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): October 19, 2016

YULONG ECO-MATERIALS LIMITED

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code +86-375-8888988

(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))

Forward Looking Statements

Certain matters discussed in this Current Report on Form 8-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to management. Such forward-looking statements include statements regarding the timing or outcome of the NASDAQ listing qualification deficiency process or the ability of the registrant to successfully maintain its NASDAQ listing, and the timing of the filing of its Annual Report on Form 10-K for the fiscal year ended June 30, 2016. We caution you not to place undue reliance on any such forward-looking statements. Several factors could cause actual results to differ materially from those expressed in or contemplated by the forward-looking statements, including those discussed in detail in the registrant’s filings with the SEC, including its prior Annual Reports on Form 10-K. The registrant undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

On October 14, 2016, the registrant received a letter from The NASDAQ Stock Market (“NASDAQ”) noting that the registrant had not filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (the “Annual Report”) with the Securities and Exchange Commission (“SEC”) by its due date, in compliance with NASDAQ Listing Rule 5250(c)(1) which requires that NASDAQ-listed companies file their periodic financial reports with the SEC on a timely basis.

The registrant has 60 calendar days (i.e., until December 13, 2016) to submit a plan to regain compliance with NASDAQ’s continued listing requirements to NASDAQ. If the NASDAQ staff accepts such plan, it has discretion to grant up to 180 calendar days (i.e., until April 11, 2017) from the original non-compliance date of the Annual Report for the registrant to regain compliance.

The registrant expects to timely submit its plan to NASDAQ, and is working diligently to complete the Annual Report and regain NASDAQ listing compliance.  However, there can be no assurance regarding the timing or ultimate outcome of this process or the ability of the registrant to successfully maintain its NASDAQ listing.

On October 19, 2016, the registrant issued a press release regarding the foregoing matters.  A copy of the press release is filed herewith as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

(d)          Exhibits

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.

3