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.
AGM Group Holdings Inc. filings document foreign private issuer reports on financing agreements, operating results, corporate governance, capital structure, subsidiary transactions, and listing status. Recent Form 6-K reports include an equity line of credit facility, a related warrant, original-issue-discount convertible advances, registration-rights arrangements, and subsidiary guarantees tied to capital access.
The company’s filings also provide interim management discussion and unaudited condensed consolidated financial statements, pro forma financial information for completed subsidiary sales, and amendments to its memorandum and articles of association. Governance and corporate-status disclosures include the authorization of Class A and Class B ordinary shares, changes involving BVI corporate administration, and Nasdaq continued-listing matters.
AGM Group Holdings Inc. filed a Form F-1 to register the resale of up to 7,649,160 Class A Ordinary Shares by L1 Capital Global Opportunities Master Fund. The amount includes 7,449,160 shares issuable upon conversion of convertible advances, 50,000 pre‑delivery shares, and pre‑funded warrants to purchase 150,000 additional pre‑delivery shares. The company is not selling shares in this registration and will not receive proceeds from resales; it has already received proceeds from the advances.
The advances bear no stated interest, mature in 12 months, and are convertible at 90% of the lowest 5‑day VWAP, subject to a US$0.7844 floor, with conversions below the floor permitted only as outlined in a letter agreement. AGMH’s Class A Ordinary Shares trade on Nasdaq under “AGMH.”
Issued and outstanding share capital consisted of 1,977,191 Class A and 1,200,000 Class B shares as of the prospectus date; this is a baseline figure, not the amount being offered. The board approved an increase in authorized shares to 90,000,000 (60,000,000 Class A; 30,000,000 Class B). The prospectus highlights PRC regulatory and HFCAA-related risks, including CSRC filing requirements for overseas offerings.
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 a Form 6-K as a foreign private issuer, furnishing updated mid‑year financial information. The filing attaches a Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2025 and 2024, and unaudited interim condensed consolidated financial statements for the six months ended June 30, 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.