Form 8-K Filing

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): June 30, 2014

ChinaNet Online Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)

Nevada   001-34647   20-4672080
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification Number)

No. 3 Min Zhuang Road, Building 6,
Yu Quan Hui Gu Tuspark, Haidian District, Beijing, PRC 100195

(Address of Principal Executive Offices and Zip Code)

Registrant's telephone number, including area code: +86-10-51600828


________________________________________________________________________________
(Former name or former address, if changed since last report)


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:

  [   ]   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))


Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

By a letter dated June 30, 2014, the Listing Qualifications Department of the NASDAQ Stock Market LLC (the "NASDAQ") advised ChinaNet Online Holdings, Inc. (the "Company") that, based on its further review and the materials submitted by the Company on June 16, 2014, NASDAQ has determined to grant an exception to enable the Company to regain compliance with NASDAQ's filing requirements as set forth in Listing Rules 5250(c)(1) (the "Rule"). On April 16, 2014 and May 22, 2014, NASDAQ notified the Company that it did not comply with the Rule because it had not filed its Form 10-K for the period ended December 31, 2013 (the "Form 10-K") and its Form 10-Q for the period ended March 31, 2014 (the "Form 10-Q"), respectively. However, on June 16, 2014, the Company filed the Form 10-K with the Securities and Exchange Commission (the "SEC"), therefore, it is no longer non-compliant with this filing. In this June 30, 2014 letter, NASDAQ notified that the Company must file the Form 10-Q as required by the Rule on or before July 31, 2014. In the event the Company does not satisfy the terms of the exception, NASDAQ will provide written notification that its securities will be delisted. At that time, the Company may appeal NASDAQ's determination to a Hearings Panel.

By another letter dated June 30, 2014, NASDAQ advised the Company that as a result of the filing of the Form 10-K, the Company is no longer non-compliant with the filing of the Form 10-K. However, since NASDAQ has not received the Form 10-Q, the Company remains non-compliant with the Rule.

The Company is continuing to work diligently to complete the Form 10-Q. These notifications have no immediate effect on the listing of the Company's common stock on NASDAQ. There can be no assurance, however, that the Company will be able to regain compliance with the listing requirements discussed above or otherwise satisfy the other NASDAQ listing criteria.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on July 2, 2014, disclosing its receipt of NASDAQ's notifications letters dated June 30, 2014 as disclosed under Item 3.01 above. A copy of the press release is attached as Exhibit 99.1.

The information set forth in this Item 7.01 of Form 8-K is furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

No. Description
99.1 Press Release dated July 2, 2014


SIGNATURE

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.

Date: July 2, 2014 ChinaNet Online Holdings, Inc.

 By:   /s/ Handong Cheng
Handong Cheng
Chief Executive Officer

Exhibit Index

No. Description
99.1 Press Release dated July 2, 2014
ChinaNet Online Holdings Receives Extension to Regain Compliance With NASDAQ Listing Rules

EXHIBIT 99.1

ChinaNet Online Holdings Receives Extension to Regain Compliance With NASDAQ Listing Rules

BEIJING, July 2, 2014 (GLOBE NEWSWIRE) -- ChinaNet Online Holdings, Inc. (Nasdaq:CNET) (the "ChinaNet" or "Company"), a leading B2B (business to business) Internet technology company focusing on providing online-to-offline ("O2O") sales channel expansion services for small and medium-sized enterprises ("SMEs") and entrepreneurial management and networking services for entrepreneurs in the People's Republic of China, today announced that on June 30, 2014, NASDAQ granted an exception to enable the Company to regain compliance with NASDAQ's filing requirements set forth in Listing Rules 5250(c)(1) (the "Rule"). The Company must file the Form 10-Q for the period ended March 31, 2014 (the "Form 10-Q') as required by the Rule on or before July 31, 2014.

By another letter dated June 30, 2014, NASDAQ advised the Company that as a result of the filing of its Form 10-K with the Securities and Exchange Commission (the "SEC") for the year ended December 31, 2013, the Company is no longer non-compliant with the filing of the Form 10-K. However, since NASDAQ has not received the Form 10-Q, the Company remains non-compliant with the Rule.

The Company is continuing to work diligently to complete the Form 10-Q on or before July 31, 2014. These notifications have no immediate effect on the listing of the Company's common stock on NASDAQ. There can be no assurance, however, that the Company will be able to regain compliance with the listing requirements discussed above or otherwise satisfy the other NASDAQ listing criteria.

About ChinaNet Online Holdings, Inc.

The Company, a parent company of ChinaNet Online Media Group Ltd., incorporated in the BVI ("ChinaNet"), is a leading B2B (business to business) Internet technology company focusing on providing O2O (online to offline) sales channel expansion service for small and medium-sized enterprises (SMEs) and entrepreneurial management and networking service for entrepreneurs in China. The Company, through certain contractual arrangements with operating companies in the PRC, provides Internet advertising and other services for Chinese SMEs via its portal websites, 28.com, Liansuo.com and Chuangye.com, TV commercials and program production via China-Net TV, and in-house LCD advertising on banking kiosks targeting Chinese banking patrons. Website: http://www.chinanet-online.com.

Safe Harbor

This release contains certain "forward-looking statements" relating to the business of ChinaNet Online Holdings, Inc., which can be identified by the use of forward-looking terminology such as "believes," "expects," "anticipates," "estimates" or similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, including business uncertainties relating to government regulation of our industry, market demand, reliance on key personnel, future capital requirements, competition in general and other factors that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Certain of these risks and uncertainties are or will be described in greater detail in our filings with the Securities and Exchange Commission. These forward-looking statements are based on ChinaNet's current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting ChinaNet will be those anticipated by ChinaNet. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the Company) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. ChinaNet undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

CONTACT: MZ North America
         Ted Haberfield, President
         Tel:  +1-760-755-2716
         Email: thaberfield@mzgroup.us
         Web: www.mzgroup.us