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 1, 2019
Moxian, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55017 | 27-3729742 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
Units B & C, 9/F, Block D Fuhua Tower,
8 Chaoyangmen North Street Dongcheng District,
Beijing 100027 People’s Republic of China
(address of principal executive offices) (zip code)
Tel: +86 (010) 5332 0602
(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 240.13e-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. ¨
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.
As previously disclosed, on April 23, 2019, Moxian, Inc. (the “Company”) received a written notice (the “Notice”) from Nasdaq. As described in the Notice, the Company has not regained compliance with Nasdaq minimum bid price rule, Listing Rule 5550(a)(2) (the “Rule”). Although the Company implemented a reverse stock split on April 22, 2019, the Company needs maintain a bid price of $1 or greater for a minimum of 10 consecutive business in order to regain compliance with the Rule. Additionally, the Notice stated that the Company does not meet Nasdaq’s initial listing requirements to be eligible for a second grace period. Accordingly, Nasdaq determined that the Company’s securities will be scheduled for delisting from The Nasdaq Capital Market and will be suspended at the opening of business on May 2, 2019 and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.
On May 1, 2019, the Company issued a press release announcing that on April 30, 2019 it requested an oral hearing to appeal the decision of Nasdaq to delist the Company's securities. Accordingly, the delisting action referenced in the Notice has been stayed, pending a final written decision by the Nasdaq Hearings Panel. The hearing has been scheduled for June 6, 2019.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibits
| 99.1 | Press Release dated May 1, 2019 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MOXIAN, INC. | |||
| Date: May 1, 2019 | By: | /s/ Hao Qing Hu | |
| Name: | Hao Qing Hu | ||
| Title: | Chief Executive Officer | ||
Exhibit 99.1
Moxian, Inc. files Appeal on Delisting
Shenzhen, China, May 1st, 2019 - Moxian Inc (“Moxian” or the “Company”) (MOXC), an offline-to-online (O2O) social media services and Internet media marketing services provider, and an exclusive agent of Xinhua News APP, today announced that it has requested an oral hearing to appeal the decision of the Listing Qualifications Staff of The Nasdaq Stock Market LLC (''Nasdaq'') to delist the Company's securities from Nasdaq. Accordingly, the delisting action referenced in the Nasdaq Staff's determination letter dated April 23, 2019 has been stayed, pending a final written decision by the Nasdaq Hearings Panel (the ''Panel''). The hearing has been scheduled for June 6, 2019.
At the hearing, the Company must demonstrate its ability to regain compliance with the particular deficiency cited by Staff, as well as its ability to sustain long-term compliance with all applicable maintenance criteria.
About Moxian, Inc.
Founded in 2013, Moxian is located in Shenzhen, China, with branches in Beijing, Malaysia and Hong Kong, it is an O2O integrated platform operator, and a service provider of social media and Internet media marketing. The company’s “Moxian” mobile app platform connects users to merchant clients through their favorite games, rewards and social events, in return, to providing users with valuable information that merchant clients can use for effectively promoting products and services offered by their physical stores.
Safe Harbor Statement
This announcement contains forward-looking statements as defined in Section 21E of the Securities Exchange Act of 1934 as amended. These forward-looking statements are based on the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 and may be governed by terms such as “will,” “expect,” “anticipate,” “future,” “intend,” “plan,” Believe, “estimate”, “potential”, “continue”, “in progress”, “goal”, “guidance expectations” and similar statements are identified. The company may also include in its periodic reports to the US Securities and Exchange Commission (“SEC”), annual reports to shareholders, press releases and other written materials, as well as oral statements from third parties to the company’s management, directors or employees. Oral forward-looking statements. Any statements that are not historical facts, including statements about the company’s philosophy and expectations, are forward-looking statements that involve factors, risks, and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These factors and risks include, but are not limited to, the following: company’s goals and strategies; future business development; financial status and operating results; expected growth of China’s credit industry, especially the expected growth of China’s online lending platform; market-oriented and credit products and The demand and acceptance of services; and the ability of credit to attract and retain borrowers and lenders in the market; the relationship between the company and strategic partners; industry competition; and policies and regulations related to the company’s structure, business and industry. More detailed information about these and other risks and uncertainties is included in the company’s filings with the Securities and Exchange Commission. All information provided in the company’s introduction is the latest information as of the date of publication of the company. Except as provided by applicable law, the company is not obligated to update such information.
Contacts:
Investor Relations
| Phone: | +86 (010) 5332 0602 |
| Email: | ir@moxian.com |