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): October 20, 2023

CHINA GREEN AGRICULTURE, INC.

(Exact name of Registrant as specified in charter)

Registrant’s telephone number, including area code: (+86) 29-88231591

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:

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

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

On October 16, 2023, China Green Agriculture, Inc. (the “Company”) received a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with the NYSE’s continued listing requirements under the timely filing criteria established in Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “2023 Form 10-K”).

As reported by the Company in its Form 12b-25 filed with the Securities and Exchange Commission (the “SEC”) on October 2, 2023, the Company was unable to file the 2023 Form 10-K within the prescribed time period without unreasonable effort or expense. The extension period provided under Rule 12b-25 expired on October 13, 2023. The Company is unable to meet the filing deadline for the filing of its 2023 Form 10-K due, in part, to circumstances in finalizing the accounting for its transition and development into new business of crypto currencies. As a result, the Company requires additional time to finalize its financial statements and related disclosures to complete its 2023 Form 10-K until after October 20, 2023. The Company is currently working closely with its principal accounting firm to complete the filing of its 2023 Form 10-K as soon as reasonably practicable.

The NYSE has informed the Company that, under the NYSE’s rules, the Company will have six months from the filing due date to file its 2023 Form 10-K. The Company can regain compliance with the NYSE listing standards during this six-month period when the Company files its 2023 Form 10-K with the SEC. If the Company fails to file its 2023 Form 10-K within such six-month period, the NYSE may, in its sole discretion, allow the Company’s common stock to trade for up to an additional six months depending on specific circumstances. Until the Company files its 2023 Form 10-K, the Company’s common stock will remain listed on the NYSE under the symbol “CGA” and will be assigned a “LF” indicator to signify late filing status.

As noted above, the Company is working diligently to complete its 2023 Form 10-K to regain compliance with the NYSE continued listing standards.

Item 8.01 Other Events.

In accordance with the NYSE’s procedures, the Company issued a press release announcing the receipt of the NYSE letter dated October 20, 2023. Attached as Exhibit 99.1 hereto, and incorporated herein by reference, is a copy of the Company’s press release dated October 20, 2023, announcing the receipt of the NYSE letter.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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 hereunto duly authorized.

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