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

~~SECURITIES~~Date ~~AND~~of ~~EXCHANGE~~report ~~ACT~~(date OFof ~~1934~~earliest event reported): October 18, 2016 (October 12, 2016)

Date of report (date of earliest event reported): October 11, 2016

HONGLI CLEAN ENERGY TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

Florida	001-15931	98-0695811
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Kuanggong Road and Tiyu Road, 10th Floor,

Chengshi Xin Yong She, Tiyu Road,

Xinhua District, Pingdingshan, Henan Province

People’s Republic of China

467000

(Address of principal executive offices and zip code)

+86-3752882999

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 CFR 240.14d-2(b))

¨☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 83.01 ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy A Continued Listing Rule or Standard; Transfer or Listing.

On ~~September~~October 2912, 2016, Hongli Clean ~~EnergyTechnologies~~ Energy Technologies Corp. ~~(the~~received ~~“Company”) filed~~ a ~~Form~~second ~~12b-25~~Determination ~~with~~letter ~~the Securities and Exchange Commission~~ (the “~~SEC~~Additional Letter”) ~~with respect~~from ~~to its annual report on Form 10-K for~~ the ~~period~~NASDAQ Stock ~~ended~~Market ~~June 30, 2016~~ (the “~~Annual Report~~NASDAQ”). notifying the Company ~~does~~ ~~not~~of ~~anticipate~~the ~~to,~~NASDAQ ~~without~~Staff’s ~~unreasonable~~determination ~~effort~~that orCompany’s ~~expense,~~failure to file its ~~Annual~~annual ~~Report~~report on ~~October~~Form ~~13,~~10-K ~~2016~~and comply with Nasdaq’s filing ~~extension~~requirements ~~date applicable~~set toforth ~~smaller~~in ~~reporting~~Listing ~~companies~~Rule ~~due~~5250(c)(1) serves toas aan ~~delay~~additional ~~experienced~~basis byfor delisting the Company’s insecurities ~~completing~~from ~~its~~The ~~financial~~Nasdaq ~~statements~~Stock ~~and other~~Market. ~~disclosures~~Because in the ~~Annual~~Company ~~Report,~~is already asbefore ~~well~~a asNASDAQ ~~audited~~Hearings ~~consolidated~~Panel ~~financial~~(the ~~statements~~“Panel”) for its ~~subsidiaries~~failure ~~for~~to ~~the~~comply ~~fiscal year~~with ~~ended~~the ~~June~~minimum ~~30,~~$1 ~~2016.~~bid Asprice ~~a result~~requirement, the Company iswill ~~still~~have inuntil ~~the~~October ~~process~~19, of2016 ~~working~~to ~~diligently~~request ~~with~~a ~~its~~stay ~~new~~of ~~independent~~the ~~registered public accounting firm~~suspension, ~~KSP~~pending ~~Group,~~the ~~Inc~~Panel’s decision. ~~(“KSP”)~~In ~~which~~response to ~~was~~the ~~recently~~Additional ~~engaged~~Letter, onthe ~~August~~Company ~~29,~~intends ~~2016,~~ to ~~compile~~request ~~required information~~a ~~and~~stay ~~complete~~of ~~the~~suspension ~~Annual~~by ~~Report.~~October ~~The~~19, ~~Company~~2016 ~~anticipates~~and ~~that~~address itthis ~~will~~additional ~~file~~issue in ~~the~~front ~~Annual~~of ~~Report within~~ the ~~next 75 days~~Panel.

~~This~~As ~~Current~~previously ~~Report~~reported, the onCompany ~~Form~~received ~~8-K~~a ~~contains~~notification letter (the “Notice”) from the NASDAQ advising the Company that for 30 consecutive ~~forward-looking~~business ~~statements~~days ~~within~~preceding the ~~meaning~~date of the ~~Private~~Notice, ~~Securities~~the ~~Litigation~~bid ~~Reform~~price ~~Act~~ of ~~1995~~the Company’s common stock had closed below the $1.00 per share minimum required for continued listing on The NASDAQ Capital Market pursuant to NASDAQ Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Rule”). The Company was provided 180 calendar days, ~~including~~or until March 28, ~~without~~2016, ~~limitation~~to regain compliance with the Minimum Bid Price Rule. The Company was unable to regain compliance with the Minimum Bid Price Rule by March 28, 2016. On April 4, 2016, ~~statements~~NASDAQ ~~regarding~~granted the ~~timing~~Company an additional 180 calendar days, or until September 26, 2016, to regain compliance with the Minimum Bid Price Rule. As of ~~filing~~the date of this report, the Company’s ~~Annual~~has ~~Report~~not onregained ~~Form~~compliance 10with the Minimum Bid Price Rule though it is in the process of completing a one-Kfor-ten reverse stock split.

