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~~ 21September 26, 2022

EVER-GLORY INTERNATIONAL GROUP, INC.

(Exact name of registrant as specified in charter)

Florida		~~001~~000-~~34124~~28806		65-0420166
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

Ever-Glory Commercial Center,

509 Chengxin Road, Jiangning Development Zone,

Nanjing, Jiangsu Province,

Peoples Republic of China

(Address of Principal Executive Offices) (Zip code)

(8625) 5209-6889

(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 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 $0.001		EVK		NASDAQ Global ~~Select~~ Market

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 43.01 ~~Changes~~Notice inof ~~Company's~~Delisting ~~Certifying~~or ~~Accountant~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 22, 2022, Ever-Glory International Group, Inc. (the “Company”) received a notification letter (the “MVPHS Deficiency Notice”) ~~Previous~~from ~~independent~~the ~~registered~~Listing ~~public~~Qualifications ~~accounting~~Staff ~~firm:~~of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the minimum market value of its publicly held shares has been below $5,000,000 for a period of 31 consecutive business days and the Company therefore no longer meets the minimum market value of its publicly held shares requirement set forth in Nasdaq Listing Rule 5450(b)(1)(C) (the “MVPHS Requirement”).

OnThe MVPHS ~~January~~Deficiency ~~21,~~Notice ~~2022,~~received ~~the~~has ~~Audit~~no ~~Committee~~immediate ~~(the~~effect ~~“Audit~~on ~~Committee”) of~~ the ~~Board~~listing of ~~Directors of Ever-Glory International Group, Inc. (~~the “Company~~”) dismissed BF Borgers CPA PC (“BFB”) as the Company~~’s ~~independent registered~~common ~~public~~stock ~~accounting~~on ~~firm, effective January 21, 2022~~Nasdaq.

~~For~~Pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the ~~fiscal~~Company ~~year~~has ~~ended December 31~~180 calendars days, ~~2020~~expiring March 21, ~~BFB’s~~2023, ~~audit~~to ~~reports~~regain oncompliance with the MVPHS Requirement. If the Company’s ~~financial~~maintains ~~statements~~a ~~did~~MVPHS ~~not~~at ~~contain~~or angreater ~~adverse~~than ~~opinion~~$5,000,000 orfor ~~disclaimer~~ a minimum of ~~opinion~~ten consecutive business days, ~~nor~~it ~~was~~will regain compliance. If the Company does not regain compliance within 180 calendar days, it ~~qualified~~will asreceive a written notification from Nasdaq that its securities are subject to ~~audit~~delisting, ~~scope~~and ormay ~~accounting~~have ~~principles~~the opportunity to transfer its listing to The Nasdaq Capital Market (“Capital Market”) if it meets the Capital Market’s continued listing requirements and pays the applicable fee.

~~During the~~The ~~fiscal years ended December 31~~Company, ~~2020 and any subsequent interim period through the date of dismissal, January 21, 2022, (i) there~~ ~~were~~by nofiling ~~“disagreements”~~this ~~(as~~Form ~~described in Item 304(a)(1)(iv) of Regulation S~~8-K ~~and~~, ~~the~~discloses ~~related~~its ~~instructions)~~receipt ~~between the Company and BFB on any matter~~ of ~~accounting~~the ~~principles~~MVPHS orDeficiency ~~practices,~~Notice ~~financial~~from ~~statement~~Nasdaq ~~disclosure or auditing scope or procedures, which disagreements, if not resolved to BFB’s satisfaction, would have caused BFB to make reference~~ in ~~connection~~accordance with ~~BFB’s opinion~~Nasdaq toListing ~~the~~Rule ~~subject matter of the disagreement; and~~ 5810(iib) ~~except for the matter relating to internal control over financial reporting described below, there were no “reportable events” as the term is described in Item 304(a)(1)(v) of Regulation S-K~~.

~~We furnished~~[signature apage ~~copy of the disclosures in this report~~ to BFB and have requested that BFB furnish us with a letter addressed to the SEC stating whether such firm agrees with the above statements or, if not, stating the respects in which it does not agree. We have received the requested letter from BFB, and a copy of the letter is filed with this Current Report on Formfollow] ~~8-K as Exhibit 16.1.~~

~~(b) New independent registered public accounting firm:~~1

On January 21, 2022, the Audit Committee approved the appointment of Paris, Kreit & Chiu CPA LLP (“PKC”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements as of and for the fiscal year ending December 31, 2021, effective January 21, 2022.SIGNATURES

~~During the~~Pursuant ~~two~~to ~~most~~the ~~recent~~requirements ~~fiscal~~of ~~years~~the ~~and~~Securities ~~through~~Exchange ~~January~~Act ~~21,~~of ~~2022~~1934, the Registrant ~~Company~~ has ~~not~~duly ~~consulted~~caused ~~with~~this ~~PKC~~report ~~regarding~~to ~~(1) any~~be ~~matter~~signed ~~that was~~on ~~the~~its ~~subject~~behalf ofby ~~a disagreement or a reportable event described in Items 304(a)(1)(iv) or (v), respectively, or (2) any matter that was~~ the ~~subject~~undersigned ofhereunto aduly ~~disagreement or a reportable event described in Items 304(a)(1)(iv) or (v), respectively, of Regulation S-K~~authorized.

Item 9.01 Financial Statement and Exhibits

	EVER-GLORY INTERNATIONAL GROUP, INC.

Date: September 26, 2022	By:	/s/ Edward Yihua Kang
		Edward Yihua Kang
		Chief Executive Officer

~~(d) Exhibits~~2

16.1	Letter from BF Borgers CPA PC to the Securities and Exchange Commission
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	EVER-GLORY INTERNATIONAL GROUP, INC.
Date: January 27, 2022	By:	/s/ Edward Yihua Kang
		Edward Yihua Kang
		Chief Executive Officer

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