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): August 26, 2019 (August 23, 2019)

YANGTZE RIVER PORT AND LOGISTICS LIMITED

(Exact name of registrant as specified in its charter)

Nevada		001-38062		27-1636887
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

41 John Street, Suite 2A, New York, NY		10038
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 861-3315

(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 (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, par value $0.0001 per share		YRIV		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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

On August 16, 2019, the Nasdaq Hearings Panel (the “Panel”) informed the Company the decision to delist the shares of the Company (the “Decision”) despite our submission of evidence and explanations. The suspension of trading in the shares became effective at the open of business on August 20, 2019. The Panel without ample grounds but based on the “potential” occurrence of alleged activity concluded that the Company violated the Listing Rule 5101. The Panel, also without considering the evidence and explanations submitted by the Company, determined that the disclosures relating to “efforts by investors to enforce legal judgements against the Company” was misleading and not enough.

The management of the Company believes that the Panel reasons for the Decision were incorrect, which is unjust and unfair to the Company. As such, the Company has sent a request to the Nasdaq Listing and Hearing Review Council to review and reconsider the Decision on August 22, 2019. The management strongly denies the allegations in the Decision and will take every step to restore the listing of the shares of the Company for the best interest of all shareholders of the Company.

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.

	YANGTZE RIVER PORT AND LOGISTICS LIMITED

Date : August 26, 2019	By:	/s/ Xiangyao Liu
		Xiangyao Liu
		President and Chief Executive Officer

Yangtze River Port & Logistics Ltd 8-K