UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

_____________________

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): July 116, 2024

Hempacco Co., Inc.

(Exact name of registrant as specified in its charter)

001-41487		83-4231457
(Commission File Number)		(IRS Employer Identification Number)

9925 Airway Road, San Diego, CA		92154
(Address of Principal Executive Offices)		(Zip Code)

(619) 779-0715

(Registrant’s telephone number, including area code)

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 (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 CFR240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each ~~Exchangeon~~Exchange on Which Registered
Common Stock, par value $0.001		HPCO		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.

On July 16, 2024, Hempacco Co., Inc., (the “Company”) received a ~~Nevada~~written ~~corporation~~notice (the “~~Company~~Notice”) ~~previously~~from ~~received~~the ~~notices~~Listing ~~from~~Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that, ~~as a result of~~ the Company is not ~~(i)~~in ~~holding~~compliance anwith ~~annual meeting of shareholders within twelve months of~~ the ~~end~~$1.00 ofminimum ~~the~~bid ~~Company’s~~price ~~fiscal~~requirement ~~year~~set ~~end, (ii)~~forth ~~filing~~in ~~its~~Nasdaq ~~Annual~~Listing ~~Report~~Rule ~~on Form 10-K for the year ended December 31, 2023~~ 5550(~~the “Form 10-K”~~a)~~, and~~ (~~iii~~2) ~~filing~~for ~~its~~continued ~~Quarterly~~listing ~~Report~~ on ~~Form~~The ~~10-Q~~Nasdaq ~~for~~Capital ~~the~~Market ~~quarter ended March 31, 2024~~ (the “~~Form~~Bid ~~10-Q~~Price Requirement”),. ~~the~~The ~~Company~~Notice ~~was~~does not result in ~~compliance with Rules 5620(a) and 5250(c)(1) of Nasdaq’s Listing Rules (~~the ~~“Listing~~immediate ~~Rules”),~~delisting ~~which require the Company to have an annual meeting~~ of ~~shareholders within twelve months of end of~~ the Company’s ~~fiscal~~common ~~year~~stock ~~end~~from ~~(the~~The ~~“Annual~~Nasdaq ~~Meeting~~Capital ~~Requirement”) and require the Company to timely file all periodic reports with the Securities and Exchange Commission (the “SEC”)~~Market.

OnThe ~~July~~Nasdaq 1,Listing ~~2024,~~Rules ~~the~~require ~~Company~~listed ~~received~~securities ~~notice~~to ~~(the~~maintain ~~“Delisting~~a ~~Notice”)~~minimum ~~from~~bid ~~Nasdaq~~price ~~that~~of ~~the~~$1.00 ~~Company's~~per ~~shares~~share, ~~would~~and, bebased ~~delisted~~upon ~~since~~ the ~~Company~~closing ~~has~~bid ~~not~~price ~~regained~~of ~~compliance with~~ the ~~Annual Meeting Requirement. The~~ Company’s ~~delinquencies~~common instock ~~filing~~for the ~~Form~~prior ~~10-K~~30 ~~and~~consecutive ~~Form~~business ~~10-Q~~days ~~were~~(May ~~additional~~30, ~~and~~2024 ~~separate bases for delisting. The Company intends~~ to ~~appeal~~July ~~the~~15, ~~determination~~2024), ~~made by Nasdaq pursuant to~~ the ~~procedures~~Company ~~set~~no ~~forth~~longer inmet ~~the~~this ~~Listing Rules~~requirement. The ~~Listing~~Nasdaq ~~Rules~~rules provide ~~that~~ the Company ~~may request~~ a ~~hearing~~compliance ~~(the~~period ~~“Hearing~~of ~~Request”)~~180 ~~before~~calendar ~~a Nasdaq Hearings Panel (the “Panel”), and that the request will temporarily stay any suspension or delisting action for 15~~ days from the date of the ~~Hearing~~Notice ~~Request. Further, the Listing Rules provide that,~~ in ~~its~~which ~~Hearing~~to ~~Request,~~regain ~~the~~compliance ~~Company~~with ~~may request that~~ the ~~stay~~Bid ~~remain~~Price inRequirement. ~~effect~~As ~~through~~a ~~the~~result, ~~hearing and~~ the ~~expiration~~date ofby ~~any~~which ~~additional~~the ~~extension~~Company ~~period~~has ~~granted~~to byregain ~~the~~compliance ~~Panel.~~with ~~Accordingly,~~ the ~~Company~~Bid ~~intends~~Price toRequirement ~~make~~is ~~such~~January an13, ~~extended stay request~~2025. ~~While~~If ~~the~~at ~~determination~~any ontime ~~whether~~prior to ~~grant~~January ~~the~~13, ~~stay~~2025, ~~will~~the bebid ~~made~~price byof the ~~Panel, the~~ Company’s iscommon ~~focused~~stock oncloses ~~filing~~at ~~the~~or ~~Form~~above ~~10-K~~$1.00 ~~prior~~per toshare ~~the~~for ~~hearing~~a ~~and~~minimum ~~the~~of ~~Form~~ten ~~10-Q~~consecutive ~~shortly~~business ~~thereafter~~days, the ~~Company~~Nasdaq isstaff ~~planning~~(the to“Staff”) ~~hold~~will anprovide ~~annual shareholder meeting shortly thereafter, and~~ the Company ~~believes~~with ~~that~~a itwritten ~~will~~confirmation ~~satisfy~~of ~~the~~compliance ~~standards~~and ~~for~~ the ~~granting~~matter ofwill ~~such~~be ~~an extended stay~~closed.

