Armlogi Holding Corp. SEC Filings

Armlogi Holding Corp. (BTOC) disclosed a Nasdaq minimum bid-price deficiency notice. On November 7, 2025, Nasdaq notified the company that its common stock failed to meet Listing Rule 5450(a)(1) because the closing bid was below $1.00 per share for 30 consecutive business days. The notice does not immediately affect trading; shares continue on the Nasdaq Global Market under “BTOC.”

Armlogi has 180 calendar days, until May 6, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for 10 consecutive business days. If unmet, the company may seek a transfer to the Nasdaq Capital Market, which requires a transfer application and a $5,000 fee, meeting applicable standards, and stating an intention to cure—potentially via a reverse stock split. Failure to comply could lead to delisting, which the company could appeal. Management will monitor the bid price and evaluate available options.

Armlogi Holding Corp. (BTOC) set its first annual stockholders’ meeting for December 4, 2025 at 1:00 p.m. ET, to be held virtually. Stockholders will vote to elect five directors and to ratify ZH CPA, LLC as independent auditor for the fiscal year ending June 30, 2026. The record date is October 20, 2025. Shares outstanding were 45,443,079 as of the record date, each entitled to one vote.

The proxy highlights recent results: revenue $190.4 million (up 14.0%) alongside higher costs, leading to a gross loss $3.0 million (gross margin -1.6%) and a net loss $15.3 million versus prior-year net income. Cost of services rose 29.9% and G&A reached $14.7 million. Cash, cash equivalents, and restricted cash were $13.6 million at fiscal year-end. Governance notes include a board that is 60% independent, fully independent committees, and combined CEO/Chair roles. The board recommends voting FOR all nominees and FOR auditor ratification.

Armlogi Holding Corp. (BTOC) reported operational expansion and material financial volatility for the year ended June 30, 2025. Revenues show scale—warehousing services reported US$63.3 million versus US$51.5 million a year earlier—but profitability deteriorated. The company recorded a negative gross result (shown as (3,000,569)) and a reported (loss) earnings per share of $(0.37) compared with earnings per share of $0.19 in the prior year. Management cites higher warehouse labor, rental expenses from new facilities, and increased freight costs driven by carrier rate changes as key drivers of margin compression.

Liquidity and financing changes are notable: new operating lease ROU assets of US$27.9 million were recognized and total lease liabilities were US$128.2 million with minimum lease payments of US$171.1 million. The company drew two prepaid advances of US$5.0 million each under a SEPA arrangement, received net cash of US$4.5 million per tranche, and did not receive the third tranche because a required registration statement did not become effective. Top suppliers remain concentrated, with the top five suppliers accounting for 51.8% of purchases in 2025. Related-party transactions, multiple short-term loans to customers with collateralized inventory, and a non-binding LOI to acquire Leopard Transnational were disclosed.

David Chiu filed an initial Form 3 reporting beneficial ownership of 20,000 shares of Armlogi Holding Corp. (ticker BTOC) common stock. The filing lists Mr. Chiu's address in South El Monte, CA, and indicates his relationship to the issuer as a Director. The Form 3 is an initial ownership disclosure under Section 16, showing direct beneficial ownership only and no derivative holdings disclosed.