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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
August
26, 2024
Date of Report (Date of earliest event reported)
SPI Energy
Co., Ltd.
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands |
|
001-37678 |
|
20-4956638 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
4803
Urbani Ave.
McClellan
Park, CA |
|
95652 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (408) 919-8000
N/A
(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:
| |
☐ |
Written communications pursuant to Rule 425 under the Securities Act |
| |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under 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 |
| Ordinary Share |
|
SPI |
|
The NASDAQ Global Select Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On August 20, 2024, the Company received a notice
(the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that due to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 2024 (the “Q2 Form 10-Q”), with the Securities and Exchange Commission (the “SEC”), the Company is not in
compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires
the timely filing of all required periodic reports with the SEC.
This Notice follows earlier correspondences from
Nasdaq, including a notice (the “Initial Notice”) from Nasdaq on April 19, 2024 notifying the Company that due to the Company’s
failure (the “Initial Delinquent Filing”) to timely file its Annual Report on Form 10-K for the fiscal year ended December
31, 2023 (the “Form 10-K”) with the SEC and a subsequent delinquency notification letter (the “Second Notice”)
from Nasdaq on May 20, 2024 due to the Company’s non-compliance with the Rule as a result of the Company’s failure to timely
file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the “Q1 Form 10-Q”). Despite these challenges,
on August 8, 2024, the Company received an extension letter (“Extension Letter”) from Nasdaq notifying the Company that Nasdaq
has determined to grant an exception to enable the Company to regain compliance with the Rule by filing the Form 10-K and the Q1 Form
10-Q on or before October 14, 2024.
The Listing Rule requires listed companies to
timely file all required periodic financial reports with the SEC. The deficiency letter has no immediate effect on the listing of the
Company’s ordinary shares, and its ordinary shares will continue to trade on The Nasdaq Capital Market under the symbol “SPI”
at this time.
As a result of this additional delinquency, the
Company is required to regain compliance with all delinquent filings within 180 calendar days from the due date of the Initial Delinquent
Filing, or October 14, 2024. The Company must submit an update to its original plan to regain compliance with respect to the filing requirements
no later than September 4, 2024. The update must include the Company’s plans to file the Q2 Form 10-Q and indicate the progress
the Company has made towards implementing the plan submitted in connection with the Initial Delinquent Filing. If the Company’s
plan to regain compliance is not accepted, Nasdaq rules would permit the Company to appeal the decision to reject the Company’s
proposed compliance plan to a Nasdaq Hearings Panel.
The Company is in the process of completing the
Form 10-K, the Q1 Form 10-Q and the Q2 Form 10-Q and intends to file such reports as soon as practicable.
Item
7.01 Regulation FD Disclosure
On August 26, 2024, the Company issued a press
release to comply with the requirements of Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice. The full text
of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance
with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not
be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, or the Securities
Exchange Act of 1934, except as shall be expressly set forth by specific reference in that filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Forward Looking Statements
Certain information contained
in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that
involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,”
“intends,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements,
but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance
and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that
the Company will regain compliance with the Rule during any compliance period or in the future, or otherwise meet Nasdaq compliance standards,
that the Company will be eligible for a second compliance period, or that Nasdaq will grant the Company any relief from delisting as necessary
or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in
this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements
to reflect changes in information, events or circumstances after the date of this report, unless required by law.
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.
| |
SPI ENERGY CO., LTD. |
|
| |
|
|
|
August 26, 2024 |
By: |
/s/ Xiaofeng Peng |
|
| |
|
Xiaofeng Peng |
|
| |
|
Chief Executive Officer |
|
Exhibit 99.1
SPI Energy Announces Receipt of Nasdaq Non-Compliance Notice
MCCLELLAN PARK, CA / ACCESSWIRE / August 26, 2024
/ SPI Energy Co., Ltd., (NASDAQ:SPI) (the "Company"), a global renewable energy company and provider of solar storage solutions
for business, residential, government, logistics and utility customers, today announced that it received a notice (the “Notice”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that due to the
Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 (the “Q2 Form
10-Q”), with the Securities and Exchange Commission (the “SEC”), the Company is not in compliance with Nasdaq’s
continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires the timely filing of all
required periodic reports with the SEC.
