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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 1, 2025
SHINECO,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-37776 |
|
52-2175898 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of
incorporation) |
|
File Number) |
|
Identification Number) |
Room
603B, Building A, Oriental Media Center,
Chaoyang
District, Beijing,
People’s
Republic of China, Postcode: 100025.
(Address
of principal executive offices)
| Registrant’s telephone
number, including area code | | (+86) 10-87227366 |
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 (see General Instruction A.2. below):
| ☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
SISI |
|
The
Nasdaq Stock Market LLC |
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer
of Listing.
As
previously reported, on June 16, 2025, Shineco Inc. (“Shineco” or the “Company”) received a staff determination
letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that it was not in compliance with the minimum bid price requirement as set forth under Nasdaq Listing Rule 5550(a)(2) (“Bid
Price Rule”) for continued listing on Nasdaq. The Letter stated that, unless the Company timely requested a hearing before a Nasdaq
Hearings Panel (the “Panel”), trading of the Company’s securities would be suspended at the opening of business on
June 25, 2025. The Company submitted a timely request for a hearing on June 23, 2025.
The
Panel conducted the hearing on July 24, 2025, during which the Company presented its case regarding its non-compliance with the Bid Price
Rule. On July 25, 2025, the Company received a letter from the Panel denying its request for continued listing. Nasdaq subsequently notified
the Company that trading in its common stock would be suspended effective July 29, 2025 (the “Panel Decision”).
On
July 28, 2025, the Company received notice that the Nasdaq Listing and Hearing Review Council (the “Listing Council”), pursuant
to its authority under Nasdaq Listing Rule 5820(b), had called the matter for review and granted a stay of the Panel Decision pending
the outcome of that review, thereby staying the suspension of trading and delisting of the Company’s common stock pending further
review by the Listing Council (the “Listing Council Letter”).
Following
its review, the Listing Council issued its decision on October 1, 2025, affirming the Panel’s decision to delist the Company’s
securities (the “Listing Council Decision”). On October 3, 2025, Nasdaq informed the Company that the stay had been lifted
and that trading in the Company’s common stock would be suspended effective at the open of trading on Tuesday, October 7, 2025.
The
Company has indicated its intent to appeal the Listing Council’s decision to the Securities and Exchange Commission (“SEC”)
pursuant to Sections 19(d) and 19(f) of the Securities Exchange Act of 1934, as amended. In the interim, on October 6, 2025, the Company
filed an emergency petition with the United States Court of Appeals for the D.C. Circuit, seeking to enjoin Nasdaq from implementing
the trading suspension pending resolution of the SEC appeal. The Company sought interim judicial relief due to the ongoing U.S. federal
government shutdown, which has effectively halted the SEC’s ability to process or act upon filings in administrative proceedings.
The Company’s petition was denied, and Nasdaq’s suspension of trading in the Company’s common stock took effect on
October 7, 2025.
Item 8.01 Other Events.
On
July 28, 2025, the Company, along with two of its shareholders (collectively, “Plaintiffs”), initiated legal proceedings
against Nasdaq in the United States District Court for the Southern District of New York (Civil Action No. 1:25-cv-6159) (the “Lawsuit”).
The Lawsuit sought an expedited Temporary Restraining Order (“TRO”) to enjoin Nasdaq from suspending trading and delisting
the Company’s common stock (“Lawsuit”), citing prospective irreparable harm and other grounds.
Shortly
after the filing, the Company received the Listing Council Letter granting a stay of the Panel Decision. Consequently, the Plaintiffs
withdrew their motion for the TRO.
Following
the Listing Council Decision on October 1, 2025, the Company filed a renewed Emergency Motion for a Temporary Restraining Order and Preliminary
Injunction, along with an Amended Complaint, on October 3, 2025 (the “Renewed TRO”). On October 4, 2025, the District Court
denied the Renewed TRO without prejudice and dismissed the Lawsuit for lack of jurisdiction.
On
October 6, 2025, the Company filed an emergency petition with the United States Court of Appeals for the D.C. Circuit, seeking an order
to prohibit Nasdaq from suspending trading of Shineco’s common stock pending the Company’s appeal of the Listing Council
Decision to the SEC. The petition was denied, and Nasdaq’s suspension of trading in the Company’s common stock took effect
on October 7, 2025.
The
Company continues to evaluate all available options in response to the delisting determination and related developments. While the Company
has taken certain legal and regulatory actions to challenge the delisting, it reserves the right to pursue any additional remedies, strategies,
or corporate actions it deems appropriate in the future. No assurance can be given regarding the outcome of any pending or future proceedings,
or the Company’s ability to resume trading on a national securities exchange or any other trading platform.
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.
| |
Shineco, Inc. |
| |
|
|
| |
By: |
/s/ Jennifer Zhan |
| |
|
Jennifer Zhan |
| |
|
Chief Executive Officer |
Date:
October 7, 2025
