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BGM Group Ltd. (BGM) reported unaudited results for the six months ended March 31, 2026, reflecting rapid top-line growth and continued restructuring of its business mix. Net revenue was $24.3 million, up from $14.3 million in 2025 and $12.6 million in 2024, driven by Diversified Pharma & Allied Products ($16.2 million), AI solutions ($2.2 million) and insurance business ($5.9 million).
Gross profit rose to $4.3 million from $2.5 million a year earlier, but higher selling, general and administrative, and R&D expenses of $5.2 million led to a loss from operations of $0.9 million. Including equity-method losses and other items, net loss attributable to BGM widened to $2.1 million from $0.9 million in 2025, or $(0.01) per share versus $(0.03) per share, as the weighted-average share count increased sharply after multiple share-based acquisitions.
Foreign currency translation generated $10.1 million of other comprehensive income, so comprehensive income attributable to BGM was $7.4 million. Total assets were $436.5 million, including $360.3 million of goodwill from recent all-share acquisitions, against total liabilities of $36.8 million. Net cash provided by operating activities improved to $2.5 million from a $3.1 million outflow in 2025, while cash and equivalents rose to $11.5 million.
Subsequent to period end, BGM entered into a private placement agreement to issue 200,000,000 Class A ordinary shares at $0.06 per share plus warrants for up to 200,000,000 additional shares. Upon closing, outstanding Class A shares are stated to be 380,623,358, indicating significant equity issuance alongside planned use of proceeds for working capital and general corporate purposes.
BGM Group Ltd is convening an extraordinary general meeting on September 5, 2026 (U.S. evening) / September 6, 2026 (Beijing morning) to regularize and update its capital structure under Cayman law. Shareholders are asked first to revoke three capital-related resolutions approved at the July 9, 2026 EGM, after the Cayman Deputy Registrar stated that members cannot delegate share-capital alteration powers to directors.
New proposals seek approval for a fixed 30‑for‑1 Share Consolidation of all issued and unissued Class A, Class B and preferred shares, with no fractional shares and one whole share issued in lieu of any fraction. The consolidation would temporarily change authorized capital to 166,666,666.67 Class A, 666,666.67 Class B and 333,333.33 preferred shares, all at US$0.003 par value, followed immediately by a Share Capital Increase restoring authorized capital to 5,000,000,000 Class A, 20,000,000 Class B and 10,000,000 preferred shares at the same par value. A further special resolution would adopt a fifth amended and restated memorandum and articles of association reflecting these changes and updated governance provisions. The record date for voting is August 6, 2026, and the board unanimously recommends voting in favor of all four proposals.
BGM Group Ltd reports that Chen Xin resigned as Chairman of the Board and Co-Chief Executive Officer, effective July 30, 2026, citing personal reasons and stating that his departure is not due to any dispute or disagreement with the company or its board.
Effective the same date, the board appointed Zhanchang Xin, Chen Xin’s father, as Chairman. He has over 35 years of pharmaceutical research and engineering experience, has worked at Gansu Qilianshan Pharmaceutical Co. Ltd. for 41 years, served as its Chairman since August 2006, and holds pharmacy and MBA degrees. The company states he has had no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K in the past two years.
The board also appointed Hong Li as Co-Chief Executive Officer, effective July 30, 2026. She has extensive financial management and accounting experience, has been Chief Financial Officer of Gansu Qilianshan Pharmaceutical Co. Ltd. since August 2008, and has worked there for 35 years. She has no family relationship with any company director or executive officer and no transactions requiring Item 404(a) disclosure.
BGM Group Ltd reports that it has regained compliance with Nasdaq Listing Rule 5250(c)(1) after filing its delayed annual report on Form 20-F for the fiscal year ended September 30, 2025.
The company previously received a notice from Nasdaq Staff in February 2026 for not timely filing this 2025 Annual Report. BGM Group filed the Form 20-F on July 21, 2026. On July 24, 2026, Nasdaq Staff informed the company that, based on this filing, it now complies with the periodic reporting requirement in Listing Rule 5250(c)(1).
