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): July 19, 2013 

General Steel Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-33717	41-2079252
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Level 21, Tower B, Jia Ming Center
No. 27 Dong San Huan North Road
Chaoyang District, Beijing, China 100020

(Address of principal executive offices)

Registrant’s telephone number, including area code:

+ 86 (10) 57757691

(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 (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01.   Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 19, 2013, General Steel Holdings, Inc. (the “Company”) was notified by the NYSE Regulation, Inc. that it is not in compliance with the continued listing standard set forth in the Listed Company Manual, Section 802.01C (“Section 802.01C”) of New York Stock Exchange, Inc. (the “NYSE”). Such noncompliance is solely based on the Company’s average closing share price for the prior 30 trading-day period being below the required $1.00 as of July 18, 2013. On July 25, 2013, the Company had also issued a press release announcing, among other things, its receipt of such NYSE notification.

In accordance with NYSE procedures, the Company has six months from the receipt of the notice on July 19, 2013 to cure this deficiency. The Company can regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the cure period it has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. In the event that the Company has failed to cure the deficiency by the expiration of the six-month cure period, the NYSE will commence suspension and delisting procedures.

The Company has notified the NYSE that it intends to cure this deficiency. Its common stock remains listed on the NYSE under the symbol “GSI,” but will be assigned a “.BC” indicator by the NYSE to signify that the Company is not currently in compliance with the NYSE’s continued listing standards. 

ITEM 8.01. OTHER EVENTS.

On July 25, 2013, the Company issued a press release pertaining to the Company’s NYSE notification as mentioned above. A copy of that press release is attached as Exhibit 99.1 hereto and incorporated into this Item 8.01 by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued on July 25, 2013.

Note Regarding Forward-Looking Statements

This filing contains statements that are forward-looking within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements are only predictions and are not guarantees of future performance.  Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties, certain assumptions and factors relating to the operations and business environments of General Steel Holdings, Inc. and its subsidiaries that my cause the actual results of the companies to be materially different from any future results expressed or implied in such forward-looking statements.  Although General Steel Holdings, Inc. believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available to its management, General Steel Holdings, Inc. cannot guarantee future results or events.  General Steel Holdings, Inc. expressly disclaims a duty to update any of the forward-looking statement.

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.

General Steel Holdings, Inc.
By:	/s/ John Chen
Name:	John Chen
Title:	Chief Financial Officer

Dated: July 25, 2013

EX-99.1

Exhibit 99.1

General Steel Receives NYSE Notification Regarding Closing Price Requirement

Under NYSE’s Continued Listing Standard

BEIJING – July 25, 2013 --General Steel Holdings, Inc. (“General Steel” or the “Company”) (NYSE: GSI), a leading non-state-owned steel producer in China, today announced that the New York Stock Exchange (the “NYSE”) has notified the Company that it has fallen below the NYSE’s continued listing standard that requires a minimum average closing price of $1.00 per share over 30 consecutive trading days.

Under the NYSE rules, the Company has a cure period of six months from receipt of the notice to cure the deficiency by regaining compliance with the minimum share price requirement. The Company can regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the cure period, the Company has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.

Subject to compliance with the NYSE’s other continued listing requirements and subject to ongoing oversight, the Company's common stock will continue to be listed and trade on the NYSE during the six-month cure period. The Company has notified the NYSE following its receipt of the notice to indicate its intent to cure this deficiency. The Company intends to actively monitor the closing bid price of its common stock during the cure period, and will evaluate available options to resolve this deficiency and regain compliance with the NYSE rules. The Company’s business operations and SEC reporting requirements are not affected by the receipt of the NYSE notification.

“We remain focused on bringing the Company current in its reporting obligations and on improving fundamentals,” said John Chen, Chief Financial Officer of General Steel, “We are encouraged by the improving results achieved in the fourth quarter of 2012, and we continue to make subsequent progress in our business processes. We have already completed the filing of our financial reports for 2011 and 2012, and we anticipate reporting our first quarter 2013 financial results and hosting a live conference call with investors as soon as practical in August. We are committed to regaining compliance with the NYSE listing standards and look forward to updating shareholders about our business strategy and operating plans soon.”

About General Steel Holdings, Inc.

General Steel Holdings, Inc., headquartered in Beijing, China, produces a variety of steel products including rebar, high-speed wire and spiral-weld pipe. The Company has operations in China’s Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region and Tianjin municipality with seven million metric tons of crude steel production capacity under management. For more information, please visit www.gshi-steel.com.

To be added to the General Steel email list to receive Company news, please send your request to generalsteel@asiabridgegroup.com.

General Steel Holdings, Inc.

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Forward-Looking Statements

This press release may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or beliefs about future events and financial, political and social trends and assumptions it has made based on information currently available to it. The Company cannot assure that any expectations, forecasts or assumptions made by management in preparing these forward-looking statements will prove accurate, or that any projections will be realized. Actual results could differ materially from those projected in the forward-looking statements as a result of inaccurate assumptions or a number of risks and uncertainties. These risks and uncertainties are set forth in the Company's filings under the Securities Act of 1933 and the Securities Exchange Act of 1934 under "Risk Factors" and elsewhere, and include: (a) those risks and uncertainties related to general economic conditions in China, including regulatory factors that may affect such economic conditions; (b) whether the Company is able to manage its planned growth efficiently and operate profitable operations, including whether its management will be able to identify, hire, train, retain, motivate and manage required personnel or that management will be able to successfully manage and exploit existing and potential market opportunities; (c) whether the Company is able to generate sufficient revenues or obtain financing to sustain and grow its operations; (d) whether the Company is able to successfully fulfill our primary requirements for cash; and (e) other risks, including those disclosed in the Company's Form 10-K, filed with the SEC.  Forward-looking statements contained herein speak only as of the date of this release. The Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether to reflect new information, future events or otherwise.

Contact Us

In China:

Jenny Wang

General Steel Holdings, Inc.

Tel: +86-10-5775-7691

Email: jenny.wang@gshi-steel.com

In the US:

Joyce Sung

Tel: +1-347-534-1435

Email: joyce.sung@gshi-steel.com

Asia Bridge Capital Limited

Carene Toh

Tel: +1-888-957-3362

Email: generalsteel@asiabridgegroup.com