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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
May
20, 2024
Date of Report (Date of earliest event reported)
SPI Energy
Co., Ltd.
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands |
|
001-37678 |
|
20-4956638 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
4803
Urbani Ave.
McClellan
Park, CA |
|
95652 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (408) 919-8000
N/A
(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:
| |
☐ |
Written communications pursuant to Rule 425 under the Securities Act |
| |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Ordinary Share |
|
SPI |
|
The NASDAQ Global Select Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 the Current Report
on Form 8-K of SPI Energy Co., Ltd. (the “Company”) filed on April 22, 2024, the Company received a notice (the “Initial
Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on April 19, 2024 notifying
the Company that due to the Company’s failure (the “Initial Delinquent Filing”) to timely file its Annual Report on
Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”), with the Securities and Exchange Commission (the
“SEC”), the Company is not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1)
(the “Rule”), which requires the timely filing of all required periodic reports with the SEC.
The Company received a delinquency notification
letter (the “Notice”) from Nasdaq on May 20, 2024 due to the Company’s non-compliance with the Rule as a result of the
Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the “Form
10-Q”). The Notice states that the Company has until June 18, 2024 to submit to Nasdaq a plan to regain compliance with the Nasdaq
Listing Rules. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to October 14, 2024, or 180 days from
the due date of the Initial Delinquent Filing, for filing the Form 10-K and the Form 10-Q to regain compliance. If the Company fails to
timely regain compliance with Nasdaq Listing Rule 5250(c)(1), the Company’s ordinary shares will be subject to delisting from Nasdaq.
The Company continues to work diligently to complete
the 2023 Form 10-K and the Form 10-Q.
Item
7.01 Regulation FD Disclosure
On May 21, 2024, the Company issued a press release
to comply with the requirements of Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice. The full text of the
press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance
with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not
be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, or the Securities
Exchange Act of 1934, except as shall be expressly set forth by specific reference in that filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Forward Looking Statements
Certain information contained
in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that
involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,”
“intends,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements,
but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance
and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that
the Company will regain compliance with the Rule during any compliance period or in the future, or otherwise meet Nasdaq compliance standards,
that the Company will be eligible for a second compliance period, or that Nasdaq will grant the Company any relief from delisting as necessary
or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in
this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements
to reflect changes in information, events or circumstances after the date of this report, unless required by law.
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.
| |
SPI ENERGY CO., LTD. |
|
| |
|
|
|
May 21, 2024 |
By: |
/s/ Xiaofeng Peng |
|
| |
|
Xiaofeng Peng |
|
| |
|
Chief Executive Officer |
|
Exhibit 99.1
SPI Energy Announces Receipt of
Nasdaq Non-Compliance Notice
MCCLELLAN PARK, CA / ACCESSWIRE / May 21, 2024
/ SPI Energy Co., Ltd., (NASDAQ:SPI) (the "Company"), a global renewable energy company and provider of solar storage solutions
for business, residential, government, logistics and utility customers, today announced that it received a notice (the “Notice”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that due to the
Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the “Form
10-Q”), with the Securities and Exchange Commission (the “SEC”), the Company is not in compliance with Nasdaq’s
continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires the timely filing of all
required periodic reports with the SEC.
As previously disclosed on a Current Report on
Form 8-K of the Company filed on April 22, 2024, the Company received a notice (the “Initial Notice”) from Nasdaq on April
19, 2024 notifying the Company that due to the Company’s failure (the “Initial Delinquent Filing”) to timely file its
Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”), with the SEC, the Company is not
in compliance with the Rule.
The Notice states that the Company has until June
18, 2024 to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules. If Nasdaq accepts the Company’s plan, then
Nasdaq may grant the Company up to October 14, 2024, or 180 days from the due date of the Initial Delinquent Filing, for filing the Form
10-K and the Form 10-Q to regain compliance. If the Company fails to timely regain compliance with Nasdaq Listing Rule 5250(c)(1), the
Company’s ordinary shares will be subject to delisting from Nasdaq.
The Company continues to work diligently to complete
the Form 10-K and the Form 10-Q.
This announcement is made in compliance with the
Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a notification of deficiency.
About SPI Energy Co., Ltd.
SPI Energy Co., Ltd. (NASDAQ: SPI) is a global
renewable energy company and provider of solar, storage solutions that was founded in 2006 in Roseville, California and is headquartered
in McClellan Park, California.
The Company comprises the following core divisions:
(a) SPI Solar commercial & utility solar business develops and provides a full spectrum of EPC services to third party project developers.
(b) Orange Power business owns and operates solar projects that sell electricity to the grid in multiple regions, including the U.S.,
U.K., and Europe. (c) SolarJuice is a leader in renewable energy system solutions for residential and small commercial markets with solar
wholesale distribution business in Australia, and residential solar and roofing installation business in California. SolarJuice also manufactures
solar cells & modules in United States under the Solar4America brand. (d) SEM Wafertech develops American solar wafer manufacturing
at Sumter, SC.
SPI maintains global operations in North America,
Australia, Asia and Europe and is also targeting strategic investment opportunities in fast growing green energy industries such as battery
storage, charging stations, and others which leverage the Company's expertise and substantial solar cash flow.
For more information on SPI Energy and its subsidiaries,
the Company recommends that stockholders, investors and any other interested parties read the Company's public filings and press releases
available under the Investor Relations section at or available at www.sec.gov.
Forward-Looking Statements
Certain information contained in this report consists
of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties
and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,”
“potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does
not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions
or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will
regain compliance with the Rule during any compliance period or in the future, or otherwise meet Nasdaq compliance standards, that the
Company will be eligible for a second compliance period, or that Nasdaq will grant the Company any relief from delisting as necessary
or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in
this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements
to reflect changes in information, events or circumstances after the date of this report, unless required by law.
Contact:
SPI Energy Co., Ltd.
IR Department
Email: ir@spigroups.com
Dave Gentry
RedChip Companies, Inc.
Phone:(407) 491-4498
SPI@redchip.com
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