AMCF Andatee China Marine Fuel Services Corp (CE)

 

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): June 10, 2015

 

Andatee China Marine Fuel Services Corporation

(Exact name of registrant as specified in its charter)

______________

 

 

Delaware	001-34608	80-0445030
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

 

Unit C, No.68 of West Binhai Road, Xigang District, Dalian, P.R. of China

(Address of Principal Executive Office) (Zip Code)

 

011 (86411) 8240 8939

(Registrant’s telephone number, including area code)

 

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 (17 CFR 230.425)

 

¨ 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 June 10, 2015, Andatee China Marine Fuel Services Corporation (the “Company”) received a notification from the Nasdaq Stock Market (“Nasdaq”) notifying the Company that for the past 30 consecutive business days, the bid price for the Company’s common stock has closed below the minimum $1.00 per share continued listing requirement set forth in Nasdaq Listing Rule 5550(a)(2). Consistent with the Nasdaq rules, the Company has been granted a 180 calendar day (or until December 7, 2015) grace period to regain compliance with the foregoing continued listing deficiency. If at any time during the grace period, the Company’s common stock closes at least $1.00 per share for a minimum of 10 consecutive business days, the Company will regain its compliance with the minimum bid price deficiency. If and to the extent that the Company does not regain compliance with the foregoing continued listing deficiency, its securities will be subject to delisting. Until the Company is in compliance with the closing bid price rule, an indicator will be displayed with the quotation information related to the Company’s securities on NASDAQ.com and NASDAQTrader.com. The foregoing description of the Nasdaq notification is qualified in its entirety by the text of such notification a copy of which is filed as exhibit to this filing.

 

Item 8.01

Other Events

 

On June 16, 2015, the Company issued a press release relating to the foregoing event, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(c)

Exhibits

 

99.1

Press release dated June 16, 2015.

99.2

Nasdaq Notification letter dated June 10, 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.

	Andatee China Marine Fuel Services Corporation
	By:	/s/ Wang Hao
		Wang Hao, Chief Executive Officer

 

Date: June 16, 2015.

 

 

 

 

 

Exhibit 99.1

 

Andatee is Notified of Non-Compliance with Nasdaq $1.00 Minimum Bid Rule

 

June 16, 2015, DALIAN, Liaoning Province, China - Andatee China Marine Fuel Services Corporation (NASDAQ: AMCF) (the “Company”), announced that on June 10, 2015, the Company received a notification from the Nasdaq Stock Market (“Nasdaq”) notifying the Company was not in compliance with the minimum $1.00 per share continued listing requirement set forth in Nasdaq Listing Rule 5550(a)(2) because for the period from April 28, 2015 to June 9, 2015, the bid price for the Company’s common stock has closed below the minimum $1.00 per share. Consistent with the Nasdaq rules, the Company has been granted a 180 calendar day (or until December 7, 2015) grace period to regain compliance with the foregoing continued listing deficiency. If at any time during the grace period, the Company’s common stock closes at least $1.00 per share for a minimum of 10 consecutive business days, the Company will regain its compliance with the minimum bid price deficiency. If and to the extent that the Company does not regain compliance with the foregoing continued listing deficiency, its securities will be subject to delisting. Until the Company is in compliance with the closing bid price rule, an indicator will be displayed with the quotation information related to the Company’s securities on NASDAQ.com and NASDAQTrader.com.

 

About Andatee

 

Andatee China Marine Fuel Services Corporation is based in Dalian, PRC.

 

Safe Harbor Relating to the Forward Looking Statements

 

Statements contained in this press release not relating to historical facts are forward-looking statements that are intended to fall within the safe harbor rule under the Private Securities Litigation Reform Act of 1995. All forward-looking statements included herein are based upon information available to the Company as of the date hereof and, except as is expressly required by the federal securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or for any other reason. To the extent that any statements made here are not historical, these statements are essentially forward-looking. The Company uses words and phrases such as "guidance," "forecasted," "projects," "is expected," "remain confident," "will" and/or similar expressions to identify forward-looking statements in this press release. Undue reliance should not be placed on forward-looking information. The Company may also make written or oral forward-looking statements in its periodic reports filed with the U.S. Securities and Exchange Commission and other written materials and in oral statements made by its officers, directors or employees to third parties. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by these forward-looking statements. Such risk factors include, without limitation, 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 2014 audit and filing of the 2014 Annual Report on Form 10-K or any of the subsequent filings within the projected timeframe, its ability to maintain listing of its securities on Nasdaq, the Company’s ability to properly execute our business model, oil price stability, to address price and demand volatility, to counter weather and seasonal fluctuations, to attract and retain management and operational personnel, potential volatility in future earnings, fluctuations in the Company's operating results, our ability to expand geographically into new markets and successfully integrate future acquisitions, our ability to integrate and capitalize on the recent acquisitions, PRC governmental decisions and regulation, and existing and future competition that the Company is facing. Additional risks that could affect our future operating results are more fully described in our U.S. Securities and Exchange Commission filings, including our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC and other subsequent filings. These filings are available at http://www.sec.gov. The Company may, from time to time, make additional written and oral forward-looking statements, including statements contained in our filings with the SEC and our reports to shareholders. We do not undertake to update any forward-looking statements that may be made from time to time by or on our behalf.

