Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of August 2024

Commission File Number: 001-38146

ZK INTERNATIONAL GROUP CO., LTD.

(Translation of registrant’s name into English)

c/o Zhejiang Zhengkang Industrial Co., Ltd.

No. 678 Dingxiang Road, Binhai Industrial Park

Economic & Technology Development Zone

Wenzhou, Zhejiang Province

People’s Republic of China 325025

Tel: +86-577-86852999

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x

Form 40-F ¨

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Notice of Regained Compliance with Nasdaq Periodic Filing Rule

As previously disclosed in the Current Report on Form 6-K of ZK International Group Co., Ltd. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) on February 22, 2024 (the “February 2024 Form 6-K”), the Company received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) on February 20, 2024, indicating that because the Company has not yet filed its Annual Report on Form 20-F for the fiscal year ended December 31, 2023 (the “Annual Report”), the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) for continued listing. The Company filed the Annual Report with the Commission on August 13, 2024. On August 14, 2024, the Company received a letter from Nasdaq notifying the Company that it has regained compliance with Nasdaq Listing Rule 5250(c)(1) regarding the filing of the Annual Report and the matter is now closed.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

As previously disclosed in the February 2024 Form 6-K, the Company received a written notice from the Listing Qualifications Staff of Nasdaq regarding the Company’s failure to comply with Nasdaq Listing Rule 5550(a)(2) on February 15, 2024, which requires listed securities to maintain a minimum bid price of $1.00 per share. A failure to comply with Nasdaq Listing Rule 5550(a)(2) exists when listed securities fail to maintain a closing bid price of at least $1.00 per share for 30 consecutive business days. Based on the closing bid price for the last 30 consecutive business days, the Company failed to meet the aforesaid requirement. The Company was provided a period of 180 calendar days, until August 13, 2024, to regain compliance.

On August 14, 2024, the Company received a written notice from Nasdaq (the “August 2024 Notice”) stating that, although the Company had not regained compliance with the minimum bid price requirement by August 13, 2024, in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is eligible for an additional 180 calendar day period, or until February 10, 2025, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the closing bid price of the Company’s ordinary shares must meet or exceed $1.00 per share for a minimum of 10 consecutive business days during this 180-day period.

The August 2024 Notice has no immediate impact on the listing of the Company’s ordinary shares, which will continue to be listed and traded on the Nasdaq Capital Market, subject to the Company’s compliance with the other listing requirements of the Nasdaq Capital Market. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq listing criteria.

On August 15, 2024, the Company issued a press release entitled “ZK International Achieves Nasdaq Compliance and Provides Update on Bid Price Compliance Plan.” A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Exhibit Index

Exhibit Number		Description of Exhibit
99.1		Press release - ZK International Achieves Nasdaq Compliance and Provides Update on Bid Price Compliance Plan, dated August 15, 2024

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.

Date: August 16, 2024	ZK INTERNATIONAL GROUP CO., LTD.

	By:	/s/ Jiancong Huang
	Name:	Jiancong Huang
	Title:	Chief Executive Officer and Chairman of the Board

Exhibit 99.1

ZK International Achieves Nasdaq Compliance and Provides Update on Bid Price Compliance Plan

WENZHOU, China, August 15, 2024 /PRNewswire/ -- ZK International Group Co., Ltd. (Nasdaq: ZKIN) (“ZKIN”, “ZK International” or the “Company”), a leading manufacturer and supplier of patented high-performance stainless steel and carbon steel pipe products, is pleased to announce two important updates regarding its Nasdaq listing status.

Compliance with Periodic Filing Requirements

On February 20, 2024, ZK International was notified by Nasdaq Staff that the Company no longer meet the periodic filing requirements under Listing Rule 5250(c)(1) due to a delayed filing of our annual report on Form 20-F for the year ended December 31, 2023. We are pleased to report that, based on the timely filing of our annual report on August 13, 2024, Nasdaq Staff has confirmed that ZK International is now in full compliance with the Rule. Accordingly, this matter is now officially closed.

Bid Price Compliance Plan

On February 15, 2024, ZK International was notified that the Company's listed security no longer meet the minimum $1 bid price per share requirement under Nasdaq's Listing Rules. Despite our efforts, the bid price has not regained compliance within the initial 180-day period, which ended on August 13, 2024. However, Nasdaq Staff has determined that ZK International is eligible for an additional 180-day period, until February 10, 2025, to regain compliance.

This extension is granted based on the Company’s continued compliance with all other applicable listing requirements, except for the bid price, and our written notice of intention to cure the deficiency, including the potential use of a reverse stock split if necessary. To regain compliance, the closing bid price of the Company’s ordinary shares must meet or exceed $1.00 per share for a minimum of 10 consecutive business days during this additional 180-day period..

About ZK International Group Co., Ltd.

ZK International Group Co., Ltd. is a China-based engineering company building and investing in innovative technologies for the modern world. With a focus on designing and implementing next-generation solutions through industrial, environmental and software engineering, ZKIN owns 46 patents, 46 trademarks, 5 Software Copyrights, 2 National Innovation Fund Awards, and 41 National and Industry Standard Awards.

ZKIN’s core business is to engineer and manufacture patented high-performance stainless steel and carbon steel pipe products that effectively deliver high quality, highly sustainable and environmentally sound drinkable water to the Chinese, Asia and European markets. ZK International is Quality Management System Certified (ISO9001), Environmental Management System Certified (ISO1401), and a National Industrial Stainless Steel Production Licensee. It has supplied stainless steel pipelines for over 2,000 projects, which include the Beijing National Airport, the "Water Cube" and "Bird's Nest", which were venues for the 2008 Beijing Olympics. ZK International is preparing to capitalize on the $850 Billion commitment made by the Chinese Government to improve the quality of water, which has been stated to be 70% unfit for human contact.

For more information please visit www.ZKInternationalGroup.com. Additionally, please follow the Company on Twitter, Facebook, YouTube, and Weibo. For further information on the Company's SEC filings please visit www.sec.gov.

Safe Harbor Statement

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate" or "continue" or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict and many of which are beyond the control of ZK International. Actual results may differ from those projected in the forward-looking statements due to risks and uncertainties, as well as other risk factors that are included in the Company’s filings with the U.S. Securities and Exchange Commission. Although ZK International believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in forward-looking statements will be realized. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by ZK International or any other person that their objectives or plans will be achieved. ZK International does not undertake any obligation to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.