UBXG U BX Technology Ltd

 

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 2024

 

Commission File Number:001-41987

 

U-BX Technology Ltd.

 

Zhongguan Science and Technology Park

No. 1 Linkong Er Road, Shunyi District, Beijing

People’s Republic of China

+86 10 0651-20297

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

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 ☐

 

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

On October 21, 2024 (the “Notification Date”), U-BX Technology Ltd. (the “Company”) received notification from the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the requirement to maintain a minimum closing bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2), because the closing bid price of the Company’s ordinary shares was below $1.00 per share for 31 consecutive business days. The notification does not impact the listing of the Company’s ordinary shares on the Nasdaq Capital Market at this time.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from the Notification Date, until April 21, 2025, to regain compliance with the minimum bid price requirement. During this period, the Company’s ordinary shares will continue to trade on the Nasdaq Capital Market. If at any time before April 21, 2025, the bid price of the Company’s ordinary shares closes at or above $1.00 per share for a minimum of ten consecutive trading days, Nasdaq will provide written notification that the Company has achieved compliance with this minimum bid price requirement.

 

In the event the Company does not regain compliance by April 21, 2025, the Company may be eligible for an additional 180 calendar day compliance period to demonstrate compliance with the bid price requirement. To qualify for the additional 180-day period, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, then Nasdaq will notify the Company of its determination to delist the Company.

 

The Company intends to take all reasonable measures to regain compliance under the Nasdaq Listing Rule 5550(a)(2). However, there can be no assurance that the Company will be able to maintain compliance with the Nasdaq Capital Market’s continued listing requirements or regain compliance with the minimum bid price requirement as set forth in Nasdaq Listing Rule 5550(a)(2).

 

On the Notification Date, the Company also received a letter (the “Letter”) from the staff at Nasdaq notifying the Company that, for the 30 consecutive business days prior to the date of the Letter, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $35 million required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2). The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq.

 

In accordance with Nasdaq listing rule 5810(c)(3)(C), the Company has 180 calendar days, or until April 21, 2025 (the “Compliance Period”), to regain compliance. The Letter notes that to regain compliance, the Company’s MVLS must close at or above $35 million for a minimum of ten consecutive business days during the Compliance Period. If the Company does not regain compliance by the end of the Compliance Period, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a hearings panel.

 

The Company intends to actively monitor the Company’s MVLS between now and April 21, 2025, and may, if appropriate, evaluate available options to resolve the deficiency and regain compliance with the MVLS requirement. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards.

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release – U-BX Technology Ltd. Announced Receipt of Notification Letter from Nasdaq, dated October 25, 2024

 

 

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.

 

	U-BX Technology Ltd.
Date: October 25, 2024	By:	/s/ Jian Chen
	Name:	Jian Chen
	Title:	Chief Executive Officer and Director

 

 

Exhibit 99.1

 

U-BX Technology Ltd. Announced Receipt of Notification Letter from Nasdaq

 

BEIJING, Oct. 25, 2024 (GLOBE NEWSWIRE) -- U-BX Technology Ltd. (the “Company” or “U-BX”) (NASDAQ:UBXG), a leading company providing value-added services using artificial intelligence-driven technology to businesses within the insurance industry, including insurance carriers and brokers, today announced that it has received written notifications (the “Notification Letters”) from the Listings Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on Oct. 21, 2024. The Notification Letters advised the Company that for the last 31 consecutive business days, the minimum closing bid price per share for the Company’s ordinary shares was below the $1.00 per share requirement for continued listing under Nasdaq Listing Rule 5550(a)(2). The Notification Letters also advised the Company that for the last 30 consecutive business days, the minimum Market Value of Listed Securities (MVLS) of the Company was below the $35 million requirement for continued listing under Nasdaq Listing Rule 5550(b)(2).

 

The Company would like to clarify that the Notification Letters have no current effect on the listing or trading of the Company’s securities on Nasdaq. Pursuant to Nasdaq Listing Rules 5810(c)(3)(A), the Company has been granted a compliance period of 180 calendar days, until April 21, 2025, to regain compliance with the Nasdaq Listing Rule 5550(a)(2). If, at any time during this compliance period, the closing bid price of the Company’s ordinary shares reaches US$1.00 per share or higher for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance, and the matter will be resolved. In the event the Company does not regain compliance by April 21, 2025, the Company may be eligible for an additional 180 calendar days. In addition, pursuant to Nasdaq Listing Rules 5810(c)(3)(C), the Company has been granted a compliance period of 180 calendar days, until April 21, 2025, to regain compliance with the Nasdaq Listing Rule 5550(b)(2). If, at any time during this compliance period, the Company’s MVLS closes at $35 million or more for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance, and the matter will be resolved.

 

The Company intends to actively monitor the bid price for its shares and the MVLS, and will evaluate available options to regain compliance with the continued listing requirements.

 

About U-BX Technology Ltd.

 

Headquartered in Beijing, UB-X Technology Ltd. is a provider of insurance technology in China. The Company focuses on providing value-added services using artificial intelligence-driven technology to businesses within the insurance industry. The Company’s services and products primarily include: 1) Digital promotion services. The Company helps institutional clients boost their social media visibility and generate revenue through consumer engagement and client promotions. 2) Risk assessment services. The Company has developed a unique algorithm named “Magic Mirror” that calculates payout risks for auto insurance coverage based on vehicle information. Insurance carriers purchase the personalized risk reports generated by the algorithm. Magic Mirror utilizes AI and optical character recognition technology to produce detailed risk assessments, including accident likelihood, potential claims, and estimated settlement amounts. and 3) Value-added bundled benefits to insurance carriers. The benefits packages include auto maintenance services, auto value added services, vehicle moving notification services etc. For more information, please visit: https://www.u-bx.com/ .

 

Forward-Looking Statement

 

This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. These forward-looking statements include, without limitation, the Company’s statements regarding the expected trading of its Ordinary Shares on the Nasdaq Capital Market and the closing of the Offering. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

 

For more information, please contact:

 

U-BX Technology Ltd.

 

Investor Relations Department

 

ir@u-bx.com

 

 

---