 

 

 

 

 

Exhibit 99.2

 

 

	805 King Farm Blvd.
	Rockville, MD 20850 / USA
	Nasdaq.com

 

Sent via Electronic Delivery to: ywanghao@126.com; AOrudjev@schiffhardin.com; pwong@colomagc.com

 

June 10, 2015

 

Mr. Wang Hao

President, Chief Executive Officer

Andatee China Marine Fuel Services Corporation

Unit C, No.68 of West Binhai Road, Xigang District

Dalian, P.R. of China

 

Re:

Andatee China Marine Fuel Services Corporation (the “Company”)

Nasdaq Security: Common Stock

Nasdaq Symbol: AMCF

 

Dear Mr. Hao:

 

As discussed with Alec Orudjev, our Listing Rules (the “Rules”) require listed securities to maintain a minimum bid price of $1 per share. Based upon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement.¹ However, the Rules also provide the Company a compliance period of 180 calendar days in which to regain compliance.

 

If at any time during this 180 day period the closing bid price of the Company’s security is at least $1 for a minimum of ten consecutive business days, we will provide you written confirmation of compliance and this matter will be closed. Please note that if the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to the expiration date in the table below in order to regain compliance.²

 

In the event the Company does not regain compliance, the Company may be eligible for additional time. To qualify, 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 of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, we will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, we will provide notice that its securities will be subject to delisting.³

 

¹ For online access to all Nasdaq Rules, please see “Nasdaq Reference Links,” included with this letter.

² For additional information with respect to compliance periods please see the “Nasdaq Reference Links” on the attached page and access the link “Frequently Asked Questions” related to “continued listing.”

³ At that time, the Company may appeal the delisting determination to a Hearings Panel.

 

 

Mr. Wang Hao

June 10, 2015

Page 2

 

Our Rules require that the Company promptly disclose receipt of this letter by either filing a Form 8-K, where required by SEC rules, or by issuing a press release. The announcement needs to be made no later than four business days from the date of this letter and must include the continued listing criteria that the Company does not meet.⁴ The Company must also provide a copy of the announcement to Nasdaq’s MarketWatch Department at least 10 minutes prior to its public release.⁵ Please note that if you do not make the required announcement trading in your securities will be halted.⁶

 

The following table summarizes the critical dates and informationas related to this matter.

 

Period below $1.00 bid price		Expiration of 180 calendar day compliance period		Public Announcement Due Date		Relevant Listing Rules
April 28, 2015 to June 9, 2015		December 7, 2015		June 16, 2015		5550(a)(2) – bid price 5810(c)(3)(A) – compliance period 5810(b) – public disclosure 5505 – Capital Market criteria

 

Finally, an indicator will be displayed with quotation information related to the Company’s securities on NASDAQ.com and NASDAQTrader.com and may be displayed by other third party providers of market data information. Also, a list of all non-compliant Nasdaq companies and the basis for such non-compliance is posted on our website at https://listingcenter.nasdaqomx.com. The Company will be included in this list commencing five business days from the date of this letter.

 

If you have any questions, please do not hesitate to contact me at +1 301 978 8062.

 

Sincerely,

 

 

 

Darryl Bass

Listing Analyst

Nasdaq Listing Qualifications

 

⁴ Listing Rule 5810(b).

⁵ The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure service available at www.NASDAQ.net.

⁶ Listing Rule IM-5810-1.

 

 

NASDAQ REFERENCE LINKS

 

Topic		Description
NASDAQ Listing Rules		All initial and continued listing rules
Corporate Governance		Board composition , committee requirements and shareholder approval
Fees		FAQ's Listing Fees
Frequently Asked Questions (FAQ's)		Topics related to initial listing and continued listing
Hearing Requests & Process		Discussion of the Nasdaq Hearings process
Listing of Additional Shares (LAS)		Explanation of Nasdaq’s Listing of Additional Shares process
Transfer to the Nasdaq Capital Market		Procedures and application to transfer securities to the Nasdaq Capital Market

 

Access to all Nasdaq listing information and forms can be accessed at the following:

https://listingcenter.nasdaq.com