CURRENT REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
February 24, 2015
Date of Report
(Date of Earliest Event Reported)
Tianyin Pharmaceutical Co, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-52236 | 20-4857782 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
23rd Floor, Unionsun Yangkuo Plaza, No. 2, Block 3
South Renmin Road
Chengdu, P. R. China, 610041
(Address of principal executive offices (zip code))
+011-86-28- 8551-6696
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c))
Section 3 – Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On February 24, 2015, we received a notice from the NYSE MKT Staff indicating that the Company is below certain of the continued listing standards of the NYSE MKT (the “Exchange”) as set forth in Sections 134 and 1101 of the NYSE MKT Company Guide, due to the delay in filing its Quarterly Report on Form 10-Q for the period ended December 31, 2014 (the “Form 10-Q”) beyond the extended filing due date of February 23, 2015. Currently the Company is working diligently with the auditor to compile and disseminate the information required to be included in the Form 10-Q, as well as the required review of the Company’s financial information. The Company expects to file the Form 10-Q as soon as possible and before the deadline set by the Exchange.
On February 26, 2015, we issued a press release regarding the receipt of the notice of delinquency from the NYSE MKT. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein in its entirety.
Section 9 – Financial Statements and Exhibits
Item 9.01: Financial Statements and Exhibits
(c) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated February 26, 2015 |
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 hereunto duly authorized.
| TIANYIN PHARMACEUTICAL CO., INC. | |||
| By: | /s/ Guoqing Jiang | ||
|
Name: Guoqing Jiang Title: Chief Executive Officer, Chairman |
|||
Dated: February 26, 2015
Exhibit 99.1
TPI Received Notice of Non-Compliance with NYSE MKT Continued Listing Requirements
CHENGDU, China, Feb. 26, 2015 /PRNewswire/ - Tianyin Pharmaceutical Inc. (NYSE MKT: TPI), a pharmaceutical company that specializes in the patented biopharmaceutical, modernized traditional Chinese medicine (mTCM), branded generics and active pharmaceutical ingredients (API), received notice on February 24, 2015 from the NYSE MKT LLC (the "Exchange") indicating that the Company is below certain of the Exchange's continued listing standards, as set forth in Sections 134 and 1101 of the NYSE MKT Company Guide, due to the delay in filing of its Quarterly Report on Form 10-Q for the period ended December 31, 2014 (the "Form 10-Q"). Under NYSE MKT rules, until the Company files the Form 10-Q, its common stock will remain listed on the NYSE MKT under the symbol "TPI," but will be assigned an ".LF" indicator to signify late filing status. Five business days following the receipt of the noncompliance letter, the Company will be added to the list of NYSE MKT noncompliant issuers on the website and the indicator will be disseminated with the Company's ticker symbol. The indicator will be removed when the Company has regained compliance with all applicable continued listing standards.
In order to maintain its listing, the Company must submit a plan of compliance by March 10, 2015 addressing how it intends to regain compliance with Sections 134 and 1101 of the NYSE MKT Company Guide by May 22, 2015. If the plan is accepted, the Company may be able to continue its listing but will be subject to periodic reviews by the Exchange. If the plan is not accepted or if it is accepted but the Company is not in compliance with the continued listing standards by May 22, 2015, or if the Company does not make progress consistent with the plan, the Exchange will initiate delisting procedures as appropriate. The Company intends to submit a compliance plan on or before the deadline set by the Exchange.
Currently the Company is working diligently with the auditor to compile and disseminate the information required to be included in the Form 10-Q, as well as the required review of the Company's financial information. The Company expects to file the Form 10-Q as soon as possible and before the deadline set by the Exchange.
About TPI
Headquartered at Chengdu, China, TPI is a pharmaceutical company that specializes in the development, manufacturing, marketing and sales of patented biopharmaceutical, mTCM, branded generics and API. TPI currently manufactures a comprehensive portfolio of 58 products, 24 of which are listed in the highly selective national medicine reimbursement list, 10 are included in the essential drug list (EDL) of China. TPI's pipeline targets various high incidence healthcare indications. For more information about TPI, please visit: http://www.tianyinpharma.com
Safe Harbor Statement
The Statements which are not historical facts contained in this press release are forward-looking statements that involve certain risks and uncertainties including but not limited to risks associated with the uncertainty of future financial results, additional financing requirements, development of new products, government approval processes, the impact of competitive products or pricing, technological changes, the effect of economic conditions and other uncertainties detailed in the Company's filings with the Securities and Exchange Commission.
For more information, please contact:
Investors Contact: ir@tpi.asia
Web: http://www.tianyinpharma.com
Tel: +86-28-8551-6696 (Chengdu, China)
Address:
23rd Floor Unionsun Yangkuo Plaza
No. 2, Block 3, South Renmin Road
Chengdu, 610041
China