Armlogi (BTOC) receives Nasdaq notice; 180 days to $1.00 bid

Armlogi Holding Corp. (BTOC) disclosed a Nasdaq minimum bid-price deficiency notice.

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Nasdaq bid-price deficiency notice with potential delisting risk if compliance (≥$1.00 bid for 10 consecutive days by May 6, 2026) is not regained; transfer and reverse split may be required.

Insights

Equity listing and market structure analyst

Nasdaq bid-price deficiency adds listing risk; 180-day cure window.

Armlogi Holding Corp. received a notice that its stock closed below $1.00 for 30 straight business days, triggering Nasdaq’s minimum bid-price rule. Trading continues on the Nasdaq Global Market, but the company must restore compliance to avoid escalation.

The rule requires a closing bid at or above $1.00 for 10 consecutive business days within 180 days, ending May 6, 2026. If unmet, the company may apply to transfer to the Nasdaq Capital Market by that date, pay a $5,000 fee, meet other initial standards, and, if needed, indicate intent to effect a reverse stock split.

Actual outcomes depend on market pricing and potential corporate actions. If Nasdaq concludes the deficiency cannot be cured, or if the company chooses not to pursue transfer, delisting proceedings could follow, with an option to appeal to a Hearings Panel.

8-K Event Classification

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

1 item

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, failed to satisfy a continued-listing rule or standard, or transferred its listing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Armlogi (BTOC) announce in this 8-K?

Armlogi received a Nasdaq notice that its stock failed the minimum bid-price requirement after 30 consecutive business days below $1.00.

How long does BTOC have to regain Nasdaq compliance?

The company has 180 calendar days, until May 6, 2026, to regain compliance.

What is required to regain compliance for BTOC?

Its closing bid must be at least $1.00 per share for 10 consecutive business days during the compliance period.

Does BTOC continue trading on Nasdaq now?

Yes. The notice has no present impact; shares continue on the Nasdaq Global Market under BTOC.

What happens if BTOC cannot regain compliance by May 6, 2026?

It may apply to transfer to the Nasdaq Capital Market, pay a $5,000 fee, meet listing standards, and may pursue a reverse stock split.

Could BTOC face delisting?

Yes. If compliance is not regained and transfer is not approved, Nasdaq may move to delist; the company could appeal to a Hearings Panel.

What options is BTOC considering to address the deficiency?

The company plans to monitor its bid price and consider options, including a Nasdaq Capital Market transfer or a reverse stock split.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 11/13/2025 - 04:11 PM Learn about SEC filing dates

false 0001972529 0001972529 2025-11-07 2025-11-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

November 7, 2025

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 November 7, 2025, 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(a)(1) for continued listing on the Nasdaq Global Market, as the closing bid price of the Company’s common stock was less than $1.00 per share 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)(A), the Company has a period of 180 calendar days, or until May 6, 2026, to regain compliance. To regain compliance, during this 180-day compliance period, the closing bid price of the Company’s common stock must close at $1.00 per share or more for a minimum of 10 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 may be eligible for additional time to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(ii) by transferring to the Nasdaq Capital Market. To qualify, the Company must submit a Transfer Application and a $5,000 application fee no later than May 6, 2026, the end of the 180-day compliance period. The Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and provide written notice to Nasdaq of its intention to cure the minimum bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary. As part of its review process, the Nasdaq staff will make a determination of whether it believes the Company will be able to cure this deficiency. Should the Nasdaq staff conclude that the Company will not be able to cure the deficiency, or should the Company determine not to submit a Transfer Application or make the required representation, Nasdaq will provide notice that the Company’s shares of common stock will be subject to delisting.

If the Company does not regain compliance within the allotted compliance period(s), Nasdaq will provide notice that the Company’s shares of common stock will be subject to delisting. At such time, the Company may appeal the delisting determination to a Hearings Panel. The Company intends to actively monitor its minimum bid price of listed securities and, as appropriate, will consider available options to resolve the deficiencies and regain compliance with the Nasdaq Listing Rules, including applying to transfer to the Nasdaq Capital Market or effecting a reverse stock split. 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.

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: November 13, 2025

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

2