Baosheng Media Group Holdings Ltd (BAOS) SEC Filings

Baosheng Media Group Holdings Ltd (BAOS) disclosed that its subsidiaries entered into a Debt Asset Transaction Agreement on September 14, 2026 to sell certain long‑aged accounts receivable and one prepaid account (the "Assets") through a public listing process to Guangzhou Nengren Advertising Co., Ltd.

The Assets had an aggregate book balance of RMB226,226,470.55 (approximately US$33.41 million) as of April 30, 2026 and were appraised at RMB8,561,500 (approximately US$1.26 million), which is also the agreed purchase price. The Purchaser has already deposited RMB2,562,000, credited toward the first installment of RMB4,280,750, with the remaining RMB1,718,750 of that installment due within five business days after execution and the final RMB4,280,750 due within one month. Ownership of the Assets will transfer once the purchase price is paid in full, and the Assets are being transferred on an “as‑is” basis, with the Purchaser assuming specified collection and enforcement risks.

Baosheng Media Group Holdings Ltd (BAOS) reports that Nasdaq has notified the company that its ordinary shares failed to meet the $1.00 minimum bid price requirement for the Nasdaq Capital Market, based on the 30 business days from July 27, 2026 to September 9, 2026.

The shares remain listed for now, and Baosheng has 180 calendar days from the September 10, 2026 notice, until March 9, 2027, to regain compliance, which can occur if the closing bid price is at least $1.00 for 10 consecutive business days or through a timely reverse stock split. If it still does not comply, Baosheng may receive a second 180-day period if it meets other Nasdaq initial listing standards; otherwise, its securities could be subject to delisting.

Baosheng Media Group Holdings Limited (BAOS) has filed a Form F-3 to register for resale up to 25,000,000 Ordinary Shares previously issued in a June 2026 private placement (the “PIPE Shares”). The company is not selling new shares in this transaction and will not receive any proceeds from resales; selling shareholders receive all net proceeds.

The registered shares equal about 74.9% of the 33,369,815 Ordinary Shares outstanding as of August 24, 2026, which the company warns could materially increase free float and pressure BAOS’s share price and liquidity, especially given limited current trading volume. Recent and potential future equity financings are disclosed as having diluted existing holders and could do so again if additional capital is raised.

Baosheng is a Cayman holding company for PRC online marketing subsidiaries focused on short-form video and social-media performance marketing, with net revenue (gross billing minus media costs) of $0.9 million in 2023 and $0.6 million in both 2024 and 2025. The company highlights an AI-focused strategy and several non-binding MOUs in AI marketing, alongside a proposed but postponed share-capital reorganization and a planned disposition of long-aged receivables. Baosheng also discloses ongoing winding-up proceedings in the Cayman Islands; if a winding-up order were ultimately entered and no validation order obtained, the issuance and resale of the PIPE Shares could be rendered void under Cayman law.

Baosheng Media Group Holdings Ltd (BAOS) has filed a Form F-3 mixed shelf registration to offer, from time to time, up to US$300,000,000 of ordinary shares, debt securities, warrants, rights and units. This shelf also includes US$99.8 million of unsold securities carried over from a prior F-3.

The company is a Cayman Islands holding company with operations conducted through wholly owned subsidiaries in China, without a VIE structure. It reports small net revenues of US$568,993 in 2025 and a net loss of US$12.0 million, following a larger loss in 2024, and has identified material weaknesses in internal control.

The filing highlights extensive PRC legal, regulatory, data security and capital-control risks, HFCA Act delisting risk, and the absence of historical dividends or distributions. It also discloses an ongoing Cayman winding-up petition that, if ultimately successful, could render share issuances after the petition date void, and outlines recent PIPE financings, share incentive issuance and a proposed discounted transfer of long-aged receivables.

