Form 8-K - Current report

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

October 23, 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 7.01 Regulation FD Disclosure

On October 23, 2024, SPI Energy Co., Ltd. (the “Company”) issued a press release to comply with the requirements of Nasdaq Listing Rule 5810(b) announcing that the Company had received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) issuing a Staff determination (the “Staff Determination”) which noted the Company’s non-compliance with the Listing Rule 5550(a)(2) and Nasdaq Listing Rule 5250(c)(1) within the periods as prescribed by the Staff. 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 October 23, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

October 23, 2024	By:	/s/ Xiaofeng Peng
		Xiaofeng Peng
		Chief Executive Officer

Exhibit 99.1

SPI Energy Announces Receipt of Nasdaq Delist Determination Notice

MCCLELLAN PARK, CA / ACCESSWIRE / October 23, 2024 / SPI Energy Co., Ltd., (NASDAQ: SPI) (the "Company"), a global renewable energy company and provider of solar storage solutions for business, residential, government, logistics and utility customers, today announced that it previously received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) issuing a Staff determination (the “Staff Determination” and such letter, the “Letter”). The Staff Determination noted that as the Company had not regained compliance with the Listing Rule 5550(a)(2) within the period as prescribed by the Staff, its securities will be delisted from the Nasdaq Capital Market.

Separately, the Staff Determination also noted that the Company did not meet the terms of the exception for demonstrating compliance with Nasdaq Listing Rule 5250(c)(1) (“Filing Rule”) which requires the timely filing of all required periodic reports with the SEC. Specifically in this regard, the Staff Determination noted that the Company’s failure in filing its Form 10-K for the period ended December 31, 2023 and its Form 10-Q for the periods ended March 31, 2024 and June 30, 2024 (the “Forms 10-Q”) by October 14, 2024 within the period as permitted by Nasdaq, each serve as separate and additional bases for the delisting of the Company’s securities from Nasdaq, and that the Company should address these concerns before the Nasdaq Hearings Panel (the “Panel”) if it appeals the Staff Determination.

The Letter notified the Company that it may appeal the Staff’s determination to the Panel by 4:00 ET on October 22, 2024. The Company has accordingly submitted a request for hearing before the Panel.

The Staff Determination has no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market. The Company plans to fulfill each of the conditions as stated in the Staff Determination, apply to the Panel for the hearing and the comply with the procedures for the Panel hearing. As highlighted in the Letter, the hearings before the Panel are typically scheduled to occur approximately 30-45 days after the date of the hearing request. The Staff Determination also noted that a request for a hearing regarding a delinquent filing will stay the suspension of the Company’s securities only for a period of 15 days from the date of the request. When requesting a hearing before the Panel, the Company would also be able to request a stay of such suspension, pending the hearing.

This announcement is made in compliance with the Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a notification of deficiency.

About SPI Energy Co., Ltd.

SPI Energy Co., Ltd. (NASDAQ: SPI) is a global renewable energy company and provider of solar, storage solutions that was founded in 2006 in Roseville, California and is headquartered in McClellan Park, California.

The Company comprises the following core divisions: (a) SPI Solar commercial & utility solar business develops and provides a full spectrum of EPC services to third party project developers. (b) Orange Power business owns and operates solar projects that sell electricity to the grid in multiple regions, including the U.S., U.K., and Europe. (c) SolarJuice is a leader in renewable energy system solutions for residential and small commercial markets with solar wholesale distribution business in Australia, and residential solar and roofing installation business in California. SolarJuice also manufactures solar cells and modules in United States under the Solar4America brand. (d) SEM Wafertech develops American solar wafer manufacturing at Sumter, SC.

SPI maintains global operations in North America, Australia, Asia and Europe and is also targeting strategic investment opportunities in fast growing green energy industries such as battery storage, charging stations, and others which leverage the Company's expertise and substantial solar cash flow.

For more information on SPI Energy and its subsidiaries, the Company recommends that stockholders, investors and any other interested parties read the Company's public filings and press releases available under the Investor Relations section at or available at www.sec.gov.

Forward-Looking Statements

Certain information contained in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,” “intends,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will regain compliance with the Listing Rule 5550(a)(2) or the Filing Rule during any compliance period or in the future, or otherwise meet Nasdaq compliance standards, that the Company will be eligible for an additional compliance period, or that Nasdaq will grant the Company any relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.

Contact:

SPI Energy Co., Ltd.
IR Department
Email: ir@spigroups.com

Dave Gentry
RedChip Companies, Inc.
Phone:(407) 491-4498
SPI@redchip.com

Cover	Oct. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 23, 2024
Entity File Number	001-37678
Entity Registrant Name	SPI Energy Co., Ltd.
Entity Central Index Key	0001210618
Entity Tax Identification Number	20-4956638
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	4803 Urbani Ave.
Entity Address, City or Town	McClellan Park
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95652
City Area Code	(408)
Local Phone Number	919-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, par value $0.0001 per share
Trading Symbol	SPI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false