~~Disclosure~~Alternatively, ~~Regarding~~if ~~Forward-Looking~~the ~~Information~~Company fails to regain compliance with the Bid Price Requirement prior to the expiration of the initial period, the Company may be eligible for an additional 180 calendar day compliance period, provided (i) it meets the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market (except for the Bid Price Requirement), and (ii) it provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance period by effecting a reverse stock split, if necessary. In the event the Company does not regain compliance with the Bid Price Requirement prior to the expiration of the initial period, and if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is not otherwise eligible, the Staff will provide the Company with written notification that its securities are subject to delisting from The Nasdaq Capital Market. At that time, the Company may appeal the delisting determination to a hearings panel.

~~This~~The ~~Current~~Company ~~Report~~intends ~~on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited~~ to, ~~statements~~monitor ~~regarding~~ the ~~Company’s~~closing ~~beliefs~~bid ~~and~~price ~~expectations relating to the filing~~ of ~~the~~its ~~Form~~common ~~10-K~~stock and ~~Form~~is ~~10-Q,~~considering ~~holding an annual shareholder meeting,~~ its ~~appeal~~options to ~~Nasdaq,~~regain ~~and~~compliance ~~whether~~with the ~~Company’s~~Bid ~~common~~Price ~~stock will remain listed on Nasdaq~~Requirement. ~~These~~The ~~forward-looking~~Company’s ~~statements~~receipt ~~are~~of ~~based on~~ the ~~current~~Notice ~~beliefs~~does ~~and~~not ~~expectations~~affect of the Company’s ~~management with respect to future events~~business, ~~only~~operations ~~speak~~or asreporting ofrequirements ~~the~~with ~~date that they are made and are subject to significant risks and uncertainties. Such statements can be identified by~~ the ~~use~~Securities of words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “continue,” “can,” “may,” “look forward,” “aim,” “hopes,” and ~~similar~~Exchange ~~terms, although not all forward-looking statements contain such words or expressions~~Commission. ~~Actual results could differ significantly from those set forth in the forward-looking statements.~~

