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):
December 1, 2015
SUTOR
TECHNOLOGY GROUP LIMITED
(Exact name
of registrant as specified in its charter)
Nevada 001-33959 87-0578370
| Nevada |
001-33959 |
87-0578370 |
| |
|
|
| (State of Incorporation) |
(Commission File No.) |
(IRS Employer ID No.) |
No. 8, Huaye Road
Dongbang Industrial Park
Changshu, China 215534
(Address of Principal Executive Offices)
(86) 512-52680988
Registrant’s Telephone Number, Including
Area Code:
(Former name or former
address, if changed since last report)
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.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)) |
Item 3.01 Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 24, 2015, Sutor Technology
Group Limited (the “Company”) received notice (the “Notice”) from the Listing Qualifications Department
of The NASDAQ Stock Market indicating that the Company does not comply with Nasdaq Listing Rule 5250(c)(1) because the Company
has not yet filed its Form 10-Q for the period ended September 30, 2015 (the “Form 10-Q”), and because, as previously
announced, the Company has not filed its Form 10-K for the fiscal year ended June 30, 2015 (the “Form 10-K”).
Pursuant to the Notice, the Company has
until December 14, 2015 to submit a plan to regain compliance with respect to these delinquent reports. If Nasdaq accepts the Company’s
plan to regain compliance, it may grant an exception of up to 180 calendar days from the due date of the Company’s Form 10-K,
or March 28, 2016.
The Company issued a press release on December
1, 2015, disclosing receipt of the notice letter. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 8.01 Other Events
On November 18, 2015, the Company received
a letter from the Staff of the Securities and Exchange Commission (“SEC”) informing the Company that they have concluded
the investigation as to the Company. Based on the information they have to date, they do not recommend an enforcement action by
the SEC against the Company. The Company previously disclosed the receipt of the Subpoena from the SEC on its currently report
on Form 8-K filed on March 2, 2015.
The Company issued a press release on December
1, 2015, disclosing the termination of SEC investigation. A copy of the press release is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description |
| 99.1 |
Press release dated December 1, 2015.
|
| 99.2 |
Press release dated December 1, 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.
Sutor Technology Group Limited
Date: December 1, 2015
| /s/ Lifang Chen |
|
| Chief Executive Officer |
|
EXHIBIT INDEX
| Exhibit |
Description |
| 99.1 |
Press release dated December 1, 2015.
|
| 99.2 |
Press release dated December 1, 2015. |
Exhibit 99.1
Sutor Technology Group Limited Announces
Receipt of NASDAQ Non-Compliance Letter Due to Delay in Filing Quarterly Report on Form 10-Q
CHANGSHU, China,
December 1, 2015 -- Sutor Technology Group Limited (the "Company" or "Sutor") (Nasdaq: TOR), one of the leading
China-based manufacturers and customized service providers for fine finished steel products used by a variety of downstream applications,
today announced that it received a letter from the Listing Qualifications Department of The NASDAQ Stock Market, on November 24,
2015 (the "Letter"), informing the Company that it does not comply with the Nasdaq continued listing requirements set
forth in Nasdaq Listing Rule 5250(c)(1), which requires the timely filing of periodic reports because the Company has not yet filed
its Form 10-Q for the period ended September 30, 2015 (the “Form 10-Q”). The Nasdaq notification letter does not result
in the immediate delisting of the Company’s common stock, and the stock will continue to trade uninterrupted under its current
trading symbol.
The Company has until December 14, 2015,
to submit a plan to regain compliance with respect to the above delinquent reports. The Nasdaq Listing Rules provide that the Staff
can grant the Company an exception of up to 180 calendar days from the filing's due date, or March 28, 2016 to regain compliance
if Nasdaq accepts the Company's plan of compliance. The Company expects to submit the delinquent reports or the plan of compliance
before the deadline.
About Sutor Technology Group Ltd
Sutor is one of the leading China-based
manufacturers and customized service providers for high-end fine finished steel products and welded steel pipes used by a variety
of downstream applications. The Company utilizes a variety of in-house developed processes and technologies to convert steel manufactured
by third parties into fine finished steel products, including hot-dip galvanized steel, pre-painted galvanized steel, acid-pickled
steel, cold-rolled steel and welded steel pipe products. The Company also provides fee-based steel processing services to customers,
including industrial peers. To learn more about the Company, please visit http://www.sutorcn.com/en/index.php.
