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 February 2024
Commission File Number: 001-38146
ZK
INTERNATIONAL GROUP CO., LTD.
(Translation
of registrant’s name into English)
c/o Zhejiang Zhengkang Industrial Co., Ltd.
No. 678 Dingxiang Road, Binhai Industrial
Park
Economic & Technology Development Zone
Wenzhou, Zhejiang Province
People’s Republic of China 325025
Tel: +86-577-86852999
(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.
On February 15, 2024, ZK International
Group Co., Ltd. (the “Company”) received a written notice from the Listing Qualifications Department of the Nasdaq Stock
Market, LLC (“Nasdaq”) notifying the Company that, based on the closing bid price of the Company’s ordinary shares,
no par value (the “Ordinary Shares”), for the last 30 consecutive trading days, the Company no longer complies with the minimum
bid price requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities
to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides
that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive trading
days.
Pursuant to the Nasdaq Listing Rules, the Company
has been provided an initial compliance period of 180 calendar days to regain compliance with the Minimum Bid Price Requirement. To regain
compliance, the closing bid price of the Ordinary Shares must be at least $1.00 per share for a minimum of 10 consecutive trading days
prior to August 13, 2024, and the Company must otherwise satisfy The Nasdaq Capital Market’s requirements for listing.
If the Company does not regain compliance by August
13, 2024, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would be required,
among other things, to meet the continued listing requirement for market value of publicly held shares, which the Company does not currently
meet, as well as all other standards for initial listing on the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement,
and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period.
If the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq,
Nasdaq will provide notice that the Company’s Ordinary Shares will be subject to delisting. The Company would then be entitled to
appeal Nasdaq’s determination to a Nasdaq Listing Qualifications Panel and request a hearing.
The Company intends to monitor the closing bid
price of the Ordinary Shares and consider its available options to resolve the noncompliance with the Minimum Bid Price Requirement. There
can be no assurance that the Company will be able to regain compliance with the Nasdaq Capital Market’s continued listing requirements
or that Nasdaq will grant the Company a further extension of time to regain compliance, if applicable.
On February 20, 2024, the Company received a written
notice from Nasdaq notifying the Company that, since the Company has not yet filed its Form 20-F for the year ended September 30, 2023
(the “Filing”), it no longer complies with Nasdaq Listing Rules for continued listing under Listing Rule 5250(c)(1).
Under Nasdaq Listing Rules, the Company has 60
calendar days to submit a plan to regain compliance and if Nasdaq accepts the Company’s plan, Nasdaq can grant the Company an exception
of up to 180 calendar days from the Filing’s due date, or until August 13, 2024, to regain compliance.
The Company shall submit its plan to Nasdaq no
later than April 22, 2024. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal that decision
to a Nasdaq Listing Qualifications Panel and request a hearing.
The notices have no immediate effect on the listing
of the Ordinary Shares at this time and the Ordinary Shares will continue to trade on the Nasdaq Capital Market under the symbol “ZKIN.”.
On February 22, 2024,
the Company issued a press release entitled “[ZK International Receives Nasdaq Notices Regarding Minimum Bid Requirements
and Not Timely Filing of Annual Report on Form 20-F]”. A copy of the press release is furnished herewith as Exhibit 99.1.
Exhibit Index
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.
| Date: February 22, 2024 |
ZK INTERNATIONAL GROUP CO., LTD. |
| |
|
|
| |
By: |
/s/ Jiancong Huang |
| |
Name: |
Jiancong Huang |
| |
Title: |
Chief Executive Officer and Chairman of the Board |
Exhibit 99.1
ZK International Receives Nasdaq Notices Regarding
Listing Deficiency
WENZHOU, China, February 22,
2024 /PRNewswire/ -- ZK International Group Co., Ltd. (Nasdaq: ZKIN) ("ZKIN," "ZK International"
or the "Company"), a leading provider of advanced steel products, announced that it received the Nasdaq notices
regarding minimum bid requirements and not timely filing of annual report on Form 20-F
On February 15, 2024, the Company
received a written notice from the Listing Qualifications Department of the Nasdaq Stock Market, LLC (“Nasdaq”) notifying
the Company that, based on the closing bid price of the Company’s ordinary shares, no par value (the “Ordinary Shares”),
for the last 30 consecutive trading days, the Company no longer complies with the minimum bid price requirement for continued listing
on the Nasdaq Capital Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of
$1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure
to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive trading days.
