ZKIN ZK International Group Co Ltd

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of January 2025

 

Commission File Number: 001-38146

 

ZK INTERNATIONAL GROUP CO., LTD.

(Translation of registrant’s name into English)

 

c/o Zhejiang Zhengkang Industrial Co., Ltd.

No. 678 Dingxiang Road, Binhai Industrial Park

Economic & Technology Development Zone

Wenzhou, Zhejiang Province

People’s Republic of China 325025

Tel: +86-577-86852999

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x

Form 40-F ¨

 

 

On January 14, 2025, the Board of Directors of ZK International Group Co., Ltd. (the “Company”) approved a reverse share split ratio of 1-for-7 (the “Reverse Share Split”) of its ordinary shares, with no par value.

 

Upon the opening of the market on January 31, 2025, the Company’s ordinary shares began trading on the Nasdaq Capital Market (“Nasdaq”) on a post-Reverse Share Split basis under the current symbol “ZKIN”. The new CUSIP number following the Reverse Share Split is G9892K209.

 

The Company is authorized to issue unlimited ordinary shares with no par value. The Reverse Share Split will reduce the number of outstanding shares of the Company from approximately 36 million to approximately 5 million and will affect all outstanding ordinary shares. Every seven (7) outstanding ordinary shares will be combined into and automatically become one post-Reverse Share Split ordinary share. No fractional shares will be issued in connection with the Reverse Share Split. Instead, the Company will issue one full post-Reverse Share Split ordinary share to any shareholder who would have been entitled to receive a fractional share as a result of the process.

 

After the Reverse Share Split, all warrants and other convertible securities of the Company outstanding immediately prior to the Reverse Share Split will be adjusted by dividing the number of ordinary shares into which the warrants and other convertible securities are exercisable or convertible by seven (7) and multiplying the exercise or conversion price thereof by seven (7), all in accordance with the terms of the agreements and documents governing such warrants and other convertible securities and subject to rounding to the nearest whole share.

 

The Reverse Share Split is intended for the Company to regain compliance with a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). As previously disclosed on a report on Form 6-K, Nasdaq provided the Company until February 10, 2025 to regain compliance. To regain compliance, the closing bid price of the Company’s ordinary shares must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this period. If the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s ordinary shares will be subject to suspension and delisting. The Company would then be entitled to appeal Nasdaq’s determination to a Nasdaq Listing Qualifications Panel and request a hearing.

 

Attached to this Report as Exhibit 99.1 is a copy of the press release dated January 29, 2025 titled “ZK International Group Announces 1-for-7 Reverse Stock Split”.

 

Exhibit Index

 

Exhibit Number		Description of Exhibit
99.1		Press release - ZK International Group Announces 1-for-7 Reverse Stock Split, dated January 29, 2025

 

 

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, thereunto duly authorized.

 

Date: January 31, 2025	ZK INTERNATIONAL GROUP CO., LTD.
	By:	/s/ Jiancong Huang
	Name:	Jiancong Huang
	Title:	Chief Executive Officer and Chairman of the Board

 

 

 

 

 

Exhibit 99.1

 

 

 

ZK International Group Announces 1-for-7 Reverse Stock Split

 

WENZHOU, China, January 29, 2025— ZK International Group Co., Ltd. (Nasdaq: ZKIN) (“ZK International” or the “Company”), a leading engineering Company focused on high-performance steel products, announces a 1-for-7 reverse split of its ordinary shares approved by the Company’s Board of Directors on January 14, 2025.

 

Beginning on January 31, 2025, the Company’s ordinary shares will begin trading on the NASDAQ Stock Market on an adjusted basis, reflecting the reverse stock split, under the exiting symbol “ZKIN”. The new CUSIP number for the ordinary shares following the reverse stock split will be G9892K209.

 

Upon effectiveness of the reverse stock split, every 7 shares of the Company’s issued and outstanding ordinary shares will automatically be converted into one share of issued and outstanding ordinary shares. No fractional shares will be issued as a result of the reverse stock split. Instead, any fractional shares that would have resulted from the split will be rounded up to the next whole number.

 

Registered shareholders holding their shares of ordinary shares in book-entry or through a bank, broker or other nominee form do not need to take any action in connection with the reverse stock split. Shareholders holding physical stock certificates will also generally receive book-entry shares instead of their existing certificates. The Company’s transfer agent, Securities Transfer Corporation, will send further instructions.

 

The reverse stock split is intended to increase the per share trading price of the Company’s ordinary shares to satisfy the $1.00 minimum bid price requirement for continued listing of the ordinary shares on the NASDAQ Stock Market. Following the reverse stock split, the Company’s 36,147,625 issued and outstanding shares of ordinary shares will amount to approximately 5,163,946 shares of ordinary shares issued and outstanding.

 

For more information please visit www.ZKInternationalGroup.com. Additionally, please follow the Company on Twitter, Facebook, YouTube, and Weibo. For further information on the Company’s SEC filings please visit www.sec.gov.

 

About ZK International Group Co., Ltd.:

 

ZK International Group Co., Ltd. is a China-based engineering company building and investing in innovative technologies for the modern world. With a focus on designing and implementing next-generation solutions through industrial, environmental and software engineering, ZKIN owns 28 patents, 21 trademarks, 2 Technical Achievement Awards, and 10 National and Industry Standard Awards.

 

 

ZKIN’s core business is to engineer and manufacture patented high-performance stainless steel and carbon steel pipe products that effectively deliver high quality, highly-sustainable and environmentally sound drinkable water to the Chinese, Asia and European markets.  ZK International is Quality Management System Certified (ISO9001), Environmental Management System Certified (ISO1401), and a National Industrial Stainless Steel Production Licensee. It has supplied stainless steel pipelines for over 2,000 projects, which include the Beijing National Airport, the “Water Cube” and “Bird’s Nest”, which were venues for the 2008 Beijing Olympics.  ZK International is preparing to capitalize on the $850 Billion commitment made by the Chinese Government to improve the quality of water, which has been stated to be 70% unfit for human contact.

 

Safe Harbor Statement

 

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict and many of which are beyond the control of ZK International.  Actual results may differ from those projected in the forward-looking statements due to risks and uncertainties, as well as other risk factors that are included in the Company’s filings with the U.S. Securities and Exchange Commission. Although ZK International believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in forward-looking statements will be realized.  In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by ZK International or any other person that their objectives or plans will be achieved. ZK International does not undertake any obligation to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

 

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