Item 3.01 Notice of De-listing or Non-Compliance with a Continuing Listing Rule or Standard; Registration transfer.

At September 1, 2021, TD Management, Inc. (the “Company”) has received a notification letter from the Nasdaq Listing Qualifications Staff of The NASDAQ Stock Market LLC (“Nasdaq”) informing the Company that the minimum bid price per share for its common shares is less than $ 1.00 for a period of 30 consecutive business days and the Company therefore no longer meets the minimum bid price requirements set out in Nasdaq Listing Rule 5550 (a) (2).

The notification received has no immediate effect on the listing of the Company’s ordinary shares on the Nasdaq. Under the Nasdaq listing rules, the Company has up to February 28, 2022 to regain compliance. If at any time during such 180 day period the closing bid price of the common shares of the Company is at least
$ 1 for at least 10 consecutive business days, the Nasdaq will provide the Company with written confirmation of compliance.

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

The Company, by filing this Form 8-K, discloses its receipt of the notification from Nasdaq in accordance with Nasdaq Listing Rule 5810 (b).

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