |
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including
area code: (+86) 29-88231591
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:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425) |
| ☐ |
Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock |
|
CGA |
|
NYSE |
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On October 16, 2023, China Green Agriculture, Inc. (the “Company”)
received a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with the
NYSE’s continued listing requirements under the timely filing criteria established in Section 802.01E of the NYSE Listed Company
Manual as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “2023
Form 10-K”).
As
reported by the Company in its Form 12b-25 filed with the Securities and Exchange Commission (the “SEC”) on October 2, 2023,
the Company was unable to file the 2023 Form 10-K within the prescribed time period without unreasonable effort or expense. The extension
period provided under Rule 12b-25 expired on October 13, 2023. The Company is unable to meet the filing deadline for the filing of its
2023 Form 10-K due, in part, to circumstances in finalizing the accounting for its transition and development into new business
of crypto currencies. As a result, the Company requires additional time to finalize
its financial statements and related disclosures to complete its 2023 Form 10-K until after October 20, 2023. The Company is currently
working closely with its principal accounting firm to complete the filing of its 2023 Form 10-K as soon as reasonably practicable.
The NYSE has informed the Company that, under the NYSE’s rules,
the Company will have six months from the filing due date to file its 2023 Form 10-K. The Company can regain compliance with the NYSE
listing standards during this six-month period when the Company files its 2023 Form 10-K with the SEC. If
the Company fails to file its 2023 Form 10-K within such six-month period, the NYSE may, in its sole discretion, allow the Company’s common
stock to trade for up to an additional six months depending on specific circumstances. Until the Company files its 2023 Form 10-K,
the Company’s common stock will remain listed on the NYSE under the symbol “CGA” and will be assigned a “LF”
indicator to signify late filing status.
As noted above, the Company is working diligently to complete its 2023
Form 10-K to regain compliance with the NYSE continued listing standards.
Item 8.01 Other Events.
In accordance with the NYSE’s
procedures, the Company issued a press release announcing the receipt of the NYSE letter dated October 20, 2023. Attached as Exhibit
99.1 hereto, and incorporated herein by reference, is a copy of the Company’s press release dated October 20, 2023, announcing the
receipt of the NYSE letter.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
| |
CHINA
GREEN AGRICULTURE, INC. |
| |
|
|
|
| |
By: |
/s/
Zhuoyu Li |
| |
|
Name:
|
Zhuoyu
Li |
| |
|
Title: |
Chief
Executive Officer |
| |
|
|
|
| |
By: |
/s/
Zhibiao Pan |
| |
|
Name: |
Zhibiao Pan |
| |
|
Title: |
Co-Chief
Executive Officer |
| |
|
|
|
| |
Date:
October 20, 2023 |
2
Exhibit
99.1
China
Green Agriculture, Inc. Inc. Receives NYSE Notice Regarding Late Form 10-K Filing
XI’AN,
CHINA, Oct. 20, 2023 (GLOBE NEWSWIRE) -- China Green Agriculture, Inc. Inc. (NYSE: CGA) (the “Company”) announced
today that, as a result of its failure to file its Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “2023
Form 10-K”) in a timely fashion, it has received a notice from the New York Stock Exchange (the “NYSE”) that the Company
was not in compliance with the NYSE’s continued listing requirements under the timely filing criteria established in Section 802.01E
of the NYSE Listed Company Manual.
As
reported by the Company in its Form 12b-25 filed with the Securities and Exchange Commission (the “SEC”) on October 2, 2023,
the Company was unable to file the 2023 Form 10-K within the prescribed time period without unreasonable effort or expense. The extension
period provided under Rule 12b-25 expired on October 13, 2023. The Company is unable to meet the filing deadline for the filing of its
2023 Form 10-K due, in part, to circumstances in finalizing the accounting for its transition and development into new business of crypto
currencies. As a result, the Company requires additional time to finalize its financial statements and related disclosures to complete
its 2023 Form 10-K until after October 20, 2023. The Company is currently working closely with its principal accounting firm to complete
the filing of its 2023 Form 10-K as soon as reasonably practicable.
The
NYSE has informed the Company that, under the NYSE’s rules, the Company will have six months from the filing due date to file its
2023 Form 10-K with the SEC. The Company can regain compliance with the NYSE listing standards during this six-month period when
the Company files its 2023 Form 10-K with the SEC. During the six-month period, the NYSE will closely monitor the status of the Company’s
late filing and related public disclosures. If the Company fails to file its 2023 Form 10-K within such six-month period, the NYSE may,
in its sole discretion, allow the Company’s common stock to trade for up to an additional six months depending on specific circumstances,
as outlined in the rule. If the NYSE determines that an additional six-month trading period is not appropriate, suspension and delisting
procedures will commence pursuant to Section 804.00 of the Listed Company Manual. If the NYSE determines that an additional trading period
of up to six months is appropriate and the Company fails to file its 2023 Form 10-K and any subsequent delayed filings by the end of
that period, suspension and delisting procedures will generally commence. Regardless of the procedures described above, the NYSE may
commence delisting proceedings at any time during the period that is available to complete the filing, if circumstances warrant.
Until
the Company files its 2023 Form 10-K, the Company’s common stock will remain listed on the NYSE under the symbol “CGA,”
and will be assigned a “LF” indicator to signify late filing status.
As
noted above, the Company is working diligently to complete its 2023 Form 10-K. The Company intends to file it as soon as practicable
to regain compliance with the NYSE continued listing standards.
About
China Green Agriculture, Inc
The
Company produces and distributes humic acid-based compound fertilizers, other varieties of compound fertilizers and agricultural products
through its wholly-owned subsidiaries, i.e.: Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. (“Jinong”), Beijing Gufeng
Chemical Products Co., Ltd (“Gufeng”) and variable interest entities. In 2023, the Company started to purchase digital asset
mining machines and established Antaeus Tech Inc. (“Antaeus”) in the State of Delaware and mined digital assets bitcoins
in the State of Texas. For more information, visit http://www.cgagri.com. The Company routinely posts important information on its website.
Safe
Harbor Statement
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning
the Company’s business, products and financial results. The Company’s actual results may differ materially from those anticipated
in the forward-looking statements depending on a number of risk factors including, but not limited to, the following: general economic,
business and environment conditions; development, shipment, market acceptance, additional competition from existing and new competitors;
interest rate and currency exchange rate fluctuations; the impact of the recent global outbreak of novel coronavirus disease (COVID-19);
technological advances, new products attained by competitors; challenges inherent in new product development; the company’s ability
to accurately predict future market conditions; manufacturing difficulties or delays; financial instability of economies and sovereign
risk; dependence on the effectiveness of the company’s protections for innovative products; the exposure to litigation and/or regulatory
actions, and various other factors beyond the Company’s control.
All
forward-looking statements are expressly qualified in their entirety by this Safe Harbor Statement and the risk factors detailed in the
Company’s reports filed with the SEC. China Green Agriculture undertakes no duty to revise or update any forward-looking statements
to reflect events or circumstances after the date of this release, except as required by applicable law or regulations.
For
more information, please contact:
China
Green Agriculture, Inc.
Tel: +86-29-88266383
Email: info@cgagri.com
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