CURRENT REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
Amendment No. 1 to
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
January 5, 2016
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 December 2, 2015, Tianyin Pharmaceutical Co., Inc. (the “Company”) filed a Current Report on Form 8-K (“Form 8-K”) to disclose that, on November 25, 2015, it received a notice from the NYSE MKT Staff indicating that the Company was 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 September 30, 2015 (the “Form 10-Q”) beyond the extended filing due date, in addition to the delay in filing of its Annual Report on Form 10-K for the year ended June 30, 2015 (the “Form 10-K”). On December 4, 2015, the Company submitted to the Exchange a supplement (“Supplement”) to its compliance plan dated October 19, 2015.
On January 5, 2016, the Company received a Plan Acceptance Letter from the Exchange (“Plan Acceptance Letter”), in which the Exchange indicated its acceptance of the Company’s compliance plan and granted a plan period through April 1, 2016, subject to the following conditions:
| 1. | The Company must regain possession of the files taken by the Sichuan Province Public Security Department (“SPPSD”) by April 1, 2016; |
| 2. | The Company must comply with the Exchange’s timely alert policy when it has material news pursuant to Part 4 of the NYSE MKT Company Guide; and |
| 3. | The Company should give serious consideration to disclosing estimated figures that reflect its current financial condition. |
NYSE Regulation Staff will review the Company periodically for compliance with the initiatives outlined in its compliance plan. If any adverse development occurs in the interim, the Company is not in compliance with the continued listing standards by April 1, 2016 or if the Company does not make progress consistent with the compliance plan within the plan period, Exchange staff will initiate delisting procedures as appropriate. If that occurs, the Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.
On January 11, 2016, we issued a press release regarding the receipt of the Plan Acceptance Letter from the Exchange. 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 January 11, 2016 |
| 2 |
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: January 11, 2016
3
Exhibit 99.1
TPI Received Acceptance Letter From NYSE MKT Regarding its Plan of Compliance with Continued Listing Requirements
Tianyin Pharmaceutical Inc. (NYSE Amex: TPI) (the “Company”), a pharmaceutical company that specializes in the patented biopharmaceutical, modernized traditional Chinese medicine (mTCM), branded generics and active pharmaceutical ingredients (API), received a plan acceptance letter (the “Plan Acceptance Letter”) on January 5, 2016 from the NYSE MKT LLC (the “Exchange”) indicating that the Exchange accepted the Company’s compliance plan, submitted on October 19, 2015 and supplemented on December 4, 2015, regarding the Company’s non-compliance of certain of the Exchange’s continued listing standards, as set forth in Sections 134 and 1101 of the NYSE MKT Company Guide.
The Company was notified by the Exchange previously of its noncompliance of the continued listing standards due to the delay in filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2015 (the “Form 10-Q”), in addition to the delay in filing of its Annual Report on Form 10-K for the year ended June 30, 2015 (the “Form 10-K”).
In the Plan Acceptance Letter, the Exchange indicated its acceptance of the Company’s compliance plan and granted a plan period through April 1, 2016, subject to the following conditions:
| 1. | The Company must regain possession of the files taken by the Sichuan Province Public Security Department (“SPPSD”) by April 1, 2016; |
| 2. | The Company must comply with the Exchange’s timely alert policy when it has material news pursuant to Part 4 of the NYSE MKT Company Guide; and |
| 3. | The Company should give serious consideration to disclosing estimated figures that reflect its current financial condition. |
NYSE Regulation Staff will review the Company periodically for compliance with the initiatives outlined in its compliance plan. If any adverse development occurs in the interim, the Company is not in compliance with the continued listing standards by April 1, 2016 or if the Company does not make progress consistent with the compliance plan within the plan period, Exchange staff will initiate delisting procedures as appropriate. If that occurs, the Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.
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