Moxian, Inc. (NASDAQ:MOXC) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM 3.01
On December 19, 2018, Moxian, Inc. (the “Registrant”) received a letter (the “Letter”) from The Nasdaq Stock Market (“Nasdaq”) notifying the Registrant of the Nasdaq Staff’s determination that the Registrant no longer complies with Nasdaq’s independent director and audit committee requirements as set forth in Listing Rule 5605 due to the resignation of Sun Cai Di from the Board of Directors (the “Board”) of the Registrant, effective November 18, 2018. Sun Cai Di’s resignation was previously disclosed in the Current Report on Form 8-K filed on November 23, 2018.
With Ms. Sun’s departure, the audit committee no longer has three members or an audit committee financial expert. The Registrant is currently seeking new qualified directors to serve on the board and audit committee and will also consider appointing non-independent directors to serve on committees for the exceptional and limited circumstances permitted by NASDAQ rules. In addition, the Registrant does not have a majority of independent directors as required by Rule 5605(b); at the time of the Registrant’s receipt of the Letter, it had two independent directors and two non-independent directors. With Lim Yew Seng’s resignation effective December 26, 2018 (see Item 5.02 below), at present the Registrant has one independent director and two non-independent directors.
The Letter further stated that the Registrant can rely on a cure period allowing it to regain compliance by the earlier of the Registrant’s next annual shareholders’ meeting or November 19, 2019; or if the next annual shareholders’ meeting is held before May 20, 2019, then the Registrant must evidence compliance no later than May 20, 2019.
Nasdaq Listing Rule 5810(b) requires that the Registrant promptly disclose receipt of the Letter, which disclosure must include the continued listing criteria that the Registrant failed to meet. The Registrant is filing this Current Report on Form 8-K for the purpose of satisfying Nasdaq’s disclosure requirement.
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
Effective December 26, 2018, Lim Yew Seng resigned as a member of the Board of Directors of the Registrant. The resignations was not the result of any disagreement with the Registrant, the Registrant’s management or the Board.
About Moxian, Inc. (NASDAQ:MOXC)
Moxian, Inc., formerly Moxian China, Inc. is engaged in the online-to-offline (O2O) business. The Company provides an online platform for small and medium sized enterprises (SMEs) with physical stores to conduct business online, interact with existing customers and obtain new customers. The Company refers to its customers as Merchant Clients and the users of its mobile application and platform that are the Merchant Clients’ existing customers as Users. Its products and services are designed to allow Merchant Clients to conduct targeted advertising campaigns and promotions. The version of its platform is called Moxian+, which consists of its user mobile application, Moxian+ User App and a separate application for its Merchant Clients, the Moxian+ Business App. Both versions of the application are available in the Google Play Store and the Apple application Store. The Moxian+ User App provides access to a social media platform with a package of services.
