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  4. [8-K] Armlogi Holding Corp. Reports Material Event

Nasdaq flags Armlogi (BTOC) for sub-$5M public float, sets 180-day cure

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Armlogi Holding Corp. reported receiving a Nasdaq notice that its common stock no longer meets Nasdaq Global Market continued listing standards because its Market Value of Publicly Held Shares was below $5,000,000 for 30 consecutive business days.

The stock continues to trade on the Nasdaq Global Market under “BTOC.” Armlogi has 180 calendar days, until October 14, 2026, to regain compliance by having MVPHS at or above $5,000,000 for at least ten consecutive business days.

If compliance is not regained, Armlogi could face delisting but may appeal to a Hearings Panel or apply to transfer its listing to the Nasdaq Capital Market, which requires a $5,000 application fee and meeting that market’s continued listing standards.

Positive

  • None.

Negative

  • Nasdaq noncompliance notice and potential delisting risk: Armlogi’s Market Value of Publicly Held Shares stayed below $5,000,000 for 30 consecutive business days, triggering a 180‑day cure period and raising the possibility of delisting or forced transfer to a lower Nasdaq tier if compliance is not restored.

Insights

Nasdaq has flagged Armlogi for low public float value, creating listing risk.

Armlogi Holding Corp. received a Nasdaq notice for failing the Market Value of Publicly Held Shares requirement, as its MVPHS stayed below $5,000,000 for 30 consecutive business days. This places the company in a formal remediation window under Nasdaq Global Market rules.

The company has until October 14, 2026 to restore MVPHS to at least $5,000,000 for ten straight business days. If it cannot, Nasdaq may delist the stock unless Armlogi successfully appeals or transfers to the Nasdaq Capital Market, which itself requires meeting separate continued listing standards.

Failure to remain on a Nasdaq tier can affect trading liquidity and investor access, so how Armlogi uses the 180‑day cure period and whether it pursues a transfer application with the $5,000 fee will be important for its future trading venue.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
MVPHS minimum for Nasdaq Global Market $5,000,000 Required Market Value of Publicly Held Shares under Rule 5450(b)(1)(C)
Noncompliance measurement window 30 consecutive business days Period during which MVPHS was below $5,000,000
Cure period length 180 calendar days Time allowed to regain Nasdaq compliance, ending October 14, 2026
Compliance restoration requirement 10 consecutive business days Minimum period MVPHS must be at or above $5,000,000
Nasdaq Capital Market transfer fee $5,000 Application fee to transfer listing to Nasdaq Capital Market
Market Value of Publicly Held Shares financial
"the Company’s Market Value of Publicly Held Shares (MVPHS) was below $5,000,000"
The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.
Nasdaq Global Market financial
"for continued listing on The Nasdaq Global Market, as the Company’s Market Value"
The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.
Nasdaq Capital Market financial
"the Company may apply to transfer its common stock to The Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Emerging growth company regulatory
"Emerging growth company Item 3.01."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Hearings Panel regulatory
"At that time, the Company may appeal the delisting determination to a Hearings Panel."
A hearings panel is a small group of officials or experts who hold formal sessions to review evidence, question parties, and make decisions about regulatory compliance, discipline, or approvals. Think of it like a review board or courtroom for business and market issues: its findings can lead to fines, changes in a company’s permissions, or even delisting. Investors pay attention because the panel’s rulings can directly affect a company’s operations, reputation and share price.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

April 17, 2026

Date of Report (Date of earliest event reported)

 

Armlogi Holding Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada   001-42099   92-0483179
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

 

20301 East Walnut Drive North

Walnut, California

   91789
(Address of Principal Executive Offices)   (Zip Code)

 

(888) 691-2911

Registrant’s telephone number, including area code

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   BTOC   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

 

 

 

  

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On April 17, 2026, Armlogi Holding Corp. (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the listing of its common stock was not in compliance with Nasdaq Listing Rule 5450(b)(1)(C) for continued listing on The Nasdaq Global Market, as the Company’s Market Value of Publicly Held Shares (MVPHS) was below $5,000,000 for the previous 30 consecutive business days.

 

The notice has no present impact on the listing of the Company’s securities, and the Company’s common stock continues to trade on the Nasdaq Global Market under the symbol “BTOC.”

 

Under Nasdaq Listing Rule 5810(c)(3)(D), the Company has a period of 180 calendar days, or until October 14, 2026, to regain compliance. To regain compliance, during this 180-day compliance period, the Company’s MVPHS must close at $5,000,000 or more for a minimum of ten consecutive business days.

 

In the event that the Company does not regain compliance with the Nasdaq Listing Rules prior to the expiration of the 180-day compliance period, the Company will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel. Alternatively, the Company may apply to transfer its common stock to The Nasdaq Capital Market. In order to transfer, the Company must submit a Transfer Application, pay a $5,000 application fee and meet The Nasdaq Capital Market’s continued listing requirements.

 

The Company intends to actively monitor its MVPHS and may, as appropriate, consider available options to resolve the deficiencies and regain compliance with the Nasdaq Listing Rules, including applying to transfer to The Nasdaq Capital Market. There can be no assurance that the Company will be successful in maintaining the listing of its common stock on the Nasdaq Global Market, or, if transferred, on The Nasdaq Capital Market.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
104   Cover Page Interactive Data File (formatted in Inline XBRL).

 

1

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 20, 2026

 

  Armlogi Holding Corp.
   
  By: /s/ Aidy Chou
  Name: Aidy Chou
  Title: Chief Executive Officer

 

2

 

Source: View Original Filing on SEC EDGAR

FAQ

Why did Armlogi Holding Corp. (BTOC) receive a Nasdaq noncompliance notice?

Armlogi received the notice because its Market Value of Publicly Held Shares stayed below $5,000,000 for 30 consecutive business days. This violates Nasdaq Listing Rule 5450(b)(1)(C) for the Nasdaq Global Market’s continued listing standards.

What deadline does Armlogi (BTOC) have to regain Nasdaq listing compliance?

Armlogi has 180 calendar days, until October 14, 2026, to regain compliance. Its Market Value of Publicly Held Shares must close at $5,000,000 or more for at least ten consecutive business days within that cure period.

Does the Nasdaq notice immediately affect trading of Armlogi (BTOC) stock?

The notice has no present impact on trading. Armlogi’s common stock continues to trade on the Nasdaq Global Market under the symbol “BTOC” while the company works through the 180‑day compliance period.

What happens if Armlogi (BTOC) does not regain Nasdaq compliance by October 14, 2026?

If Armlogi does not regain compliance by October 14, 2026, Nasdaq may notify the company that its securities are subject to delisting. Armlogi could then appeal to a Hearings Panel or pursue a transfer to the Nasdaq Capital Market.

Can Armlogi Holding Corp. move its BTOC listing to the Nasdaq Capital Market?

Yes. Armlogi may apply to transfer its common stock to the Nasdaq Capital Market. This requires submitting a Transfer Application, paying a $5,000 application fee, and meeting that market’s continued listing requirements.

How does Armlogi plan to address its Nasdaq listing deficiency?

Armlogi states it intends to actively monitor its Market Value of Publicly Held Shares and may consider available options to resolve the deficiency, including applying to transfer to the Nasdaq Capital Market to maintain a Nasdaq listing.

Filing Exhibits & Attachments

3 documents

Other Documents