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): January 13, 2011
CLEANTECH INNOVATIONS,
INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
001-35002
|
98-0516425
|
||
|
(State
or other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
C
District, Maoshan Industry Park,
Tieling
Economic Development Zone,
Tieling,
Liaoning Province, China
|
112616
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (86)
0410-6129922
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On
January 13, 2011, CleanTech Innovations, Inc. received a delisting notice from
the NASDAQ Staff pursuant to its discretionary authority under Listing Rule
5101, which asserts that we failed to timely notify NASDAQ of our plans to
complete the December 2010 financing transactions as required by Listing Rules
5205(e) and 5250(a)(1).
We
received written notice from the Staff on December 10, 2010, that we had been
approved for listing on The NASDAQ Capital Market. On December 13, 2010, we
entered into definitive agreements and completed a $20 million debt and equity
bridge financing in a private placement with institutional investors pursuant to
an exemption under Regulation S. On December 16, 2010, we filed a Current Report
on Form 8-K with the Securities and Exchange Commission, or the SEC, which
announced the completion of the foregoing financing transactions. On the same
date, we filed a registration statement on Form S-1 with the SEC registering the
shares issued under the December 2010 financing. The registration statement was
declared effective by the SEC on December 23, 2010.
In sum,
the Staff asserts that we intentionally failed to adhere to our obligations to
timely disclose material information regarding our December 2010 financing
during the listing application process. We intend to vigorously appeal the
Staff’s decision to an independent NASDAQ Hearings Panel. However, there can be
no assurance that our appeal for continued listing will be
successful.
We expect
to appear before the Panel within 45 days. Until a final determination is
reached by the Panel, our common stock will continue to be listed on The NASDAQ
Capital Market.
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.
|
CLEANTECH
INNOVATIONS, INC.
|
|||||
|
(Registrant)
|
|||||
|
Date:
|
January
20, 2011
|
By:
|
/s/
Bei Lu
|
||
|
Name:
|
Bei
Lu
|
||||
|
Title:
|
Chief
Executive Officer
|
||||