Current Report Filing (8-k)
07 November 2019 - 12:01AM
Edgar (US Regulatory)
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): November 6, 2019 (November 5, 2019)
KINGOLD JEWELRY, INC.
(Exact name of registrant as specified
in its charter)
Delaware
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001-15819
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13-3883101
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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No. 8 Han Huang Road
Jiang’an District
Wuhan, Hubei Province, PRC
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430023
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (011)
86 27 65694977
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, $0.001 par value
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KGJI
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The NASDAQ Capital Market
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Indicate by check mark whether the registrant
is an emerging growth company 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. ¨
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Item 3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing
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As previously reported, on November 9,
2018, Kingold Jewelry Inc. (the “Company”) received a notification letter (the “Notice”) from The Nasdaq
Stock Market (“Nasdaq”) advising the Company that for 30 consecutive business days preceding the date of the Notice,
the bid price of the Company’s common stock had closed below the $1.00 per share minimum required for continued listing on
The Nasdaq Capital Market pursuant to Nasdaq Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Rule”).
The Company was provided 180 calendar days,
or until May 8, 2019, to regain compliance with the Minimum Bid Price Rule. The Company was unable to regain compliance with the
Minimum Bid Price Rule by May 8, 2019. On May 9, 2019, Nasdaq granted the Company an additional 180 calendar days, or until November
4, 2019, to regain compliance with the $1.00 per share minimum required for continued listing on The Nasdaq Capital Market pursuant
to the Minimum Bid Price Rule.
The Nasdaq determination to grant the second
compliance period was based on the Company’s meeting the continued listing requirement for market value of publicly held
shares and all other applicable requirements for initial listing on The Nasdaq Capital Market, with the exception of the bid price
requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period
by effecting a reverse stock split, if necessary.
Accordingly, on October 21, 2019, the Company
completed a 1 for 6 reverse stock split. Since completion of the reverse split, Nasdaq has determined that for 10 consecutive business
days, from October 22 through and including November 4, 2019, the closing bid price of the Company’s common stock has been
at $1.00 per share or greater.
On November 5, 2019, Nasdaq notified the
Company that it has regained compliance with Listing Rule 5550(a)(2) and the matter is now closed.
The Company issued a press release announcing
that it had regained compliance with Nasdaq Marketplace Rules effective November 5, 2019. A copy of the press release is attached
as Exhibit 99.1.
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Item 9.01
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Financial Statements and Exhibits.
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SIGNATURES
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.
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KINGOLD JEWELRY, INC.
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By:
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/s/ Zhihong Jia
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Name:
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Zhihong Jia
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Title:
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Chief Executive Officer
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Date: November 6, 2019
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