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): ~~November~~ 4December 18, 2022

EVER-GLORY INTERNATIONAL GROUP, INC.

(Exact name of registrant as specified in charter)

Florida		~~000~~001-~~28806~~34124		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 35.0107 ~~Notice~~Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

On ~~November 4~~December 19, 2022, 10:00 a.m. Beijing time, Ever-Glory International Group, Inc. , (the “Company”) ~~received~~held aits ~~notification~~2022 ~~letter~~annual ~~from~~meeting ~~the Nasdaq Listing Qualifications Staff~~ of ~~The NASDAQ Stock Market LLC~~ stockholders (the “~~Nasdaq~~Annual Meeting”). At ~~notifying~~ the ~~Company~~Annual ~~that~~Meeting, ~~the~~a ~~minimum~~majority ~~bid~~of ~~price~~the ~~per share~~Company’s ~~for~~shares ~~its~~of common stock represented ~~has~~at ~~been~~the ~~below~~Annual ~~$1.00~~Meeting ~~for~~and avoting ~~period~~on ofeach 30proposal ~~consecutive~~voted ~~business~~to ~~days~~approve ~~and~~ the ~~Company~~following ~~therefore no longer meets the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2).~~ proposals:

~~The notification received has no immediate effect on the listing of the Company’s common stock on Nasdaq~~1. ~~Under~~To ~~the~~elect ~~Nasdaq~~Edward ~~Listing~~Yihua ~~Rules~~Kang, ~~the~~Jiajun ~~Company has~~Sun, ~~until~~Merry ~~May 3~~Tang, ~~2023~~Jianhua toWang ~~regain~~and ~~compliance.~~Zhixue IfZhang atas ~~any~~directors ~~time~~to ~~during~~serve ~~such~~for ~~180~~a one-~~day~~year ~~period~~term ~~the~~that ~~closing~~expires ~~bid~~at ~~price of~~ the ~~Company’s~~next ~~common stock~~annual ismeeting atof ~~least~~stockholders, $1or ~~for~~until atheir ~~minimum~~successors ofare 10elected ~~consecutive~~and ~~business~~qualified ~~days,~~or ~~Nasdaq~~until ~~will~~their ~~provide~~earlier ~~the~~resignation ~~Company~~or ~~written confirmation of compliance.~~removal;

If the Company does not regain compliance during such 180-day period, the Company may be eligible for an additional 180 calendar days, provided that the Company meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq except for Nasdaq Listing Rule 5550(a)(2), and provide a written notice of its intention to cure this deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

2.		To ratify the appointment of Paris, Kreit & Chiu CPA LLP as our independent auditor to audit the financial statements for the fiscal year ended on December 31, 2022 and to review the three quarterly financial statements ended on September 30, 2021; and

3.		To approve the Company’s termination (the “De-Registration”) of the registration of the Company’s common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and suspend the Company’s duty to file periodic reports and other information with the SEC under Section 15(d) thereunder, and to delist the Company’s common stock from the NASDAQ Global Market (“Go-Dark”).

~~The~~All ~~Company, by~~matters ~~filing~~voted ~~this~~on ~~Form~~at ~~8-K,~~the Annual ~~discloses~~Meeting ~~its~~were ~~receipt~~approved ofas ~~the~~recommended ~~notification~~by ~~from~~the ~~Nasdaq~~Board inof ~~accordance~~Directors ~~with~~of ~~Nasdaq~~the ~~Listing Rule 5810(b)~~Company.

~~[signature~~The ~~page~~number of votes cast for or against and the number of abstentions and broker non-votes with respect to ~~follow]~~each proposal, as applicable, is set forth below. The Company’s inspector of election reported the final vote of the stockholders as follows:

SIGNATURES

	For		Against		Withheld		Abstain
Election of Directors
EDWARD YIHUA KANG		10,800,420		0		3,629		0
JIAJUN SUN		10,800,426		0		3,623		0
MERRY TANG		10,683,926		0		120,123		0
JIANHUA WANG		10,683,924		0		120,125		0
ZHIXUE ZHANG		10,641,034		0		163,015		0

Ratification of Appointment of Independent registered public accounting firm		10,801,692		517		0		1,840

Approval of De-Registration and Go-Dark		10,622,747		180,132		0		1,170

~~Pursuant~~Item to8.01 ~~the~~Other ~~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.~~Events

	EVER-GLORY INTERNATIONAL GROUP, INC.
Date: November 15, 2022	By:	/s/ Edward Yihua Kang
		Edward Yihua Kang
		Chief Executive Officer

As previously disclosed, the Board of the Company has authorized a stock repurchase program pursuant to which the Company may repurchase up to $3.5 million of the Company's outstanding common stock, which should end on the earlier of (i) the date that the aggregate value of the repurchased shares of common stock reaches $3.5 million; (ii) the date when the registration of the Company's common stock is terminated under Section 12(g) of the Exchange Act; or (iii) the date when the Company's duty to file periodic reports and other information with the SEC is suspended under Section 15(d) thereunder. As of the date of this report, the Company has repurchased approximately 38,000 shares of common stock.

On December 20, 2022, the Company notified the staff of the Nasdaq Stock Market LLC of its intent to withdraw the listing and registration of the Company’s common stock on the Nasdaq Global Market.

The Company filed a Form 25 on December 21, 2022, with the Securities and Exchange Commission (the “Commission”). The delisting will become effective ten days after the Form 25 is filed unless postponed by the Commission.

The Company’s common stock will begin trading on the OTC Pink starting on December 27, 2022.

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: December 21, 2022	By:	/s/ Edward Yihua Kang
		Edward Yihua Kang
		Chief Executive Officer

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