China Liberal Education receives delisting notice, intends to appeal

China Liberal Education (CLEU) received a staff determination notice from the Listings Qualifications Department of Nasdaq on May 7 notifying the staff’s decision pursuant to its discretionary authority under Listing Rule 5101 to delist the company based on public interest concerns raised by the company’s substantial issuance of its ordinary shares in December 2024. The Staff has determined that the company’s issuance of certain Ordinary Shares and warrants pursuant to an investment agreement with certain individual investors dated December 23, 2024 and a warrant exchange agreement with the Purchasers dated December 31, 2024, raises public interest concerns because the issuance resulted in substantial dilution for its shareholders. The Private Placement resulted in an equivalent price per share sold of $0.006, which was a 96% discount from the 15c Minimum Price as defined by the Nasdaq Listing Rules for the Private Placement. Accordingly, this matter serves as a basis for delisting the company’s securities from Nasdaq. The company’s securities will be suspended from trading on Nasdaq at the opening of business on May 16 unless the company requests an appeal the determination to Nasdaq’s Hearings Panel by May 14. The company intends to timely appeal Nasdaq’s determination to the Panel and submit to the Panel a plan to regain compliance with Nasdaq’s applicable continued listing standards. The company’s hearing request will stay the Suspension and the filing of the Form 25-NSE pending the Panel’s decision on the company’s appeal.