UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
October 16, 2023
Commission
File Number: 001-41335
JE
CLEANTECH HOLDINGS LIMITED
(Exact
name of Registrant as specified in its charter)
Cayman
Islands
(Jurisdiction
of incorporation or organization)
3
Woodlands Sector 1
Singapore
738361
(Address
of principal executive offices)
Bee
Yin Hong, CEO
Tel:
+65 6368 4198
Email:
Elise.hong@jcs-echigo.com.sg
3
Woodlands Sector 1
Singapore
738361
(Name,
Telephone, email and/or fax number and address of Company Contact Person)
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.
Notice
of Share Consolidation
JE
Cleantech Holdings Limited (NASDAQ: JCSE) effected a share consolidation (“Reverse Stock Split”) of its Ordinary Shares at
a ratio of 1-for-3, effective as of 11:59 pm on October 13, 2023 (the “Effective Time”), in order to regain compliance with
the minimum $1.00 bid price per share requirement of Nasdaq’s Marketplace Rule 5450(a)(1). The Company’s Ordinary Shares
began trading on a Reverse Stock Split adjusted basis on Nasdaq as of the opening of trading on October 16, 2023, under the existing
ticker symbol “JCSE.
As
of the Effective Time, every 3 shares of the Company’s issued and outstanding Ordinary Shares were combined into one issued and
outstanding Ordinary Share. The total number of authorized Ordinary Shares was reduced from 15,020,000 to 5,006,666, and the par value
change from $0.001 per share to $0.003 per share. No fractional Ordinary Shares were issued in connection with the Reverse Stock Split,
and any Shareholders of record who otherwise would have been entitled to receive a fraction of a share because they hold a number of
pre-split ordinary shares not evenly divisible by the number of pre-split ordinary shares for which each post-split ordinary share is
to be exchanged became entitled to receive such number of ordinary shares as rounded down to the nearest whole share.
As
of the Effective Time, proportional adjustments were also made to the number of Ordinary Shares issuable upon the exercise of any outstanding
stock options and the number of shares issuable pursuant to outstanding restricted stock awards, and the number of shares authorized
and reserved for issuance pursuant to the Company’s 2022 Equity Incentive Plan. The exercise prices and stock price targets of
any outstanding stock options, warrants, and equity awards were also proportionately adjusted, as applicable.
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, thereunto duly authorized.
|
JE
CLEANTECH HOLDINGS LIMITED (Registrant) |
|
|
|
Date:
October 20, 2023 |
By: |
/s/
LONG Jia Kwang |
|
|
LONG
Jia Kwang, Chief Financial Officer and Secretary |
Exhibit
99.1
JE
Cleantech Holdings Limited Announces Share Consolidation/Reverse Stock Split to Regain NASDAQ Compliance
SINGAPORE,
Oct. 13, 2023 (GLOBE NEWSWIRE) — JE Cleantech Holdings Limited (NASDAQ: JCSE) announced today that it will effect a share consolidation
(“Reverse Stock Split”) of its Ordinary Shares at a ratio of 1-for-3, effective as of 11:59 pm on October 13, 2023 (the “Effective
Time”), in order to regain compliance with the minimum $1.00 bid price per share requirement of Nasdaq’s Marketplace Rule
5450(a)(1). The Company’s Ordinary Shares are expected to begin trading on a Reverse Stock Split adjusted basis on Nasdaq as of
the open of trading on October 16, 2023, under the existing ticker symbol “JCSE.”
The
Company’s members (Stockholders) previously approved the reverse stock split and granted the Company’s board of directors
the authority to determine the final reverse stock split ratio and when to proceed with the reverse stock split at a Special Meeting
of Stockholders held on August 29, 2023. The Company will file an Amendment to its Memorandum and Articles of Association to effect the
share consolidation/reverse stock split at the ratio of 1-for-3 as of the Effective Time.
The
CUSIP number for the Company’s Ordinary Shares will change to G50875 205 following the reverse stock split.
