Report of Foreign Issuer (6-k)
November 01 2019 - 3:53PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2019
Commission File Number: 001-38206
TDH HOLDINGS, INC.
(Translation of registrant’s name into
English)
c/o Qingdao Tiandihui Foodstuffs Co. Ltd.,
Room 1809,
Financial Square, 197 Shuangzhu Road, Huangdao
District, Qingdao
Shandong Province, People’s
Republic of China
Tel: +86-532-8591-9267
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934. Yes ☒ No ☐
If “Yes” is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b): 82-_______________.
Nasdaq Compliance Confirmation and a Panel
Monitor
On October 29, 2019, TDH
Holdings, Inc. (the “Company”) received Nasdaq confirmation of the Company’s regaining technical compliance with
the minimum stockholders’ equity rule and with other applicable requirements as set forth in the Panel’s decision following
an oral hearing in August 2019.
In connection with this
confirmation, the Nasdaq Panel imposes a Panel Monitor under Listing Rule 5815(d)(4)(A) until October 30, 2020 for the purposes
of monitoring the Company’s continued compliance with the stockholders’ equity requirement. If and to the extent the
Company’s stockholders’ equity falls below $2.5 million and the Company does not qualify for listing under an alternative
to the stockholders’ equity rule, the Panel (or a newly convened Panel if the initial Panel is unavailable) will promptly
conduct a hearing with respect to this deficiency, and the Company’s securities may be immediately delisted from Nasdaq.
During the monitoring period, the Company will be obligated to notify the Panel, in writing, in the event its stockholders’
equity falls below $2.5 million for any reason, and in the event the Company falls out of compliance with any other applicable
listing requirement. In the event that the Company fails to comply with any other requirement for continued listing during the
monitoring period, the Company will be provided written notice of the deficiency and an opportunity to present a definitive plan
to regain compliance to the Panel. The Panel will thereafter render a determination with respect to the Company’s continued
listing on Nasdaq. Notwithstanding Listing Rule 5810(c), the Company will not be permitted to provide the Listing Qualifications
Department a plan of compliance with respect to any deficiency that arises during the monitor period, and the Listing Qualifications
Department will not be permitted to grant additional time for the Company to regain compliance with respect to any deficiency.
If the Company is delisted
from Nasdaq, its common shares may be traded over-the-counter on the OTC Bulletin Board or in the “pink sheets” if
one or more market makers seeks and obtains approval by the Financial Industry Regulatory Authority to continue quoting in the
Company’s common shares. Many over-the-counter stocks trade less frequently and in smaller volumes than securities traded
on Nasdaq, which would likely have a material adverse effect on the liquidity and value of the Company’s common shares.
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
thereunto duly authorized.
Dated: November 1, 2019
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TDH Holdings, Inc.
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By:
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/s/ Dandan Liu
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Name:
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Dandan Liu
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Title:
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Chief
Executive Officer
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