~~Forward-looking~~On September ~~statements~~28, by2016, ~~their~~the ~~nature address~~Company ~~matters~~received ~~that~~a ~~are,~~Determination toletter ~~different~~(the ~~degrees,~~“Letter”) ~~uncertain.~~from ~~Forward-looking~~the ~~statements~~NASDAQ ~~involve~~notifying athe ~~number~~ Company of ~~assumptions,~~the ~~risks~~NASDAQ ~~and~~Staff’s determination (the “Determination”) to delist the Company’s securities from the NASDAQ ~~uncertainties~~Capital ~~that~~Market ~~could~~due ~~cause~~to ~~actual~~its ~~results~~failure to ~~differ~~regain ~~materially~~compliance with the $1.00 ~~All~~per ~~forward-looking~~share ~~statements~~minimum ~~are~~required ~~based~~for oncontinued ~~information~~listing ~~available~~on tothe usNASDAQ onCapital Market pursuant to the ~~date~~Minimum ~~hereof,~~Bid ~~and~~Price weRule, ~~assume~~after nothe ~~obligation~~second to180 ~~update~~calendar ~~such~~day compliance ~~statements~~period.

~~The~~On ~~information~~October ~~contained~~5, in2016, the ~~Item 8~~Company requested an appeal of the Determination with the NASDAQ.01 Accordingly, the delisting action referenced in the Letter, including suspension of ~~this~~the ~~report~~trading isof ~~being~~the ~~furnished~~Company’s common stock and ~~shall~~filing ~~not~~of beForm ~~deemed~~25-NSE with the Securities and Exchange Commission (the “~~filed~~SEC”), ~~for~~has ~~purposes~~been ofstayed, ~~Section 18~~pending ofa final written decision by the ~~Securities~~Panel following Company’s ~~Exchange~~oral ~~Act~~appeal ofhearing ~~1934~~scheduled for November 17, as2016. ~~amended~~At the hearing, orthe ~~otherwise~~Company ~~subject~~intends to present a plan to regain compliance with the ~~liabilities~~Minimum ofBid Price Rule and request that ~~section.~~the ~~Such~~Panel ~~information~~allow ~~shall~~the ~~not~~Company beadditional ~~incorporated~~time bywithin ~~reference~~which ~~into~~to ~~any~~regain ~~filing~~compliance. ofWhile the Company believes that it will be able to present a viable plan to regain compliance, there ~~whether~~can ~~made~~be ~~before~~no orassurance ~~after~~that the ~~date~~Panel ~~hereof,~~will ~~regardless~~grant ofthe ~~any~~Company’s ~~general~~request ~~incorporation language~~for ina ~~such~~suspension ~~filing~~of delisting or continued listing on NASDAQ.

On October 18, 2016, the Company issued a press release regarding the matters set forth in this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

This report contains forward-looking statements. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to our management. Our management believes that these forward-looking statements are reasonable as and when made. However, you should not place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We do not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results, events and developments to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K dated as of and filed with the SEC on October 13, 2015 and those described from time to time in other reports which we file with the SEC.

Item 9.01.

Financial Statements and Exhibits.

Exhibits.


Exhibit Number		Description

99.1		Press release, dated October 18, 2016

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: October 11, 2016	HONGLI CLEAN ENERGY TECHNOLOGIES CORP.
Dated: October 18, 2016	HONGLI CLEAN ENERGY TECHNOLOGIES CORP.
	By:	/s/ Jianhua Lv
	Name:	Jianhua Lv
	Its:	Chief Executive Officer

Filing Compare · Hongli Clean Energy Technologies Corp.