6-K - GV - Equibles

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

For the month of November 2022

Commission File Number 001-41385

Visionary Education Technology Holdings GroupInc.

(Translation of registrant’s name into English)

105 Moatfield Drive

Unit 1003

Toronto, Ontario, Canada M3B 0A4

905-739-0593

(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): ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

On November 2, 2022, we received a letter from the Listing Qualifications Staff (the “Staff’) of the Nasdaq Stock Market LLC (“Nasdaq”), which stated that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires an issuer to maintain a minimum closing bid price of $1.00 per share (the “Minimum Bid Price Rule”). In accordance with the Nasdaq Listing Rules, the Company was provided with a 180-day grace period to regain compliance with the Minimum Bid Price Rule, through May 1, 2023. The notice has no immediate impact on the listing or trading of our securities on Nasdaq. The Company intends to monitor the closing bid price of its common shares and may, if appropriate, consider implementing available options, including, but not limited to, implementing a reverse share split of its outstanding common shares, to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.

On November 10, 2022, we issued the press release attached hereto as Exhibit 99.1 and hereby incorporated by reference into this report on Form 6-K, disclosing our receipt of the Nasdaq notification regarding the Minimum Bid Price Rule deficiency.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

	VISIONARY EDUCATION TECHNOLOGY HOLDINGS GROUP INC.
Date: November 10, 2022	By:	/s/ Guiping Xu
		Guiping Xu
		Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated November 9, 2022, disclosing our receipt of<br> the Nasdaq notification regarding the Minimum Bid Price Rule deficiency

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Exhibit 99.1

Visionary Education Technology Receives NasdaqNotification Regarding Minimum Bid Price Deficiency

Toronto, Canada, November 9, 2022 (GLOBE NEWSWIRE) -- Visionary Education Technology Holdings Group Inc. (the "Company") (NASDAQ: VEDU), a private education provider located in Canada, with subsidiaries in Canada and market partners in China, today announced that the Company has received a written notification (the “Notification Letter”) from the Nasdaq Stock Market LLC (“Nasdaq”) on November 2, 2022, notifying the Company that it is not in compliance with the minimum bid price requirement set forth in Nasdaq Rules for continued listing on the Nasdaq.

Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of US$1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company's common shares for the 30 consecutive business days from September 21, 2022 to November 1, 2022, the Company no longer meets the minimum bid price requirement.

The Notification Letter does not impact the Company's listing on the Nasdaq Capital Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until May 1, 2023, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company's common shares must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive business days. In the event the Company does not regain compliance by May 1, 2023, the Company may be eligible for additional time to regain compliance or may face delisting.

The Company's business operations are not affected by the receipt of the Notification Letter. The Company intends to monitor the closing bid price of its common shares and may, if appropriate, consider implementing available options, including, but not limited to, implementing a reverse share split of its outstanding common shares, to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.

About Visionary Education Technology HoldingsGroup Inc.

Visionary Education Technology Holdings Group Inc., headquartered in Toronto, ON, Canada, is a private education provider located based in Canada, that offers high-quality education and industrial resources to students around the globe. The Company aims to provide access to secondary, college, undergraduate and graduate and vocational education to students in Canada. Through technological innovations, that fulfill industrial standards, more people can learn, grow and succeed, to release their full career potential. As a fully integrated provider of educational programs and services in Canada, the Company has been serving, and will continue to serve, both Canadian and international students and contributing to the industry. For more information, visit the Company’s website at https://ir.visiongroupca.com/.

Forward-Looking Statements

All statements other than statements of historicalfact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertaintiesand are based on the Company’s current expectations and projections about future events that the Company believes may affect itsfinancial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statementsby words or phrases such as “believes,” “expects,” “anticipates,” “estimates,” “intends,”“would,” “continue,” “should,” “may,” or similar expressions. The Company undertakes noobligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, orchanges in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in theseforward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Companycautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factorsthat may affect its future results in the Company's registration statement and in its other filings with the SEC.

For more information, please contact:

Visionary Education Technology Holdings Group Inc.

Investor Relations Department

Email: ir@farvision.ca

Ascent Investors Relations LLC

Tina Xiao

President

Phone: +1 917-609-0333

Email: tina.xiao@ascent-ir.com