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2025-11-07
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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
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.
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 |