This Notice follows earlier correspondences from
Nasdaq, including a notice (the “Initial Notice”) from Nasdaq on April 19, 2024 notifying the Company that due to the Company’s
failure (the “Initial Delinquent Filing”) to timely file its Annual Report on Form 10-K for the fiscal year ended December
31, 2023 (the “Form 10-K”) with the SEC and a subsequent delinquency notification letter (the “Second Notice”)
from Nasdaq on May 20, 2024 due to the Company’s non-compliance with the Rule as a result of the Company’s failure to timely
file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the “Q1 Form 10-Q”). Despite these challenges,
on August 8, 2024, the Company received an extension letter (“Extension Letter”) from Nasdaq notifying the Company that Nasdaq
has determined to grant an exception to enable the Company to regain compliance with the Rule by filing the Form 10-K and the Q1 Form
10-Q on or before October 14, 2024.
The Listing Rule requires listed companies to
timely file all required periodic financial reports with the SEC. The deficiency letter has no immediate effect on the listing of the
Company’s ordinary shares, and its ordinary shares will continue to trade on The Nasdaq Capital Market under the symbol “SPI”
at this time.
As a result of this additional delinquency, the
Company is required to regain compliance with all delinquent filings within 180 calendar days from the due date of the Initial Delinquent
Filing, or October 14, 2024. The Company must submit an update to its original plan to regain compliance with respect to the filing requirements
no later than September 4, 2024. The update must include the Company’s plans to file the Q2 Form 10-Q and indicate the progress
the Company has made towards implementing the plan submitted in connection with the Initial Delinquent Filing. If the Company’s
plan to regain compliance is not accepted, Nasdaq rules would permit the Company to appeal the decision to reject the Company’s
proposed compliance plan to a Nasdaq Hearings Panel.
The Company is in the process of completing the
Form 10-K, the Q1 Form 10-Q and the Q2 Form 10-Q and intends to file such reports as soon as practicable.
This announcement is made in compliance with the
Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a notification of deficiency.
About SPI Energy Co., Ltd.
SPI Energy Co., Ltd. (NASDAQ: SPI) is a global
renewable energy company and provider of solar, storage solutions that was founded in 2006 in Roseville, California and is headquartered
in McClellan Park, California.
The Company comprises the following core divisions:
(a) SPI Solar commercial & utility solar business develops and provides a full spectrum of EPC services to third party project developers.
(b) Orange Power business owns and operates solar projects that sell electricity to the grid in multiple regions, including the U.S.,
U.K., and Europe. (c) SolarJuice is a leader in renewable energy system solutions for residential and small commercial markets with solar
wholesale distribution business in Australia, and residential solar and roofing installation business in California. SolarJuice also manufactures
solar cells & modules in United States under the Solar4America brand. (d) SEM Wafertech develops American solar wafer manufacturing
at Sumter, SC.
SPI maintains global operations in North America,
Australia, Asia and Europe and is also targeting strategic investment opportunities in fast growing green energy industries such as battery
storage, charging stations, and others which leverage the Company's expertise and substantial solar cash flow.
For more information on SPI Energy and its subsidiaries,
the Company recommends that stockholders, investors and any other interested parties read the Company's public filings and press releases
available under the Investor Relations section at or available at www.sec.gov.
Forward-Looking Statements
Certain information contained in this report consists
of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties
and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,”
“potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does
not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions
or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will
regain compliance with the Rule during any compliance period or in the future, or otherwise meet Nasdaq compliance standards, that the
Company will be eligible for a second compliance period, or that Nasdaq will grant the Company any relief from delisting as necessary
or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in
this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements
to reflect changes in information, events or circumstances after the date of this report, unless required by law.
Contact:
SPI Energy Co., Ltd.
IR Department
Email: ir@spigroups.com
Dave Gentry
RedChip Companies, Inc.
Phone:(407) 491-4498
SPI@redchip.com
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