Forward-Looking Statements
This press release includes certain statements
that are not descriptions of historical facts, but are “forward-looking statements” in nature within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements include, among others, those concerning our expected financial
performance, liquidity and strategic and operational plans, our future operating results, our expectations regarding the market
for our products, our expectations regarding the steel market, as well as all assumptions, expectations, predictions, intentions
or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance
and that a number of risks and uncertainties could cause our actual results to differ materially from those anticipated, expressed
or implied in the forward-looking statements. These risks and uncertainties include, but not limited to, the Company’s ability
to submit a plan of compliance that will be approved by the Nasdaq staff, the Company’s ability to complete the 2015 audit
and filing of the 2015 annual report on Form 10-K and quarterly report on From 10-Q for the period ended September 30, 2015 within
the projected timeframe, its ability to maintain listing of its securities on Nasdaq, the factors mentioned in the "Risk Factors"
section of our Annual Report on Form 10-K for the year ended June 30, 2014, and other risks mentioned in our other reports filed
with the Securities Exchange Commission (“SEC”). Copies of filings made with the SEC are available through the SEC's
electronic data gathering analysis retrieval system (EDGAR) at http://www.sec.gov. The words "believe," "expect,"
"anticipate," "project," "targets," "optimistic," "intend," "aim,"
"will" or similar expressions are intended to identify forward-looking statements. All statements other than statements
of historical fact are statements that could be deemed forward-looking statements. The Company assumes no obligation and does not
intend to update any forward-looking statements, except as required by law.
For more information, please contact:
Investor Relations
Sutor Technology Group Limited
Tel: +86-512-5268-0988
Email: investor_relations@sutorcn.com
Exhibit 99.2
Sutor Technology Group Limited Announces
Conclusion of SEC Investigation
CHANGSHU, China, December 1, 2015 -- Sutor
Technology Group Limited (the "Company" or "Sutor") (Nasdaq: TOR), one of the leading China-based manufacturers
and customized service providers for fine finished steel products used by a variety of downstream applications, today announced
that it received a letter dated November 18, 2015 from the staff of the U.S. Securities and Exchange Commission (the "SEC")
advising that they have concluded the investigation of Sutor. Based on information they have to date, they do not intend to recommend
an enforcement action by the SEC against Sutor. As previously disclosed, Sutor received a subpoena dated March 2, 2015 in connection
with the SEC's investigation.
Ms. Lifang Chen, Chairwoman and CEO of
Sutor commented, "We are pleased that the SEC has concluded its investigation. We respect the SEC and its mandate to protect
investors. We are committed to maximize shareholders’ interests and drive long term growth, and will continue to pursue it
with transparency and in compliance with all applicable laws and regulations."
About Sutor Technology Group Ltd
Sutor is one of the leading China-based
manufacturers and customized service providers for high-end fine finished steel products and welded steel pipes used by a variety
of downstream applications. The Company utilizes a variety of in-house developed processes and technologies to convert steel manufactured
by third parties into fine finished steel products, including hot-dip galvanized steel, pre-painted galvanized steel, acid-pickled
steel, cold-rolled steel and welded steel pipe products. The Company also provides fee-based steel processing services to customers,
including industrial peers. To learn more about the Company, please visit http://www.sutorcn.com/en/index.php.
Forward-Looking Statements
This press release includes certain statements
that are not descriptions of historical facts, but are “forward-looking statements” in nature within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements include, among others, those concerning our expected financial
performance, liquidity and strategic and operational plans, our future operating results, our expectations regarding the market
for our products, our expectations regarding the steel market, as well as all assumptions, expectations, predictions, intentions
or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance
and that a number of risks and uncertainties could cause our actual results to differ materially from those anticipated, expressed
or implied in the forward-looking statements. These risks and uncertainties include, but not limited to, the factors mentioned
in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended June 30, 2014, and other risks mentioned
in our other reports filed with the Securities Exchange Commission (“SEC”). Copies of filings made with the SEC are
available through the SEC's electronic data gathering analysis retrieval system (EDGAR) at http://www.sec.gov. The words "believe,"
"expect," "anticipate," "project," "targets," "optimistic," "intend,"
"aim," "will" or similar expressions are intended to identify forward-looking statements. All statements other
than statements of historical fact are statements that could be deemed forward-looking statements. The Company assumes no obligation
and does not intend to update any forward-looking statements, except as required by law.
For more information, please contact:
Investor Relations
Sutor Technology Group Limited
Tel: +86-512-5268-0988
Email: investor_relations@sutorcn.com
Sutor Technology Group, Ltd. (NASDAQ:TOR)
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