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
OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date: June 24, 2022

 

 

BORQS TECHNOLOGIES, INC.

Commission File Number 001-37593

 
  (Translation of registrant’s name into English)  

 

 

Office B, 21/F, Legend Tower, 7 Shing Yip Street

Kwun Tong, Kowloon, Hong Kong

 
  (Address of principal executive offices)  

 

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 Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

 

 

 

 

 

Explanatory Note:

 

Borqs Technologies, Inc. (the “Company”) will complete a reverse stock split of the Company’s common shares at the ratio of one-for-sixteen (the “Reverse Stock Split”) with a market effective date of June 27, 2022. The objective of the Reverse Stock Split is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on Nasdaq.

 

Beginning with the opening of trading on June 27, 2022, the Company’s common shares will trade on the Nasdaq Capital Market on a split-adjusted basis, under the same symbol “BRQS” but under a new CUSIP Number, G1466B202. As a result of the Reverse Stock Split, each sixteen common shares outstanding will be automatically combined and converted to one issued and outstanding common share without any action on the part of the shareholder. No fractional shares will be issued because of the Reverse Stock Split. Instead, any fractional shares that would have resulted from the Reverse Stock Split will be rounded up to the next whole number.

 

The Reverse Stock Split will reduce the number of common shares issued and outstanding from 298,406,545 to approximately 18,650,409 (subject to the rounding up for fractional shares). The Board of Directors of the Company approved to effect the Reverse Stock Split. In addition, a copy of the press release announcing the Reverse Stock Split on June 24, 2022 is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

1

 

 

EXHIBIT INDEX

 

Number   Description of Exhibit
99.1   Press release dated June 24, 2022 announcing the 1-for-16 reverse stock split

 

2

 

 

SIGNATURES

 

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.

 

  BORQS TECHNOLOGIES INC.
  (registrant)
   
Dated: June 24, 2022 By: /s/ Henry Sun
    Henry Sun
    Chief Financial Officer

 

 

3

 

Exhibit 99.1

 

PRESS RELEASE

 

Borqs Technologies Announces Reverse Stock Split

 

Santa Clara, California, June 24, 2022 – Borqs Technologies, Inc. (Nasdaq: BRQS, “Borqs”, or the “Company”), a global provider of 5G wireless solutions, Internet of Things (IoT) solutions, and innovative clean energy, with global operations in the U.S., India and China, today announced that its board of directors has approved a 1-for-16 reverse split for the Company’s common stock. The reverse stock split is anticipated to take effect on June 27, 2022.

 

Accordingly, at the effective date, every sixteen issued and outstanding shares of the Company’s common stock will be converted into one share of the Company’s common stock. The Company’s common stock is expected to begin trading on the Nasdaq Capital Market on a post-split basis beginning on June 27, 2022, under a new CUSIP number: G1466B202.

 

“I would like to thank our shareholders for their support. The reverse stock split is needed to ensure that our Company’s common shares will remain to be listed on Nasdaq,” said Pat Chan, Chief Executive Officer of Borqs Technologies. “Our ESG strategy toward building products for 5G, IoT and solar are gaining a lot of tractions. Our recent announcements of winning the Kunia Village solar plus energy storage in Oahu, Hawaii and the participation in Hawaiian Electric Battery Bonus Program are the beginning of some of the more exciting developments of the Company. The recent strategic investment of $16 million from strategic investors for growing of our solar plus energy storage business is a good demonstration of our investors’ confidence in our business.”

 

Continental Stock Transfer & Trust Company is acting as exchange agent for the common stock reverse stock split and will send instructions to any shareholders of record who hold stock certificates regarding the exchange of certificates for common stock. Shareholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares following the reverse stock split. Continental Stock Transfer may be reached for questions at (212) 509-4000. The reverse stock split will also have a proportionate effect on its warrants outstanding as of such effective date of such reverse stock splits. Any fractional shares as a result of the reverse stock split will be adjusted upwards.

 

About Borqs Technologies, Inc.

 

Borqs Technologies is a global leader in software and products for the IoT, providing customizable, differentiated and scalable Android-based smart connected devices and cloud service solutions. Borqs has achieved leadership and customer recognition as an innovative end-to-end IoT solutions provider leveraging its strategic chipset partner relationships as well as its broad software and IP portfolio. Borqs’ unique strengths include its Android and Android Wear Licenses which enabled the Company to develop a software IP library covering chipset software, Android enhancements, domain specific usage and system performance optimization, suitable for large and low volume customized products, and is also currently in development of 5G products for phones and hotspots. The Company acquired controlling shares of the solar energy storage system entity, Holu Hou Energy LLC, in October 2021.

 

Forward-Looking Statements and Additional Information

 

This press release may include “forward-looking statements” that involve risks and uncertainties that could cause actual results to differ materially from what is expected. Words such as “forecasts”, “expects”, “believes”, “anticipates”, “intends”, “estimates”, “predicts”, “seeks”, “may”, “might”, “plan”, “possible”, “should”, “estimates” and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are based on currently available information and reflect our management’s current beliefs. Many factors could cause actual events or results to differ materially from the events and results discussed in the forward-looking statements may not truly describe the financial conditions, including the possibility that the positive financial results from business activities as described herein may not be reached or at all, and the negative impact of the COVID-19 pandemic on the Company’s supply chain, revenues and overall results of operations, so the reader is advised to refer to the Risk Factors sections of the Company’s filings with the Securities and Exchange Commission for additional information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements. Except as expressly required by applicable securities law, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Investor Contact:

 

Sandra Dou

Vice President of Corporate Finance

Borqs Technologies, Inc.

sandra.dou@borqs.net

www.borqs.com