~~Important~~If ~~factors~~the ~~that~~Company’s ~~may~~common ~~cause~~stock ~~actual~~ultimately ~~results~~were to ~~differ~~be ~~materially~~delisted ~~from~~for ~~those~~any ~~in the forward-looking statements include~~reason, ~~but~~it ~~are~~could ~~not~~negatively ~~limited~~impact ~~to,~~the aCompany ~~further~~by ~~material~~(i) ~~delay~~reducing in the ~~Company’s~~liquidity ~~financial~~and ~~reporting,~~market ~~including~~price ~~as a result~~ of ~~unanticipated factors or factors that~~ the Company’s ~~currently~~common ~~believes~~stock; ~~will~~(ii) ~~not~~reducing ~~cause further delay,~~ the ~~possibility~~number ~~that~~of ~~the~~investors ~~ongoing~~willing ~~review~~to ~~may~~hold ~~identify errors~~ or ~~control~~acquire ~~deficiencies in~~ the Company’s ~~accounting~~common ~~practices~~stock, ~~the~~which ~~likelihood~~could ~~that~~negatively ~~the~~impact ~~control deficiencies identified or that may be identified in~~ the ~~future will result in additional material weaknesses in the~~ Company’s ~~internal~~ability ~~control~~to ~~over~~raise ~~financial~~equity ~~reporting,~~financing; ~~the~~(iii) ~~possibility~~limiting ~~that~~ the Company’s isability ~~unable~~ to ~~regain~~use ~~compliance~~a ~~with,~~registration orstatement ~~thereafter continue~~ to ~~comply~~offer ~~with,~~and ~~the~~sell ~~Listing~~freely ~~Rules,~~tradable ~~or experience violations of additional Listing Rules~~securities, ~~the~~thereby ~~possibility~~preventing ~~that Nasdaq may deny~~ the Company’s ~~appeal~~from ~~and~~accessing ~~delist~~ the ~~Company’s~~public ~~securities~~capital ~~and~~markets; ~~other factors contained in the “Risk Factors” section~~ and ~~elsewhere~~(iv) inimpairing the Company’s ~~filings~~ability ~~with the SEC from time~~ to ~~time,~~provide ~~including,~~equity ~~but~~incentives ~~not limited~~ to, its ~~Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q~~employees. The Company does not undertake to update any forward-looking statements to reflect changed assumptions, the impact of circumstances or events that may arise after the date of the forward-looking statements, or other changes over time, except as required by law.

2Disclosure Regarding Forward-Looking Information

~~SIGNATURES~~This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the Company’s beliefs and expectations relating to the Company’s common stock closing bid price, regaining compliance with the Bid Price Requirement, and whether the Company’s common stock will remain listed on Nasdaq. These forward-looking statements are based on the current beliefs and expectations of the Company’s management with respect to future events, only speak as of the date that they are made and are subject to significant risks and uncertainties. Such statements can be identified by the use of words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “continue,” “can,” “may,” “look forward,” “aim,” “hopes,” and similar terms, although not all forward-looking statements contain such words or expressions. Actual results could differ significantly from those set forth in the forward-looking statements.

~~Pursuant~~Important factors that may cause actual results to differ materially from those in the ~~requirements~~forward-looking ofstatements include, but are not limited to, a material delay in the ~~Securities~~Company’s ~~Exchange~~financial ~~Act~~reporting, the possibility that the Company is unable to regain compliance with, or thereafter continue to comply with, Nasdaq’s listing rules, or experience violations of ~~1934~~additional listing rules, the ~~registrant~~possibility ~~has~~that ~~duly~~Nasdaq ~~caused~~may ~~this~~deny ~~report~~the Company’s pending appeal and delist the Company’s securities and other factors contained in the “Risk Factors” section and elsewhere in the Company’s filings with the SEC from time to betime, ~~signed~~including, but not limited to, its Annual Report on Form 10-K and its ~~behalf~~Quarterly byReports on Form 10-Q. The Company does not undertake to update any forward-looking statements to reflect changed assumptions, the ~~undersigned~~impact of circumstances or events that may arise after the date of the forward-looking statements, ~~hereunder~~or ~~duly~~other ~~authorized~~changes over time, except as required by law.

	HEMPACCO CO., INC.
Dated: July 5, 2024	By:	/s/ Sandro Piancone
		Sandro Piancone
		Chief Executive Officer

3SIGNATURES

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, hereunder duly authorized.

	HEMPACCO CO., INC.

Dated: July 23, 2024	By:	/s/ Sandro Piancone
		Sandro Piancone
		Chief Executive Officer

Filing Compare · Hempacco Co., Inc.