Pursuant to the Nasdaq Listing Rules, the Company
has been provided an initial compliance period of 180 calendar days to regain compliance with the Minimum Bid Price Requirement. To regain
compliance, the closing bid price of the Ordinary Shares must be at least $1.00 per share for a minimum of 10 consecutive trading days
prior to August 13, 2024, and the Company must otherwise satisfy The Nasdaq Capital Market’s requirements for listing.
If the Company does not regain compliance by
August 13, 2024, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would
be required, among other things, to meet the continued listing requirement for market value of publicly held shares, which the Company
does not currently meet, as well as all other standards for initial listing on the Nasdaq Capital Market, with the exception of the Minimum
Bid Price Requirement, and would need to provide written notice of its intention to cure the bid price deficiency during the
second compliance period. If the Company does not regain compliance within the allotted compliance period(s), including any extensions
that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s Ordinary Shares will be subject to delisting. The
Company would then be entitled to appeal Nasdaq’s determination to a Nasdaq Listing Qualifications Panel and request a hearing.
The Company intends to monitor the closing bid
price of the Ordinary Shares and consider its available options to resolve the noncompliance with the Minimum Bid Price Requirement.
There can be no assurance that the Company will be able to regain compliance with the Nasdaq Capital Market’s continued listing
requirements or that Nasdaq will grant the Company a further extension of time to regain compliance, if applicable.
On February 20, 2024, the Company received
a written notice from Nasdaq notifying the Company that, since the Company has not yet filed its Form 20-F for the year ended September 30,
2023 (the “Filing”), it no longer complies with Nasdaq Listing Rules for continued listing under Listing Rule 5250(c)(1).
Under Nasdaq Listing Rules, the Company has 60
calendar days to submit a plan to regain compliance and if Nasdaq accepts the Company’s plan, Nasdaq can grant the Company an exception
of up to 180 calendar days from the Filing’s due date, or until August 13, 2024, to regain compliance.
The Company shall submit its plan to Nasdaq no
later than April 22, 2024. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal that
decision to a Nasdaq Listing Qualifications Panel and request a hearing.
The notices have no immediate effect on the listing
of the Ordinary Shares at this time and the Ordinary Shares will continue to trade on the Nasdaq Capital Market under the symbol “ZKIN.”.
For more information please visit www.ZKInternationalGroup.com.
Additionally, please follow the Company on Twitter, Facebook, YouTube, and Weibo.
For further information on the Company's SEC filings please visit www.sec.gov.
About ZK International Group Co., Ltd.:
ZK International Group Co., Ltd. is a China-based
engineering company building and investing in innovative technologies for the modern world. With a focus on designing and implementing
next-generation solutions through industrial, environmental and software engineering, ZKIN owns 28 patents, 21 trademarks, 2 Technical
Achievement Awards, and 10 National and Industry Standard Awards.
ZKIN’s core business is to engineer and
manufacture patented high-performance stainless steel and carbon steel pipe products that effectively deliver high quality, highly-sustainable
and environmentally sound drinkable water to the Chinese, Asia and European markets. ZK International is Quality Management System
Certified (ISO9001), Environmental Management System Certified (ISO1401), and a National Industrial Stainless Steel Production Licensee.
It has supplied stainless steel pipelines for over 2,000 projects, which include the Beijing National Airport, the "Water Cube"
and "Bird's Nest", which were venues for the 2008 Beijing Olympics. ZK International is preparing to capitalize on the $850
Billion commitment made by the Chinese Government to improve the quality of water, which has been stated to be 70% unfit for human contact.
Safe Harbor Statement
This news release contains 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, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. Without limiting the generality of
the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend,"
"could," "estimate" or "continue" or the negative or other variations thereof or comparable terminology
are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations
of future events or circumstances are forward-looking statements. These forward-looking statements are not guarantees of future performance
and are subject to certain risks, uncertainties and assumptions that are difficult to predict and many of which are beyond the control
of ZK International. Actual results may differ from those projected in the forward-looking statements due to risks and uncertainties,
as well as other risk factors that are included in the Company’s filings with the U.S. Securities and Exchange Commission. Although
ZK International believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could
prove inaccurate and, therefore, there can be no assurance that the results contemplated in forward-looking statements will be realized.
In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information
should not be regarded as a representation by ZK International or any other person that their objectives or plans will be achieved. ZK
International does not undertake any obligation to revise the forward-looking statements contained herein to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
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