BGM Group Ltd, formerly Qilian International Holding Group Limited, is a Cayman Islands holding company listed on Nasdaq whose operations in China are conducted through a variable interest entity, Gansu Qilianshan Pharmaceutical Co., Ltd., and its subsidiaries. Investors hold equity in the Cayman holding company, not in the PRC operating entities.
The group combines AI-driven insurance solutions and intelligent robots, focused on sales, underwriting, claims and customer service, with a biopharmaceutical division producing oxytetracycline API, crude heparin sodium and licorice preparations for global markets. For the years ended September 30, 2025, 2024 and 2023, consolidated revenues were $37.9 million, $25.1 million and $46.5 million, with net losses of $20.2 million, $1.5 million and $8.1 million, respectively.
As of September 30, 2025, BGM reported cash and cash equivalents of $9.8 million, total assets of $433.8 million and shareholders’ equity of $391.9 million, with 200,623,358 ordinary shares outstanding (180,623,358 Class A and 20,000,000 Class B). Extensive disclosure highlights legal and operational risks from reliance on VIE contractual arrangements, PRC government oversight (including cybersecurity, data, anti-monopoly and foreign offering rules), HFCAA-related audit inspection issues, and CSRC filing requirements for multiple planned share issuances, including a 200,000,000 Class A share private placement filing, all of which could materially affect operations and the value of the ordinary shares.
BGM Group Ltd reports the results of its July 9, 2026 extraordinary general meeting in Chengdu. Shareholders holding 245,400,111 ordinary shares out of 400,623,358 issued and outstanding as of June 12, 2026 were present, constituting a quorum, and all resolutions were passed.
The board is authorized, for 3 calendar years after the meeting, to set a Share Consolidation ratio within an approved range, implement corresponding post-share-consolidation share capital increases, adopt new memorandum and articles of association, carry out a share capital reduction and reorganization, and amend existing constitutional documents, subject to required filings, approvals, and consents under Cayman Islands and other applicable laws.
BGM Group Ltd has called an extraordinary general meeting of shareholders for July 9, 2026 to approve a comprehensive share capital restructuring and governance update. The main proposal would reduce the company’s authorised share capital from US$41,916,750.50 to US$503,000 by cutting the par value of all share classes from US$0.00833335 to US$0.0001 and reorganising authorised but unissued shares. The credit from this reduction would move into a distributable reserve that can be used as permitted under Cayman law, including offsetting accumulated losses. Shareholders are also asked to adopt a fourth amended and restated memorandum and articles of association, authorise up to three potential share consolidations at ratios up to 1-for-50 within three years, permit related post-consolidation increases in authorised share capital, and approve further amendments to the governing documents to reflect any such actions. The board unanimously recommends voting in favour of all five proposals, with a record date of June 12, 2026 for voting eligibility.
BGM Group Ltd closed a private placement of equity to raise new capital. The company issued 200,000,000 Class A ordinary shares at US$0.06 per share, together with warrants to purchase up to 200,000,000 additional Class A ordinary shares, generating gross proceeds of US$12,000,000.
The Class A ordinary shares have a par value of US$0.00833335 per share. This report on Form 6-K is incorporated by reference into BGM Group Ltd’s existing Form S-8 and Form F-3 registration statements, becoming part of those registration statements from the date it is furnished.
BGM Group Ltd entered into a securities purchase agreement for a private placement of 200,000,000 Class A ordinary shares at US$0.06 per share, together with warrants to purchase up to 200,000,000 additional Class A shares.
The warrants are split into two 100,000,000-share tranches, exercisable at prices equal to 200% and 250% of the per share purchase price, starting on the 90th day after closing and expiring five years after that date. The placement is expected to close in June 2026, with proceeds intended for working capital and general corporate purposes.
Upon closing, BGM Group states it will have 380,623,358 issued and outstanding Class A ordinary shares, meaning existing holders face meaningful dilution alongside a large additional warrant overhang.
BGM Group Ltd. director Ren Yuehua filed an initial Form 3, which is a statement of beneficial ownership for company insiders. The filing does not report any buy or sell transactions and shows no derivative positions in the provided data.