Welcome to our dedicated page for Agm Group Holdings SEC filings (Ticker: AGMH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The AGM Group Holdings Inc. (AGMH) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as a foreign private issuer listed on the Nasdaq Capital Market. AGM files reports such as Form 20-F and Form 6-K under the Securities Exchange Act of 1934, along with exhibits and Inline XBRL data. These documents contain detailed information on AGM’s technology focus, capital structure, financings, and significant corporate transactions.
Through its Form 6-K filings, AGM has reported share consolidation measures, including a 50-for-1 consolidation of its ordinary shares, and subsequent amendments to its memorandum and articles of association to increase authorized share capital. Filings also describe Nasdaq listing compliance developments, including decisions by the Nasdaq Hearings Panel and letters confirming continued listing on the Nasdaq Capital Market.
AGM’s SEC reports disclose financing arrangements such as a Securities Purchase Agreement for up to US$6 million in original issue discount convertible advances, related Registration Rights and Guarantee Agreements, and a convertible promissory note offering. The company has also filed information on divestitures of subsidiaries involved in high-performance hardware and computing equipment, including Nanjing Lucun Semiconductor Co. Ltd., AGM Tianjin Construction Development Co., Ltd., Beijing AnGaoMeng Technology Service Co., Ltd., and AGM Technology Limited (AGM HK), accompanied by unaudited pro forma condensed consolidated financial statements.
Other filings provide Management’s Discussion and Analysis for interim periods, unaudited interim condensed consolidated financial statements, and details of the 2025 Share Incentive Plan. On Stock Titan, AI-powered tools summarize AGM’s 6-K and 20-F disclosures, highlight key terms in financing and equity transactions, and help readers quickly identify information about share structure changes, convertible securities, and major asset sales without manually reviewing every page of the underlying filings.
AGM Group Holdings Inc. (AGMH) announced it will remain listed on The Nasdaq Capital Market. Nasdaq advised the company that it maintained compliance with the Listing Rules through September 29, 2025, as required by a June 3, 2025 Nasdaq Hearings Panel decision. Based on this, the Panel determined to allow the company to maintain its listing.
Group Holdings Inc. reported changes to its corporate structure. Effective October 2, 2025, the company amended its memorandum and articles of association to increase its authorized share capital from 8,000,000 shares to 90,000,000 shares, all with a par value of US$0.05.
The new authorization comprises 60,000,000 Class A ordinary shares and 30,000,000 Class B ordinary shares. The board of directors approved this amendment on September 10, 2025, stating it was adopted to support the company’s long-term growth and overall commercial objectives. The company also changed its registered agent in the British Virgin Islands to Aegis International Group Limited, effective September 24, 2025.
AGM Group Holdings Inc. filed an amended Form 6-K to add a new letter agreement with an investor that changes terms of a previously disclosed Securities Purchase Agreement and related prepaid advance, both dated September 22, 2025. The October 1, 2025 letter sets a floor price for the subscription price under the first tranche advance. If the calculated subscription price would fall below this floor, the company will instead issue shares at the floor price and pay the investor the cash difference as defined in the agreement. Substantially similar protections will apply to later advances under the same purchase agreement. Aside from including this letter, the amendment does not change or update other information from the original Form 6-K.
AGM Group Holdings Inc. reported that it entered into financing agreements with an institutional investor to issue up to $6 million in original issue discount convertible advances. The advances are split into three $2 million tranches, with later tranches depending on equity conditions such as trading volume, market capitalization, and timely SEC reporting.
The first tranche closed on September 22, 2025, with an initial advance of $1,500,000 principal for gross proceeds of $1,380,000. Each advance is convertible into Class A ordinary shares at the lower of 120% of a recent three-day VWAP average or 93% of the lowest VWAP in the ten trading days before conversion, provided no default exists. The company also signed a registration rights agreement requiring a resale registration statement on Form F-1 and related guarantee arrangements with subsidiaries.
Group Holdings Inc. reported that its Hong Kong subsidiary, Technology Limited, completed the sale of all shares of Nanjing Lucun Semiconductor Co. Ltd., a wholly owned subsidiary that primarily produces high-performance hardware and computing equipment. The buyer is Hong Kong Giant Electronics Co., Limited, under an equity transfer agreement dated May 6, 2025.
The agreement values Nanjing Lucun at USD57,450,000, which represents the consideration payable by Giant Electronics. Group Holdings also provided unaudited pro forma condensed consolidated financial statements as of and for the year ended December 31, 2024, filed as an exhibit, to help illustrate how the company’s financials would look after this divestiture.
AGM Group Holdings Inc. has agreed to sell 100% of the shares of its wholly owned Hong Kong subsidiary, AGM Technology Limited (AGM HK), to an unrelated third party, Peng Liu, for a total cash consideration of US$6,850,000, under an Equity Transfer Agreement dated September 5, 2025. AGM HK is an operating subsidiary focused on serving customers in Asia, so the deal represents an exit from this specific Hong Kong-based entity. The completion of the sale is subject to certain closing conditions, meaning the transaction will only be finalized once those conditions are satisfied. The full terms are set out in the Equity Transfer Agreement, which is attached as an exhibit.
The registration statement on Form S-8 for AGM Group Holdings Inc. (AGMH) registers securities for an employee benefit plan and incorporates the company's 2024 Form 20-F filed May 13, 2025, other Exchange Act reports, and the Form 8-A description of ordinary shares. The filing describes post-effective amendment obligations, lists exhibits including the Second Amended and Restated Memorandum and Articles of Association, a 2025 Share Incentive Plan (Exhibit 10.1), legal opinions, auditor consents, and a filing fee table. Signatures from the CEO and directors are dated September 4, 2025.
AGM Group Holdings Inc. reported that its Board of Directors approved and adopted a new equity incentive program called the 2025 Share Incentive Plan. The plan was approved and became effective on August 29, 2025.
The company has furnished the full text of the 2025 Share Incentive Plan as Exhibit 99.1 to this Form 6-K, allowing investors and other stakeholders to review the detailed terms and conditions of the plan.
AGM Group Holdings Inc. filed an Amendment No. 1 to its Form 20-F for the year ended December 31, 2024. The amendment is narrowly focused on clarifying that the company has elected to follow British Virgin Islands home country corporate governance practices instead of certain Nasdaq Capital Market listing rules.
The company explains that, relying on this exemption, it did not hold an annual shareholders’ meeting for 2024, did not seek shareholder approval for its 2024 Equity Incentive Plan, and did not obtain shareholder approval for a registered direct offering that closed on March 4, 2025. BVI law does not require shareholder approval in these circumstances, and Nasdaq rules allow foreign private issuers to follow home country practice. The amendment does not update any other disclosures or financial information from the original annual report and should be read together with that filing.