Current Report Filing (8-k)

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): May 24, 2022

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:

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Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

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Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

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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		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 May 24, 2022, 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 Quarterly Report on Form 10-Q for the period ended March 31, 2022 (the “Form 10-Q”).

As reported by the Company in its Form 12b-25 filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2022, the Company was unable to file the Form 10-Q within the prescribed time period without unreasonable effort or expense. The extension period provided under Rule 12b-25 expired on May 23, 2022. The Company is unable to meet the filing deadline for the filing of its Form 10-Q due to circumstances related to COVID-19. In the year of 2022, more pandemic restrictions had been tightened throughout China to control the spread of COVID-19 in the community. As the Company’s primary business is conducted in China, its operations had been impacted due to the pandemic restrictions. The Company is currently working closely with its principal accounting firm to complete the filing of its Form 10-Q 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 Form 10-Q for the period ended March 31, 2022. The Company can regain compliance with the NYSE listing standards during this six-month period when the Company files its Form 10-Q with the SEC. If the Company fails to file its Form 10-Q 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 Form 10-Q for the period ended March 31, 2022, 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 Form 10-Q 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 May 24, 2022. Attached as Exhibit 99.1 hereto, and incorporated herein by reference, is a copy of the Company’s press release dated May 27, 2022, announcing the receipt of the NYSE letter.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NO.		DESCRIPTION

99.1		Press Release dated May 27, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.