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EX-99.2 - EXHIBIT 99.2 - Andatee China Marine Fuel Services Corpv406840_ex99-2.htm
EX-99.1 - EXHIBIT 99.1 - Andatee China Marine Fuel Services Corpv406840_ex99-1.htm

 

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): April 6, 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 April 6, 2015, Andatee China Marine Fuel Services Corporation (the “Company”) received a notification from the Nasdaq Stock Market (“Nasdaq”) informing the Company that since it had not filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2014, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1). The Nasdaq notification letter does not result in the immediate delisting of the Company’s common stock, and the stock will continue to trade uninterrupted under its current trading symbol. The Company must submit a plan of compliance with the foregoing listing deficiency by no later than June 5, 2015. If its plan is approved by the Nasdaq staff, the Company may be eligible for a listing exception of up to 180 calendar days (or until September 28, 2015) to regain compliance. If the Nasdaq staff concludes that the Company will not be able to cure the deficiency, or if the Company determines not to submit the required materials or make the required representations, the Company's common stock will be subject to delisting by Nasdaq. 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.

 

As the Company disclosed in its Current Report on Form 8-K filed March 31, 2015, the Company expects the completion of the 2014 audit and filing of the 2014 Annual Report by no later than April 30, 2015.

 

Certain statements in this report that are not based on historical fact are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995), include, among others, the Company’s expectations relating to the completion of the 2014 audit and filing of the 2014 Annual Report. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of the Company’s control, that could cause actual results to materially differ from such statements. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intention to, and undertake no obligation to, update or revise any forward-looking statement.

 

Item 8.01 Other Events

 

On April 10, 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 April 10, 2015.
99.2 Nasdaq Notification letter dated April 6, 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:      April 10, 2015.