8-K

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

May 21, 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):

☐        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 240.13d-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 May 21, 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 March 31, 2015 (the “Form 10-Q”) beyond the extended filing due date of May 20, 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 May 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 5 – Corporate Governance and Management

Item 5.07. Submission of Matters to a Vote of Security Holders

The Company’s Annual Meeting of Shareholders for fiscal year ended June 30, 2014 was scheduled to be held at the Company’s office located in Chengdu, China and via conference call, at 9:00 AM (local time in Chengdu, China) on May 25, 2015 (the “Meeting”), a.k.a 9:00 PM (Eastern Standard Time) on May 24, 2015.

However, due to an insufficient amount of shares of the Company’s stock entitled to vote at the Meeting, the Company was unable to achieve a quorum and, therefore, had to adjourn the meeting.  At the Meeting, in accordance with its Bylaws and the General Corporation Law of the State of Delaware, the Company announced that the Meeting would be adjourned and held at the Company’s office at 23^rd Floor, Unionsun Yangkuo Plaza, No. 2, Block 3, Renmin Road South, Chengdu City, Sichuan Province, China 610041, at 9:00 AM (local time in Chengdu, China) on Tuesday, June 23, 2015 (the “Adjourned Meeting”), a.k.a 9:00 PM (Eastern Standard Time) on Monday, June 22, 2015.

You may attend the Adjourned Meeting in person or telephonically by dialing in (+1) 712-432-0080, access code 512917#.

The Company is holding the meeting for the following purposes:

1)	To elect members of the Board of Directors, whose terms are described in the proxy statement;
2)	To approve and ratify the re-appointment of Paritz & Company, P.A as the Company’s independent accountants to audit the Company’s financial statements as at June 30, 2015 and for the fiscal year then ending; and

3) To transact such other business as may properly come before the meeting and any postponement or adjournment thereof.

Holders of record of TPI common stock at the close of business on March 30, 2015 (the “Record Date”), are entitled to vote at the Adjourned Meeting. The Board urges shareholders to vote “FOR ALL” of Item 1 and “FOR” of Item 2, and solicits your vote.

The date, time and location of the Meeting may be subject to further changes. The Company will promptly file an amendment to this Form 8-K should there be any further changes.

The press release filed as Exhibit 99.1 also includes information regarding our Adjourned Meeting.

Section 9 – Financial Statements and Exhibits

Item 9.01:  Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description
99.1	Press Release dated May 26, 2015

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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: May 26, 2015

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EX-99.1

Exhibit 99.1

TPI Adjourned Its 2014 Annual Shareholder Meeting and Received Notice of Non-Compliance with NYSE
MKT Continued Listing Requirements

Tianyin Pharmaceutical Inc. (NYSE Amex: TPI), a pharmaceutical company that specializes in the patented biopharmaceutical, modernized traditional Chinese medicine (mTCM), branded generics and active pharmaceutical ingredients (API), announced that the Company's Annual Meeting of Shareholders for fiscal year ended June 30, 2014 which was scheduled to be held at the Company’s office located in Chengdu, China and via conference call, at 9:00 AM (local time in Chengdu, China) on May 25, 2015 (the "Meeting") has been adjourned due to the lack of a quorum at the Meeting.  

Please note the following updated information pertinent to our upcoming meeting:

Issuer Name:​	Tianyin Pharmaceutical Co., Inc.
Type of Meeting:	​Annual Shareholder Meeting
Record Date:​	March 30, 2015
Meeting Date and Time (As Adjourned):	9:00 AM (local time in Chengdu, China) on Tuesday, June 23, 2015; a.k.a 9:00 PM (Eastern Standard Time) on Monday, June 22, 2015
Meeting Venue:	23rd Floor, Unionsun Yangkuo Plaza, No. 2, Block 3, Renmin Road South, Chengdu City, Sichuan Province, China 610041

Any shareholders as of the Record Date who have not yet submitted their proxies may still do so prior to the adjourned meeting date. For any questions, please contact Rico Portaro at rico@empirestock.com, call (702) 818-5898, or fax (702) 974-1444.

Please note that the notice of the Meeting, Proxy Statement and the Company’s Annual Report on Form 10-K are available at www. empirestock.com/proxy/tpi.html

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The Company received notice on May 21, 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 March 31, 2015 (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 June 4, 2015 addressing how it intends to regain compliance with Sections 134 and 1101 of the NYSE MKT Company Guide by August 21, 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 August 21, 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