Baosheng Media Group Holdings Ltd (BAOS) announced that its wholly owned subsidiary Baosheng Media Group Limited entered into an AI Business Cooperation Framework Agreement with DirectBooking Technology Co., Ltd. on August 25, 2026. The parties plan long-term collaboration in AI-enabled media operations, brand promotion, market-channel expansion, and digital operations services, combining Baosheng’s marketing and traffic resources with DirectBooking Technology’s technical systems and intelligent platform capabilities.

The framework is effective for one year and automatically renews for additional one-year terms unless either party provides written notice 30 days before expiration. It does not cover specific projects; separate supplemental agreements will be required to define individual projects, including service standards and profit-sharing, and there is no assurance the cooperation will generate revenue. The agreement details intellectual property ownership, joint-development arrangements, confidentiality, and a commitment to comply with applicable laws and industry regulations.

Baosheng Media Group Holdings Limited (BAOS) reports that its board of directors has indefinitely postponed the extraordinary general meeting of shareholders that had been scheduled for September 4, 2026 in Beijing. The board resolved on September 1, 2026 to postpone the meeting, acting under Article 69 of the company’s amended and restated memorandum and articles of association, which permits directors to cancel or postpone a duly convened general meeting other than a shareholder-requisitioned meeting.

The extraordinary general meeting was not convened and no business was conducted. Any proxy cards submitted for the postponed meeting will be disregarded and not voted, and shareholders will be asked to vote again if and when a rescheduled meeting is set. Baosheng states it will announce the date, time, place, record date, and distribute a new proxy statement and proxy card for any future extraordinary general meeting. The report is also incorporated by reference into Baosheng’s effective registration statements on Form F-3 and Form S-8. The company reiterates that it is pursuing a transition toward an AI-powered short-form video marketing technology platform through its proposed BAOS-AI platform.

Baosheng Media Group Holdings Ltd (BAOS) is convening an extraordinary general meeting on September 4, 2026 to seek shareholder approval for extensive changes to its capital structure and governance. As of August 3, 2026, the company had 33,369,815 ordinary shares outstanding, each carrying one vote.

Proposal One would increase authorized share capital from US$9,600,000 (1,000,000,000 ordinary shares at US$0.0096 par) to US$96,000,000 (10,000,000,000 ordinary shares at US$0.0096 par), creating 9,000,000,000 new authorized but unissued shares. Proposal Two would create a dual-class structure with 9,900,000,000 Class A and 100,000,000 Class B ordinary shares. Of the currently issued shares, 1,623,750 shares held by ANRUITAI INVESTMENT LIMITED would become Class B, and 31,746,065 shares would become Class A.

Proposal Three would change each Class B share’s voting power from 1 vote to 100 votes. Proposals Four and Seven seek adoption of second and third amended and restated memoranda and articles to reflect these and later changes. Proposal Five would implement a 40‑to‑1 share consolidation for both classes, changing authorized capital from 10,000,000,000 shares at US$0.0096 to 250,000,000 shares at US$0.384. Proposal Six would then reduce par value of issued shares from US$0.384 to US$0.00001, subdivide unissued shares and cancel excess so authorized capital becomes US$2,500 divided into 250,000,000 shares. Proposal Eight grants directors broad authority to carry out all approved changes.

Baosheng Media Group Holdings Limited (BAOS) reports that four subsidiaries have publicly listed certain long-aged accounts receivable and one prepaid account on the Beijing Equity Exchange for a potential transfer through a public listing process. As of April 30, 2026, these Assets had an aggregate book balance of RMB226,226,470.55 (approximately US$33.41 million). An independent appraisal firm valued the Assets at an aggregate RMB8,561,500 (approximately US$1.26 million), and the initial transfer floors across the listings total RMB8,561,200.

Each listing runs for an initial five business days starting August 21, 2026 and may be extended in five-business-day increments if no qualified purchaser appears. If a transfer occurs, 50% of the purchase price would be payable within five business days after signing the asset transfer agreement and the remaining 50% within one month. No purchaser has been selected, and any transfer remains subject to completion of the listing and purchaser-selection procedures, execution of definitive documentation, payment, and settlement, with no assurance that any transfer will close or that pricing will meet the initial floors.