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    SPI Energy Co. Ltd. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Regulation FD Disclosure, Financial Statements and Exhibits

    11/21/24 4:51:29 PM ET
    $SPI
    Semiconductors
    Technology
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    SPI Energy Co., Ltd. 8-K
    false 0001210618 0001210618 2024-11-20 2024-11-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

    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

     

    November 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 Shares, par value $0.0001 per 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.

     

    On November 19, SPI Energy Co., Ltd. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) issuing a Staff determination (the “Staff Determination”).

     

    The Staff Determination noted that since the Company has not yet filed its Form 10-Q for the period ended September 30, 2024, it no longer complies with Nasdaq Listing Rule 5250(c)(1) (“Rule”) which requires the timely filing of all required periodic reports with the SEC. The Company has not regained compliance with the Rule. Accordingly, this matter serves as an additional basis for delisting the Company’s securities from Nasdaq. All information addressing this matter must be included in the Company’s prehearing submission to the Nasdaq Hearings Panel due November 26, 2024.

     

    Item 7.01 Regulation FD Disclosure

     

    On November 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 Staff Determination. 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.

     

    99.1   Press Release of SPI Energy Co., Ltd. dated November 21, 2024.
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

     

     

     

     

     

     

     

     

     2 

     

     

    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.  
           

    November 21, 2024

    By: /s/ Xiaofeng Peng  
        Xiaofeng Peng  
        Chief Executive Officer  

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     3 

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