As
of the Effective Time, every 3 shares of the Company’s issued and outstanding Ordinary Shares will be combined into one issued
and outstanding Ordinary Share. The total number of authorized Ordinary Shares will be reduced from 15,020,000 to 5,006,666, and the
par value will change from $0.001 per share to $0.003 per share. No fractional Ordinary Shares will be issued in connection with the
Reverse Stock Split, and any Shareholders of record who otherwise would be entitled to receive a fraction of a share because they hold
a number of pre-split ordinary shares not evenly divisible by the number of pre-split ordinary shares for which each post-split ordinary
share is to be exchanged shall be entitled to receive such number of ordinary shares as rounded down to the nearest whole share.
As
of the Effective Time, proportional adjustments will also be made to the number of Ordinary Shares issuable upon the exercise of any
outstanding stock options and the number of shares issuable pursuant to outstanding restricted stock awards, and the number of shares
authorized and reserved for issuance pursuant to the Company’s 2022 Equity Incentive Plan. The exercise prices and stock price
targets of any outstanding stock options, warrants, and equity awards will also be proportionately adjusted, as applicable.
The
Company’s transfer agent, VStock Transfer, LLC, will serve as the exchange agent for the Reverse Stock Split. Registered stockholders
holding pre-Reverse Stock Ordinary Shares of the Company’s electronically in book-entry form are not required to take any action
to receive post-reverse-split shares. Those stockholders who hold their shares in brokerage accounts or in “street name”
will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to each brokers’ particular processes,
and will not be required to take any action in connection with the Reverse Stock Split.
About
JE Cleantech Holdings Limited
JE
Cleantech Holdings Limited is based in Singapore and is principally engaged in (i) the sale of cleaning systems and other equipment;
and (ii) the provision of centralized dishwashing and ancillary services. Through its subsidiary, JCS-Echigo Pte Ltd, the Company designs,
develops, manufactures, and sells cleaning systems for various industrial end-use applications, primarily to customers in Singapore and
Malaysia. Its cleaning systems are mainly designed for precision cleaning, with features such as particle filtration, ultrasonic or megasonic
rinses with a wide range of frequencies, high-pressure drying technology, high flow rate spray, and deionized water rinses, which are
designed for effective removal of contaminants and to minimize particle generation and entrapment. The Company also has provided centralized
dishwashing services through its subsidiary, Hygieia Warewashing Pte Ltd, since 2013 and general cleaning services since 2015, both mainly
for food and beverage establishments in Singapore. For more information about JE Cleantech, please visit our website: www.jecleantech.sg.
Disclaimer:
Forward looking statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding the future effective date and intended effects of the reverse stock split, including whether the reverse stock split
will increase the price, marketability, liquidity, and investor appeal of the Company’s Ordinary Shares and the Company’s
ability to maintain the listing of its Ordinary Shares on Nasdaq. Generally, statements that are not historical facts, including statements
concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements.
These statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,”
“projects,” “forecasts,” “may,” “will,” “aim,” “should,” “seeks,”
“plans,” “scheduled,” “anticipates,” “intends” or “continue” or similar expressions.
Forward-looking
statements involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated
by such statements. These forward-looking statements are based on JCSE’s management’s current expectations and beliefs, as
well as assumptions concerning future events. However, there can be no assurance that the events, results, or trends identified in these
forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and JCSE is
not under any obligation and expressly disclaims any obligation to update, alter, or otherwise revise any forward-looking statement,
whether as a result of new information, future events, or otherwise, except as required by law.
Readers
should carefully review the statements set forth in the reports which JCSE has filed or will file from time to time with the Securities
and Exchange Commission (the “SEC”).The documents filed by JCSE with the SEC may be obtained free of charge at the SEC’s
website at www.sec.gov.
Contact:
Jason
Long
Email address: enquiry@jecleantech.sg
Phone number: +65 63684198
Other number: +65 81122680
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