Armlogi Holding Corp. filings document a Nevada logistics company with common stock listed on Nasdaq under BTOC and emerging growth company status. The record includes Form 8-K reports on operating results, board changes, and Nasdaq continued-listing compliance notices for the company’s common stock.
Proxy materials describe annual meeting matters such as director elections, auditor ratification, board governance, voting mechanics, and stockholder meeting procedures. The filings also provide formal disclosure around the company’s warehousing, order fulfillment, and transportation business as reported through material-event and financial-result releases.
Armlogi Holding Corp. (BTOC) regained compliance with Nasdaq’s minimum closing bid-price requirement for continued listing on The Nasdaq Capital Market. Nasdaq confirmed that the common stock’s closing bid was at least $1.00 per share for 10 consecutive business days, from October 15, 2026, through October 28, 2026, and closed the compliance matter.
Armlogi Holding Corp. (BTOC) asks stockholders to vote at its December 7, 2026 virtual annual meeting on five director nominees, auditor ratification, its 2026 Stock Incentive Plan, and a proposed issuance of 400,000 shares to CEO, Director and Chairman Aidy Chou for past services. The issuance is subject to required stockholder and other approvals; the shares would be fully vested and nonforfeitable upon issuance. The Board recommends “FOR” each proposal.
For fiscal 2026, revenue was $185.8 million, down 2.4%. Gross profit was $0.4 million, versus a $3.0 million gross loss in fiscal 2025; gross margin was 0.2%, versus -1.6%. Net loss increased $5.6 million, or 36.6%, to $20.9 million from $15.3 million. Cash and cash equivalents and restricted cash were $6.5 million at the end of fiscal 2026, compared with $13.6 million in fiscal 2025.
The proposed plan, subject to stockholder approval, makes a maximum of 284,000 shares available. Beginning in January 2027, the number available increases on the first trading day each calendar year by 10% of Common Stock outstanding on the preceding calendar year’s last trading day, or a lesser amount set by the Board before the increase takes effect. There were 2,840,226 shares outstanding on the October 23, 2026 record date.
Armlogi Holding Corp. (BTOC) is asking stockholders at its December 7, 2026 virtual annual meeting to elect five directors, ratify ZH CPA, LLC for fiscal 2027, approve a 2026 Stock Incentive Plan, and approve a proposed issuance of 400,000 common shares to CEO, director and chairman Aidy Chou for past services. The issuance is subject to any required stockholder approval and other conditions; the shares would be fully vested upon issuance. The Board recommends a “FOR” vote on each proposal.
For the fiscal year ended June 30, 2026, revenue was $185.8 million, down 2.4%; gross profit was $0.4 million versus a $3.0 million gross loss, with gross margin at 0.2% versus -1.6%. Net loss increased 36.6% to $20.9 million from $15.3 million, while cash and cash equivalents and restricted cash were $6.5 million at year-end versus $13.6 million. General and administrative expenses rose 49.7% to $22.0 million. The plan would initially make up to 284,000 shares available.
Armlogi Holding Corp. approved a 1-for-16 reverse stock split of its common stock, with split-adjusted trading beginning at the opening of trading on October 15, 2026. The split applies proportionally to authorized and issued shares, and stockholder approval was not required.
Authorized common shares will fall from 100,000,000 to 6,250,000, while par value per share will rise from $0.00001 to $0.00016. The stock will continue under BTOC on the Nasdaq Capital Market. Fractional shares will be rounded up to the next whole share, and cash will not be paid for fractions; for brokerage-held beneficial owners, the company intends to round up at the participant level.
Armlogi Holding Corp. (BTOC), a U.S. warehousing and logistics provider with 11 warehouses totaling approximately 3,819,900 square feet, reported fiscal 2026 revenue of $185.8 million, down 2.4% from $190.4 million. Transportation services contributed $108.6 million and warehousing services $77.1 million. Gross margin moved to 0.2% from negative 1.6%, while net loss widened to $20.9 million from $15.3 million. Armlogi had 525 active customers; PRC-based customers generated 78% of revenue. Goldensee Ltd. and Aukey International Limited represented 21.8% and 14.4% of fiscal 2026 revenue, respectively.
Cash and restricted cash was $6.5 million at June 30, 2026, and operating activities used $5.1 million, compared with $1.5 million provided in fiscal 2025. Armlogi also had $25.6 million of negative working capital and $12.5 million in accumulated deficits. Management and the independent auditor stated that these conditions raise substantial doubt about the company’s ability to continue as a going concern. Armlogi is seeking working capital through discussions with financial institutions and investors, but said there can be no assurance its plans will be sufficient to meet its needs.
Armlogi Holding Corp. reported that Chief Financial Officer Sheng-Kai (Scott) Hsu submitted his resignation, effective August 1, 2026, which the board accepted. He cited personal reasons and indicated no disagreements with the company, its management, the board, or its independent auditor regarding operations or financial reporting.
The board appointed Tong Wu, currently Secretary, Treasurer and director, as Interim Chief Financial Officer effective the same date under an Appointment Agreement. Wu will handle monthly financial reporting, cash flow projections and timely regulatory filings on an unpaid basis, with existing compensation and benefits unchanged, and his interim service ending upon specified events including appointment of a permanent CFO.
Armlogi Holding Corp. reported higher revenue but deeper losses for the nine months ended March 31, 2026. Revenue reached $142.7 million versus $139.5 million a year earlier, while net loss widened to $15.4 million and gross margin stayed negative at -3.6%.
Cash and cash equivalents fell to $2.7 million and total cash plus restricted cash to $7.1 million, alongside net cash used in operations of $5.5 million. The company ended the period with $20.9 million of net current liabilities and $7.0 million of accumulated deficits, and its auditors highlight conditions that raise substantial doubt about its ability to continue as a going concern.
Armlogi continues to expand warehousing and logistics services in the U.S., but faces high lease and labor costs that keep costs of services above revenue. It is pursuing cost optimization, delaying some capital spending, and seeking additional financing. The company also received Nasdaq notices for bid-price and market-value deficiencies and transferred its listing to the Nasdaq Capital Market, with an additional compliance window and a potential reverse stock split under consideration.
Armlogi Holding Corp. reported third quarter and first nine months fiscal 2026 results for the period ended March 31, 2026. For the nine months, total revenue was $142.7 million, up 2.3% year-over-year, with warehousing services revenue rising 19.9% to $55.5 million and transportation services revenue declining 6.4% to $87.1 million.
The company recorded a nine‑month net loss of $15.4 million, or $(0.35) per share, compared with a net loss of $10.1 million, or $(0.24) per share, in the prior-year period. Third quarter revenue was $41.7 million versus $45.8 million a year earlier, and gross profit was a loss of $1.9 million compared with positive gross profit previously.
As of March 31, 2026, Armlogi operated 12 warehouses across the United States totaling approximately 3.9 million square feet. Cash and cash equivalents and restricted cash totaled $7.1 million as of March 31, 2026, down from $9.4 million at March 31, 2025, while net cash used in operating activities for the nine months was $5.5 million.
Armlogi Holding Corp. reports that Nasdaq has approved transferring its common stock listing from The Nasdaq Global Market to The Nasdaq Capital Market, effective at the opening of business on May 8, 2026. This move grants an additional 180-day compliance period, until November 2, 2026, to meet Nasdaq’s minimum $1.00 bid price requirement.
The company previously fell below the $1.00 minimum bid and the $5,000,000 Market Value of Publicly Held Shares threshold. Armlogi is considering options, including a potential reverse stock split, but warns that failure to regain compliance could result in delisting, subject to any appeal.